Exhibit 10.1


 


EXECUTION
VERSION


 


 


INDENTURE


 


by and between


 


monroe
Capital INCOME PLUS ABS FUNDING, LLC,

Issuer,


 


and


 


U.S.
BANK Trust Company, NATIONAL ASSOCIATION,

Trustee


 


Dated as of April 7, 2022


 






     


     


    

 


Table
of Contents


 


Page


 


	ARTICLE I Definitions 	2
	 	 
	Section 1.1	 	Definitions	2
	Section 1.2	 	Usage of Terms	46
	Section 1.3	 	Assumptions as to Assets	46
	 	 	 	 
	ARTICLE II The Notes 	49
	 	 
	Section 2.1	 	Forms Generally	49
	Section 2.2	 	Forms of Notes	49
	Section 2.3	 	Authorized Amount; Stated Maturity; Denominations	51
	Section 2.4	 	Execution, Authentication, Delivery and Dating	52
	Section 2.5	 	Registration, Registration of Transfer and Exchange	53
	Section 2.6	 	Mutilated, Defaced, Destroyed, Lost or Stolen Note	66
	Section 2.7	 	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	67
	Section 2.8	 	Persons Deemed Owners	69
	Section 2.9	 	Cancellation	70
	Section 2.10	 	DTC Ceases to be Depository	70
	Section 2.11	 	Non-Permitted Holders	71
	Section 2.12	 	Treatment and Tax Certification	73
	Section 2.13	 	Additional Issuance	76
	 	 	 	 
	ARTICLE III Conditions Precedent 	77
	 	 
	Section 3.1	 	Conditions to Issuance of Notes on Closing Date	77
	Section 3.2	 	Conditions to Additional Issuance	81
	Section 3.3	 	Custodianship; Delivery of Collateral Obligations and Eligible Investments	82
	 	 	 	 
	ARTICLE IV Satisfaction And Discharge 	84
	 	 
	Section 4.1	 	Satisfaction and Discharge of Indenture	84
	Section 4.2	 	Application of Trust Money	85
	Section 4.3	 	Repayment of Monies Held by Paying Agent	85
	Section 4.4	 	Liquidation of Assets	85
	 	 	 	 
	ARTICLE V Remedies 	86
	 	 
	Section 5.1	 	Events of Default	86
	Section 5.2	 	Acceleration of Maturity; Rescission and Annulment	87
	Section 5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	88
	Section 5.4	 	Remedies	90
	Section 5.5	 	Optional Preservation of Assets	92
	Section 5.6	 	Trustee May Enforce Claims Without Possession of Notes	93
	Section 5.7	 	Application of Money Collected	93
	Section 5.8	 	Limitation on Suits	94
	Section 5.9	 	Unconditional Rights of Secured Note Holders to Receive Principal and Interest	94



 






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(continued)


 


Page


 


	Section 5.10	 	Restoration of Rights and Remedies	
    

    94

	Section 5.11	 	Rights and Remedies Cumulative	95
	Section 5.12	 	Delay or Omission Not Waiver	95
	Section 5.13	 	Control by Supermajority of Controlling Class	95
	Section 5.14	 	Waiver of Past Defaults	95
	Section 5.15	 	Undertaking for Costs	96
	Section 5.16	 	Waiver of Stay or Extension Laws	96
	Section 5.17	 	Sale of Assets	96
	Section 5.18	 	Action on the Notes	97
	 	 	 	 
	ARTICLE VI The Trustee 	98
	 	 
	Section 6.1	 	Certain Duties and Responsibilities	98
	Section 6.2	 	Notice of Event of Default	99
	Section 6.3	 	Certain Rights of Trustee	99
	Section 6.4	 	Not Responsible for Recitals or Issuance of Notes	104
	Section 6.5	 	May Hold Notes	104
	Section 6.6	 	Money Held in Trust	104
	Section 6.7	 	Compensation and Reimbursement	104
	Section 6.8	 	Corporate Trustee Required; Eligibility	105
	Section 6.9	 	Resignation and Removal; Appointment of Successor	106
	Section 6.10	 	Acceptance of Appointment by Successor	107
	Section 6.11	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	107
	Section 6.12	 	Co-Trustees	108
	Section 6.13	 	Certain Duties of Trustee Related to Delayed Payment of Proceeds	109
	Section 6.14	 	Authenticating Agents	109
	Section 6.15	 	Withholding	110
	Section 6.16	 	Representative for Holders of Secured Notes only; Agent for each other Secured Party and the Holders of the

        Subordinated Notes
	110
	Section 6.17	 	Representations and Warranties of the Bank	110
	 	 	 	 
	ARTICLE VII Covenants 	111
	 	 
	Section 7.1	 	Payment of Principal and Interest	111
	Section 7.2	 	Maintenance of Office or Agency	111
	Section 7.3	 	Money for Note Payments to be Held in Trust	112
	Section 7.4	 	Existence of the Issuer	114
	Section 7.5	 	Protection of Assets	115
	Section 7.6	 	Opinions as to Assets	116
	Section 7.7	 	Performance of Obligations	116
	Section 7.8	 	Negative Covenants	116
	Section 7.9	 	Statement as to Compliance	118
	Section 7.10	 	Issuer May Consolidate, etc., Only on Certain Terms	118



 






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(continued)


 


Page


 


	Section 7.11	 	Successor Substituted	120
	Section 7.12	 	No Other Business	120
	Section 7.13	 	[Reserved]	120
	Section 7.14	 	Annual Rating Review	120
	Section 7.15	 	Reporting	120
	Section 7.16	 	[Reserved]	120
	Section 7.17	 	Certain Tax Matters	121
	Section 7.18	 	Purchase of Additional Collateral Obligations	126
	Section 7.19	 	Representations Relating to Security Interests in the Assets	126
	 	 	 	 
	ARTICLE VIII Supplemental Indentures 	129
	 	 
	Section 8.1	 	Supplemental Indentures Without Consent of Holders of Notes	129
	Section 8.2	 	Supplemental Indentures With Consent of Holders of Notes	132
	Section 8.3	 	Execution of Supplemental Indentures	134
	Section 8.4	 	Effect of Supplemental Indentures	136
	Section 8.5	 	Reference in Notes to Supplemental Indentures	136
	Section 8.6	 	Hedge Agreements	136
	 	 	 	 
	ARTICLE IX Redemption Of Notes 	137
	 	 
	Section 9.1	 	Optional Redemption	137
	Section 9.2	 	Tax Redemption	141
	Section 9.3	 	Redemption Procedures	141
	Section 9.4	 	Notes Payable on Redemption Date	142
	Section 9.5	 	Clean-Up Call Redemption	142
	 	 	 	 
	ARTICLE X Accounts, Accountings And Releases 	144
	 	 
	Section 10.1	 	Collection of Money	144
	Section 10.2	 	Collection Account	144
	Section 10.3	 	Transaction Accounts	147
	Section 10.4	 	Ownership of the Accounts	149
	Section 10.5	 	Reinvestment of Funds in Accounts; Reports by Trustee	150
	Section 10.6	 	Accountings	151
	Section 10.7	 	Release of Assets	154
	Section 10.8	 	Reports by Independent Accountants	155
	Section 10.9	 	Reports to the Rating Agency and Additional Recipients	156
	Section 10.10	 	Procedures Relating to the Establishment of Accounts Controlled by the Trustee	157
	Section 10.11	 	Section 3(c)(7) Procedures	157
	Section 10.12	 	No Further Reporting Following the Redemption of the Secured Notes	160
	 	 	 	 
	ARTICLE XI Application Of Monies 	160
	 	 
	Section 11.1	 	Disbursements of Monies from Payment Account	160



 






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of Contents


(continued)


 


Page


 


	ARTICLE XII SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS 	166
	 	 
	Section 12.1	 	Sales of Collateral Obligations	166
	Section 12.2	 	Purchase of Additional Collateral Obligations	168
	Section 12.3	 	Conditions Applicable to All Sale and Purchase Transactions	170
	 	 	 	 
	ARTICLE XIII Noteholders’ Relations 	172
	 	 
	Section 13.1	 	Subordination	172
	Section 13.2	 	Standard of Conduct	172
	 	 	 	 
	ARTICLE XIV MISCELLANEOUS 	173
	 	 
	Section 14.1	 	Form of Documents Delivered to Trustee	173
	Section 14.2	 	Acts of Holders	174
	Section 14.3	 	Notices, etc., to Trustee, the Issuer, the Collateral Manager, the Initial Purchasers, the Collateral Administrator, the Paying Agent and the Rating Agency	175
	Section 14.4	 	Notices to Holders; Waiver	176
	Section 14.5	 	Effect of Headings and Table of Contents	177
	Section 14.6	 	Successors and Assigns	177
	Section 14.7	 	Severability	177
	Section 14.8	 	Benefits of Indenture	177
	Section 14.9	 	Legal Holidays	178
	Section 14.10	 	Governing Law	178
	Section 14.11	 	Submission to Jurisdiction	178
	Section 14.12	 	Waiver of Jury Trial	178
	Section 14.13	 	Counterparts	178
	Section 14.14	 	Acts of Issuer	179
	Section 14.15	 	Confidential Information	179
	Section 14.16	 	[Reserved]	181
	Section 14.17	 	Communications with the Rating Agency	181
	Section 14.18	 	Notices to KBRA; Rule 17g-5 Procedures	181
	Section 14.19	 	Proceedings	183
	 	 	 	 
	ARTICLE XV Assignment Of Certain Agreements 	184
	 	 
	Section 15.1	 	Assignment of Collateral Management Agreement	184



 






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	Schedules and Exhibits
	 	 
	Schedule 1	List of Collateral Obligations
	 	 
	Exhibit A	Forms of Notes
	A-1	Form of Global Secured Note
	A-2	Form of Global Subordinated Note
	A-3	Form of Certificated Secured Note
	A-4	Form of Certificated Subordinated Note
	 	 
	Exhibit B	Forms of Transfer and Exchange Certificates
	B-1	 Form of Transferor Certificate for Transfer of Rule 144A Global Secured Note or Certificated Secured Note to Regulation S
Global Secured Note
	B-2	Form of Purchaser Representation Letter for Certificated Secured Notes
	B-3	Form of Transferor Certificate for Transfer of Regulation S Global Secured Note or Certificated Secured Note to Rule 144A Global
Secured Note
	B-4	Form of Purchaser Representation Letter for Certificated Subordinated Notes
	B-5	Form of Subordinated Note ERISA Certificate
	B-6	Form of Transferee Certificate of Rule 144A Global Secured Note
	B-7	Form of Transferee Certificate of Regulation S Global Secured Note
	B-8	Form of Transferee Certificate of Regulation S Global Subordinated Note
	B-9	 Form of Transferor Certificate for Transfer of Certificated Subordinated Note or Rule 144A Global Subordinated Note to Regulation
S Global Subordinated Note
	B-10	 Form of Transferor Certificate for Transfer of Certificated Subordinated Note or Regulation S Global Subordinated Note to Rule 144A
Global Subordinated Note
	B-11	Form of Transferee Certificate of Rule 144A Global Subordinated Note
	 	 
	Exhibit C	[Reserved]
	Exhibit D	Form of Note Owner Certificate
	Exhibit E	Form of NRSRO Certification
	Exhibit F	Form of Notice of Contribution




 






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INDENTURE,
dated as of April 7, 2022, between MONROE CAPITAL INCOME PLUS ABS FUNDING, LLC, a limited liability company organized under the
laws of the State of Delaware (the “Issuer”), and U.S. BANK Trust Company,
NATIONAL ASSOCIATION, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).


 


PRELIMINARY
STATEMENT


 


The Issuer is duly authorized
to execute and deliver this Indenture to provide for the Notes issuable as provided herein. The Issuer and the Trustee are entering into
this Indenture for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.


 


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


 


GRANTING
CLAUSE


 


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


 






    


     


    

 


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


 


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


 


ARTICLE I


 


Definitions


 


Section 1.1     Definitions.
Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth
below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms
of such terms and to the masculine, feminine and neuter genders of such terms. The word “including” shall mean “including
without limitation.” All references herein to designated “Articles”, “Sections”, “sub-sections”
and other subdivisions are to the designated articles, sections, sub-sections and other subdivisions of this Indenture. The words “herein”,
 “hereof”, “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular
article, section, sub-section or other subdivision.


 


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


 


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


 


“Accountants’
Report”: An agreed upon procedures report of the firm or firms appointed by the Issuer pursuant to Section 10.8(b).


 


“Accounts”:
(i) The Payment Account, (ii) the Collection Account, (iii) the Prefunding Account, (iv) the Custodial Account and
(v) the Reinvesting Revolver Funding Account.


 


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


 






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


 


“Additional Collateral
Obligations”: (i) Collateral Obligations purchased by the Issuer during the Reinvestment Period and (ii) Collateral
Obligations that the Issuer committed to purchase during the Reinvestment Period.


 


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


 


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


 


“Adjusted Pool
Balance”: As of any date of determination:


 


		(a)	the Pool Balance; plus



 


		(b)	without duplication, the Current Cash
                                            Balances; minus



 


		(c)	without duplication, the aggregate amounts
                                            by which the Aggregate Principal Balance of the Collateral Obligations exceeds any of the
                                            Concentration Limitations without duplication as applied by the Collateral Manager in its
                                            sole discretion; minus



 


		(d)	without duplication, the Aggregate Principal
                                            Balance of the Delinquent Obligations; minus



 


		(e)	without duplication, the product of
                                            (i) the Aggregate Principal Balance of the Restructured Obligations as of the relevant
                                            date of determination multiplied by (ii) the Discount Percentage;



 


provided
that, with respect to any Collateral Obligation that satisfies more than one of the definitions of Defaulted Obligation, Delinquent
Obligation, or Restructured Obligation, such Collateral Obligation shall, for the purposes of this definition, be treated as belonging
to the category of Collateral Obligations which results in the lowest Adjusted Pool Balance on any date of determination.


 


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


 






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


 


“Affiliate”:
With respect to a Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common
control with, such Person or (ii) any other Person who is a director, Officer, employee or general partner (a) of such Person,
(b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For the purposes
of this definition, “control” of a Person shall mean the power, direct or indirect, (x) to vote more than 50% of the
securities having ordinary voting power for the election of directors of such Person or (y) to direct or cause the direction of
the management and policies of such Person whether by contract or otherwise. For purposes of this definition, (1) no entity shall
be deemed an Affiliate of the Issuer solely because the Independent Manager or any of its Affiliates acts as independent manager or special
member for such entity, and (2) no entity shall be deemed an Affiliate of an Obligor solely because such Obligor and such entity
are each controlled by the same or related holders of equity capital.


 






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


 


“Aggregate
Advance Rate”: (i) Until the end of the Prefunding Period, 80.50%, (ii) following the end of the Prefunding
Period, up to and including the Reinvestment Period End Date, the percentage set forth in the following table, based on the number of
Obligors and (iii) at any time after the Reinvestment Period End Date, the Aggregate Advance Rate achieved on the Reinvestment Period
End Date, taking into account any traded but unsettled positions.


 


	Obligor Count	 	Aggregate Advance 
 Rate
	20 and lower	 	78.50%,
	21 and higher	 	80.50%,



 


For purposes of determining
the obligor count for the above table, the proceeds received upon the sale or other disposition of a Collateral Obligation or the final
repayment of a Collateral Obligation shall be deemed to constitute an Obligor until all or a portion of such proceeds are reinvested
in an Additional Collateral Obligation.


 


“Aggregate
Borrowing Base”: An amount equal to the sum of (a) the product of the Aggregate Advance Rate multiplied by the
Adjusted Pool Balance excluding Current Cash Balances therefrom (for any Payment Date, as of the related Determination Date) and (b) Current
Cash Balances.


 


“Aggregate Borrowing
Base Condition”: A condition satisfied as of any date of determination on which the Aggregate Outstanding Amount of Secured
Notes (calculated after giving effect to any acquisition or substitution of any Additional Collateral Obligations, the sale of any Collateral
Obligations and/or any payment on the Secured Notes occurring on such date of determination) is not greater than the Aggregate Borrowing
Base.


 


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


 


“Aggregate
Coupon”: As of any Measurement Date, the sum of the products obtained by multiplying, in the case of each Fixed
Rate Obligation (other than a Defaulted Obligation, Delinquent Obligation or Restructured Obligation), (i) the stated coupon on
such Collateral Obligation expressed as a percentage and (ii) the outstanding principal balance of such Collateral Obligation; provided
that the stated coupon of a Step-Up Obligation and a Step-Down Obligation will be the then-current coupon.


 






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


 


For purposes of calculating
the Aggregate Funded Spread, (i) such calculation shall exclude any Delinquent Obligation until the obligor thereof has resumed
the payment of cash interest in cash and (ii) the stated interest rate of a Collateral Obligation will be excluded from such calculation
to the extent the Issuer or the Collateral Manager has actual knowledge that such payment of interest will not be made by the obligor
thereof during the applicable period.


 


“Aggregate
Outstanding Amount”: With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding
on such date (including any Deferred Interest previously added to the principal amount of any of the Class C Notes that remains
unpaid except to the extent otherwise expressly provided in the Indenture).


 


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


 


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


 


“Approved Foreign
Jurisdiction”: Each of the United Kingdom, Japan, Germany, France, Canada, Australia, the Netherlands and each Approved Tax
Jurisdiction; provided that each such country has a foreign currency borrower credit rating that is at least “AA” by S&P.


 


“Approved Tax Jurisdiction”:
Each of Bahamas, Bermuda, Luxembourg, the British Virgin Islands, the U.S. Virgin Islands, Jersey, the Cayman Islands, the Channel Islands
and the Marshall Islands; provided that each such country has a foreign currency borrower credit rating that is at least “AA”
by S&P.


 


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


 


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


 


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


 






     -6-


     


    

 


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


 


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


 


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


 


“Benchmark”:
With respect to any Floating Rate Obligation, the applicable benchmark rate (which may be a Libor setting or a SOFR setting) currently
in effect for such Floating Rate Obligation and determined in accordance with the related Underlying Instruments.


 


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


 


“Benefit Plan Investor”:
An employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions
of Title I of ERISA, a plan to which Section 4975 of the Code applies or an entity whose underlying assets include “plan assets”
by reason of such an employee benefit plan’s or a plan’s investment in such entity.


 


“Bond Borrowing
Base Condition”: A condition that will be satisfied as of any date of determination on which the Borrowing Base Condition is
applicable, if the Class A Borrowing Base Condition, the Class B Borrowing Base Condition and the Aggregate Borrowing Base
Condition are satisfied.


 


“Broadly Syndicated
Loan”: A syndicated loan underwritten based upon the Obligor’s EBITDA where such EBITDA is greater than or equal to $50,000,000.


 


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


 


“Carried Defaulted
Obligation”: Any Defaulted Obligation with respect to which the Issuer has delivered to the Collateral Manager an Officer’s
certificate confirming that the Issuer will receive payments of principal or a Contribution either (a)  in cash in an amount equal
to the Principal Balance of such Defaulted Obligation or (b) of one or more Additional Collateral Obligations to substitute for
such Defaulted Obligation, which Additional Collateral Obligations will have an aggregate Principal Balance no less than the Principal
Balance of such Defaulted Obligation.


 


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


 


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


 






     -7-


     


    

 


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


 


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


 


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


 


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


 


“Class”:
In the case of the (x) Secured Notes, all of the Secured Notes having the same Interest Rate, Stated Maturity and class designation
and (y) Subordinated Notes, all of the Subordinated Notes. With respect to any exercise of voting rights, any pari passu
Classes of Notes that are entitled to vote on a matter will vote together as a single Class.


 


“Class A Advance
Rate”: (a) with respect to any date of determination up to and including the end of the Prefunding Period, 61.50%; (b) with
respect to any date of determination following the end of the Prefunding Period, up to and including the last day of the Reinvestment
Period, the percentage applicable on such date based upon the obligor count existing upon such date as set forth in the following table;
and (c) with respect to any date of determination following the last day of the Reinvestment Period, the Class A Advance Rate
determined pursuant to clause (b) above on the last day of the Reinvestment Period, taking into account for this purpose any Collateral
Obligations that the Issuer has entered into a binding commitment to originate or purchase but that had not settled by the last day of
the Reinvestment Period:


 


	Obligor Count	 	Class A
 Advance Rate
	 
	20 and lower	 	 	59.50	%
	21 and higher	 	 	61.50	%



 


For purposes of determining the obligor count
for the above table, the proceeds received upon the sale or other disposition of a Collateral Obligation or the final repayment of a
Collateral Obligation shall be deemed to constitute an Obligor until all or a portion of such proceeds are reinvested in an Additional
Collateral Obligation.


 


“Class A Borrowing
Base”: With respect to any date of determination, the sum of (a) the product of the Class A Advance Rate multiplied
by the Adjusted Pool Balance excluding Current Cash Balances therefrom (for any Payment Date, as of the last day of the related Determination
Date) and (b) Current Cash Balances.


 


“Class A Borrowing
Base Condition”: A condition satisfied as of any date of determination on which the Aggregate Outstanding Amount of the Class A
Notes (calculated after giving effect to any acquisition or substitution of any Additional Collateral Obligations, the sale of any Collateral
Obligations and/or any payment on the Class A Notes occurring on such date of determination) is no greater than the Class A
Borrowing Base.


 


“Class A Noteholders”:
The Holders of the Class A Notes.


 






     -8-


     


    

 


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


 


“Class A Principal
Distribution Amount”: With respect to any Payment Date, the greater of (a) the excess, if any, of the Aggregate Outstanding
Amount of the Class A Notes (calculated immediately prior to such Payment Date) over the Class A Borrowing Base and (b) zero.


 


“Class B Advance
Rate”: (a) with respect to any date of determination up to and including the end of the Prefunding Period, 72.00%; (b) with
respect to any date of determination following the end of the Prefunding Period, up to and including the last day of the Reinvestment
Period, the percentage applicable on such date based upon the obligor count existing upon such date as set forth in the following table;
and (c) with respect to any date of determination following the last day of the Reinvestment Period, the Class B Advance Rate
determined pursuant to clause (b) above on the last day of the Reinvestment Period, taking into account for this purpose any Collateral
Obligations that the Issuer has entered into a binding commitment to originate or purchase but that had not settled by the last day of
the Reinvestment Period:


 


	Obligor Count	 	Class B Advance Rate	 
	20 and lower	 	 	70.00	%
	21 and higher	 	 	72.00	%



 


For purposes of determining the obligor count
for the above table, the proceeds received upon the sale or other disposition of a Collateral Obligation or the final repayment of a
Collateral Obligation shall be deemed to constitute an Obligor until all or a portion of such proceeds are reinvested in an Additional
Collateral Obligation.


 


“Class B Borrowing
Base”: An amount equal to the sum of (a) the product of the Class B Advance Rate multiplied by the Adjusted Pool
Balance excluding Current Cash Balances therefrom (for any Payment Date, as of the related Determination Date) and (b) Current Cash
Balances.


 


“Class B Borrowing
Base Condition”: A condition satisfied as of any date of determination on which the Aggregate Outstanding Amount of the Class A
Notes and the Class B Notes (calculated after giving effect to any acquisition or substitution of any Additional Collateral Obligations,
the sale of any Collateral Obligations and/or any payment on the Class A Notes and the Class B Notes occurring on such date
of determination) is no greater than the Class B Borrowing Base.


 


“Class B Noteholders”:
The Holders of the Class B Notes.


 


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


 






     -9-


     


    

 


“Class B Principal
Distribution Amount”: With respect to any Payment Date, the greater of (a) the excess, if any, of the Aggregate Outstanding
Amount of the Class A Notes and Class B Notes (calculated immediately prior to such Payment Date) over the Class B Borrowing
Base minus the Class A Principal Distribution Amount paid on such Payment Date and (b) zero.


 


“Class C Noteholders”:
The Holders of the Class C Notes.


 


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


 


“Class C Principal
Distribution Amount”: with respect to any Payment Date, the greater of (a) the excess, if any, of the Aggregate Outstanding
Amount of the Secured Notes (calculated immediately prior to such Payment Date) over the Aggregate Borrowing Base minus the Class A
Principal Distribution Amount and the Class B Principal Distribution Amount paid on such Payment Date and (b) zero.


 


“Clean-Up Call Date”:
The first Payment Date on which the Aggregate Outstanding Amount of the Notes is less than or equal to 20% of the Initial Outstanding
Amount plus the aggregate unpaid principal amount of any additional Notes issued after the Closing Date, measured, in each case, as of
the applicable date of issuance of such additional Notes.


 


“Clean-Up Call Purchase
Price”: The meaning specified in Section 9.5(b).


 


“Clean-Up Call Redemption”:
The meaning specified in Section 9.5(a).


 


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


 


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


 


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


 


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


 


“Closing Date”:
April 7, 2022.


 


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


 


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


 


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


 






     -10-


     


    

 


“Collateral
Balance”: With respect to any date of determination, the sum, without duplication, of (a) the Pool Balance (including,
for this purpose, the principal balance of each Carried Defaulted Obligation but only until such time as the payments of principal or
Contributions referred to in the definition thereof have been received by the Issuer) as of such date, plus (b) the amounts
on deposit in the Prefunding Account and the Reinvesting Revolver Funding Account, Principal Proceeds on deposit in the Reinvestment
Collection Subaccount and Principal Proceeds on deposit in the Principal Collection Subaccount available to purchase Additional Collateral
Obligations (in each case, including Eligible Investments therein) and the amounts anticipated to be deposited into the Principal Collection
Subaccount on the Payment Date immediately succeeding such date of determination.


 


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


 


“Collateral Management
Fee”: The fee payable to the Collateral Manager in arrears on each Payment Date (prorated for the related Interest Accrual
Period) pursuant to Section 8(a) of the Collateral Management Agreement and Section 11.1 of this Indenture, in
an amount equal to 0.25% per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided
by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date.


 


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


 


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


 


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


 


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


 






     -11-


     


    

 


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


 


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



 


		(ii)	is not a Synthetic Security;



 


		(iii)	is an interest in a Recurring Revenue
                                            Loan, Broadly Syndicated Loan or Middle Market Loan;



 


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



 


		(v)	has an original term to maturity of no
                                            more than 96 months;



 


		(vi)	is not (A) a Defaulted Obligation
                                            or (B) a Delinquent Obligation;



 


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



 


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



 


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



 


		(x)	does not mature after the Stated Maturity
                                            of the Secured Notes;



 


		(xi)	in the case of a Recurring Revenue Loan,
                                            has at least one financial covenant, is not in default of any financial covenant past any
                                            applicable cure period, has an Internal Monroe Rating of at least 2 and has a maximum loan-to-value
                                            ratio of 50%;



 


		(xii)	in the case of a Middle Market Loan,
                                            has at least one financial covenant, is not in default of any financial covenant past any
                                            applicable cure period, has an Internal Monroe Rating of at least 2, has an EBITDA greater
                                            than $5,000,000 and has a maximum loan-to-value ratio of less than 65%;



 


		(xiii)	in the case of a Broadly Syndicated
                                            Loan, has no financial covenant, has an Internal Monroe Rating of at least 2, has an EBITDA
                                            greater than $50,000,000 and has a maximum loan-to-value ratio of less than 65%;



 


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



 






     -12-


     


    

 


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



 


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



 


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



 


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



 


		(xix)	is not a commodity forward contract;



 


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



 


		(xxi)	is not a Second Lien Loan;



 


		(xxii)	(xxii)is not (A) an obligation
                                            under an ABL Facility, (B) subject to material non-credit related risks as determined
                                            by the Collateral Manager, (C) a Real Estate Loan, (D) a Margin Stock, (E) a
                                            Structured Finance Obligation, (F) a Bond (other than senior secured notes), (G) an
                                            interest only obligation, a Step-Down Obligation or a Step-Up Obligation, or (H) an
                                            obligation having a rating including an “f”, “p”, “pi”,
                                            “t” or “sf” subscript from S&P or another NRSRO; and



 


		(xxiii)	if such Collateral Obligation is a
                                            Participation Interest, then such Participation Interest is acquired from (1)(a) a Selling
                                            Institution incorporated or organized under the laws of the United States (or any state thereof)
                                            or any U.S. branch of a Selling Institution incorporated or organized outside the United
                                            States or (b) with respect to Collateral Obligations the Obligors of which are organized
                                            or incorporated in an Approved Foreign Jurisdiction (other than an Approved Tax Jurisdiction),
                                            a Selling Institution organized or incorporated in an Approved Foreign Jurisdiction (other
                                            than an Approved Tax Jurisdiction); and, for so long as KBRA is a Rating Agency, (2) a
                                            Selling Institution which satisfies the S&P Counterparty Criteria.



 


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


 


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


 






     -13-


     


    

 


“Commitment Shortfall”:
The amount by which:


 


(a)            the
aggregate Unfunded Amount exceeds


 


(b)            amounts
on deposit in the Collection Account, including Eligible Investments credited thereto, representing Principal Proceeds.


 


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


 


“Concentration Limitations”:
Limitations that operate to exclude from the Adjusted Pool Balance, on any date of determination on or after the Closing Date, the aggregate
amount, without duplication, of the Collateral Obligations (excluding, only from the numerator for purposes of the following computations,
the Aggregate Principal Balance of any Delinquent Obligations and Defaulted Obligations, and the product of (i) the Aggregate Principal
Balance of the Restructured Obligations as of the relevant date of determination multiplied by (ii) the Discount Percentage, in
each case fitting any of the categories specified below and the denominator of any component of the Concentration Limitations shall be
the Collateral Balance, which includes the principal balance of all Delinquent Obligations and Restructured Obligations and the principal
balance of Carried Defaulted Obligations prior to such time as amounts with respect thereto are deposited into the Principal Collection
Subaccount or Reinvestment Collection Subaccount, as applicable) owned by the Issuer that is in excess of any of the requirements set
forth below, calculated in each case as required by Section 1.3 herein:


 


(i)            not
more than 5% of the Collateral Balance may consist of obligations issued by a single Obligor and its Affiliates;


 


(ii)           not
more than 23% of the Collateral Balance may consist of obligations issued by the 5 Obligors and their respective Affiliates whose Collateral
Obligations have the highest Aggregate Principal Balance;


 


(iii)          not
more than 44% of the Collateral Balance may consist of obligations issued by the 10 Obligors and their respective Affiliates whose Collateral
Obligations have the highest Aggregate Principal Balance;


 


(iv)          not
more than 15% of the Collateral Balance may consist of Participation Interests;


 


(v)          not
more than 15% of the Collateral Balance may consist of obligations issued by Obligors that are not Domiciled in the United States of
America;


 


(vi)          not
more than 5% of the Collateral Balance may consist of obligations with scheduled payments thereunder occurring less frequently than quarterly;


 






     -14-


     


    

 


(vii)        not
more than 10% of the Collateral Balance (including, solely for the purpose of this item (vii) the amount of any unfunded commitment
under any Delayed Draw Loans or Revolving Loans) may consist of the outstanding principals balances of and unfunded commitments under
Delayed Draw Loans or Revolving Loans; and


 


(viii)       not
more than 10% of the Collateral Balance may consist of Broadly Syndicated Loans.


 


To the extent that a single
Collateral Obligation fits into more than one of the above categories, the Collateral Manager will apply the Concentration Limitations,
in its discretion, to avoid reducing the Adjusted Pool Balance multiple times with respect to the same excluded portion of such Collateral
Obligation.


 


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


 


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


 


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


 


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


 


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


 


“Controlling Real
Estate Equity Interest”:  A controlling equity interest in a Person whose assets consist primarily of interests in real
property.


 


“Corporate
Trust Office”: The designated corporate trust office of the Trustee at which the Trustee administers this Indenture,
currently located at (a) for Note transfer purposes and for presentment and surrender of the Notes for final payment thereon, 111
Fillmore Avenue East, St. Paul, Minnesota 55107-1402, Attention: Bondholder Services – EP-MN-WS2N, Attention: Monroe Capital Income
Plus ABS Funding, LLC and (b) for all other purposes, U.S. Bank Trust Company, National Association, One Federal Street, Third Floor,
Boston, Massachusetts 02110, Attention: Global Corporate Trust/CDO, Reference: Monroe Capital Income Plus ABS Funding, LLC, email: Monroe.Capital.Boston@usbank.com,
lynora.caulfield@usbank.com, or such other address as the Trustee may designate from time to time by notice to the Holders, the Collateral
Manager and the Issuer or the principal corporate trust office of any successor Trustee.


 


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


 






     -15-


     


    

 


“Credit
Risk Obligation”: Any Collateral Obligation that in the Collateral Manager’s commercially reasonable business judgment
has a significant risk of declining in credit quality or market value.


 


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


 


“Current Cash Balances”:
As of any date of determination, the sum of the amounts on deposit in the Prefunding Account, Reinvesting Revolver Funding Account, Principal
Proceeds on deposit in the Reinvestment Collection Subaccount and Principal Proceeds on deposit in the Principal Collection Subaccount
available to purchase Additional Collateral Obligations (in each case, including Eligible Investments therein) and the amounts anticipated
to be deposited into the Principal Collection Subaccount on the related Payment Date immediately succeeding such date of determination.


 


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


 


“Current Pay Obligation”:
Any Collateral Obligation (other than a DIP Collateral Obligation) that would otherwise be treated as a Defaulted Obligation but as to
which no payments are due and payable that are unpaid and with respect to which the Collateral Manager has certified to the Trustee (with
a copy to the Collateral Administrator) in writing that it believes, in its reasonable business judgment, that the Obligor of such Collateral
Obligation (a) is current on all interest payments, principal payments and other amounts due and payable thereunder and will continue
to make scheduled payments of interest thereon and will pay the principal thereof and all other amounts due and payable thereunder by
maturity or as otherwise contractually due, (b) if the Obligor is subject to a bankruptcy proceeding, it has been the subject of
an order of a bankruptcy court that permits it to make the scheduled payments on such Collateral Obligation and all interest payments,
principal payments and other amounts due and payable thereunder have been paid in Cash when due, and (c) the Collateral Obligation
has a Market Value of at least 80% of its par value.


 


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


 


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


 






     -16-


     


    

 


“Cutoff
Date”: With respect to (i) the initial Collateral Obligations, the later of the Closing Date or the settlement
date with respect to the conveyance to the Issuer of such Collateral Obligation or (ii) any Additional Collateral Obligation, the
related settlement date with respect to the conveyance to or acquisition by the Issuer of such Collateral Obligation.


 


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


 


“Defaulted Obligation”:
Any Collateral Obligation included in the Assets as to which the earliest of the following has occurred:


 


		(a)	any payment, or any part of any payment
                                            (taking into account any waivers or modifications granted on such Loan) has become 120 days
                                            or more delinquent;



 


		(b)	the Collateral Manager has accelerated
                                            such Collateral Obligation, and such acceleration has not been rescinded;



 


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



 


		(d)	the Collateral Manager has determined
                                            in accordance with its customary practices that the Collateral Obligation is defaulted;



 


provided
that (x) a Collateral Obligation shall not constitute a Defaulted Obligation pursuant to clauses (c) or (d) above
if such Collateral Obligation (or, in the case of a Participation Interest, the underlying Loan) is a Current Pay Obligation (provided
that the Aggregate Principal Balance of Current Pay Obligations exceeding 5% of the Pool Balance will be treated as Defaulted Obligations)
and (y) a Collateral Obligation shall not constitute a Defaulted Obligation pursuant to any of clauses (b), (c) and (d) above
if such Collateral Obligation (or, in the case of a Participation Interest, the underlying Loan) is a DIP Collateral Obligation.


 


Notwithstanding anything
in this Indenture to the contrary, the Collateral Manager shall give the Trustee and the Collateral Administrator prompt written notice
should any Collateral Obligation become a Defaulted Obligation. Until so notified or until a Trust Officer of the Trustee obtains actual
knowledge that a Collateral Obligation has become a Defaulted Obligation, the Trustee shall not be deemed to have any notice or knowledge
that a Collateral Obligation has become a Defaulted Obligation.


 


“Deferred
Interest”: With respect to the Class C Notes and the applicable Priority of Payments, so long as any Class A
Notes or Class B Notes are Outstanding, any payment of interest due pursuant to the applicable Priority of Payments on the Class C
Notes that is not available to be paid in accordance with the applicable Priority of Payments on any Payment Date.


 


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


 






     -17-


     


    

 


“Delinquent Obligation”:
A Collateral Obligation that is more than 45 days delinquent in payment (taking into account any waivers or modifications granted on
such Loan).


 


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


 


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


 


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



 


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



 


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



 


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


 


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



 


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



 


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


 


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



 


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



 


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


 






     -18-


     


    

 


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



 


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



 


(v)           in
the case of each Security Entitlement not governed by clauses (i) through (iv) above,


 


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



 


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



 


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



 


(vi)          in
the case of Cash or Money,


 


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



 


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



 


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



 






     -19-


     


    

 


(vii)         in
the case of each general intangible (including any Participation Interest in which neither the Participation Interest nor the underlying
loan is represented by an Instrument), causing the filing of a Financing Statement in the office of the Secretary of the State of Delaware.


 


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


 


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


 


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


 


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


 


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


 


“Determination Date”:
With respect to (i) any Payment Date other than a Redemption Distribution Date, the last day of the immediately preceding Collection
Period and (ii) the determination of whether Interest Proceeds and Principal Proceeds can be transferred to the Payment Account
and applied pursuant to the Priority of Payments in connection with a Redemption Distribution Date, the Business Day preceding such Redemption
Distribution Date.


 


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


 


“Discount Percentage”:
With respect to Middle Market Loans and Broadly Syndicated Loans, 50% and, with respect to Recurring Revenue Loans, 65%.


 


“Distribution Report”:
The meaning specified in Section 10.6(a).


 


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


 


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


 


(a)            its
country of organization;


 






     -20-


     


    

 


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


 


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


 


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


 


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


 


“EBA”
The European Banking Authority (including any successor or replacement organization thereto).


 


“EIOPA”
The European Insurance and Occupational Pensions Authority (including any successor or replacement organization thereto).


 


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


 


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


 


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


 


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


 






     -21-


     


    

 


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


 


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


 


provided
that (1) Eligible Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise
specifically provided herein and shall include only such obligations, other than those referred to in clause (iv) above, as mature
(or are putable at par to the issuer thereof) no later than the earlier of (a) 60 days from the date of purchase and (b) the
Business Day prior to the next Payment Date unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution,
in which event such Eligible Investments may mature on such Payment Date; and (2) none of the foregoing obligations shall constitute
Eligible Investments if (a) such obligation has an “f”, “r”, “p”, “pi”, “q”,
 “t” or “sf” subscript assigned to the rating by S&P, (b) all, or substantially all, of the remaining
amounts payable thereunder consist of interest and not principal payments, (c) payments with respect to such obligations or proceeds
of disposition are subject to withholding taxes by any jurisdiction (other than withholding taxes pursuant to FATCA) unless the payor
is required to make “gross-up” payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such
obligation is secured by real property, (e) such obligation is purchased at a price greater than 100% of the principal or face amount
thereof, (f) such obligation is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action,
(g) in the Collateral Manager’s judgment, such obligation is subject to material non-credit related risks, (h) such obligation
is a Structured Finance Obligation or (i) such obligation is represented by a certificate of interest in a grantor trust. Eligible
Investments may include, without limitation, those investments issued by or made with the Bank or for which the Bank or the Trustee or
an Affiliate of the Bank or the Trustee is the obligor or depository institution, or provides services and receives compensation.


 


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


 


“Equity Security”:
Any security (other than any security received in connection with a restructuring or insolvency (other than common stock)) that at the
time of acquisition, conversion or exchange is not eligible for purchase by the Issuer as a Collateral Obligation and is not an Eligible
Investment.


 


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


 






     -22-


     


    

 


“ESMA”:
The European Securities and Markets Authority (including any successor or replacement organization thereto).


 


“EU Securitisation
Laws”: The EU Securitisation Regulation, together with any supplementary regulatory technical standards, implementing technical
standards and any official guidance published in relation thereto by the European Supervisory Authorities, and any implementing laws
or regulations, each as in force on the Closing Date.


 


“EU Securitisation
Regulation”: Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardized securitisation,
as amended (including by Regulation (EU) 2021/557).


 


“EU/UK Retention
Provider”: The Fund.


 


“EU/UK Retention
Requirements”: The requirement in each of the Securitisation Regulations that the originator, sponsor or original lender will
retain, on an ongoing basis, a material net economic interest of not less than five per cent. determined in accordance with Article 6
of the applicable Securitisation Regulation.


 


“Euroclear”:
Euroclear Bank S.A./N.V.


 


“European Supervisory
Authorities”: Together, the EBA, ESMA and EIOPA.


 


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


 


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


 


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


 


“FATCA”:
Sections 1471 through 1474 of the Code, any final or temporary, current or future regulations or official interpretations thereof,
any agreement entered into pursuant to Section 1471(b) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with either the implementation
of such Sections of the Code or analogous provisions of non-U.S. law.


 


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


 


“Fee Basis Amount”:
As of any date of determination, the sum of (a) the Pool Balance, (b) the Aggregate Principal Balance of all Defaulted Obligations,
(c) the amounts on deposit in any Account (including Eligible Investments therein) representing Principal Proceeds and (d) the
aggregate amount of all Principal Financed Accrued Interest.


 


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


 






     -23-


     


    

 


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


 


“First Interest
Determination End Date”: October 20, 2022.


 


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


 


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


 


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


 


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


 


“Fund”:
Monroe Capital Income Plus Corporation, a Maryland corporation.


 


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


 


“Global Notes”:
The Global Secured Notes and the Global Subordinated Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 






     -24-


     


    

 


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


 


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


 


“Independent Fiduciary”:
The meaning specified in Section 2.5(d).


 


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


 


“Information Agent”:
The Collateral Administrator.


 


“Initial Outstanding
Amount”: The aggregate unpaid principal amount of the Notes Outstanding as of the Closing Date.


 






     -25-


     


    

 


“Initial Pool Balance”:
The Pool Balance of the Initial Collateral Obligations as of the Closing Date.


 


“Initial Purchasers”:
Jefferies and KBCM, each in its capacity as initial purchaser of and placement agent for the Class A Notes, the Class B Notes
and the Class C Notes under the Purchase Agreement.


 


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


 


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


 


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


 


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


 


“Interest
Accrual Period”: (i) With respect to the initial Payment Date following the Closing Date (or, in the case of a
Refinancing or Notes issued in connection with an additional issuance, the first Payment Date following the Refinancing or the date of
such additional issuance, respectively), the period from and including the Closing Date (or, in the case of a Refinancing, the date of
issuance of the replacement notes or debt obligations) to but excluding such Payment Date; and (ii) with respect to each succeeding
Payment Date, the period from and including the immediately preceding Payment Date to but excluding such Payment Date.


 


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


 


“Interest Determination
Date”: (a) With respect to the first Interest Accrual Period (x) for the period from and including the Closing Date
to but excluding the First Interest Determination End Date, the second U.S. Government Securities Business Day preceding the Closing
Date and (y) for the period from and including the First Interest Determination End Date to but excluding the first Payment Date,
the second U.S. Government Securities Business Day preceding the First Interest Determination End Date and (b) with respect to each
Interest Accrual Period thereafter, the second U.S. Government Securities Business Day preceding the first day of each Interest Accrual
Period.


 


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


 


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



 


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



 






     -26-


     


    

 


		(c)	all amendment and waiver fees, late
                                            payment fees and other fees received by the Issuer during the related Collection Period,
                                            except for those in connection with (a) the lengthening of the maturity of the related
                                            Collateral Obligation or (b) except with respect to call premiums or prepayment fees,
                                            the reduction of the par amount of the related Collateral Obligation, in each case, as determined
                                            by the Collateral Manager with notice to the Trustee and the Collateral Administrator;



 


		(d)	any Principal Proceeds designated by
                                            the Collateral Manager (with notice to the Collateral Administrator) as Interest Proceeds
                                            in connection with any Refinancing pursuant to which the Secured Notes are being refinanced
                                            in whole;



 


		(e)	commitment fees and other similar fees
                                            received by the Issuer during such Collection Period in respect of Revolving Loans and Delayed
                                            Draw Loans; and



 


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



 


provided
that any amounts received in respect of any Defaulted Obligation will constitute Principal Proceeds (and not Interest Proceeds)
until the aggregate of all collections in respect of such Defaulted Obligation since it became a Defaulted Obligation equals the par
value of such Collateral Obligation at the time it became a Defaulted Obligation.


 


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


 


“Internal
Monroe Rating”: For any Loan, the rating assigned thereto by the Collateral Manager under the five-level numeric rating
system used by the Collateral Manager to rate the credit profile on Loans, as described in the Collateral Manager’s Credit and
Collection Policies, applied consistently and in good faith.


 


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


 


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


 


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


 


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


 


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


 






     -27-


     


    

 


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


 


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


 


“Jefferies”:
Jefferies LLC.


 


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


 


“KBCM”:
KeyBanc Capital Markets Inc.


 


“KBRA”:
Kroll Bond Rating Agency, LLC and any successor or successors thereto.


 


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


 


“Level 1 Portfolio
Test”: Each of (i) the Minimum Floating Spread Test when measured against the Minimum Floating Spread specified in clause
(a) of the definition thereof and (ii) the Weighted Average Life Test when measured against the Weighted Average Life specified
in clause (a) of the definition of Weighted Average Life Test.


 


“Level 2 Portfolio
Test”: Each of (i) the Minimum Floating Spread Test when measured against the Minimum Floating Spread specified in clause
(b) of the definition thereof and (ii) the Weighted Average Life Test when measured against the Weighted Average Life specified
in clause (b) of the definition of Weighted Average Life Test.


 


“LIBOR”:
The London interbank offered rate.


 


“Limited Liability
Company Agreement”: The Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of the Closing Date,
by the Fund, as sole member, and the Independent Manager.


 


“Loan”:
Any obligation for the payment or repayment of borrowed money that is documented by a term loan agreement, revolving loan agreement or
other similar credit agreement.


 


“Loan Sale Agreement”:
collectively, (i) the Loan Sale and Contribution Agreement, dated as of the Closing Date, by the Fund, as seller, and the Issuer,
as buyer, and (ii) each assignment and acceptance agreement between the Issuer and a Seller relating to the sale of Collateral Obligations
from such Seller to the Issuer from time to time.


 






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


 


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


 


“Market
Value”: The market value provided by a nationally recognized independent pricing service engaged by the Collateral Manager
or, if unavailable or determined by the Collateral Manager to be unreliable, the par value of such Collateral Obligation as of a date
on or about the pricing date.


 


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


 


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


 


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


 


“Middle Market Loan”:
A Loan (other than a Broadly Syndicated Loan) underwritten based upon the Obligor’s cash flows or EBITDA.


 


“Minimum
Floating Spread”: (a) For purposes of compliance with the Level 1 Portfolio Test 550 basis points and (b) for
purposes of compliance with the Level 2 Portfolio Test 450 basis points.


 


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


 


“Minimum Weighted
Average Coupon”: If any of the Collateral Obligations are Fixed Rate Obligations, 7.00%.


 


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


 


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


 


“Net Purchased Loan
Balance”: As of any date of determination, an amount equal to (a) the Aggregate Principal Balance of all Collateral Obligations
acquired by the Issuer prior to such date, calculated as of the respective Cutoff Dates of such Collateral Obligations, minus (b) the
Aggregate Principal Balance of all Collateral Obligations sold to or repurchased or substituted by, or otherwise transferred to, the
Fund prior to such date.


 


“Non-Call End Date”:
April 7, 2023.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Offer”:
The meaning specified in Section 10.7(c).


 


“Offering”:
The offering of any Notes pursuant to the relevant Offering Circular.


 


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


 


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


 






     -30-


     


    

 


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


 


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


 


“Origination Measurement
Date”: The date of each commitment of the Issuer or originator to acquire a Collateral Obligation, together with the Closing
Date.


 


“Origination Requirement”:
The requirement which will be satisfied if, on any Origination Measurement Date, the aggregate principal balance of all Collateral Obligations
in respect of which the EU/UK Retention Provider is acting as an “originator” for purposes of EU Securitisation Laws or UK
Securitisation Laws, as applicable; divided by the aggregate principal balance of all Collateral Obligations and Eligible Investments
that represent Principal Proceeds owned by the Issuer (including any Collateral Obligations and Eligible Investments that represent Principal
Proceeds that the Issuer has made a binding commitment to acquire), is greater than 50%.


 


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


 


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


 


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


 


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


 


(iii)          Notes
in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, unless proof satisfactory
to the Trustee is presented that any such Notes are held by a “protected purchaser” (within the meaning of Section 8-303
of the UCC); and


 


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


 






     -31-


     


    

 



 


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


 


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


 


“Participation Interest”:
An undivided 100% participation interest in a loan that, at the time of acquisition, or the Issuer’s commitment to acquire the same,
satisfies each of the following criteria: (i) such participation would constitute a Collateral Obligation were it acquired directly,
(ii) the seller of the participation is the lender on the loan, (iii) the aggregate participation in the loan does not exceed
the principal amount or commitment of such loan, (iv) such participation does not grant, in the aggregate, to the participant in
such participation a greater interest than the seller holds in the loan or commitment that is the subject of the participation, (v) the
entire purchase price for such participation is paid in full (without the benefit of financing from the Selling Institution or its affiliates)
at the time of its acquisition (or, in the case of a participation in a Revolving Loan or Delayed Draw Loan, at the time of the funding
of such Loan), (vi) the participation provides the participant all of the economic benefit and risk of the whole or part of the loan
or commitment that is the subject of the loan participation, and (vii) such participation is documented under a Loan Syndications
and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions among institutional
market participants. For the avoidance of doubt a Participation Interest shall not include a sub-participation interest in any loan.


 






    	 	-32-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Payment Date”:
(i) Each of the 22nd day of January, April, July and October of each year (or, if such day is not a Business
Day, the next succeeding Business Day), commencing October 24, 2022, except that the final Payment Date (subject to any earlier redemption
or payment of the Notes) shall be the latest Stated Maturity, (ii) any Redemption Date (other than a Redemption Date in connection
with a redemption of Secured Notes in part by Class) and (iii) after the date on which no Secured Notes are deemed or considered
Outstanding, any Business Day that the Collateral Manager shall designate as a “Payment Date” pursuant to Section 11.1(f).


 


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


 


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


 


“Permitted Use”:
With respect to any amount on deposit in the Collection Account from a Contribution or from an additional issuance of Secured Notes, any
of the following uses: (i) the transfer of amounts to the Principal Collection Subaccount for application as Principal Proceeds;
(ii) the transfer of amounts to the Interest Collection Subaccount for application as Interest Proceeds; (iii) the purchase
of one or more Specified Equity Securities; (iv) to pay expenses or other amounts due in connection with an Optional Redemption and
(v) any other application or purpose not specifically prohibited by this Indenture.


 






    	 	-33-	 



     


    

 


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


 


“Pool Balance”:
As of any date of determination, the Aggregate Principal Balance of the Collateral Obligations owned by the Issuer (other than Defaulted
Obligations except as otherwise expressly set forth herein).


 


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


 


“Portfolio Tests”:
(i) the Minimum Floating Spread Test and (ii) the Weighted Average Life Test.


 


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


 


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


 


“Prefunding Period”:
The period from and including the Closing Date to and including the earliest of (i) July 7, 2022 and (ii) the occurrence
and continuance of a Rapid Amortization Event that is not waived by a Majority of the Controlling Class.


 


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


 


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


 


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


 


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


 


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


 






    	 	-34-	 



     


    

 


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


 


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


 


“Purchase Agreement”:
The note purchase agreement dated as of the Closing Date among the Issuer and the Initial Purchasers, as amended from time to time.


 


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


 


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


 


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


 


“Rapid Amortization
Event”: Each of the following events:


 


(i)             an
Event of Default has occurred and either a Supermajority of the Controlling Class has declared that the principal of and accrued
interest on the Secured Notes and all other amounts whatsoever payable by the Issuer to be immediately due and payable, or such acceleration
has automatically occurred unless such acceleration has been rescinded by a Supermajority of the Controlling Class;


 


(ii)            the
Aggregate Principal Balance of the Collateral Obligations owned by the Issuer that are Delinquent Obligations exceeds 10% of the sum of
(a) the aggregate Pool Balance (including, for the purpose of this computation, Defaulted Obligations) plus (b) Current Cash
Balances, for six (6) consecutive months and the amount of such excess Aggregate Principal Balance of Delinquent Obligations has
not been offset by (a) an increase (including by a Contribution) in the amounts on deposit in the Principal Collection Subaccount
or Reinvestment Collection Subaccount or (b) a reduction in the Aggregate Outstanding Amount of the Notes, in either case, in an
amount equal to such excess;


 


(iii)           the
Aggregate Principal Balance of the Collateral Obligations owned by the Issuer that are Defaulted Obligations exceeds 5% of the greater
of (a) $425,000,000 and (b) the sum of (i) the aggregate Pool Balance (including, for the purpose of this computation,
Defaulted Obligations) plus (ii) Current Cash Balances, for the three (3) consecutive months;


 


(iv)          the
Borrowing Base Condition shall fail to have been satisfied on two (2) consecutive Payment Dates after giving effect to the distributions
made on such Payment Dates;


 


(v)           the
Collateral Obligations owned by the Issuer at any time, together with any Collateral Obligations that, at such time, the Issuer is under
a binding commitment to purchase, consist of obligations issued by fewer than ten (10) Obligors (solely for the purpose of the definition
of “Rapid Amortization Event,” the obligations issued by any Obligor and its Affiliates shall be treated as the obligations
of a single Obligor); and


 


(vi)          the
occurrence, at any time following the end of the Prefunding Period, of a failure to be in compliance with any Level 2 Portfolio Test on
any Determination Date, which failure remains uncured on the immediately succeeding Determination Date.


 






    	 	-35-	 



     


    

 


The Rapid Amortization Events
described in clauses (i) through (v) above shall be un-curable. The Rapid Amortization Event described in clause (vi) above
shall be curable and the effects of such Rapid Amortization Event shall cease upon the first Determination Date following such Rapid Amortization
Event on which the Level 2 Portfolio Test is satisfied.


 


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


 


“Rating
Agency Condition”: With respect to any action, a condition that is satisfied if KBRA shall have provided its confirmation
that such action will not result in a reduction, withdrawal or qualification of the then-current rating of any Outstanding Class of
Notes then-rated by KBRA; provided that if KBRA makes a public announcement or informs the Issuer (who shall forward such notice
to the Trustee and the Collateral Manager) that (i) it believes satisfaction of the Rating Agency Condition is not required with
respect to an action or (ii) its practice is to not give confirmation with respect to such action, the requirement for the Rating
Agency Condition will be deemed satisfied.


 


“Real Estate Loan”:
A loan or other debt obligation that is (a) secured primarily by a mortgage, deed of trust or similar lien on commercial real estate
other than hotels and casinos, residential real estate or undeveloped land or (b) made to a company engaged primarily in acquiring
and developing undeveloped land (whether or not such loan or other debt obligation is secured by real estate).


 


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


 


“Recurring Revenue
Loan”: A Loan underwritten based on the Obligor’s revenues, whether contractual or realized.


 


“Redemption Date”:
Any Business Day specified for a redemption of Notes pursuant to Article IX.


 


“Redemption Distribution
Date”: The meaning set forth in Section 9.1(j).


 






    	 	-36-	 



     


    

 


“Redemption Distribution
Direction”: The meaning set forth in Section 10.6(i).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Reinvesting Revolver
Funding Account”: The meaning specified in Section 10.3(e).


 


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


 


“Reinvestment Period”:
The period from and including the Closing Date to and including the earliest of (i) April 22, 2024, (ii) the occurrence
and continuance of a Rapid Amortization Event that is not waived by a Majority of the Controlling Class, (iii) an Optional Redemption
in connection with which all Assets are sold or (iv) the date on which notice is provided by the Collateral Manager certifying that
it can no longer reinvest in Collateral Obligations in accordance with the terms of this Indenture or the Collateral Management Agreement.


 






    	 	-37-	 



     


    

 


“Reinvestment Period
End Date”: April 22, 2024.


 


“Reset Amendment”:
The meaning specified in Section 8.2.


 


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


 


“Responsible Officer”:
With respect to any Person, any duly authorized director, officer or manager of such Person with direct responsibility for the administration
of the applicable agreement and also, with respect to a particular matter, any other duly authorized director, officer or manager of such
Person to whom such matter is referred because of such director’s, officer’s or manager’s knowledge of and familiarity
with the particular subject. Each party may receive and accept a certification of the authority of any other party (which may contain
contact information including an email address) as conclusive evidence of the authority of any Person to act, and such certification may
be considered as in full force and effect until receipt by such other party of written notice to the contrary.


 


“Restructured
Obligation”: A Collateral Obligation that has been modified, restructured or extended due to underperformance of the Obligor
and that is deferring the payment of the cash interest due thereon and has been so deferring the payment of cash interest due thereon
for six (6) consecutive months; provided that, if such obligation is paying an amount at least equal to, in the case
of a Floating Rate Obligation, the Benchmark plus 1.00% as of such date of determination, and, in the case of a Fixed Rate Obligation,
the zero coupon swap rate in a fixed/floating interest rate swap with a term equal to 5 years, it shall not be a Restructured Obligation.


 


“Retained
Amount”: A material net economic interest retained by the Issuer in the securitisation position comprised by the Secured Notes
and the Subordinated Notes which, in any event, shall not be less than 5% (or such lower amount as may be required or allowed under
the EU Securitisation Laws or the UK Securitisation Laws (as applicable) as a result of amendment, repeal or otherwise) of the nominal
value of the Collateral Obligations and Eligible Investments from time to time.


 


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


 


“Retention Deficiency”:
An event which shall occur if the Subordinated Notes held by the EU/UK Retention Provider are insufficient to constitute the Retained
Amount.


 






    	 	-38-	 



     


    

 


“Retention Provider”:
On the Closing Date, the Fund, as a “sponsor” of this transaction (as such term is defined in the U.S. Risk Retention Rules in
effect on the Closing Date), in its capacity as Retention Provider and thereafter any successor, assignee or transferee thereof or any
Person permitted under the U.S. Risk Retention Rules to hold the U.S. retention interest.


 


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


 


“Risk Retention Issuance”:
An additional issuance of Notes directed by the Collateral Manager in connection with compliance with the U.S. Risk Retention Rules or
the EU Securitisation Laws.


 


“Risk Retention Letter”:
A letter addressed to the Issuer, the Trustee and the Initial Purchasers from the EU/UK Retention Provider, acting for its own account,
dated as of the Closing Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“S&P Counterparty
Criteria”: With respect to any Participation Interest acquired or committed to be acquired by the Issuer, criteria that will
be met if, immediately after giving effect to such acquisition, (a) the percentage of Total Capitalization that consists in the aggregate
of Participation Interests with Selling Institutions that have the same or a lower S&P Rating does not exceed the “Aggregate
Percentage Limit” set forth below for such S&P Rating and (b) the percentage of Total Capitalization that consists in the
aggregate of Participation Interests with any single Selling Institution that has the S&P Rating set forth below or a lower credit
rating does not exceed the “Individual Percentage Limit” set forth below for such S&P Rating:


 


	S&P Rating of Selling Institution or Participant (at or below)	 	Aggregate

 Percentage Limit	 	 	Individual

 Percentage Limit	 
	AAA	 	 	20.0	%	 	 	20.0	%
	AA+	 	 	10.0	%	 	 	10.0	%
	AA	 	 	10.0	%	 	 	10.0	%
	AA-	 	 	10.0	%	 	 	10.0	%
	A+	 	 	5.0	%	 	 	5.0	%
	A	 	 	5.0	%	 	 	5.0	%
	A- and below	 	 	0	%	 	 	0	%



 






    	 	-39-	 



     


    

 


provided
that a Selling Institution with an S&P Rating of “A” must also have a short-term S&P rating of at least
 “A-1”, otherwise its “Aggregate Percentage Limit” shall be 0%.


 


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


 


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


 


“Schedule of
Collateral Obligations”: The schedule of Collateral Obligations attached as Schedule 1 hereto.


 


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


 


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


 


“Secured Note”:
A Class A Note, Class B Note or Class C Note.


 






    	 	-40-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Securitisation Regulation”:
The EU Securitisation Regulation and the UK Securitisation Regulation.


 


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


 


“Seller”:
The Fund and certain other entities managed by the Collateral Manager or an affiliate of the Collateral Manager.


 


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


 


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


 


“Similar Law”:
Any federal, state, local, non-U.S. or other law or regulation that could cause the underlying assets of the Issuer to be treated as assets
of the investor in any Note (or any interest therein) by virtue of its interest and thereby subject the Issuer or the Collateral Manager
(or other Persons responsible for the investment and operation of the Issuer’s assets) to Other Plan Law.


 


“SOFR”:
 The secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the
benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 






    	 	-41-	 



     


    

 


“Specified Equity
Securities”: The securities or interests resulting from the exercise of an option, warrant, right of conversion, pre-emptive
right, rights offering, credit bid or similar right in connection with the workout or restructuring of a Collateral Obligation or an equity
security or interest received in connection with the workout or restructuring of a Collateral Obligation, in each case to the extent such
security or interest does not constitute Margin Stock.


 


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


 


“STAMP”:
The meaning specified in Section 2.5.


 


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


 


“Stated Maturity”:
With respect to (i) the Secured Notes, April 30, 2032 and (ii) with respect to the Subordinated Notes, April 30, 2032.


 


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


 


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


 


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


 


“Subordinated Note
Purchase Agreement”: The agreement dated as of the Closing Date by and between the Issuer and the Initial Subordinated Noteholder,
as amended from time to time in accordance with the terms thereof.


 


“Subordinated Note
Redemption Price”: An amount equal to any remaining Interest Proceeds and Principal Proceeds payable under the Priority of Payments
on each Redemption Date for the Subordinated Notes.


 


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


 






    	 	-42-	 



     


    

 


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


 


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


 


“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, charge, assessment, deduction, withholding, or fee of any nature (including interest, penalties and additions
thereto) imposed by any governmental taxing authority.


 


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


 


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


 


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


 


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


 


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


 


“Total Capitalization”:
An amount equal to, without duplication (i) the Aggregate Principal Balance of all Collateral Obligations (other than Defaulted Obligations),
plus (ii) the Principal Proceeds on deposit in the Collection Account.


 


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


 


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


 






    	 	-43-	 



     


    

 


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


 


“Transaction Parties”:
The meaning specified in Section 2.5(d).


 


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


 


“Transfer Deposit
Amount”: On any date of determination with respect to any Collateral Obligation, an amount equal to the sum of the outstanding
principal balance of such Collateral Obligation, together with accrued interest thereon through such date of determination.


 


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


 


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


 


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


 


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


 


“UK Securitisation
Laws”: The UK Securitisation Regulation, together with any supplementary regulatory technical standards, implementing standards
and any official guidance published in relation thereto by the UK Financial Conduct Authority and/or the UK Prudential Regulation Authority,
and any implementing laws or regulations, each as in force on the Closing Date.


 


“UK Securitisation
Regulation”: Regulation (EU) 2017/2402 relating to a European framework for simple, transparent and standardised securitisation
in the form in effect on 31 December 2020 which forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
(as amended), as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 of the United Kingdom and as amended, varied or
substituted from time to time as a matter of UK law.


 


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


 


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


 






    	 	-44-	 



     


    

 


“Unfunded Amount”:
As of any date means all amounts due in respect of any Collateral Obligations that the Issuer has entered into a binding commitment to
originate or purchase but has not yet settled.


 


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


 


“U.S. Government
Securities Business Day”: Any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities as indicated on the SIFMA Website.


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)            an
amount equal to the Aggregate Principal Balance of all Fixed Rate Obligations as of such Measurement Date.


 


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


 


		(a)	the amount equal to the Aggregate Funded Spread; by



 


		(b)	an amount equal to the Aggregate Principal Balance of all Floating Rate Obligations as of such Measurement
Date.



 


“Weighted Average
Life”: On any date of determination with respect to any Collateral Obligation (other than any Delinquent Obligation or Defaulted
Obligation), the number obtained by (a) summing the products obtained by multiplying (i) the Average Life at such
time of each such Collateral Obligation by (ii) the outstanding principal balance of such Collateral Obligation and (b) dividing
such sum by the Aggregate Principal Balance at such time of all Collateral Obligations (excluding any Delinquent Obligation or
Defaulted Obligation).


 






    	 	-45-	 



     


    

 


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


 


“Weighted Average
Life Test”: A test satisfied on any date of determination if the Weighted Average Life of the Collateral Obligations as of such
date is less than or equal to (a) for purposes of compliance with the Level 1 Portfolio Test 6.0 years and (b) for purposes
of compliance with the Level 2 Portfolio Test 6.5 years.


 


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


 


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


 


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


 


(b)            Except
where expressly referenced herein for inclusion in such calculations, Defaulted Obligations will not be included in the calculation of
the Portfolio Tests.


 


(c)            For
purposes of calculating the Borrowing Base Condition, except as otherwise specified in the definitions related thereto, such calculations
will not include scheduled interest and principal payments on Defaulted Obligations unless or until such payments are actually made.


 






    	 	-46-	 



     


    

 


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


 


(e)            Each
Scheduled Distribution receivable with respect to an Asset shall be assumed to be received on the applicable Due Date, and each such Scheduled
Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate.
All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection
Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Notes or other amounts payable
pursuant to this Indenture. For purposes of the applicable determinations required by Section 10.6(a) and Article XII,
the expected interest on the Secured Notes and Floating Rate Obligations will be calculated using the then current interest rates applicable
thereto.


 


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


 


(g)            [reserved]


 


(h)            For
purposes of calculating compliance with the Investment Criteria, upon the direction of the Collateral Manager by notice to the Trustee
and the Collateral Administrator, any Eligible Investment representing Principal Proceeds received upon the sale or other disposition
of a Collateral Obligation shall be deemed to have the characteristics of such Collateral Obligation as of the date of such sale or other
disposition until reinvested in an Additional Collateral Obligation and, in accordance with the definitions of the Class A Advance
Rate and the Class B Advance Rate, such Eligible Investment shall be deemed to constitute an Obligor until all or a portion thereof
is reinvested in an Additional Collateral Obligation. Such calculations shall be based upon the principal amount of such Collateral Obligation,
except in the case of Defaulted Obligations and Credit Risk Obligations, in which case the calculations will be based upon the Principal
Proceeds received on the disposition or sale of such Defaulted Obligation or Credit Risk Obligation.


 






    	 	-47-	 



     


    

 


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


 


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


 


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


 


(l)            To
the extent of any ambiguity in the interpretation of any definition or term contained herein or to the extent more than one methodology
can be used to make any of the determinations or calculations set forth herein, the Collateral Manager may direct the Collateral Administrator
or the Collateral Administrator may request direction from the Collateral Manager, as to the interpretation and/or methodology to be used,
and the Collateral Administrator shall follow such direction, and together with the Trustee, shall be entitled to conclusively rely thereon
without any responsibility or liability therefor.


 


(m)            To
the fullest extent permitted by applicable law and notwithstanding anything to the contrary contained herein, whenever in this Indenture
the Collateral Manager is permitted or required to make a decision in its “sole discretion,” “reasonable discretion”
or “discretion” or under a grant of similar authority or latitude, the Collateral Manager shall be entitled to consider only
such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration
to any interest of or factors affecting the Issuer, Holders or any other Person.  The intent of granting authority to act in its
 “discretion” to the Collateral Manager is that no other express consent of another party is required to be obtained by the
Collateral Manager when acting pursuant to such grant of authority hereunder; provided that any action taken pursuant to such grant
of discretion is consistent with the legal, contractual and fiduciary duties owed by the Collateral Manager.


 


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


 


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


 


(p)            [Reserved].


 


(q)            [Reserved].


 






    	 	-48-	 



     


    

 


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


 


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


 


(t)            Any
direction or Issuer Order required hereunder relating to the purchase, acquisition, sale, disposition or other transfer of Assets may
be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or document
or other written instruction (including by email or other electronic communication) from the Collateral Manager on which the Trustee and
Collateral Administrator may rely without any responsibility or liability therefor.


 


ARTICLE II


 


The
Notes


 


Section 2.1     Forms
Generally. The Notes and the Trustee’s or Authenticating Agent’s certificate of authentication thereon (the “Certificate
of Authentication”) shall be in substantially the forms required by this Article, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Responsible Officers
of the Issuer executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the Note.


 


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


 


(b)            Secured
Notes and Subordinated Notes.


 


(i)            The
Notes of each Class sold to persons who are not U.S. persons in offshore transactions (as defined in Regulation S) in reliance on
Regulation S shall each be issued initially in the form of one permanent global note per Class in definitive, fully registered
form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, in the case of the Secured
Notes (each, a “Regulation S Global Secured Note”) and in the form of one permanent global Subordinated Note in definitive,
fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-2 hereto, in the
case of the Subordinated Notes (each, a “Regulation S Global Subordinated Note”), and shall be deposited on behalf
of the subscribers for such Notes represented thereby with U.S. Bank National Association 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.


 






    	 	-49-	 



     


    

 


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


 


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


 


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


 


(v)            The
aggregate principal amount of the Regulation S Global Secured Notes, the Rule 144A Global Secured Notes, the Rule 144A Global
Subordinated Notes and the Regulation S Global Subordinated Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.


 






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(c)            Book
Entry Provisions. This Section 2.2(c) shall apply only to Global Secured Notes and Regulation S Global Subordinated
Notes deposited with or on behalf of DTC.


 


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


 


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


 


Section 2.3     Authorized
Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticated
and delivered under this Indenture is limited to U.S.$425,000,000 (except for (i) Notes authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of
this Indenture or (ii) Additional Notes issued in accordance with Sections 2.13 and 3.2).


 


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


 


Notes


 


	Class Designation	 	A	 	 	B	 	 	C	 	 	Subordinated
	Original Principal Amount	 	 	U.S.$261,375,000	 	 	 	U.S.$44,625,000	 	 	 	U.S.$36,125,000	 	 	U.S. $82,875,000
	Stated Maturity	 	 	April 30, 2032	 	 	 	April 30, 2032	 	 	 	April 30, 2032	 	 	April 30, 2032
	Fixed Rate Note	 	 	Yes	 	 	 	Yes	 	 	 	Yes	 	 	N/A
	Interest Rate	 	 	4.05	%	 	 	5.15	%	 	 	7.75	%	 	N/A
	Floating Rate Note	 	 	No	 	 	 	No	 	 	 	No	 	 	N/A
	Initial Rating(s):	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	KBRA	 	 	“A(sf)”	 	 	 	“BBB(sf)”	 	 	 	“BB(sf)”	 	 	N/A
	Priority Classes	 	 	None	 	 	 	A	 	 	 	A, B	 	 	A, B, C
	Pari Passu Classes	 	 	None	 	 	 	None	 	 	 	None	 	 	None
	Junior Classes	 	 	B, C, Subordinated	 	 	 	C, Subordinated	 	 	 	Subordinated	 	 	None
	Interest Deferrable	 	 	No	 	 	 	No	 	 	 	Yes	 	 	N/A



 






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The Secured Notes (other than
the Class C Notes) shall be issued in minimum denominations of U.S.$100,000 and integral multiples of $1,000 in excess thereof. The
Class C Notes will be issued in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof. The Subordinated
Notes will be issued in minimum denominations of $4,700,000 and integral multiples of $1,000 in excess thereof. Notes shall only be transferred
or resold in compliance with the terms of this Indenture.


 


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


 


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


 


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


 


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


 


Notes issued upon transfer,
exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount
of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so
transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the
original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed
to be the original aggregate principal amount of such subsequently issued Notes.


 






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


 


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


 


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


 


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


 


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


 


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


 






    	 	-53-	 



     


    

 


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


 


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


 


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


 


(b)         No
Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt
from the registration requirements of the Securities Act, is exempt from the registration requirements under applicable state securities
laws and will not cause the Issuer to become subject to the requirement that it register as an investment company under the 1940 Act.


 


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


 






    	 	-54-	 



     


    

 


(d)         If
the purchaser or transferee of any Note or beneficial interest therein is a Benefit Plan Investor, or is purchasing or holding such Note
or interest on behalf of any Benefit Plan Investor then, such purchaser or transferee, and any fiduciary or other person investing the
assets of the Benefit Plan Investor (“Plan Fiduciary”) in such Notes or interest therein each acknowledges and agrees
on each date on which it purchases or holds any Note or any interest therein that none of the Issuer, the Collateral Manager, the Retention
Provider, the Trustee, the Collateral Administrator and the Initial Purchasers (“Transaction Parties”) or other persons
that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, any investment advice on which
such purchaser or transferee or the Plan Fiduciary has relied or will rely as a primary basis in connection with such purchaser’s
or transferee’s or such Plan Fiduciary’s decision to invest in the Notes, and the Transaction Parties are not otherwise acting
as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Benefit Plan Investor or
the Plan Fiduciary in connection with the Benefit Plan Investor’s acquisition of the Notes.


 


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


 


(f)          Notwithstanding
anything contained herein to the contrary, the Trustee shall not be responsible for ascertaining whether any transfer complies with, or
for otherwise monitoring or determining compliance with, the registration provisions of or any exemptions from the Securities Act, applicable
state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code, the 1940 Act, or the terms hereof; provided
that if a certificate is specifically required by the terms of this Section 2.5 to be provided to the Trustee by a prospective
transferor or transferee, the Trustee shall be under a duty to receive and examine the same to determine whether or not the certificate
substantially conforms on its face to the applicable requirements of this Indenture and shall promptly notify the party delivering the
same and the Issuer if such certificate does not comply with such terms.


 


(g)         For
so long as any of the Notes are Outstanding, the Issuer shall not issue or permit the transfer of any ordinary shares of the Issuer to
U.S. persons.


 


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


 


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


 






    	 	-55-	 



     


    

 


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


 






    	 	-56-	 



     


    

 


(iii)            Global
Secured Note to Certificated Secured Note. Subject to Section 2.10(a), if a holder of a beneficial interest in a Global
Secured Note deposited with DTC wishes at any time to transfer its interest in such Global Secured Note to a Person who wishes to take
delivery thereof in the form of a corresponding Certificated Secured Note, such holder may, subject to the immediately succeeding sentence
and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, transfer, or cause the transfer of, such interest
for a Certificated Secured Note. Upon receipt by the Registrar of (A) certificates substantially in the form of Exhibit B-2
attached hereto executed by the transferee and (B) appropriate instructions from DTC, if required, the Registrar will approve the
instructions at DTC to reduce, or cause to be reduced, the Global Secured Note by the aggregate principal amount of the beneficial interest
in the Global Secured Note to be transferred, record the transfer in the Register in accordance with Section 2.5(a) and
upon execution by the Issuer and authentication and delivery by the Trustee, deliver one or more corresponding Certificated Secured Notes,
registered in the names specified in the instructions described in clause (B) above, in principal amounts designated by the transferee
(the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Global Secured Note transferred
by the transferor), and in authorized denominations.


 






    	 	-57-	 



     


    

 


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


 


(i)            Certificated
Secured Notes to Global Secured Notes. If a holder of a Certificated Secured Note wishes at any time to transfer such Certificated
Secured Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a corresponding Global Secured Note,
such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC,
as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Secured Note for a beneficial interest
in a corresponding Global Secured Note. Upon receipt by the Registrar of (A) a Holder’s Certificated Secured Note properly
endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B-1 or Exhibit B-3
(as applicable) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-6 or B-7
(as applicable) attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s
procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global
Secured Notes in an amount equal to the Certificated Secured Notes to be transferred or exchanged, and (D) a written order given
in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or Euroclear or
Clearstream to be credited with such increase, the Registrar shall cancel such Certificated Secured Note in accordance with Section 2.9,
record the transfer in the Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently
with such cancellation, to credit or cause to be credited to the securities account of the Agent Member specified in such instructions
a beneficial interest in the corresponding Global Secured Note equal to the principal amount of the Certificated Secured Note transferred
or exchanged.


 


(ii)            Certificated
Secured Notes to Certificated Secured Notes. Upon receipt by the Registrar of (A) a Holder’s Certificated Secured Note
properly endorsed for assignment to the transferee, and (B) certificates substantially in the form of Exhibit B-2 attached
hereto executed by the transferee, the Registrar shall cancel such Certificated Secured Note in accordance with Section 2.9,
record the transfer in the Register in accordance with Section 2.5(a) and upon execution by the Issuer and authentication
and delivery by the Trustee, deliver one or more Certificated Secured Notes bearing the same designation as the Certificated Secured Note
endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated
by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Secured Note
surrendered by the transferor), and in authorized denominations.


 






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


 


(i)            Rule 144A
Global Subordinated Note to Regulation S Global Subordinated Note. If a holder of a beneficial interest in a Rule 144A Global
Subordinated Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Subordinated Note for an
interest in the corresponding Regulation S Global Subordinated Note, or to transfer its interest in such Rule 144A Global Subordinated
Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Subordinated
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 (as defined in Regulation S)) may, subject to the immediately succeeding sentence and the rules and
procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in
the corresponding Regulation S Global Subordinated Note. Upon receipt by the Registrar of (A) instructions given in accordance with
DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding
Regulation S Global Subordinated 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 Subordinated Note to be exchanged or transferred, (B) a written order
given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream
account to be credited with such increase, (C) a certificate in the form of Exhibit B-9 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 Regulation S Global Subordinated Notes, including that the holder or the transferee, as applicable, is
not a U.S. person, and is acquiring such interest in an offshore transaction pursuant to and in accordance with Regulation S, and
(D) a written certification in the form of Exhibit B-8 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 Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A
Global Subordinated Note and to increase the principal amount of the Regulation S Global Subordinated Note by the aggregate principal
amount of the beneficial interest in the Rule 144A Global Subordinated Note to be exchanged or transferred, and to credit or cause
to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding
Regulation S Global Subordinated Note equal to the reduction in the principal amount of the Rule 144A Global Subordinated Note.


 


(ii)            Regulation
S Global Subordinated Note to Rule 144A Global Subordinated Note. If a holder of a beneficial interest in a Regulation S Global
Subordinated Note deposited with DTC wishes at any time to exchange its interest in such Regulation S Global Subordinated Note for an
interest in the corresponding Rule 144A Global Subordinated Note or to transfer its interest in such Regulation S Global Subordinated
Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Subordinated
Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or
DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest
in the corresponding Rule 144A Global Subordinated Note. Upon receipt by the Registrar of (A) instructions from Euroclear, Clearstream
and/or DTC, as the case may be, directing the Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A
Global Subordinated Note in an amount equal to the beneficial interest in such Regulation S Global Subordinated Note, but not less than
the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information
regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B-10
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 Subordinated Note reasonably believes that the Person acquiring such interest
in a Rule 144A Global Subordinated Note is a Qualified Purchaser and a Qualified Institutional Buyer, is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B-11 attached hereto
given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional
Buyer and a Qualified Purchaser, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation
S Global Subordinated Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Subordinated Note to
be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited
to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A
Global Subordinated Note equal to the reduction in the principal amount of the Regulation S Global Subordinated Note.


 






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(iii)            Certificated
Subordinated Note to Certificated Subordinated Note. Upon receipt by the Registrar of (A) a Holder’s Certificated Subordinated
Note properly endorsed for assignment to the transferee, and (B) certificates in the form of Exhibits B-4 and B-5 attached
hereto given by the transferee of such Certificated Subordinated Note, the Registrar shall cancel such Certificated Subordinated Note
in accordance with Section 2.9, record the transfer in the Register in accordance with Section 2.5(a) and
upon execution by the Issuer and authentication and delivery by the Trustee, deliver one or more Certificated Subordinated Notes bearing
the same designation as the Certificated Subordinated Note endorsed for transfer, registered in the names specified in the assignment
described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal
to the aggregate principal amount of the Certificated Subordinated Note surrendered by the transferor), and in authorized denominations.


 


(iv)            Global
Subordinated Note to Certificated Subordinated Note. Subject to Section 2.10(a), if a holder of a beneficial interest
in a Global Subordinated Note deposited with DTC wishes at any time to transfer its interest in such Global Subordinated Note to a Person
who wishes to take delivery thereof in the form of a corresponding Certificated Subordinated Note, such holder may, subject to the immediately
succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, transfer, or cause the
transfer of, such interest for a Certificated Subordinated Note. Upon receipt by the Registrar of (A) certificates substantially
in the form of Exhibits B-4 and B-5 attached hereto executed by the transferee and (B) appropriate instructions from
DTC, if required, the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Global Subordinated Note by
the aggregate principal amount of the beneficial interest in the Global Subordinated Note to be transferred, record the transfer in the
Register in accordance with Section 2.5(a) and upon execution by the Issuer and authentication and delivery by the Trustee,
deliver one or more corresponding Certificated Subordinated Notes, registered in the names specified in the instructions described in
clause (B) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate
principal amount of the interest in such Global Subordinated Note transferred by the transferor), and in authorized denominations.


 






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(v)            Certificated
Subordinated Notes to Regulation S Global Subordinated Notes. If a holder of a Certificated Subordinated Note wishes at any time to
transfer such Certificated Subordinated Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a
corresponding Regulation S Global Subordinated Note, such holder may, subject to the immediately succeeding sentence and the rules and
procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such
Certificated Subordinated Note for a beneficial interest in a corresponding Regulation S Global Subordinated Note. Upon receipt by the
Registrar of (A) a Holder’s Certificated Subordinated Note properly endorsed for assignment to the transferee, (B) a certificate
substantially in the form of Exhibit B-9 attached hereto executed by the transferor and a certificate substantially in the
form of Exhibit B-8 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 Regulation S Global Subordinated Note in an amount equal to the Certificated Subordinated Notes to be transferred or
exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the Agent Member’s
account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Registrar shall cancel such Certificated Subordinated
Note in accordance with Section 2.9, record the transfer in the Register in accordance with Section 2.5(a) and
approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the
Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Subordinated Note equal to
the principal amount of the Certificated Subordinated Note transferred or exchanged.


 






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(vi)          Certificated
Subordinated Notes to Rule 144A Global Subordinated Notes. If a holder of a Certificated Subordinated Note wishes at any time
to transfer such Certificated Subordinated Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in
a corresponding Rule 144A Global Subordinated Note, such holder may, subject to the immediately succeeding sentence and the rules and
procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such
Certificated Subordinated Note for a beneficial interest in a corresponding Rule 144A Global Subordinated Note (provided that no
Accredited Investors may hold an interest in a Rule 144A Global Subordinated Note). Upon receipt by the Registrar of (A) a Holder’s
Certificated Subordinated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of
Exhibit B-10 attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-11
attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures,
as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Rule 144A
Global Subordinated Note in an amount equal to the Certificated Subordinated Notes to be transferred or exchanged, and (D) a written
order given in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or
Euroclear or Clearstream to be credited with such increase, the Registrar shall cancel such Certificated Subordinated Note in accordance
with Section 2.9, record the transfer in the Register in accordance with Section 2.5(a) and approve the instructions
at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Agent Member specified
in such instructions a beneficial interest in the corresponding Rule 144A Global Subordinated Note equal to the principal amount
of the Certificated Subordinated Note transferred or exchanged.


 


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


 






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(l)            Each
Person who becomes a beneficial owner of Notes represented by an interest in a Global Secured Note or a Global Subordinated Note will
be deemed to have represented and agreed as follows:


 


(i)            In
connection with the purchase of such Notes: (A) none of the Issuer, the Collateral Manager, the Initial Purchasers, the Trustee,
the Collateral Administrator, the Retention Provider or any of their respective Affiliates is acting as a fiduciary or financial or investment
adviser for such beneficial owner; (B) such beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon
any advice, counsel or representations (whether written or oral) of the Issuer, the Collateral Manager, the Trustee, the Collateral
Administrator, the Initial Purchasers, the Retention Provider or any of their respective Affiliates other than any statements in the final
Offering Circular for such Notes, and such beneficial owner has read and understands such final Offering Circular; (C) such beneficial
owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has
deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to this Indenture) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any
view expressed by the Issuer, the Collateral Manager, the Trustee, the Collateral Administrator, Initial Purchasers, the Retention
Provider or any of their respective Affiliates; (D) such beneficial owner is either (1) (in the case of a beneficial owner of
an interest in a Rule 144A Global Secured Note or Rule 144A Global Subordinated Note)  both (a) a “qualified
institutional buyer” (as defined under Rule 144A under the Securities Act) that is not a broker-dealer which owns and invests
on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a
plan referred to in paragraph (a)(1)(d) or (a)(1)(e) of Rule 144A under the Securities Act or a trust fund referred to
in paragraph (a)(1)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with
respect to the plan are made by beneficiaries of the plan and (b) a Qualified Purchaser for purposes of Section 3(c)(7) of
the 1940 Act or (2) not a “U.S. person” as defined in Regulation S and is acquiring the Notes in an offshore transaction
(as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S; (E) such beneficial
owner is acquiring its interest in such Notes for its own account; (F) such beneficial owner was not formed for the purpose of investing
in such Notes; (G) such beneficial owner understands that the Issuer may receive a list of participants holding interests in the
Notes from one or more book-entry depositories; (H) such beneficial owner will hold and transfer at least the minimum denomination
of such Notes; (I) such beneficial owner is a sophisticated investor and is purchasing the Notes with a full understanding of all
of the terms, conditions and risks thereof, and is capable of and willing to assume those risks; and (J) such beneficial owner will
provide notice of the relevant transfer restrictions to subsequent transferees.


 


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


 






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


 


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


 


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


 


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


 


(vii)         Such
beneficial owner agrees, acknowledges and represents as to the transfer restrictions set forth in Section 2.12.


 






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(viii)        Such
beneficial owner agrees that it will not, 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, institute against, or join any other Person in instituting against, the Issuer
any bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation proceedings, or other similar proceedings
under U.S. federal or state bankruptcy or similar laws.


 


(ix)           Such
beneficial owner understands and agrees that the Notes are from time to time and at any time limited recourse obligations of the Issuer;
payable solely from the Collateral Obligations and all other Assets pledged by the Issuer to the Trustee for the benefit of the holders
of the Secured Notes and other Secured Parties available at such time pursuant to this Indenture.


 


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


 


(n)           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.


 


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


 


(p)           The
Registrar, the Trustee and the Issuer shall be entitled to conclusively rely on the information set forth on the face of any transferor
and transferee certificate delivered pursuant to this Section 2.5 and shall be able to presume conclusively the continuing
accuracy thereof, in each case without further inquiry or investigation. Notwithstanding anything in this Indenture to the contrary, the
Trustee shall not be required to obtain any certificate specifically required by the terms of this Section 2.5 if the Trustee
is not notified of or in a position to know of any transfer requiring such a certificate to be presented by the proposed transferor or
transferee.


 






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


 


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


 


Section 2.6         Mutilated,
Defaced, Destroyed, Lost or Stolen Note. If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there
shall be delivered to the Issuer, the Trustee and the relevant Transfer Agent evidence to their reasonable satisfaction of the destruction,
loss or theft of any Note, and (b) there is delivered to the Issuer, the Trustee and such Transfer Agent such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Trustee or such Transfer Agent
that such Note has been acquired by a protected purchaser, the Issuer shall execute and, upon Issuer Order, the Trustee shall authenticate
and deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor (including
the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its authentication,
bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note and bearing a
number not contemporaneously outstanding.


 


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, the Trustee or the Transfer Agent may require the payment by the Holder thereof of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.


 


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


 






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


 


Section 2.7         Payment
of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved. (a) The Secured Notes shall accrue interest
during each Interest Accrual Period at the Interest Rate and such interest will be payable in arrears on each Payment Date on the Aggregate
Outstanding Amount thereof on the first day of the related Interest Accrual Period (after giving effect to payments of principal thereof
on such date), except as otherwise set forth below; provided that, for the avoidance of doubt, with respect to any payment of interest
on a Redemption Date, such interest shall be determined in accordance with the calculation above solely for the period from, and including,
the first day of such Interest Accrual Period through, but excluding, such Redemption Date. Payments of available Interest Proceeds to
the Holders of the Subordinated Notes will be subordinated to the payment of interest on the Secured Notes as provided in Section 11.1.


 


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


 


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


 


(d)           The
Paying Agent shall require the previous delivery of properly completed and signed applicable tax certifications (generally, in the case
of U.S. federal income tax, an IRS Form W-9 (or applicable successor form) in the case of a United States Tax Person or the appropriate
IRS Form W-8 (or applicable successor form) in the case of a Person that is not a United States Tax Person) or other certification
acceptable to it to enable the Issuer, the Trustee and any Paying Agent to determine their duties and liabilities with respect to any
taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such Note or the Holder or beneficial
owner of such Note under any present or future law or regulation of the United States, any other jurisdiction or any political subdivision
thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation (including,
without limitation, any cost basis reporting obligations) and the delivery of any information required under FATCA to prevent the Issuer
from being subject to withholding and to determine if payments by the Issuer are subject to withholding. The Issuer shall not be obligated
to pay any additional amounts to the Holders or beneficial owners of the Notes as a result of deduction or withholding for or on account
of any present or future taxes, duties, assessments or governmental charges with respect to the Notes (including any amounts deducted
on account of FATCA). 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 Secured Notes and any payment with respect to any Subordinated Note shall be made by the
Trustee in Dollars to DTC or its designee with respect to a Global Secured Note or Global Subordinated Note and to the Holder or its nominee
with respect to a Certificated Note, by wire transfer, as directed by the Holder, in immediately available funds to a Dollar account maintained
by DTC or its nominee with respect to a Global Secured Note or a Global Subordinated Note, and to the Holder or its nominee with respect
to a Certificated Note; provided that in the case of a Certificated Note (1) the Holder thereof shall have provided written
wiring instructions to the Trustee on or before the related Record Date and (2) if appropriate instructions for any such wire transfer
are not received by the related Record Date, then such payment shall be made by check drawn on a U.S. bank mailed to the address of the
Holder specified in the Register. Upon final payment due on the Maturity of a Note, the Holder thereof shall present and surrender such
Note at the Corporate Trust Office of the Trustee or at the office of any Paying Agent on or prior to such Maturity; provided that
if the Trustee and the Issuer shall have been furnished such security or indemnity as may be required by them to save each of them harmless
and an undertaking thereafter to surrender such certificate, then, in the absence of notice to the Issuer or the Trustee that the applicable
Note has been acquired by a protected purchaser, such final payment shall be made without presentation or surrender. None of the Issuer,
the Trustee, the Collateral Manager, nor any Paying Agent will have any responsibility or liability for any aspects of the records (or
for maintaining, supervising or reviewing such records) maintained by DTC, Euroclear, Clearstream or any of the Agent Members relating
to or for payments made thereby on account of beneficial interests in a Global Secured Note or Global Subordinated Note. In the case where
any final payment of principal and interest is to be made on any Secured Note (other than on the Stated Maturity thereof) or any
final payment is to be made on any Subordinated Note (other than on the Stated Maturity thereof), the Trustee, in the name and at the
expense of the Issuer shall prior to the date on which such payment is to be made, mail (by first class mail, postage prepaid) to
the Persons entitled thereto at their addresses appearing on the Register a notice which shall specify the date on which such payment
will be made, the amount of such payment per U.S.$1,000 original principal amount of Secured Notes, original principal amount of Subordinated
Notes and the place where such Notes may be presented and surrendered for such payment.


 


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


 






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(g)           Interest
on the Secured Notes will be calculated on the basis of the number of days elapsed in the applicable Interest Accrual Period, based on
a 360 day calendar year consisting of twelve 30-day months.


 


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


 


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


 


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


 


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


 






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


 


Section 2.10       DTC
Ceases to be Depository. (a) A Global Secured Note or Global Subordinated Note deposited with DTC pursuant to Section 2.2 shall
be transferred in the form of a corresponding Certificated Note to the beneficial owners thereof only if (A) such transfer complies
with Section 2.5 of this Indenture and (B) either (x) (i) DTC notifies the Issuer that it is unwilling
or unable to continue as depository for such Global Secured Note or Global Subordinated Note or (ii) DTC ceases to be a Clearing
Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Issuer within 90 days after
such event or (y) an Event of Default has occurred and is continuing and such transfer is requested by any beneficial owner of an
interest in such Global Secured Note or Global Subordinated Note.


 


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


 


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


 


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


 






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


 


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


 


Section 2.11       Non-Permitted
Holders. (a) Notwithstanding anything to the contrary elsewhere herein, (x) any transfer of a beneficial interest in any
Secured Note to a U.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also
a Qualified Purchaser) and (y) any transfer of a beneficial interest in any Subordinated Note to a U.S. person that is not (A) a
Qualified Institutional Buyer or an Accredited Investor and (B) a Qualified Purchaser, a Knowledgeable Employee with respect to the
Issuer, Collateral Manager or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder,
partner, member or other equity owner of which is a Knowledgeable Employee with respect to the Issuer or Collateral Manager shall be null
and void and any such purported transfer of which the Issuer or the Trustee shall have notice may be disregarded by the Issuer and the
Trustee for all purposes.


 


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


 






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


 


(d)           If
any Person shall become the beneficial owner of an interest in any Note who has made or is deemed to have made a prohibited transaction,
Benefit Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that
is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes Benefit Plan Investors to hold 25% or more
of the value of the Class C Notes or Subordinated Notes (any such Person a “Non-Permitted ERISA Holder”), the
Issuer (or the Collateral Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder
by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), send notice to such Non-Permitted
ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that
is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer
such Notes, the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest
in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The
Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal
in securities similar to the Notes and selling such Notes to the highest such bidder. However, the Issuer may select a purchaser by any
other means determined by the Issuer in its sole discretion. The Holder of each Note, the Non-Permitted ERISA Holder and each other Person
in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of an interest in the Notes, agrees to cooperate
with the Issuer and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in
connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this sub-section shall
be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Collateral Manager shall be liable to any
Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.


 






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Section 2.12      Treatment
and Tax Certification. (a) Each Holder (which includes, for purposes of this Section 2.12, any beneficial owner of
an interest in a Note) of a Secured Note (or any interest therein) will be deemed to have represented and agreed to treat the Secured
Notes as indebtedness for U.S. federal, state and local income and franchise tax purposes, except as otherwise required by law.


 


(b)           Each
Holder of a Subordinated Note (or any interest therein) will be deemed to have represented and agreed to treat the Subordinated Notes
as equity for U.S. federal, state and local income and franchise tax purposes.


 


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


 


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


 


(e)            [reserved].


 


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


 






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(g)           Each
Holder of a Class C Note or a Subordinated Note (or any interest therein) represents, acknowledges, and agrees, and will be deemed
to have represented, acknowledged and agreed that:


 


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


 


(ii)            such
Note (or any interest therein) may not be acquired, and no Holder of such Note may sell, transfer, assign, participate, pledge or otherwise
dispose of such Note (or any interest therein) or cause the Class C Notes or Subordinated
Note (or any interest therein) to be marketed, (i) on or through an “established securities market” within the meaning
of Section 7704(b)(1) of the Code and Treasury Regulations Section 1.7704-1(b),
including without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) if
such acquisition, sale, transfer, assignment, participation, pledge or other disposition would cause the combined number of holders of
Class C Notes or Subordinated Notes and any other equity interests in the Issuer to be more than 90;


 


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


 


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


 


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


 






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(i)            [reserved].


 


(j)            Each
holder or beneficial owner of a Subordinated Note (or any interest therein) acknowledges and agrees, and will be deemed to have acknowledged
and agreed, that, for so long as the Issuer is classified as a partnership for U.S. federal income tax purposes, it shall not acquire
any Subordinated Notes (or any other interest treated as equity in the Issuer for U.S. federal income tax purposes) if such transfer would
result in the Issuer being treated as a disregarded entity for U.S. federal income tax purposes.


 


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


 


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


 


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


 






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


 


Section 2.13      Additional
Issuance. (a) At any time within the Reinvestment Period, the Issuer may, pursuant to a supplemental indenture in accordance
with Section 8.1 hereof, issue Additional Notes of any Class and use the proceeds to purchase Additional Collateral Obligations
or as otherwise permitted under this Indenture (including Permitted Uses); provided that the following conditions are met:


 


(i)            the
Collateral Manager and the Retention Provider each consent to such issuance and such issuance is consented to by a Supermajority of the
Subordinated Notes unless the Collateral Manager has determined in its sole discretion that it is an issuance required to comply with
the U.S. Risk Retention Rules, the EU Securitisation Laws or the UK Securitisation Laws;


 


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


 


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


 


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


 


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


 


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


 






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(vii)         the
Borrowing Base Condition is satisfied after giving effect to such issuance;


 


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


 


(ix)           such
issuance is accomplished in a manner that allows the independent accountants of the Issuer to accurately provide the tax information relating
to original issue discount required to be provided to the holders of Secured Notes; and


 


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


 


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


 


(c)            In
addition, Additional Notes may be issued in connection with any Refinancing of the Secured Notes in whole without regard to the restrictions
in this Section 2.13, other than the restrictions under clauses (a)(viii) and (ix) of Section 2.13.


 


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


 


ARTICLE III


 


Conditions
Precedent


 


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


 


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


 






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


 


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


 


(iv)          Officers’
Certificate of the Issuer Regarding Indenture. An Officer’s certificate of the Issuer stating that, to the best of the signing
Officer’s knowledge, the Issuer is not in default under this Indenture and that the issuance of the Notes applied for by it will
not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational
documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or
administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that
all conditions precedent provided herein relating to the authentication and delivery of the Notes applied for by it have been complied
with; and that all expenses due or accrued with respect to the Offering of such Notes applied for by it or relating to actions taken on
or in connection with the Closing Date have been paid or reserves therefor have been made. The Officer’s certificate of the Issuer
shall also state that, to the best of the signing Officer’s knowledge, all of the Issuer’s representations and warranties
contained herein are true and correct as of the Closing Date.


 






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


 


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


 


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


 


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


 


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


 


(D)           the
Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased, acquired, entered into binding commitments to
purchase, or identified for purchase on or prior to the Closing Date is U.S.$356,070,275.


 


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


 


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


 


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


 


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


 






    	 	-79-	 



     


    

 


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


 


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


 


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


 


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


 


(VI)          (i) based
on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), each Collateral Obligation included in
the Assets satisfies the requirements of the definition of “Collateral Obligation” and (ii) the requirements of Section 3.1(vii) have
been satisfied;


 


(VII)        upon
the Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets,
except as permitted by this Indenture; and


 


(B)           based
on the certificate of the Collateral Manager delivered pursuant to Section 3.1(vi), the Aggregate Principal Balance of the
Collateral Obligations which the Issuer has purchased, acquired, entered into binding commitments to purchase, or identified for purchase
on or prior to the Closing Date is U.S.$425,000,000.


 


(ix)           Rating
Letter. An Officer’s certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter signed
by the Rating Agency and confirming that each Class of Secured Notes have been assigned the Initial Rating and that such rating is
in effect on the Closing Date.


 


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


 


(xi)           Issuer
Order for Deposit of Funds into Accounts. An Issuer Order signed in the name of the Issuer by a Responsible Officer of the Issuer,
dated as of the Closing Date, authorizing the deposit of (A) U.S.$59,358,518 from the proceeds of the issuance of the Notes into
the Prefunding Account for use pursuant to Section 10.3(c), (B) U.S.$0 from the proceeds of the issuance of the Notes
into the Reinvesting Revolver Funding Account for use pursuant to Section 10.3(e) and (C) U.S.$87,025,942 from the
proceeds of the issuance of the Notes into the Principal Collection Subaccount.


 






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(xii)          [reserved].


 


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


 


Section 3.2        Conditions
to Additional Issuance. Additional Notes to be issued on an Additional Notes Closing Date pursuant to Section 2.13 may
be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered
to the Issuer by the Trustee upon Issuer Order (setting forth registration, delivery and authentication instructions) and upon receipt
by the Trustee of the following:


 


(i)            Officers’
Certificates of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization
by Resolution of the execution and delivery of a supplemental indenture pursuant to Section 8.1(a)(xi) and the execution,
authentication and delivery of the Additional Notes applied for by it, and specifying the Stated Maturity, the principal amount and Interest
Rate of such Additional Notes that are Secured Notes and the Stated Maturity and principal amount of the Subordinated Notes to be authenticated
and delivered and (B) certifying that (1) the attached copy of such Resolution is a true and complete copy thereof, (2) such
Resolutions have not been rescinded and are in full force and effect on and as of the Additional Notes Closing Date and (3) the Officers
authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.


 


(ii)            Governmental
Approvals. From the Issuer either (A) a certificate of the Issuer or other official document evidencing the due authorization,
approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel
of the Issuer to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance
of such Additional Notes or (B) an Opinion of Counsel of the Issuer to the effect that no such authorization, approval or consent
of any governmental body is required for the valid issuance of such Additional Notes except as have been given (provided that the
opinion delivered pursuant to Section 3.2(iii) may satisfy the requirement).


 


(iii)           U.S.
Counsel Opinions. Opinions of Dechert LLP, special U.S. counsel to the Issuer or other counsel acceptable to the Trustee, dated the
Additional Notes Closing Date, in form and substance satisfactory to the Issuer and the Trustee. An opinion of Special Tax Counsel or
tax counsel of nationally recognized standing in the United States experienced in such matters delivered pursuant to Section 2.13(a)(ix).


 


(iv)          [reserved].


 






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(v)           Officers’
Certificates of Issuer Regarding Indenture. An Officer’s certificate of the Issuer stating that the Issuer is not in default
under this Indenture and that the issuance of the Additional Notes applied for by it shall not result in a default or a breach of any
of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement
or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding
to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in this Indenture
and the supplemental indenture pursuant to Section 8.1(a)(xi) relating to the authentication and delivery of the Additional
Notes applied for have been complied with and that the authentication and delivery of the Additional Notes is authorized or permitted
under this Indenture and the supplemental indenture entered into in connection with such Additional Notes; and that all expenses due or
accrued with respect to the offering of the Additional Notes or relating to actions taken on or in connection with the Additional Notes
Closing Date have been paid or reserved. The Officer’s certificate of the Issuer shall also state that all of its representations
and warranties contained herein are true and correct as of the Additional Notes Closing Date.


 


(vi)          Accountants’
Report. An Accountants’ Report in form and content satisfactory to the Issuer (A) if applicable, comparing the issuer,
Principal Balance, coupon/spread, Stated Maturity and country of Domicile with respect to each Collateral Obligation pledged in connection
with the issuance of such Additional Notes and the information provided by the Issuer with respect to every other asset included in the
Assets, by reference to such sources as shall be specified therein, if additional Assets are pledged directly in accordance with such
Additional Notes issuance and (B) specifying the procedures undertaken by them to review data and computations relating to the foregoing
statement; provided that if only additional Subordinated Notes are being issued, no such Accountants’ Report shall be required.


 


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


 


Prior to any Additional Notes
Closing Date, the Trustee shall provide to the Holders notice of such issuance of Additional Notes as soon as reasonably practicable but
in no case less than fifteen (15) days prior to the Additional Notes Closing Date; provided that the Trustee shall receive such
notice at least five (5) Business Days prior to the 15th day prior to such Additional Notes Closing Date. On or prior to any Additional
Notes Closing Date, the Trustee shall provide to the Holders copies of any supplemental indentures executed as part of such issuance pursuant
to the requirements of Section 8.1.


 


Section 3.3         Custodianship;
Delivery of Collateral Obligations and Eligible Investments. (a) The Collateral Manager, on behalf of the Issuer, shall deliver
or cause to be delivered to a custodian appointed by the Issuer, which shall be a Securities Intermediary (the “Custodian”)
or the Trustee, as applicable, all Assets in accordance with the definition of “Deliver.” The Custodian appointed hereby shall
act as custodian for the Issuer and as custodian, agent and bailee for the Trustee on behalf of the Secured Parties for purposes of perfecting
the Trustee’s security interest in those Assets in which a security interest is perfected by Delivery of the related Assets to the
Custodian. Initially, the Custodian shall be the U.S. Bank National Association. Any successor custodian shall be a state or national
bank or trust company that (i) has (A) capital and surplus of at least U.S.$200,000,000 and (B) a credit risk assessment
or senior unsecured rating of at least “BBB+” by S&P and (ii) is a Securities Intermediary. Subject to the limited
right to relocate Assets as provided in Section 7.5(b), the Trustee or the Custodian, as applicable, shall hold (i) all
Collateral Obligations, Eligible Investments, Cash and other investments purchased in accordance with this Indenture and (ii) any
other property of the Issuer otherwise Delivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer, in the
relevant Account established and maintained pursuant to Article X; as to which in each case the Trustee shall have entered
into the Securities Account Control Agreement with the Custodian providing, inter alia, that the establishment and maintenance of such
Account will be governed by a law of a jurisdiction satisfactory to the Issuer and the Trustee.


 






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


 






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ARTICLE IV


 


Satisfaction
And Discharge


 


Section 4.1         Satisfaction
and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights
of Holders to receive payments of principal thereof and interest thereon, (iv) the rights and immunities of the Trustee hereunder
and the obligations set forth in Section 4.2, (v) the rights, obligations and immunities of the Collateral Manager hereunder
and under the Collateral Management Agreement, (vi) the rights and immunities of the Collateral Administrator under the Collateral
Administration Agreement and (vii) the rights of Holders as beneficiaries hereof with respect to the property deposited with the
Trustee and payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture) when:


 


(a)            either:


 


(i)            all
Notes theretofore authenticated and delivered to Holders (other than (A) Notes which have been mutilated, defaced, destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for whose payment Money
has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in
Section 7.3) have been delivered to the Trustee for cancellation; or


 


(ii)            all
Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and
payable at their Stated Maturity within one year, or (C) are to be called for redemption pursuant to Article IX under
an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Issuer pursuant to Section 9.4 and
the Issuer has irrevocably deposited or caused to be deposited with the Trustee, in trust for such purpose, Cash or non-callable direct
obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United
States of America or are debt obligations which are rated “Aaa” by Moody’s and “AAA” by S&P, in an amount
sufficient, as recalculated in an Accountants’ Report by a firm of Independent certified public accountants which are nationally
recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Notes which have become due and payable), or to their Stated Maturity
or Redemption Date, as the case may be, and shall have Granted to the Trustee a valid perfected security interest in such Eligible Investment
that is of first priority and free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto;
provided that this sub-section (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall
have been made and not rescinded, it being understood that the requirements of this clause (a) may be satisfied as set forth in Section 5.7;


 


(b)           the
Issuer has paid or caused to be paid all other sums then due and payable hereunder (including, without limitation, any amounts then due
and payable pursuant to the Collateral Administration Agreement and the Collateral Management Agreement, in each case, without regard
to the Administrative Expense Cap) by the Issuer and no other amounts are scheduled to be due and payable by the Issuer, it being
understood that the requirements of this clause (b) may be satisfied as set forth in Section 5.7; and


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, the Collateral Manager and, if applicable, the
Holders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6,
6.7, 7.1, 7.3, 13.1, 14.10, 14.11, 14.12 and 14.16 shall survive.


 






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Section 4.2        Application
of Trust Money. All Cash and obligations deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it in accordance with the provisions of the Notes and this Indenture, including, without limitation, the Priority of Payments,
to the payment of principal and interest (or other amounts with respect to the Subordinated Notes), either directly or through any Paying
Agent, as the Trustee may determine; and such Cash and obligations shall be held in a segregated account identified as being held in trust
for the benefit of the Secured Parties.


 


Section 4.3         Repayment
of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all
Monies then held by any Paying Agent other than the Trustee under the provisions of this Indenture shall, upon demand of the Issuer, be
paid to the Trustee to be held and applied pursuant to Section 7.3 hereof and in accordance with the Priority of Payments
and thereupon such Paying Agent shall be released from all further liability with respect to such Monies.


 


Section 4.4         Liquidation
of Assets. (a) In the event of the liquidation of the Assets as specified in accordance with Article V and the net
proceeds from such liquidation and all available Cash has been used for the payment of (or establishment of a reserve for) all Administrative
Expenses (in the same manner and order of priority in the definition thereof), Aggregate Collateral Management Fees and interest and principal
on the Secured Notes so that the Secured Notes have been redeemed and paid in full, the Subordinated Notes will become the Controlling
Class and the Holders of the Subordinated Notes will have all rights of the Holders of the Controlling Class under this Indenture.
In addition, the Holders of the Subordinated Notes, as the Holders of the Controlling Class, would be able to cause the satisfaction and
discharge of this Indenture.


 


(b)  To the
extent the Assets are liquidated as specified in Article V in herein in any way and the net proceeds from such liquidation
and all available Cash has been used for the payment of (or establishment of a reserve for) all Administrative Expenses (in the same manner
and order of priority in the definition thereof), Aggregate Collateral Management Fees, and interest and principal on the Secured Notes
so that the Secured Notes have been redeemed and paid in full, any excess amounts shall be paid on the Subordinated Notes pursuant to
Section 11.1(a) and if such amounts are insufficient to pay the Subordinated Notes in full or there are no excess amounts
to pay on the Subordinated Notes, the Subordinated Notes shall be deemed to be redeemed and paid in full, unless such Subordinated Notes
were previously redeemed or repaid prior thereto as otherwise described herein.


 






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ARTICLE V


 


Remedies


 


Section 5.1         Events
of Default. “Event of Default”, wherever used herein, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(a)            a
default in the payment, when due and payable, of (i) any interest on the Class A Notes or the Class B Notes or, if no Class A
Notes or Class B Notes are Outstanding, the Class C Notes (other than previously accrued Deferred Interest), which such default
continues for two Business Days after a Trust Officer of the Trustee has actual knowledge or receives written notice from any holder of
Notes of such payment default or (ii) any principal of, or interest (including Deferred Interest) on, or any Redemption Price in
respect of, any Secured Note at its Stated Maturity or any Redemption Date; provided that the failure to effect any Optional Redemption
which is withdrawn by the Issuer in accordance with this Indenture or with respect to which any Refinancing fails to occur shall not constitute
an Event of Default and provided further that, solely with respect to clause (i) above, in the case of a failure to disburse
funds due to an administrative error or omission by the Collateral Manager, Trustee, Collateral Administrator or any Paying Agent, such
failure continues for seven Business Days after a Trust Officer of the Trustee receives written notice or has actual knowledge of
such administrative error or omission;


 


(b)           any
of the Issuer or the Assets become an investment company required to be registered under the 1940 Act and such requirement has not been
eliminated after a period of 45 days;


 


(c)           except
as otherwise provided in this Section 5.1, a material breach of any other covenant of the Issuer herein (other than any failure
to satisfy any of the Concentration Limitations, Portfolio Tests or Borrowing Base Condition, or other covenants or agreements for which
a specific remedy has been provided hereunder), or the failure of any material representation or warranty of the Issuer made herein or
in any certificate or other writing delivered pursuant hereto or in connection herewith to be correct in each case in all material respects
when the same shall have been made which breach or failure has a material adverse effect on the Holders of the Notes, and the continuation
of such breach or failure for a period of 45 days after notice to the Issuer and the Collateral Manager by the Trustee (at the direction
of a Supermajority of the Controlling Class) or to the Issuer, the Collateral Manager and the Trustee by the Holders of at least a Supermajority
of the Controlling Class in each case, by registered or certified mail or overnight delivery service, specifying such breach or failure
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; provided that the
delivery of a certificate or other report which corrects any inaccuracy contained in a previous report or certification shall be deemed
to cure such inaccuracy as of the date of delivery of such updated report or certificate and any and all inaccuracies arising from continuation
of such initial inaccurate report or certificate and the sale or other disposition of any asset that did not at the time of its acquisition
satisfy clause (a) of the Investment Criteria shall cure any breach or failure arising therefrom as of the date of such failure;


 


(d)           the
entry of a decree or order by a court having competent jurisdiction adjudging the Issuer as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of the Issuer under any other applicable bankruptcy law,
or appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the Issuer or of any substantial part
of its property, respectively, or ordering the winding up or liquidation of its affairs, respectively, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or


 






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(e)            the
institution by the Issuer of Proceedings to have the Issuer adjudicated as bankrupt or insolvent, or the consent of the Issuer to the
institution of bankruptcy or insolvency Proceedings against the Issuer or the filing by the Issuer of a petition or answer or consent
seeking reorganization or relief under any applicable bankruptcy law, or the consent by the Issuer to the filing of any such petition
or to the appointment in a Proceeding of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of
the Issuer or of any substantial part of its property, respectively, or the making by the Issuer of an assignment for the benefit of creditors,
or the admission by the Issuer in writing of its inability to pay its debts generally as they become due, or the taking of any action
by the Issuer in furtherance of any such action.


 


Upon a Responsible Officer’s
(or a Trust Officer’s, in the case of the Trustee) obtaining knowledge of the occurrence of an Event of Default, each of (i) the
Issuer, (ii) the Trustee and (iii) the Collateral Manager shall notify each other. Upon the occurrence of an Event of Default
known to a Trust Officer of the Trustee, the Trustee shall promptly (and in no event later than three Business Days thereafter) notify
the Noteholders (as their names appear on the Register and by posting to the Trustee internet website), each Paying Agent and the Rating
Agency (unless such Event of Default has been waived as provided in Section 5.14).


 


Section 5.2       Acceleration
of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified
in Section 5.1(d) or (e)), the Trustee (subject to its rights under this Indenture) may, and shall, upon the written
direction of a Supermajority of the Controlling Class, by notice to the Issuer and the Rating Agency, declare the principal of all the
Secured Notes and all other amounts whatsoever payable by the Issuer to be immediately due and payable, and upon any such declaration
such principal, together with all accrued and unpaid interest thereon (including accrued and unpaid Deferred Interest), and other amounts
payable hereunder, shall become immediately due and payable and, unless such declaration is subsequently rescinded, the Reinvestment Period
shall terminate. If an Event of Default specified in Section 5.1(d) or (e) occurs, all unpaid principal,
together with all accrued and unpaid interest thereon, of all the Secured Notes, and other amounts payable thereunder and hereunder, shall
automatically become due and payable without any declaration or other act on the part of the Trustee or any Noteholder.


 






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(b)           At
any time after such a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the Money due
has been obtained by the Trustee as hereinafter provided in this Article V, a Supermajority of the Controlling Class by
written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:


 


(i)            The
Issuer has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)          all
unpaid installments of interest and principal then due on the Secured Notes (other than any principal amounts due to the occurrence of
an acceleration); and


 


(B)           all
unpaid taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator
under the Collateral Administration Agreement or hereunder, accrued and unpaid Aggregate Collateral Management Fees then due and owing
and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Aggregate Collateral Management
Fees.


 


(ii)            It
has been determined that all Events of Default, other than the nonpayment of the interest on or principal of the Secured Notes that has
become due solely by such acceleration, have:


 


(A)          been
cured; and


 


(I)            in
the case of an Event of Default specified in Section 5.1(a) due to failure to pay interest on the Class A Notes
or the Class B Notes the Holders of at least a Majority of the Controlling Class, by written notice to the Trustee, has agreed with
such determination (which agreement shall not be unreasonably withheld); or


 


(II)           in
the case of any other Event of Default, the Holders of at least a Majority of each Class of Secured Notes (voting separately by Class),
in each case, by written notice to the Trustee, has agreed with such determination (which agreement shall not be unreasonably withheld);
or


 


(B)           been
waived as provided in Section 5.14.


 


No such rescission shall affect
any subsequent Default or impair any right consequent thereon. The Trustee shall promptly give written notice of any such rescission to
the Rating Agency.


 


Section 5.3         Collection
of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment
of any principal of or interest when due and payable on any Secured Note, the Issuer will, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holder of such Secured Note, the whole amount, if any, then due and payable on such Secured Note for principal
and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable,
upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee
and its agents and counsel.


 






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If the Issuer fails to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall, subject to the
terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a Proceeding
for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same
against the Issuer or any other obligor upon the Secured Notes and collect the Monies adjudged or decreed to be payable in the manner
provided by law out of the Assets.


 


If an Event of Default occurs
and is continuing, the Trustee may in its discretion, and shall, subject to the terms of this Indenture (including Section 6.3(e))
upon written direction of the Supermajority of the Controlling Class, proceed to protect and enforce its rights and the rights of the
Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or
as the Trustee may be directed by the Supermajority of the Controlling Class, to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement herein or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.


 


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


 


(a)            to
file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes, as applicable,
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and
for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee,
except as a result of negligence or bad faith) and of the Holders of Secured Notes allowed in any Proceedings relative to the Issuer
or to the creditors or property of the Issuer;


 


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


 


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


 






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


 


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


 


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


 


Section 5.4         Remedies.
(a) If an Event of Default has occurred and is continuing, and the Secured Notes have been declared due and payable and such declaration
and its consequences have not been rescinded and annulled, the Issuer agrees that the Trustee may, and shall, subject to the terms of
this Indenture (including Section 6.3(e)), upon written direction of a Supermajority of the Controlling Class, to the extent
permitted by applicable law, exercise one or more of the following rights, privileges and remedies:


 


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


 


(ii)            sell
or cause the sale of all or a portion of the Assets or rights or interests therein, at one or more public or private sales called and
conducted in any manner permitted by law and in accordance with Section 5.17 hereof; provided that the Trustee
shall promptly give written notice of any such sale of Assets to the Rating Agency;


 


(iii)           institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Assets;


 


(iv)          exercise
any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of
the Trustee and the Holders of the Secured Notes hereunder (including exercising all rights of the Trustee under the Securities Account
Control Agreement); and


 






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


 


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


 


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


 


(b)           If
an Event of Default as described in Section 5.1(c) hereof shall have occurred and be continuing the Trustee may, and
at the direction of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, subject
to the terms of this Indenture (including Section 6.3(e)), institute a Proceeding solely to compel performance of the covenant
or agreement or to cure the representation or warranty, the breach of which gave rise to the Event of Default under Section 5.1(c),
and enforce any equitable decree or order arising from such Proceeding.


 


(c)           Upon
any sale, whether made under the power of sale hereby given or by virtue of judicial Proceedings, any Secured Party may bid for and purchase
the Assets or any part thereof and, upon compliance with the terms of sale, may hold, retain, possess or dispose of such property in its
or their own absolute right without accountability.


 


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


 


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


 


(d)           Notwithstanding
any other provision of this Indenture, none of the Trustee, the Secured Parties, the Noteholders or the beneficial owners of any Notes
may, prior to the date which is one year and one day (or if longer, any applicable preference period and one day) after the payment
in full of all Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement,
insolvency, moratorium, winding-up or liquidation Proceedings, or other Proceedings under U.S. federal or state bankruptcy or similar
laws. Nothing in this Section 5.4 shall preclude, or be deemed to stop, the Trustee (i) from taking any action prior
to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer or (B) any
involuntary insolvency Proceeding filed or commenced by a Person other than the Trustee, or (ii) from commencing against the Issuer
or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
Proceeding.


 






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Section 5.5          Optional
Preservation of Assets. (a) Subject to Section 2.7(i) but notwithstanding any other provision to the contrary
herein (but subject to the right of the Collateral Manager to direct the Trustee to sell Collateral Obligations or Equity Securities
in strict compliance with Section 12.1), if an Event of Default shall have occurred and be continuing, the Trustee shall
retain the Assets securing the Secured Notes intact, collect and cause the collection of the proceeds thereof and make and apply all
payments and deposits and maintain all accounts in respect of the Assets and the Notes in accordance with the Priority of Payments and
the provisions of Article X, Article XII and Article XIII unless:


 


(i)             the
Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Assets (after
deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due (or,
in the case of interest, accrued) and unpaid on the Secured Notes for principal and interest (including accrued and unpaid Deferred
Interest and all other amounts payable prior to payment of principal on the Secured Notes (including amounts due and owing as Administrative
Expenses (without regard to the Administrative Expense Cap) and due and unpaid Aggregate Collateral Management Fees)) and a Supermajority
of the Controlling Class agrees with such determination; or


 


(ii)            the
Holders of at least a Supermajority of the Controlling Class direct the sale and liquidation of the Assets.


 


So long as such Event of
Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions
specified in clause (i), (ii), (iii) or (iv) exist. In the event that a liquidation of the Assets is effected pursuant to clause
(i), (ii), (iii) or (iv) above, the Trustee shall use reasonable efforts to notify KBRA.


 


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


 


(c)            In
determining whether the condition specified in Section 5.5(a)(i)  exists, the Trustee shall use reasonable efforts to
obtain, with the cooperation of the Collateral Manager, bid prices with respect to each Asset from two nationally recognized dealers
(as specified by the Collateral Manager in writing) at the time making a market in such Assets and shall compute the anticipated
proceeds of sale or liquidation on the basis of the lower of such bid prices for each such Asset. In the event that the Trustee, with
the cooperation of the Collateral Manager, is only able to obtain bid prices with respect to each Asset from one nationally recognized
dealer at the time making a market in such Assets, the Trustee shall compute the anticipated proceeds of the sale or liquidation on the
basis of such one bid price for each such Asset. In addition, for the purposes of determining issues relating to the execution of a sale
or liquidation of the Assets and the execution of a sale or other liquidation thereof in connection with a determination whether the
condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment
banking firm of national reputation (the cost of which shall be payable as an Administrative Expense).


 






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(d)            The
Trustee shall deliver to the Noteholders and the Collateral Manager a report stating the results of any determination required pursuant
to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations
required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of a Supermajority of
the Controlling Class at any time during which the Trustee retains the Assets pursuant to Section 5.5(a)(i).


 


(e)            Prior
to the sale of any Assets in connection with Section 5.5(a), the Trustee shall offer the Collateral Manager or an Affiliate
thereof the right to purchase such Asset at a price at least equal to the sum of the Redemption Prices of a ratable share of the Secured
Notes in accordance with Section 5.5(c). The Collateral Manager and its affiliates will have 10 Business Days following such
offer to exercise such right to purchase. The Collateral Manager or an Affiliate thereof shall have the right to bid on any Assets sold
in any sale pursuant to this Section 5.5.


 


Section 5.6          Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or under any of the Secured
Notes may be prosecuted and enforced by the Trustee without the possession of any of the Secured Notes or the production thereof in any
trial or other Proceeding relating thereto, and any such action or Proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall be applied as set forth in Section 5.7 hereof.


 


Section 5.7          Application
of Money Collected. Any Money collected by the Trustee with respect to the Notes pursuant to this Article V and any Money
that may then be held or thereafter received by the Trustee with respect to the Notes hereunder shall be applied, subject to Section 13.1 and
in accordance with the provisions of Section 11.1(a)(iii), at the date or dates fixed by the Trustee. Upon the final distribution
of all proceeds of any liquidation effected hereunder, the provisions of Section 4.1(a) and (b) shall be
deemed satisfied for the purposes of discharging this Indenture pursuant to Article IV. Furthermore, upon such liquidation
and final distribution, the Subordinated Notes shall be deemed to be redeemed and paid in full, even if amounts paid pursuant to Section 11.1(a) are
insufficient to pay the Subordinated Notes in full as set forth in Section 4.4(b).


 






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Section 5.8          Limitation
on Suits. No Holder of any Note shall have any right to institute any Proceedings, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


(b)            the
Holders of not less than 25% of the then Aggregate Outstanding Amount of the Notes of the Controlling Class shall have made written
request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder and such Holder
or Holders have provided the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses (including reasonable
attorneys’ fees and expenses) and liabilities to be incurred in compliance with such request;


 


(c)            the
Trustee, for 30 days after its receipt of such notice, request and provision of such indemnity, has failed to institute any such
Proceeding; and


 


(d)            no
direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling
Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of,
or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of
the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same Class or
to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders
of Notes of the same Class subject to and in accordance with Section 13.1 and the Priority of Payments.


 


In the event the Trustee
shall receive conflicting or inconsistent requests and indemnity pursuant to this Section 5.8 from two or more groups of
Holders of the Controlling Class, each representing less than a Majority of the Controlling Class, the Trustee shall act in accordance
with the request specified by the group of Holders with the greatest percentage of the Aggregate Outstanding Amount of the Controlling
Class, notwithstanding any other provisions of this Indenture. If all such groups represent the same percentage, the Trustee, in its
sole discretion, may determine what action, if any, shall be taken.


 


Section 5.9          Unconditional
Rights of Secured Note Holders to Receive Principal and Interest. Subject to Section 2.7(i), but notwithstanding any
other provision of this Indenture, the Holder of any Secured Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest on such Secured Note, as such principal, interest and other amounts become due and payable in
accordance with the Priority of Payments and Section 13.1, as the case may be, and, subject to the provisions of Section 5.4(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.


 


Section 5.10          Restoration
of Rights and Remedies. If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this
Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to
such Noteholder, then and in every such case the Issuer, the Trustee and such Noteholder shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Noteholder shall continue as though no such Proceeding had been instituted.


 






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Section 5.11          Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 


Section 5.12          Delay
or Omission Not Waiver. No delay or omission of the Trustee or any Holder of Secured Notes to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein or of a subsequent Event of Default. Every right and remedy given by this Article V or by law to the Trustee or to
the Holders of the Secured Notes may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders of the Secured Notes.


 


Section 5.13          Control
by Supermajority of Controlling Class. A Supermajority of the Controlling Class shall have the right following the occurrence,
and during the continuance, of an Event of Default to cause the institution of and direct the time, method and place of conducting any
Proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee under this Indenture;
provided that:


 


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


 


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


 


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


 


(d)            notwithstanding
the foregoing, any direction to the Trustee to undertake a Sale of the Assets shall be by the Holders of Notes representing the requisite
percentage of the Aggregate Outstanding Amount of Notes specified in Section 5.4 and/or Section 5.5.


 


Section 5.14          Waiver
of Past Defaults. Prior to the time a judgment or decree for payment of the Money due has been obtained by the Trustee, as provided
in this Article V, a Majority of the Controlling Class may on behalf of the Holders of all the Notes waive any past
Default or Event of Default and its consequences, except a Default:


 


(a)            in
the payment of the principal of any Secured Note (which may be waived only with the consent of the Holder of such Secured Note);


 


(b)            in
the payment of interest on any Secured Note (which may be waived only with the consent of the Holder of such Secured Note);


 






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(c)            in
respect of a covenant or provision hereof that under Section 8.2 cannot be modified or amended without the waiver or
consent of the Holder of each Outstanding Note materially and adversely affected thereby (which may be waived only with the consent of
each such Holder); or


 


(d)            in
respect of a representation contained in Section 7.19 (which may be waived only by a Majority of the Controlling Class).


 


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 Rating Agency, the Collateral Manager and each Holder. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture.


 


Section 5.15          Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% of the Aggregate Outstanding
Amount of the Controlling Class, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or
interest on any Note on or after the applicable Stated Maturity (or, in the case of redemption, on or after the applicable Redemption
Date).


 


Section 5.16          Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any valuation, appraisement,
redemption or marshalling law or rights, in each case wherever enacted, now or at any time hereafter in force, which may affect the covenants
set forth in, the performance of, or any remedies under this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law or rights, and 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.


 


Section 5.17          Sale
of Assets. (a) The power to effect any sale (a “Sale”) of any portion of the Assets pursuant to Sections
5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Assets remaining unsold, but shall continue
unimpaired (subject to Section 5.5(e) in the case of sales pursuant to Section 5.5) until the entire Assets
shall have been sold or all amounts secured by the Assets shall have been paid. The Trustee may upon notice to the Noteholders, and shall,
upon direction of a Majority of the Controlling Class, from time to time postpone any Sale by public announcement made at the time and
place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided
that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses (including costs and expenses of its attorneys
and agents) incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7
or other applicable terms hereof.


 






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


 


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


 


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


 


Section 5.18          Action
on the Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by
the seeking or obtaining of or application for any other relief under or with respect to this Indenture. Neither the lien of this Indenture
nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against
the Issuer or by the levy of any execution under such judgment upon any portion of the Assets or upon any of the assets of the Issuer.


 






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ARTICLE VI


 


The
Trustee


 


Section 6.1          Certain
Duties and Responsibilities. (a) Except during the continuance of an Event of Default known to the Trustee:


 


(i)            the
Trustee undertakes to perform such duties and only such duties as are specifically set forth herein, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and


 


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


 


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


 


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


 


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


 


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


 


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


 






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(iv)            no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial or other liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall
have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability
is not reasonably assured to it unless such risk or liability relates to the performance of its ordinary incidental services, including
mailing of notices under this Indenture; and


 


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


 


(d)            For
all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default described
in Sections 5.1(b), (c), (d), or (e), 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 or this Indenture.
For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made herein to such an
Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which the Trustee
is deemed to have notice as described in this Section 6.1.


 


(e)            Upon
the Trustee receiving written notice from the Collateral Manager that an event constituting “Cause” as defined in the Collateral
Management Agreement has occurred, the Trustee shall, not later than three Business Days thereafter, forward such notice to the Noteholders
(as their names appear in the Register) and post such notice to the Trustee internet website.


 


(f)            Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 6.1.


 


Section 6.2          Notice
of Event of Default. Promptly (and in no event later than three Business Days) after the occurrence of any Event of Default
actually known to a Trust Officer of the Trustee or after any declaration of acceleration has been made or delivered to the Trustee pursuant
to Section 5.2, the Trustee shall transmit by mail to the Collateral Manager, the Rating Agency, and all Holders, as their
names and addresses appear on the Register, notice of all Event of Defaults hereunder known to the Trustee, unless such Event of Default
shall have been cured or waived.


 


Section 6.3          Certain
Rights of Trustee. Except as otherwise provided in Section 6.1:


 


(a)            the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties. Any electronically signed document delivered via email (including,
without limitation, an Issuer Order) from a person purporting to be a Responsible Officer shall be considered signed or executed by such
Responsible Officer on behalf of the applicable Person. The Trustee shall have no duty to inquire into or investigate the authenticity
or authorization of any such electronic signature without any liability with respect thereto;


 






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


 


(c)            whenever
in the administration of this Indenture the Trustee shall (i) deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officer’s certificate or Issuer Order or (ii) be required to determine
the value of any Assets or funds hereunder or the cash flows projected to be received therefrom, the Trustee may, in the absence of bad
faith on its part, rely on reports of nationally recognized accountants (which may or may not be the Independent accountants appointed
by the Issuer pursuant to Section 10.9), investment bankers or other Persons qualified to provide the information required
to make such determination, including nationally recognized dealers in Assets of the type being valued, securities quotation services,
loan pricing services and loan valuation agents;


 


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


 


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


 


(f)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Trustee, in its discretion, may,
and upon the written direction of a Majority of the Controlling Class or of the Rating Agency shall (subject to the right hereunder
to be indemnified to its reasonable satisfaction for associated expense and liability), make such further inquiry or investigation into
such facts or matters as it may see fit or as it shall be directed, and the Trustee shall be entitled, on reasonable prior notice to
the Issuer and the Collateral Manager, to examine the books and records relating to the Notes and the Assets, personally or by agent
or attorney, during the Issuer’s or the Collateral Manager’s normal business hours; provided that the Trustee shall,
and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be required by law
or by any regulatory, administrative or governmental authority and (ii) to the extent that the Trustee, in its sole discretion,
may determine that such disclosure is consistent with its obligations hereunder; provided further that the Trustee may disclose
on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its responsibilities
hereunder;


 






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(g)            the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or
attorneys; provided that the Trustee shall not be responsible for any misconduct or negligence on the part of any agent appointed
or attorney appointed, with due care by it hereunder;


 


(h)            the
Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within
its rights or powers hereunder, including actions or omissions to act at the direction of the Collateral Manager;


 


(i)            nothing
herein shall be construed to impose an obligation on the part of the Trustee to monitor, recalculate, evaluate or verify or independently
determine the accuracy of any report, certificate or information received from the Issuer or Collateral Manager (unless and except to
the extent otherwise expressly set forth herein);


 


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


 


(k)            the
Trustee shall not be liable for the actions or omissions of, or any inaccuracies in the records of, the Collateral Manager, the Issuer,
any Paying Agent (other than the Trustee), DTC, Euroclear, Clearstream, or any other clearing agency or depository and without limiting
the foregoing, the Trustee shall not be under any obligation to monitor, evaluate or verify compliance by the Collateral Manager with
the terms hereof or of the Collateral Management Agreement, or to verify or independently determine the accuracy of information received
by the Trustee from the Collateral Manager (or from any selling institution, agent bank, trustee or similar source) with respect
to the Assets;


 


(l)            notwithstanding
any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary”
as defined in the UCC) to the contrary, none of the Trustee, the Custodian or the Securities Intermediary shall be under a duty
or obligation in connection with the acquisition or Grant by the Issuer to the Trustee of any item constituting the Assets, or to evaluate
the sufficiency of the documents or instruments delivered to it by or on behalf of the Issuer in connection with its Grant or otherwise,
or in that regard to examine any Underlying Instrument, in each case, in order to determine compliance with applicable requirements of
and restrictions on transfer in respect of such Assets;


 






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(m)            in
the event the Bank (or one of its Affiliates) is also acting in the capacity of Paying Agent, Registrar, Transfer Agent, Custodian or
Securities Intermediary, the rights, protections, benefits, immunities and indemnities afforded to the Trustee pursuant to this Article VI
shall also be afforded to the Bank (or such Affiliate) acting in such capacities; provided that such rights, protections,
benefits, immunities and indemnities shall be in addition to any rights, immunities and indemnities provided in any other documents to
which the Bank (or such Affiliate) in such capacity is a party; provided further however, that the foregoing shall not be construed
to impose upon the Paying Agent, Registrar, Transfer Agent, Custodian or Securities Intermediary any of the duties or standards of care
(including without limitation any duties of a prudent person) of the Trustee;


 


(n)            any
permissive right of the Trustee to take or refrain from taking actions enumerated herein shall not be construed as a duty;


 


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


 


(p)            the
Trustee shall not be deemed to have notice or knowledge of any matter unless a Trust Officer responsible for the Administration of this
Indenture has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and
such notice references the Notes generally, the Issuer or this Indenture. Whenever reference is made herein to a Default or an Event
of Default such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer
only to a Default or an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph;


 


(q)            the
Trustee shall not be responsible for delays or failures in performance resulting from circumstances beyond its control (such circumstances
include but are not limited to acts of God, strikes, lockouts, riots, acts of war, loss or malfunctions of utilities, computer (hardware
or software) or communications services);


 


(r)            to
help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies
individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address,
tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing
the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering
memorandum, or other identifying documents to be provided. Nothing herein shall be construed to impose any liability or obligation on
the part of the Trustee to monitor AML Compliance by any person;


 


(s)            to
the extent not inconsistent herewith, the rights, protections, immunities and indemnities afforded to the Trustee pursuant to this Indenture
also shall be afforded to the Bank and its Affiliates in each of their respective capacities under the Transaction Documents and also
to the Collateral Administrator; provided that, with respect to the Collateral Administrator, such rights, protections, immunities
and indemnities shall be in addition to any rights, immunities and indemnities provided in the Collateral Administration Agreement; provided,
further, that the protections afforded to the Collateral Administrator under Section 4(f) of the Collateral Administration
Agreement shall also be afforded to the Trustee hereunder;


 






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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 party or dealing as principal for its own account. If otherwise qualified, obligations of the Bank or
any of its Affiliates shall qualify as Eligible Investments hereunder;


 


(u)            the
Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic
self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with
respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and
(iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.7
of this Indenture;


 


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


 


(w)            unless
the Trustee receives written notice of an error or omission related to financial information or disbursements provided to Holders within
90 days of Holders’ receipt of the same, the Trustee shall have no liability in connection with such and, absent direction by the
requisite percentage of Holders entitled to direct the Trustee, no further obligations in connection thereof;


 


(x)            the
Trustee will be under no obligation to (i) confirm or verify whether the conditions to the Delivery of the Assets have been satisfied
or to determine whether or not a Collateral Obligation is eligible for purchase hereunder or meets the criteria in the definition thereof
or (ii) evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Issuer in connection with
the Grant by the Issuer to the Trustee of any item constituting the Assets or otherwise, or in that regard to examine any Underlying
Instruments, in order to determine compliance with the applicable requirements of and restrictions on transfer of a Collateral Obligation;
and


 


(y)            the
Trustee shall have no obligation to determine the Retention Basis Amount or verify or monitor whether the U.S. Risk Retention Rules have
been or will be complied with. Nothing herein shall be construed to impose any liability or obligation on the part of the Trustee, the
Collateral Administrator or the Paying Agent to monitor compliance by any Person with FATCA.


 






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Section 6.4          Not
Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, other than the Certificate of Authentication
thereon, shall be taken as the statements of the Issuer; and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representation as to the validity or sufficiency of this Indenture (except as may be made with respect to the validity of the
Trustee’s obligations hereunder), the Assets or the Notes. The Trustee shall not be accountable for the use or application by the
Issuer of the Notes or the proceeds thereof or any Money paid to the Issuer pursuant to the provisions hereof.


 


Section 6.5          May Hold
Notes. The Trustee, any Paying Agent, Registrar or any other agent of the Issuer, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Issuer or any of its Affiliates with the same rights it would have if it
were not Trustee, Paying Agent, Registrar or such other agent.


 


Section 6.6          Money
Held in Trust. Money held by the Trustee hereunder shall be held in trust to the extent required herein. The Trustee shall be under
no liability for interest on any Money received by it hereunder except to the extent of income or other gain on investments which are
deposits in or certificates of deposit of the Bank (or one of its Affiliates) in its commercial capacity and income or other gain actually
received by the Trustee on Eligible Investments.


 


Section 6.7          Compensation
and Reimbursement. (a) The Issuer agrees:


 


(i)            to
pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee schedule, for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(ii)            except
as otherwise expressly provided herein, to reimburse the Trustee (in each of its capacities) 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, any costs related to FATCA compliance, securities transaction charges and
the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking
firm employed by the Trustee pursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense,
disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith) but with respect to securities
transaction charges, only to the extent any such charges have not been waived during a Collection Period due to the Trustee’s receipt
of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager;


 


(iii)            to
indemnify the Bank, the Custodian and the Trustee (in each of its capacities) 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 and fees and
expenses of its experts) incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection
with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending
themselves (including reasonable attorney’s fees and costs) against any claim (whether brought by or involving the Issuer
or any third party) or liability in connection with the exercise or performance of any of their powers or duties hereunder and under
any other agreement or instrument related hereto and of enforcing this Indenture and the other Transaction Documents (including any indemnification
rights hereunder and thereunder); and


 






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(iv)            to
pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees and expenses) for
any collection or enforcement action taken pursuant to Section 6.13 or Article V, respectively.


 


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


 


(c)            The
Trustee hereby agrees not to cause the filing against the Issuer or any of its subsidiaries, of a petition in bankruptcy for the non-payment
to the Trustee of any amounts provided by this Section 6.7 until at least one year and one day, or, if longer, the applicable
preference period then in effect and one day, after the payment in full of all Notes issued under this Indenture.


 


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


 


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


 






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Section 6.9          Resignation
and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10.


 


(b)            Subject
to Section 6.9(a), the Trustee may resign at any time by giving not less than 30 days’ written notice thereof
to the Issuer, the Collateral Manager, the Holders of the Notes and the Rating Agency. Upon receiving such notice of resignation, the
Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written
instrument, in duplicate, executed by a Responsible Officer of the Issuer, one copy of which shall be delivered to the Trustee so resigning
and one copy to the successor Trustee or Trustees, together with a copy to each Holder and the Collateral Manager; provided that
such successor Trustee shall be appointed only upon the written consent of a Majority of the Secured Notes or, at any time when an Event
of Default shall have occurred and be continuing or when a successor Trustee has been appointed pursuant to Section 6.9(e),
by an Act of a Majority of the Controlling Class. If no successor Trustee shall have been appointed and an instrument of acceptance by
a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction
for the appointment of a successor Trustee satisfying the requirements of Section 6.8.


 


(c)            The
Trustee may be removed at any time upon 30 days written notice by Act of a Majority of each Class of Notes or, at any time when
an Event of Default shall have occurred and be continuing by an Act of a Majority of the Controlling Class, delivered to the Trustee
and to the Issuer.


 


(d)            If
at any time:


 


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


 


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


 


then, in any such case (subject to
Section 6.9(a)), (A) the Issuer, by Issuer Order, may remove the Trustee, or (B) subject to Section 5.15,
any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.


 






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(e)            If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any
reason (other than resignation), the Issuer, by Issuer Order, shall promptly appoint a successor Trustee. If the Issuer shall fail to
appoint a successor Trustee within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor
Trustee may be appointed by a Majority of the Controlling Class by written instrument delivered to the Issuer and the retiring Trustee.
The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede
any successor Trustee proposed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or a Majority of the
Controlling Class and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, the
Trustee or any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


(f)            The
Issuer shall give prompt notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first class mail, postage prepaid, to the Collateral Manager, to the Rating Agency and to the Holders
of the Notes as their names and addresses appear in the Register. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Issuer. If the Bank shall resign or
be removed as Trustee, the Bank shall also resign or be removed as Paying Agent, Collateral Administrator, Registrar and any other capacity
in which the Bank or one of its Affiliates is then acting pursuant to this Indenture or any other Transaction Document.


 


Section 6.10          Acceptance
of Appointment by Successor. Every successor Trustee appointed hereunder shall meet the requirements of Section 6.8 and
shall execute, acknowledge and deliver to the Issuer and the retiring Trustee an instrument accepting such appointment. Upon delivery
of the required instruments, the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring
Trustee; but, on request of the Issuer or a Majority of the Controlling Class or the successor Trustee, such retiring Trustee shall,
upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all the rights, powers
and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and Money held
by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.


 


Section 6.11          Merger,
Conversion, Consolidation or Succession to Business of Trustee. Any organization or entity into which the Trustee may be merged or
converted or with which it may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any organization or entity succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder; provided that such organization or entity shall be otherwise
qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part
of any of the parties hereto. In case any of the Notes has been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.


 






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Section 6.12          Co-Trustees.
At any time or times, the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee (subject to written
notice to the Rating Agency), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim
and take such other actions pursuant to Section 5.6 herein and to make such claims and enforce such rights of action
on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.


 


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


 


Should any written instrument
from the Issuer be required by any co-trustee so appointed, more fully confirming to such co-trustee such property, title, right or power,
any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. The Issuer agrees to pay, to the
extent funds are available therefor under Section 11.1(a)(i)(A), for any reasonable fees and expenses in connection with
such appointment.


 


Every co-trustee shall, to
the extent permitted by law, but to such extent only, be appointed subject to the following terms:


 


(a)            the
Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities,
Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely
by the Trustee;


 


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


 


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


 


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


 






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


 


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


 


The Issuer shall notify the
Rating Agency of the appointment of a co-trustee hereunder.


 


Section 6.13          Certain
Duties of Trustee Related to Delayed Payment of Proceeds. If the Trustee shall not have received a payment with respect to any Asset
on its Due Date, (a) the Trustee shall promptly notify the Issuer and the Collateral Manager in writing or electronically and (b) unless
within three Business Days (or the end of the applicable grace period for such payment, if any) after such notice (x) such
payment shall have been received by the Trustee or (y) the Issuer, in its absolute discretion (but only to the extent permitted
by Section 10.2(a)), shall have made provision for such payment satisfactory to the Trustee in accordance with Section 10.2(a),
the Trustee shall, not later than the Business Day immediately following the last day of such period and in any case upon request by
the Collateral Manager, request the issuer of such Asset, the trustee under the related Underlying Instrument or a paying agent designated
by either of them, as the case may be, to make such payment not later than three Business Days after the date of such request. If such
payment is not made within such time period, the Trustee, subject to the provisions of clause (iv) of Section 6.1(c),
shall take such reasonable action as the Collateral Manager shall direct. Any such action shall be without prejudice to any right to
claim a Default or Event of Default under this Indenture. If the Issuer or the Collateral Manager requests a release of an Asset and/or
delivers an Additional Collateral Obligation in connection with any such action under the Collateral Management Agreement or under this
Indenture, such release and/or substitution shall be subject to Section 10.8 and Article XII of this Indenture,
as the case may be. Notwithstanding any other provision hereof, the Trustee shall deliver to the Issuer or its designee any payment with
respect to any Asset or any Additional Collateral Obligation received after the Due Date thereof to the extent the Issuer previously
made provisions for such payment satisfactory to the Trustee in accordance with this Section 6.13 and such payment shall
not be deemed part of the Assets.


 


Section 6.14          Authenticating
Agents. Upon the request of the Issuer, the Trustee shall, and if the Trustee so chooses the Trustee may, appoint one or more Authenticating
Agents with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers
and exchanges under Sections 2.4, 2.5, 2.6 and 8.5, as fully to all intents and purposes as though each
such Authenticating Agent had been expressly authorized by such Sections to authenticate such Notes. For all purposes of this Indenture,
the authentication of Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication
of Notes by the Trustee.


 


Any Person into which any
Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation
or conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate trust business of any Authenticating
Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part
of the parties hereto or such Authenticating Agent or such successor Person.


 






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Any Authenticating Agent
may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Trustee may at any time terminate the
agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving
such notice of resignation or upon such a termination, the Trustee shall, upon the written request of the Issuer, promptly appoint a
successor Authenticating Agent and shall give written notice of such appointment to the Issuer.


 


Unless the Authenticating
Agent is also the same entity as the Trustee, the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation
for its services, and reimbursement for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections
2.8, 6.4 and 6.5 shall be applicable to any Authenticating Agent.


 


Section 6.15          Withholding.
Each of the Trustee and the Paying 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 (but such authorization shall
not prevent the Trustee or the Paying Agent from contesting any such tax in appropriate Proceedings and withholding payment of such tax,
if permitted by law, pending the outcome of such Proceedings) or may be withheld because of a failure by a Holder to provide any information
required under FATCA or otherwise and to timely remit such amounts to the appropriate taxing authority. The amount of any withholding
tax imposed with respect to any Note shall be treated as Cash distributed to the relevant Holder at the time it is withheld by the Trustee
or the Paying Agent. If there is a reasonable possibility that withholding is required by applicable law with respect to a distribution,
the Paying Agent or the Trustee may, in its sole discretion, withhold such amounts in accordance with this Section 6.15.
If any Holder or beneficial owner wishes to apply for a refund of any such withholding tax, the Trustee or the Paying Agent shall reasonably
cooperate with such Person in providing readily available information so long as such Person agrees to reimburse the Trustee or the Paying
Agent for any out-of-pocket expenses incurred.


 


Section 6.16          Representative
for Holders of Secured Notes only; Agent for each other Secured Party and the Holders of the Subordinated Notes. With respect to
the security interest created hereunder, the delivery of any item of Asset to the Trustee is to the Trustee as representative of the
Holders of Secured Notes and agent for each other Secured Party and the Holders of the Subordinated Notes. In furtherance of the foregoing,
the possession by the Trustee of any Asset, and the endorsement to or registration in the name of the Trustee of any Asset (including
without limitation as entitlement holder of the Custodial Account) are all undertaken by the Trustee in its capacity as representative
of the Holders of Secured Notes, and agent for each other Secured Party and the Holders of the Subordinated Notes.


 


Section 6.17          Representations
and Warranties of the Bank. The Bank hereby represents and warrants as follows:


 


(a)            Organization.
The Bank has been duly organized and is validly existing as a national banking association with trust powers under the laws of the United
States and has the power to conduct its business and affairs as a trustee, paying agent, registrar and transfer agent.


 






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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
and Registrar 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.


 


ARTICLE VII


 


Covenants


 


Section 7.1          Payment
of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Secured Notes, in accordance
with the terms of such Notes and this Indenture pursuant to the Priority of Payments. The Issuer will, to the extent funds are available
pursuant to the Priority of Payments, duly and punctually pay all required distributions on the Subordinated Notes, in accordance with
the Subordinated Notes and this Indenture.


 


Amounts properly withheld
under the Code or other applicable law by any Person from a payment under a Note shall be considered as having been paid by the Issuer
to the relevant Holder for all purposes of this Indenture.


 


Section 7.2          Maintenance
of Office or Agency. The Issuer hereby appoints the Trustee as a Paying Agent for payments on the Notes, and appoints the Trustee
as Transfer Agent at its applicable Corporate Trust Office as the Issuer’s agent where Notes may be surrendered for registration
of transfer or exchange. The Issuer hereby appoints CT Corporation System as its agent upon whom process or demands may be served in
any action arising out of or based on this Indenture or the transactions contemplated hereby in the Borough of Manhattan, the City of
New York.


 


The Issuer may at any time
and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes;
provided that (x) the Issuer will maintain in the Borough of Manhattan, the City of New York, an office or agency where notices
and demands to or upon the Issuer in respect of the Notes and this Indenture may be served and, subject to any laws or regulations applicable
thereto, an office or agency outside of the United States where Notes may be presented for payment; and (y) no paying agent shall
be appointed in a jurisdiction which subjects payments on the Notes to withholding tax solely as a result of such Paying Agent’s
activities. The Issuer shall at all times maintain a duplicate copy of the Register at the Corporate Trust Office. The Issuer shall give
prompt written notice to the Trustee, the Rating Agency and the Holders of the appointment or termination of any such agent and of the
location and any change in the location of any such office or agency.


 






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If at any time the Issuer
shall fail to maintain any such required office or agency in the Borough of Manhattan, The City of New York, or outside the United States,
or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made (subject to the limitations described
in the preceding paragraph) at, notices and demands may be served on the Issuer, and Notes may be presented and surrendered for
payment to the appropriate Paying Agent at its main office, and the Issuer hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands.


 


Section 7.3          Money
for Note Payments to be Held in Trust. All payments of amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Trustee or a Paying Agent with respect to payments
on the Notes.


 


When the Issuer shall have
a Paying Agent that is not also the Registrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar
day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses
of the Holders and of the certificate numbers of individual Notes held by each such Holder.


 


Whenever the Issuer shall
have a Paying Agent other than the Trustee, they shall, on or before the Business Day next preceding each Payment Date and any Redemption
Date, as the case may be, direct the Trustee to deposit on such Payment Date or such Redemption Date, as the case may be, with such Paying
Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for such
purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such Paying
Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Any Monies deposited with
a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes with
respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance with Article XI.


 






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The initial Paying Agent
shall be as set forth in Section 7.2. Any additional or successor Paying Agents shall be appointed by Issuer Order with written
notice thereof to the Trustee; provided that so long as the Notes of any Class are rated by the Rating Agency, with respect
to any additional or successor Paying Agent, such Paying Agent has a long-term debt rating of “A+” or higher by S&P or
a short-term debt rating of “A-1” by S&P. If such successor Paying Agent ceases to have a long-term debt rating of “A+”
or higher by S&P or a short-term debt rating “A-1” by S&P, the Issuer shall promptly remove such Paying Agent and
appoint a successor Paying Agent. The Issuer shall not appoint any Paying Agent that is not, at the time of such appointment, a depository
institution or trust company subject to supervision and examination by federal and/or state and/or national banking authorities. The
Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3,
that such Paying Agent will:


 


(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 Distribution Report to the extent permitted by applicable law;


 


(b)            hold
all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein
provided;


 


(c)            if
such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust
for the payment of Notes if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time
of its appointment;


 


(d)            if
such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer in the making of any payment required
to be made; and


 


(e)            if
such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such Paying Agent.


 


The Issuer may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such Money.


 


Except as otherwise required
by applicable law, any Money deposited with the Trustee or any Paying Agent in trust for any payment on any Note and remaining unclaimed
for two years after such amount has become due and payable shall be paid to the Issuer on Issuer Order; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts (but only to the extent of the amounts
so paid to the Issuer) and all liability of the Trustee or such Paying Agent with respect to such trust Money shall thereupon cease.
The Trustee or such Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt
and employ, at the expense of the Issuer any reasonable means of notification of such release of payment, including, but not limited
to, mailing notice of such release to Holders whose Notes have been called but have not been surrendered for redemption or whose right
to or interest in Monies due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of
record of each such Holder.


 






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Section 7.4          Existence
of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its
existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its
qualification to do business as a foreign limited liability company in each jurisdiction in which such qualifications are or shall be
necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer
shall be entitled to change its jurisdiction of formation from the State of Delaware to any other jurisdiction reasonably selected by
the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon
which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders,
(ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded
by the Trustee to the Holders, the Collateral Manager and to the Rating Agency, and (iii) on or prior to the 15th Business Day following
receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to
such change.


 


(b)            The
Issuer (i) shall ensure that all limited liability company, organizational or other formalities regarding its existence (including,
if required, holding regular meetings of the managers and members, as applicable, or other similar meetings) are followed and (ii) shall
not have any employees (other than its respective officers and managers to the extent they are employees). The Issuer shall not take
any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and
liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without
limiting the foregoing, (A) the Issuer shall not have any subsidiaries; and (B) except to the extent contemplated in the Limited
Liability Company Agreement, (x) the Issuer shall not (1) except as contemplated by the Collateral Management Agreement or
the Limited Liability Company Agreement, engage in any transaction with any member or other equityholder that would constitute a conflict
of interest or (2) pay dividends other than in accordance with the terms of this Indenture and the Limited Liability Company Agreement
and (y) the Issuer shall (1) maintain books and records separate from any other Person, (2) maintain its accounts separate
from those of any other Person, (3) not commingle its assets with those of any other Person, (4) conduct its own business in
its own name, (5) maintain separate financial statements (if any), (6) pay its own liabilities out of its own funds, (7) maintain
an arm’s length relationship with its Affiliates, (8) use separate stationery, invoices and checks, (9) hold itself out
as a separate Person, and (10) correct any known misunderstanding regarding its separate identity.


 






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Section 7.5          Protection
of Assets. (a) The Collateral Manager on behalf of the Issuer will cause the taking of such action within the Collateral Manager’s
control as is reasonably necessary in order to maintain the perfection and priority of the security interest of the Trustee in the Assets;
provided that the Collateral Manager shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 7.6
and any opinion delivered on the Closing Date to determine what actions are reasonably necessary, and shall be fully protected in
so relying on such an Opinion of Counsel, unless the Collateral Manager has actual knowledge that the procedures described in any such
Opinion of Counsel are no longer adequate to maintain such perfection and priority. The Issuer shall from time to time execute and deliver
all such supplements and amendments hereto and file or authorize the filing of all such Financing Statements, continuation statements,
instruments of further assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable
to secure the rights and remedies of the Holders of the Secured Notes hereunder and to:


 


(i)            grant
more effectively all or any portion of the Assets;


 


(ii)            maintain,
preserve and perfect any Grant made or to be made by this Indenture including, without limitation, the first priority nature of the lien
or carry out more effectively the purposes hereof;


 


(iii)            perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture (including, without limitation, any and all
actions necessary or desirable as a result of changes in law or regulations);


 


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


 


(v)            preserve
and defend title to the Assets and the rights therein of the Trustee and the Holders of the Secured Notes in the Assets against the claims
of all Persons and parties; or


 


(vi)            pay
or cause to be paid any and all taxes levied or assessed upon all or any part of the Assets.


 


The Issuer hereby designates the Trustee
as its agent and attorney in fact to prepare and file and hereby authorizes the filing of any Financing Statement, continuation statement
and all other instruments, and take all other actions, required pursuant to this Section 7.5. Such designation shall not
impose upon the Trustee, or release or diminish, the Issuer’s and the Collateral Manager’s obligations under this Section 7.5.
The Issuer further authorizes and shall cause the Issuer’s United States counsel to file without the Issuer’s signature a
Financing Statement that names the Issuer as debtor and the Trustee, on behalf of the Secured Parties, as secured party and that describes
 “all personal property of the Debtor now owned or hereafter acquired”, as the Assets in which the Trustee has a Grant.


 


(b)            The
Trustee shall not, except in accordance with Section 5.5 or Section 10.8(a), (b) and (c),
as applicable, permit the removal of any portion of the Assets or transfer any such Assets from the Account to which it is credited,
or cause or permit any change in the Delivery made pursuant to Section 3.3 with respect to any Assets, if, after giving
effect thereto, the jurisdiction governing the perfection of the Trustee’s security interest in such Assets is different from the
jurisdiction governing the perfection at the time of delivery of the most recent Opinion of Counsel pursuant to Section 7.6 (or,
if no Opinion of Counsel has yet been delivered pursuant to Section 7.6, the Opinion of Counsel delivered at the Closing
Date) unless the Trustee shall have received an Opinion of Counsel to the effect that the lien and security interest created by
this Indenture with respect to such property and the priority thereof will continue to be maintained after giving effect to such action
or actions.


 






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Section 7.6          Opinions
as to Assets. Within the six-month period preceding the fifth anniversary of the Closing Date (and every five years thereafter),
so long as any Secured Notes remain Outstanding, the Issuer shall furnish to the Trustee and the Rating Agency an Opinion of Counsel
either (i) stating that, in the opinion of such counsel, such action has been taken (including without limitation with respect to
the filing of any Financing Statements and continuation statements) as is necessary to maintain the lien and security interest created
by this Indenture and reciting the details of such action or (ii) describing the filing of any Financing Statements and continuation
statements that shall, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture.


 


Section 7.7          Performance
of Obligations. (a) The Issuer shall not take any action, and will use its best efforts not to permit any action to be taken
by others, that would release any Person from any of such Person’s covenants or obligations under any instrument included in the
Assets, except in the case of enforcement action taken with respect to any Defaulted Obligation in accordance with the provisions hereof
and actions by the Collateral Manager under the Collateral Management Agreement and in conformity therewith or with this Indenture, as
applicable, or as otherwise required hereby or deemed necessary or advisable by the Collateral Manager in accordance with the Collateral
Management Agreement.


 


(b)            The
Issuer shall notify KBRA within 10 Business Days after it has received notice from any Noteholder or the Trustee or the Collateral Manager
of any material breach of any Transaction Document, following any applicable cure period for such breach.


 


Section 7.8          Negative
Covenants. (a) The Issuer shall not, in each case from and after the Closing Date:


 


(i)            sell,
transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer
such to exist), any part of the Assets, except as expressly permitted by this Indenture and the Collateral Management Agreement;


 


(ii)            claim
any credit on, make any deduction from, or dispute the enforceability of payment of the principal or interest payable (or any other amount) in
respect of the Notes (other than amounts withheld or deducted in accordance with the Code or any applicable laws of any applicable jurisdiction);


 


(iii)            (A) incur
or assume or guarantee any indebtedness, other than the Notes, this Indenture and the transactions contemplated hereby or (B)(1) issue
any additional class of Notes except in accordance with Sections 2.13 and 3.2 or (2) issue any additional limited
liability company membership interests;


 


(iv)            (A) permit
the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect
to this Indenture or the Notes except as may be permitted hereby or by the Collateral Management Agreement, (B) except as permitted
by this Indenture, permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other than the lien of this
Indenture) to be created on or extend to or otherwise arise upon or burden any part of the Assets, any interest therein or the proceeds
thereof, or (C) except as permitted by this Indenture, take any action that would permit the lien of this Indenture not to constitute
a valid first priority security interest in the Assets;


 






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(v)            amend
the Collateral Management Agreement except pursuant to the terms thereof and Article XV of this Indenture;


 


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


 


(vii)            pay
any distributions other than in accordance with the Priority of Payments;


 


(viii)            permit
the formation of any subsidiaries;


 


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


 


(x)            have
any employees (other than its respective officers and managers to the extent they are employees);


 


(xi)            sell,
transfer, exchange or otherwise dispose of Assets, or enter into an agreement or commitment to do so or enter into or engage in any business
with respect to any part of the Assets, except as expressly permitted by both this Indenture and the Collateral Management Agreement;


 


(xii)            fail
to maintain an Independent Manager under the Limited Liability Company Agreement; and


 


(xiii)            elect,
or take any other action, to be treated as a corporation for U.S. federal income tax purposes.


 


(b)            [reserved].


 


(c)            The
Issuer shall not be party to any agreements without including customary “non-petition” and “limited recourse”
provisions therein (and shall not amend or eliminate such provisions in any agreement to which it is party), except for any agreements
related to the purchase and sale of any Assets which contain customary (as determined by the Collateral Manager in its sole discretion) purchase
or sale terms or which are documented using customary (as determined by the Collateral Manager in its sole discretion) loan trading
documentation.


 


(d)            Notwithstanding
anything contained herein to the contrary, the Issuer may not acquire any of the Secured Notes; provided that this Section 7.8(d) shall
not be deemed to limit an optional or mandatory redemption pursuant to the terms of this Indenture.


 






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(e)            The
Issuer shall not acquire or hold any Collateral Obligation or Eligible Investment that is a debt obligation in bearer form unless the
Collateral Obligation or Eligible Investment is not required to be in registered form under Section 163(f)(2)(A) of the Code.


 


Section 7.9          Statement
as to Compliance. On or before December 31st in each calendar year commencing in 2022, or immediately if there has been a Default
under this Indenture and prior to the issuance of any Additional Notes pursuant to Section 2.13, the Issuer shall deliver
to the Trustee (to be forwarded by the Trustee to the Collateral Manager, each Noteholder making a written request therefor and the Rating
Agency) an Officer’s certificate of the Issuer that, having made reasonable inquiries of the Collateral Manager, and to the
best of the knowledge, information and belief of the Issuer, there did not exist, as at a date not more than five days prior to the date
of the certificate, nor had there existed at any time prior thereto since the date of the last certificate (if any), any Default hereunder
or, if such Default did then exist or had existed, specifying the same and the nature and status thereof, including actions undertaken
to remedy the same, and that the Issuer has complied with all of its obligations under this Indenture or, if such is not the case, specifying
those obligations with which it has not complied.


 


Section 7.10          Issuer
May Consolidate, etc., Only on Certain Terms. The Issuer (the “Merging Entity”) shall not consolidate
or merge with or into any other Person or transfer or convey all or substantially all of its assets to any Person, United States and
Delaware law and unless:


 


(a)            the
Merging Entity shall be the surviving entity, or the Person (if other than the Merging Entity) formed by such consolidation or into
which the Merging Entity is merged or to which all or substantially all of the assets of the Merging Entity are transferred (the “Successor
Entity”) (A) shall be a company organized and existing under the laws of the State of Delaware or the such other
jurisdiction approved by a Majority of the Controlling Class; provided that no such approval shall be required in connection with
any such transaction undertaken solely to effect a change in the jurisdiction of incorporation pursuant to Section 7.4, and
(B) shall expressly assume, by an indenture supplemental hereto and an omnibus assumption agreement, executed and delivered to the
Trustee, each Holder, the Collateral Manager and the Collateral Administrator, the due and punctual payment of the principal of and interest
on all Secured Notes, the payments of the Subordinated Notes and the performance and observance of every covenant of this Indenture and
of each other Transaction Document on its part to be performed or observed, all as provided herein or therein, as applicable;


 


(b)            the
Rating Agency Condition shall be satisfied;


 


(c)            if
the Merging Entity is not the Successor Entity, the Successor Entity shall have agreed with the Trustee (i) to observe the same
legal requirements for the recognition of such formed or surviving entity as a legal entity separate and apart from any of its Affiliates
as are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or merge with or into any other
Person or transfer or convey the Assets or all or substantially all of its assets to any other Person except in accordance with the provisions
of this Section 7.10;


 






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(d)            if
the Merging Entity is not the Successor Entity, the Successor Entity shall have delivered to the Trustee and the Rating Agency an Officer’s
certificate and an Opinion of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction
in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in sub-section (a) above
and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized
the execution, delivery and performance of a supplemental indenture hereto for the purpose of assuming such obligations and that such
supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only
to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and
to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); if the
Merging Entity is the Issuer, that, immediately following the event which causes such Successor Entity to become the successor to the
Issuer, (i) such Successor Entity has title, free and clear of any lien, security interest or charge, other than the lien and security
interest of this Indenture and any other Permitted Liens, to the Assets securing all of the Secured Notes and (ii) the Trustee continues
to have a valid perfected first priority security interest in the Assets securing all of the Secured Notes; and in each case as to such
other matters as the Trustee or any Noteholder may reasonably require; provided that nothing in this clause shall imply or impose
a duty on the Trustee to require such other documents;


 


(e)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(f)            the
Merging Entity shall have notified the Rating Agency of such consolidation, merger, transfer or conveyance and shall have delivered to
the Trustee and each Noteholder an Officer’s certificate and an Opinion of Counsel each stating that such consolidation, merger,
transfer or conveyance and such supplemental indenture comply with this Article VII and that all conditions precedent in
this Article VII relating to such transaction have been complied with;


 


(g)            the
Merging Entity shall have delivered to the Trustee an Opinion of Counsel stating that (i) after giving effect to such transaction,
the Issuer (or, if applicable, the Successor Entity) will not be required to register as an investment company under the 1940 Act and
(ii) such transaction will not cause the Issuer (or, if applicable, the Successor Entity) to be treated as a publicly traded partnership
taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis;


 


(h)            after
giving effect to such transaction, the outstanding stock of the Merging Entity (or, if applicable, the Successor Entity) will not
be beneficially owned within the meaning of the 1940 Act by any U.S. Person; and


 


(i)            the
fees, costs and expenses of the Trustee (including any reasonable legal fees and expenses) associated with the matters addressed in this
Section 7.10 shall have been paid by the Merging Entity (or, if applicable, the Successor Entity) or otherwise provided for
to the satisfaction of the Trustee.


 






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Section 7.11          Successor
Substituted. Upon any consolidation or merger, or transfer or conveyance of all or substantially all of the assets of the Issuer
in accordance with Section 7.10 in which the Merging Entity is not the surviving entity, the Successor Entity shall
succeed to, and be substituted for, and may exercise every right and power of, the Merging Entity under this Indenture with the same
effect as if such Person had been named as the Issuer, as the case may be, herein. In the event of any such consolidation, merger, transfer
or conveyance, the Person named as the “Issuer” in the first paragraph of this Indenture or any successor which shall theretofore
have become such in the manner prescribed in this Article VII may be dissolved, wound up and liquidated at any time thereafter,
and such Person thereafter shall be released from its liabilities as obligor and maker on all the Notes and from its obligations under
this Indenture and the other Transaction Documents to which it is a party.


 


Section 7.12          No
Other Business. The Issuer shall not have any employees (other than its respective officers and managers to the extent they are employees)
and shall not engage in any business or activity other than issuing, selling, paying and redeeming the Notes and any Additional Notes
issued pursuant to this Indenture, acquiring, holding, selling, exchanging, redeeming and pledging, solely for its own account, the Assets
and other incidental activities thereto, including entering into the Transaction Documents to which it is a party.


 


Section 7.13          [Reserved].


 


Section 7.14          Annual
Rating Review. So long as any Class of Secured Notes remains Outstanding, on or before December 31st in each year commencing
in 2023, the Issuer shall obtain and pay for an annual review of the rating of each such Class of Secured Notes from the Rating
Agency. The Issuer shall promptly notify the Trustee and the Collateral Manager in writing (and the Trustee shall promptly provide the
Holders with a copy of such notice) if at any time the then-current rating of any such Class of Secured Notes has been, or
is known will be, changed or withdrawn.


 


Section 7.15          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 upon an Issuer Order to such Holder or beneficial owner
or a prospective purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit compliance by such Holder
or beneficial owner with Rule 144A under the Securities Act in connection with the resale of such Note. “Rule 144A Information”
shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision
thereto).


 


Section 7.16          [Reserved].


 






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Section 7.17          Certain
Tax Matters. (a) The Issuer shall treat itself either as a disregarded entity, for so long as its equity is owned by a single
owner for U.S. federal income tax purposes, or as a partnership (other than a publicly traded partnership), for so long as its equity
is owned by more than a single person for U.S. federal income tax purposes, and shall not take a position that is inconsistent with the
foregoing treatment for U.S. federal, state and local income and franchise tax purposes.


 


(b)            The
Issuer shall treat (i) the Secured Notes as indebtedness of the Issuer for U.S. federal, state and local income and franchise tax
purposes, except as otherwise required by law and (ii) the Subordinated Notes as equity in the Issuer for U.S. federal, state and
local income and franchise tax purposes.


 


(c)            The
Issuer shall file, or cause to be filed, any tax returns, including information tax returns, required by any governmental authority;
and shall provide (or cause its Independent accountants to provide), upon reasonable request, a Holder (which includes, for purposes
of this Section 7.17, any beneficial owner of an interest in a Note) of a Subordinated Note any information necessary for
such Holder to comply with its U.S. federal, state or local tax filing obligations arising as a result of its ownership of the Subordinated
Notes.


 


(d)            If
the Issuer has purchased an interest and the Issuer is aware that such interest is a “reportable transaction” within the
meaning of Section 6011 of the Code, and a Holder of a Subordinated Note (or any other Note that is required to be treated as equity
for U.S. federal income tax purposes) requests in writing information about any such transactions in which the Issuer is an investor,
the Issuer shall provide, or cause its Independent accountants to provide, such information it has reasonably available that is required
to be obtained by such Holder under the Code as soon as practicable after such request.


 


(e)            Notwithstanding
anything herein to the contrary, the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Initial Purchasers,
the Retention Provider, the Holders and beneficial owners of the Notes and each employee, representative or other agent of those Persons,
may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and tax structure of the transactions contemplated
by this Indenture and all materials of any kind, including opinions or other tax analyses, that are provided to those Persons. This authorization
to disclose the U.S. tax treatment and tax structure does not permit disclosure of information identifying the Collateral Manager, the
Issuer, the Trustee, the Collateral Administrator, the Initial Purchasers, each Retention Provider or any other party to the transactions
contemplated by this Indenture, the Offering or the pricing (except to the extent such information is relevant to U.S. tax structure
or tax treatment of such transactions).


 


(f)            Upon
the Issuer’s receipt of a request of a Holder of any Secured Note or written request of a Person certifying that it is an owner
of a beneficial interest in a Secured Note (including, in each case, Holders and beneficial owners of any Additional Notes issued hereunder)
for the information described in Treasury Regulations Section 1.1275-3(b)(1)(i) that is applicable to such Note, the Issuer
will cause its Independent certified public accountants to provide promptly to the Trustee and such requesting Holder or owner of a beneficial
interest in such a Note all of such information. Upon request by the Independent accountants, the Trustee shall provide to the Independent
accountants information reasonably available to it as reasonably requested by the Independent accountants to comply with this Section 7.17,
including information contained in the Register.


 






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(g)           If
required to prevent the withholding and imposition of United States income tax on payments made to the Issuer, the Issuer shall deliver
or cause to be delivered an IRS Form W-9 (or applicable successor form) or an appropriate IRS Form W-8IMY or applicable successor
form certifying as to the United States Tax Person status of the equity owner or owners of the Issuer, together with any other tax certifications
or agreements, to each issuer or Obligor of or counterparty with respect to an Asset at the time such Asset is purchased or entered into
by the Issuer and thereafter prior to the obsolescence or expiration of such form. The Issuer shall take any and all actions that may
be necessary or appropriate to ensure that the Issuer satisfies any and all withholding and tax payment and filing obligations under
the Code. Without limiting the generality of the foregoing, the Issuer may withhold any amount that it or any advisor required by the
Trustee on its behalf determines is required to be withheld from any amounts otherwise payable to any Person.


 


(h)           This
Section 7.17(h) and sub-sections (i) through (l) below shall apply for so long as the Issuer is treated as
a partnership for U.S. federal income tax purposes. For purposes of this Section 7.17: (i) “Partnership Interest”
shall mean a Subordinated Note (or an interest therein) or any interest that constitutes equity in the Issuer for U.S. federal income
tax purposes and (ii) “Partner” shall mean any Holder of a Partnership Interest. Each Partner shall treat the
Issuer as a partnership and this Indenture as part of the Issuer’s partnership agreement for purposes of Subchapter K and any related
provisions of the Code and Treasury Regulations.


 


(i)             If
so requested by a Majority of the Subordinated Notes, and if such Holders agree to reimburse the Issuer for all costs associated with
such election, the Issuer is authorized to make (or hire accountants to make) an election under Section 754 of the Code.


 


(j)            (i)             The
Tax Matters Partner shall establish and maintain or cause to be established and maintained on the books and records of the Issuer an
individual capital account for each Partner in accordance with Section 704(b) of the Code and Treasury Regulations Section 1.704-1(b)(2)(iv).


 


(ii)            For
capital account purposes, all items of income, gain, loss and deduction shall be allocated among the Partners in a manner such that,
if the Issuer were dissolved, its affairs wound up, its assets sold for their respective “book values” (within the meaning
of Treasury Regulations Section 1.704-1(b)(2)(iv)) and its liabilities satisfied in full (except that nonrecourse liabilities with
respect to an asset shall be satisfied only to the extent that such nonrecourse liabilities do not exceed the book value of such asset)
and its assets distributed to the Partners in accordance with their respective capital account balances immediately after making such
allocation, such distributions would, as nearly as possible, be equal to the distributions that would be made pursuant to the provisions
of this Indenture. Any special allocations provided for in Section 7.17(j)(iv)-(vii) shall be taken into account for
capital account purposes. For U.S. federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall
be allocated to the Partners in accordance with the allocations of the corresponding items for capital account purposes under this Section 7.17(j),
except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of
the Code and Treasury Regulations Section 1.704-1(b)(4)(i).


 






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(iii)           The
provisions of this Section 7.17(j) relating to the maintenance of capital accounts are intended to comply with Treasury
Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. The Tax Matters
Partner shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 7.17(j) if
necessary in order to comply with Section 704 of the Code or the appropriate provisions of Treasury Regulations.


 


(iv)           Notwithstanding
any other provision set forth in this Section 7.17(j), no item of deduction or loss shall be allocated to a Partner to the
extent the allocation would cause a negative balance in the Partner’s capital account (after taking into account the adjustments,
allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the
amount that such Partner would be required to reimburse the Issuer pursuant to this Indenture or under applicable law. In the event some
but not all of the Partners would have such excess capital account deficits as a consequence of such an allocation of loss or deduction,
the limitation set forth in this Section 7.17(j)(iv) shall be applied on a Partner-by-Partner basis so as to allocate
the maximum permissible deduction or loss to each such Partner under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). In the event
any loss or deduction is specially allocated to a Partner pursuant to either of the two preceding sentences, an equal amount of income
of the Issuer shall be specially allocated to such Partner prior to any allocation pursuant to Section 7.17(j)(ii).


 


(v)            In
the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Issuer income and gain shall be specially allocated to such Partner in an amount
and manner sufficient to eliminate as quickly as possible any deficit balance in its capital account in excess of that permitted under
Section 7.17(j)(iv) created by such adjustments, allocations or distributions. Any special allocations of items of income
or gain pursuant to this Section 7.17(j)(v) shall be taken into account in computing subsequent allocations pursuant
to this Section 7.17(j)(v) so that the net amount of any items so allocated and all other items allocated to each Partner
pursuant to this Section 7.17(j)(v) shall, to the extent possible, be equal to the net amount that would have been allocated
to each such Partner pursuant to the provisions of this Section 7.17(j) if such unexpected adjustments, allocations
or distributions had not occurred.


 






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(vi)           In
the event the Issuer incurs any nonrecourse liabilities, income and gain shall be allocated in accordance with the “minimum gain
chargeback” provisions of Treasury Regulations Sections 1.704-1(b)(4)(iv) and 1.704-2.


 


(vii)          The
capital accounts of the Partners may be adjusted or revalued to reflect the fair market value of Issuer property in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv)(f), to the extent such adjustment or revaluation is permitted thereunder.


 


(k)            The
Initial Subordinated Noteholder will be the initial “partnership representative” (as defined in Section 6223 of the
Code, after amendment by P.L. 114-74) (the “Tax Matters Partner”) and may designate the Tax Matters Partner from time
to time from among any willing Holder of Subordinated Notes (including itself and any of its Affiliates) with respect to any taxable
year of the Issuer during which the Initial Subordinated Noteholder or any of its Affiliates holds or has held any Subordinated Notes
(and if such designee is not eligible under the Code to be the Tax Matters Partner, it shall be the agent and attorney-in-fact of the
Tax Matters Partner); provided, that during any other period or if the Initial Subordinated Noteholder declines to so designate
a Tax Matters Partner, the Issuer (after consultation with the Collateral Manager) shall designate the Tax Matters Partner from among
any Holder of Subordinated Notes (excluding the Initial Subordinated Noteholder and its Affiliates) (and if such designee is not eligible
under the Code to be the Tax Matters Partner, it shall be the agent and attorney-in-fact of the Tax Matters Partner). The Tax Matters
Partner (or, if applicable, its agent and attorney-in-fact) shall sign the Issuer’s tax returns and is authorized to make tax elections
on behalf of the Issuer in its reasonable discretion, to determine the amount and characterization of any allocations or tax items described
in this Section 7.17 in its reasonable discretion, and to take all actions and do such things as required or as it shall
deem appropriate under the Code, at the Issuer’s sole expense, including representing the Issuer before taxing authorities and
courts in tax matters affecting the Issuer and the Partners. Any action taken by the Tax Matters Partner in connection with audits of
the Issuer under the Code will, to the extent permitted by law, be binding upon the Partners. Each such Partner agrees that it will treat
any Issuer item on such Partner’s income tax returns consistently with the treatment of the item on the Issuer’s tax return
and that such Partner will not independently act with respect to tax audits or tax litigation affecting the Issuer, unless previously
authorized to do so in writing by the Tax Matters Partner (or, if applicable, its agent and attorney-in-fact), which authorization may
be withheld in the complete discretion of the Tax Matters Partner (or, if applicable, its agent and attorney-in fact). The Issuer will,
to the fullest extent permitted by law, reimburse and indemnify the Tax Matters Partner and any agent and attorney-in-fact of such Tax
Matters Partner in connection with any expenses reasonably incurred in connection with its performance of its duties as or on behalf
of the Tax Matters Partner. For the avoidance of doubt, any indemnity or reimbursement provided pursuant to the immediately foregoing
sentence shall be treated as an Administrative Expense pursuant to the definition thereof.


 






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(l)             The
Tax Matters Partner shall be the “partnership representative” for purposes of Section 6223 of the Code, as amended by
the Bipartisan Budget Act of 2015 (the “Partnership Representative”) (or, if not eligible to be the Partnership Representative,
as agent-in-fact of the Partnership Representative). If the IRS, in connection with an audit governed by the tax audit rules that
apply to partnerships that are contemplated by the Bipartisan Budget Act of 2015 (the “Partnership Tax Audit Rules”),
proposes an adjustment greater than $25,000 in the amount of any item of income, gain, loss, deduction or credit of the Issuer, or any
Partner’s distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of
the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions (a “Covered
Audit Adjustment”), the Partnership Representative will use commercially reasonable efforts (taking into account whether the
Partnership Representative has received any needed information on a timely basis from the Partners), to apply the alternative method
provided by Section 6226 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder
or successor provisions (the “Alternative Method”). In the event the proposed adjustment is equal to or less than
$25,000, the Partnership Representative may in its sole discretion elect to have the Issuer pay such adjustment. To the extent that the
Partnership Representative does not (or is unable to) elect the Alternative Method with respect to a Covered Audit Adjustment and such
Covered Audit Adjustment is material as to the Issuer (determined in the Partnership Representative’s sole discretion), the Partnership
Representative shall use commercially reasonable efforts to (i) to the extent not economically or administratively burdensome or
onerous, make reasonable modifications available under Sections 6225(c)(3), (4) and (5) of the Code, as amended by the Bipartisan
Budget Act of 2015, together with any guidance issued thereunder or successor provisions, to the extent that such modifications are available
(taking into account whether the Partnership Representative has received any needed information on a timely basis from the Partners)
and would reduce any taxes payable by the Issuer with respect to the Covered Audit Adjustment, and (ii) if reasonably requested
by a Partner, provide to such Partner available information allowing such Partner to file an amended U.S. federal income tax return,
as described in Section 6225(c)(2) of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance
issued thereunder or successor provisions, to the extent that such amended return and payment of any related U.S. federal income taxes
would reduce any taxes payable by the Issuer with respect to the Covered Audit Adjustment (after taking into account any modifications
described in clause (i)). Similar procedures shall be followed in connection with any state or local income tax audit governed by the
Partnership Tax Audit Rules. Any U.S. federal income taxes (and any related interest and penalties) paid by the Issuer (or any diminution
in distributable proceeds resulting from an adjustment under Partnership Tax Audit Rules) may be allocated in the reasonable discretion
of the Issuer to those Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions
or otherwise), as determined in the reasonable discretion of the Issuer. The Issuer shall not elect or cause any election to be made
to apply the Partnership Tax Audit Rules to the Issuer prior to the generally applicable effective date of such legislation, unless
the Issuer, in good faith, reasonably determines that such an election would be in the best interests of the Issuer and all Holders of
the Notes.


 


(m)           The
Issuer shall use commercially reasonable efforts to ensure that the Issuer complies with FATCA. Upon written request, the Trustee and
the Registrar shall provide to the Issuer, the Collateral Manager, the Initial Purchasers or any agent thereof any information specified
by such parties regarding the Holders of the Notes and payments on the Notes that is reasonably available to the Trustee or the Registrar,
as the case may be, and may be necessary for compliance with FATCA, subject in all cases to confidentiality provisions.


 






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Section 7.18           Purchase
of Additional Collateral Obligations. (a) During the Prefunding Period, the Issuer will use commercially reasonable efforts
to purchase Collateral Obligations that satisfy, as of the date the Collateral Manager commits on behalf of the Issuer to purchase such
Collateral Obligation, each of the Investment Criteria, other than that set forth in Section 12.2(iii) hereof.


 


(b)            During
the Prefunding Period, the Issuer will use the funds on deposit in the Prefunding Account to purchase Additional Collateral Obligations.


 


(c)            The
failure of the Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless
such failure constitutes an Event of Default under Section 5.1(c) hereof and the Issuer, or the Collateral Manager acting
on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes which are not applied to pay for the purchase
of Collateral Obligations acquired by the Issuer on the Closing Date an amount equal to U.S.$59,358,518 will be deposited in the Prefunding
Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Trustee shall apply
amounts held in the Prefunding Account to purchase Additional Collateral Obligations during the Prefunding Period as described in clause
(b) above. If on the first day following the end of the Prefunding Period, any amounts on deposit in the Prefunding Account have
not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c).


 


Section 7.19           Representations
Relating to Security Interests in the Assets. (a) The Issuer hereby represents and warrants that, as of the Closing Date (which
representations and warranties shall survive the execution of this Indenture and be deemed to be repeated on each date on which an Asset
is Granted to the Trustee hereunder):


 


(i)             The
Issuer owns each Asset free and clear of any lien, claim or encumbrance of any Person, other than such as are created under, or permitted
by, this Indenture and any other Permitted Liens.


 


(ii)            Other
than the security interest Granted to the Trustee pursuant to this Indenture, except as permitted by this Indenture, the Issuer has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Assets. The Issuer has not authorized the filing
of and is not aware of any Financing Statements against the Issuer that include a description of collateral covering the Assets other
than any Financing Statement relating to the security interest granted to the Trustee hereunder or that has been terminated; the Issuer
is not aware of any judgment, PBGC liens or tax lien filings against the Issuer.


 






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(iii)           All
Assets constitute Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as
defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the
UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities
account” (as defined in Section 8-501(a) of the UCC).


 


(iv)           All
Accounts constitute “securities accounts” under Section 8-501(a) of the UCC.


 


(v)            This
Indenture creates a valid and continuing security interest (as defined in Section 1 - 201(37) of the UCC) in such Assets
in favor of the Trustee, for the benefit and security of the Secured Parties, which security interest is prior to all other liens, claims
and encumbrances (except as permitted otherwise herein), and is enforceable as such against creditors of and purchasers from the Issuer.


 


(b)           The
Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution
of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect to Assets
that constitute Instruments:


 


(i)             Either
(x) the Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements
in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Instruments
granted to the Trustee, for the benefit and security of the Secured Parties or (y) (A) all original executed copies of each
promissory note or mortgage note that constitutes or evidences the Instruments have been delivered to the Trustee or the Issuer has received
written acknowledgement from a custodian that such custodian is holding the mortgage notes or promissory notes that constitute evidence
of the Instruments solely on behalf of the Trustee and for the benefit of the Secured Parties and (B) none of the Instruments that
constitute or evidence the Assets has any marks or notations indicating that they are pledged, assigned or otherwise conveyed to any
Person other than the Trustee, for the benefit of the Secured Parties.


 


(ii)            The
Issuer has received all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee of its interest
and rights in the Assets.


 


(c)            The
Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution
of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect to the
Assets that constitute Security Entitlements:


 


(i)             All
of such Assets have been and will have been credited to one of the Accounts which are securities accounts within the meaning of Section 8-501(a) of
the UCC. The Securities Intermediary for each Account has agreed to treat all assets credited to such Accounts as “financial assets”
within the meaning of Section 8-102(a)(9) the UCC.


 






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(ii)            The
Issuer has received all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee of its interest
and rights in the Assets.


 


(iii)           (x) The
Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements in
the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Trustee,
for the benefit and security of the Secured Parties, hereunder and (y) (A) the Issuer has delivered to the Trustee a fully
executed Securities Account Control Agreement pursuant to which the Custodian has agreed to comply with all instructions originated by
the Trustee relating to the Accounts without further consent by the Issuer or (B) the Issuer has taken all steps necessary to cause
the Custodian to identify in its records the Trustee as the Person having a security entitlement against the Custodian in each of the
Accounts.


 


(iv)           The
Accounts are not in the name of any Person other than the Issuer or the Trustee. The Issuer has not consented to the Custodian to comply
with the entitlement order (as defined in Section 8-102(a)(8) of the UCC) of any Person other than the Trustee (and the Issuer
prior to a notice of exclusive control being provided by the Trustee).


 


(d)            The
Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution
of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect to Assets
that constitute general intangibles:


 


(i)             The
Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements in
the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Assets
granted to the Trustee, for the benefit and security of the Secured Parties, hereunder.


 


(ii)            The
Issuer has received, or will receive, all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee
of its interest and rights in the Assets.


 


(e)            The
Issuer agrees to notify the Collateral Manager and the Rating Agency promptly if they become aware of the breach of any of the representations
and warranties contained in this Section 7.19.


 






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ARTICLE VIII


 


Supplemental
Indentures


 


Section 8.1             Supplemental
Indentures Without Consent of Holders of Notes. (a) Without the consent of the Holders of any Notes (unless otherwise specified
below) but with the written consent of the Collateral Manager, at any time and from time to time subject to Section 8.3 and
without an Opinion of Counsel being provided to the Issuer or the Trustee as to whether any Class of Notes would be materially and
adversely affected thereby, the Issuer and the Trustee may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:


 


(i)             to
evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer
herein and in the Notes;


 


(ii)            to
add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties, or to surrender any right or power herein conferred
upon the Issuer;


 


(iii)           to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions
on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes;


 


(iv)           to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions
of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Sections 6.9, 6.10 and 6.12 hereof;


 


(v)            to
correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and
confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation,
any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or
otherwise) or to subject to the lien of this Indenture any additional property;


 


(vi)           to
modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable
law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the
Securities Act or the 1940 Act or otherwise comply with any applicable securities law;


 


(vii)          to
remove restrictions on resale and transfer of Notes to the extent not required under clause (vi) above;


 


(viii)         to
correct or supplement any inconsistent or defective provisions herein, to cure any ambiguity, omission or errors herein; provided
that, notwithstanding anything herein to the contrary and without regard to any other consent requirement specified herein, any supplemental
indenture to be entered into pursuant to this clause (viii) may also provide for any corrective measures or ancillary amendments
to this Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date;


 






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(ix)            to
conform the provisions of this Indenture to the Offering Circular; provided that, notwithstanding anything herein to the contrary
and without regard to any other consent requirement specified herein, any supplemental indenture to be entered into pursuant to this
clause (x) may also provide for any corrective measures or ancillary amendments to this Indenture to give effect to such supplemental
indenture as if it had been effective as of the Closing Date;


 


(x)             to
take any action necessary, advisable, or helpful to prevent the Issuer, the Trustee or the holders of any Notes from being subject to
(or to otherwise reduce) withholding or other taxes, fees or assessments or to reduce the risk that the Issuer will be subject to tax
(including as a result of being classified as a publicly traded partnership taxable as a corporation);


 


(xi)            (A) subject
to the requirements of Section 2.13, to permit the Issuer to issue Additional Notes of any one or more existing Classes of
Notes; or (B) to permit the Issuer to issue a replacement loan or securities or other indebtedness in connection with a Refinancing,
including any modification necessary to (I) reflect the Refinancing of fixed rate Notes with floating rate Notes or vice versa,
(II) establish a non-call period and, if applicable, prohibit future Refinancing of any class of refinancing obligations or (III)in
the case of a Refinancing of the Secured Notes (a) modify the Weighted Average Life Test or (b) extend the Reinvestment Period,
and to make such other changes as shall be necessary to facilitate a Refinancing;


 


(xii)           to
modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act;


 


(xiii)          [reserved];


 


(xiv)          to
accommodate the issuance of the Notes in book-entry form through the facilities of the depository or otherwise;


 


(xv)           to
take any action necessary or advisable to prevent the Issuer or the pool of Assets from being required to register under the 1940 Act,
or to avoid any requirement that the Collateral Manager or any Affiliate consolidate the Issuer on its financial statements for financial
reporting purposes (provided that no Holders are materially adversely affected thereby);


 


(xvi)          to
reduce the permitted minimum denomination of the Secured Notes;


 


(xvii)         to
change the date on which reports are required to be delivered under this Indenture;


 


(xviii)        to
modify any provisions of the Indenture that potentially could result (in the reasonable judgment of the Collateral Manager) in non-compliance
by the transaction with the EU Securitisation Laws, the UK Securitisation Law or the Risk Retention Letter;


 






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(xix)          to
modify Section 3.3 or Section 7.19 to conform with applicable law;


 


(xx)           to
evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein;


 


(xxi)          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;


 


(xxii)         to
amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies
of the United States federal government, exchange authority, listing agent, transfer agent or additional registrar after the Closing
Date that are applicable to the Notes;


 


(xxiii)        to
amend, modify or otherwise change the provisions of this Indenture so that (A) the Issuer is not a “covered fund” under
the Volcker Rule, (B) the Secured Notes are not considered to constitute “ownership interests” under the Volcker Rule or
(C) ownership of the Secured Notes will otherwise be exempt from the Volcker Rule;


 


(xxiv)        to
modify the definition of “Credit Risk Obligation” in a manner not materially adverse to any holders of any Class of
Notes as evidenced by a certificate of the Collateral Manager delivered to the Trustee and the Holders of Secured Notes;


 


(xxv)         to
permit the Issuer to enter into any additional agreements not expressly prohibited by this Indenture as well as any amendment, modification
or waiver thereof if the Issuer determines that such additional agreement, amendment, modification or waiver would not, upon or after
becoming effective, materially and adversely affect the rights or interests of holders of any Class of Notes; provided that
(A) any such additional agreement shall include customary limited recourse and non-petition provisions and (B) the Trustee
receives an opinion of counsel with respect to whether the interests of holders of any Class of Notes would be materially and adversely
affected (which opinion may be supported as to factual (including financial and capital markets) matters by any relevant certificates
and other documents necessary or advisable in the judgment of counsel delivering the opinion);


 


(xxvi)        with
the consent of the Majority of the Class A Notes, to modify (A) the Portfolio Tests or the definitions related thereto, (B) any
of the Investment Criteria or (C) the Borrowing Base Condition or the definitions related thereto or the calculation thereof so
long as the Rating Agency Condition is satisfied and no Secured Notes would be materially and adversely effected thereby;


 






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(xxvii)       with
the consent of the Majority of the Class A Notes, to modify or amend any component of the Concentration Limitations and the definitions
related thereto which affect the calculation thereof so long as the Collateral Manager certifies that no Class of Secured Notes
would be materially and adversely effected thereby and the Rating Agency Condition is satisfied; or


 


(xxviii)      to
make any modification determined by the Collateral Manager necessary or advisable to comply with U.S. Risk Retention Rules or the
EU/UK Retention Requirements, including (without limitation) in connection with a Refinancing, Optional Redemption, additional issuance
of Notes or material amendment to any of the Transaction Documents.


 


For the avoidance of doubt,
Reset Amendments are not subject to any consent requirements that would otherwise apply to supplemental indentures described in this
Section 8.1 or elsewhere herein.


 


Section 8.2             Supplemental
Indentures With Consent of Holders of Notes. Subject to the provisions of Section 8.1 and the provisions in this Section 8.2,
with the consent of a Majority of the Secured Notes of each Class materially and adversely affected thereby, and if the Subordinated
Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes, the Trustee and the Issuer may execute one
or more supplemental indentures to add provisions to, or change in any manner or eliminate any provisions of, this Indenture or modify
in any manner the rights of the Holders of the Notes of any Class under this Indenture; provided that without the consent
of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture
described above may:


 


(i)             reduce
the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any
such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or
their consequences provided for herein;


 


(ii)            impair
or adversely affect the Assets except as otherwise permitted herein;


 


(iii)           except
as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture
with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any
Secured Note of the security afforded by the lien of this Indenture;


 


(iv)           reduce
the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Notes whose consent is required to request
the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or
to sell or liquidate the Assets pursuant to Section 5.4 or 5.5;


 






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(v)            modify
any of the provisions of (x) this Section 8.2, except to increase the percentage of Outstanding Class A Notes,
Class B Notes, Class C Notes or Subordinated Notes the consent of the Holders of which is required for any such action or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Class A
Note Outstanding, Class B Note Outstanding, Class C Note Outstanding or Subordinated Note Outstanding and affected thereby
or (y) Section 8.1 or Section 8.3;


 


(vi)           modify
any provision to facilitate an exchange of one obligation for another obligation of the same Obligor that has substantially identical
terms except transfer restrictions, including to effect any serial designation relating to the exchange; provided that no such
supplemental indenture shall be required to facilitate any exchanges of one obligation for another obligation in accordance with Article XII
hereof;


 


(vii)          modify
the definition of the terms “Outstanding” or the Priority of Payments set forth in Section 11.1(a); or


 


(viii)         modify
any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal
on any Secured Note, or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of the
Secured Notes to the benefit of any provisions for the redemption of the Secured Notes contained herein.


 


provided
that, with respect to any supplemental indenture which, by its terms, (x) provides for a redemption by Refinancing of
all, but not less than all, of the Secured Notes in whole, but not in part, and (y) is consented to by the Holders of at least a
Majority of the Subordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral
Manager may, without regard to any other consent requirement specified above or elsewhere in this Indenture, cause such supplemental
indenture to be entered into, and the Trustee and the Issuer shall enter into such supplemental indenture, which supplemental indenture
may (a) effect an extension of the end of the Reinvestment Period, (b) establish a non-call period for the replacement notes
or loans issued to replace such Secured Notes or prohibit a future refinancing of such replacement securities, (c) modify the Weighted
Average Life Test, (d) provide for a stated maturity of such replacement notes or loans that is later than the Stated Maturity of
the Secured Notes, (e) effect an extension of the Stated Maturity of the Subordinated Notes, and/or (f) make any other supplements
or amendments to this Indenture that would otherwise be subject to the consent rights set forth above (a “Reset Amendment”).


 


In addition, in the event
that any or all restrictions and/or limitations under the U.S. Risk Retention Rules, the EU Securitisation Laws or the UK Securitisation
Laws are withdrawn, repealed or modified to be less restrictive on the Retention Provider, at the request of the Retention Provider and,
in the case of the EU Securitisation Laws or the UK Securitisation Laws, the EU/UK Retention Provider, the Issuer, the Initial Purchasers,
the Trustee or the Collateral Manager will modify any corresponding terms of the Indenture to reflect any such withdrawal, repeal or
modification.


 


Unless the Trustee and the
Issuer are notified within 10 Business Days after notice by the Trustee to the holders of a proposed supplemental indenture by a Majority
of any Class from whom consent is not being requested that the holders of such Class giving such notice believe that they will
be materially and adversely affected by the proposed supplemental indenture, the interests of such Class will be deemed for all
purposes to not be materially and adversely affected by such proposed supplemental indenture.


 






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Provided that no Retention
Event has occurred and is continuing, no amendment or supplement to the Indenture which would modify the Investment Criteria or the Concentration
Limitations, in each case, that would affect the EU/UK Retention Provider’s ability to comply with its obligations under the Risk
Retention Letter (other than those made to ensure compliance with the EU Securitisation Laws and the UK Securitisation Laws) or that
would otherwise have a material adverse effect on the EU/UK Retention Provider will be effective unless the EU/UK Retention Provider
provides its prior written consent. For the avoidance of doubt, if a Retention Event has occurred and is continuing, the EU/UK Retention
Provider will have no consent rights in accordance with this paragraph; provided however, the EU/UK Retention Provider will be permitted
to exercise its rights as a holder of Notes.


 


Notwithstanding any other
provision relating to supplemental indentures herein, at any time, if any Class of Notes has been or contemporaneously with the
effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, the
written consent of any Holder of any Note of such Class will not be required with respect to such supplemental indenture.


 


Section 8.3             Execution
of Supplemental Indentures. (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture
unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against
the Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any
amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral
Administrator, unless the Collateral Administrator otherwise consents in writing.


 


(b)            [Reserved.]


 


(c)            [Reserved.]


 


(d)            The
Trustee may conclusively rely on an Opinion of Counsel (which may be supported as to factual (including financial and capital markets)
matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or
a Responsible Officer’s certificate of the Collateral Manager as to whether the interests of any holder of Notes would be materially
and adversely affected by the modifications set forth in any supplemental indenture, it being expressly understood and agreed that the
Trustee shall have no obligation to make any determination as to the satisfaction of the requirements related to any supplemental indenture
which may form the basis of such Opinion of Counsel or such Responsible Officer’s certificate; provided that if a Majority
of any Class of Notes has provided written notice to the Trustee at least one Business Day prior to the execution of such supplemental
indenture that such Class would be materially and adversely affected thereby, the Trustee shall not be entitled to rely on an Opinion
of Counsel or a Responsible Officer’s certificate of the Collateral Manager as to whether or not the Holders of such Class would
be materially and adversely affected by such supplemental indenture and shall not enter into such supplemental indenture without the
consent of a Majority (or Supermajority or each Holder, as applicable) of such Class. Such determination by such Class as to whether
the interests of any Holder have been materially and adversely affected shall be conclusive and binding on all present and future Holders.
The Trustee shall not be liable for any determination made in good faith and in reliance upon an Opinion of Counsel or such a Responsible
Officer’s certificate delivered to the Trustee as described herein.


 






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


 


(f)             In
executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections
6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee shall
not be liable for any reliance made in good faith upon such an Opinion of Counsel. Such determination shall, in each case, be conclusive
and binding on all present and future Holders and beneficial owners.


 


(g)            At
the request and cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 10 days prior to the execution
of any proposed supplemental indenture pursuant to Section 8.1 and not later than 7 days prior to the execution of any proposed
supplemental indenture pursuant to Section 8.2, the Trustee shall send to the Collateral Manager, the Collateral Administrator
and the Noteholders a copy of such proposed supplemental indenture; provided that, for any party entitled to receive notice, this
provision will be deemed satisfied (1) upon the written waiver of such party to receipt of such notice and (2) in the case
of the Holders, the simultaneous payment in full of the Notes held by such holders pursuant to the proposed supplemental indenture. At
the cost of the Issuer, for so long as the Secured Notes shall remain Outstanding and rated by the Rating Agency, the Trustee shall provide
to the Rating Agency a copy of any proposed supplemental indenture at least 7 days prior to the execution thereof by the Trustee (unless
such period is waived by the Rating Agency). Following such deliveries by the Trustee, if any changes are made to such proposed supplemental
indenture other than to correct typographical errors or to adjust formatting, then at the request and cost of the Issuer, for so long
as any Notes shall remain Outstanding, not later than 3 days prior to the execution of such proposed supplemental indenture (provided
that the execution of such proposed supplemental indenture shall not in any case occur earlier than the date 10 days or 7 days, as
applicable, after the initial distribution of such proposed supplemental indenture pursuant to the first sentence of this Section 8.3(g)),
the Trustee shall send to the Collateral Manager, the Collateral Administrator, the Noteholders and the Rating Agency a copy of such
supplemental indenture as revised, indicating the changes that were made. Any failure of the Trustee to publish or deliver such notices,
or any defect therein, shall not in any way impair or affect the validity of any such supplemental indenture. In the case of a supplemental
indenture to be entered into pursuant to Section 8.1(a)(xi)(B), the foregoing notice periods shall not apply and a copy of
the proposed supplemental indenture shall be included in the notice of Optional Redemption given to each holder of Secured Notes under
Section 9.2; and, upon execution of the supplemental indenture, at the cost of the Issuer, a copy thereof shall be delivered
to the Rating Agency and each Holder of Notes.


 






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


 


(i)             At
any time during or after the Reinvestment Period, at the written direction of any Holder or Holders of Subordinated Notes, substantially
in the form of Exhibit F (solely for Contributions of Cash or Eligible Investments), but without any amendment to this Indenture
or the consent of any other Holder of Notes (i) such Holder may make a Contribution of Cash, Eligible Investments or Collateral
Obligations or (ii) solely with respect to Holders of Certificated Subordinated Notes, such Holder may designate (prior to the Determination
Date) all or a specified portion of amounts that would otherwise be distributed on such Payment Date to such Holder or Holders of Subordinated
Notes be deposited in the Collection Account as a Contribution and be available for reinvestment in Additional Collateral Obligations
and other Permitted Uses as directed by the applicable Contributor, so long as the Collateral Manager consents to such Permitted Use(s) (or
if no direction is given by the Contributor, at the Collateral Manager’s reasonable discretion).


 


Section 8.4             Effect
of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article VIII, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Notes theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.


 


Section 8.5             Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered as part of a transfer, exchange or replacement pursuant to
Article II of Notes originally issued hereunder after the execution of any supplemental indenture pursuant to this Article VIII
may, and if required by the Issuer shall, bear a notice as to any matter provided for in such supplemental indenture. If the Issuer
shall so determine, new Notes, so modified as to conform in the opinion of the Issuer to any such supplemental indenture, may be prepared
and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.


 


Section 8.6             Hedge
Agreements. The Issuer and the Trustee shall not enter into any supplemental indenture that permits the Issuer to enter into a hedge
agreement unless the Issuer obtains (and provides a copy to the Trustee) (a) a certification from the Collateral Manager that (i) the
written terms of the derivative directly relate to the Collateral Obligations and the Notes and (ii) such derivative reduces the
interest rate and/or foreign exchange risks related to the Collateral Obligations and the Notes, (b) written advice of counsel that
such hedge agreement will not cause any Person to be required to register as a “commodity pool operator” (within the meaning
of the Commodity Exchange Act) with the Commodity Futures Trading Commission in connection with the Issuer and (c) the consent of
a Majority of the Controlling Class. The Issuer shall provide KBRA with written notice of any supplemental indenture that permits the
Issuer to enter into a hedge agreement (including the strike rate and notional detail of the proposed hedge agreement), and the Issuer
shall only enter into such hedge agreement with a counterparty that has the minimum ratings required by KBRA at the time the Issuer enters
into such hedge agreement, unless KBRA provides written confirmation that such counterparty is not required to have such minimum ratings.


 






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ARTICLE IX


 


Redemption
Of Notes


 


Section 9.1             Optional
Redemption. (a) From and after the Non-Call End Date, one or more Classes of the Secured Notes shall be redeemable by the Issuer
at the written direction of a Majority of the Subordinated Notes (and in the case of a Refinancing, with the consent of the Collateral
Manager and the Retention Provider) on any Business Day as follows: (i) the Secured Notes shall be redeemed in whole but not in
part from Sale Proceeds, Contributions of Cash and/or Refinancing Proceeds and (ii) the Secured Notes may be redeemed in part by
Class from Refinancing Proceeds, Contributions of cash and/or Partial Refinancing Interest Proceeds. In connection with any such
redemption, the Secured Notes shall be redeemed at the applicable Redemption Prices and a Majority of Subordinated Notes must provide
the above described written direction (and the Collateral Manager and Retention Provider the above described consent in the case of a
Refinancing) to the Issuer and the Trustee not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager
find reasonably acceptable) prior to the Business Day on which such redemption is to be made; provided that all Secured Notes
must be redeemed simultaneously.


 


(b)            Upon
receipt of a notice of any redemption of the Secured Notes (other than a redemption entirely out of proceeds from a Refinancing) pursuant
to Section 9.1(a)(i), the Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all
or part of the Collateral Obligations and other Assets such that the proceeds from such sale and all other funds available for such purpose
in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the Secured Notes to be
redeemed and to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees
due and payable under the Priority of Payments. If such proceeds of such sale and all other funds available for such purpose in the Collection
Account and the Payment Account would not be sufficient to redeem all Secured Notes and to pay such fees and expenses, the Secured Notes
may not be redeemed. The Collateral Manager, in its sole discretion, may effect the sale of all or any part of the Collateral Obligations
or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation, merger or other arrangement.


 


(c)            The
Subordinated Notes may be redeemed, for the relevant Redemption Price, on any Business Day on or after the redemption (including in connection
with a Refinancing of the Secured Notes) or repayment in full of all of the Secured Notes, at the written direction of a Majority of
the Subordinated Notes delivered to the Trustee and the Collateral Manager on behalf of the Issuer at least five Business Days prior
to the designated Business Day on which the Subordinated Notes are to be redeemed (which direction may be given in connection with a
direction to redeem the Secured Notes or at any time after the Secured Notes have been redeemed or repaid in full).


 






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(d)            In
addition to (or in lieu of) a sale of Collateral Obligations and/or Eligible Investments in the manner provided in Section 9.2(b),
the Secured Notes may be redeemed on any Business Day in whole from Refinancing Proceeds, Contributions of Cash and/or Sale Proceeds
or in part by Class from Refinancing Proceeds, Contributions of cash and/or Partial Refinancing Interest Proceeds; in each case
through a Refinancing; provided that the terms of such Refinancing and any financial institutions acting as lenders thereunder
or purchasers thereof must be acceptable to the Collateral Manager, the Retention Provider and a Majority of the Subordinated Notes and
such Refinancing otherwise satisfies the conditions described below.


 


(e)            In
the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.1(a)(i),
such Refinancing will be effective only if (i) the Refinancing Proceeds, all or a specified (as directed by Holders of Certificated
Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of
the Issuer) portion of Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(K), all Sale Proceeds,
if any, from the sale of Collateral Obligations and Eligible Investments in accordance with the procedures set forth herein, Contributions
of Cash and all other available funds will be at least sufficient to redeem simultaneously the Secured Notes then required to be redeemed,
in whole but not in part at the Redemption Price (subject to any election to receive less than 100% of Redemption Price as noted below),
and to pay all accrued and unpaid Administrative Expenses (regardless of the Administrative Expense Cap), including, without limitation,
the reasonable fees, costs, charges and expenses incurred by the Trustee and the Collateral Administrator (including reasonable attorneys’
fees and expenses) in connection with such Refinancing, (ii) the Refinancing Proceeds, all or a specified (as directed by Holders
of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager
on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant to Section 11.1(a)(i)(K), all Sale
Proceeds, if any, Contributions of Cash and other available funds are used (to the extent necessary) to make such redemption, (iii) the
agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those
contained in Section 13.1(b) and Section 2.7(i) and (iv) the Collateral Manager and the Retention
Provider each consents to such Refinancing.


 






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(f)             In
the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.1(a)(ii), such
Refinancing will be effective only if: (i) the Issuer has provided notice thereof to the Rating Agency, (ii) the Refinancing
Proceeds, the Partial Refinancing Interest Proceeds, Contributions of cash and all or a specified (as directed by Holders of Certificated
Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral Manager on behalf of
the Issuer) portion of Interest Proceeds that are otherwise payable pursuant to Section 11.1(a)(i)(J) will be at least
sufficient to pay in full the aggregate Redemption Prices of the entire Class or Classes of Secured Notes subject to Refinancing,
(iii) the Refinancing Proceeds, the Partial Refinancing Interest Proceeds, Contributions of cash and all or a specified (as directed
by Holders of Certificated Subordinated Notes entitled to receive such Interest Proceeds and as determined by the Issuer, or the Collateral
Manager on behalf of the Issuer) portion of Interest Proceeds that is otherwise payable pursuant to Section 11.1(a)(i)(J) are
used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse
and non-petition provisions equivalent (mutatis mutandis) to those contained in this Indenture, (v) the aggregate principal
amount of any obligations providing the Refinancing is not less than the aggregate principal amount of the Secured Notes being redeemed
with the proceeds of such obligations plus, if so directed by a Majority of the Subordinated Notes, an amount equal to the reasonable
fees, costs, charges and expenses incurred in connection with such Refinancing; (vi) the stated maturity of each class of obligations
providing the Refinancing is no earlier than the corresponding Stated Maturity of each Class of Secured Notes being refinanced,
(vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately
provided for from the Refinancing Proceeds (except for expenses owed to Persons that the Collateral Manager informs the Trustee will
be paid solely as Administrative Expenses payable in accordance with the Indenture; provided that any such fees and expenses due
to the Trustee and determined by the Collateral Manager to be paid in accordance with the Priority of Payments shall not be subject to
the Administrative Expense Cap), (viii) the obligations providing the Refinancing are subject to the Priority of Payments and do
not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced, (ix) the
voting rights, consent rights, redemption rights and all other rights of the obligations providing the Refinancing are the same as the
rights of the corresponding Class of Secured Notes being refinanced (except that, at the Issuer’s election, the earliest date,
if any, on which the obligations providing the Refinancing may be redeemed at the option of the Issuer may be different than the earliest
date on which the Secured Notes redeemed in connection with such Refinancing were subject to redemption at the option of the Issuer),
(x) each of the Collateral Manager and the Retention Provider consents to such Refinancing, (xi) the Issuer has received written
advice from Dechert LLP or an opinion of counsel of nationally recognized standing that (A) such Refinancing will not result in
the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B) such
Refinancing will not result in the Issuer being subject to U.S. federal income tax on a net basis, (xii) if the maximum principal
balance of any Priority Class that is senior to a Class of Secured Notes that is not included in such Refinancing is increased
in connection with such Refinancing and the Rating Agency is not providing a rating with respect to such Priority Class, the Rating Agency
Condition is satisfied, (xiii) the Issuer (or the Collateral Manager on behalf of the Issuer) has provided an officer’s certificate
to the Trustee certifying that the conditions to such refinancing have been satisfied, (xiv) the Borrowing Base Condition is satisfied
after giving effect to such Refinancing and (xv) the periodic yield payable on the obligations providing the Refinancing (inclusive
of any margins and fees, and amounts payable in cash or in kind) is not greater than the periodic yield payable on the Secured Notes
being redeemed with the proceeds of such obligations.


 






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(g)            The
Holders of the Subordinated Notes will not have any cause of action against any of the Issuer, the Collateral Manager, the Collateral
Administrator or the Trustee for any failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified
above as certified by the Collateral Manager, the Issuer and the Trustee (at the direction of the Issuer) shall amend this Indenture
to the extent necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from the
Holders of Notes other than a Majority of the Subordinated Notes directing the redemption. The Trustee shall not be obligated to enter
into any amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Trustee
shall be entitled to conclusively rely upon an Opinion of Counsel as to matters of law (which may be supported as to factual (including
financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel
delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment and the Refinancing meets the requirements
specified above and is permitted under this Indenture (except that such officer or counsel shall have no obligation to certify or opine
as to the sufficiency of the Refinancing Proceeds, or the sufficiency of the Accountants’ Report).


 


(h)            In
the event of any redemption pursuant to this Section 9.1, the Issuer shall, at least 4 Business Days (in the case of an Optional
Redemption of the Secured Notes) (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable)
or 5 Business Days (in the case of an Optional Redemption of the Subordinated Notes) (or such shorter period of time as the Trustee and
the Collateral Manager find reasonably acceptable) prior to the Redemption Date, notify the Trustee in writing of such Redemption Date,
the applicable Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the applicable Redemption Prices
(which Redemption Price shall be the Redemption Price to be paid in the event no Redemption Distribution Date occurs and which may be
decreased as a result of payments on Redemption Distribution Dates to the extent that such payment reduces the amount of interest that
accrues on the Secured Notes).


 


(i)             In
connection with any Optional Redemption of the Secured Notes in whole, Holders of 100% of the Aggregate Outstanding Amount of the Secured
Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of the Secured Notes.


 


(j)             In
connection with an Optional Redemption of all Classes of Secured Notes, a Majority of the Subordinated Notes may direct the Issuer (who
shall give written notice to the Trustee, KBRA and the Holders of the Secured Notes no less than 4 Business Days prior to such date)
to distribute amounts on deposit in the Collection Account to pay a portion of the Redemption Price pursuant to the Priority of Payments
on one or more Business Days prior to the Redemption Date (any such date a “Redemption Distribution Date”). The Collateral
Manager may elect to distribute Interest Proceeds, Principal Proceeds or both on such Redemption Distribution Date pursuant to the applicable
Priority of Payments. To the extent the Collateral Manager does not elect to distribute amounts pursuant to Section 11.1(a)(i),
holders of Notes shall not be entitled to receive any amounts on account of accrued and unpaid interest on such date.


 






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Section 9.2             Tax
Redemption. (a) The Notes shall be redeemed in whole but not in part on any Business Day (any such redemption, a “Tax
Redemption”) at their applicable Redemption Prices at the written direction (delivered to the Trustee) of (x) a Majority
of any Class of Secured Notes that, as a result of the occurrence of a Tax Event, has not received 100% of the aggregate amount
of principal and interest that would otherwise be due and payable to such Class on any Payment Date or (y) a Majority of the
Subordinated Notes, in either case following the occurrence and continuation of a Tax Event.


 


(b)            In
connection with any Tax Redemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect
to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes.


 


(c)            Upon
its receipt of such written direction directing a Tax Redemption, the Trustee shall promptly notify the Collateral Manager, the Holders
and the Rating Agency thereof.


 


(d)            If
an Officer of the Collateral Manager obtains actual knowledge of the occurrence of a Tax Event, the Collateral Manager shall promptly
notify the Issuer, the Collateral Administrator and the Trustee thereof, and upon receipt of such notice the Trustee shall promptly notify
the Holders of the Notes and the Rating Agency thereof


 


Section 9.3             Redemption
Procedures. (a) In the event of any redemption pursuant to Section 9.1, the written direction of a Majority of the
Holders of the Subordinated Notes (and in the case of a Refinancing, the consent of the Collateral Manager and the Retention Provider)
required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period
of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to
be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.1, a notice
of redemption shall be given by the Issuer by overnight delivery service (or through the applicable procedures of DTC), postage prepaid,
mailed not later than 4 Business Days prior to the applicable Redemption Date, to the Trustee, the Rating Agency and each Holder of Notes,
at such Holder’s address in the Register.


 


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


 


(i)             the
applicable Redemption Date;


 


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


 


(iii)            all
of the Secured Notes that are to be redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to accrue
on the Business Day specified in the notice;


 


(iv)           the
place or places where Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer
to be maintained as provided in Section 7.2; and


 


(v)            if
all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the
place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or
agency of the Issuer to be maintained as provided in Section 7.2.


 






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(c)            The
Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.1 up to the Business Day prior to the proposed
Redemption Date by written notice to the Trustee. The Issuer shall provide KBRA notice of any withdrawal.


 


(d)            Notice
of redemption pursuant to Section 9.1 or 9.2 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.


 


Section 9.4             Notes
Payable on Redemption Date. (a) Notice of redemption pursuant to Section 9.3 having been given as aforesaid,
the Notes to be redeemed shall, on the Redemption Date, subject the Issuer’s right to withdraw any notice of redemption pursuant
to Section 9.3(c), become due and payable at the Redemption Prices therein specified, and from and after the Redemption Date
(unless the Issuer shall default in the payment of the Redemption Prices and accrued interest) all such Notes that are Secured Notes
shall cease to bear interest on the Redemption Date. Upon final payment on a Note to be so redeemed, the Holder shall present and surrender
such Note at the place specified in the notice of redemption on or prior to such Redemption Date; provided that if there is delivered
to the Issuer and the Trustee such security or indemnity as may be required by them to save such party harmless and an undertaking thereafter
to surrender such Note, then, in the absence of notice to the Issuer or the Trustee that the applicable Note has been acquired by a protected
purchaser, such final payment shall be made without presentation or surrender. Payments of interest on Secured Notes so to be redeemed
which are payable on or prior to the Redemption Date shall be payable to the Holders of such Secured Notes, or one or more predecessor
Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.7(e).


 


(b)            If
any Secured Note called for redemption shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid,
bear interest from the Redemption Date at the applicable Interest Rate for each successive Interest Accrual Period such Secured Note
remains Outstanding; provided that the reason for such non-payment is not the fault of such Noteholder.


 


Section 9.5             Clean-Up
Call Redemption.


 


(a)            At
the written direction of either a Majority of the Subordinated Notes or the Collateral Manager in its sole discretion (which direction
shall be given so as to be received by the Issuer, the Trustee, the Rating Agency and, in the case of such direction delivered by a Majority
of the Subordinated Notes, the Collateral Manager not later than 10 days prior to the proposed Redemption Date specified in such direction),
the Secured Notes will be subject to redemption by the Issuer, in whole but not in part (a “Clean-Up Call Redemption”),
at the Redemption Price therefor, on any Payment Date described in clause (i) of the definition thereof occurring on or after the
Clean-Up Call Date.


 






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(b)            Upon
receipt of notice directing the Issuer to effect a Clean-Up Call Redemption and subject to any transfer restriction, the Issuer (or,
at the written direction and expense of the Issuer, the Trustee on behalf of the Issuer) will offer to the Collateral Manager, the Holders
of the Subordinated Notes and any other Person identified by the Issuer or the Collateral Manager the right to bid to purchase the Collateral
Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-Up Call Redemption is subject to (i) the sale of
the Collateral Obligations by the Issuer to the highest bidder therefor (it being understood that any such sale of Collateral Obligations
may consist of multiple transactions in which Collateral Obligations are sold in groups or on an individual basis, or any combination
of the two, or as an entire pool, as determined by the Collateral Manager) on or prior to the third Business Day immediately preceding
the related Redemption Date, for a purchase price in cash (the “Clean-Up Call Purchase Price”) payable prior to or
on the Redemption Date at least equal to the sum of (a) the sum of the Redemption Prices of the Secured Notes, plus (b) the
aggregate of all other amounts owing by the Issuer on the date of such redemption that are payable in accordance with the Priority of
Payments prior to distributions in respect of the Subordinated Notes, minus (c) all other Assets available for application
in accordance with the Priority of Payments on the Redemption Date. The Issuer shall take all actions necessary to sell, assign and transfer
the Assets to the applicable holder of Subordinated Notes, the Collateral Manager or such other Person upon payment in immediately available
funds of the Clean-Up Call Purchase Price. The Trustee shall deposit such payment into the applicable sub-account of the Collection Account
in accordance with the instructions of the Collateral Manager.


 


(c)            Upon
receipt from a Majority of the Subordinated Notes or the Collateral Manager of a direction in writing to effect a Clean-Up Call Redemption,
the Issuer shall set the related Redemption Date (as specified in the direction delivered pursuant to clause (a) above) and the
Record Date for any redemption pursuant to this Section 9.5 and give written notice thereof to the Trustee (which shall forward
such notice to the Holders), the Collateral Administrator, the Collateral Manager and the Rating Agency not later than 5 Business Days
prior to the proposed Redemption Date.


 


(d)            Any
notice of Clean-Up Call Redemption may be withdrawn by the Issuer up to one Business Day prior to the related scheduled Redemption Date
by written notice to the Trustee, the Rating Agency and the Collateral Manager. Notice of any such withdrawal of a notice of Clean-Up
Call Redemption shall be given by the Trustee at the expense of the Issuer to each Holder of Notes to be redeemed at such Holder’s
address in the Register, by overnight courier guaranteeing next day delivery not later than one Business Day prior to the related scheduled
Redemption Date.


 


(e)            On
the Redemption Date related to any Clean-Up Call Redemption, the Clean-Up Call Purchase Price shall be distributed pursuant to the Priority
of Payments.


 






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ARTICLE X


 


Accounts,
Accountings And Releases


 


Section 10.1           Collection
of Money. (a) Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive
and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all Money and other property
payable to or receivable by the Trustee pursuant to this Indenture, including all payments due on the Assets, in accordance with the
terms and conditions of such Assets. The Trustee shall segregate and hold all such Money and property received by it in trust for the
Holders of the Notes and shall apply it as provided herein. Each Account shall be established and maintained (I) with a federal
or state-chartered depository institution having a long-term issuer rating of at least “A” and or a short-term issuer rating
of at least “A-1” by S&P (or long-term issuer rating of at least “A+” by S&P if such institution has
no short-term rating) or (II) in segregated accounts with the corporate trust department of a federal or state-chartered deposit
institution having a long-term issuer rating of at least “BBB+” by S&P and is subject to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal Regulation Section 9.10(b). Such institution shall have a combined capital
and surplus of at least U.S.$200,000,000. All Cash deposited in the Accounts shall be invested only in Eligible Investments or Collateral
Obligations in accordance with the terms of this Indenture.


 


(b)            If
any institution described in Section 10.1(a) above falls below the requirements specified in Section 10.1(a)(I) or
(II), the assets held in such Account shall be moved by the Issuer within 30 calendar days to another institution that has ratings
that satisfy such requirements.


 


Section 10.2           Collection
Account. (a) In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the
Closing Date, cause the Trustee to establish at the Custodian three segregated subaccounts, one of which will be designated the “Interest
Collection Subaccount,” one of which will be designated the “Principal Collection Subaccount” and one of
which will be designated the “Reinvestment Collection Subaccount” (and which together will comprise the Collection
Account), each held in the name of the Trustee, for the benefit of the Secured Parties and each of which shall be maintained with the
Custodian in accordance with the Securities Account Control Agreement. The Trustee shall from time to time deposit into the Interest
Collection Subaccount, in addition to the deposits required pursuant to Section 10.6(a), immediately upon receipt thereof
or upon transfer from the Payment Account, all Interest Proceeds (unless simultaneously reinvested in Additional Collateral Obligations
in accordance with Article XII or in Eligible Investments). All amounts received in connection with sales of Collateral Obligations
and all proceeds received in connection with final payments with respect to Collateral Obligations shall be credited to the Reinvestment
Collection Subaccount. All other amounts received by the Trustee will be deposited in the Principal Collection Subaccount, including
in addition to the deposits required pursuant to Section 10.6(a), (i) any funds designated as Principal Proceeds by
the Collateral Manager in accordance with this Indenture and (ii) all other Principal Proceeds (unless simultaneously reinvested
in Additional Collateral Obligations in accordance with Article XII or in Eligible Investments). The Issuer may, but under
no circumstances shall be required to, deposit from time to time into the Collection Account, in addition to any amount required hereunder
to be deposited therein, such Monies received from external sources for the benefit of the Secured Parties or the Issuer (other than
payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) as the Issuer deems, in its sole
discretion, to be advisable and to designate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time to time
in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes
herein provided. Subject to Section 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).


 






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(b)            The
Trustee, within one Business Day after receipt of any distribution or other proceeds in respect of the Assets which are not Cash, shall
so notify the Issuer and the Issuer (or the Collateral Manager on behalf of the Issuer) shall use its commercially reasonable efforts
to, within five Business Days after receipt of such notice from the Trustee (or as soon as practicable thereafter), sell such distribution
or other proceeds for Cash in an arm’s length transaction and deposit the proceeds thereof in the Collection Account; provided
that the Issuer (i) need not sell such distributions or other proceeds if it delivers an Issuer Order or an Officer’s
certificate to the Trustee certifying that such distributions or other proceeds constitute Collateral Obligations, Equity Securities
or Eligible Investments or (ii) may otherwise retain such distribution or other proceeds for up to two years from the date of receipt
thereof if it delivers an Officer’s certificate to the Trustee certifying that (x) it will sell such distribution within such
two-year period and (y) retaining such distribution is not otherwise prohibited by this Indenture.


 


(c)            At
any time when reinvestment is permitted pursuant to Article XII, the Collateral Manager on behalf of the Issuer may by Issuer
Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw (i) funds on deposit in the Reinvestment
Collection Subaccount and/or (ii) funds on deposit in the Principal Collection Subaccount representing Principal Proceeds (together
with any Principal Financed Accrued Interest) and reinvest (or invest, in the case of funds referred to in Section 7.18) such
funds in Additional Collateral Obligations, in each case in accordance with the requirements of Article XII and such Issuer
Order and the purchase price for such Collateral Obligations (including accrued interest and other accrued amounts for such Additional
Collateral Obligations) may be paid on or following the settlement thereof as directed in an Issuer Order. At any time as of which no
funds are on deposit in the Reinvesting Revolver Funding Account, 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 Reinvestment Collection
Subaccount representing Principal Proceeds and deposit such funds in the Reinvesting Revolver Funding Account to meet funding requirements
on Delayed Draw Loans or Revolving Loans.


 






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(d)            The
Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee
shall, pay from amounts on deposit in the Collection Account on any Business Day during any Interest Accrual Period (i) any amount
required to exercise a warrant or right to acquire securities held in the Assets in accordance with such Issuer Order; provided that,
so long as any Notes Outstanding are rated by KBRA, (A) if such payment is made from Interest Proceeds, in the reasonable judgment
of the Collateral Manager, such payment will not cause an Event of Default due to a default in the payment, when due and payable, of any
interest on any Secured Note, (B) if such payment is made from Principal Proceeds, unless such Principal Proceeds were designated
as such pursuant to a Contribution, (x) after giving effect to such payment, the aggregate amount of all payments made pursuant
to this clause (i) shall not exceed 5% of the Initial Pool Balance and (y) the Borrowing Base Condition is satisfied after
giving effect to such payment and (C) notice thereof is provided to the Rating Agency, (ii) any amount required to make customary
protective advances or provide customary indemnities to the agent of the Collateral Obligation (for which the Issuer may receive a participation
interest or other right of repayment) as may be required by the Issuer as a lender under the Underlying Instruments and (iii) from
Interest Proceeds only, any Administrative Expenses (such payments to be counted against the Administrative Expense Cap for the applicable
period and to be subject to the order of priority as stated in the definition of Administrative Expenses); provided that the aggregate
Administrative Expenses paid pursuant to this Section 10.2(d) during any Collection Period shall not exceed the Administrative
Expense Cap for the related Payment Date; provided that the Trustee shall be entitled (but not required) without liability on
its part, to refrain from making any such payment of an Administrative Expense pursuant to this Section 10.2 on any day other
than a Payment Date if, in its reasonable determination, the payment of such amount is likely to leave insufficient funds available to
pay in full each of the items described in Section 11.1(a)(i)(A) as reasonably anticipated to be or become due and payable
on the next Payment Date, taking into account the Administrative Expense Cap.


 


(e)            In
connection with a Refinancing in part by Class of one or more Classes of Secured Notes, the Collateral Manager on behalf of the
Issuer may direct the Trustee to apply Partial Refinancing Interest Proceeds from the Interest Collection Subaccount on the date of a
Refinancing of one or more classes of Secured Notes to the payment of the Redemption Price(s) of the Class or Classes of Secured
Notes subject to Refinancing without regard to the Priority of Payments.


 


(f)             The
Trustee shall transfer to the Payment Account, from the Collection Account (other than amounts in the Principal Collections Subaccount
that the Issuer is entitled to reinvest in accordance with the Investment Criteria described herein, and other than (x) amounts
to be applied in connection with a Refinancing in part by Class of one or more Classes of Secured Notes, which amounts may be retained
in the Collection Account for application to the redemption of such Secured Notes and (y) amounts in the Principal Collection Subaccount
that the Issuer is entitled to reinvest in accordance with the Investment Criteria described herein, and other than amounts in the Reinvestment
Collection Subaccount, which amounts, in either case, may be retained in the Collection Account for subsequent reinvestment) for application
pursuant to Section 11.1(a), on the Business Day immediately preceding each Payment Date and on any Redemption Date or Redemption
Distribution Date and, in the case of proceeds received in connection with a Refinancing of the Secured Notes in whole, on the date of
receipt thereof, the amount set forth to be so transferred in the Distribution Report for such Payment Date or the Redemption Distribution
Direction for such Redemption Distribution Date.


 


(g)            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 transfer from amounts on deposit in the Interest Collection Subaccount to the Principal Collection Subaccount, amounts necessary
for application pursuant to Section 7.18(c).


 






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(h)            [reserved]


 


(i)             If
on any Business Day the amount on deposit in the Reinvesting Revolver Funding Account is less than the sum of the unfunded funding obligations
under all Delayed Draw Loans and Revolving Loans then included in the Assets as of such date, the Collateral Manager on behalf of the
Issuer will direct the Trustee to withdraw from the Principal Collection Subaccount and deposit into the Reinvesting Revolver Funding
Account the amount of such insufficiency.


 


Section 10.3           Transaction
Accounts.


 


(a)            Payment
Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date,
cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Trustee,
for the benefit of the Secured Parties, which shall be designated as the Payment Account, which shall be maintained with the Custodian
in accordance with the Securities Account Control Agreement. Except as provided in Section 11.1(a), the only permitted withdrawal
from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay amounts due and payable
on the Notes in accordance with their terms and the provisions of this Indenture and, upon Issuer Order, to pay Administrative Expenses,
fees and other amounts due and owing to the Collateral Manager under the Collateral Management Agreement and other amounts specified
herein, each in accordance with the Priority of Payments. The Issuer shall not have any legal, equitable or beneficial interest in the
Payment Account other than in accordance with this Indenture (including the Priority of Payments) and the Securities Account Control
Agreement. Amounts in the Payment Account shall remain uninvested.


 


(b)            Custodial
Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date,
cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Trustee,
for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian
in accordance with the Securities Account Control Agreement. All Collateral Obligations shall be credited to the Custodial Account. The
only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees
to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any
assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order,
judgment, warrant of attachment, execution or similar process. The Issuer shall not have any legal, equitable or beneficial interest
in the Custodial Account other than in accordance with this Indenture and the Priority of Payments. Amounts in the Custodial Account
shall remain uninvested.


 






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(c)            Prefunding
Account. In accordance with this Indenture and the Securities Account Control Agreement, the Issuer shall, prior to the Closing Date,
cause the Trustee to establish at the Custodian a single, segregated non-interest bearing trust account held in the name of the Trustee,
for the benefit of the Secured Parties, which shall be designated as the Prefunding Account, which shall be maintained with the Custodian
in accordance with the Securities Account Control Agreement. The Issuer shall direct the Trustee to deposit $59,358,518 to the Prefunding
Account on the Closing Date. On behalf of the Issuer, the Collateral Manager will direct the Trustee to, from time to time during the
Prefunding Period, purchase additional Collateral Obligations and invest in Eligible Investments any amounts not used to purchase such
additional Collateral Obligations. Upon the termination of the Prefunding Period (and excluding any proceeds that will be used to settle
binding commitments entered into prior to that date), the Trustee will deposit any remaining amounts in the Prefunding Account into the
Principal Collection Subaccount as Principal Proceeds. Any income earned on amounts deposited in the Prefunding Account will be deposited
in the Interest Collection Subaccount as Interest Proceeds.


 


(d)            [reserved].


 


(e)            Reinvesting
Revolver Funding Account. Upon the acquisition of any Delayed Draw Loan or Revolving Loan, funds in an amount equal to the undrawn
portion of such obligation shall be withdrawn from the Reinvestment Collection Subaccount and deposited by the Trustee in a single, segregated
account established at the Custodian which account shall be subject to the lien of U.S. Bank Trust Company, National Association, as
Trustee for the benefit of the Secured Parties, (the “Reinvesting Revolver Funding Account”), and shall be maintained
with the Custodian in accordance with the Securities Account Control Agreement. Upon initial acquisition of any such obligations, funds
deposited in the Reinvesting Revolver Funding Account in respect of any Delayed Draw Loan or Revolving Loan shall be treated as part
of the acquisition price therefor. Amounts on deposit in the Reinvesting Revolver Funding Account shall be invested in overnight funds
that are Eligible Investments selected by the Collateral Manager pursuant to Section 10.5 and earnings from all such
investments shall be deposited in the Interest Collection Subaccount as Interest Proceeds.


 


The Issuer shall at all times
maintain sufficient funds on deposit in the Reinvesting Revolver Funding Account such that the sum of the amount of funds on deposit
in such Reinvesting Revolver Funding Account shall be equal to or greater than the sum of the unfunded funding obligations under all
Delayed Draw Loans and Revolving Loans then included in the Assets. Funds shall be deposited in the Reinvesting Revolver Funding Account
upon the acquisition of any Delayed Draw Loan or Revolving Loan. Upon the receipt by the Issuer of any Principal Proceeds with respect
to a Revolving Loan, such Principal Proceeds shall be deposited in the Reinvesting Revolver Funding Account as directed by the Collateral
Manager on behalf of the Issuer. In the event of any shortfall in the Reinvesting Revolver Funding Account, the Collateral Manager (on
behalf of the Issuer) may direct the Trustee to, and the Trustee thereafter shall, transfer funds in an amount equal to such shortfall
from the Principal Collection Subaccount to the Reinvesting Revolver Funding Account.


 


Fundings of Revolving Loans
and Delayed Draw Loans shall be made using, first, amounts on deposit in the Reinvesting Revolver Funding Account and, second, amounts
on deposit in the Principal Collection Subaccount (other than, in the case of the Reinvestment Collection Subaccount, amounts reserved
to purchase Collateral Obligations that have not yet settled).


 






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Any funds in the Reinvesting
Revolver Funding Account (other than earnings from Eligible Investments therein) shall be available solely to cover any drawdowns on
the Delayed Draw Loans and Revolving Loans; provided that any excess of (A) the amounts on deposit in the Reinvesting Revolver Funding
Account over (B) the sum of the unfunded funding obligations under all Delayed Draw Loans and Revolving Loans that are included
in the Assets (including any such excess that occurs upon (i) the sale or maturity of a Delayed Draw Loan or Revolving Loan or (ii) the
occurrence of an event of default with respect to any such Delayed Draw Loan or Revolving Loan or any other event or circumstance that
results in the irrevocable reduction of the undrawn commitments under such Delayed Draw Loan or Revolving Loan) may be transferred by
the Trustee (at the written direction of the Collateral Manager on behalf of the Issuer, which may be provided via e-mail or other electronic
means acceptable to the Trustee) from time to time as Principal Proceeds to the Principal Collection Subaccount. The Trustee shall not
be responsible at any time for determining whether the funds in the Reinvesting Revolver Funding Account are insufficient.


 


Section 10.4           Ownership
of the Accounts. For the avoidance of doubt, the Accounts (including income, if any, earned on the investments of funds in such account)
will be owned by the Issuer, for federal income tax purposes. The Issuer is required to provide to the Trustee (i) an IRS Form W-9
or appropriate IRS Form W-8 no later than the Closing Date, and (ii) any additional IRS forms (or updated versions of any previously
submitted IRS forms) or other documentation upon the reasonable request of the Trustee as may be necessary (i) to reduce or eliminate
the imposition of U.S. withholding taxes and (ii) to permit the Trustee to fulfill its tax reporting obligations under applicable
law with respect to the Accounts or any amounts paid to the Issuer. If any IRS form or other documentation previously delivered becomes
inaccurate in any respect, the Issuer shall timely provide to the Trustee accurately updated and complete versions of such IRS forms
or other documentation. None of the Bank, both in its individual capacity and in its capacity as Trustee, or any of its Affiliates shall
have any liability to the Issuer or any other person in connection with any tax withholding amounts paid or withheld from the Accounts
pursuant to applicable law arising from the Issuer’s failure to timely provide an accurate, correct and complete IRS Form W-9,
an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds
shall be invested with respect to such Accounts absent the Trustee having first received (i) the requisite written investment direction
with respect to the investment of such funds, and (ii) the IRS forms and other documentation required by this paragraph.


 






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Section 10.5           Reinvestment
of Funds in Accounts; Reports by Trustee. (a) By Issuer Order (which may be in the form of standing instructions), the Issuer
(or the Collateral Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order,
the Trustee shall, invest all funds on deposit in the Collection Account as the Reinvesting Revolver Funding Account, as so directed
in Eligible Investments having stated maturities no later than the Business Day preceding the next Payment Date (or such shorter maturities
expressly provided herein). If prior to the occurrence of an Event of Default, the Issuer shall not have given any such investment directions,
the Trustee shall seek instructions from the Collateral Manager within three Business Days after transfer of any funds to such accounts.
If the Trustee does not thereafter receive written instructions from the Collateral Manager within five Business Days after transfer
of such funds to such accounts, it shall invest and reinvest the funds held in such accounts, as fully as practicable, in the Standby
Directed Investment. If after the occurrence of an Event of Default, the Issuer shall not have given such investment directions to the
Trustee for three consecutive days, the Trustee shall invest and reinvest such Cash as fully as practicable in the Standby Directed Investment.
Except to the extent expressly provided otherwise herein, all interest and other income from such investments shall be deposited in the
Interest Collection Subaccount, any gain realized from such investments shall be credited to the Principal Collection Subaccount upon
receipt, and any loss resulting from such investments shall be charged to the Principal Collection Subaccount. The Trustee shall not
in any way be held liable by reason of any insufficiency of such accounts which results from any loss relating to any such investment;
provided that nothing herein shall relieve the Bank of (i) its obligations or liabilities under any security or obligation
issued by the Bank or any Affiliate thereof or (ii) liability for any loss resulting from gross negligence, willful misconduct or
fraud on the part of the Bank or any Affiliate thereof.


 


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


 


(c)            The
Trustee shall supply, in a timely fashion, to the Issuer, the Rating Agency and the Collateral Manager any information regularly maintained
by the Trustee that the Issuer, the Rating Agency or the Collateral Manager may from time to time reasonably request with respect to
the Assets, the Accounts and the other Assets and provide any other requested information reasonably available to the Trustee by reason
of its acting as Trustee hereunder and required to be provided by Section 10.7 or to permit the Collateral Manager to
perform its obligations under the Collateral Management Agreement or the Issuer’s obligations hereunder that have been delegated
to the Collateral Manager. The Trustee shall promptly forward to the Collateral Manager copies of notices and other writings received
by it from the obligor or issuer of any Asset or from any Clearing Agency with respect to any Asset which notices or writings advise
the holders of such Asset of any rights that the holders might have with respect thereto (including, without limitation, requests to
vote with respect to amendments or waivers and notices of prepayments and redemptions) as well as all periodic financial reports
received from such obligor or issuer and Clearing Agencies with respect to such issuer.


 






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Section 10.6           Accountings.


 


(a)            Payment
Date Accounting. The Collateral Manager (on behalf of the Issuer) shall render an accounting (each a “Distribution Report”),
determined as of the close of business on each Determination Date preceding a Payment Date, and shall make available such Distribution
Report to the Trustee, the Collateral Manager, the Initial Purchasers, the Rating Agency, any Holder shown on the Register of a Note
and any beneficial owner of a Note who has delivered a Beneficial Ownership Certificate to the Trustee not later than the Business Day
preceding the related Payment Date. The Distribution Report shall contain the following information:


 


(i)              the
amount of interest on the Secured Notes due and payable on such Payment Date;


 


(ii)             [reserved];


 


(iii)            the
outstanding principal balance of the Class A Notes;


 


(iv)           the
amount of principal payments to be made on the Secured Notes on such Payment Date in accordance with the Priority of Payments;


 


(v)            the
Collateral Management Fee payable to the Collateral Manager on such Payment Date, including any Current Deferred Management Fee;


 


(vi)           an
itemized description of any Administrative Expenses payable on such Payment Date;


 


(vii)          the
Aggregate Outstanding Amount of each Class as of such Payment Date, in each case after giving effect to all payments of principal
on such Class to be made on such Payment Date;


 


(viii)         the
Aggregate Principal Balance of the Collateral Obligations as of the last day of the related Collection Period;


 


(ix)            the
aggregate unfunded funding obligations under all Delayed Draw Loans and Revolving Loans;


 


(x)             calculation
of the Adjusted Pool Balance of the Collateral Obligations and the Class A Borrowing Base, the Class B Borrowing Base and the
Aggregate Borrowing Base (as provided by the Collateral Manager) with respect to the Secured Notes;


 


(xi)            the
number and Aggregate Principal Balance of Collateral Obligations that were Credit Risk Obligations, Delinquent Obligations and Defaulted
Obligations as of the last day of the related Collection Period;


 


(xii)           the
balance of each Account as of such Determination Date;


 


(xiii)          the
purchase price of each Additional Collateral Obligation acquired since the last Distribution Report;


 


(xiv)          the
calculation of each of the following:


 


(A)           the
Level 1 Portfolio Test;


 


(B)            the
Level 2 Portfolio Test;


 


(C)            the
Minimum Floating Spread Test;


 


(D)           the
Weighted Average Life Test; and


 


(E)            the
Concentration Limitations;


 






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(xv)          the
sale price of any Asset that was sold or has matured since the last Distribution Report, including the amount of cash received as Principal
Proceeds; and


 


(xvi)         the
cumulative amount of any substitutions, purchases and sales of Collateral Obligations.


 


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


 


(b)           Notice
of Events of Default. Promptly, but in any case no later than within two Business Days of discovery (or receipt of notice thereof)
by the Collateral Manager or the Issuer, as applicable, such party will be required to provide to the Trustee (with a copy to the other
party) (i) in the case of any proposed or pending litigation or investigation relating to it by any governmental authority or any
legal proceeding which involve or may involve the possibility of materially and adversely affecting the Issuer, a written notice specifying
the nature of such litigation, investigation or proceeding and what action the Issuer is taking or proposes to take with respect thereto
and evaluating its merits, (ii) notice of the existence of any condition or event which constitutes an Event of Default, including
a description of its nature and period of existence and what action the Collateral Manager or Issuer is taking or proposes to take with
respect thereto, and (iii) notice of any event or occurrence (including changes in applicable law) of which the Collateral Manager
or Issuer (as applicable) has knowledge that may reasonably affect, materially and adversely, the ability of the Collateral Manager to
service the Collateral Obligations or to otherwise perform and carry out its duties, responsibilities and obligations under the Transaction
Documents. The Trustee shall make available to Holders any notice delivered pursuant to (i), (ii) and (iii) above (including
by posting to its website) but shall not be under any obligation to review or evaluate any such notice, or to investigate or inquire
further into any matter described therein.


 


(c)           Failure
to Provide Accounting. If the Trustee shall not have received any accounting provided for in this Section 10.6 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 10.6 as a result of the failure of the Issuer to provide such
information or reports, the Collateral Manager shall be entitled to retain an Independent certified public accountant in connection therewith
and the reasonable costs incurred by the Collateral Manager for such Independent certified public accountant shall be paid by the Issuer.


 


(d)           Initial
Purchaser Information. The Issuer and the Initial Purchasers, or any successor to either Initial Purchaser, may post the information
contained in a Distribution Report to a password-protected internet site accessible only to the Holders of the Notes and to the Collateral
Manager.


 






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(e)           Distribution
of Reports. The Trustee will make the Distribution Report, any Redemption Distribution Direction and any notices or communications
required to be delivered to the Holders in accordance with this Indenture available via its internet website. The Trustee’s internet
website shall initially be located at https://pivot.usbank.com. The Trustee shall have the right to change the way such statements are
distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide
timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Trustee’s internet
website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee shall be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided in the Distribution Report which the Trustee disseminates
in accordance with this Indenture and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.


 


(f)            In
the event that the Trustee receives instructions to effect a securities transaction as contemplated in 12 CFR 12.1, the Issuer acknowledges
that, upon its written request and at no additional cost, it has the right to receive notification from the Trustee after the completion
of such transaction as contemplated in 12 CFR 12.4(a) or (b), the Issuer agrees that, absent a specific request, such notification
shall not be provided by the Trustee hereof and, in lieu of such notifications, the Trustee shall make available each Distribution Report
in the manner required by this Indenture.


 


(g)           The
Trustee is hereby authorized and directed to make available to Intex Solutions, Inc. each Distribution Report by granting access
to the Trustee’s internet website containing the Distribution Report and such reports and all other data files posted on the Trustee’s
Website, it being understood that the Trustee shall have no liability for providing such reports, documents or other data or for granting
such access, including for use of such information by Intex Solutions, Inc. or its subscribers, and the Issuer consents to such
reports, documents and other data files being made available by Intex Solutions, Inc. to its subscribers.


 


(h)           “Fair
Value” Report. The Issuer authorizes and directs the Trustee to make available to Holders via the Trustee’s internet
website any “fair value” report provided to the Trustee by the Issuer for posting in connection with the U.S. Risk Retention
Rules and provided to the Trustee for posting to the website. Notwithstanding anything herein to the contrary, it is understood
and agreed that the Trustee (i) has not participated in the preparation of any such report or the information contained therein
and (ii) is not responsible for, and is not making any representation concerning, the accuracy or completeness of such report or
the information contained therein, including, without limitation, in respect of the fair value of any Notes identified therein or any
assumptions, discount factors or other variables used to determine any such fair value.


 






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(i)            Redemption
Distribution Direction. The Issuer shall render an accounting (each a “Redemption Distribution Direction”), determined
as of the close of business on each Determination Date preceding a Redemption Distribution Date, and shall make available such Redemption
Distribution Direction available to the Collateral Manager and the Trustee setting forth the amounts payable pursuant to each applicable
clause of Section 11.1(a)(i) and Section 11.1(a)(ii), as applicable, on the related Redemption Distribution
Date. Each Redemption Distribution Direction shall constitute instructions to the Trustee to withdraw funds from the Payment Account
and pay or transfer such amounts set forth in such Redemption Distribution Direction in the manner specified and in accordance with the
priorities established in Section 11.1 and Article XIII. No Redemption Distribution Direction will be required
to be reviewed by the Independent accountants appointed pursuant to this Indenture.


 


Section 10.7           Release
of Assets. (a) Subject to Article XII, the Issuer may, by Issuer Order executed by an Officer of the Collateral
Manager, delivered to the Trustee at least one Business Day prior to the settlement date for any sale of an Asset certifying that the
sale, repurchase or substitution of such Asset is being made in accordance with Section 12.1 hereof and such sale, repurchase
or substitution complies with all applicable requirements of Section 12.1 (which certification shall be deemed to be made
upon delivery of such Issuer Order or trade continuation in respect of such sale) (provided that if an Enforcement Event has occurred
and is continuing, neither the Issuer nor the Collateral Manager (on behalf of the Issuer) may direct the Trustee to release or cause
to be released such Asset from the lien of this Indenture pursuant to a sale under Section 12.1 unless the sale of such Asset
is permitted pursuant to Section 12.3(c)), direct the Trustee to release or cause to be released such Asset from the lien
of this Indenture and, upon receipt of such Issuer Order, the Trustee shall deliver any such Asset, if in physical form, duly endorsed
to the broker or purchaser designated in such Issuer Order or, if such Asset is a Clearing Corporation Security, cause an appropriate
transfer thereof to be made, in each case against receipt of the sales price therefor as specified by the Collateral Manager in such
Issuer Order; provided that the Trustee may deliver any such Asset in physical form for examination in accordance with industry
custom.


 


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


 


(c)            Upon
receiving actual notice of any Offer or any request for a waiver, direction, consent, amendment or other modification or action with
respect to any Asset, the Trustee on behalf of the Issuer shall notify the Collateral Manager of any Asset that is subject to a tender
offer, voluntary redemption, exchange offer, conversion or other similar action (an “Offer”) or such request.
Unless the Notes have been accelerated following an Event of Default, the Collateral Manager may, by Issuer Order, direct (x) the
Trustee to accept or participate in or decline or refuse to participate in such Offer and, in the case of acceptance or participation,
to release from the lien of this Indenture such Asset in accordance with the terms of the Offer against receipt of payment therefor,
or (y) the Issuer or the Trustee to agree to or otherwise act with respect to such consent, direction, waiver, amendment, modification
or action; provided that in the absence of any such direction, the Trustee shall not respond or react to such Offer or request.


 






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(d)           As
provided in Section 10.2(a), the Trustee shall deposit any proceeds received by it from the disposition or replacement of
an Asset in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of Additional Collateral
Obligations or Eligible Investments as permitted under and in accordance with the requirements of this Article X and Article XII.


 


(e)           The
Trustee shall, upon receipt of an Issuer Order at such time as there are no Secured Notes Outstanding and all obligations of the Issuer
hereunder have been satisfied, release any remaining Assets from the lien of this Indenture.


 


(f)            Any
security, Collateral Obligation or amounts that are released pursuant to Section 10.8(a), (b) or (c) shall
be released from the lien of this Indenture.


 


(g)           Any
amounts paid from the Payment Account to the Holders of the Subordinated Notes in accordance with the Priority of Payments shall be released
from the lien of this Indenture.


 


(h)           Any
Excluded Amounts (as defined in the Loan Sale Agreement) received by the Issuer shall be released from the lien of this Indenture in
accordance with Section 3.03 of the Loan Sale Agreement.


 


Section 10.8           Reports
by Independent Accountants. (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public
accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants
required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the
Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the
consent of any Holder of Notes. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral
Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor
thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a
firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer
shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after
such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor
within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent
certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its
successor shall be payable by the Issuer. In the event such firm requires the Trustee and/or the Collateral Administrator to agree to
the procedures performed by such firm, the Issuer hereby directs the Trustee and/or the Collateral Administrator to so agree, which acknowledgment
or agreement may include, among other things, (i) acknowledgment of the responsibility for the sufficiency of the procedures to
be performed by the Independent accountants for its purposes, (ii) releases by the Trustee (on behalf of itself and the Holders)
of claims against the Independent accountants and acknowledgement of other limitations of liability in favor of the Independent accountants
and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent
accountants (including to the Holders). It is understood and agreed that the Trustee and/or the Collateral Administrator will deliver
such letter of agreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Trustee nor the Collateral
Administrator shall make any inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity or
correctness of such procedures. The Trustee and the Collateral Administrator shall not be required to make any such agreements that adversely
affect the Bank in its individual capacity.


 






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(b)           On
or before June 30th of each year commencing in 2022, the Issuer shall cause to be delivered to the Trustee, the Collateral Manager
and each Holder of the Notes upon written request therefor and subject to the execution of an agreement with the Independent certified
public accountants, a report from a firm of Independent certified public accountants for each Distribution Report occurring in April and
October of each year (i) indicating that such firm has performed agreed-upon procedures to recalculate certain of the calculations
within those Distribution Reports have been performed in accordance with the applicable provisions of this Indenture and (ii) listing
the Aggregate Principal Balance of the Assets and the Aggregate Principal Balance of the Collateral Obligations securing the Secured
Notes as of the relevant Determination Dates; provided that in the event of a conflict between such firm of Independent certified
public accountants and the Issuer with respect to any matter in this Section 10.8, the determination by such firm of Independent
public accountants shall be conclusive.


 


(c)            Upon
the written request of the Trustee, or any Holder of a Subordinated Note (and subject to the execution of an agreement with the firm
of Independent certified public accountants), the Issuer will cause the firm of Independent certified public accountants appointed pursuant
to Section 10.8(a) to provide any Holder of Subordinated Notes with all of the information required to be provided by
the Issuer or pursuant to Section 7.17 or assist the Issuer in the preparation thereof.


 


Section 10.9           Reports
to the Rating Agency and Additional Recipients. In addition to the information and reports specifically required to be provided to
the Rating Agency pursuant to the terms of this Indenture, the Issuer shall provide the Rating Agency with all information or reports
delivered to the Trustee hereunder (with the exception of any accountants’ reports or any Accountants’ Report) and such additional
information as the Rating Agency may from time to time reasonably request (including notification to the Rating Agency via KCA@kbra.com
of (i) any modification of any loan document relating to a DIP Collateral Obligation or any release of collateral thereunder not
permitted by such loan documentation and (ii) any material modifications to any Collateral Obligation, in each case, excluding any
accountants’ reports or any Accountants’ Report). On or before December 31 of each calendar year, commencing in 2022,
the Issuer shall provide KBRA via KCA@kbra.com with (i) the financial statements of each Obligor of a Collateral Obligation and
(ii) financial information with respect to any new Collateral Obligations. Within 10 Business Days after the end of the Prefunding
Period, and on each Payment Date, the Issuer shall cause to be provided to the Rating Agency, via e-mail in accordance with Section 14.3(a),
a Microsoft Excel file of the Excel Default Model Input File and, with respect to each Collateral Obligation, the name of each obligor
or issuer thereof and the CUSIP number thereof (if applicable). In accordance with SEC Release No. 34-72936, Form 15-E, only
in its complete and unedited form will be provided by the Independent accountants to the Issuer and the Information Agent who will post
such Form 15-E, except for the redaction of any sensitive information by the Issuer, on the 17g-5 website.


 






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Section 10.10         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 such accounts to enter into
a securities account control agreement and, if the Securities Intermediary is the Bank or one of its Affiliates, shall cause the Bank,
or such Affiliate, to comply with the provisions of such securities account control agreement. The Trustee shall have the right to open
such subaccounts of any such account as it deems necessary or appropriate for convenience of administration.


 


Section 10.11         Section 3(c)(7) Procedures.
For so long as any Notes are Outstanding, the Issuer shall do the following:


 


(a)           Notification.
Each Distribution Report sent or caused to be sent by the Issuer to the Noteholders will include a notice to the following effect:


 


“The Investment
Company Act of 1940, as amended (the “1940 Act”), requires that all holders of the outstanding securities of the Issuer
that are U.S. persons (as defined in Regulation S) be “Qualified Purchasers” (“Qualified Purchasers”)
as defined in Section 2(a)(51)(A) of the 1940 Act and related rules. Under the rules, the Issuer must have a “reasonable
belief” that all holders of its outstanding securities that are “U.S. persons” (as defined in Regulation S), including
transferees, are Qualified Purchasers. Consequently, all sales and resales of the Notes in the United States or to “U.S. persons”
(as defined in Regulation S) must be made solely to purchasers that are Qualified Purchasers. Each purchaser of a Secured Note in the
United States who is a “U.S. person” (as defined in Regulation S) (such Note a “Restricted Secured Note”)
will be deemed (or required, as the case may be) to represent at the time of purchase that: (i) the purchaser is a Qualified Purchaser
who is either (x) an institutional accredited investor (“IAI”) within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) or (y) a qualified institutional
buyer as defined in Rule 144A under the Securities Act (“QIB”); (ii) the purchaser is acting for its own
account or the account of another Qualified Purchaser and QIB/IAI (as applicable); (iii) the purchaser is not formed for the purpose
of investing in the Issuer; (iv) the purchaser, and each account for which it is purchasing, will hold and transfer at least the
minimum denominations of the Notes specified herein; (v) the purchaser understands that the Issuer may receive a list of participants
holding positions in securities from one or more book-entry depositories; and (vi) the purchaser will provide written notice of
the foregoing, and of any applicable restrictions on transfer, to any subsequent transferees. The Restricted Secured Notes may only be
transferred to another Qualified Purchaser and QIB/IAI (as applicable) and all subsequent transferees are deemed to have made representations
(i) through (vi) above. Each purchaser of a Subordinated Note in the United States who is a “U.S. person” (as defined
in Regulation S) (such Note a “Restricted Subordinated Note”) will be required to represent at the time of purchase
that: (a) the purchaser is a Qualified Purchaser who is either (x) an accredited investor (“AI”) within
the meaning of Rule 501 under the Securities Act or (y) a QIB; (b) the purchaser is acting for its own account or the
account of another Qualified Purchaser and QIB/AI (as applicable); (c) the purchaser is not formed for the purpose of investing
in the Issuer; (d) the purchaser, and each account for which it is purchasing, will hold and transfer at least the minimum denominations
of the Notes specified herein; (e) the purchaser understands that the Issuer may receive a list of participants holding positions
in securities from one or more book-entry depositories; and (f) the purchaser will provide written notice of the foregoing, and
of any applicable restrictions on transfer, to any subsequent transferees. The Restricted Subordinated Notes may only be transferred
to another Qualified Purchaser and QIB/AI (as applicable) and all subsequent transferees are deemed to have made representations (a) through
(f) above.”


 






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“The Issuer
directs that the recipient of this notice, and any recipient of a copy of this notice, provide a copy to any Person having an interest
in this Note as indicated on the books of DTC or on the books of a participant in DTC or on the books of an indirect participant for
which such participant in DTC acts as agent.”


 


“The Indenture
provides that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any holder of, or beneficial
owner of an interest in a Restricted Secured Note or a Restricted Subordinated Note is a “U.S. person” (as defined in Regulation
S) who is determined not to have been a Qualified Purchaser at the time of acquisition of such Restricted Secured Note or Restricted
Subordinated Note, as applicable, or beneficial interest therein, the Issuer may require, by notice to such Holder or beneficial owner,
that such Holder or beneficial owner sell all of its right, title and interest to such Restricted Secured Note or a Restricted Subordinated
Note, as applicable, (or any interest therein) to a Person that is either (x) in the case of the Secured Notes, not a “U.S.
person” (as defined in Regulation S) or (y) a Qualified Purchaser who is either an IAI (or, in the case of the Subordinated
Notes, another AI) or a QIB (as applicable), with such sale to be effected within 30 days after notice of such sale requirement is given.
If such holder or beneficial owner fails to effect the transfer required within such 30-day period, (i) the Issuer or the Collateral
Manager acting for the Issuer, without further notice to such holder, shall and is hereby irrevocably authorized by such holder or beneficial
owner, to cause its Restricted Secured Note or Restricted Subordinated Note, as applicable, or beneficial interest therein to be transferred
in a commercially reasonable sale (conducted by the Collateral Manager in accordance with Article 9 of the UCC as in effect in the
State of New York as applied to securities that are sold on a recognized market or that may decline speedily in value) to a Person that
certifies to the Trustee, the Issuer and the Collateral Manager, in connection with such transfer, that such Person meets the qualifications
set forth in clauses (x) and (y) above and (ii) pending such transfer, no further payments will be made in respect of
such Restricted Secured Note or Restricted Subordinated Note, as applicable, or beneficial interest therein held by such holder or beneficial
owner.”


 


(b)           DTC
Actions. The Issuer will direct DTC to take the following steps in connection with the Global Secured Notes:


 


(i)            The
Issuer will direct DTC to include the marker “3c7” in the DTC 20-character security descriptor and the 48-character additional
descriptor for the Global Secured Notes in order to indicate that sales are limited to Qualified Purchasers.


 






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(ii)           The
Issuer will direct DTC to cause each physical deliver order ticket that is delivered by DTC to purchasers to contain the 20-character
security descriptor. The Issuer will direct DTC to cause each deliver order ticket that is delivered by DTC to purchasers in electronic
form to contain a “3c7” indicator and a related user manual for participants. Such user manual will contain a description
of the relevant restrictions imposed by Section 3(c)(7).


 


(iii)           On
or prior to the Closing Date, the Issuer will instruct DTC to send a Section 3(c)(7) Notice to all DTC participants in connection
with the offering of the Global Secured Notes.


 


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


 


(v)           The
Issuer will cause each CUSIP number obtained for a Global Note to have a fixed field containing “3c7” and “144A”
indicators, as applicable, attached to such CUSIP number.


 


(c)            Bloomberg
Screens, Etc. The Issuer will from time to time request all third-party vendors to include on screens maintained by such vendors
appropriate legends regarding Rule 144A and Section 3(c)(7) under the 1940 Act restrictions on the Global Secured Notes.
Without limiting the foregoing, the Initial Purchasers will request that each third-party vendor include the following legends on each
screen containing information about the Notes:


 


(i)            Bloomberg.


 


(A)          “Iss’d
Under 144A/3c7”, to be stated in the “Note Box” on the bottom of the “Security Display” page describing
the Global Secured Notes;


 


(B)           a
flashing red indicator stating “See Other Available Information” located on the “Security Display” page;


 


(C)           a
link to an “Additional Security Information” page on such indicator stating that the Global Secured Notes are being
offered in reliance on the exception from registration under Rule 144A of the Securities Act of 1933 to Persons that are both (i) “Qualified
Institutional Buyers” as defined in Rule 144A under the Securities Act and (ii) “Qualified Purchasers” as
defined under Section 2(a)(51) of the 1940 Act, as amended; and


 


(D)           a
statement on the “Disclaimer” page for the Global Secured Notes that the Notes will not be and have not been registered
under the Securities Act of 1933, as amended, that the Issuer has not been registered under the 1940 Act, as amended, and that the Global
Secured Notes may only be offered or sold in accordance with Section 3(c)(7) of the 1940 Act, as amended.


 






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(ii)            Reuters.


 


(A)          a
 “144A – 3c7” notation included in the security name field at the top of the Reuters Instrument Code screen;


 


(B)           a
 “144A3c7Disclaimer” indicator appearing on the right side of the Reuters Instrument Code screen; and


 


(C)           a
link from such “144A3c7Disclaimer” indicator to a disclaimer screen containing the following language: “These Notes
may be sold or transferred only to Persons who are both (i) Qualified Institutional Buyers, as defined in Rule 144A under the
Securities Act, and (ii) Qualified Purchasers, as defined under Section 3(c)(7) under the U.S. Investment Company Act
of 1940.”


 


Section 10.12         No
Further Reporting Following the Redemption of the Secured Notes. Notwithstanding any other provision of this Indenture to the contrary,
except with respect to (i) Section 4.1 or the satisfaction and discharge of this Indenture and (ii) if at such
time 100% of the Aggregate Outstanding Amount of the Subordinated Notes are not owned by the Retention Provider or any Affiliate thereof,
Article VIII, from and after the date on which no Secured Notes are deemed or considered Outstanding, all requirements herein
that the Issuer, Collateral Manager or Trustee deliver or cause to be delivered any reports, compliance certificates or opinions to any
party shall be deemed deleted and have no further force or effect.


 


ARTICLE XI


 


Application
Of Monies


 


Section 11.1           Disbursements
of Monies from Payment Account. (a) Notwithstanding any other provision herein, but subject to the other sub-sections of this
Section 11.1 and to Section 13.1, on each Payment Date and, if elected by the Collateral Manager, on each Redemption
Distribution Date, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2 in
accordance with the following priorities (the “Priority of Payments”); provided that, unless an Enforcement
Event has occurred and is continuing, (x) amounts transferred from the Interest Collection Subaccount shall be applied solely in
accordance with Section 11.1(a)(i); and (y) amounts transferred from the Principal Collection Subaccount shall be applied
solely in accordance with Section 11.1(a)(ii).


 


(i)            On
each Payment Date other than any Stated Maturity, unless an Enforcement Event has occurred and is continuing and, if elected by the Collateral
Manager, on each Redemption Distribution Date, Interest Proceeds on deposit in the Collection Account, to the extent received on
or before the related Determination Date and that, in each case, are transferred into the Payment Account, shall be applied in the
following order of priority:


 






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(A)          to
the payment of (1) first, taxes and governmental fees owing by the Issuer (including any costs of complying with FATCA),
if any, and (2) second, the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof,
up to the Administrative Expense Cap (except as otherwise expressly provided in connection with any Optional Redemption or Tax Redemption);


 


(B)           to
the payment to the Collateral Manager of (i) any accrued and unpaid Collateral Management Fee due on such Payment Date (including
any interest accrued on any Collateral Management Fee Shortfall Amount) minus the amount of any Current Deferred Management Fee,
if any, and (ii) any Cumulative Deferred Management Fee requested to be paid at the option of the Collateral Manager; provided
that Interest Proceeds shall only be used to make payments with respect to the Cumulative Deferred Management Fee pursuant to this
clause (B) to the extent such Interest Proceeds are not needed to pay the amounts referred to in any of clauses (C) through
(E) below (on a pro forma basis after giving effect to such proposed payment of the Cumulative Deferred Management Fee);


 


(C)           to
the payment of (1) first accrued and unpaid interest on the Class A Notes (including, without limitation, defaulted
interest, if any, and interest thereon) and (2) second accrued and unpaid interest on the Class B Notes (including,
without limitation, defaulted interest, if any, and interest thereon);


 


(D)          (i)
prior to the occurrence of a Rapid Amortization Event, if the Class A Borrowing Base Condition is not satisfied, on a pro
forma basis, after giving effect to all distributions of Principal Proceeds pursuant to clause (B) of Section 11.1(a)(ii),
to the Principal Collection Subaccount for application as Principal Proceeds until the Class A Borrowing Base Condition is
satisfied and (ii) from and after the occurrence of a Rapid Amortization Event until the Aggregate Outstanding Amount of the
Class A Notes is reduced to zero, on a pro forma basis, after giving effect to all distributions of Principal Proceeds
pursuant to clause (B) of Section 11.1(a)(ii), to the Principal Collection Subaccount for application as Principal
Proceeds;


 


(E)           (i) prior
to the occurrence of a Rapid Amortization Event, if the Class B Borrowing Base Condition is not satisfied, on a pro forma
basis, after giving effect to all distributions of Principal Proceeds pursuant to clause (B) of Section 11.1(a)(ii),
to the Principal Collection Subaccount for application as Principal Proceeds until the Class B Borrowing Base Condition is satisfied
and (ii) from and after the occurrence of a Rapid Amortization Event until the Aggregate Outstanding Amount of the Class B
Notes is reduced to zero, on a pro forma basis, after giving effect to all distributions of Principal Proceeds pursuant to clause
(B) of Section 11.1(a)(ii), to the Principal Collection Subaccount for application as Principal Proceeds;


 






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(F)           to
the payment of (1) first, accrued and unpaid interest on the Class C Notes (excluding Deferred Interest, but including
interest on Deferred Interest) and (2) second, any Deferred Interest on the Class C Notes;


 


(G)           (i) prior
to the occurrence of a Rapid Amortization Event, if the Aggregate Borrowing Base Condition is not satisfied, on a pro forma basis,
after giving effect to all distributions of Principal Proceeds pursuant to clause (D) of Section 11.1(a)(ii), to the
Principal Collection Subaccount for application as Principal Proceeds until the Aggregate Borrowing Base Condition is satisfied and (ii) from
and after the occurrence of a Rapid Amortization Event until the Aggregate Outstanding Amount of the Class C Notes is reduced to
zero, on a pro forma basis, after giving effect to all distributions of Principal Proceeds pursuant to clause (D) of Section 11.1(a)(ii),
to the Principal Collection Subaccount for application as Principal Proceeds;


 


(H)           to
the payment to the Collateral Manager of any Cumulative Deferred Management Fee not paid pursuant to clause (B)(ii) above due to
the limitations contained therein (in the same manner and order of priority stated therein);


 


(I)            to
the payment (pro rata based on the amounts payable to the applicable parties under this clause (I)) of any Administrative Expenses
not paid pursuant to clause (A)(2) above due to the limitation contained therein (in the same manner and order of priority stated
therein) and any additional accrued and unpaid expenses of the Collateral Manager or the Issuer;


 


(J)            during
the Reinvestment Period, if so directed by the Collateral Manager, in its sole discretion, (i) to the Principal Collection Subaccount
for application as Principal Proceeds or (ii) to make a prepayment of the principal of the Class A Notes; and


 


(K)           any
remaining Interest Proceeds to be paid to the Holders of the Subordinated Notes.


 


(ii)            On
each Payment Date other than any Stated Maturity, unless an Enforcement Event has occurred and is continuing and, if elected by the Collateral
Manager, on each Redemption Distribution Date, Principal Proceeds on deposit in the Collection Account that are received on or before
the related Determination Date, and that, in each case, are transferred to the Payment Account (which will not include (i) amounts
required to meet funding requirements with respect to Delayed Draw Loans and Revolving Loans that are deposited in the Reinvesting Revolver
Funding Account or (ii) during the Reinvestment Period, Principal Proceeds that have previously been reinvested in Collateral Obligations
or Principal Proceeds which the Issuer has entered into any commitment to reinvest in Collateral Obligations) shall be applied in the
following order of priority; provided that after giving effect to any such payment no Commitment Shortfall would exist (and, to
the extent that any Commitment Shortfall would exist, Principal Proceeds shall first be deposited in the Principal Collection Subaccount
in the amount needed to eliminate such Commitment Shortfall):


 






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(A)          to
pay the amounts referred to in clauses (A) through (C) of Section 11.1(a)(i) (and in the same manner and order
of priority stated therein), but only to the extent not paid in full thereunder; provided that Principal Proceeds shall only be
used to make payments with respect to the Cumulative Deferred Management Fee pursuant to Section 11.1(a)(i)(B) to the
extent such Principal Proceeds are not needed to pay amounts referred to in clauses (B) through (D) below;


 


(B)           (1) during
the Reinvestment Period, to the Principal Collection Subaccount for application for any purpose permitted herein with respect to amounts
on deposit in such subaccount and (2) following the Reinvestment Period, (i) if no Rapid Amortization Event has occurred and,
if applicable, is continuing, (A) pro rata to the Class A Noteholders, the Class A Principal Distribution Amount
and then (B) to the Class B Noteholders, the Class B Principal Distribution Amount and (ii) if a Rapid Amortization
Event has occurred, (A) pro rata to the Class A Noteholders until the Aggregate Outstanding Amount of the Class A
Notes is reduced to zero and (B) to the Class B Noteholders until the Aggregate Outstanding Amount of the Class B Notes
is reduced to zero;


 


(C)           to
pay the amounts referred to in Section 11.1(a)(i)(F) (and in the same manner and order of priority stated therein) to
the extent not paid in full thereunder;


 


(D)            following
the Reinvestment Period, (i) if no Rapid Amortization Event has occurred and, if applicable, is continuing, (A) pro rata
to the Class C Noteholders, the Class C Principal Distribution Amount and (ii) if a Rapid Amortization Event has occurred,
pro rata, to the Class C Noteholders until the Aggregate Outstanding Amount of the Class C Notes is reduced to zero;


 


(E)           to
pay the amounts referred to in clauses (H) and (I) of Section 11(a)(i) (and in the same manner and order of
priority stated therein) to the extent not paid in full thereunder; and


 


(F)           any
remaining proceeds to be paid to the Holders of the Subordinated Notes.


 






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On any Stated Maturity,
the Trustee shall pay the net proceeds from the liquidation of the Assets and all available Cash, but only after the payment of (or establishment
of a reserve for) all Administrative Expenses (in the same manner and order of priority stated in the definition thereof), Aggregate
Collateral Management Fees, and interest and principal on the Secured Notes, to the Holders of the Subordinated Notes in final payment
of such Subordinated Notes (such payments to be made in accordance with the priority set forth in Section 11.1(a)(iii)).


 


(iii)          Notwithstanding
the provisions of the foregoing Sections 11.1(a)(i) and 11.1(a)(ii) (other than the last paragraph thereof),
on (x) the Stated Maturity of the Notes or (y) if the maturity of the Secured Notes has been accelerated following an Event
of Default and has not been rescinded in accordance with the terms herein (clause (y), an “Enforcement Event”),
pursuant to Section 5.7, proceeds in respect of the Assets, including all amounts on deposit in the Collection Account and
the Prefunding Account, will be applied at the date or dates fixed by the Trustee in the following order of priority:


 


(A)          (1) first,
to the payment of taxes and governmental fees owing by the Issuer (including any costs of complying with FATCA), if any, and (2) second,
to the payment of the accrued and unpaid Administrative Expenses, in the priority stated in the definition thereof, without the application
of the Administrative Expense Cap;


 


(B)           (1) first,
to the payment of accrued and unpaid interest on the Class A Notes (including, without limitation, defaulted interest, if any, and
interest thereon) and (2) second, to the payment of principal of the Class A Notes, until the Class A Notes have
been paid in full;


 


(C)           (1) first,
to the payment of accrued and unpaid interest on the Class B Notes (including, without limitation, defaulted interest, if any,
and interest thereon) and (2) second, to the payment of principal on the Class B Notes, until the Class B Notes
have been paid in full;


 


(D)           (1) first,
to the payment of accrued and unpaid interest on the Class C Notes (excluding Deferred Interest, but including interest on Deferred
Interest) and (2) second, to the payment of any Deferred Interest on the Class C Notes and (3) third, to
the payment of principal of the Class C Notes, until the Class C Notes have been paid in full;


 


(E)           to
pay the amounts referred to in clauses (H) and (I) of Section 11.1(a)(i) (and in the same manner and order
of priority stated therein) to the extent not paid in full thereunder; and


 


(F)           to
pay the balance to the Holders of the Subordinated Notes.


 






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If any declaration of acceleration
has been rescinded in accordance with the provisions herein, proceeds in respect of the Assets will be applied in accordance with Section 11.1(a)(i) or
(ii), as applicable.


 


(b)           If
on any Payment Date the amount available in the Payment Account is insufficient to make the full amount of the disbursements required
by the Distribution Report, the Trustee shall make the disbursements called for in the order and according to the priority set forth
under Section 11.1(a) above, subject to Section 13.1, to the extent funds are available therefor.


 


(c)            In
connection with the application of funds to pay Administrative Expenses of the Issuer in accordance with Section 11.1(a)(i),
Section 11.1(a)(ii) and Section 11.1(a)(iii), the Trustee shall remit such funds, to the extent available
(and subject to the order of priority set forth in the definition of “Administrative Expenses”), as directed and designated
in an Issuer Order (which may be in the form of standing instructions, including standing instructions to pay Administrative Expenses
in such amounts and to such entities as indicated in the Distribution Report in respect of such Payment Date) delivered to the Trustee
no later than the Business Day prior to each Payment Date.


 


(d)           The
Collateral Manager may, in its sole discretion, elect to irrevocably waive payment of any or all of any Collateral Management Fee otherwise
due on any Payment Date by notice to the Issuer, the Collateral Administrator and the Trustee no later than the Determination Date immediately
prior to such Payment Date in accordance with the terms of Section 8(c) of the Collateral Management Agreement. Any such Collateral
Management Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral Manager therein shall be extinguished.


 


(e)           At
any time during or after the Reinvestment Period, any Holder of Subordinated Notes may (i) make a Contribution of Cash, Eligible
Investments or Collateral Obligations or (ii) solely in the case of Certificated Subordinated Notes, in accordance with Section 8.3(i),
designate any portion of Interest Proceeds or Principal Proceeds that would otherwise be distributed on its Subordinated Notes in accordance
with Section 11.1(a)(i)(I) or Section 11.1(a)(ii)(D), to be a contribution to the Issuer (a “Contribution”
and each such Person, a “Contributor”); provided that a Notice of Contribution in the form of Exhibit F
(solely for Contributions of Cash or Eligible Investments) is provided. The Collateral Manager, on behalf of the Issuer, may accept
or reject any Contribution in its sole discretion and shall notify the Trustee and the Collateral Administrator of any such acceptance.
Upon receipt and acceptance by the Collateral Manager of a Contribution of cash or Eligible Investments, the Trustee will immediately
deposit such Contribution into the Collection Account. A Contribution of cash or Eligible Investments may only be used for a Permitted
Use or Permitted Uses as directed by the applicable Contributor at the time such Contribution is made, so long as the Collateral Manager
consents to such Permitted Use(s) (or, if no direction is given by the Contributor, at the Collateral Manager’s reasonable
discretion). No Contribution of Cash or Eligible Investments or portion thereof will be returned to any applicable holder of Subordinated
Notes at any time. For administrative convenience any Contributions or transfers of Cash, Eligible Investments or Collateral Obligations
made through one or more intermediate related entities or Affiliates of the Initial Subordinated Noteholders may instead be made on a
net basis directly into the Issuer, and by bypassing such intermediate related entity or Affiliate. The value received by the Issuer
in Cash, Eligible Investments and/or in the form of Collateral Obligations will not be affected by the elimination of such intermediate
steps. In the case of any such payment made to the Issuer in the form of a combination of Cash and Collateral Obligations, the Cash portion
of such payment shall be an amount equal to the total payment required to be made to the Issuer reduced by an amount equal to the fair
market value as determined by the Collateral Manager as of the date of Contribution of the Collateral Obligations and Eligible Investments
Contributed or transferred to the Issuer in respect of such payment. For the avoidance of doubt, any purchase of a Collateral Obligation
by the Issuer pursuant to an “in-kind” Contribution from any holder of Subordinated Notes shall be subject to satisfaction
of the Investment Criteria in connection therewith.


 






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(f)            Notwithstanding
any other provision of this Indenture to the contrary, from and after the date on which no Secured Notes are deemed or considered to
be Outstanding, (i) by 12:00 PM New York time, upon three Business Days prior notice to the Trustee, the Collateral Manager may
designate any Business Day as a “Payment Date” for purposes of this Section 11.1 and distribute any Interest
Proceeds or Principal Proceeds in accordance with the Priority of Payments and (ii) no further Distribution Reports shall be required
to be prepared.


 


(g)           On
any Redemption Date in connection with a Refinancing in part by Class, Refinancing Proceeds and/or Contributions of cash (together with
the Partial Refinancing Interest Proceeds available to pay the accrued interest portion of the Redemption Price and expenses incurred
in connection with such Refinancing in part by Class) shall be applied in the following order of priority:


 


(i)             to
the extent such proceeds will be used to pay for expenses incurred in connection with such Refinancing in part by Class (as determined
by the Collateral Manager), to pay any such expenses;


 


(ii)            to
pay the Redemption Price of the applicable Class or Classes of Notes being refinanced, in the order of priority of such Class or
Classes; and


 


(iii)           any
remaining proceeds from the Refinancing in part by Class to be deposited in the Collection Account as Principal Proceeds.


 


ARTICLE XII


 


SALE
OF COLLATERAL OBLIGATIONS;

PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS


 


Section 12.1           Sales
of Collateral Obligations. (a)     Subject to the satisfaction
of the conditions specified in Section 12.3, the Collateral Manager on behalf of the Issuer may (except as otherwise specified
in this Section 12.1) direct the Trustee to sell or substitute and the Trustee shall sell or substitute on behalf of the
Issuer in the manner directed by the Collateral Manager any Collateral Obligation or Equity Security if, as certified by the Collateral
Manager (which certification shall be deemed to be provided upon delivery of an Issuer Order or trade confirmation in respect of such
sale), such sale meets the following requirements of this Section 12.1; provided that if an Enforcement Event
has occurred and is continuing, the Collateral Manager may not direct the Trustee to sell any Collateral Obligation.


 






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(b)   Optional
Sales. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations, Restructured
Obligations and Defaulted Obligations optionally sold) optionally sold by the Issuer for any reason exceed 20% (rounded to the nearest
whole number) of the sum of (x) the highest value of the Adjusted Pool Balance measured since the Closing Date and (y) the
sum of the principal balance of each Additional Collateral Obligation owned by the Issuer (determined as of the date such Additional
Collateral Obligation is acquired by the Issuer). If a Collateral Obligation is optionally sold to an Affiliate (i) the amount received
by the Issuer in connection with such sale must be equal to or greater than the Market Value and (ii) the proceeds of such sale
(together with any contributions from holders of the Subordinated Notes) must be in an amount sufficient to not cause a breach of the
Borrowing Base Condition (giving pro forma effect to such sale). In the event that the Issuer cannot consent to an amendment to a Collateral
Obligation as a result of any applicable restrictions set forth hereof, such Collateral Obligation can be optionally sold to third parties
(including Affiliates of the Issuer) without restriction (and shall not be included in the percentage limitation set forth in the first
sentence of this Section 12.1(b)). Notwithstanding the foregoing, optional sales of Collateral Obligations to Affiliates
of the Issuer pursuant to the immediately preceding sentence will only be permitted if (i) the conditions described under Section 12.3(a) are
met and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) are in an amount
sufficient to satisfy the Borrowing Base Condition (giving pro forma effect to such sale).


 


The foregoing limitations
shall not apply to sales to unaffiliated third parties of (i) Delinquent Obligations, Restructured Obligations or Defaulted Obligations
where the Collateral Manager has determined in good faith that the best recovery for such Collateral Obligations is the sale thereof,
(ii) a Collateral Obligation which is subject to contractual purchase rights of unaffiliated third parties and such unaffiliated
third party has exercised such right and (iii) a Collateral Obligation which is being refinanced and the related Obligor or new
lender has requested that such Collateral Obligation be sold to an unaffiliated third party for the purpose of refinancing such Collateral
Obligation.


 


(c)   Optional
Substitutions. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations,
Restructured Obligations and Defaulted Obligations optionally substituted) optionally substituted by the Issuer for any reason exceed
15% (rounded to the nearest whole number) of the sum of (x) the highest value of the Adjusted Pool Balance measured since the Closing
Date and (y) the sum of the principal balance of each Additional Collateral Obligation owned by the Issuer (determined as of the
date such Additional Collateral Obligation is acquired by the Issuer). Either (A) the Borrowing Base Condition must be satisfied
immediately following any substitution or (B) if the Borrowing Base Condition is not satisfied immediately prior to a substitution,
such substitution will maintain or lower the difference between the Aggregate Outstanding Amount of the Secured Notes and the Aggregate
Borrowing Base. The Aggregate Principal Balance of all Collateral Obligations following any optional substitution must be greater than
or equal to the Aggregate Principal Balance of all Collateral Obligations prior to such optional substitution. Funds must be added to
the Collection Account (including via contributions from holders of the Subordinated Notes) to account for the related decrease in the
Class A Borrowing Base and Aggregate Borrowing Base ahead of any reinvestments or distributions to holders of Subordinated Notes.


 






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Section 12.2           Purchase
of Additional Collateral Obligations. On any date during the Reinvestment Period, the Collateral Manager on behalf of the Issuer
may, subject to the other requirements in this Indenture, direct the Trustee to invest Principal Proceeds, proceeds of Additional Notes
issued pursuant to Sections 2.13 and 3.2, amounts on deposit in the Collection Account and, if applicable, the Prefunding
Account and Principal Financed Accrued Interest, and the Trustee shall invest such Principal Proceeds and other amounts in accordance
with such direction. After the Reinvestment Period, the Collateral Manager shall not direct the Trustee to invest any amounts on behalf
of the Issuer. So long as no Enforcement Event has occurred and is continuing, the Collateral Manager may instruct the Trustee to use,
(x) during the Prefunding Period, amounts on deposit in the Prefunding Account and Principal Proceeds to purchase additional obligations
and (y) following the Prefunding Period but during the Reinvestment Period, Principal Proceeds to purchase additional obligations,
in each case, subject to the requirement that each of the following criteria (such criteria collectively, the “Investment Criteria”)
is satisfied, other than, during the Prefunding Period, Section 12.2(ii) below, as of the date the Collateral Manager commits
on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase
and all other sales or purchases previously or simultaneously committed to:


 


		(i)	such obligation is a Collateral Obligation;



 


		(ii)	either (A) the Borrowing Base
                                            Condition will be satisfied or (B) if the Borrowing Base Condition is not satisfied
                                            immediately prior to such investment, such investment will maintain or lower the difference
                                            between the Aggregate Outstanding Amount of the Secured Notes and the Aggregate Borrowing
                                            Base;



 


		(iii)	following the end of the Prefunding
                                            Period, either (A) each Level 1 Portfolio Test will be satisfied or (B) if any
                                            such test was not satisfied immediately prior to such investment, such test will be maintained
                                            or improved after giving effect to the investment; and



 


		(iv)	there is no Commitment Shortfall after
                                            giving effect to such purchase;



 


		(v)	the pro forma percentage of Recurring
                                            Revenue Loans is less than or equal to 75% of the principal balance of all Loans plus cash
                                            on deposit in the Reinvestment Collection Subaccount available to purchase Additional Collateral
                                            Obligations;



 


		(vi)	the date on which the Issuer (or the
                                            Collateral Manager on behalf of the Issuer) commits to purchase such Collateral Obligation
                                            occurs during the Reinvestment Period;



 


		(vii)	the Origination Requirement will be
                                            satisfied with respect thereto; and



 


		(viii)	no Retention Deficiency would occur
                                            as a result of, and immediately after giving effect to, any such acquisition.



 






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If the Issuer has entered
into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period which
purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “Post-Reinvestment
Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall, so long as the Collateral Manager
anticipates that such purchase shall be settled no later than thirty (30) days following the end of the Reinvestment Period, be treated
as having been purchased by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal
Proceeds received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment
Period Settlement Obligation. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral
Manager shall deliver to the Trustee a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the
trade date has occurred but the settlement date has not yet occurred and shall certify to the Trustee (which certification will be deemed
to be made upon delivery of such schedule) that sufficient Principal Proceeds are available (including for this purpose, cash on deposit
in the Principal Collection Subaccount and Reinvestment Collection Subaccount, as well as any Principal Proceeds that will be received
by the Issuer from the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet
occurred) to effect the settlement of such Collateral Obligations.


 


(a)           Trading
Plan Period. During the Reinvestment Period and for purposes of calculating compliance with the Investment Criteria, at the election
of the Collateral Manager in its sole discretion, any proposed investment (whether a single Collateral Obligation or a group of Collateral
Obligations) identified by the Collateral Manager as such at the time when compliance with the Investment Criteria is required to be
calculated (a “Trading Plan”) may be evaluated after giving effect to all sales and reinvestments proposed to
be entered into within 10 Business Days following the date of determination of such compliance (such period, the “Trading Plan
Period”); provided that (i) no Trading Plan may result in the acquisition of Collateral Obligations with an Average
Life less than six months, (ii) no Trading Plan may result in the acquisition of a group of Collateral Obligations if the difference
between the shortest Average Life of any Collateral Obligation in such group and the longest Average Life of any Collateral Obligation
in such group is greater than two years (iii) no Trading Plan may result in the purchase of Collateral Obligations having an Aggregate
Principal Balance that is greater than $30,000,000, (iv) no Trading Plan Period may include a Determination Date, (v) no more
than one Trading Plan may be in effect at any time during a Trading Plan Period and (vi) the Collateral Manager may modify any Trading
Plan during a Trading Plan Period if it determines that, but for the occurrence of an Intervening Event, the Investment Criteria would
have been satisfied by the original Trading Plan (provided that the Investment Criteria are satisfied by the modified Trading
Plan). The Collateral Manager shall provide prior written notice to the Rating Agency of any Trading Plan, which notice shall specify
the proposed investments identified by the Collateral Manager for acquisition as part of such Trading Plan. In addition, notwithstanding
anything to the contrary set forth above, no Trading Plan may be implemented by the Collateral Manager pursuant to this Indenture if
any previous Trading Plan failed to be successfully implemented.


 


(b)           Certification
by Collateral Manager. Not later than the Cutoff Date for any Collateral Obligation purchased in accordance with this Section 12.2,
the Collateral Manager shall deliver by e-mail or other electronic transmission to the Trustee and the Collateral Administrator an Officer’s
certificate of the Collateral Manager certifying that such purchase complies with this Section 12.2 and Section 12.3
(which certification shall be deemed to be provided upon delivery of an Issuer Order or trade confirmation in respect of such purchase).


 






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The Investment Criteria will
not be required to be satisfied in connection with any commitment to purchase a Collateral Obligation which purchase is scheduled to
settle following the Redemption Date in connection with a Refinancing of the Secured Notes in whole with respect to which notice of redemption
has been given as set forth in Section 9.4 (and will instead be required to comply with the terms of this Indenture as amended
in connection with such Refinancing).


 


Notwithstanding anything
herein to the contrary, the Collateral Manager may instruct the Trustee to exchange (i) a Credit Risk Obligation for any other Credit
Risk Obligations and any related Equity Securities (if any) (provided that (x) any Credit Risk Obligation to be received
by the Issuer in such exchange shall not have a stated maturity later than the stated maturity of the Credit Risk Obligation to be exchanged
and (y) after giving effect to such exchange, the Borrowing Base Condition shall be satisfied), (ii) a Defaulted Obligation
for any other Defaulted Obligations (provided that the Level 1 Portfolio Test is satisfied), any Credit Risk Obligations and/or
any Equity Securities or (iii) an Equity Security for any other Equity Securities (provided that the Level 1 Portfolio Test
is satisfied), any Credit Risk Obligations and/or any Defaulted Obligations; provided, however, in each case, that no debt obligation
received in any such exchange shall be treated as a Collateral Obligation hereunder unless it satisfies the definition of “Collateral
Obligation”.


 


(c)            Investment
in Eligible Investments. Cash on deposit in any Account (other than the Payment Account) may be invested at any time (including following
the Reinvestment Period) in Eligible Investments in accordance with Article X.


 


Section 12.3           Conditions
Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article XII or in connection
with the acquisition, disposition or substitution of any Asset 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 the Collateral Management Agreement on terms no less
favorable to the Issuer than would be the case if such Person were not an Affiliate; provided that in the case of any Collateral
Obligation sold or otherwise transferred to an Affiliate, the value thereof shall be the mid-point between the “bid” and
 “ask” prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable
or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined
by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager
Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further
that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred
to the Retention Provider pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding
proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the
fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Provider
to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the
other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall
not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) such transfer is from a Seller, (ii) such
transfer is from an Affiliate of the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer
is made in accordance with the first proviso of this paragraph and other terms that the Collateral Manager determines, based upon advice
of counsel, would not adversely impact the conclusions set forth in the Opinion of Counsel relating to bankruptcy matters delivered by
Dechert LLP, on the Closing Date.


 






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(b)           Upon
any acquisition of a Collateral Obligation pursuant to this Article XII, all of the Issuer’s right, title and interest
to the Asset or Assets shall be Granted to the Trustee pursuant to this Indenture, such Asset or Assets shall be Delivered to the Custodian,
and, if applicable, the Custodian shall receive such Asset or Assets. The Trustee shall also receive, not later than the Cutoff Date,
an Officer’s certificate of the Issuer containing the statements set forth in a Delivery Certificate; provided that such
requirement shall be satisfied, and such statements shall be deemed to have been made by the Issuer, in respect of such acquisition by
the delivery to the Trustee of a trade ticket, confirmation of trade, or instruction to post or to commit to trade or similar instrument
or document or other written instruction (including by email or other electronic communication or file transfer protocol) pursuant to
Section 1.3(t).


 


(c)            Notwithstanding
anything contained in this Article XII or Article V to the contrary, the Issuer shall have the right to effect
any sale of any Asset or purchase of any Collateral Obligation (1) with the consent of Noteholders evidencing at least (i) with
respect to purchases or optional repurchases or substitutions during the Reinvestment Period and sales during or after the Reinvestment
Period, 75% of the Aggregate Outstanding Amount of each Class of Notes and (ii) with respect to purchases or optional repurchases
or substitutions after the Reinvestment Period, 100% of the Aggregate Outstanding Amount of each Class of Notes and (2) of
which the Rating Agency and the Trustee have been notified.


 


(d)           Notwithstanding
anything contained in this Article XII or Article V to the contrary, upon the occurrence and during the continuance
of an Enforcement Event, the Issuer shall not have the right to effect any sale of any Asset or purchase of any Collateral Obligation
without the consent of a Majority of the Controlling Class.


 






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ARTICLE XIII


 


Noteholders’
Relations


 


Section 13.1           Subordination.
(a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Holders of each Class of Notes that constitutes
a Junior Class agree for the benefit of the Holders of the Notes of each Priority Class with respect to such Junior Class that
such Junior Class shall be subordinate and junior to the Notes of each such Priority Class to the extent and in the manner
expressly set forth in the Priority of Payments. In the event one or more Holder(s) cause(s) the filing of a petition in bankruptcy
against the Issuer prior to the expiration of the period set forth in clause (b) of this Section 13.1, any claim(s) that
such Holder(s) have against the Issuer (including under all Notes of any Class held by such Holder(s)) or with respect to any
Assets (including any proceeds thereof) shall, notwithstanding anything to the contrary in the Priority of Payments and notwithstanding
any objection to, or rescission of, such filing, be fully subordinate in right of payment to the claims of each Holder (and each other
secured creditor of the Issuer) that does not seek to cause any such filing, with such subordination being effective until all Notes
(and each claim of each other secured creditor) held by each Holder of any Note that does not seek to cause any such filing are paid
in full in accordance with the Priority of Payments set forth herein (after giving effect to such subordination). The foregoing sentence
shall constitute a “subordination agreement” within the meaning of Section 510(a) of the U.S. Bankruptcy Code.


 


(b)           The
Holders of each Class of Notes and beneficial owners of each Class of Notes agree, for the benefit of all Holders of each Class of
Notes and beneficial owners of each Class of Notes, not to cause the filing of a petition in bankruptcy, insolvency, winding-up
or a similar proceeding in the United States or any other jurisdiction against the Issuer until the payment in full of all Notes and
the expiration of a period equal to one year and one day or, if longer, the applicable preference period then in effect plus one
day, following such payment in full.


 


(c)           The
Issuer shall, provided funds are available for such purpose, timely file an answer and any other appropriate pleading objecting to (i) the
institution of any Proceeding in bankruptcy, insolvency or other similar proceeding in the United States or any other jurisdiction to
have the Issuer adjudicated as bankrupt or insolvent or (ii) the filing of any petition seeking relief, reorganization, arrangement,
adjustment or composition of or in respect of the Issuer under applicable law.  The reasonable fees, costs, charges and expenses
incurred by the Issuer (including reasonable attorneys’ fees and expenses) in connection with taking any such action shall be payable
as “Administrative Expenses.”


 


Section 13.2           Standard
of Conduct. In exercising any of its or their voting rights, rights to direct and consent or any other rights as a Holder under this
Indenture, a Holder or Holders shall not have any obligation or duty to any Person or to consider or take into account the interests
of any Person and shall not be liable to any Person for any action taken by it or them or at its or their direction or any failure by
it or them to act or to direct that an action be taken, without regard to whether such action or inaction benefits or adversely affects
any Holder, the Issuer, or any other Person, except for any liability to which such Holder may be subject to the extent the same results
from such Holder’s taking or directing an action, or failing to take or direct an action, in bad faith or in violation of the express
terms of this Indenture.


 






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ARTICLE XIV


 


MISCELLANEOUS


 


Section 14.1           Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one
or several documents.


 


Any certificate or opinion
of an Officer of the Issuer or the Collateral Manager may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel (provided that such counsel is a nationally or internationally recognized and reputable law
firm, one or more of the partners of which are admitted to practice before the highest court of any State of the United States or the
District of Columbia which law firm may, except as otherwise expressly provided herein, be counsel for the Issuer), unless such Officer
knows, or should know, that the certificate or opinion or representations with respect to the matters upon which such certificate or
opinion is based are erroneous. Any such certificate of an Officer of the Issuer or the Collateral Manager or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Collateral
Manager or any other Person (on which the Trustee shall be entitled to rely), stating that the information with respect to such factual
matters is in the possession of the Issuer, the Collateral Manager or such other Person, unless such Officer of the Issuer or the Collateral
Manager or such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion
of Counsel may also be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer
of the Collateral Manager, the Issuer, stating that the information with respect to such matters is in the possession of the Collateral
Manager or the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters are
erroneous.


 


Where any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under
this Indenture, they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture
it is provided that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to
the taking of any action by the Trustee at the request or direction of the Issuer, then notwithstanding that the satisfaction of such
condition is a condition precedent to the Issuer’s right to make such request or direction, the Trustee shall be protected in acting
in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event
of Default as provided in Section 6.1(d).


 


The Bank (in any capacity
under the Transaction Documents) agrees to accept and act upon instructions or directions pursuant to the Transaction Documents sent
by unsecured email or facsimile transmission or other similar unsecured electronic methods; provided that any Person providing
such instructions or directions shall provide to the Bank an incumbency certificate listing authorized persons designated to provide
such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing.
If such person elects to give the Bank email or facsimile instructions (or instructions by a similar electronic method) and the Bank
in its discretion elects to act upon such instructions, the Bank’s reasonable understanding of such instructions shall be deemed
controlling. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank’s reliance
upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent
written instruction. Any Person providing such instructions agrees to assume all risks arising out of the use of such electronic methods
to submit instructions and directions to the Bank, including without limitation the risk of the Bank acting on unauthorized instructions
accompanied by an incumbency certificate, and the risk of interception and misuse by third parties. Any Person providing such instructions
acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by such
Person and agrees that the security procedures (if any) to be followed in connection with such Person’s transmission of such instructions
provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.


 






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Section 14.2          Acts
of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Section 14.2.


 


(b)           The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably
deems sufficient.


 


(c)           The
principal amount or face amount, as the case may be, and registered numbers of Notes held by any Person, and the date of such Person’s
holding the same, shall be proved by the Register or shall be provided by certification by such Holder.


 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder (and
any transferee thereof) of such and of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation
of such action is made upon such Note.


 


(e)           Notwithstanding
anything herein to the contrary, a holder of a beneficial interest in a Global Note will have the right to receive access to reports
on the Trustee’s internet website and will be entitled to exercise rights to vote, give consents and directions which Holders of
the related Class of Notes are entitled to give under this Indenture upon delivery of a beneficial ownership certificate (a “Beneficial
Ownership Certificate”) to the Trustee which certifies (i) that such Person is a beneficial owner of an interest in a
Global Note, (ii) the amount and Class of Notes so owned, and (iii) that such Person will notify the Trustee when it sells
all or a portion of its beneficial interest in such Class of Notes. A separate Beneficial Ownership Certificate must be delivered
each time any such vote, consent or direction is given; provided that, nothing shall prevent the Trustee from requesting additional
information and documentation with respect to any such beneficial owner; provided further that the Trustee shall be entitled to
conclusively rely on the accuracy and the currency of each Beneficial Ownership Certificate and shall not be required to obtain any further
information in this regard.


 






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Section 14.3           Notices, etc.,
to Trustee, the Issuer, the Collateral Manager, the Initial Purchasers, the Collateral Administrator, the Paying Agent and the Rating
Agency. (a) Any request, demand, authorization, direction, instruction, order, notice, consent, waiver or Act of Noteholders
or other documents or communication provided or permitted by this Indenture to be made upon, given, e-mailed or furnished to, or filed
with:


 


(i)            the
Trustee shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail,
return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery, by electronic mail, or by
facsimile in legible form, to the Trustee addressed to it at its applicable Corporate Trust Office, or at any other address previously
furnished in writing to the other parties hereto by the Trustee, and executed by a Responsible Officer of the entity sending such request,
demand, authorization, direction, instruction, order, notice, consent, waiver or other document; provided that any demand, authorization,
direction, instruction, order, notice, consent, waiver or other document sent to U.S. Bank Trust Company, National Association (in any
capacity hereunder) will be deemed effective only upon receipt thereof by a Trust Officer of U.S. Bank Trust Company, National Association
at the Corporate Trust Office;


 


(ii)            the
Issuer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first
class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed to
it at c/o Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 or at any other address previously
furnished in writing to the other parties hereto by the Issuer with a copy to the Collateral Manager at its address below;


 


(iii)           the
Initial Purchasers shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered,
sent by overnight courier service or by telecopy in legible form, addressed to (i) in the case of Jefferies, 520 Madison Avenue,
New York, New York 10022, Attention: General Counsel and (ii) in the case of KBCM, 1301 Avenue of the Americas, 35th Floor, New
York, New York 10019, Attention: Andrew Yuder or, in each case, at any other address previously furnished in writing to the Issuer and
the Trustee by the Initial Purchasers;


 


(iv)          the
Collateral Administrator shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand
delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Administrator addressed to it at the
Corporate Trust Office, email: Monroe.Capital.Boston@usbank.com, lynora.caulfield@usbank.com, or at any other address previously furnished
in writing to the other parties hereto;


 






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(v)           the
Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered,
sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at c/o Monroe Capital, LLC,
311 S Wacker Drive, Suite 6400, Chicago, IL 60606, Attention: Michael J. Furr or at any other address previously furnished
in writing to the parties hereto; and


 


(vi)          the
Rating Agency shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first class postage prepaid, hand delivered, sent by overnight courier service to the Rating Agency addressed to it at, in the case of
KBRA, Kroll Bond Rating Agency, LLC, 805 3rd Avenue, 29th Floor, New York, New York 10022, Attn: Structured Credit,
or by email to StructuredCredit@kbra.com.


 


(b)           If
any provision herein calls for any notice or document to be delivered simultaneously to the Trustee and any other Person, the Trustee’s
receipt of such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other Person
or entity unless otherwise expressly specified herein.


 


(c)            Notwithstanding
any provision to the contrary contained herein or in any agreement or document related thereto, any report, statement or other information
required to be provided by the Issuer or the Trustee may be provided by providing access to a website containing such information.


 


Section 14.4           Notices
to Holders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event,


 


(a)            such
notice shall be sufficiently given to Holders if in writing and mailed, first class postage prepaid, or by overnight delivery service
(or, in the case of Holders of Global Secured Notes, e-mailed to DTC), to each Holder affected by such event, at the address of such
Holder as it appears in the Register, not earlier than the earliest date and not later than the latest date prescribed for the giving
of such notice; and


 


(b)           such
notice shall be in the English language.


 


Such notices will be deemed
to have been given on the date of such mailing.


 


Notwithstanding clause (a) above,
a Holder may give the Trustee a written notice that it is requesting that notices to it be given by electronic mail or by facsimile transmissions
and stating the electronic mail address or facsimile number for such transmission. Thereafter, the Trustee shall give notices to such
Holder by electronic mail or facsimile transmission, as so requested; provided that if such notice also requests that notices
be given by mail, then such notice shall also be given by mail in accordance with clause (a) above. Notices for Holders may also
be posted to the Trustee’s internet website.


 






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Subject to the requirements
of Section 14.15, 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 of any Class of Notes (by Aggregate Outstanding Amount), at the expense of the
Issuer; provided that the Trustee may decline to send any such notice that it reasonably determines to be contrary to (i) any
of the terms of this Indenture, (ii) any duty or obligation that the Trustee may have hereunder or (iii) applicable law. The
Trustee may require the requesting Holders to comply with its standard verification policies in order to confirm Noteholder status.


 


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.


 


Section 14.5           Effect
of Headings and Table of Contents. The Article and Section headings herein (including those used in cross-references herein) and
the Table of Contents are for convenience only and shall not affect the construction hereof.


 


Section 14.6           Successors
and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not.


 


Section 14.7           Severability.
If any term, provision, covenant or condition of this Indenture or the Notes, or the application thereof to any party hereto or any circumstance,
is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any relevant jurisdiction), the remaining terms,
provisions, covenants and conditions of this Indenture or the Notes, modified by the deletion of the unenforceable, invalid or illegal
portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity, or illegality
will not otherwise affect the enforceability, validity or legality of the remaining terms, provisions, covenants and conditions of this
Indenture or the Notes, as the case may be, so long as this Indenture or the Notes, as the case may be, as so modified continues to express,
without material change, the original intentions of the parties as to the subject matter hereof and the deletion of such portion of this
Indenture or the Notes, as the case may be, will not substantially impair the respective expectations or reciprocal obligations of the
parties or the practical realization of the benefits that would otherwise be conferred upon the parties.


 


Section 14.8           Benefits
of Indenture. Except as otherwise expressly set forth in this Indenture, nothing herein or in the Notes, expressed or implied, shall
give to any Person, other than the parties hereto and their successors hereunder, the Collateral Manager, the Collateral Administrator,
the Holders of the Notes and (to the extent provided herein) the other Secured Parties any benefit or any legal or equitable right, remedy
or claim under this Indenture.


 






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Section 14.9           Legal
Holidays. If the date of any Payment Date, Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding any
other provision of the Notes or this Indenture, payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of any such Payment Date, Redemption Date or Stated Maturity date.


 


Section 14.10         Governing
Law. This Indenture shall be construed in accordance with, and this Indenture and any matters arising out of or relating in any way
whatsoever to this Indenture (whether in contract, tort or otherwise), shall be governed by, the law of the State of New York.


 


Section 14.11         Submission
to Jurisdiction. With respect to any suit, action or proceedings relating to this Indenture or any matter between the parties arising
under or in connection with this Indenture (“Proceedings”), each party irrevocably: (i) submits to the non-exclusive
jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States District Court for
the Southern District of New York, and any appellate court from any thereof; and (ii) waives any objection which it may have at
any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought
in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party. Nothing herein precludes any of the parties from bringing Proceedings in any other jurisdiction, nor will
the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


Section 14.12         Waiver
of Jury Trial. EACH OF THE ISSUER, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly
or otherwise, that the other would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it has been induced to enter into this Indenture by, among other things, the mutual waivers and certifications in this paragraph.


 


Section 14.13         Counterparts.
This Indenture (and each amendment, modification and waiver in respect of it) and the Notes may be executed and delivered in counterparts
(including by e-mail (.pdf) or facsimile transmission or any electronic signature complying with the U.S. federal ESIGN Act of 2000,
including Orbit, Adobe Sign, DocuSign, or any other similar platform identified by the Issuer and reasonably available at no undue burden
or expense to the Trustee), each of which will be deemed an original, and all of which together constitute one and the same instrument.
This Indenture shall be valid, binding, and enforceable against a party when ‎executed and ‎delivered by ‎an authorized individual
on behalf of the party by means of (i) an ‎original manual ‎signature; (ii) a faxed, ‎scanned, or photocopied manual
signature, or (iii) any ‎other electronic ‎signature permitted by the federal ‎Electronic Signatures in Global and National
 ‎Commerce Act, ‎state enactments of the Uniform Electronic ‎Transactions Act, and/or any other ‎relevant ‎electronic
signatures law, including any relevant provisions of ‎the UCC‎ ‎(collectively, ‎‎‎“Signature Law”),
in each case to the extent ‎applicable. Each faxed, scanned, or photocopied ‎‎manual signature, or other electronic signature,
shall for ‎all purposes have the same validity, ‎legal ‎effect, and admissibility in evidence as an original manual ‎signature.
Each party hereto ‎shall be ‎entitled to conclusively rely upon, and shall have no liability with ‎respect to, any faxed,
 ‎scanned, ‎or photocopied manual signature, or other electronic signature, of any ‎other party and ‎shall have ‎no
duty to investigate, confirm or otherwise verify the validity or authenticity ‎‎thereof. ‎For the ‎avoidance of doubt,
original manual signatures shall be used for execution ‎or indorsement of ‎‎writings when required under the UCC or other
Signature Law due to the ‎character or intended ‎character ‎of the writings. ‎Delivery of an executed counterpart signature
page of this Indenture by e-mail (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this Indenture.
The Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and
shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.


 






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Section 14.14        Acts
of Issuer. Any report, information, communication, request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or performed by the Issuer shall be effective if given or performed by the Issuer or by the Collateral
Manager on the Issuer’s behalf.


 


The Issuer agrees to coordinate
with the Collateral Manager with respect to any communication to the Rating Agency and to comply with the provisions of this Section 14.14
and Section 14.17, unless otherwise agreed to in writing by the Collateral Manager.


 


Section 14.15         Confidential
Information. (a) The Trustee, the Collateral Administrator and each Holder or beneficial owner of Notes will maintain the confidentiality
of all Confidential Information in accordance with procedures adopted by such Person in good faith to protect Confidential Information
of third parties delivered to such Person; provided that such Person may deliver or disclose Confidential Information to: (i) such
Person’s directors, trustees, officers, employees, agents, attorneys and affiliates who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure is reasonably
required for the administration of this Indenture, the matters contemplated hereby or the investment represented by the Notes; (ii) such
Person’s legal advisors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure is reasonably required
for the administration of this Indenture, the matters contemplated hereby or the investment represented by the Notes; (iii) any
other Holder or beneficial owner of Notes, or any of the other parties to this Indenture, the Collateral Management Agreement or the
Collateral Administration Agreement; (iv) except for Specified Obligor Information, any Person of the type that would be, to such
Person’s knowledge, permitted to acquire Notes in accordance with the requirements of Section 2.5 hereof to which
such Person sells or offers to sell any such Note or any part thereof; (v) except for Specified Obligor Information, any other Person
from which such former Person offers to purchase any security of the Issuer; (vi) any federal or state or other regulatory, governmental
or judicial authority having jurisdiction over such Person; (vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to information about the investment portfolio of such Person,
reinsurers and liquidity and credit providers that agree to hold confidential the Confidential Information substantially in accordance
with this Section 14.15; (viii)  KBRA (subject to Section 14.17); (ix) any other Person with the consent
of the Issuer and the Collateral Manager; or (x) any other Person to which such delivery or disclosure may be necessary or appropriate
(A) to effect compliance with any law, rule, regulation or order applicable to such Person, (B) in response to any subpoena
or other legal process (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (C) in
connection with any litigation to which such Person is a party (unless prohibited by applicable law, rule, order or decree or other requirement
having the force of law), (D) if an Event of Default has occurred and is continuing, to the extent such Person may reasonably determine
such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under
the Notes or this Indenture or (E) in the Trustee’s or Collateral Administrator’s performance of its obligations under
this Indenture, the Collateral Administration Agreement or other transaction document related thereto; and provided that delivery
to the Holders or beneficial owners of Notes or to the accountants by the Trustee or the Collateral Administrator of any report of information
required by the terms of this Indenture to be provided to Holders or beneficial owners of Notes or to the accountants shall not be a
violation of this Section 14.15. Each Holder or beneficial owner of Notes will, by its acceptance of its Note, be deemed
to have agreed, except as set forth in clauses (vi), (vii) and (x) above, that it shall use the Confidential Information for
the sole purpose of making an investment in the Notes or administering its investment in the Notes; and that the Trustee and the Collateral
Administrator shall neither be required nor authorized to disclose to Holders or beneficial owners of Notes any Confidential Information
in violation of this Section 14.15. In the event of any required disclosure of the Confidential Information by such Holder
or beneficial owner, such Holder or beneficial owner will, by its acceptance of its Note, be deemed to have agreed to use reasonable
efforts to protect the confidentiality of the Confidential Information. Each Holder or beneficial owner of a Note, by its acceptance
of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.15 (subject
to Section 7.17(e)).


 






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(b)           For
the purposes of this Section 14.15, (A) “Confidential Information” means information delivered to
the Trustee, the Collateral Administrator or any Holder or beneficial owner of Notes by or on behalf of the Issuer in connection with
and relating to the transactions contemplated by or otherwise pursuant to this Indenture (including, without limitation, information
relating to Obligors); provided that such term does not include information that: (i) was publicly known or otherwise known
to the Trustee, the Collateral Administrator or such Holder or beneficial owner prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Trustee, the Collateral Administrator, any Holder or beneficial owner of Notes
or any Person acting on behalf of the Trustee, the Collateral Administrator or any Holder or beneficial owner of Notes; (iii) otherwise
is known or becomes known to the Trustee, the Collateral Administrator or any Holder or beneficial owner of Notes other than (x) through
disclosure by the Issuer or (y) to the knowledge of the Trustee, the Collateral Administrator, a Holder or a beneficial owner of
Notes, as the case may be, in each case after reasonable inquiry, as a result of the breach of a fiduciary duty to the Issuer or a contractual
duty to the Issuer; or (iv) is allowed to be treated as non-confidential by consent of the Issuer; and (B) “Specified
Obligor Information” means Confidential Information relating to Obligors that is not otherwise included in the Distribution
Reports.


 






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(c)           Notwithstanding
the foregoing, the Trustee and the Collateral Administrator may disclose Confidential Information to the extent disclosure thereof may
be required by law or by any regulatory or governmental authority and the Trustee and the Collateral Administrator may disclose on a
confidential basis any Confidential Information to its agents, attorneys and auditors in connection with the performance of its responsibilities
hereunder.


 


Section 14.16         [Reserved].


 


Section 14.17         Communications
with the Rating Agency. If the Issuer shall receive any written or oral communication from the Rating Agency (or any of its respective
officers, directors or employees) with respect to the transactions contemplated hereby or under the Transaction Documents or in any way
relating to the Notes, the Issuer agrees to refrain from communicating with the Rating Agency and to promptly (and, in any event, within
one Business Day) notify the Collateral Manager of such communication. The Issuer agrees that in no event shall it engage in any oral
or written communication with respect to the transactions contemplated hereby or under the Transaction Documents or in any way relating
to the Notes with the Rating Agency (or any of its respective officers, directors or employees) without the participation of the Collateral
Manager, unless otherwise agreed to in writing by the Collateral Manager. For the avoidance of doubt, nothing in this Section 14.17
shall prohibit the Trustee from making available on its internet website the Distribution Reports and other notices or documentation
relating to the Notes or this Indenture. For the avoidance of doubt, the Accountants’ Reports or reports prepared by the Independent
accountants pursuant to this Indenture (or information received, orally or in writing, about the contents of such reports) shall not
be disclosed or distributed to the Rating Agency. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete
and unedited form will be provided by the Independent accountants to the Issuer who will post such Form 15-E on the 17g-5 website.


 


Section 14.18         Notices
to KBRA; Rule 17g-5 Procedures. (a) To enable the Rating Agency to comply with their obligations under Rule 17g-5,
the Issuer shall post on a password-protected internet website, at the same time such information is provided to the Rating Agency, all
information the Issuer provides to the Rating Agency for the purposes of determining the initial credit rating of the Notes or undertaking
credit rating surveillance of the Notes. In the case of information provided for the purposes of undertaking credit rating surveillance
of the Notes, such information shall be posted on a password protected internet website in accordance with the procedures set forth in
Section 14.18(b).


 


(b)           To
the extent that the Rating Agency makes an inquiry or initiates communications with the Issuer, the Collateral Manager, the Collateral
Administrator or the Trustee that is relevant to the Rating Agency’s credit rating surveillance of the Secured Notes, all responses
to such inquiries or communications from the Rating Agency shall be formulated in writing by the responding party or its representative
or advisor and shall be provided to the Information Agent who shall promptly forward such written response to the Issuer’s Website
in accordance with the procedures set forth in Section 14.18(d) and the Collateral Administration Agreement and such
responding party or its representative or advisor may provide such response to the Rating Agency and to the extent that any of the Issuer,
the Collateral Manager, the Collateral Administrator or the Trustee is required to provide any information to, or communicate with, the
Rating Agency in accordance with its obligations under this Indenture or the Collateral Management Agreement, the Issuer, the Collateral
Manager, the Collateral Administrator or the Trustee, as applicable (or their respective representatives or advisors), shall provide
such information or communication to the Information Agent by e-mail at Monroe.Capital.Boston@usbank.com, which the Information Agent
shall promptly forward to the Issuer’s Website in accordance with the procedures set forth in Section 14.18(d) and
the Collateral Administration Agreement.


 






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(c)            Subject
to Section 14.17 hereof, the Issuer, the Collateral Manager, the Collateral Administrator and the Trustee (and their respective
representatives and advisors) shall be permitted (but shall not be required) to orally communicate with the Rating Agency regarding any
Collateral Obligation or the Notes; provided, that such party summarizes the information provided to the Rating Agency in such
communication and provides the Information Agent with such summary in accordance with the procedures set forth in this Section 14.18
and the Collateral Administration Agreement within one Business Day of such communication taking place. The Information Agent shall
forward such summary to the Issuer’s Website in accordance with the procedures set forth in Section 14.18(d).


 


(d)           All
information to be made available to the Rating Agency pursuant to this Section 14.18 shall be forwarded by the Information
Agent for posting on the Issuer’s Website pursuant to the Collateral Administration Agreement. Information will be posted on the
same Business Day of receipt provided that such information is received by 12:00 p.m. (New York time) or, if received after
12:00 p.m. (New York time), on the next Business Day. The Information Agent shall have no obligation or duty to verify, confirm
or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction or otherwise is or
is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the Issuer may
remove it from the Issuer’s Website. None of the Trustee, the Collateral Manager, the Collateral Administrator and the Information
Agent shall have obtained or shall be deemed to have obtained actual knowledge of any information solely due to receipt and posting to
the Issuer’s Website. Access to the Issuer’s Website will be provided by the Issuer to (A) any NRSRO (other than the
Rating Agency) upon receipt by the Issuer and the Information Agent of an NRSRO Certification in the form of Exhibit E hereto
(which may be submitted electronically via the Issuer’s Website) and (B) the Rating Agency, without submission of an NRSRO
Certification.


 


(e)            None
of the Issuer, the Trustee, or the Collateral Manager shall be responsible or liable for any delays caused by the failure of the Information
Agent to forward the applicable response to the Issuer’s Website.


 


(f)            Notwithstanding
the requirements of this Section 14.18, neither the Trustee nor the Collateral Administrator shall have any obligation to
engage in, or respond to, any inquiry or oral communications from the Rating Agency. Neither the Trustee nor the Collateral Administrator
shall be responsible for maintaining the Issuer’s Website, posting information on the Issuer’s Website or assuring that the
Issuer’s Website complies with the requirements of this Indenture, Rule 17g-5, or any other law or regulation. In no event
shall the Trustee, the Information Agent or the Collateral Administrator be deemed to make any representation as to the content of the
Issuer’s Website (other than with respect to the Information Agent, to the extent such content was prepared by the Information
Agent) or with respect to compliance by the Issuer’s Website with this Indenture, Rule 17g-5 or any other law or regulation.


 






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(g)           In
connection with providing access to the Issuer’s Website, the Issuer may require registration and the acceptance of a disclaimer.
The Information Agent shall not be liable for the dissemination of information in accordance with the terms of this Indenture and the
Collateral Administration Agreement and makes no representations or warranties as to the accuracy or completeness of such information
being made available, and assumes no responsibility for such information. The Information Agent shall not be liable for its failure to
make any information available to the Rating Agency or NRSROs unless such information was delivered to the Information Agent at the email
address set forth herein, with a subject heading of “Monroe Capital Income Plus ABS Funding, LLC” and sufficient detail to
indicate that such information is required to be posted on the Issuer’s Website.


 


(h)           Notwithstanding
anything therein to the contrary, the maintenance by the Trustee of the website described in Section 10.7(g) shall not
be deemed as compliance by or on behalf of the Issuer with Rule 17g-5 or other law or regulation related thereto.


 


(i)            Notwithstanding
anything to the contrary in this Indenture (including, without limitation, Section 5.1), any failure by the Issuer or any
other Person to comply with the provisions of this Section 14.18 shall not constitute an Event of Default or breach of this
Indenture, the Collateral Management Agreement or any other agreement, and the Holders and the holders of any beneficial interests in
the Notes shall have no rights with respect thereto or under this Section 14.18. This Section 14.18 may be amended
or modified by agreement of the Collateral Manager, the Issuer, the Trustee, the Information Agent and the Rating Agency, without the
consent of any Noteholders or any other Person.


 


(j)            In
accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form, will be provided by the Independent
accountants to the Issuer who will post such Form 15-E on the 17g-5 website.


 


Section 14.19         Proceedings.
Each purchaser, beneficial owner and subsequent transferee of a Note will be deemed by its purchase to acknowledge and agree as follows:
(i) (a) the express terms of this Indenture govern the rights of the Noteholders to direct the commencement of a Proceeding
against any person, (b) this Indenture contains limitations on the rights of the Noteholders to direct the commencement of any such
Proceeding, and (c) each Noteholder shall comply with such express terms if it seeks to direct the commencement of any such Proceeding;
(ii) there are no implied rights under this Indenture to direct the commencement of any such Proceeding; and (iii) notwithstanding
any provision of this Indenture, or any provision of the Notes, or of the Collateral Administration Agreement or of any other agreement,
the Issuer shall be under no duty or obligation of any kind to the Noteholders, or any of them, to institute any legal or other proceedings
of any kind, against any person or entity, including, without limitation, the Trustee, the Collateral Manager or the Collateral Administrator.


 






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ARTICLE XV


 


Assignment
Of Certain Agreements


 


Section 15.1           Assignment
of Collateral Management Agreement. (a) The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof
includes all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, including
(i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination and
to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and
consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements
thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder;
provided that notwithstanding anything herein to the contrary, the Trustee shall not have the authority to exercise any of the
rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grant until the occurrence of an
Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived. From
and after the occurrence and continuance of an Event of Default, the Collateral Manager shall continue to perform and be bound by the
provisions of the Collateral Management Agreement and this Indenture applicable thereto.


 


(b)           The
assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish
the obligations of the Issuer under the provisions of the Collateral Management Agreement, nor shall any of the obligations contained
in the Collateral Management Agreement be imposed on the Trustee at any time, including following the resignation or removal of the Collateral
Manager.


 


(c)            Upon
the retirement of the Notes, the payment of all amounts required to be paid pursuant to the Priority of Payments and the release of the
Assets from the lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of the Noteholders
shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under the Collateral Management Agreement
shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion.


 


(d)           The
Issuer represents that, as of the date hereof, the Issuer has not executed any other assignment of the Collateral Management Agreement.


 


(e)           The
Issuer agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment or
make any other assignment inconsistent herewith. The Issuer will, from time to time, execute all instruments of further assurance and
all such supplemental instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness of such
assignment.


 


(f)            The
Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral Manager in the Collateral Management
Agreement, to the following:


 






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(i)            The
Collateral Manager shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable
to the Collateral Manager subject to the terms (including the Collateral Manager Standard) of the Collateral Management Agreement.


 


(ii)           The
Collateral Manager shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Collateral
Management Agreement to the Trustee as representative of the Noteholders and the Collateral Manager shall agree that all of the representations,
covenants and agreements made by the Collateral Manager in the Collateral Management Agreement are also for the benefit of the Trustee.


 


(iii)          The
Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required
to be delivered by the Collateral Manager to the Issuer pursuant to the Collateral Management Agreement.


 


(iv)          Except
as otherwise set forth herein and therein (including pursuant to Section 9 of the Collateral Management Agreement), the Collateral
Manager shall continue to serve as Collateral Manager under the Collateral Management Agreement notwithstanding that the Collateral Manager
shall not have received amounts due it under the Collateral Management Agreement because sufficient funds were not then available hereunder
to pay such amounts in accordance with the Priority of Payments set forth under Section 11.1. The Collateral Manager agrees
not to cause the filing of a petition in bankruptcy against the Issuer for the nonpayment of the fees or other amounts payable by the
Issuer to the Collateral Manager under the Collateral Management Agreement until the payment in full of all Notes issued under this Indenture
and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period and one day, following such
payment. Nothing in this Section 15.1 shall preclude, or be deemed to stop, the Collateral Manager (i) from taking any
action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the
Issuer or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Collateral Manager, or (ii) from
commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency,
moratorium or liquidation proceeding.


 


(v)           Except
with respect to transactions contemplated by Section 5 of the Collateral Management Agreement, if the Collateral Manager determines
that it or any of its Affiliates has a conflict of interest between the Holder of any Note and any other account or portfolio for which
the Collateral Manager or any of its Affiliates is serving as investment adviser which relates to any action to be taken with respect
to any Asset, then the Collateral Manager will give written notice briefly describing such conflict and the action it proposes to take
to the Trustee, who shall promptly forward such notice to the relevant Holder. The provisions of this clause (v) shall not apply
to any transaction permitted by the terms of the Collateral Management Agreement.


 






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(g)           The
Issuer and the Trustee agree that the Collateral Manager shall be a third party beneficiary of this Indenture, and shall be entitled
to rely upon and enforce such provisions of this Indenture to the same extent as if it were a party hereto.


 


(h)           Upon
a Trust Officer of the Trustee receiving written notice from the Collateral Manager that an event constituting “Cause” as
defined in the Collateral Management Agreement has occurred with a request that the Trustee forward such notice to Holders, the Trustee
shall, not later than two Business Days thereafter, forward such notice to the Noteholders (as their names appear in the Register).


 


[Signature Pages Follow]


 






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


 


	 	Monroe Capital Income
    Plus ABS Funding, LLC,
 as Issuer




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 






    


     


    

 


	 	U.S. BANK Trust Company,
    NATIONAL ASSOCIATION,
 as Trustee




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 







    


     


    

 


Schedule 1


 


List of Collateral Obligations


 






    S-8-1