ncdl-form8xkxex101xncdlc






Exhibit 10.1    USActive   47427296.1  INDENTURE AND SECURITY AGREEMENT  by and between  CHURCHILL NCDLC CLO-I, LLC,  Issuer  and  U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,  Trustee  Dated as of May 20, 2022   





 






  USActive 57779863.5 -ii-  47427296.1  TABLE OF CONTENTS  Page  ARTICLE I    DEFINITIONS  Section 1.1 Definitions.............................................................................................................2  Section 1.2 Usage of Terms ...................................................................................................76  Section 1.3 Assumptions as to Assets ....................................................................................76  ARTICLE II    THE DEBT  Section 2.1 Forms Generally..................................................................................................79  Section 2.2 Forms of Notes ....................................................................................................79  Section 2.3 Authorized Amount; Stated Maturity; Denominations .......................................81  Section 2.4 Execution, Authentication, Delivery and Dating ................................................82  Section 2.5 Registration, Registration of Transfer and Exchange .........................................83  Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Note ..........................................91  Section 2.7 Payment of Principal and Interest and Other Amounts; Principal and  Interest Rights Preserved .................................................................................92  Section 2.8 Persons Deemed Owners ....................................................................................95  Section 2.9 Cancellation ........................................................................................................96  Section 2.10 DTC Ceases to be Depository .............................................................................96  Section 2.11 Non-Permitted Holders .......................................................................................97  Section 2.12 Tax Treatment and Tax Certifications ................................................................99  Section 2.13 Additional Issuance ...........................................................................................102  Section 2.14 Conversion of Class A-L Loans to Class A-1 Notes ........................................104  ARTICLE III    CONDITIONS PRECEDENT  Section 3.1 Conditions to Issuance of Debt on Closing Date ..............................................105  Section 3.2 Conditions to Additional Issuance ....................................................................107  Section 3.3 Custodianship; Delivery of Collateral Obligations and Eligible  Investments ....................................................................................................109  





 






  USActive 57779863.5 -iii-  47427296.1  ARTICLE IV    SATISFACTION AND DISCHARGE  Section 4.1 Satisfaction and Discharge of Indenture ...........................................................110  Section 4.2 Application of Deposited Money ......................................................................112  Section 4.3 Repayment of Monies Held by Paying Agent ..................................................112  Section 4.4 Limitation on Obligation to Incur Administrative Expenses ............................112  ARTICLE V    EVENTS OF DEFAULT; REMEDIES  Section 5.1 Events of Default ..............................................................................................112  Section 5.2 Acceleration of Maturity; Rescission and Annulment ......................................114  Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee ...................116  Section 5.4 Remedies ...........................................................................................................117  Section 5.5 Optional Preservation of Assets ........................................................................119  Section 5.6 Trustee May Enforce Claims Without Possession of Debt ...............................121  Section 5.7 Application of Money Collected .......................................................................121  Section 5.8 Limitation on Suits ............................................................................................121  Section 5.9 Unconditional Rights of Secured Debtholders to Receive Principal and  Interest............................................................................................................122  Section 5.10 Restoration of Rights and Remedies .................................................................122  Section 5.11 Rights and Remedies Cumulative .....................................................................122  Section 5.12 Delay or Omission Not Waiver.........................................................................122  Section 5.13 Control by Majority of Controlling Class .........................................................122  Section 5.14 Waiver of Past Defaults ....................................................................................123  Section 5.15 Undertaking for Costs .......................................................................................123  Section 5.16 Waiver of Stay or Extension Laws ...................................................................124  Section 5.17 Sale of Assets ....................................................................................................124  Section 5.18 Action on the Debt ............................................................................................125  ARTICLE VI    THE TRUSTEE  Section 6.1 Certain Duties and Responsibilities ..................................................................125  Section 6.2 Notice of Event of Default ................................................................................127  Section 6.3 Certain Rights of Trustee ..................................................................................127  Section 6.4 Not Responsible for Recitals or Issuance of Debt ............................................131  Section 6.5 May Hold Debt .................................................................................................131  Section 6.6 Money Held for the Benefit of the Secured Debtholders .................................132  Section 6.7 Compensation and Reimbursement ..................................................................132  Section 6.8 Corporate Trustee Required; Eligibility............................................................133  Section 6.9 Resignation and Removal; Appointment of Successor .....................................133  





 






  USActive 57779863.5 -iv-  47427296.1  Section 6.10 Acceptance of Appointment by Successor .......................................................135  Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee ......135  Section 6.12 Co-Trustees .......................................................................................................136  Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds ................137  Section 6.14 Authenticating Agents ......................................................................................137  Section 6.15 Withholding ......................................................................................................138  Section 6.16 Representative for Debtholders Only; Agent for each other Secured  Party ...............................................................................................................138  Section 6.17 Representations and Warranties of the Bank ....................................................138  ARTICLE VII    COVENANTS  Section 7.1 Payment of Principal and Interest .....................................................................139  Section 7.2 Maintenance of Office or Agency .....................................................................140  Section 7.3 Money for Debt Payments to be Held for the Benefit of the Holders ..............140  Section 7.4 Existence of the Issuer ......................................................................................142  Section 7.5 Protection of Assets ..........................................................................................143  Section 7.6 Opinions as to Assets ........................................................................................144  Section 7.7 Performance of Obligations ..............................................................................144  Section 7.8 Negative Covenants ..........................................................................................144  Section 7.9 Statement as to Compliance ..............................................................................146  Section 7.10 The Issuer May Consolidate, etc. ......................................................................146  Section 7.11 Successor Substituted........................................................................................148  Section 7.12 No Other Business ............................................................................................148  Section 7.13 [Reserved] .........................................................................................................148  Section 7.14 Annual Rating Review ......................................................................................148  Section 7.15 Reporting...........................................................................................................149  Section 7.16 Calculation Agent .............................................................................................149  Section 7.17 Certain Tax Matters ..........................................................................................151  Section 7.18 Effective Date; Purchase of Additional Collateral Obligations ........................155  Section 7.19 Representations Relating to Security Interests in the Assets ............................157  Section 7.20 Limitation on Certain Maturity Amendments ...................................................159  Section 7.21 Maintenance of Listing .....................................................................................160  ARTICLE VIII    SUPPLEMENTAL INDENTURES  Section 8.1 Supplemental Indentures Without Consent of Holders of Debt .......................160  Section 8.2 Supplemental Indentures With Consent of Holders of Debt ............................165  Section 8.3 Execution of Supplemental Indentures .............................................................166  Section 8.4 Effect of Supplemental Indentures or Amendments .........................................169  Section 8.5 Reference in Debt to Supplemental Indentures ................................................169  





 






  USActive 57779863.5 -v-  47427296.1  ARTICLE IX    REDEMPTION OF DEBT  Section 9.1 Mandatory Redemption ....................................................................................169  Section 9.2 Optional Redemption ........................................................................................169  Section 9.3 Tax Redemption ................................................................................................173  Section 9.5 Debt Payable on Redemption Date ...................................................................176  Section 9.6 Special Redemption ..........................................................................................176  Section 9.7 Optional Re-Pricing ..........................................................................................177  Section 9.8 Clean-Up Call Redemption ...............................................................................180  ARTICLE X    ACCOUNTS, ACCOUNTINGS AND RELEASES  Section 10.1 Collection of Money .........................................................................................181  Section 10.2 Collection Account ...........................................................................................181  Section 10.3 Transaction Accounts........................................................................................183  Section 10.4 The Revolver Funding Account ........................................................................185  Section 10.5 The Interest Reserve Account ...........................................................................186  Section 10.6 Contributions.....................................................................................................187  Section 10.7 Reinvestment of Funds in Accounts; Reports by Trustee .................................187  Section 10.8 Accountings ......................................................................................................188  Section 10.9 Release of Assets ..............................................................................................196  Section 10.10 Reports by Independent Accountants ...............................................................197  Section 10.11 Reports to Rating Agencies and Additional Recipients ....................................198  Section 10.13 Section 3(c)(7) Procedures ................................................................................199  ARTICLE XI    APPLICATION OF MONIES  Section 11.1 Disbursements of Monies from Payment Account ...........................................202  ARTICLE XII    SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERAL  OBLIGATIONS  Section 12.1 Sales of Collateral Obligations .........................................................................209  Section 12.2 Purchase of Additional Collateral Obligations .................................................211  Section 12.3 Reserved ............................................................................................................214  Section 12.4 Conditions Applicable to All Sale and Purchase Transactions .........................214  Section 12.5 Hedging .............................................................................................................215  





 






  USActive 57779863.5 -vi-  47427296.1  ARTICLE XIII    NOTEHOLDERS’ RELATIONS  Section 13.1 Subordination ....................................................................................................215  Section 13.2 Standard of Conduct .........................................................................................216  ARTICLE XIV    MISCELLANEOUS  Section 14.1 Form of Documents Delivered to Trustee ........................................................216  Section 14.2 Acts of Holders .................................................................................................217  Section 14.3 Notices, etc. to Certain Parties ..........................................................................218  Section 14.4 Notices to Holders; Waiver ...............................................................................220  Section 14.6 Successors and Assigns.....................................................................................221  Section 14.7 Severability .......................................................................................................222  Section 14.8 Benefits of Indenture.........................................................................................222  Section 14.9 Reserved ............................................................................................................222  Section 14.10 GOVERNING LAW .........................................................................................222  Section 14.11 Submission to Jurisdiction ................................................................................222  Section 14.12 WAIVER OF JURY TRIAL .............................................................................222  Section 14.13 Counterparts ......................................................................................................223  Section 14.14 Acts of Issuer ....................................................................................................223  Section 14.15 Confidential Information ..................................................................................223  Section 14.16 17g-5 Information .............................................................................................225  Section 14.17 [Reserved] .........................................................................................................227  Section 14.18 [Reserved] .........................................................................................................227  ARTICLE XV    ASSIGNMENT OF CERTAIN AGREEMENTS  Section 15.1 Assignment of Collateral Management Agreement ..........................................227       





 






  USActive 57779863.5 -vii-  47427296.1  Schedules and Exhibits  Schedule 1 [Reserved]  Schedule 2 S&P Industry Classifications  Schedule 3 Moody’s Rating Definitions  Schedule 4 S&P Recovery Rate Tables  Exhibit A Forms of Notes   A-1 Form of Global Secured Note   A-2 Form of Certificated Secured Note   A-3 Form of Global Subordinated 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 Note or    Certificated Note to Regulation S Global Note   B-2 Form of Purchaser Representation Letter for the Class A-1 Notes, Class A-1F     Notes, Class B Notes, Class C Notes and Class D Notes issued in the form of     Certificated Notes   B-3 Form of Purchaser Representation Letter for Subordinated    Notes issued in the form of Certificated Notes   B-4 Form of Transferor Certificate for Transfer of Regulation S Global Note or    Certificated Note to Rule 144A Global Note   B-5 Form of ERISA Certificate   B-6 Form of Transferee Certificate for Rule 144A Global Note   B-7 Form of Transferee Certificate for Regulation S Global Note  Exhibit C Contributions   C-1 Form of Contribution Notice   C-2 Form of Contribution Participation Notice   C-3 Form of Trustee Notice of Contribution  Exhibit D Form of Debt Owner Certificate  Exhibit E Form of Conversion Certificate    





 






  USActive   47427296.1  INDENTURE AND SECURITY AGREEMENT, dated as of May 20, 2022,  between CHURCHILL NCDLC CLO-I, LLC, a Delaware limited liability company (together with  its permitted successors and assigns, 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 Debt 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 CLAUSES  The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders  of the Secured Debt, the Trustee, the Loan Agent, the Collateral Administrator, the Collateral  Manager, the Bank, U.S. Bank National Association and their respective Affiliates in each of their  other capacities under the Transaction Documents (collectively, the “Secured Parties”), all of the  Issuer’s right, title and interest in, to and under, in each case, whether now owned or existing on  the Closing Date, or hereafter acquired or arising,  (a) the Collateral Obligations, Workout Loans, Restructured Loans and  Specified Equity Securities and all payments thereon or with respect thereto;  (b) each of the Accounts, and any Eligible Investments on deposit in any of the  Accounts, and all income from the investment of funds therein,  (c) each Transaction Document,  (d) all Cash or Money owned by the Issuer,  (e) any Equity Securities received by the Issuer,  (f) all accounts (including health-care-insurance receivables), chattel paper  (whether tangible or electronic), commercial tort claims, deposit accounts, documents (including,  if applicable, electronic documents), financial assets, general intangibles (including all payment  intangibles), goods (including inventory and equipment), instruments, investment property, letters  of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing),  promissory notes and other supporting obligations relating to the foregoing (in each case as defined  in the UCC),  (g) any other property of the Issuer (whether or not constituting Collateral  Obligations or Eligible Investments), and  





 






  USActive 57779863.5 -2-  47427296.1  (h) all proceeds with respect to the foregoing (the assets referred to in (a)  through (h) are collectively referred to as the “Assets”).  The above Grant is made to secure the Secured Debt and certain other amounts  payable by the Issuer as described herein.  Except as set forth in the Priority of Payments and  Article XIII of this Indenture, the Secured Debt is secured by the Grant equally and ratably without  prejudice, priority or distinction between any Secured Debt and any other Secured Debt by reason  of difference in time of issuance or otherwise.  The Grant is made to secure, in accordance with  the priorities set forth in the Priority of Payments and Article XIII of this Indenture, (i) the payment  of all amounts due on the Secured Debt in accordance with its 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 Class A-L Loan Agreement, the Collateral  Management Agreement, the Securities Account Control Agreement, and the Collateral  Administration Agreement and (iv) compliance with the provisions of this Indenture, all as  provided herein.  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 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.  “17g-5 Information”:  The meaning specified in Section 14.16.  “17g-5 Website”:  A password-protected website which shall initially be located at  https://www.structuredfn.com.  Any change of the 17g-5 Website shall only occur after notice has  been delivered by the Issuer to the Trustee, the Collateral Manager, the Collateral Administrator,  the Initial Purchaser, the Co-Placement Agent and S&P setting the date of change and new location  of the 17g-5 Website.  “1940 Act”:  The Investment Company Act of 1940, as amended from time to time.  





 






  USActive 57779863.5 -3-  47427296.1  “25% Limitation”:  The meaning specified in Section 2.5(c).  “Accountants’ Effective Date Comparison AUP Report”:  The meaning specified  in Section 7.18(c).  “Accountants’ Effective Date Recalculation AUP Report”:  The meaning specified  in Section 7.18(c).  “Accountants’ Report”:  A certificate of the firm or firms appointed by the Issuer  pursuant to Section 10.10(a).  “Accounts”:  (i) The Payment Account, (ii) the Collection Account, (iii) the  Ramp-Up Account, (iv) the Revolver Funding Account, (v) the Custodial Account, (vi) the  Expense Reserve Account, (vii) the Interest Reserve Account, (viii) the Permitted Use Account  and (ix) the Class A-L Loan Account.  “Accredited Investor”:  The meaning specified in Rule 501(a) under the Securities  Act.  “Act”:  The meaning specified in Section 14.2.  “Adjusted Class Break-even Default Rate”:  The rate equal to (a)(i) the Class Break- even Default Rate multiplied by (ii)(x) the Target Initial Par Amount divided by (y) the S&P  Collateral Principal Amount plus (b)(i)(x) the S&P Collateral Principal Amount minus (y) the  Target Initial Par Amount, divided by (ii)(x) the S&P Collateral Principal Amount multiplied by  (y) 1 minus the Weighted Average S&P Recovery Rate.  “Adjusted Collateral Principal Amount”:  As of any date of determination:  (a) the Aggregate Principal Balance of the Collateral Obligations (other than  Defaulted Obligations, Deferring Obligations (other than Permitted Deferrable  Obligations), Discount Obligations and Long Dated Obligations), plus  (b) without duplication, the amounts on deposit in the Collection Account and  the Ramp-Up Account (including Eligible Investments therein) representing Principal  Proceeds, plus  (c) the aggregate of the Defaulted Obligation Balances for each Defaulted  Obligation (except for Deferring Obligations), plus  (d) the aggregate of the purchase prices for each Discount Obligation,  excluding accrued interest, expressed as a percentage of par and multiplied by the Principal  Balance thereof, for such Discount Obligation, plus  (e) the sum of, with respect to each Deferring Obligation (other than a  Permitted Deferrable Obligations), the S&P Collateral Value for such Deferring  Obligation; plus  





 






  USActive 57779863.5 -4-  47427296.1  (f) with respect to each Long Dated Obligation, the product of 70% multiplied  by the Principal Balance thereof, for such Long Dated Obligation; provided that the  Aggregate Principal Balance will be zero for any Long Dated Obligation that matures more  than 24 months after the earliest Stated Maturity of the Debt; minus  (g) the Excess CCC Adjustment Amount;  provided that, with respect to any Collateral Obligation that satisfies more than one of the  definitions of Defaulted Obligation, Deferring Obligation, Discount Obligation or Long Dated  Obligation or any asset that falls into the Excess CCC Adjustment Amount, such Collateral  Obligation shall, for the purposes of this definition, be treated as belonging to the category of  Collateral Obligations which results in the lowest Adjusted Collateral Principal Amount on any  date of determination.  “Administrative Excess Amount”:  An amount equal on any Payment Date to (i) the  Administrative Expense Cap (disregarding the proviso in such definition) on such Payment Date  minus (ii) the aggregate amount of any Administrative Expenses paid pursuant to clause (A)(2) of  Section 11.1(a)(i) on such Payment Date.  “Administrative Expense Cap”:  An amount equal on any Payment Date (when  taken together with any Administrative Expenses 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) 0.025% 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 on the  Determination Date relating to the immediately preceding Payment Date (or, in the case of the first  Payment Date, the Closing 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 Section 11.1(a)(i)(A),  Section 11.1(a)(ii)(A) and Section 11.1(a)(iii)(B) (including any excess applied in accordance with  this proviso) on the three immediately preceding Payment Dates and during the related Collection  Periods is less than the stated Administrative Expense Cap (without regard to any excess applied  in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the  excess may be applied to the Administrative Expense Cap with respect to the then-current Payment  Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount  shall be calculated based on the Payment Dates preceding such Payment Date.  “Administrative Expenses”:  The fees, expenses (including indemnities) and other  amounts due or accrued with respect to any Payment Date (including, with respect to any Payment  Date, any such amounts that were due and not paid on any prior Payment Date in accordance with  the Priority of Payments) and payable in the following order by the Issuer:  first, to the Trustee  pursuant to Section 6.7 and the other provisions of this Indenture, second, to the Bank, U.S. Bank  National Association and any of their respective Affiliates in any of their other capacities under  the Transaction Documents, third, on a pro rata basis, the following amounts (excluding  indemnities) to the following parties:  





 






  USActive 57779863.5 -5-  47427296.1  (i) the Independent Review Party, if any, Independent accountants (including  tax accountants), agents (other than the Collateral Manager) and counsel of the Issuer for  fees and expenses;  (ii) S&P for fees and expenses (including any annual fee, amendment fees and  surveillance fees) in connection with any rating of the Debt or in connection with the rating  of (or provision of credit estimates in respect of) any Collateral Obligations;  (iii) the Collateral Manager under this Indenture and the Collateral Management  Agreement, including without limitation reasonable expenses of the Collateral Manager  (including fees for its accountants, agents and counsel) incurred in connection with the  purchase or sale of any Collateral Obligations, any other expenses incurred in connection  with the Collateral Obligations and any other amounts payable pursuant to the Collateral  Management Agreement but excluding the Aggregate Collateral Management Fees;  (iv) the independent manager of the Issuer for fees and expenses;  (v) any person in respect of any governmental fee, charge or tax; and  (vi) 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 Debt, including  but not limited to, amounts owed to the Issuer pursuant to this Indenture, any amounts due  in respect of the listing of the Debt on any stock exchange or trading system, any  Re-Pricing, redemption, Refinancing or additional issuance of Debt;  and fourth, on a pro rata basis, indemnities payable to any Person pursuant to any Transaction  Document or the Warehouse Agreement; provided that, for the avoidance of doubt, (x) amounts  due in respect of actions taken on or before the Closing Date (other than indemnities payable under  the Warehouse Agreement) shall not be payable as Administrative Expenses but shall be payable  only from the Expense Reserve Account pursuant to Section 10.3(d) and (y) 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 Debt) shall not constitute Administrative  Expenses.  “Affected Class”:  Any Class of Debt that, as a result of the occurrence of a Tax  Event, has not received or will not receive 100% of the aggregate amount of principal and interest  that would otherwise be due and payable to such Class on any Payment Date.  “Affiliate”:  With respect to a Person, (i) any other Person who, directly or  indirectly, is in control of, or controlled by, or is under common control with, such Person or  (ii) any other Person who is a director, Officer, employee or general partner (a) of such Person,  (b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i)  above.  For the purposes of this definition, “control” of a Person shall mean the power, direct or  indirect, (x) to vote more than 50% (or, solely for purposes of determining control in connection  





 






  USActive 57779863.5 -6-  47427296.1  with a Portfolio Company, 35%) of the securities or other interests 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,  Obligors in respect of Collateral Obligations shall be deemed not to be Affiliates if they have  distinct corporate family ratings and/or distinct issuer credit ratings.  “Agent Members”:  Members of, or participants in, DTC, Euroclear or Clearstream.  “Aggregate Collateral Management Fee”:  Without duplication, all accrued and  unpaid Collateral Management Fees, Current Deferred Management Fees, Cumulative Deferred  Management Fees and Collateral Management Fee Shortfall Amounts (including accrued interest).  “Aggregate Coupon”:  As of any Measurement Date, the sum of the products  obtained by multiplying, in the case of each Fixed Rate Obligation (including, for any Permitted  Deferrable Obligation, only the required current cash interest required by the Underlying  Documents thereon), (i) the stated coupon on such Collateral Obligation expressed as a percentage  and (ii) the principal balance of such Collateral Obligation.  “Aggregate Funded Spread”:  As of any Measurement Date, the sum of:  (a) in the  case of each Floating Rate Obligation (other than a Defaulted Obligation) that bears interest at a  spread over a Reference Rate-based index (including, for any Permitted Deferrable Obligation,  only the excess of the required current cash pay interest required by the Underlying Documents  thereon over the applicable index and excluding the unfunded portion of any Delayed Drawdown  Collateral Obligation and Revolving Collateral Obligation), (i) the stated interest rate spread on  such Collateral Obligation above such index multiplied by (ii) the outstanding principal balance of  such Collateral Obligation; and (b) in the case of each Floating Rate Obligation (other than a  Defaulted Obligation) (including, for any Permitted Deferrable Obligation, only the required  current cash pay interest required by the Underlying Documents thereon and excluding the  unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral  Obligation) that bears interest at a spread over an index other than a Reference Rate-based index,  (i) the excess of the sum of such spread and such index over the Reference Rate as of the  immediately preceding Interest Determination Date (which spread or excess may be expressed as  a negative percentage) multiplied by (ii) the outstanding principal balance of each such Collateral  Obligation; provided that, in each case, with respect to any Reference Rate Floor Obligation, the  stated interest rate spread on such Collateral Obligation over the applicable index shall be deemed  to be equal to the sum of (x) the stated interest rate spread over the applicable index and (y) the  excess, if any, of the specified “floor” rate relating to such Collateral Obligation over the applicable  Reference Rate.  “Aggregate Outstanding Amount”:  With respect to any of the Debt as of any date,  the aggregate unpaid principal amount of such Debt Outstanding on such date.  “Aggregate Principal Balance”:  When used with respect to all or a portion of the  Collateral Obligations or the Assets, the sum of the Principal Balances of all or of such portion of  the Collateral Obligations or Assets, respectively.  





 






  USActive 57779863.5 -7-  47427296.1  “Aggregate Unfunded Spread”:  As of any Measurement Date, the sum of the  products obtained by multiplying (i) for each Delayed Drawdown Collateral Obligation and  Revolving Collateral Obligation (other than Defaulted Obligations), the related commitment fee  rate then in effect as of such date and (ii) the undrawn commitments of each such Delayed  Drawdown Collateral Obligation and Revolving Collateral Obligation as of such date.  “Alternative Method”:  The meaning specified in Section 7.17(m).  “Alternative Rate”:  The Fallback Rate or Benchmark Replacement Rate selected  by the Collateral Manager to replace the then current Reference Rate pursuant to a Reference Rate  Amendment.  “ARRC”:  The Alternative Reference Rates Committee.  “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 specified in the Granting Clauses.  “Assumed Reinvestment Rate”:  The Term SOFR Rate (as determined on the most  recent Interest Determination Date relating to an Interest Accrual Period beginning on a Payment  Date or the Closing Date) minus 0.25% per annum; provided that the Assumed Reinvestment Rate  shall not be less than 0.00%.  “Authenticating Agent”:  With respect to the Debt or a Class of the Debt, the Person  designated by the Trustee or Loan Agent, as applicable, to authenticate such Debt on behalf of the  Trustee pursuant to Section 6.14 hereof or on behalf of the Loan Agent pursuant to the Class A-L  Loan Agreement.  “Balance”:  On any date, with respect to Cash or Eligible Investments in any  account, the aggregate of the (i) current balance of Cash, demand deposits, time deposits,  certificates of deposit and federal funds; (ii) principal amount of interest-bearing corporate and  government securities, money market accounts and repurchase obligations; and (iii) purchase price  (but not greater than the face amount) of non-interest-bearing government and corporate securities  and commercial paper.  “Bank”:  U.S. Bank 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 Replacement Conforming Changes”:  With respect to the  implementation of any Benchmark Replacement Rate, any technical, administrative or operational  changes (including, but not limited to, changes to the definition of “Interest Accrual Period”) that  the Collateral Manager (on behalf of the Issuer) decides may be appropriate to reflect the adoption  of such Benchmark Replacement Rate in a manner substantially consistent with market practice  





 






  USActive 57779863.5 -8-  47427296.1  (or, if the Collateral Manager (on behalf of the Issuer) decides that adoption of any portion of such  market practice is not administratively feasible or if the Collateral Manager (on behalf of the  Issuer) determines that no market practice for use of the Benchmark Replacement Rate exists, in  such other manner as the Collateral Manager (on behalf of the Issuer) determines is reasonably  necessary).  “Benchmark Replacement Date”:  The earlier to occur of the following events with  respect to the Reference Rate and each date thereafter designated by the Collateral Manager  following the occurrence of any of the following events:  (i) in the case of clause (a) or (b) of the definition of “Benchmark Transition  Event,” the later of (x) the date of the public statement or publication of information  referenced therein and (y) the date on which the administrator of the Reference Rate  permanently or indefinitely ceases to provide the Reference Rate;  (ii) in the case of clause (c) of the definition of “Benchmark Transition Event,”  the date of the public statement or publication of information referenced therein; or  (iii) in the case of clause (d) of the definition of “Benchmark Transition Event,”  the date on which the Collateral Manager in its sole discretion has notified the Trustee and  the Calculation Agent that a “Benchmark Replacement Date” has occurred.  “Benchmark Replacement Rate”:  The reference rate that the Collateral Manager  determines in its sole discretion as a replacement for the base rate component applicable to the  Floating Rate Debt as of the applicable Benchmark Replacement Date meets each of clauses (i)  and (ii) below:  (i) the first applicable alternative set forth in the order below that also meets  clause (ii) below:  (1) the sum of:  (a) Daily Simple SOFR and (b) in the case of an  Unadjusted Benchmark Replacement Rate, the Benchmark Replacement Rate  Adjustment;  (2) the sum of:  (a) the alternate rate of interest that has been selected or  recommended by the Relevant Governmental Body or the LSTA as the replacement  for then current Reference Rate for the applicable Corresponding Tenor with  respect to quarterly pay floating rate Loans of the type included in the Assets and  (b) the Benchmark Replacement Rate Adjustment; and  (3) the sum of:  (a) the alternate rate of interest identified by the  Collateral Manager as expected to be used in a majority of the quarterly pay  Floating Rate Obligations included in the Assets or a majority of the new issue  collateralized loan obligation transactions priced in the six months prior to the  applicable Benchmark Replacement Date and (b) in the case of an Unadjusted  Benchmark Replacement Rate, the Benchmark Replacement Rate Adjustment; and  





 






  USActive 57779863.5 -9-  47427296.1  (ii) used in a majority of the quarterly pay Floating Rate Obligations included  in the Assets or a majority of the new issue collateralized loan obligation transactions  priced in the six months prior to the applicable Benchmark Replacement Date as  determined by the Collateral Manager in its sole discretion.  “Benchmark Replacement Rate Adjustment”:  With respect to any replacement of  the Reference Rate with an Unadjusted Benchmark Replacement Rate, the spread adjustment, or  method for calculating or determining such spread adjustment, (which may be a positive or  negative value or zero) that has been selected by the Collateral Manager in the following order:   (i) any selection or recommendation of a spread adjustment, or method for calculating or  determining such spread adjustment, for the replacement of the Reference Rate with the applicable  Unadjusted Benchmark Replacement Rate by the Relevant Governmental Body or the LSTA or  (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or  method for calculating or determining such spread adjustment, for the replacement of the  Reference Rate with the applicable Unadjusted Benchmark Replacement Rate for Dollar- denominated collateralized loan obligation securitization transactions at such time.  “Benchmark Transition Event”:  The occurrence of one or more of the following  events with respect to the Reference Rate, as determined by the Collateral Manager:  (a) public statement or publication of information by or on behalf of the  administrator of the Reference Rate announcing that such administrator has ceased or will  cease to provide such Reference Rate, permanently or indefinitely, provided that, at the  time of such statement or publication, there is no successor administrator that will continue  to provide such Reference Rate;  (b) a public statement or publication of information by the regulatory  supervisor for the administrator of the Reference Rate, the Federal Reserve System, an  insolvency official with jurisdiction over the administrator for the Reference Rate, a  resolution authority with jurisdiction over the administrator for the Reference Rate or a  court or an entity with similar insolvency or resolution authority over the administrator for  the Reference Rate, which states that the administrator of the Reference Rate has ceased or  will cease to provide the Reference Rate permanently or indefinitely, provided that, at the  time of such statement or publication, there is no successor administrator that will continue  to provide the Reference Rate;  (c) a public statement or publication of information by the regulatory  supervisor for the administrator of the Reference Rate announcing that the Reference Rate  is no longer representative; or  (d) if at any time after the occurrence of a Benchmark Transition Event set forth  in clauses (a) – (c) the Reference Rate is a rate that does not satisfy clause (ii) of the  definition of Benchmark Replacement Rate, the Collateral Manager determines in its sole  discretion to replace the then current Reference Rate with a rate that satisfies clause (ii) of  the definition of Benchmark Replacement Rate.  “Beneficial Ownership Certificate”:  The meaning specified in Section 14.2(e).  





 






  USActive 57779863.5 -10-  47427296.1  “Benefit Plan Investor”:  A “benefit plan investor” as defined in 29 C.F.R.  Section 2510.3-101 and Section 3(42) of ERISA, which includes (a) any employee benefit plan  (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of  Title I of ERISA, (b) any plan to which Section 4975 of the Code applies and (c) any entity whose  underlying assets include “plan assets” by reason of such an employee benefit plan’s or plan’s  investment in such entity.  “Board Resolution”:  A resolution of the managers of the Issuer.  “Bond”:  A debt security (that is not a Loan) that is issued by a partnership, trust or  any other entity.  “Book Value”:  “Book value” within the meaning of Treasury Regulations Section  1.704-1(b)(2)(iv), adjusted (to the extent permitted under Treasury Regulations Section 1.704- 1(b)(2)(iv)(f)) as necessary to reflect the relative economic interests of the beneficial owners of  the Subordinated Notes (as determined for U.S. federal income tax purposes).  “Bridge Loan”:  Any loan or other obligation that (i) is incurred in connection with  a merger, acquisition, consolidation, or sale of all or substantially all of the assets of a Person or  similar transaction and (ii) by its terms, is required to be repaid within one year of the incurrence  thereof with proceeds from additional borrowings or other refinancings (it being understood that  any such loan or debt security that has a nominal maturity date of one year or less from the  incurrence thereof but has a term-out or other provision whereby (automatically or at the sole  option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a  later date is not a Bridge Loan).  “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 or the Loan Agent is located or, for any final payment of principal, in the relevant place of  presentation.  “Calculation Agent”:  The meaning specified in Section 7.16.  “Cash”:  Such funds denominated in currency of the United States as at the time  shall be legal tender for payment of all public and private debts, including funds standing to the  credit of an Account.  “CCC Collateral Obligation”:  A Collateral Obligation (other than a Defaulted  Obligation or a Deferring Obligation) with an S&P Rating of “CCC+” or lower.  “CCC Excess”:  An amount equal to the excess of the Principal Balance of all CCC  Collateral Obligations over an amount equal to 17.5% of the Collateral Principal Amount as of  such date of determination; provided that, in determining which of the CCC Collateral Obligations  shall be included in the CCC Excess, the CCC Collateral Obligations with the lowest Market Value  (expressed as a percentage of the outstanding Principal Balance of such Collateral Obligations as  of such date of determination) shall be deemed to constitute such CCC Excess.  





 






  USActive 57779863.5 -11-  47427296.1  “Certificate of Authentication”:  The meaning specified in Section 2.1.  “Certificate of Formation”:  The certificate of formation the Issuer.  “Certificated Note”:  Any Certificated Secured Note or Certificated Subordinated  Note.  “Certificated Secured Note”:  The meaning specified in Section 2.2(b)(iv).  “Certificated Security”:  The meaning specified in Section 8-102(a)(4) of the UCC.  “Certificated Subordinated Note”:  A definitive, fully registered note without  coupons substantially in the form attached as Exhibit A-4 hereto.  “Class”:  In the case of (i) the Secured Debt, all of the Secured Debt having the  same Interest Rate, Stated Maturity and class designation and (ii) the Subordinated Notes, all of  the Subordinated Notes; provided that, solely for purposes of calculating the Interest Coverage  Ratio and the Overcollateralization Ratio, the Class A Debt and the Class B Notes shall be treated  as a single Class; provided further that, (x) except as provided in clause (y) of this proviso, the  Class A-1 Notes, the Class A-1F Notes and the Class A-L Loans shall constitute, and vote together  as, a single Class and (y) the Class A-1 Notes, the Class A-1F Notes and the Class A-L Loans shall  be treated as separate Classes, and shall vote separately, solely for purposes of (1) any  determination as to whether a proposed supplemental indenture or amendment would have a  material adverse effect on such Debt and (2) a Refinancing or a Re-Pricing.  “Class A Debt”:  The Class A-1 Notes, the Class A-1F Notes and the Class A-L  Loans, collectively.  “Class A-1 Notes”:  The Class A-1 Senior Secured Floating Rate Notes issued  pursuant to this Indenture and having the characteristics specified in Section 2.3.  “Class A-1F Notes”:  The Class A-1F Senior Secured Fixed Rate Notes issued  pursuant to this Indenture and having the characteristics specified in Section 2.3.  “Class A-L Lender”:  Each lender under the Class A-L Loan Agreement with  respect to the Class A-L Loans.  “Class A-L Loan Account”:  The account established pursuant to the Class A-L  Loan Agreement.  “Class A-L Loan Agreement”:  The loan agreement entered into as of the Closing  Date by the Issuer, as borrower, the Class A-L Lenders party thereto and the Loan Agent.  “Class A-L Loans”:  The Class A-L Senior Secured Floating Rate Loans incurred  pursuant to the Class A-L Loan Agreement and having the characteristics specified in Section 2.3.  “Class A/B Coverage Tests”:  The Overcollateralization Ratio Test and the Interest  Coverage Test, each as applied with respect to the Class A Debt and the Class B Notes.  





 






  USActive 57779863.5 -12-  47427296.1  “Class B Notes”:  The Class B Senior Secured Floating Rate Notes issued pursuant  to this Indenture and having the characteristics specified in Section 2.3.  “Class Break-even Default Rate”:  With respect to the Highest Ranking S&P Class:  (a) prior to the S&P CDO Monitor Election Date, the rate equal to (a) 0.102752  plus (b) the product of (x) 3.390024 and (y) the Weighted Average Floating Spread plus  (c) the product of (x) 1.252060 and (y) the Weighted Average S&P Recovery Rate; or  (b) on and after the S&P CDO Monitor Election Date, the maximum percentage  of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, as applicable,  can sustain, as determined through application of the applicable S&P CDO Monitor chosen  by the Collateral Manager in accordance with this Indenture that is applicable to the  portfolio of Collateral Obligations, which, after giving effect to the assumptions on  recoveries, defaults and timing and to the Priority of Payments, will result in sufficient  funds remaining for the payment of the Highest Ranking S&P Class in full.  After the S&P  CDO Monitor Election Date, S&P will provide the Collateral Manager with the Class  Break-even Default Rates for each S&P CDO Monitor input file based upon the S&P  Minimum Floating Spread and the S&P CDO Monitor Recovery Rate to be associated with  such S&P CDO Monitor input file as selected by the Collateral Manager in accordance  with the definition of “S&P CDO Monitor”.  “Class C Coverage Tests”:  The Overcollateralization Ratio Test and the Interest  Coverage Test, each as applied with respect to the Class C Notes.  “Class C Notes”:  The Class C Secured Deferrable Floating Rate Notes issued  pursuant to this Indenture and having the characteristics specified in Section 2.3.  “Class D Coverage Tests”:  The Overcollateralization Ratio Test and the Interest  Coverage Test, each as applied with respect to the Class D Notes.  “Class D Notes”:  The Class D Secured Deferrable Floating Rate Notes issued  pursuant to this Indenture and having the characteristics specified in Section 2.3.  “Class Default Differential”:  With respect to the Highest Ranking S&P Class, the  rate calculated by subtracting the Class Scenario Default Rate at such time from (x) prior to the  S&P CDO Monitor Election Date, the Adjusted Class Break-even Default Rate or (y) on and after  the S&P CDO Monitor Election Date, the Class Break-even Default Rate, in each case, at such  time.  “Class Scenario Default Rate”:  With respect to the Highest Ranking S&P Class:  (a) prior to the S&P CDO Monitor Election Date, the rate at such time equal to  (a) 0.247621 plus (b) (x) the S&P Weighted Average Rating Factor divided by (y) 9162.65  minus (c) (x) the Default Rate Dispersion divided by (y) 16757.20 minus (d)(x) the Obligor  Diversity Measure divided by (y) 7677.80 minus (e)(x) the Industry Diversity Measure  divided by (y) 2177.56 minus (f)(x) the Regional Diversity Measure divided by (y) 34.0948  plus (g)(x) the S&P Weighted Average Life divided by (y) 27.3896; or  





 






  USActive 57779863.5 -13-  47427296.1  (b) on and after the S&P CDO Monitor Election Date, an estimate of the  cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable,  consistent with S&P’s initial rating of such Class or Classes of Debt, determined by  application by the Collateral Manager and the Collateral Administrator of the S&P CDO  Monitor at such time.  “Clean-Up Call Purchase Price”:  The meaning specified in Section 9.8(b).  “Clean-Up Call Redemption”:  The meaning specified in Section 9.8(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”:  May 20, 2022.  “Closing Date Certificate”:  The closing certificate of the Issuer and the Collateral  Manager dated as of the Closing Date.  “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.  “Collateral Interest Amount”:  As of any date of determination, without duplication,  the aggregate amount of Interest Proceeds that has been received or that is expected to be received  (other than Interest Proceeds expected to be received from Defaulted Obligations or the deferring  portion of a Permitted Deferrable Obligation, but including Interest Proceeds actually received  from Defaulted Obligations or the deferring portion of a Permitted Deferrable Obligation), in each  case during the Collection Period in which such date of determination occurs (or after such  Collection Period but on or prior to the related Payment Date if such Interest Proceeds would be  treated as Interest Proceeds with respect to such Collection Period).  





 






  USActive 57779863.5 -14-  47427296.1  “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 0.20% per annum (calculated on the basis of the actual number of days in the applicable Interest  Accrual 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), which shall be 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, in accordance with the Priority of Payments.  “Collateral Manager”:  Nuveen Churchill Direct Lending Corp., a Maryland  corporation, 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 Standard”:  The standard of care applicable to the Collateral  Manager set forth in the Collateral Management Agreement.  “Collateral Obligation”:  A Senior Secured Loan (including, but not limited to,  interests in middle market loans acquired by way of a purchase or assignment) or Participation  Interest therein, a Second Lien Loan or Participation Interest therein, or a DIP Collateral  Obligation or a Participation Interest therein, that as of the date of acquisition by the Issuer:  (i) is Dollar denominated and is neither convertible by the Obligor thereof into,  nor payable in, any other currency;  (ii) is not (A) a Defaulted Obligation or (B) a Credit Risk Obligation;  (iii) is not a lease;  (iv) if it is a Deferrable Obligation, it is a Permitted Deferrable Obligation;  (v) 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;  (vi) does not constitute Margin Stock;  





 






  USActive 57779863.5 -15-  47427296.1  (vii) gives rise only to payments that are not subject to withholding tax, other  than withholding tax imposed on commitment fees and other similar fees, withholding  imposed pursuant to FATCA and withholding tax as to which the Obligor must make  additional payments so that the net amount received by the Issuer after satisfaction of such  tax is the amount due to the Issuer before the imposition of any withholding tax;  (viii) has an S&P Rating;  (ix) is not a debt obligation whose repayment is subject to substantial non-credit  related risk as determined by the Collateral Manager;  (x) except for Delayed Drawdown Collateral Obligations and Revolving  Collateral Obligations, is not an obligation pursuant to which any future advances or  payments to the borrower or the Obligor thereof may be required to be made by the Issuer;  provided that the Issuer may be required, as a lender under the underlying instruments, to  make customary protective advances or provide customary indemnities to the agent of the  Collateral Obligation (for which the Issuer may receive a participation interest or other  right of repayment);  (xi) is not a repurchase obligation, a Bond, a Zero Coupon Bond, an Unsecured  Loan, a Bridge Loan, a Commercial Real Estate Loan, a Structured Finance Obligation, a  Step-Down Obligation, a Step-Up Obligation or a note;  (xii) will not require the Issuer or the pool of Assets to be registered as an  investment company under the 1940 Act;  (xiii) is not an Equity Security or by its terms convertible into or exchangeable  for an Equity Security;  (xiv) is not the subject of an Offer of exchange, or tender by its Obligor, for cash,  securities or any other type of consideration other than a Permitted Offer;  (xv) does not have an S&P Rating that is below “CCC-”;  (xvi) does not have an “f,” “p,” “pi,” “sf” or “t” subscript assigned by S&P or an  “sf” subscript assigned by any other NRSRO;  (xvii) does not mature after the Stated Maturity of the Debt;  (xviii) other than in the case of a Fixed Rate Obligation, accrues interest at a  floating rate determined by reference to (a) the Dollar prime rate, federal funds rate,  LIBOR or SOFR or (b) a similar interbank offered rate, commercial deposit rate or any  other index in respect of which the S&P Rating Condition is satisfied;  (xix) if it is a “registration-required obligation” within the meaning of the Code,  is Registered;  (xx) is not a Synthetic Security;  





 






  USActive 57779863.5 -16-  47427296.1  (xxi) does not pay interest less frequently than semi-annually;  (xxii) is not a letter of credit and does not support a letter of credit;  (xxiii) is not an interest in a grantor trust;  (xxiv) is purchased at a price at least equal to 65% of its outstanding principal  balance;  (xxv) is not issued by an Obligor Domiciled in Cyprus, Greece, Iceland, Ireland,  Italy, Liechtenstein, Portugal or Spain;  (xxvi) is issued by a Non-Emerging Market Obligor Domiciled in the United  States, Canada, a Group I Country, a Group II Country, or a Group III Country;  (xxvii) if it is a Participation Interest, the Third Party Credit Exposure Limits are  satisfied with respect to the acquisition thereof;  (xxviii) is not an obligation of a Portfolio Company;  (xxix) does not have attached equity warrants;  (xxx) is not a commodity forward contract;  (xxxi) is issued by an Obligor with a most-recently calculated (in accordance with  the related Underlying Documents) EBITDA of at least $5,000,000;  (xxxii) is not an infrastructure or a project finance loan; and  (xxxiii) is not an ESG Collateral Obligation;  provided that, notwithstanding anything to the contrary contained in this Indenture, any Workout  Loan designated as a Collateral Obligation by the Collateral Manager in accordance with the terms  specified in the definition of “Workout Loan” shall constitute a Collateral Obligation (and not a  Workout Loan) following such designation.  “Collateral Principal Amount”:  As of any date of determination, the sum of (a) the  Aggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations  except as otherwise expressly set forth herein), (b) without duplication, the amounts on deposit in  the Collection Account and the Ramp-Up Account (including Eligible Investments therein)  representing Principal Proceeds and (c) unpaid Principal Financed Accrued Interest (other than in  respect of Defaulted Obligations); provided that for purposes of calculating the Concentration  Limitations, Defaulted Obligations shall be included in the Collateral Principal Amount with a  Principal Balance equal to the Defaulted Obligation Balance thereof.  “Collateral Quality Test”:  A test satisfied, as of the Effective Date and any other  date thereafter on which such test is required to be determined hereunder if, in the aggregate, the  Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation,  





 






  USActive 57779863.5 -17-  47427296.1  proposed to be owned) by the Issuer satisfy each of the tests set forth below (or, after the Effective  Date, if not in compliance at the time of reinvestment, the relevant requirements must be  maintained or improved as described in the Investment Criteria):  (i) the S&P CDO Monitor Test;  (ii) at any time on or after the S&P CDO Monitor Election Date, the Minimum  Weighted Average S&P Recovery Rate Test;  (iii) the Minimum Floating Spread Test;  (iv) the Minimum Weighted Average Coupon Test; and  (v) the Weighted Average Life Test.  “Collection Account”:  The account established pursuant to Section 10.2 which  consists of the Principal Collection Subaccount and the Interest Collection Subaccount.  “Collection Period”:  (i) With respect to the first Payment Date, the period  commencing on the Closing Date and ending at the close of business on the seventh day of the  calendar month in which the first Payment Date occurs; and (ii) with respect to any other Payment  Date, the period commencing on the day immediately following the prior Collection Period and  ending (a) in the case of the final Collection Period preceding the latest Stated Maturity of any  Class of Debt, on the day of such Stated Maturity, (b) in the case of the final Collection Period  preceding an Optional Redemption, Clean-Up Call Redemption or Tax Redemption in whole of  the Debt, on the Redemption Date and (c) in any other case, at the close of business on the seventh  day of the calendar month in which such Payment Date occurs; provided, that, in each case, if such  seventh day is not a Business Day, the next succeeding Business Day.  “Commercial Real Estate Loan”:  Any Loan for which the underlying collateral  consists primarily of real property owned by the Obligor and is evidenced by a note or other  evidence of indebtedness.  “Concentration Limitations”:  Limitations satisfied on each Measurement Date on  or after the Effective Date and during the Reinvestment Period if, in the aggregate, the Collateral  Obligations owned (or in relation to a proposed purchase of a Collateral Obligation, proposed to  be owned) by the Issuer comply with all of the requirements set forth below (or in relation to a  proposed purchase after the Effective Date, if not in compliance, the relevant requirements must  be maintained or improved after giving effect to the purchase), calculated in each case as required  by Section 1.3 herein:  (i) not less than 95.0% of the Collateral Principal Amount may consist of  Senior Secured Loans, Cash and Eligible Investments;  (ii) not more than 5.0% of the Collateral Principal Amount may consist of  First-Lien Last-Out Loans or Second Lien Loans;  





 






  USActive 57779863.5 -18-  47427296.1  (iii) not more than 2.0% of the Collateral Principal Amount may consist of  obligations issued by a single Obligor and its Affiliates, except that, without duplication,  Collateral Obligations issued by up to five Obligors and their respective Affiliates may  each constitute up to 2.5% of the Collateral Principal Amount; provided, that one Obligor  shall not be considered an Affiliate of another Obligor solely because they are controlled  by the same financial sponsor; provided, further, that not more than 1.5% of the Collateral  Principal Amount may consist of First-Lien Last-Out Loans and Second Lien Loans issued  by a single Obligor and its Affiliates;  (iv) not more than 17.5% of the Collateral Principal Amount may consist of  CCC Collateral Obligations;  (v) not more than 5.0% of the Collateral Principal Amount may consist of Fixed  Rate Obligations;  (vi) not more than 5.0% of the Collateral Principal Amount may consist of  Current Pay Obligations;  (vii) not more than 12.5% of the Collateral Principal Amount may consist, in the  aggregate, of unfunded commitments under Delayed Drawdown Collateral Obligations and  unfunded and funded commitments under Revolving Collateral Obligations; provided, that  not more than 10.0% of the Collateral Principal Amount may consist of unfunded  commitments under Revolving Collateral Obligations;  (viii) (a) not more than 10.0% of the Collateral Principal Amount may consist of  Participation Interests and (b) each such Participation Interest shall satisfy the Third Party  Credit Exposure Limits;  (ix) not more than 10.0% of the Collateral Principal Amount may have an S&P  Rating derived from a Moody’s Rating as provided in clause (c)(i) of the definition of the  term “S&P Rating”;  (x) no more than the percentage listed below of the Collateral Principal Amount  may be issued by Obligors Domiciled in the country or countries set forth opposite such  percentage:  % Limit Country or Countries  10.0% All countries (in the aggregate) other than the United States;  5.0% Canada;  5.0% all countries (in the aggregate) other than the United States,  Canada and the United Kingdom;  5.0% any individual Group I Country;  2.5% all Group II Countries in the aggregate;  2.5% any individual Group II Country;  1.5% all Group III Countries in the aggregate; and  





 






  USActive 57779863.5 -19-  47427296.1  % Limit Country or Countries  1.5% any individual country other than the United States, the United  Kingdom, Canada, the Netherlands, any Group II Country or  any Group III Country;  (xi) not more than 5.0% of the Collateral Principal Amount may consist of  Collateral Obligations that pay interest at least semi-annually, but less frequently than  quarterly;  (xii) not more than 10.0% of the Collateral Principal Amount may consist of  Collateral Obligations that are Discount Obligations;  (xiii) not more than 5.0% of the Collateral Principal Amount may consist of  Collateral Obligations that are Permitted Deferrable Obligations;  (xiv) not more than 5.0% of the Collateral Principal Amount may consist of DIP  Collateral Obligations;  (xv) not more than 12.5% of the Collateral Principal Amount may consist of  Collateral Obligations that are issued by Obligors that belong to any single S&P Industry  Classification Group, except that (a) the largest S&P Industry Classification Group may  represent up to 17.5% of the Collateral Principal Amount and (b) the next two largest S&P  Industry Classification Groups may each represent up to 15.0% of the Collateral Principal  Amount; provided that, without duplication, the three largest S&P Industry Classification  Groups in the aggregate may not represent more than 40.0% of the Collateral Principal  Amount;  (xvi) not more than 15.0% of the Collateral Principal Amount may consist of  Collateral Obligations that are Cov-Lite Loans; provided, that not more than 10.0% of the  Collateral Principal Amount may consist of Collateral Obligations that are Cov-Lite Loans  that are issued by an Obligor with a most-recently calculated EBITDA as of the date such  Collateral Obligation was acquired by the Issuer (in accordance with the related Underlying  Documents) of less than $50,000,000;   (xvii) not more than 5.0% of the Collateral Principal Amount may consist of  Collateral Obligations that are issued by Obligors that belong to the S&P Industry  Classifications of Oil, Gas & Consumable Fuels or Gas Utilities; and  (xviii) not more than 12.0% of the Collateral Principal Amount may consist of  Collateral Obligations that are issued by an Obligor with a most-recently calculated (in  accordance with the related Underlying Documents) EBITDA of less than $15,000,000;  provided, that not more than 5.0% of the Collateral Principal Amount may consist of  Collateral Obligations that are issued by an Obligor with a most-recently calculated (in  accordance with the related Underlying Documents) EBITDA of less than $10,000,000.  “Confidential Information”:  The meaning specified in Section 14.15(b).  





 






  USActive 57779863.5 -20-  47427296.1  “Constituting Document”:  As the context requires, (i) this Indenture (with respect  to the Notes) and/or (ii) the Class A-L Loan Agreement (with respect to the Class A-L Loans).  “Contribution”:  The meaning specified in Section 10.6.  “Contributor”:  The meaning specified in Section 10.6.  “Controlling Class”:  The Class A Debt so long as any Class A Debt is Outstanding;  then the Class B Notes so long as any Class B Notes are Outstanding; then the Class C Notes so  long as any Class C Notes are Outstanding; then the Class D Notes so long as any Class D Notes  are Outstanding; and then the Subordinated Notes if no Secured Debt is Outstanding.  “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 any 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.  “Conversion Date”:  The meaning specified in Section 2.14.  “Co-Placement Agent”:  NatWest Markets Plc, in its capacity as co-placement  agent of the Notes under the Purchase Agreement.  “Corporate Trust Office”:  The principal corporate trust office of (i) the Trustee at  which this Indenture is administered, currently located at (a) for Note transfer purposes and for  presentment and surrender of the Notes for final payment thereon, U.S. Bank Trust Company,  National Association, 111 Fillmore Avenue East, St. Paul, Minnesota 55107, Attention:   Bondholder Services – EP-MN-WS2N, and (b) for all other purposes, U.S. Bank Trust Company,  National Association, 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina 28202, Attention:   Global Corporate Trust – Churchill NCDLC CLO-I, LLC, Email:   Churchill.middle.market.clo.v@usbank.com, with a copy to jennifer.maldonado3@usbank.com  and (ii) the Loan Agent, currently located at (a) to the extent applicable, for loan note transfer  purposes and for presentment and surrender of the any such loan note for final payment thereon,  U.S. Bank Trust Company, National Association, 111 Fillmore Avenue East, St. Paul, Minnesota  55107, Attention:  Bondholder Services – EP-MN-WS2N and (b) for all other purposes, U.S. Bank  Trust Company, National Association, 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina  28202, Attention:  CDO Trust Services/ Alex Melton, E-mail:  agency.services@usbank.com, with  a copy to alex.melton1@usbank.com; or in each case, such other address as the Trustee or Loan  Agent 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 or Loan Agent, as applicable.  “Corresponding Tenor”:  With respect to the Reference Rate or a Benchmark  Replacement Rate, a tenor having approximately the same length (disregarding business day  adjustment) as the applicable tenor for the then current Reference Rate (which shall initially be  three months).  





 






  USActive 57779863.5 -21-  47427296.1  “Cov-Lite Loan”:  A Senior Secured Loan the Underlying Documents for which do  not (i) contain any financial covenants or (ii) require the borrower thereunder to comply with any  Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants  is otherwise required by such Underlying Documents); provided that, for all purposes other than  the determination of the S&P Recovery Rate for such Collateral Obligation, a loan which either  contains a cross-default or cross-acceleration provision to, or is pari passu with, another loan or  debt obligation of the underlying Obligor that requires the underlying Obligor to comply with a  Maintenance Covenant will be deemed not to be a Cov-Lite Loan.  For the avoidance of doubt, for  all purposes other than determining an S&P Recovery Rate, a Senior Secured Loan that is capable  of satisfying the foregoing definition (not including the proviso thereto) only (x) until the  expiration of a certain period of time after the initial issuance thereof or (y) for so long as there is  no funded balance in respect thereof, in each case as set forth in the related Underlying Documents,  shall be deemed not to be a Cov-Lite Loan.  “Coverage Tests”:  The Overcollateralization Ratio Test and the Interest Coverage  Test, each as applied to each specified Class or Classes of Secured Debt.  “Covered Audit Adjustment”:  The meaning specified in Section 7.17(m).  “Credit Amendment”:  The meaning specified in Section 7.20.  “Credit Improved Criteria”:  The criteria that will be met if, with respect to any  Collateral Obligation, any of the following occur:  (a) such Collateral Obligation has experienced a reduction in its credit spread  of 10% or more compared to the credit spread in effect as of the Cut-Off Date for such  Collateral Obligation, such reduction in spread being determined by reference to an  Eligible Loan Index; or  (b) such Collateral Obligation has a Market Value above the higher of (i) par  and (ii) the initial purchase price paid by the Issuer for such Collateral Obligation.  “Credit Improved Obligation”:  Any Collateral Obligation, in the Collateral  Manager’s reasonable commercial judgment (which judgment shall not be called into question as  a result of subsequent events), has significantly improved in credit quality after it was acquired by  the Issuer, which may (but need not) be based on one or more of the Credit Improved Criteria;  provided that, if a Restricted Trading Period is in effect, (i) such Collateral Obligation satisfies at  least one of the Credit Improved Criteria or (ii) the Collateral Manager must obtain the consent of  a Majority of the Controlling Class.  “Credit Risk Criteria”:  The criteria that will be met if, with respect to any Collateral  Obligation, any of the following occur:  (a) the spread over the Reference Rate or other Eligible Loan Index for such  Collateral Obligation has been increased since the date of purchase by the Issuer by  (A) 0.25% or more (in the case of a Collateral Obligation with a spread over the applicable  reference rate selected by the Collateral Manager in the exercise of its reasonable business  judgment (prior to such increase) less than or equal to 2.00%), (B) 0.375% or more (in the  





 






  USActive 57779863.5 -22-  47427296.1  case of a Collateral Obligation with a spread over the applicable reference rate selected by  the Collateral Manager in the exercise of its reasonable business judgment (prior to such  increase) greater than 2.00% but less than or equal to 4.00%) or (C) 0.5% or more (in the  case of a Collateral Obligation with a spread over the applicable reference rate selected by  the Collateral Manager in the exercise of its reasonable business judgment (prior to such  increase) greater than 4.00%) due, in each case, to a deterioration in the related Obligor’s  financial ratios or financial results in accordance with the Underlying Documents relating  to such Collateral Obligation; or  (b) the Market Value of such Collateral Obligation has decreased by at least  2.5% of the price paid by the Issuer for such Collateral Obligation due to a deterioration in  the related Obligor’s financial ratios or financial results in accordance with the Underlying  Documents relating to such Collateral Obligation.  “Credit Risk Obligation”:  Any Collateral Obligation that, in the Collateral  Manager’s reasonable commercial judgment (which judgment shall not be called into question as  a result of subsequent events), has a significant risk of declining in credit quality or price, which  may (but need not) be based on one or more of the Credit Risk Criteria; provided that, if a  Restricted Trading Period is in effect, (i) such Collateral Obligation satisfies at least one of the  Credit Risk Criteria or (ii) the Collateral Manager must obtain the consent of a Majority of the  Controlling Class.  “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.  “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.  “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 in writing that it believes, in its reasonable business judgment, that (a) the Obligor  of such Collateral Obligation 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, (c) the Collateral  Obligation has a Market Value of at least 80% of its par value and (d) if the Debt is then rated by  S&P, (A) has an S&P Rating of at least “CCC+” and a Market Value of at least 80% of its par  





 






  USActive 57779863.5 -23-  47427296.1  value or (B) has an S&P Rating of at least “CCC” and its Market Value is at least 85% of its par  value (Market Value being determined, solely for the purposes of clauses (c) and (d), without  taking into consideration clause (iii) of the definition of the term “Market Value”).  “Current Portfolio”:  At any time, the portfolio of Collateral Obligations and  Eligible Investments representing Principal Proceeds (determined in accordance with the  assumptions in this Indenture to the extent applicable) then held by the Issuer.  “Custodial Account”:  The custodial account established pursuant to  Section 10.3(b).  “Custodian”:  The meaning specified in the first sentence of Section 3.3(a) with  respect to items of collateral referred to therein, and each entity with which an Account is  maintained, as the context may require, each of which shall be a Securities Intermediary.  “Cut-Off Date”:  Each date on or after the Closing Date on which a Collateral  Obligation is transferred to the Issuer.  “Daily Simple SOFR”:  For any day, SOFR, with the conventions for this rate  (which will include a lookback) being established by the Collateral Manager in accordance with  the conventions for this rate selected or recommended by the Relevant Governmental Body for  determining “Daily Simple SOFR” for leveraged loans; provided that, if the Collateral Manager  decides that any such convention is not administratively feasible for the Collateral Manager, then  the Collateral Manager may establish another convention in its reasonable discretion.  “Debt”:  Collectively, the Notes and the Class A-L Loans.  “Debt Interest Amount”:  With respect to any Class of Secured Debt and any  Payment Date, the amount of interest for the related Interest Accrual Period payable in respect of  each U.S.$100,000 of outstanding principal amount of such Class of Secured Debt.  “Debt Payment Sequence”:  The application, in accordance with the Priority of  Payments, of Interest Proceeds or Principal Proceeds, as applicable, in the following order:  (i) to the payment of principal of the Class A-1 Notes, the Class A-1F Notes  and the Class A-L Loans, pro rata, based on the Aggregate Outstanding Amounts thereof,  until such amounts have been paid in full;  (ii) to the payment of principal of the Class B Notes until the Class B Notes  have been paid in full;  (iii) to the payment of any (1) first, accrued and unpaid interest (excluding  Deferred Interest but including interest accrued thereon) on the Class C Notes and  (2) second, any Deferred Interest on the Class C Notes, until such amounts have been paid  in full;  (iv) to the payment of principal of the Class C Notes until the Class C Notes  have been paid in full;  





 






  USActive 57779863.5 -24-  47427296.1  (v) to the payment of any (1) first, accrued and unpaid interest (excluding  Deferred Interest but including interest accrued thereon) on the Class D Notes and  (2) second, any Deferred Interest on the Class D Notes until such amounts have been paid  in full; and  (vi) to the payment of principal of the Class D Notes until the Class D Notes  have been paid in full.  “Debtholder”:  With respect to any Debt, the Holder of such Debt as specified in  the Notes Register or the Loan Register, as applicable.  “Default”:  Any Event of Default or any occurrence that is, or with notice or the  lapse of time or both would become, an Event of Default.  “Default Rate Dispersion”:  As of any date of determination, the number obtained  by (a) summing the products for each Collateral Obligation (other than Defaulted Obligations) of  (i) the absolute value of (x) the S&P Rating Factor of such Collateral Obligation minus (y) the  S&P Weighted Average Rating Factor by (ii) the outstanding principal balance at such time of  such Collateral Obligation and (b) dividing such sum by the aggregate outstanding principal  balance on such date of all Collateral Obligations (other than Defaulted Obligations).  “Defaulted Obligation”:  Any Collateral Obligation included in the Assets as to  which:  (a) a default as to the payment of principal and/or interest has occurred and is  continuing with respect to such Collateral Obligation (without regard to any grace period  applicable thereto (except as otherwise provided in this clause (a)), or waiver or  forbearance thereof, after the passage (in the case of a default that in the Collateral  Manager’s judgment, as certified to the Trustee in writing, is not due to credit-related  causes) of five Business Days or seven calendar days, whichever is greater, but in no case  beyond the passage of any grace period applicable thereto);  (b) a default known to a Responsible Officer of the Collateral Manager as to  the payment of principal and/or interest has occurred and is continuing on another debt  obligation of the same Obligor which is senior or pari passu in right of payment to such  Collateral Obligation (without regard to any grace period applicable thereto (except as  otherwise provided in this clause (b)), or waiver or forbearance thereof, after the passage  (in the case of a default that in the Collateral Manager’s judgment, as certified to the  Trustee in writing, is not due to credit-related causes) of five Business Days or seven  calendar days, whichever is greater, but in no case beyond the passage of any grace period  applicable thereto; provided that both the Collateral Obligation and such other debt  obligation are full recourse obligations of the applicable Obligor or secured by the same  collateral);  (c) the Obligor or others have instituted proceedings to have the Obligor  adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have  not been stayed or dismissed for a period of 60 consecutive days or such Obligor has filed  for protection under Chapter 11 of the Bankruptcy Code;  





 






  USActive 57779863.5 -25-  47427296.1  (d) such Collateral Obligation has an S&P Rating of “SD” or “CC” or lower or,  in either case, had such rating immediately before such rating was withdrawn;  (e) such Collateral Obligation is pari passu in right of payment as to the  payment of principal and/or interest to another debt obligation of an Obligor which has an  S&P Rating of “SD” or “CC” or lower or, in each case, had such rating immediately before  such rating was withdrawn; provided that both the Collateral Obligation and such other  debt obligation are full recourse obligations of the applicable Obligor or secured by the  same collateral;  (f) a Responsible Officer of the Collateral Manager has received written notice  or has actual knowledge that a default has occurred under the Underlying Documents and  any applicable grace period has expired and the holders of such Collateral Obligation have  accelerated the repayment of the Collateral Obligation (but only until such acceleration has  been rescinded) in the manner provided in the Underlying Documents;  (g) the Collateral Manager has in its reasonable commercial judgment  otherwise declared such debt obligation to be a “Defaulted Obligation”;  (h) [reserved];  (i) such Collateral Obligation is a Participation Interest in a Loan that would,  if such Loan were a Collateral Obligation, constitute a “Defaulted Obligation” or with  respect to which the Selling Institution has an S&P Rating of “SD”, “D” or “CC” or lower  or had such rating before such rating was withdrawn;  (j) such Collateral Obligation is a Deferring Obligation (other than a Permitted  Deferrable Obligation); or  (k) such Collateral Obligation has, since the date it was acquired by the Issuer,  become subject to an amendment, waiver or modification that had the effect of reducing  the principal amount of such Collateral Obligation;  provided that a Collateral Obligation shall not constitute a Defaulted Obligation pursuant  to (1) clauses (b) through (e) above if such Collateral Obligation (or, in the case of a  Participation Interest, the underlying Loan) is a Current Pay Obligation (provided that the  Aggregate Principal Balance of Current Pay Obligations exceeding 5.0% of the Collateral  Principal Amount will be treated as Defaulted Obligations), (2) clauses (b), (c), (d), (e)  and (i) above if such Collateral Obligation (or, in the case of a Participation Interest, the  underlying Loan) is a DIP Collateral Obligation and (3) clause (k) if, since the effective  date of such amendment, waiver or modification, such Collateral Obligation has received  a new rating or credit estimate (or a confirmation of a prior rating or credit estimate)  assigned by S&P, which rating or credit estimate must be at least “CCC”.  Notwithstanding anything in this Indenture to the contrary, the Collateral Manager  shall give the Trustee prompt written notice should any Collateral Obligation become a Defaulted  Obligation.  Until so notified or until a Responsible Officer of the Trustee obtains or reasonably  should have obtained actual knowledge that a Collateral Obligation has become a Defaulted  





 






  USActive 57779863.5 -26-  47427296.1  Obligation, the Trustee shall not be deemed to have any notice or knowledge that a Collateral  Obligation has become a Defaulted Obligation.  “Defaulted Obligation Balance”:  For any Defaulted Obligation, the S&P Collateral  Value of such Defaulted Obligation; provided that the Defaulted Obligation Balance will be zero  if the Issuer has owned such Defaulted Obligation for more than three years after its default date.  “Deferrable Notes”:  The Class C Notes and/or the Class D Notes.  “Deferrable Obligation”:  A Collateral Obligation (including any Permitted  Deferrable Obligation) that by its terms permits the deferral or capitalization of payment of  accrued, unpaid interest.  “Deferred Interest”:  The meaning specified in Section 2.7(a).  “Deferring Obligation”:  A Deferrable Obligation that is deferring the payment of  the cash interest due thereon and has been so deferring the payment of such cash interest due  thereon (i) with respect to Collateral Obligations that have an S&P Rating of at least “BBB-”, for  the shorter of two consecutive accrual periods or one year, and (ii) with respect to Collateral  Obligations that have an S&P Rating of “BB+” or below, for the shorter of one accrual period or  six consecutive months, which deferred capitalized interest has not, as of the date of determination,  been paid in Cash.  “Delayed Drawdown Collateral Obligation”:  A Collateral Obligation that  (a) requires the Issuer to make one or more future advances to the borrower under the Underlying  Documents relating thereto, (b) specifies a maximum amount that can be borrowed on one or more  fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid  by the borrower thereunder; but any such Collateral Obligation will be a Delayed Drawdown  Collateral Obligation only until all commitments by the Issuer to make advances to the borrower  expire or are terminated or are reduced to zero.  “Deliver” or “Delivered” or “Delivery”:  The taking of the following steps:  (i) in the case of each Certificated Security (other than a Clearing Corporation  Security), Instrument and Participation Interest in which the underlying loan is represented  by an Instrument,  (a) causing the delivery of such Certificated Security or Instrument to  the Custodian by registering the same in the name of the Custodian or its affiliated  nominee or by endorsing the same to the Custodian or in blank;  (b) causing the Custodian to indicate continuously on its books and  records that such Certificated Security or Instrument is credited to the applicable  Account; and  (c) causing the Custodian to maintain continuous possession of such  Certificated Security or Instrument;  





 






  USActive 57779863.5 -27-  47427296.1  (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 or  agency or instrumentality thereof and that is maintained in book-entry records of a Federal  Reserve Bank (each such security, a “Government Security”),  (a) causing the creation of a Security Entitlement to such Government  Security by the credit of such Government Security to the securities account of the  Custodian at such Federal Reserve Bank; 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;  





 






  USActive 57779863.5 -28-  47427296.1  (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  (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 Recorder of  Deeds 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 Documents 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).  “Designated Base Rate” The quarterly reference or base rate (and, if applicable, the  methodology for calculating such reference rate) determined by the Collateral Manager (in its  commercially reasonable discretion), which may be based on the rate acknowledged as a standard  replacement in the leveraged loan market for the Term SOFR Rate by the LSTA and which may  include a modifier, as determined by the Collateral Manager, applied to a reference or base rate in  order to cause such rate to be comparable to the three month Term SOFR Rate, which modifier is  recognized or acknowledged as being the industry standard by the LSTA and which modifier may  include an addition or subtraction to such unadjusted rate.  “Designated Deposit Cap”:  The meaning specified in Section 10.3(c).  “Designated Excess Par”:  The meaning specified in Section 9.2(l).  “Designated Principal Proceeds”:  The meaning specified in Section 10.3(c).  “Designated Ramp-Up Proceeds”:  The meaning specified in Section 10.3(c).  “Determination Date”:  The last day of each Collection Period.  “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.  





 






  USActive 57779863.5 -29-  47427296.1  “Discount Obligation”:  Any Collateral Obligation forming part of the Assets which  was purchased (as determined without averaging prices of purchases on different dates) for less  than (x) 85.0% of its outstanding principal balance, if such Collateral Obligation has an S&P  Rating lower than “B-,” or (y) 80.0% of its outstanding principal balance, if such Collateral  Obligation has an S&P Rating of “B-” or higher; provided that such Collateral Obligation shall  cease to be a Discount Obligation at such time as the Market Value (expressed as a percentage of  the par amount of such Collateral Obligation) determined for such Collateral Obligation on each  day during any period of 30 consecutive days since the acquisition by the Issuer of such Collateral  Obligation, equals or exceeds 90% on each such day;  provided that:  (i) any Collateral Obligation that would otherwise be considered a Discount  Obligation, but that is purchased in accordance with the Investment Criteria with the  proceeds of a sale of a Collateral Obligation that was not a Discount Obligation at the time  of its purchase will not constitute a Discount Obligation, so long as such purchased  Collateral Obligation (A) is purchased or committed to be purchased within 15 Business  Days of such sale, (B) is purchased at a purchase price (expressed as a percentage of the  par amount of such Collateral Obligation) equal to or greater than the sale price of the sold  Collateral Obligation, (C) is purchased at a purchase price (expressed as a percentage of  the par amount of such Collateral Obligation) not less than 65.0% of its outstanding  principal balance and (D) has both (x) an S&P Rating equal to or greater than the S&P  Rating of the sold Collateral Obligation and (y) a stated maturity that is the same or shorter  than that of the sold Collateral Obligation; and  (ii) clause (i) above in this proviso shall not apply to any such Collateral  Obligation at any time on or after the acquisition by the Issuer of such Collateral Obligation  if, as determined at the time of such acquisition, such application would result in (x) the  Aggregate Principal Balance of all Collateral Obligations to which such clause (i) has been  applied since the Closing Date being more than 10.0% of the Target Initial Par Amount  and (y) the Aggregate Principal Balance of all Collateral Obligations to which such clause  (i) has been applied to exceed 5.0% of the Collateral Principal Amount as of any date of  determination.  “Dissolution Expenses”:  The amount of expenses reasonably likely to be incurred  in connection with the discharge of this Indenture, the liquidation of the Assets and the dissolution  of the Issuer, as reasonably calculated by the Collateral Manager or the Issuer, based in part on  expenses incurred by the Trustee and reported to the Collateral Manager or Issuer.  “Distribution Report”:  The meaning specified in Section 10.8(b).  “Diversity Score”:  A single number that indicates collateral concentration in terms  of both issuer and industry concentration, calculated as set forth in Schedule 3.  “Dodd-Frank Act”:  The Dodd-Frank Wall Street Reform and Consumer Protection  Act, as amended.  





 






  USActive 57779863.5 -30-  47427296.1  “Dollar” or “U.S.$”:  A dollar or other equivalent unit in such coin or currency of  the United States 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) except as provided in clause (b) or (c) below, its country of organization;  (b) if it is organized in a Tax Jurisdiction, each of such jurisdiction and the  country in which, in the Collateral Manager’s good faith estimate, a substantial portion of  its operations are located or from which a substantial portion of its revenue is derived, in  each case directly or through subsidiaries (which shall be any jurisdiction and country  known at the time of designation by the Collateral Manager to be the source of the majority  of revenues, if any, of such Obligor); or  (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; provided that, such guarantee satisfies the Domicile Guarantee  Criteria.  “Domicile Guarantee Criteria”:  The following criteria:  (i) the guarantee is one of  payment and not of collection; (ii) the guarantee provides that the guarantor agrees to pay the  guaranteed obligations on the date due and waives demand, notice and marshaling of assets;  (iii) the guarantee provides that the guarantor’s right to terminate or amend the guarantee is  appropriately restricted; (iv) the guarantee is unconditional, irrespective of value, genuineness,  validity or enforceability of the guaranteed obligations; (v) the guarantee provides that the  guarantor waives any other circumstance or condition that would normally release a guarantor  from its obligations; (vi) the guarantor also waives the right of set-off and counterclaim; (vii) the  guarantee provides that it reinstates if any guaranteed payment made by the primary obligor is  recaptured as a result of the primary obligor’s bankruptcy or insolvency and (viii) the then-current  applicable S&P guarantee criteria.  “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.  “EBITDA”:  With respect to the last four full fiscal quarters with respect to any  Collateral Obligation, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable  definition in the Underlying Documents for each such Collateral Obligation, and in any case that  “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Underlying  Documents, an amount, for the Obligor on such Collateral Obligation and any parent that is  obligated pursuant to the Underlying Documents for such Collateral Obligation (determined on a  consolidated basis without duplication in accordance with GAAP) equal to earnings from  continuing operations for such period plus (a) interest expense, (b) income taxes, (c) depreciation  and amortization for such four fiscal quarter period (to the extent deducted in determining earnings  from continuing operations for such period), (d) amortization of intangibles (including, but not  





 






  USActive 57779863.5 -31-  47427296.1  limited to, goodwill, financing fees and other capitalized costs), other noncash charges and  organization costs, (e) extraordinary losses in accordance with GAAP, (f) onetime, non-recurring  or non-cash charges consistent with the applicable compliance statements and financial reporting  packages provided by such Obligor, and (g) any other item the Collateral Manager deems to be  appropriate; provided that with respect to any Obligor for which four full fiscal quarters of  economic data are not available, EBITDA shall be determined for such Obligor based on  annualizing the economic data from the reporting periods actually available.  “Effective Date”:  The earlier to occur of (i) September 20, 2022 and (ii) the first  date on which the Collateral Manager certifies to the Trustee and the Collateral Administrator that  the Target Initial Par Condition has been satisfied.  “Effective Date Condition”:  The conditions that are satisfied if (A) in connection  with the Effective Date, the S&P CDO Monitor Test is being calculated in accordance with the  Effective Date S&P CDO Monitor Assumptions, (B) the Collateral Manager (on behalf of the  Issuer) certifies to S&P that, as of the Effective Date, the S&P CDO Monitor Test and the Target  Initial Par Condition are satisfied and (C) the Issuer causes the Collateral Manager to make  available to S&P (i) the Effective Date Report showing satisfaction of the S&P CDO Monitor Test  and the Target Initial Par Condition and (ii) the Excel Default Model Input File.  “Effective Date Report”:  The meaning specified in Section 7.18(c).  “Effective Date S&P CDO Monitor Assumptions”:  If the S&P CDO Monitor  Election Date has not occurred prior to the Effective Date, then, for purposes of determining  compliance with the S&P CDO Monitor Test in connection with the Effective Date Conditions,  the following rules of construction:  (a) the Adjusted Class Break-even Default Rate will be  calculated by excluding from the Collateral Principal Amount any amounts in the Ramp-Up  Account to be designated as Interest Proceeds after the Effective Date as described in Section  10.3(c) and (b) notwithstanding the definition thereof, the Aggregate Funded Spread of the  Collateral Obligations will be calculated without taking into account any applicable “floor” rate  specified in the related Underlying Documents.  “Effective Date Specified Tested Items”:  The Collateral Quality Test, the  Overcollateralization Ratio Tests, the Concentration Limitations and the Target Initial Par  Condition.  “Eligible Investment Required Ratings”:  With respect to any obligation, a rating  of “A-1” or better (or, in the absence of a short-term credit rating, “A+” or better) from S&P.  “Eligible Investments”:  Either Cash or any Dollar investment that, at the time it is  Delivered to the Trustee (directly or through an intermediary or bailee), (x) matures not later than  the earlier of (A) the date that is 60 days after the date of Delivery thereof and (B) the Business  Day immediately preceding the Payment Date immediately following the date of Delivery thereof  (provided that Eligible Investments issued by the Trustee or any Affiliate of the Trustee in its  capacity as a banking institution may mature on such Payment Date), and (y) is one or more of the  following obligations or securities:  





 






  USActive 57779863.5 -32-  47427296.1  (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 or any agency or instrumentality of the United States the obligations of which are  expressly backed by the full faith and credit of the United States and which 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  (including the Bank and its Affiliates) or any state thereof and subject to supervision and  examination by federal and/or state banking authorities, in each case payable within  183 days after issuance, so long as the commercial paper and/or the debt obligations of  such depository institution or trust company at the time of such investment or contractual  commitment providing for such investment have the Eligible Investment Required Ratings;  (iii) commercial paper (other than extendible commercial paper or Asset-backed  Commercial Paper) with the Eligible Investment Required Ratings and that either bears  interest or is sold at a discount from the face amount thereof and has a maturity of not more  than 183 days from its date of issuance; and  (iv) registered money market funds that have, at all times, credit ratings of  “AAAm” by S&P;  provided that (1) Eligible Investments purchased with funds in the Accounts shall be held until  maturity except as otherwise specifically provided herein and shall include only such obligations  or securities as mature (or are putable at par to the issuer thereof) no later than the earlier of 60 days  and the Business Day prior to the next Payment Date unless such Eligible Investments are issued  by the Trustee or any Affiliate of 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 or securities shall constitute Eligible Investments if (a) all, or substantially all, of the  remaining amounts payable thereunder consist of interest and not principal payments,  (b) payments with respect to such obligations or securities or proceeds of disposition are subject  to withholding taxes by any jurisdiction (other than withholding imposed 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, (c) such obligation or security is secured by real property,  (d) such obligation or security is purchased at a price greater than 100% of the principal or face  amount thereof, (e) such obligation or security is subject of a tender offer, voluntary redemption,  exchange offer, conversion or other similar action, (f) in the Collateral Manager’s judgment, such  obligation or security is subject to material non-credit related risks, (g) such obligation is a  Structured Finance Obligation, (h) such obligation or security would not, as determined by the  Issuer (or the Collateral Manager on its behalf) be treated as “cash equivalents” for the purposes  of Section __.10(c)(8)(iii)(A) of the regulations implementing the Volcker Rule and in accordance  with any applicable interpretive guidance thereunder or (i) such obligation or security has an “f,”  “r,” “p,” “pi,” “q,” “sf” or “t” subscript assigned by S&P.  Eligible Investments may include those  investments issued by or made with the Bank or an Affiliate of the Bank or for which the Bank or  the Trustee or an Affiliate of the Bank or the Trustee acts as offeror or provides services and  





 






  USActive 57779863.5 -33-  47427296.1  receives compensation; provided that such investments meet the foregoing requirements of this  definition.  “Eligible Loan Index”:  With respect to each Collateral Obligation that is a Senior  Secured Loan or a Second Lien Loan, one of the following indices as selected by the Collateral  Manager in writing delivered to the Trustee upon acquisition of such Collateral Obligation:  CS  Leveraged Loan Index (formerly CSFB Leveraged Loan Index), the Deutsche Bank Leveraged  Loan Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Banc  of America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices or any other  loan index for which the S&P Rating Condition has been obtained.  “Enforcement Event”:  The meaning specified in Section 11.1(a)(iii).  “Entitlement Order”:  The meaning specified in Section 8-102(a)(8) of the UCC.  “Equity Security”:  Any security that by its terms does not provide for periodic  payments of interest at a stated coupon rate and repayment of principal at a stated maturity and  any other security that is not eligible for purchase by the Issuer as a Collateral Obligation and is  not an Eligible Investment; it being understood that Equity Securities may not be purchased by the  Issuer but may be received by the Issuer in exchange for a Collateral Obligation or a portion thereof  in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the  Obligor thereof and thus is received in lieu of a debt previously contracted.  “ERISA”:  The United States Employee Retirement Income Security Act of 1974,  as amended.  “ERISA Restricted Notes”:  The Subordinated Notes.  “ESG Collateral Obligation”:  Any debt obligation or debt security where the  consolidated group to which the relevant obligor belongs is a group whose Primary Business  Activity is any of the following:  (i) the production of or trade in controversial weapons or the production of or  trade in components or services that have been specifically designed or designated for  military purposes for the functioning of controversial weapons;  (ii) firearms;  (iii) the manufacturing or trade in tobacco or tobacco-related products;  (iv) opioid drug manufacturing and distribution;  (v) the production of or trade in pornography, adult entertainment or  prostitution;  (vi) the extraction of thermal coal, fossils fuels from unconventional sources  (including artic drilling, tar sands, shale oil and shale gas) or other fracking activities, or  coal mining and/or coal based power generation;  





 






  USActive 57779863.5 -34-  47427296.1  (vii) the oil sands and associated pipelines industry;  (viii) upstream production of palm oil and palm fruits products;  (ix) the provision of services relating to payday lending; and  (x) the trade in endangered or protected wildlife.  “Euronext Dublin”:  The Irish Stock Exchange plc, trading as Euronext Dublin.  “EU Securitization Laws”:  The EU Securitization Regulation and together with  any supplementary regulatory technical standards, implementing technical standards and any  official guidance published in relation thereto by the European Banking Authority, the European  Insurance and Occupational Pensions Authority and the European Securities and Markets  Authority.  “EU Securitization Regulation”:  Regulation (EU) 2017/2402 of the European  Parliament and of the Council.  “EU/UK Retention Agreement”:  The agreement entered into among the Issuer, the  EU/UK Retention Holder, the Trustee, the Initial Purchaser and the Co-Placement Agent, dated on  or about the Closing Date, as may be amended or supplemented from time to time.  “EU/UK Retention Basis Amount”:  On any date of determination, an amount equal  to the Collateral Principal Amount on such date with the following adjustments:  (i) the proviso to  the definition of “Principal Balance” shall be disregarded, (ii) Defaulted Obligations shall be  included in the Collateral Principal Amount and the Principal Balances thereof shall be deemed to  equal their respective outstanding principal amounts, and (iii) any Equity Security owned by the  Issuer shall be included in the Collateral Principal Amount with a Principal Balance determined as  follows:  (a) in the case of a debt obligation or other debt security, the principal amount outstanding  of such obligation or security, (b) in the case of an equity security received upon a “debt for equity  swap” in relation to a restructuring or other similar event, the principal amount outstanding of the  debt which was swapped for the equity security and (c) in the case of any other equity security,  the nominal value thereof as determined by the Collateral Manager.  “EU/UK Retention Deficiency”:  As of any date of determination, an event which  occurs if the aggregate outstanding principal amount of Subordinated Notes held by the EU/UK  Retention Holder is less than five percent of the EU/UK Retention Basis Amount and the EU/UK  Risk Retention Requirements are not or would not be complied with as a result.  “EU/UK Retention Interest”:  The portion of Subordinated Notes, which shall not  be less than 5% of the EU/UK Retention Basis Amount that the EU/UK Retention Holder intends  to purchase on the Closing Date and is required to retain pursuant to the terms of the EU/UK  Retention Agreement.  “EU/UK Risk Retention Requirements”:  Article 6 of the applicable Securitization  Regulation, including any implementing regulation, technical standards and official guidance  related thereto.  





 






  USActive 57779863.5 -35-  47427296.1  “Euroclear”:  Euroclear Bank S.A./N.V.  “Event of Default”:  The meaning specified in Section 5.1.  “Excel Default Model Input File”:  An electronic spreadsheet file in Microsoft  Excel format to be provided to S&P, by the Collateral Manager and which file shall include the  following information (if available) with respect to each Collateral Obligation:  (a) the name of  the issuer thereof, the country of domicile of the issuer thereof and the particular issue held by the  Issuer, (b) the CUSIP, LoanX ID or other applicable identification number associated with such  Collateral Obligation, (c) the par value of such Collateral Obligation, (d) the type of issue  (including, by way of example, whether such Collateral Obligation is a Senior Secured Loan,  Second Lien Loan, Cov-Lite Loan, First-Lien Last-Out Loan, etc.), using such abbreviations as  may be selected by the Collateral Administrator, (e) a description of the index or other applicable  benchmark upon which the interest payable on such Collateral Obligation is based (including, by  way of example, fixed rate, step-up rate, zero coupon and the Term SOFR Rate) and whether such  Collateral Obligation is a Reference Rate Floor Obligation and the specified “floor” rate per annum  related thereto, (f) the coupon (in the case of a Collateral Obligation which bears interest at a fixed  rate) or the spread over the applicable index (in the case of a Collateral Obligation which bears  interest at a floating rate), (g) the S&P Industry Classification for such Collateral Obligation, (h)  the stated maturity of such Collateral Obligation, (i) the S&P Rating of such Collateral Obligation  or the issuer thereof, as applicable, (j) the trade date and settlement date of each Collateral  Obligation and (k) in the case of any purchase which has not settled, the purchase price thereof.   In addition, such file shall include a description of any Balance of Cash and other Eligible  Investments.  In respect of the file provided to S&P in connection with the Issuer’s request to S&P  to confirm its Initial Ratings of each Class of Debt pursuant to Section 7.18, such file shall include  a separate breakdown of the Aggregate Principal Balance and identity of all Collateral Obligations  with respect to which the Issuer has entered into a binding commitment to acquire but with respect  to which no settlement has occurred.  “Excepted Property”:  The meaning assigned in the Granting Clauses hereof.  “Excess CCC Adjustment Amount”:  As of any date of determination, an amount  equal to the excess, if any, of (a) the Aggregate Principal Balance of all Collateral Obligations  included in the CCC Excess; over (b) the sum of the Market Values of all Collateral Obligations  included in the CCC Excess.  “Excess Par Amount”:  The amount, as of any date of determination, equal to the  greater of (a) zero and (b)(i) the Collateral Principal Amount less (ii) the Reinvestment Target Par  Balance.  “Excess Weighted Average Coupon”:  A percentage equal as of any date of  determination to a number obtained by multiplying (a) the excess, if any, of the Weighted Average  Coupon over the Minimum Weighted Average Coupon by (b) the number obtained by dividing the  aggregate principal balance of all Fixed Rate Obligations by the aggregate principal balance of all  Floating Rate Obligations.  





 






  USActive 57779863.5 -36-  47427296.1  “Excess Weighted Average Floating Spread”:  A percentage equal as of any date  of determination to a number obtained by multiplying (a) the excess, if any, of the Weighted  Average Floating Spread over the S&P Minimum Floating Spread by (b) the number obtained by  dividing the aggregate principal balance of all Floating Rate Obligations by the aggregate principal  balance of all Fixed Rate Obligations.  “Exchange”:  The meaning specified in Section 2.12(g)(iii).  “Exchange Act”:  The United States Securities Exchange Act of 1934, as amended.  “Exercise Notice”:  The meaning specified in Section 9.7(c).  “Expense Reserve Account”:  The account established pursuant to Section 10.3(d).  “Fallback Rate”:  The rate determined by the Collateral Manager as follows:  (a) the  sum of (i) the quarterly-pay rate associated with the reference rate applicable to the largest  percentage of the floating rate Collateral Obligations (as determined by the Collateral Manager as  of the applicable Interest Determination Date) plus (ii) the average of the daily difference between  the last available three-month Term SOFR Rate and the rate determined pursuant to clause (i)  above during the 20 Business Day period immediately preceding the applicable Interest  Determination Date, as calculated by the Collateral Manager, which may consist of an addition to  or subtraction from such unadjusted rate and (b) if a rate cannot be determined using clause (a),  the Designated Base Rate.  For the avoidance of doubt, the Fallback Rate shall not be the Term  SOFR Rate; provided, further, that in no case shall the Fallback Rate be the London interbank  offered rate.  “FATCA”:  Sections 1471 through 1474 of the Code, any current or future  regulations or official interpretations thereof, any agreement entered into pursuant to Section  1471(b) of the Code, any intergovernmental agreement entered into in connection with such  sections of the Code, any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance notes or  practices adopted pursuant to any such intergovernmental agreement or any analogous provisions  of non-U.S. law.  “Federal Reserve Bank of New York’s Website”:  The website of the Federal  Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.  “Federal Reserve Board”:  The Board of Governors of the Federal Reserve System.  “Fee Basis Amount”:  As of any date of determination, the sum of (a) the Collateral  Principal Amount, (b) the Aggregate Principal Balance of all Defaulted Obligations and (c) the  aggregate amount of all Principal Financed Accrued Interest and Principal Financed Capitalized  Interest.  “Financial Asset”:  The meaning specified in Section 8-102(a)(9) of the UCC.  “Financing Statements”:  The meaning specified in Section 9-102(a)(39) of the  UCC.  





 






  USActive 57779863.5 -37-  47427296.1  “First Interest Determination End Date”:  July 20, 2022.  “First-Lien Last-Out Loan”:  A Collateral Obligation that is a Senior Secured Loan  (other than for purposes of the Concentration Limitations and the S&P Recovery Rate, for which  purposes First-Lien Last-Out Loans shall not be treated as Senior Secured Loans) that, prior to an  event of default under the applicable Underlying Documents, is entitled to receive payments pari  passu with other senior secured loans of the same Obligor and secured by the same collateral, but  following an event of default under the applicable Underlying Documents, such Collateral  Obligation becomes fully subordinated to Non-Super-Priority Senior Secured Loans of the same  Obligor and secured by the same collateral and is not entitled to any payments until such other  senior secured loans are paid in full; provided, that a Collateral Obligation will not be treated as a  First-Lien Last-Out Loan solely as a result of customary exceptions for Collateral Obligations  secured by a first-priority perfected security interest, including a Super-Priority Revolving Facility.  “Fitch”:  Fitch Ratings, Inc. and any successor in interest.  “Fitch Rating”:  As of any date of determination, the Fitch Rating of any Collateral  Obligation will be determined as follows:  (a) if Fitch has issued an issuer default rating with respect to the issuer of such  Collateral Obligation, or the guarantor which unconditionally and irrevocably guarantees  such Collateral Obligation, then the Fitch Rating will be such issuer default rating  (regardless of whether there is a published rating by Fitch on the Collateral Obligations of  such issuer held by the Issuer);  (b) if Fitch has not issued an issuer default rating with respect to the issuer or  guarantor of such Collateral Obligation but Fitch has issued an outstanding long-term  financial strength rating with respect to such issuer, the Fitch Rating of such Collateral  Obligation will be one subcategory below such rating;  (c) if a Fitch Rating cannot be determined pursuant to clause (a) or (b), but:  (i) Fitch has issued a senior unsecured rating on any obligation or  security of the issuer of such Collateral Obligation, then the Fitch Rating of such  Collateral Obligation will equal such rating; or  (ii) Fitch has not issued a senior unsecured rating on any obligation or  security of the issuer of such Collateral Obligation but Fitch has issued a senior  rating, senior secured rating or a subordinated secured rating on any obligation or  security of the issuer of such Collateral Obligation, then the Fitch Rating of such  Collateral Obligation will (x) equal such rating if such rating is “BBB-” or higher  and (y) be one subcategory below such rating if such rating is “BB+” or lower; or  (iii) Fitch has not issued a senior unsecured rating or a senior rating,  senior secured rating or a subordinated secured rating on any obligation or security  of the issuer of such Collateral Obligation but Fitch has issued a subordinated,  junior subordinated or senior subordinated rating on any obligation or security of  the issuer of such Collateral Obligation, then the Fitch Rating of such Collateral  





 






  USActive 57779863.5 -38-  47427296.1  Obligation will be (x) one subcategory above such rating if such rating is “B+” or  higher and (y) two subcategories above such rating if such rating is “B” or lower;  provided that on the Closing Date, if any rating described above is (i) on rating watch negative or  negative credit watch, the rating will be the Fitch Rating as determined above adjusted down by  one subcategory or (ii) on rating watch positive, positive credit watch or outlook negative, the  rating will not be adjusted; provided further that after the Closing Date, if any rating described  above is on rating watch negative or negative credit watch, the rating will be adjusted down by  one subcategory; provided further that the Fitch Rating may be updated by Fitch from time to time  as indicated in the “Global Rating Criteria for CLOs and Corporate CDOs” report issued by Fitch  and available at www.fitchratings.com.  For the avoidance of doubt, the Fitch Rating takes into  account adjustments for assets that are on rating watch negative or negative credit watch, as well  as negative outlook prior to determining the issue rating or in the determination of the lower of the  Moody’s and S&P public ratings.  “Fixed Rate Debt”:  Collectively, each Class of Debt that bears a fixed rate of  interest, which as of the Closing Date shall be the Class A-1F Notes.  “Fixed Rate Obligation”:  Any Collateral Obligation that bears a fixed rate of  interest.  “Floating Rate Debt”:  Collectively, each Class of Debt that bears a floating rate of  interest, which as of the Closing Date shall be each Class of Debt other than the Class A-1F Notes  and the Subordinated Notes.  “Floating Rate Obligation”:  Any Collateral Obligation that bears a floating rate of  interest.  “Flowthrough Entity”:  The meaning specified in Section 2.12(g)(i).  “GAAP”:  The meaning specified in Section 6.3(j).  “Global Note”:  Any Rule 144A Global Note or Regulation S Global Note.  “Governmental Authority”:  Whether U.S. or non-U.S., (i) any national, state,  county, municipal or regional government or quasi-governmental authority or political subdivision  thereof; (ii) any agency, regulator, arbitrator, board, body, branch, bureau, commission,  corporation, department, master, mediator, panel, referee, system or instrumentality of any such  government or quasi-government entity, or political subdivision thereof; and (iii) any court.  “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  





 






  USActive 57779863.5 -39-  47427296.1  anything that the granting party is or may be entitled to do or receive thereunder or with respect  thereto.  “Group I Country”:  The Netherlands, Australia, Japan, Singapore, New Zealand  and the United Kingdom.  “Group II Country”:  Germany, Sweden and Switzerland.  “Group III Country”:  Austria, Belgium, Denmark, Finland, France, Liechtenstein,  Luxembourg and Norway.  “Hedge Agreement”:  The meaning specified in Section 12.5.  “Highest Ranking S&P Class”:  Any Outstanding Class rated by S&P with respect  to which there is no Priority Class.  “Holder” or “holder”:  With respect to any Debt, the Person whose name appears  in the Notes Register or the Loan Register, as applicable, as the registered holder of such Debt;  except where the context otherwise requires, “holder” will include the beneficial owner of such  security.  “IAI”:  An Institutional Accredited Investor.  “IAI/QP”:  Any Person that, at the time of its acquisition, purported acquisition or  proposed acquisition of Debt is both an Institutional Accredited Investor and a Qualified  Purchaser.  “Incurrence Covenant”:  A covenant by any borrower to comply with one or more  financial covenants only upon the occurrence of certain actions of the borrower, including a debt  issuance, dividend payment, share purchase, merger, acquisition or divestiture.  “Indenture”:  This instrument as originally executed and, if from time to time  supplemented or amended by one or more indentures supplemental hereto entered into pursuant to  the applicable provisions hereof, as so supplemented or amended.  “Independent”:  As to any Person, any other Person (including, in the case of an  accountant or lawyer, a firm of accountants or lawyers, and any member thereof, or an investment  bank and any member thereof) who (i) does not have and is not committed to acquire any material  direct or any material indirect financial interest in such Person or in any Affiliate of such Person,  and (ii) is not connected with such Person as an Officer, employee, promoter, underwriter, voting  trustee, partner, manager, director or Person performing similar functions.  “Independent” when  used with respect to any accountant may include an accountant who audits the books of such  Person if in addition to satisfying the criteria set forth above, the accountant is independent with  respect to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the  American Institute of Certified Public Accountants.  For purposes of this definition, no manager,  director or independent review party of any Person will fail to be Independent solely because such  Person acts as an independent manager, independent director or independent review party thereof  or of any such Person’s affiliates.  





 






  USActive 57779863.5 -40-  47427296.1  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 Director”:  The meaning specified in Section 7.8(d).  “Independent Review Party”:  The meaning set forth in the Collateral Management  Agreement.  “Industry Diversity Measure”:  As of any date of determination, the number  obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Industry  Classification Group, obtained by dividing (i) the aggregate outstanding principal balance at such  time of all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong  to such S&P Industry Classification Group by (ii) the aggregate outstanding principal balance at  such time of all Collateral Obligations (other than Defaulted Obligations).  “Initial Purchaser”:  Wells Fargo Securities, LLC, in its capacity as initial purchaser  of the Notes under the Purchase Agreement.  “Initial Rating”:  With respect to the Secured Debt, the rating or ratings, if any,  indicated in Section 2.3.  “Institutional Accredited Investor”:  The meaning specified 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 (or, in the  case of a Re-Priced Class or a Class that is subject to Refinancing, the first Payment Date following  the Re-Pricing Date or the Refinancing, respectively), the period from and including the Closing  Date (or, in the case of (x) a Re-Pricing, the Re-Pricing Date and (y) 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 the following Payment Date until the principal of the  Debt is paid or made available for payment.  For purposes of determining any Interest Accrual  Period in the case of the Fixed Rate Debt, (i) for each Payment Date that is not a Redemption Date  or a Re-Pricing Date and other than the Stated Maturity, the Payment Date shall be assumed to be  the 20th day of the relevant month (irrespective of whether such day is a Business Day), (ii) for  any Payment Date that is a Redemption Date or a Re-Pricing Date, the Payment Date shall be the  Redemption Date or Re-Pricing Date, as applicable and (iii) for the Payment Date related to the  Stated Maturity, the Payment Date shall be assumed to be the Stated Maturity (irrespective of  whether such day is a Business Day).  “Interest Collection Subaccount”:  The account established pursuant to  Section 10.2(a).  “Interest Coverage Effective Date”:  The Determination Date immediately  preceding the second Payment Date.  





 






  USActive 57779863.5 -41-  47427296.1  “Interest Coverage Ratio”:  For any designated Class or Classes of Secured Debt,  as of any date of determination, the percentage derived from the following equation:  (A – B) / C,  where:  A = The Collateral Interest Amount as of such date of determination;  B = Amounts payable (or expected as of the date of determination to be payable)  on the following Payment Date as set forth in clauses (A) and (B) in  Section 11.1(a)(i); and  C = Interest due and payable on the Debt of such Class or Classes and each Class  of Debt that rank senior to or pari passu with such Class or Classes (excluding  Deferred Interest but including any interest on Deferred Interest with respect to the  Class C Notes and the Class D Notes) on such Payment Date.  For the purposes of calculating the Interest Coverage Ratio, the Class A Debt and  the Class B Notes shall be treated as a single Class.  “Interest Coverage Test”:  A test that is satisfied with respect to any Class or Classes  of Debt as of the Interest Coverage Effective Date and any other date thereafter on which such test  is required to be determined hereunder, if (i) the Interest Coverage Ratio for such Class or Classes  on such date is at least equal to the Required Interest Coverage Ratio for such Class or Classes or  (ii) such Class or Classes of Debt are no longer outstanding.  “Interest Determination Date”:  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:  (i) all payments of interest and delayed compensation (representing  compensation for delayed settlement) received in cash by the Issuer during the related  Collection Period on the Collateral Obligations and Eligible Investments, including the  accrued interest received in connection with a sale thereof during the related Collection  Period, less any such amount that represents Principal Financed Accrued Interest or  Principal Financed Capitalized Interest;  (ii) all principal and interest payments received by the Issuer during the related  Collection Period on Eligible Investments purchased with Interest Proceeds;  (iii) unless otherwise designated by the Collateral Manager, 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) the reduction of the par amount of the related  Collateral Obligation, as determined by the Collateral Manager with notice to the Trustee;  





 






  USActive 57779863.5 -42-  47427296.1  (iv) commitment fees and other similar fees received by the Issuer during such  Collection Period in respect of Revolving Collateral Obligations and Delayed Drawdown  Collateral Obligations;  (v) any amounts deposited in the Collection Account from the Expense Reserve  Account or the Interest Reserve Account that are designated as Interest Proceeds in the sole  discretion of the Collateral Manager pursuant hereto in respect of the related Determination  Date;  (vi) any Designated Ramp-Up Proceeds and any Designated Principal Proceeds;  and  (vii) any Designated Excess Par;  provided that:  (a) (x) any amounts received in respect of any Defaulted Obligation (including  the assets described in clause (3) in the proviso of the definition thereof) will constitute  Principal Proceeds (and not Interest Proceeds) until the aggregate of all collections in  respect of such Defaulted Obligation and, if such Defaulted Obligation is a Revolving  Collateral Obligation or a Delayed Drawdown Collateral Obligation, any amounts  transferred from the Revolver Funding Account to the Principal Collection Subaccount  with respect thereto, since it became a Defaulted Obligation equals, the outstanding  Principal Balance of such Collateral Obligation at the time it became a Defaulted  Obligation and (y) any amounts received in respect of any Restructured Loan, Equity  Security and Specified Equity Security will constitute Principal Proceeds (and not Interest  Proceeds) until the aggregate of all collections in respect of such Restructured Loan, Equity  Security or Specified Equity Security since it was received or purchased by the Issuer  equals the outstanding Principal Balance of the related Collateral Obligation or Defaulted  Obligation, as applicable, at the time the Obligor thereof underwent insolvency,  bankruptcy, reorganization, debt restructuring or workout (or, in the case of a related  Defaulted Obligation, at the time it became a Defaulted Obligation);  (b) capitalized interest shall not constitute Interest Proceeds;  (c) any amounts relating to Maturity Amendments that are required to be  treated as Principal Proceeds under this Indenture shall not constitute Interest Proceeds;  and  (d) subject to clause (a) above, any amounts (including any Sale Proceeds)  received in respect of any Workout Loan will be allocated, without duplication, (1) if  Principal Proceeds were used to acquire such Workout Loan, such amounts will constitute  Principal Proceeds until the aggregate of all recoveries in respect of such Workout Loan,  and the Collateral Obligation with respect to which such Workout Loan was acquired,  equals the sum of (i) the outstanding principal balance of such Collateral Obligation or  Defaulted Obligation, as applicable, at the time the related Workout Loan was acquired  (or, in the case of a Defaulted Obligation, at the time such Collateral Obligation became a  Defaulted Obligation), (ii) the S&P Collateral Value of such Workout Loan plus (iii) the  





 






  USActive 57779863.5 -43-  47427296.1  amount of Principal Proceeds used to acquire such Workout Loan, (2) if Interest Proceeds  were used to acquire such Workout Loan, such amounts shall (x) first, constitute Principal  Proceeds until the aggregate of all recoveries in respect of such Workout Loan equals the  S&P Collateral Value of such Workout Loan and (y) thereafter, constitute Interest Proceeds  until the aggregate amount of all collections with respect to such Workout Loan equals the  amount of Interest Proceeds used to acquire such Workout Loan and (3) in the case of any  Workout Loan acquired using amounts on deposit in the Permitted Use Account or  Contributions, such amounts shall constitute Principal Proceeds until the aggregate of all  recoveries in respect of such Workout Loan equals the S&P Collateral Value of such  Workout Loan.  Notwithstanding the foregoing, in the Collateral Manager’s sole discretion (to be  exercised on or before the related Determination Date), Interest Proceeds in any Collection Period  may be classified as Principal Proceeds provided that such designation would not result in an  interest deferral on any Class of Secured Debt.  “Interest Rate”:  With respect to each Class of Secured Debt, the per annum stated  interest rate payable on such Class with respect to each Interest Accrual Period, which rate shall  be equal to the rate specified for such Class in Section 2.3; provided that with respect to any  Interest Accrual Period during which a Re-Pricing has occurred, the applicable Interest Rate of  any Re-Priced Class shall reflect the applicable Re-Pricing Rate from, and including, the applicable  Re-Pricing Date.  “Interest Reserve Account”:  The account established pursuant to Section 10.5.  “Interest Reserve Amount”:  U.S.$0.  “Investment Criteria”:  The criteria specified in Section 12.2.  “Investor Information Services”:  Initially, Intex Solutions, Inc. and Bloomberg  Finance L.P., and thereafter any third-party vendor that compiles and provides access to  information regarding CLO transactions and is selected by the Collateral Manager (with notice to  the Trustee and the Collateral Administrator) to receive copies of the Monthly Report and  Distribution Report.  “IRS”:  The United States Internal Revenue Service.  “Issuer”:  The Person named as such on the first page of this Indenture until a  successor Person shall have become the Issuer pursuant to the applicable provisions of this  Indenture, and thereafter “Issuer” shall mean such successor Person.  “Issuer Order” and “Issuer Request”:  A written order or request (which may be a  standing order or request) dated and signed in the name of the Issuer or by an Officer of the Issuer  or, to the extent permitted herein, by the Collateral Manager by an Officer thereof, on behalf of  the Issuer.  For the avoidance of doubt, an order or request provided in an email or other electronic  communication by an Officer of the Issuer or the Collateral Manager on behalf of the Issuer shall  constitute an Issuer Order, unless the Trustee otherwise requests that such Issuer Order be in  writing.  





 






  USActive 57779863.5 -44-  47427296.1  “Junior Class”:  With respect to a particular Class of Debt, each Class of Debt that  is subordinated to such Class, as indicated in Section 2.3.  “Junior Mezzanine Notes”:  The meaning specified in Section 2.13(a).  “Knowledgeable Employee”:  Any “knowledgeable employee” as defined in Rule  3c-5 under the Investment Company Act.  “Lien”:  Any grant of a security interest in, mortgage, deed of trust, pledge,  hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),  preference, priority or other security agreement or preferential arrangement of any kind or nature  whatsoever, including, without limitation, any conditional sale or other title retention agreement,  and any financing lease having substantially the same economic effect as any of the foregoing  (including any UCC financing statement or any similar instrument filed against a Person’s assets  or properties).  “Limited Liability Company Agreement”:  The Issuer’s limited liability company  agreement, as may be amended from time to time.  “Listed Debt”:  Each Class of Debt specified as such in Section 2.3.  “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 Agent”:  U.S. Bank Trust Company, National Association, as loan agent  under the Class A-L Loan Agreement, and any successor thereto.  “Loan Register”:  The register of Holders of the Class A-L Loans maintained by  the Loan Agent pursuant to the Class A-L Loan Agreement and provided to the Trustee.  “Loan Registrar”:  U.S. Bank Trust Company, National Association, as loan  registrar under the Class A-L Loan Agreement, and any successor thereto.  “Long Dated Obligation”:  A Collateral Obligation, the stated maturity date of  which is extended to occur after the Stated Maturity pursuant to an amendment or modification of  its terms following its acquisition by the Issuer; provided that in determining the scheduled  distributions on any Collateral Obligation occurring after the Stated Maturity of the Secured Debt,  such Collateral Obligation will be deemed to have a maturity and amortization schedule based on  zero unscheduled prepayments.  “LSTA”:  The Loan Syndications and Trading Association®.  “Maintenance Covenant”:  A covenant by any borrower to comply with one or more  financial covenants (including without limitation any covenant relating to a borrowing base, asset  valuation or similar asset-based requirement) during each reporting period, whether or not such  borrower has taken any specified action; provided that a covenant which otherwise satisfies the  definition hereof but only applies when amounts are outstanding under the related loan shall  constitute a Maintenance Covenant.  





 






  USActive 57779863.5 -45-  47427296.1  “Mandatory Redemption”:  A redemption of the Debt in accordance with  Section 9.1.  “Majority”:  With respect to any Class or Classes of Debt, the Holders of more than  50% of the Aggregate Outstanding Amount of the Debt 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”:  With respect to any loans or other assets, the amount (determined  by the Collateral Manager) equal to the product of the outstanding principal balance thereof and  the price (expressed as a percentage of par) determined in the following manner:  (i) the bid price determined by the Loan Pricing Corporation, LoanX Inc. or  Markit Group Limited; or  (ii) if a price described in clause (i) is not available,  (a) the average of the bid prices determined by three broker-dealers  active in the trading of such asset that are Independent (without giving effect to the  last sentence in the definition thereof) from each other and the Issuer and the  Collateral Manager;  (b) if only two such bids can be obtained, the lower of the bid prices of  such two bids; or  (c) if only one such bid can be obtained, and such bid was obtained from  a Qualified Broker/Dealer (which Qualified Broker/Dealer is Independent (without  giving effect to the last sentence in the definition thereof) from the Issuer and the  Collateral Manager), such bid; or  (iii) if a value cannot be obtained by the Collateral Manager exercising  reasonable efforts pursuant to the means contemplated by clauses (i) or (ii), the value  (determined as the bid side market value) of such Collateral Obligation as reasonably  determined by the Collateral Manager (so long as the Collateral Manager is a Registered  Investment Adviser) consistent with the Collateral Manager Standard and certified by the  Collateral Manager to the Collateral Administrator and the Trustee; provided, that solely  with respect to the calculation of the CCC Excess and the Excess CCC Adjustment  Amount, the Market Value of each CCC Collateral Obligation shall be the lower of (x) the  amount calculated in accordance with this clause (iii) and (y) the higher of (I) 70%  multiplied by the outstanding principal balance of such Collateral Obligation and (II) if  such valuation has been provided, the value determined by an Independent third-party;  provided further, that if such Collateral Obligation has a public rating from S&P, the  Market Value of such Collateral Obligation for a period of 30 days after such date of  determination shall be the lower of:  





 






  USActive 57779863.5 -46-  47427296.1  (a) the bid side market value thereof as reasonably determined by the  Collateral Manager consistent with the Collateral Manager Standard and certified  by the Collateral Manager to the Collateral Administrator and the Trustee; and  (b) the higher of (I) 70% multiplied by the outstanding principal balance  of such Collateral Obligation and (II) if such valuation has been provided, the value  determined by an Independent third-party,  and, if such Collateral Obligation has a public rating from S&P and  if a value cannot be obtained by the Collateral Manager exercising  reasonable efforts pursuant to the means contemplated by clauses (i) or (ii),  following such 30-day period, the Market Value of such Collateral  Obligation shall be zero; or  (iv) if the Market Value of an asset is not determined in accordance with  clause (i), (ii) or (iii) above, then such Market Value shall be deemed to be zero (or, with  respect to clause (iii) above, the value determined by the Collateral Manager in accordance  with the valuation policies that it applies to similar assets it holds for its own account) until  such determination is made in accordance with clause (i), (ii) or (iii) above.  “Master Transfer Agreement”:  That certain loan sale and contribution agreement  dated as of the Closing Date, between the Collateral Manager, as seller, and the Issuer, as  purchaser, as amended, modified or supplemented from time to time.  “Material Covenant Default”:  A default by an Obligor with respect to any  Collateral Obligation, and subject to any grace periods contained in the related Underlying  Document, that gives rise to the right of the lender(s) thereunder to accelerate the principal of such  Collateral Obligation.  “Maturity”:  With respect to any Debt, the date on which the unpaid principal of  such Debt becomes due and payable as therein or herein provided, whether at the Stated Maturity  or by declaration of acceleration, call for redemption or otherwise.  “Maturity Amendment”:  With respect to any Collateral Obligation, any waiver,  modification, amendment or variance that would extend the stated maturity date of such Collateral  Obligation.  For the avoidance of doubt, a waiver, modification, amendment or variance that would  extend the stated maturity date of the credit facility of which a Collateral Obligation is part, but  would not extend the stated maturity date of the Collateral Obligation held by the Issuer, does not  constitute a Maturity Amendment.  “Measurement Date”:  (i) Any day on which a purchase of a Collateral Obligation  occurs, (ii) any Determination Date, (iii) the date as of which the information in any Monthly  Report prepared hereunder is calculated, (iv) with five Business Days’ prior written notice to the  Issuer, the Collateral Manager, the Collateral Administrator and the Trustee, any Business Day  requested by S&P and (v) the Effective Date.  “Member State”:  Any member state of the European Union.  





 






  USActive 57779863.5 -47-  47427296.1  “Merging Entity”:  The meaning specified in Section 7.10.  “Minimum Denomination”:  With respect to (x) the Debt (other than the  Subordinated Notes), U.S.$250,000 and integral multiples of U.S.$1 in excess thereof and (y) the  Subordinated Notes, U.S.$1,000,000 and integral multiples of U.S.$1 in excess thereof.  “Minimum Floating Spread Test”:  The test that will be satisfied on any date of  determination if the Weighted Average Floating Spread plus the Excess Weighted Average  Coupon equals or exceeds the S&P Minimum Floating Spread.  “Minimum Weighted Average Coupon”:  (i) If any of the Collateral Obligations  are Fixed Rate Obligations, 7.0% and (ii) otherwise, 0.0%.  “Minimum Weighted Average Coupon Test”:  The test that will be satisfied on any  date of determination as of which the Collateral Obligations include any Fixed Rate Obligations if  the Weighted Average Coupon plus the Excess Weighted Average Floating Spread equals or  exceeds the Minimum Weighted Average Coupon.  “Minimum Weighted Average S&P Recovery Rate Test”:  The test that will be  satisfied on any date of determination on and after the S&P CDO Monitor Election Date if the  Weighted Average S&P Recovery Rate for the Highest Ranking S&P Class equals or exceeds the  S&P CDO Monitor Recovery Rate of such Class of Secured Debt selected by the Collateral  Manager in connection with the definition of “S&P CDO Monitor”.  “Money”:  The meaning specified in Section 1-201(24) of the UCC.  “Monthly Report”:  The meaning specified in Section 10.8(a).  “Monthly Report Determination Date”:  The meaning specified in Section 10.8(a).  “Moody’s”:  Moody’s Investors Service, Inc. and any successor thereto.  “Moody’s Rating”:  With respect to any Collateral Obligation, the rating  determined pursuant to Schedule 3 hereto.  “Non-Call Period”:  The period from the Closing Date to but excluding May 20,  2024.  “Non-Emerging Market Obligor”:  An Obligor that is Domiciled in (a) the United  States or (b) any other country that has a foreign currency government bond rating of at least “AA”  by S&P.  “Non-Permitted ERISA Holder”:  The meaning specified in Section 2.11(c).  “Non-Permitted Holder”:  The meaning specified in Section 2.11(b).  “Non-Super-Priority Senior Secured Loan”:  A Senior Secured Loan other than a  revolving credit facility that is customarily referred to as super-priority revolver.  





 






  USActive 57779863.5 -48-  47427296.1  “Note Register”:  The meaning specified in Section 2.5(a).  “Note Registrar”:  The meaning specified in Section 2.5(a).  “Notes”:  Collectively, the Class A-1 Notes, the Class A-1F Notes, the Class B  Notes, the Class C Notes, the Class D Notes and the Subordinated Notes authorized by, and  authenticated and delivered under, this Indenture (as specified in Section 2.3) together with any  additional Notes issued pursuant to and accordance with this Indenture.  “NRSRO”:  Any nationally-recognized statistical rating organization, other than  S&P.  “NRSRO Certification”:  A certification executed by an 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(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.  “Obligor”:  With respect to any Collateral Obligation, any Person or Persons  obligated to make payments pursuant to or with respect to such Collateral Obligation, including  any guarantor thereof, but excluding, in each case, any such Person that is an obligor or guarantor  that is in addition to the primary obligors or guarantors with respect to the assets, cash flows or  credit on which the related Collateral Obligation is principally underwritten.  “Obligor Diversity Measure”:  As of any date of determination, the number  obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each Obligor, obtained  by dividing (i) the aggregate outstanding principal balance at such time of all Collateral  Obligations (other than Defaulted Obligations) issued by such Obligor by (ii) the aggregate  outstanding principal balance at such time of all Collateral Obligations (other than Defaulted  Obligations).  “Offer”:  The meaning specified in Section 10.9(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 (or, with respect to the Issuer, any director), the President, any Vice President, the  Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of such entity and  (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.  “Opinion of Counsel”:  A written opinion addressed to the Trustee, the Issuer, if  applicable, and, if required by the terms hereof, S&P, in form and substance reasonably  satisfactory to the Trustee (and, if so addressed, S&P), 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  





 






  USActive 57779863.5 -49-  47427296.1  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, S&P) or shall  state that the Trustee (and, if required by the terms hereof, S&P) shall be entitled to rely thereon.  “Optional Redemption”:  A redemption of the Debt in accordance with Section 9.2.  “Other Plan Law”:  Any state, local, other federal or non-U.S. laws or regulations  that are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or  Section 4975 of the Code.  “Outstanding”:  With respect to the Debt or the Debt of any specified Class, as of  any date of determination, all of the Debt or all of the Debt of such Class, as the case may be,  theretofore authenticated and delivered under this Indenture (or, with respect to the Class A-L  Loans, incurred under the Class A-L Loan Agreement), except:  (i) (x) Notes theretofore canceled by the Notes Registrar or delivered to the  Notes Registrar for cancellation in accordance with the terms of Section 2.9 hereof and  (y) Class A-L Loans canceled by the Loan Agent or delivered to the Loan Agent for  cancellation in accordance with the Class A-L Loan Agreement;  (ii) Debt 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 for the Holders of such Debt pursuant to Section 4.1(a)(ii) hereof or the Class  A-L Loan Agreement, as applicable; provided that if such Debt 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);  (iv) (x) Notes alleged to have been mutilated, destroyed, lost or stolen for which  replacement Notes have been issued as provided in Section 2.6 and (y) loan notes, if any,  signed by the Issuer in its capacity as borrower under the Class A-L Loan Agreement and  delivered to Class A-L Lenders that are alleged to have been lost or destroyed for which  replacement Class A-L Loan notes have been issued as provided in the Class A-L Loan  Agreement; and  (v) Class A-L Loans repaid, redeemed or converted into Class A-1 Notes  pursuant to the terms hereof and of the Class A-L Loan Agreement.  provided that in determining whether the Holders of the requisite Aggregate Outstanding Amount  have given any request, demand, authorization, direction, notice, consent or waiver hereunder,  





 






  USActive 57779863.5 -50-  47427296.1  (a) Debt owned by the Issuer or (only in the case of a vote on (x) the removal of the Collateral  Manager for “cause” and (y) the waiver of any event constituting “cause”) Debt owned by the  Collateral Manager, the Sub-Advisor, an Affiliate thereof, or an account, fund, client or portfolio  established and controlled by the Collateral Manager the Sub-Advisor, or an Affiliate thereof or  for which the Collateral Manager, the Sub-Advisor, or an Affiliate thereof acts as the investment  adviser or with respect to which it, the Sub-Advisor or an Affiliate exercises discretionary authority  shall be disregarded and deemed not to be Outstanding; provided that such disregarded Debt shall  not include any Debt held by an entity managed by the Collateral Manager, the Sub-Advisor or an  Affiliate thereof if such entity has retained discretionary voting authority over matters in  connection with which such Debt would be disregarded for purposes of determining whether the  holders of the requisite Aggregate Outstanding Amount of Debt have given any request, demand,  authorization, direction, notice, consent or waiver under this Indenture or the Collateral  Management Agreement, except that, in determining whether the Trustee or the Loan Agent, as  applicable, shall be protected in relying upon any such request, demand, authorization, direction,  notice, consent or waiver, only Debt that a Trust Officer of the Trustee or the Loan Agent, as  applicable, actually knows to be so owned shall be so disregarded and (b) Debt 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 or the Loan Agent, as applicable, the pledgee’s right so to  act with respect to such Debt and that the pledgee is not one of the Persons specified above.  “Overcollateralization Ratio”:  With respect to any specified Class or Classes of  Secured Debt as of any date of determination, the percentage derived from:  (i) the Adjusted  Collateral Principal Amount on such date divided by (ii) the Aggregate Outstanding Amount on  such date of the Debt of such Class or Classes (including, in the case of the Class C Notes and the  Class D Notes, any accrued Deferred Interest that remains unpaid), and each Priority Class of Debt.   For the purposes of calculating the Overcollateralization Ratio, the Class A Debt and the Class B  Notes shall be treated as a single Class.  “Overcollateralization Ratio Test”:  A test that is satisfied with respect to any Class  or Classes of Debt as of the Effective Date (and any other date thereafter on which such test is  required to be determined hereunder), if (i) the Overcollateralization Ratio for such Class or  Classes on such date is at least equal to the Required Overcollateralization Ratio for such Class or  Classes or (ii) such Class or Classes of Debt is no longer outstanding.  “Partial Refinancing Interest Proceeds”:  In connection with a Refinancing of one  or more Classes of Secured Debt, 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 Redemption Date (or, in the case of a Refinancing occurring on a date other than  a Payment Date, 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 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”:  A 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 loan would constitute a Collateral Obligation were it acquired directly, (ii) the Selling  





 






  USActive 57779863.5 -51-  47427296.1  Institution 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 Selling Institution holds  in the loan or commitment that is the subject of the participation, (v) the entire purchase price for  such participation is paid in full at the time of its acquisition (or, in the case of a participation in a  Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, at the time of the  funding of such loan) without the benefit of financing from the Selling Institution or its affiliates,  (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 LSTA, 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.  “Partnership Tax Audit Rules”:  The meaning specified in Section 7.17(m).  “Partnership Representative”:  The meaning specified in Section 7.17(f).  “Paying Agent”:  Any Person authorized by the Issuer to pay the principal of or  interest on any Debt 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”:  (a) The 20th day of January, April, July and October of each year  (or, if such day is not a Business Day, then the next succeeding Business Day), commencing on  the Payment Date in October 2022, except that the final scheduled Payment Date (subject to any  earlier redemption or payment of the Debt) shall be the Payment Date in April 2034, and (b) any  other date not specified in clause (a) that is a Redemption Date in connection with a redemption  of the Secured Debt in whole but not in part; provided that, at any time there is no Secured Debt  Outstanding, Payment Dates shall be on such dates as determined by the Collateral Manager in its  reasonable discretion (as acceptable to the Trustee and with five Business Days’ prior written  notice to the Trustee but in no event less frequently than quarterly).  “PBGC”:  The United States Pension Benefit Guaranty Corporation.  “Permitted Deferrable Obligation”:  Any Deferrable Obligation that (or the  Underlying Document of which) carries a current cash pay interest rate of not less than (a) in the  case of a Floating Rate Obligation, the Reference Rate plus 1.0% per annum or (b) in the case of  a Fixed Rate Obligation, the zero-coupon swap rate in a fixed/floating interest rate swap with a  term equal to five years.  “Permitted Liens”:  With respect to the Assets:  (i) security interests, liens and other  encumbrances created pursuant to the Transaction Documents, (ii) with respect to agented  Collateral Obligations, security interests, liens and other encumbrances in favor of the lead agent,  the collateral agent or the paying agent on behalf of all holders of indebtedness of such Obligor  under the related facility, (iii) with respect to any Equity Security, any security interests, liens and  other encumbrances granted on such Equity Security to secure indebtedness of the related Obligor  





 






  USActive 57779863.5 -52-  47427296.1  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 Offer”:  An Offer (i) pursuant to the terms of which the offeror offers to  acquire a debt obligation (including a Collateral Obligation) in exchange for consideration  consisting solely of Cash in an amount equal to or greater than the full face amount of such debt  obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has  determined in its reasonable commercial judgment that the offeror has sufficient access to  financing to consummate the Offer.  “Permitted Use”:  With respect to (a) the proceeds of an additional issuance of  additional Subordinated Notes and/or Junior Mezzanine Notes designated for a Permitted Use, (b)  any amounts designated for deposit into the Permitted Use Account pursuant to Section 11.1(a)(i)  or (c) any Contribution received into the Permitted Use Account, any of the following:  (i) except with respect to any Contribution deposited into the Permitted Use  Account, the transfer of the applicable portion of such amount to the Interest Collection  Subaccount for application as Interest Proceeds;  (ii) the transfer of the applicable portion of such amount to the Principal  Collection Subaccount for application as Principal Proceeds;  (iii) to designate such amount as Refinancing Proceeds for use in connection  with a Refinancing;  (iv) the transfer of the applicable portion of such amount to pay any costs or  expenses associated with a Refinancing, a Re-Pricing or an additional issuance of Debt;  (v) the purchase of Collateral Obligations, Restructured Loans, Workout Loans  or Specified Equity Securities;  (vi) the purchase of securities or other obligations resulting from the exercise of  an option, warrant, right of conversion or similar right, in each case, received in connection  with a workout or restructuring of a Collateral Obligation, in accordance with the  documents governing any Equity Security without regard to the Investment Criteria and to  make any payments required in connection with a workout or restructuring of a Collateral  Obligation provided that the Collateral Manager certifies to the Trustee and the Loan Agent  (which certification will be deemed to be provided upon delivery of an issuer order in  respect of such exercise) that in its reasonable business judgment, exercising the option,  warrant, right of conversion or similar right is necessary for the Issuer to realize the value  of the workout or restructuring of the Collateral Obligation with respect to which such  instrument was received; and  (vii) subject to the limitation described in clause (i) above, for any other use of  funds permitted hereunder, in each case subject to the limitations set forth herein;  





 






  USActive 57779863.5 -53-  47427296.1  provided, that once funds in the Permitted Use Account have been designated for a particular  Permitted Use, such designation may not be changed.  “Permitted Use Account”:  The account established pursuant to Section 10.3(e).  “Person”:  An individual, corporation (including a business trust), partnership,  limited liability company, joint venture, association, joint stock company, statutory trust, trust  (including any beneficiary thereof), unincorporated association or government or any agency or  political subdivision thereof.  “Portfolio Company”:  Any company that is controlled by the Collateral Manager,  an Affiliate thereof, or an account, fund, client or portfolio established and controlled by the  Collateral Manager or an Affiliate thereof.  “Post-Reinvestment Period Settlement Obligation”:  The meaning specified in  Section 12.2(a).  “Primary Business Activity”:  In relation to a consolidated group of companies, for  the purposes of determining whether a debt obligation or debt security is an ESG Collateral  Obligation, where such group derives more than 50% of its revenues from the relevant business,  trade or production (as applicable) at the time of purchase of the ESG Collateral Obligation, as  determined by the Collateral Manager.  “Principal Balance”:  Subject to Section 1.3, with respect to (a) any Asset other  than a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date  of determination, the outstanding principal amount of such Asset (excluding any capitalized  interest) and (b) any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation,  as of any date of determination, the outstanding principal amount of such Revolving Collateral  Obligation or Delayed Drawdown Collateral Obligation (excluding any capitalized interest), plus  (except as expressly set forth herein) any undrawn commitments that have not been irrevocably  reduced or withdrawn with respect to such Revolving Collateral Obligation or Delayed Drawdown  Collateral Obligation; provided that for all purposes the Principal Balance of (1) any Restructured  Loan, Equity Security or Specified Equity Security or interest only strip shall be deemed to be zero  and (2) any Defaulted Obligation that is not sold or terminated within three years after becoming  a Defaulted Obligation shall be deemed to be zero.  “Principal Collection Subaccount”:  The account established pursuant to  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 Financed Capitalized Interest”:  The amount of Principal Proceeds, if  any, applied towards the purchase of capitalized interest on a Permitted Deferrable 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  





 






  USActive 57779863.5 -54-  47427296.1  Interest Proceeds, Refinancing Proceeds or Partial Refinancing 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 Debt, each Class of Debt  that ranks senior to such Class, as indicated in Section 2.3.  “Priority of Partial Refinancing Proceeds”:  The meaning specified in  Section 11.1(a)(iv).  “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.  “Proceeds”:  The aggregate of Interest Proceeds and Principal Proceeds.  “Proposed Portfolio”:  The portfolio of Collateral Obligations and Eligible  Investments resulting from the proposed purchase, sale, maturity or other disposition of a  Collateral Obligation or a proposed reinvestment in an additional Collateral Obligation, as the case  may be.  “Purchase Agreement”:  The purchase and placement agreement dated as of April  22, 2022 entered into among the Issuer, Wells Fargo Securities, LLC, as initial purchaser, and  NatWest Markets Plc, as co-placement agent, as amended from time to time in accordance with  the terms thereof.    “QIB”:  A Qualified Institutional Buyer.  “QIB/QP”:  Any Person that, at the time of its acquisition, purported acquisition or  proposed acquisition of Debt is both a Qualified Institutional Buyer and a Qualified Purchaser.  “QP”:  A Qualified Purchaser.  “Qualified Broker/Dealer”:  Any of Antares Capital; Ares Capital Corporation;  Bank of America/Merrill Lynch; The Bank of Montreal; The Bank of New York Mellon; Barclays  Bank plc; BNP Paribas; Broadpoint Securities; Calyon; Canadian Imperial Bank of Commerce;  Capital One; Citibank, N.A.; Credit Agricole S.A.; Credit Suisse; Deutsche Bank AG; Dresdner  Bank AG; Goldman Sachs & Co.; Golub Capital; Guggenheim; HSBC Bank; Imperial  Capital LLC; Jefferies & Company, Inc.; JPMorgan Chase Bank, N.A.; KeyBank National  Association; Lloyds TSB Bank; Madison Capital; Merrill Lynch, Pierce, Fenner & Smith  Incorporated; Morgan Stanley & Co.; Natixis; Northern Trust Company; NXT Capital, Inc.; Royal  Bank of Canada; The Royal Bank of Scotland plc; Société Générale; SunTrust Banks, Inc.; The  Toronto-Dominion Bank; UBS AG; U.S. Bank National Association; and Wells Fargo Bank,  National Association.  “Qualified Institutional Buyer”:  The meaning specified in Rule 144A under the  Securities Act.  





 






  USActive 57779863.5 -55-  47427296.1  “Qualified Purchaser”:  The meaning specified in Section 2(a)(51) of the 1940 Act  and Rule 2a51-2 or 2a51-3 under the 1940 Act.  “Ramp-Up Account”:  The account established pursuant to Section 10.3(c).  “Record Date”:  With respect to the Global Notes the Business Day before the  applicable Payment Date and with respect to the Certificated Notes, the date 15 days prior to the  applicable Payment Date.  “Redemption Date”:  Any Business Day specified for a redemption of Debt  pursuant to Section 9.2 or any Payment Date specified for a Tax Redemption of the Debt pursuant  to Section 9.3, and in each case, with respect to the Class A-L Loans as specified pursuant to the  Class A-L Loan Agreement.  “Redemption Price”:  (a) For any Secured Debt to be redeemed or re-priced  (x) 100% of the Aggregate Outstanding Amount of such Secured Debt, plus (y) accrued and  unpaid interest thereon (including defaulted interest and interest thereon and, in the case of a Class  C Note and Class D Note, Deferred Interest and interest on any accrued and unpaid Deferred  Interest) to the Redemption Date or Re-Pricing Date, as applicable, and (b) for each Subordinated  Note, (i) if such Subordinated Note is being redeemed in connection with a liquidation of the  Assets, its proportional share (based on the outstanding principal amount of such Subordinated  Notes) of the amounts distributed with respect to the Subordinated Notes pursuant to the Priority  of Payments on the Payment Date that is the Redemption Date therefor after redemption or  repayment of the Secured Debt in full and after payment in full of (and/or creation of a reserve for)  all fees, expenses and indemnities of the Issuer (including, without limitation, any Collateral  Management Fees) and (ii) if such Subordinated Note is being redeemed upon the occurrence of a  Refinancing of all of the Secured Notes, its proportional share (based on the outstanding principal  amount of such Subordinated Notes) of the price, as determined by the Collateral Manager on or  about the date of a Refinancing, equal to the following:  (a) amounts on deposit in the Principal  Collection Subaccount, the Interest Collection Subaccount and the Revolver Funding Account  immediately prior to such Refinancing plus (b) an amount equal to the sum of the products of (x)  the average of the “bid” and “ask” price for each Collateral Obligation held by the Issuer (as  determined in the sole discretion of the Collateral Manager) and (y) the principal balance of each  such Collateral Obligation (excluding solely for purposes of this definition the unfunded  commitments under any Revolving Collateral Obligation or Delayed Drawdown Collateral  Obligation) plus (c) an amount equal to the sum of the products of (x) the average of the “bid” and  “ask” price of each Revolving Collateral Obligation and Delayed Drawdown Collateral Obligation  minus 100% and (y) the unfunded commitments under each Revolving Collateral Obligation and  Delayed Drawdown Collateral Obligation plus (d) an amount equal to the accrued interest on the  Collateral Obligations (other than Defaulted Obligations) held by the Issuer immediately prior to  such Refinancing plus (e) the sum of the “fair market values” (as determined in the sole discretion  of the Collateral Manager) of each Asset not included in clauses (a) through (d) above minus (f)  the Redemption Prices of the Secured Notes minus (g) any fees and expenses incurred in  connection with such Refinancing and the associated supplemental indenture that are allocable to  the redemption of the applicable Debt as determined by the Collateral Manager; provided that, in  connection with any Tax Redemption, Clean-Up Call Redemption or Optional Redemption of the  Secured Debt in whole, Holders of 100% of the Aggregate Outstanding Amount of any Class of  





 






  USActive 57779863.5 -56-  47427296.1  Secured Debt may elect to receive less than 100% of the Redemption Price that would otherwise  be payable to the Holders of such Class of Secured Debt by notifying the Trustee, the Loan Agent  (if applicable) and the Issuer in writing prior to such Redemption Date or Re-Pricing Date, as  applicable, of such election.  “Reference Rate”:  (a) Initially the Term SOFR Rate, (b) following a Benchmark  Replacement Date, a Benchmark Replacement Rate or (c) if the Reference Rate cannot be  determined pursuant to clause (a) or (b) above, the Fallback Rate; provided that if the Reference  Rate with respect to the Floating Rate Debt is less than 0%, such rate shall be deemed equal to 0%  with respect to the Floating Rate Debt; provided further, that if at any time when the Fallback Rate  is effective the Collateral Manager notifies the Issuer, the Trustee, the Loan Agent and the  Calculation Agent that any Benchmark Replacement Rate can be determined by the Collateral  Manager, then such Benchmark Replacement Rate shall be the Reference Rate commencing with  the Interest Accrual Period immediately succeeding the Interest Accrual Period during which the  Collateral Manager provides such notification.  Notwithstanding anything herein to the contrary,  if at any time while any Floating Rate Debt is outstanding, a Benchmark Transition Event and its  related Benchmark Replacement Date have occurred with respect to the then-current Reference  Rate, then the Collateral Manager shall provide notice of such event to the Issuer, the Loan Agent,  the Calculation Agent and the Trustee (which notice the Trustee shall forward to the Holders and  post to its website) and shall cause the then current Reference Rate to be replaced with an  Alternative Rate proposed by the Collateral Manager pursuant to a Reference Rate Amendment.  With respect to any Collateral Obligation, when used in the context of such Collateral Obligation,  “Reference Rate” means the London interbank offered rate, the forward-looking rate based on  SOFR or the applicable benchmark rate currently in effect for such Collateral Obligation and  determined in accordance with the related Underlying Instrument.  “Reference Rate Amendment”:  The meaning specified in Section 8.1(xxiii).  “Reference Rate Floor Obligation”:  As of any date of determination, a Floating  Rate Obligation (a) the interest in respect of which is paid based on the Reference Rate and (b) that  provides that such rate is (in effect) calculated as the greater of (i) a specified “floor” rate per  annum and (ii) the Reference Rate for the applicable interest period for such Collateral Obligation.  “Refinancing”:  A loan or an issuance of replacement securities, whose terms in  each case will be negotiated by the Issuer or, upon request of the Issuer, by the Collateral Manager  on behalf of the Issuer, from one or more financial institutions or purchasers to refinance the Debt  in connection with an Optional Redemption.  “Refinancing Obligation”:  Each loan or replacement security issued in connection  with a Refinancing.  “Refinancing Proceeds”:  The net Cash proceeds from a Refinancing.  “Regional Diversity Measure”:  As of any date of determination, the number  obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Region  Classification, obtained by dividing (i) the aggregate outstanding principal balance at such time of  all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong to  





 






  USActive 57779863.5 -57-  47427296.1  such S&P Region Classification by (ii) the aggregate outstanding principal balance at such time  of all Collateral Obligations (other than Defaulted Obligations).  “Register”:  The Loan Register and/or the Notes Register, as applicable.  “Registered”:  In registered form for U.S. federal income tax purposes.  “Registered Investment Adviser”:  A Person duly registered as an investment  adviser in accordance with and pursuant to Section 203 of the Investment Advisers Act of 1940,  as amended.  “Regulation S”:  Regulation S, as amended, under the Securities Act.  “Regulation S Global Note”:  The meaning specified in Section 2.2(b)(i).  “Reinvestment Period”:  The period from and including the Closing Date to and  including the earliest of (i) the Payment Date occurring in April 2026, (ii) the date of the  acceleration of the Maturity of any Class of Debt pursuant to Section 5.2 and (iii) the date on which  the Collateral Manager delivers written notice to the Trustee, the Loan Agent and S&P that it has  reasonably determined that it can no longer reinvest in additional Collateral Obligations in  accordance with the terms hereof or the Collateral Management Agreement.  The Reinvestment  Period may be reinstated in the case of clause (ii) and (iii) above, with the consent of the Collateral  Manager, upon written notice to S&P, and, in the case of a reinstatement following a termination  under clause (ii), (x) such acceleration has been subsequently rescinded and (y) no other event that  would terminate the Reinvestment Period has occurred and is continuing.  “Reinvestment Target Par Balance”:  As of any date of determination, the Target  Initial Par Amount minus (i) the amount of any reduction in the Aggregate Outstanding Amount  of the Debt through the payment of Principal Proceeds plus (ii) the Aggregate Outstanding Amount  of any additional Debt issued under and in accordance with Sections 2.13 and 3.2 or incurred in  accordance with the Class A-L Loan Agreement, as applicable, or, if greater, the aggregate amount  of Principal Proceeds that result from the issuance of such additional Debt.  “Relevant Governmental Body”:  The Federal Reserve Board and/or the Federal  Reserve Bank of New York, or a committee officially endorsed or convened by the Federal  Reserve Board and/or the Federal Reserve Bank of New York, including the ARRC or any  successor thereto.  “Re-Priced Class”:  The meaning specified in Section 9.7(a).  “Re-Pricing”:  The meaning specified in Section 9.7(a).  “Re-Pricing Date”:  The meaning specified in Section 9.7(b).  “Re-Pricing Eligible Debt”:  With respect to any Class of Debt, the Debt specified  as such in Section 2.3.  “Re-Pricing Intermediary”:  The meaning specified in Section 9.7(a).  





 






  USActive 57779863.5 -58-  47427296.1  “Re-Pricing Rate”:  The meaning specified in Section 9.7(b)(i).  “Required Interest Coverage Ratio”:  (a) For the Class A Debt and the Class B  Notes, 120.0%, (b) for the Class C Notes, 110.0% and (c) for the Class D Notes, 105.0%.  “Required Overcollateralization Ratio”:  (a) For the Class A Debt and the Class B  Notes, 134.9%, (b) for the Class C Notes, 124.1% and (c) for the Class D Notes, 116.0%.  “Required S&P Credit Estimate Information”:  S&P’s “Credit FAQ:  Anatomy of  A Credit Estimate:  What It Means And How We Do It”, dated January 14, 2021 and any other  available information S&P reasonably requests in order to produce a credit estimate for a particular  asset.  “Requisite Voting Percentage”:  The percentage of the Aggregate Outstanding  Amount of the relevant Debt required to satisfy the relevant voting threshold, such as consents for  a proposed supplemental indenture.  “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 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.  “Restricted Trading Period”:  The period during which (a) the S&P rating of any of  the Class A Debt is one or more subcategories below its rating on the Closing Date or (b) the S&P  rating of any of the Class B Notes or the Class C Notes is two or more subcategories below its  rating on the Closing Date; provided, that such period will not be a Restricted Trading Period (i)  (x) if the Aggregate Principal Balance of the Collateral Obligations plus Eligible Investments  constituting Principal Proceeds is greater than or equal to the Reinvestment Target Par Balance  and (y) the Coverage Tests, the Minimum Weighted Average S&P Recovery Rate Test and the  Minimum Floating Spread Test are satisfied or (ii) so long as the S&P rating of any Class of Debt  has not been further downgraded, withdrawn or put on watch for potential downgrade, upon the  direction of the Issuer with the consent of a Majority of the Controlling Class; provided, further  that no Restricted Trading Period shall restrict any sale of a Collateral Obligation entered into by  the Issuer at a time when a Restricted Trading Period is not in effect regardless of whether such  sale has settled.  “Restructured Loan”:  A bank loan acquired by the Issuer resulting from, or  received in connection with, the workout or restructuring of a Collateral Obligation, which for the  avoidance of doubt is not a Bond or equity security.  The acquisition of Restructured Loans will  not be required to satisfy the Investment Criteria.  “Retention Holder”:  Nuveen Churchill Direct Lending Corp., a Maryland  corporation, in its capacity as the “U.S. Retention Holder” and/or “EU/UK Retention Holder”, as  applicable.  





 






  USActive 57779863.5 -59-  47427296.1  “Revolver Funding Account”:  The meaning specified in Section 10.4.  “Revolving Collateral Obligation”:  Any Collateral Obligation (other than a  Delayed Drawdown Collateral Obligation) that is a loan (including, without limitation, revolving  loans), including funded and unfunded portions of revolving credit lines (including any portions  thereof that may be drawn by the borrower relating to its letter of credit facilities), unfunded  commitments under specific facilities and other similar loans that by its terms may require one or  more future advances to be made to the borrower by the Issuer; provided that any such Collateral  Obligation will be a Revolving Collateral Obligation only until all commitments to make advances  to the borrower expire or are terminated or irrevocably reduced to zero.  “Risk Retention Rules”:  The U.S. Risk Retention Rules and/or the EU/UK Risk  Retention Requirements, as applicable.  “Rule 144A”:  Rule 144A, as amended, under the Securities Act.  “Rule 144A Global Note”:  The meaning specified in Section 2.2(b)(ii).  “Rule 144A Information”:  The meaning specified in Section 7.15.  “Rule 17g-5”:  The meaning specified in Section 14.16.  “S&P”:  S&P Global Ratings, a nationally recognized statistical rating organization  comprised of:  (a) a separately identifiable business unit within Standard & Poor’s Financial  Services LLC, a Delaware limited liability company wholly owned by S&P Global Inc.; and (b) the  credit ratings business operated by various other subsidiaries that are wholly-owned, directly or  indirectly, by S&P Global Inc.; and, in each case, any successor thereto.  “S&P CDO Monitor”:  The dynamic, analytical computer model developed by S&P  and used to calculate the default frequency in terms of the amount of debt assumed to default as a  percentage of the original principal amount of the Collateral Obligations consistent with a specified  benchmark rating level based upon certain assumptions (including the applicable Weighted  Average S&P Recovery Rate) and S&P’s proprietary corporate default studies, as may be amended  by S&P from time to time upon notice to the Issuer, the Trustee, the Collateral Manager and the  Collateral Administrator.  Each S&P CDO Monitor shall be chosen by the Collateral Manager  (with notice to the Trustee and the Collateral Administrator) and associated with an S&P CDO  Monitor Recovery Rate and an S&P Minimum Floating Spread chosen by the Collateral Manager;  provided, that as of any date of determination the Weighted Average S&P Recovery Rate for the  Highest Ranking S&P Class equals or exceeds the S&P CDO Monitor Recovery Rate for such  Class chosen by the Collateral Manager and the Weighted Average Floating Spread equals or  exceeds the S&P Minimum Floating Spread chosen by the Collateral Manager.  “S&P CDO Monitor Benchmarks”:  The S&P Weighted Average Rating Factor,  the Default Rate Dispersion, the Obligor Diversity Measure, the Industry Diversity Measure, the  Regional Diversity Measure and the S&P Weighted Average Life.  “S&P CDO Monitor Election Date”:  The date specified by the Collateral Manager,  at any time after the Closing Date upon at least 5 Business Days’ prior written notice to S&P, the  





 






  USActive 57779863.5 -60-  47427296.1  Trustee and the Collateral Administrator, evidencing the Collateral Manager’s election to utilize  the S&P CDO Monitor in determining compliance with the S&P CDO Monitor Test; provided that  for the avoidance of doubt, only one such election may be made.  “S&P CDO Monitor Recovery Rate”:  As of any date of determination, a weighted  average recovery rate for the Highest Ranking S&P Class.  “S&P CDO Monitor Test”:  A test that will be satisfied on any date of determination  (following receipt, at any time on or after the S&P CDO Monitor Election Date, by the Issuer, the  Collateral Manager, the Trustee and the Collateral Administrator of the Class Break-even Default  Rates for each S&P CDO Monitor input file (in accordance with the definition of “Class Break- even Default Rate”)) if, after giving effect to a proposed sale or purchase of an additional Collateral  Obligation, the Class Default Differential of the Highest Ranking S&P Class of the Proposed  Portfolio is positive.  The S&P CDO Monitor Test will be considered to be improved if the Class  Default Differential of the Highest Ranking S&P Class of the Proposed Portfolio is greater than  the corresponding Class Default Differential of the Current Portfolio.  “S&P CLO Specified Assets”:  The Collateral Obligations with an S&P Rating  equal to or higher than “CCC-”.  “S&P Collateral Principal Amount”:  As of any date of determination, the Collateral  Principal Amount (calculated without including the Aggregate Principal Balance of any Defaulted  Obligations) plus the S&P Collateral Value of all Defaulted Obligations that have been Defaulted  Obligations for less than three years.  “S&P Collateral Value”:  With respect to any Defaulted Obligation, Long Dated  Obligation or Deferring Obligation as of any Measurement Date, the lesser of (i) the S&P Recovery  Amount of such Defaulted Obligation, Long Dated Obligation or Deferring Obligation,  respectively, as of the relevant Measurement Date and (ii) the Market Value of such Defaulted  Obligation, Long Dated Obligation or Deferring Obligation, respectively, as of the relevant  Measurement Date.  “S&P Industry Classification Group”:  Each classification in the table set forth in  Schedule 2 hereto.  “S&P Minimum Floating Spread”:  As of any date of determination, either (x) a  weighted average floating spread from Section 2 of Schedule 4 or (y) a weighted average floating  spread chosen by the Collateral Manager and confirmed by S&P.  “S&P Rating”:  With respect to any Collateral Obligation, as of any date of  determination, the rating determined in accordance with the following methodology:  (a) with respect to a Collateral Obligation that is not a DIP Collateral  Obligation (and not a Current Pay Obligation) (i) if there is an issuer credit rating of the  issuer of such Collateral Obligation by S&P as published by S&P, or the guarantor (subject  to the then-current S&P guarantee criteria) which unconditionally and irrevocably  guarantees such Collateral Obligation then the S&P Rating will be such rating (regardless  of whether there is a published rating by S&P on the Collateral Obligations of such issuer  





 






  USActive 57779863.5 -61-  47427296.1  held by the Issuer) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if  there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating  of such Collateral Obligation will equal such rating; (B) if there is a senior secured rating  on any obligation or security of the issuer, then the S&P Rating of such Collateral  Obligation will be one subcategory below such rating; and (C) if there is a subordinated  rating on any obligation or security of the issuer, then the S&P Rating of such Collateral  Obligation will be one subcategory above such rating;  (b) with respect to any Collateral Obligation that is a DIP Collateral Obligation  or a Current Pay Obligation, the S&P Rating thereof will be the credit rating assigned to  such issue by S&P, or if such DIP Collateral Obligation was assigned a point-in-time rating  by S&P that was withdrawn, such withdrawn rating may be used for 12 months after the  assignment of such rating (provided, that, if the Collateral Manager is or becomes aware  of a Specified Amendment with respect to the DIP Collateral Obligation that, in the  Collateral Manager’s reasonable judgment, would have a material adverse impact on the  value of the DIP Collateral Obligation, such withdrawn rating may not be used unless S&P  otherwise confirms the rating or provides an updated one; provided, further, that if any  such Collateral Obligation that is a DIP Collateral Obligation is newly issued and the  Collateral Manager expects an S&P credit rating within 90 days, the S&P Rating of such  Collateral Obligation shall be “CCC-” until such credit rating is obtained from S&P);  provided further still, that the Issuer (or the Collateral Manager on its behalf) shall notify  S&P of, with respect to any DIP Collateral Obligation, (i) any modifications to the  amortization schedule thereof, (ii) extensions of the maturity thereof, (iii) any reduction in  the principal amount owed thereof and (iv) non-payment of timely interest or principal due  thereon;  (c) if there is not a rating by S&P on the issuer or on an obligation of the issuer,  then the S&P Rating may be determined pursuant to clauses (i) through (v) below:  (i) if an obligation of the issuer is not a DIP Collateral Obligation or a  Current Pay Obligation and is publicly rated by Moody’s and/or Fitch, then the  S&P Rating will be determined in accordance with the methodologies for  establishing such Moody’s Rating and/or Fitch Rating except that the S&P Rating  of such obligation will be the lower of (x) (A) one subcategory below the S&P  equivalent of the Moody’s Rating if such Moody’s Rating is “Baa3” or higher and  (B) two subcategories below the S&P equivalent of the Moody’s Rating if such  Moody’s Rating is “Ba1” or lower or (y) (A) one subcategory below the S&P  equivalent of the Fitch Rating if such Fitch Rating is “BBB-” or higher and (B) two  subcategories below the S&P equivalent of the Fitch Rating if such Fitch Rating is  “BB+” or lower ; provided, that the aggregate principal balance of the Collateral  Obligations that may have an S&P Rating derived from a Moody’s Rating and/or a  Fitch Rating as set forth in this subclause (i) may not exceed 10.0% of the Collateral  Principal Amount;  (ii) excluding Current Pay Obligations and DIP Collateral Obligations,  the S&P Rating may be based on a credit estimate provided by S&P, and in  connection therewith, the Issuer, the Collateral Manager on behalf of the Issuer or  





 






  USActive 57779863.5 -62-  47427296.1  the issuer of such Collateral Obligation will, prior to or within ninety (90) days after  the acquisition of such Collateral Obligation, apply (and concurrently submit all  available Required S&P Credit Estimate Information in respect of such application)  to S&P for a credit estimate which will be its S&P Rating; provided, that, until the  receipt from S&P of such estimate, such Collateral Obligation will have an S&P  Rating as determined by the Collateral Manager in its sole discretion if the  Collateral Manager certifies to the Trustee and the Collateral Administrator that it  believes that such S&P Rating determined by the Collateral Manager is  commercially reasonable and will be at least equal to such rating; provided, further,  that if such Required S&P Credit Estimate Information is not submitted within such  ninety (90) day period, then, pending receipt from S&P of such estimate, the  Collateral Obligation will have (A) the S&P Rating as determined by the Collateral  Manager for a period of up to ninety (90) days after acquisition and (B) an S&P  Rating of “CCC-” following such ninety day period; unless, during such ninety day  period, the Collateral Manager has requested the extension of such period and S&P,  in its sole discretion, has granted such request; and provided, further, that with  respect to any Collateral Obligation for which S&P has provided a credit estimate,  such credit estimate shall expire 12 months after the receipt thereof, following  which such Collateral Obligation shall have an S&P Rating of “CCC-” unless,  during such 12-month period following the receipt of such credit estimate, the  Issuer applies for renewal thereof in accordance with this Indenture, in which case  such credit estimate shall continue to be the S&P Rating of such Collateral  Obligation until S&P has confirmed or revised such credit estimate, upon which  such confirmed or revised credit estimate shall be the S&P Rating of such Collateral  Obligation (in each case, until expiration or confirmation on the next succeeding  12-month anniversary in accordance with this proviso); provided, further, that the  Issuer will promptly notify S&P of any material events affecting any such  Collateral Obligation if the Collateral Manager reasonably determines that such  notice is required in accordance with S&P’s published criteria for credit estimates  titled “Credit FAQ:  Anatomy of A Credit Estimate:  What It Means And How We  Do It” dated January 14, 2021 (as the same may be amended or updated from time  to time);  (iii) with respect to a DIP Collateral Obligation, if the S&P Rating  cannot otherwise be determined pursuant to this definition, the S&P Rating of such  Collateral Obligation will be “CCC-”;  (iv) with respect to a Collateral Obligation that is not a Defaulted  Obligation or a Current Pay Obligation, the S&P Rating of such Collateral  Obligation will at the election of the Issuer (at the direction of the Collateral  Manager) be “CCC-”; provided, that (A) the Collateral Manager expects the  Obligor in respect of such Collateral Obligation to continue to meet its payment  obligations under such Collateral Obligation, (B) neither the issuer of such  Collateral Obligation nor any of its Affiliates are subject to any bankruptcy or  reorganization proceedings, (C) the issuer has not defaulted on any payment  obligation in respect of any debt security or other obligation of the issuer at any  time within the two year period ending on such date of determination, (D) all such  





 






  USActive 57779863.5 -63-  47427296.1  debt securities and other obligations of the issuer that are pari passu with or senior  to the Collateral Obligation are current and the Collateral Manager reasonably  expects them to remain current and (E) after giving effect to such election, the  Aggregate Principal Balance of all Collateral Obligations with respect to which  such election is then in effect does not exceed 10% of the Aggregate Principal  Balance; provided, further that, the Issuer shall provide S&P with all available  Required S&P Credit Estimate Information with respect to any Collateral  Obligation with a rating determined pursuant to this clause (c)(iv) and shall notify  S&P of any material events affecting such Collateral Obligation if the Collateral  Manager reasonably determines that such notice is required in accordance with  S&P’s published criteria for credit estimates titled “Credit FAQ:  Anatomy of A  Credit Estimate:  What It Means And How We Do It”, dated January 14, 2021 (as  the same may be amended or updated from time to time); and  (v) with respect to a Current Pay Obligation, the S&P Rating of such  Collateral Obligation will be the higher of its issue rating and “CCC”;  provided, that for purposes of the determination of the S&P Rating, (x) if the applicable rating  assigned by S&P to an obligor or its obligations is on “credit watch positive” by S&P, such rating  will be treated as being one subcategory above such assigned rating and (y) if the applicable rating  assigned by S&P to an obligor or its obligations is on “credit watch negative” by S&P, such rating  will be treated as being one subcategory below such assigned rating.  “S&P Rating Condition”:  With respect to any action taken or to be taken by or on  behalf of the Issuer, a condition that is satisfied if S&P has specifically confirmed in writing,  including by electronic messages, facsimile, press release or posting to its internet website (or has  declined to undertake the review of such action by such means), to the Issuer, the Trustee or the  Collateral Manager that no immediate withdrawal or reduction with respect to its then current  rating of any Class of Secured Debt will occur as a result of such action; provided that,  notwithstanding the foregoing, with respect to any event or circumstance that requires satisfaction  of the S&P Rating Condition, such S&P Rating Condition shall be deemed inapplicable if no Class  of Secured Debt then rated by S&P are then Outstanding; provided, further, that such rating  condition shall be deemed inapplicable with respect to such event or circumstance if (i) S&P has  given written notice to the effect that it will no longer review events or circumstances of the type  requiring satisfaction of the S&P Rating Condition for purposes of evaluating whether to confirm  the then-current ratings (or initial ratings) of obligations rated by S&P; or (ii) S&P has given  written notice to the Issuer, the Collateral Manager or the Trustee (or their counsel) that it will not  review such event or circumstance for purposes of evaluating whether to confirm the then-current  ratings (or initial ratings) of the Debt then rated by S&P.  





 






  USActive 57779863.5 -64-  47427296.1  “S&P Rating Factor”:  For each Collateral Obligation, the number set forth to the  right of the applicable S&P Rating of such Collateral Obligation:  S&P Rating S&P Rating Factor  AAA 13.51  AA+ 26.75  AA 46.36  AA- 63.90  A+ 99.50  A 146.35  A- 199.83  BBB+ 271.01  BBB 361.17  BBB- 540.42  BB+ 784.92  BB 1233.63  BB- 1565.44  B+ 1982.00  B 2859.50  B- 3610.11  CCC+ 4641.40  CCC 5293.00  CCC- 5751.10  CC 10,000.00  “S&P Recovery Amount”:  With respect to any Collateral Obligation, an amount  equal to (i) the applicable S&P Recovery Rate multiplied by (ii) the outstanding principal balance  of such Collateral Obligation.  “S&P Recovery Rate”:  With respect to a Collateral Obligation, the recovery rate  determined in the manner set forth in Section 1 of Schedule 4.  “S&P Recovery Rating”:  With respect to any Collateral Obligation, the corporate  recovery rating assigned by S&P (i.e., the S&P Recovery Rate) to such Collateral Obligation.  “S&P Region Classification”:  With respect to a Collateral Obligation, the  applicable classification set forth in the table titled “S&P Region Classifications” in Section 2 of  Schedule 4.  “S&P Weighted Average Life”:  As of any date of determination with respect to all  Collateral Obligations other than Defaulted Obligations, the number of years following such date  obtained by dividing (a) the sum of the products of (i) the number of years (rounded to the nearest  one-hundredth thereof) from such date of determination to the stated maturity of each such  Collateral Obligation multiplied by (ii) the outstanding principal balance of such Collateral  Obligation by (b) the aggregate remaining principal balance at such time of all Collateral  Obligations other than Defaulted Obligations.  





 






  USActive 57779863.5 -65-  47427296.1  “S&P Weighted Average Rating Factor”:  The quotient equal to ‘A divided by B’,  where:  A =    the sum of the products, for all S&P CLO Specified Assets of (i) the principal  balance of the Collateral Obligation and (ii) the S&P Rating Factor of the Collateral  Obligation; and  B =    the Aggregate Principal Balance of all S&P CLO Specified Assets.  “Sale”:  The meaning specified in Section 5.17.  “Sale Notice”:  The meaning specified in Section 5.4.  “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 the restrictions described in  Article XII (or Article V, if applicable) less any reasonable expenses incurred by the Collateral  Manager, the Collateral Administrator, the Loan Agent or the Trustee (other than amounts payable  as Administrative Expenses) in connection with such sales.  Sale Proceeds will include Principal  Financed Accrued Interest and Principal Financed Capitalized Interest received in respect of such  sale.  “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 (a) in the case of the initial Collateral Obligations, the Closing Date or (b) in the case  of Collateral Obligations added after the Closing Date, the related Cut-Off Date, as adjusted  pursuant to the terms of the related Underlying Documents.  “Second Lien Loan”:  Any Loan or 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 trade claims, capitalized leases or  similar obligations) but which is subordinated (with respect to liquidation preferences with respect  to pledged collateral) to a Senior Secured Loan of the Obligor; (b) is secured by a valid  second-priority perfected security interest or lien in, to or on specified collateral (subject to  customary exceptions for permitted Liens, including, without limitation, any tax liens) 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 and (c) is not secured solely or primarily by common stock or other  equity interests; provided, that the limitation set forth in this clause (c) shall not apply with respect  to a Loan made to a parent entity that is secured solely or primarily by the stock of one or more of  the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien  on its own property would violate law or regulations applicable to such subsidiary (whether the  obligation secured is such Loan or any other similar type of indebtedness owing to third parties).  “Secured Debt”:  The Class A Debt, the Class B Notes, the Class C Notes and the  Class D Notes authorized by, and authenticated (if applicable) and delivered under, this Indenture  (as specified in Section 2.3) or, as applicable, the Class A-L Loan Agreement, together with any  





 






  USActive 57779863.5 -66-  47427296.1  additional Secured Debt issued pursuant to and in accordance with this Indenture or incurred  pursuant to the Class A-L Loan Agreement.  “Secured Notes”:  The Class A-1 Notes, the Class A-1F Notes, the Class B Notes,  the Class C Notes and the Class D Notes authorized by, and authenticated and delivered under,  this Indenture (as specified in Section 2.3).  “Secured Parties”:  The meaning specified in the Granting Clauses.  “Securities Account Control Agreement”:  The Securities Account Control  Agreement dated as of the Closing Date among 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.  “Securitization Laws”:  The EU Securitization Laws and the UK Securitization  Laws.  “Securitization Regulation”:  The EU Securitization Regulation and/or the UK  Securitization Regulation.  “Security Entitlement”:  The meaning specified in Section 8-102(a)(17) of the  UCC.  “Selling Institution”:  The entity obligated to make payments to the Issuer under  the terms of a Participation Interest.   “Senior Secured Loan”:  Any Loan or assignment of or Participation Interest in a  Loan that:  (a) other than to the extent provided in the definition of “First-Lien Last-Out Loan,” is  not (and cannot by its terms become) subordinate in right of payment to any other obligation of  the obligor of the Loan (subject to customary exceptions for Loans secured by a first-priority  perfected security interest, including for Super-Priority Revolving Facilities); (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 (subject to customary exceptions for permitted Liens,  including, without limitation, any tax liens); (c) the value of the collateral securing the Loan at the  time of purchase together with other attributes of the obligor (including, without limitation, its  general financial condition, ability to generate cash flow available for debt service and other  demands for that cash flow) is adequate (in the commercially reasonable judgment of the Collateral  Manager) to repay the Loan in accordance with its terms and to repay all other Loans of equal  seniority secured by a first lien or security interest in the same collateral and (d) is not secured  solely or primarily by common stock or other equity interests; provided, that the limitation set  forth in this clause (d) shall not apply with respect to a Loan made to a parent entity that is secured  solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent  that the granting by any such subsidiary of a lien on its own property would violate law or  





 






  USActive 57779863.5 -67-  47427296.1  regulations applicable to such subsidiary (whether the obligation secured is such Loan or any other  similar type of indebtedness owing to third parties).  “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 Debt  (or any interest therein) by virtue of its interest therein 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”:  With respect to any day means 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.  “Special Priority of Payments”:  The meaning specified in Section 11.1(a)(iii).  “Special Redemption”:  A redemption of the Secured Debt in accordance with  Section 9.6.  “Special Redemption Amount”:  The meaning specified in Section 9.6.  “Special Redemption Date”:  The meaning specified in Section 9.6.  “Specified Amendment”:  With respect to any Collateral Obligation, any  amendment, waiver or modification which would:  (a) modify the amortization schedule with respect to such Collateral Obligation  in a manner that (i) reduces the dollar amount of any Scheduled Distribution by more than  the greater of (x) 25% and (y) U.S.$250,000, (ii) postpones any Scheduled Distribution by  more than two payment periods or (iii) causes the Weighted Average Life of the applicable  Collateral Obligation to increase by more than 25%;  (b) reduce or increase the cash interest rate payable by the Obligor thereunder  by more than 100 basis points (excluding any increase in an interest rate arising by  operation of a default or penalty interest clause under a Collateral Obligation or as a result  of an increase in the interest rate index for any reason other than such amendment, waiver  or modification);  (c) extend the stated maturity date of such Collateral Obligation by more than  24 months or beyond the Stated Maturity;  (d) contractually or structurally subordinate such Collateral Obligation by  operation of a priority of payments, turnover provisions, the transfer of assets in order to  limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens)  on any of the underlying collateral securing such Collateral Obligation;  (e) release any party from its obligations under such Collateral Obligation, if  such release would have a material adverse effect on the Collateral Obligation;  





 






  USActive 57779863.5 -68-  47427296.1  (f) reduce the principal amount of the applicable Collateral Obligation;  (g) release any material Obligor; or  (h) release any collateral securing the Collateral Obligation.  “Specified Equity Securities”:  Securities or interests (including any Margin Stock)  resulting from the exercise of a warrant, option, 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.  The acquisition of Specified Equity Securities will not be required to  satisfy the Investment Criteria.  “Specified Obligor Information”:  The meaning specified in Section 14.15(b).  “Standby Directed Investment”:  Initially, Morgan Stanley US Dollar Liquidity –  Institutional (which investment is, for the avoidance of doubt, an Eligible Investment); provided  that the Issuer, or the Collateral Manager on behalf of the Issuer, may by written notice to the  Trustee change the Standby Directed Investment to any other Eligible Investment of the type  described in clause (ii) of the definition of “Eligible Investments” maturing not later than the  earlier of (i) 30 days after the date of such investment (unless putable at par to the issuer thereof)  or (ii) the Business Day immediately preceding the next Payment Date (or such shorter maturities  expressly provided herein).  “Stated Maturity”:  With respect to the Debt of any Class, the date specified as such  in Section 2.3 or as otherwise specified herein with respect to such Class of Debt.  “Step-Down Obligation”:  An obligation or security which by the terms of the  related Underlying Documents provides for a decrease in the per annum interest rate on such  obligation or security (other than by reason of any change in the applicable index or benchmark  rate used to determine such interest rate) or in the spread over the applicable index or benchmark  rate, solely as a function of the passage of time; provided that an obligation or security providing  for payment of a constant rate of interest at all times after the date of acquisition by the Issuer shall  not constitute a Step-Down Obligation.  “Step-Up Obligation”:  An obligation or security which by the terms of the related  Underlying Documents 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.  





 






  USActive 57779863.5 -69-  47427296.1  “Sub-Advisor”:  Churchill Asset Management LLC, a Delaware limited liability  company.  “Subordinated Notes”:  The Subordinated Notes issued pursuant to this Indenture  and having the characteristics specified in Section 2.3.  “Successor Entity”:  The meaning specified in Section 7.10.  “Super-Priority Revolving Facility”:  With respect to a Collateral Obligation, a  senior secured revolving facility incurred by the same Obligor that is prior in right of payment to  such Collateral Obligation; provided that the outstanding principal balance and unfunded  commitments of such senior secured revolving facility do not exceed 20% of the sum of (x) the  outstanding principal balance and unfunded commitments of such revolving facility, plus (y) the  outstanding principal balance of such Collateral Obligation, plus (z) the outstanding principal  balance of any other debt for borrowed money incurred by such Obligor that is pari passu with  such Collateral Obligation.  “Supermajority”:  With respect to any Class of Debt, the holders of at least 66-2/3%  of the Aggregate Outstanding Amount of the Debt 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.  “Target Initial Par Amount”:  U.S.$450,000,000.  “Target Initial Par Condition”:  A condition satisfied as of the Effective Date if the  Aggregate Principal Balance of Collateral Obligations (i) that are held by the Issuer and (ii) of  which the Issuer has committed to purchase on such date, together with the amount of any proceeds  of prepayments, maturities or redemptions of Collateral Obligations purchased by the Issuer prior  to such date, without duplication, will equal or exceed the Target Initial Par Amount; provided that  for purposes of this definition, any Collateral Obligation that becomes a Defaulted Obligation prior  to the Determination Date preceding the first Payment Date shall be treated as having a Principal  Balance equal to its S&P Collateral Value.  “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”:  (i)(x) Any Obligor under any Collateral Obligation being required to  deduct or withhold from any payment under such Collateral Obligation to the Issuer for or on  account of any Tax for whatever reason and such Obligor is not required to pay to the Issuer such  additional amount as is necessary to ensure that the net amount actually received by the Issuer  (free and clear of Taxes, whether assessed against such Obligor or the Issuer) will equal the full  amount that the Issuer would have received had no such deduction or withholding occurred and  (y) the total amount of such deductions or withholdings on the Assets results in a payment by, or  charge or tax burden to, the Issuer that results or will result in the withholding of 5% or more of  Scheduled Distributions for any Collection Period, or (ii) any jurisdiction imposing net income,  





 






  USActive 57779863.5 -70-  47427296.1  profits or similar Tax on the Issuer (including, for this purpose, any Tax required to be withheld  under Section 1446 of the Code) in an aggregate amount in any Collection Period in excess of  U.S.$1,000,000.  “Tax Jurisdiction”:  The Bahamas, Bermuda, the British Virgin Islands, the  Cayman Islands or the Channel Islands so long as each such tax advantaged jurisdiction is rated at  least “A-1” by S&P and any other tax advantaged jurisdiction as may be notified by the Collateral  Manager to S&P from time to time so long as each such other tax advantaged jurisdiction is rated  at least “A-1” by S&P.  “Tax Redemption”:  The meaning specified in Section 9.3(a) hereof.  “Term SOFR Administrator”:  CME Group Benchmark Administration Limited, or  a successor administrator of the Term SOFR Reference Rate selected by the Collateral Manager  with notice to the Trustee and the Collateral Administrator.  “Term SOFR Rate”:  For any Interest Accrual Period, the greater of (a) zero and  (y) the Term SOFR Reference Rate for the Corresponding Tenor, as such rate is published by the  Term SOFR Administrator on the related Interest Determination Date; provided that the Term  SOFR Rate for the first Interest Accrual Period shall be determined as follows: (i) with respect to  the period from the Closing Date to but excluding the First Interest Determination End Date, the  Term SOFR Rate shall equal the rate determined by interpolating between the rate published by  the Term SOFR Administrator for the next shorter period of time for which rates are available and  the rate published by the Term SOFR Administrator for the next longer period of time for which  rates are available on the related Interest Determination Date and (ii) with respect to the period  from the First Interest Determination End Date to the end of the first Interest Accrual Period, the  Term SOFR Rate shall equal the rate published by the Term SOFR Administrator for the  Corresponding Tenor on the related Interest Determination Date; provided further, that if as of  5:00 p.m. (New York City time) on any Interest Determination Date the Term SOFR Reference  Rate for the Corresponding Tenor has not been published by the Term SOFR Administrator, then  the Term SOFR Rate will be (x) the Term SOFR Reference Rate for the Corresponding Tenor as  published by the Term SOFR Administrator on the first preceding U.S. Government Securities  Business Day for which such Term SOFR Reference Rate for the Corresponding Tenor was  published by the Term SOFR Administrator so long as such first preceding U.S. Government  Securities Business Day is not more than five Business Days prior to such Interest Determination  Date or (y) if the Term SOFR Reference Rate cannot be determined in accordance with clause (x)  of this proviso, the Term SOFR Rate shall be the Term SOFR Reference Rate as determined on  the previous Interest Determination Date.  “Term SOFR Reference Rate”:  The forward-looking term rate based on SOFR.  “Third Party Credit Exposure”:  As of any date of determination, the principal  balance of each Collateral Obligation that consists of a Participation Interest.  “Third Party Credit Exposure Limits”:  Limits that shall be satisfied if the Third  Party Credit Exposure with counterparties having the ratings below from S&P do not exceed the  percentage of the Collateral Principal Amount specified below:  





 






  USActive 57779863.5 -71-  47427296.1  S&P’s credit rating of Selling  Institution  Aggregate Percentage  Limit  Individual Percentage  Limit  AAA 20% 20%  AA+ 10% 10%  AA 10% 10%  AA- 10% 10%  A+ 5% 5%  A 5% 5%  Below A 0% 0%  provided that a Selling Institution having an S&P credit rating of “A” must also have a short-term  S&P rating of “A-1” otherwise its Aggregate Percentage Limit (as indicated in the table above)  and Individual Percentage Limit (as indicated in the table above) shall be 0%.  “Trading Plan”:  The meaning specified in Section 12.2(b).  “Trading Plan Period”:  The meaning specified in Section 12.2(b).  “Transaction Documents”:  This Indenture, the Class A-L Loan Agreement, the  Collateral Management Agreement, the Collateral Administration Agreement, the Master Transfer  Agreement, the EU/UK Retention Agreement, the Securities Account Control Agreement and the  Purchase Agreement.  “Transfer”:  The meaning specified in Section 7.17(g)(ii).  “Transfer Agent”:  The Person or Persons, which may be the Issuer, authorized by  the Issuer to exchange or register the transfer of Debt.  “Treasury Regulations”:  The United States Department of Treasury regulations  promulgated under the Code.  “Trust Officer”:  When used with respect to the Trustee or the Loan Agent, any  officer of such entity including any vice president, assistant vice president or officer of the Trustee  or the Loan Agent 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.  When used with respect to the Collateral Administrator, any officer of such entity  including any vice president, assistant vice president or officer of the Collateral Administrator  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 the Collateral  Administration Agreement.  “Trustee”:  The meaning specified in the first sentence of this Indenture.  





 






  USActive 57779863.5 -72-  47427296.1  “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 Securitization Laws”:  The UK Securitization Regulation and, 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.  “UK Securitization Regulation”:  Regulation (EU) 2017/2402 as it forms part of  UK law by virtue of the operation of the European Union (Withdrawal) Act 2018, as amended by  the Securitisation (Amendment) (EU Exit) Regulations 2019 (SI 2019/660).  “Unadjusted Benchmark Replacement Rate”:  A Benchmark Replacement Rate that  does not include a spread adjustment, or method for calculating or determining such spread  adjustment.  “Uncertificated Security”:  The meaning specified in Section 8-102(a)(18) of the  UCC.  “Underlying Document”:  The loan agreement, credit agreement, indenture or other  customary agreement pursuant to which an Asset has been created or issued and each other  agreement that governs the terms of or secures the obligations represented by such Asset or of  which the holders of such Asset are the beneficiaries.  “United States” or “U.S.”:  The United States of America, its territories and its  possessions.  “Unregistered Securities”:  The meaning specified in Section 5.17(c).  “Unsecured Loan”:  A senior unsecured Loan obligation of any Person which is not  (and by its terms is not permitted to become) subordinate in right of payment to any other debt for  borrowed money incurred by the Obligor under such Loan.  “U.S. 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 Securities Industry  and Financial Markets Association website.  “U.S. person”:  The meaning specified in Regulation S.  “U.S. Risk Retention Rules”:  Section 15G of the Exchange Act and the rules and  regulations promulgated thereunder.  “Volcker Rule”:  Section 619 of the Dodd-Frank Act and the related implementing  regulations, as amended from time to time.  





 






  USActive 57779863.5 -73-  47427296.1  “Volcker Rule Obligation”:  Any Collateral Obligation or Eligible Investment in  respect of which the Issuer and the Collateral Manager have received an opinion of counsel of  national reputation experienced in such matters that the Issuer’s ownership of such Collateral  Obligation or Eligible Investment would cause the Issuer to be unable to qualify as a “loan  securitization” under the Volcker Rule.  No Underlying Document or Eligible Investment shall be  a Volcker Rule Obligation until the day on which such opinion is received by the Collateral  Manager.  Notwithstanding receipt of such opinion with respect to a Senior Secured Loan, Second  Lien Loan or Unsecured Loan, such Senior Secured Loan, Second Lien Loan or Unsecured Loan  shall not be a Volcker Rule Obligation.  “Warehouse Agreement”:  The amended and restated loan and security agreement,  dated as of December 31, 2019, by and among the Issuer, as borrower, each of the lenders and  other borrowers from time to time party thereto, Nuveen Churchill BDC Inc., as collateral  manager, Wells Fargo Bank, National Association, as administrative agent and U.S. Bank Trust  Company, National Association, as successor in interest to U.S. Bank National Association, as  collateral agent and U.S. Bank National Association, as custodian, as may be further amended,  modified or supplemented from time to time.  “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 (in each case including, for any Permitted  Deferrable Obligation, only the required current cash interest required by the Underlying  Documents thereon).  “Weighted Average Floating Spread”:  As of any Measurement Date, the number  obtained by dividing:  (a) the amount equal to (A) the Aggregate Funded Spread plus (B) the  Aggregate Unfunded Spread by (b) an amount equal to the aggregate principal balance of all  Floating Rate Obligations as of such Measurement Date.  “Weighted Average Life”:  As of any date of determination with respect to all  Collateral Obligations other than Defaulted Obligations, the number of years following such date  obtained by summing the products obtained by multiplying:  (a) the Average Life at such time of each such Collateral Obligation by (b) the  outstanding principal balance of such Collateral Obligation  and dividing such sum by:  (b) the aggregate outstanding principal balance at such time of all such  Collateral Obligations.  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  





 






  USActive 57779863.5 -74-  47427296.1  such date of determination to the respective dates of each successive Scheduled Distribution of  principal of such Collateral Obligation and (b) the respective amounts of principal of such  Scheduled Distributions by (ii) the sum of all successive Scheduled Distributions of principal on  such Collateral Obligation.  “Weighted Average Life Test”:  A test satisfied on any date of determination if the  Weighted Average Life of the Collateral Obligations as of such date is less than or equal to the  value in the column entitled “Weighted Average Life Value” in the table below corresponding to  the immediately preceding Payment Date (or prior to the first Payment Date, the Closing Date).  Date (Closing Date or  Payment Date in)  Weighted Average  Life Value  Closing Date 8.00  10/20/2022 7.58  1/20/2023 7.33  4/20/2023 7.08  7/20/2023 6.83  10/20/2023 6.58  1/20/2024 6.33  4/20/2024 6.08  7/20/2024 5.83  10/20/2024 5.58  1/20/2025 5.33  4/20/2025 5.08  7/20/2025 4.83  10/20/2025 4.58  1/20/2026 4.33  4/20/2026 4.08  7/20/2026 3.83  10/20/2026 3.58  1/20/2027 3.33  4/20/2027 3.08  7/20/2027 2.83  10/20/2027 2.58  1/20/2028 2.33  4/20/2028 2.08  7/20/2028 1.83  10/20/2028 1.58  1/20/2029 1.33  4/20/2029 1.08  7/20/2029 0.83  10/20/2029 0.58  1/20/2030 0.33  4/20/2030 0.08  7/20/2030 (and  thereafter)  0.00  





 






  USActive 57779863.5 -75-  47427296.1  “Weighted Average Rating Factor”:  A number (rounded up to the nearest whole  number) equal to (A) the sum of the products obtained by multiplying, for each Collateral  Obligation, (excluding any Defaulted Obligation or Deferring Obligation), (x) its Principal  Balance by (y) its S&P Rating Factor, divided by (B) the Aggregate Principal Balance of all  Collateral Obligations (excluding any Defaulted Obligation or Deferring Obligation).  “Weighted Average S&P Recovery Rate”:  As of any date of determination, the  number, expressed as a percentage, obtained by summing the products obtained by multiplying  the Principal Balance of each Collateral Obligation by its corresponding recovery rate as  determined in accordance with Section 1 of Schedule 4 hereto, dividing such sum by the Aggregate  Principal Balance of all Collateral Obligations, and rounding to the nearest tenth of a percent.  “Workout Loan”:  Any debt obligation acquired by the Issuer resulting from, or  received or issued in connection with, an insolvency, bankruptcy, reorganization, default, workout  or restructuring or similar event of or with respect to an obligor or Collateral Obligation that, in  each case, (x) meets the requirements of the definition of “Collateral Obligation” (other than  clauses (ii), (iv), (viii), (xiv), (xv), (xvii) and (xxiv) thereof) as determined by the Collateral  Manager, (y) is no more junior in right of payment than the related Collateral Obligation that was  subject to insolvency, bankruptcy, reorganization, default, workout or restructuring or similar  event and (z) at the time of such acquisition (or commitment to acquire), the Collateral Manager  reasonably believes (not to be called into question as a result of subsequent events) that making  such investment will (i) minimize material losses in connection with the related Collateral  Obligation or (ii) otherwise improve recovery prospects with respect to the related obligor or  Collateral Obligation.  Except to the extent provided above, the acquisition of Workout Loans will  not be required to satisfy the Investment Criteria.  Notwithstanding anything else to the contrary  in this Indenture, a Workout Loan will be treated as a Defaulted Obligation for all purposes under  this Indenture; provided that on any Business Day as of which such Workout Loan satisfies the  definition of “Collateral Obligation” (as tested on such date and without giving effect to any carve- outs set forth in this definition), the Collateral Manager may designate (by written notice to the  Issuer and the Collateral Administrator) such Workout Loan as a “Collateral Obligation,” and  thereafter, such Workout Loan shall be treated as a Collateral Obligation for all purposes under  this Indenture.  “Workout Loan Payment Condition”:  A condition that is satisfied on any date of  determination if (x) the aggregate amount of Principal Proceeds (other than proceeds from a  Contribution designated as Principal Proceeds) used to acquire a Workout Loan, measured  cumulatively since the Closing Date, does not exceed 5.0% of the Target Initial Par Amount, (y)  the aggregate amount of Principal Proceeds (other than proceeds from a Contribution designated  as Principal Proceeds) used to acquire a Workout Loan does not exceed 1.5% per annum and (z)  the Adjusted Collateral Principal Amount will be greater than the Reinvestment Target Par  Balance.  “Zero Coupon Bond”:  Any debt security that by its terms (a) does not bear interest  for all or part of the remaining period that it is outstanding, (b) provides for periodic payments of  interest in Cash less frequently than semi-annually or (c) pays interest only at its stated maturity.  





 






  USActive 57779863.5 -76-  47427296.1  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.” For the avoidance of doubt, (i) references to the “redemption” of Debt will be  understood to refer, in the case of the Class A-L Loans, to repayment of the Class A-L Loans by  the Issuer and (ii) references to the “issuance” of Debt or to the “execution”, “authentication”  and/or “delivery” of Debt will be understood to refer, in the case of the Class A-L Loans, to the  incurrence by the Issuer of the Class A-L Loans pursuant to the Class A-L Loan Agreement and  this Indenture.  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 Secured Debt shall be made on the basis of information as to the terms of each such  Asset and upon reports of payments, if any, received on such Asset that are furnished by or on  behalf of the issuer of such Asset and, to the extent they are not manifestly in error, such  information or reports may be conclusively relied upon in making such calculations.  (b) For purposes of calculating the Coverage Tests, except as otherwise  specified in the Coverage Tests, such calculations will not include scheduled interest and principal  payments on Defaulted Obligations unless or until such payments are actually made.  (c) For each Collection Period and as of any date of determination, the  Scheduled Distribution on any Asset (including Current Pay 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 paid 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.  





 






  USActive 57779863.5 -77-  47427296.1  (d) 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 Debt or other amounts payable  pursuant to this Indenture.  For purposes of the applicable determinations required by  Section 10.8(b)(iv), Article XII and the definition of “Interest Coverage Ratio”, the expected  interest on the Secured Debt and Floating Rate Obligations will be calculated using the  then-current interest rates applicable thereto.  For the avoidance of doubt, all amounts calculated  pursuant to this Section 1.2(d) are estimates and may differ from the actual amounts available to  make distributions hereunder, and no party shall have any obligation to make any payment  hereunder due to the assumed amounts calculated under this Section 1.2(d) being greater than the  actual amounts available.  (e) References in Section 11.1(a) to calculations made on a “pro forma basis”  shall mean such calculations after giving effect to all payments, in accordance with the Priority of  Payments described herein, that precede (in priority of payment) or include the clause in which  such calculation is made.  (f) For purposes of calculating all Concentration Limitations, in both the  numerator and the denominator of any component of the Concentration Limitations, Defaulted  Obligations will be treated as having a Principal Balance equal to the Defaulted Obligation  Balance.  (g) If a Collateral Obligation included in the Assets would be deemed a Current  Pay Obligation but for the applicable percentage limitation in the proviso to the definition of  “Defaulted Obligation”, then the Current Pay Obligations with the lowest Market Value (expressed  as a percentage of the Principal Balance of such Current Pay Obligations as of the date of  determination) shall be deemed Defaulted Obligations.  Each such Defaulted Obligation will be  treated as a Defaulted Obligation for all purposes until such time as the aggregate principal balance  of Current Pay Obligations would not exceed, on a pro forma basis including such Defaulted  Obligation, the applicable percentage of the Collateral Principal Amount as set forth in the proviso  to the definition of “Defaulted Obligation.”  (h) Except where expressly referenced herein for inclusion in such calculations,  Defaulted Obligations will not be included in the calculation of the Collateral Quality Test.  (i) For purposes of calculating compliance with the Investment Criteria, upon  the direction of the Collateral Manager by notice to the Trustee and the Collateral Administrator,  any Eligible Investment representing Principal Proceeds received upon the sale or other disposition  of a Collateral Obligation shall be deemed to have the characteristics of such Collateral Obligation  until reinvested in an additional Collateral Obligation.  Such calculations shall be based upon the  principal amount of such Collateral Obligation, except in the case of Defaulted Obligations and  Credit Risk Obligations, in which case the calculations will be based upon the Principal Proceeds  received on the disposition or sale of such Defaulted Obligation or Credit Risk Obligation.  





 






  USActive 57779863.5 -78-  47427296.1  (j) 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 (other than the Reference Rate, which shall be rounded to  the nearest hundred-thousandth), and to the nearest one hundredth if expressed otherwise.  (k) For purposes of calculating the Collateral Quality Tests, DIP Collateral  Obligations will be treated as having an S&P Recovery Rate equal to the S&P Recovery Rate for  Senior Secured Loans.  (l) Notwithstanding any other provision of this Indenture to the contrary, all  monetary calculations under this Indenture shall be in Dollars.  (m) Any reference herein to an amount of the Trustee’s or the Collateral  Administrator’s fees calculated with respect to a period at a per annum rate shall be computed on  the basis of the actual number of days in the applicable Collection Period divided by 360 and shall  be based on the Fee Basis Amount (but including the par amount of all Restructured Loans,  Defaulted Obligations, Equity Securities, Specified Equity Securities and interest only strips),  measured as of the first day of the Collection Period relating to each Payment Date.  (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 “outstanding  principal balance” shall exclude capitalized interest, if any.  (p) Except as expressly set forth herein, the “principal balance” of a Revolving  Collateral Obligation or a Delayed Drawdown Collateral Obligation will include all unfunded  commitments that have not been irrevocably reduced or withdrawn.  (q) For purposes of calculating the Sale Proceeds of a Collateral Obligation in  sale transactions, Sale Proceeds will include any Principal Financed Accrued Interest and Principal  Financed Capitalized Interest received in respect of such sale.  (r) To the extent of any ambiguity in the interpretation of any definition or term  contained in this Indenture or to the extent more than one methodology can be used to make any  of the determinations or calculations set forth therein, in each case as reasonably determined by a  Trust Officer of the Collateral Administrator or the Trustee, the Collateral Administrator shall  request direction from the Collateral Manager as to the interpretation and/or methodology to be  used, and the Collateral Administrator shall follow such direction, and together with the Trustee,  shall be entitled to conclusively rely thereon without any responsibility or liability therefor.  (s) To the fullest extent permitted by applicable law and notwithstanding  anything to the contrary contained in this Indenture, 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  





 






  USActive 57779863.5 -79-  47427296.1  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 under this  Indenture; 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.  (t) With respect to any notice period set forth herein, such period may be  shortened with the consent of each party required to receive such notice.  (u) If withholding tax is imposed on amendment fees, waiver fees, consent fees,  extension fees, commitment fees or other similar fees, the calculations of the Weighted Average  Floating Spread, the Weighted Average Coupon and the Interest Coverage Test (and all component  calculations of such calculations and tests, including when such a component calculation is  calculated independently), as applicable, will be made on a net basis after taking into account such  withholding, unless the Obligor is required to make “gross-up” payments to the Issuer that cover  the full amount of any such withholding tax on an after-tax basis pursuant to the Underlying  Document with respect thereto.  ARTICLE II    THE DEBT  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 Officer 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.  Each Class  A-L Loan will be evidenced by a physical certificate to the extent requested by the applicable Class  A-L Lender pursuant to the Class A-L Loan Agreement.  Section 2.2 Forms of Notes.  (a) The forms of the Notes shall be as set forth in  the applicable part of Exhibit A hereto.  (b) Notes.  (i) The Secured Notes of each Class sold to Qualified Purchasers that are not  U.S. Persons outside the United States 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 form attached as Exhibit A-1 hereto  (each, a “Regulation S Global Note”), and shall be deposited on behalf of the subscribers  for such Notes represented thereby with the Trustee as custodian for, and registered in the  name of Cede & Co., a nominee of, DTC for the respective accounts of Euroclear and  





 






  USActive 57779863.5 -80-  47427296.1  Clearstream, duly executed by the Issuer and authenticated by the Trustee or the  Authenticating Agent as hereinafter provided.  (ii) Other than as set forth in the following sentence, the Secured Notes of each  Class sold to a Person that, at the time of acquisition, purported acquisition or proposed  acquisition of any such Note, are QIB/QPs shall each be issued initially in the form of one  or more permanent Global Note per Class in definitive, fully registered form without  interest coupons substantially in the form attached as Exhibit A-1 hereto (each, a  “Rule 144A Global Note”) and shall be deposited on behalf of the subscribers for such  Notes represented thereby with the Trustee as custodian for, and registered in the name of  Cede & Co., a nominee of, DTC, duly executed by the Issuer and authenticated by the  Trustee or the Authenticating Agent as hereinafter provided.  (iii) [Reserved].  (iv) The Secured Notes sold to persons that are IAI/QPs (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 QP) shall be issued in the form of one  or more definitive, fully registered notes without coupons substantially in the form attached  as Exhibit A-2 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 or Authenticating Agent as hereinafter provided.  (v) The Subordinated Notes shall be issued in the form of one or more  definitive, fully registered notes without coupons substantially in the form attached as  Exhibit A-4 hereto (a “Certificated Subordinated 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 or Authenticating Agent as hereinafter provided.  (vi) The aggregate principal amount of the Regulation S Global Notes and the  Rule 144A Global Notes may from time to time be increased or decreased by adjustments  made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter  provided.  (c) Book Entry Provisions.  This Section 2.2(c) shall apply only to Global  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 Notes insofar as interests in such Global Notes are held by the Agent  Members of Euroclear or Clearstream, as the case may be.  Agent Members shall have no rights under this Indenture with respect to any Global  Notes held on their behalf by the Trustee, as custodian for DTC, and DTC may be treated by the  Issuer, the Trustee, and any agent of the Issuer or the Trustee as the absolute owner of such Note  for all payment purposes whatsoever, and for all other purposes except as provided in  Section 14.2(e).  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,  





 






  USActive 57779863.5 -81-  47427296.1  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.  (d) CUSIPs.  As an administrative convenience or in connection with a Re- Pricing of the Notes, the Issuer or the Issuer’s agent may obtain a separate CUSIP or separate  CUSIPs (or similar identifying numbers) for all or a portion of any Class of Notes.  Section 2.3 Authorized Amount; Stated Maturity; Denominations.  The  aggregate principal amount of Debt that may be authenticated and delivered under this Indenture  or the Class A-L Loan Agreement is limited to U.S.$448,325,000 (including the amount of the  Class A-1 Notes upon Conversion of the Class A-L Loans) (except for (i) Debt authenticated and  delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt pursuant to  Section 2.5, Section 2.6, Section 2.12 or Section 8.5 of this Indenture and (ii) additional securities  issued in accordance with Sections 2.13 and 3.2 or additional loans incurred pursuant to the Class  A-L Loan Agreement).  Such Debt shall be divided into the Classes, having the designations, original  principal amounts and other characteristics as follows:  Class  Designation  Class A-1   Notes  Class A-1F   Notes Class A-L Loans  Class B   Notes  Class C   Notes  Class D  Notes  Subordinated  Notes  Original  Principal  Amount(1) U.S.$199,000,000(2) U.S.$34,250,000(2) U.S.$30,000,000 U.S.$47,250,000 U.S.$31,500,000 U.S.$27,000,000 U.S.$79,325,000  Stated  Maturity  Payment Date in  April 2034  Payment Date in  April 2034  Payment Date in  April 2034  Payment Date in  April 2034  Payment Date in  April 2034  Payment Date in  April 2034  Payment Date in  April 2034  Interest Rate:         Index Reference Rate N/A Reference Rate Reference Rate Reference Rate Reference Rate N/A  Spread(3) 1.80% 4.415% 1.80% 2.30% 3.15% 4.15% N/A  Initial S&P  Rating: AAA (sf) AAA (sf) AAA (sf) AA (sf) A (sf) BBB- (sf) N/A  Priority  Class(es) None None None A-1, A-1F, A-L A-1, A-1F, A-L, B  A-1, A-1F, A-L, B,  C  A-1, A-1F, A-L,  B, C, D  Junior  Class(es)  B, C, D,  Subordinated  B, C, D,  Subordinated  B, C, D,  Subordinated C, D, Subordinated D, Subordinated Subordinated None  Pari Passu  Class(es) A-1F, A-L A-1, A-L A-1, A-1F None None None None  Listed Debt Yes No No Yes Yes No No  Interest  deferrable No No No No Yes Yes N/A  Re-Pricing  Eligible  Debt No No No Yes Yes Yes N/A  ERISA  Restricted  Note No No No No No No Yes  Form  Book-Entry (Physical  for IAIs)  Book-Entry  (Physical for IAIs) Registered Loans  Book-Entry  (Physical for IAIs)  Book-Entry  (Physical for IAIs)  Book-Entry  (Physical for IAIs) Physical    (1) As of the Closing Date.  (2) After the Closing Date, by written notice of 100% of the holders of the Class A-L Loans, all of the Class A-L Loans may be converted into Class A-1 Notes as  set forth herein and under the Class A-L Loan Agreement.  Upon such conversion, the Aggregate Outstanding Amount of the Class A-1 Notes will be increased  by the current outstanding principal amount of the Class A-L Loans to be converted.  For the avoidance of doubt, the initial principal amount of the Class A-1  Notes set forth in this table represents the principal amount of Class A-1 Notes as of the Closing Date.  





 






  USActive 57779863.5 -82-  47427296.1  (3) The Reference Rate for calculating interest on the Floating Rate Debt will initially be the Term SOFR Rate, and will be calculated as set forth under Section 2.7  hereof.  An Alternative Rate may be adopted as a replacement for the Term SOFR Rate following a Benchmark Transition Event.  From and after any such  Alternative Rate is adopted, all references to “Term SOFR Rate” in respect of determining the Interest Rate on the Floating Rate Debt will be deemed to be such  Alternative Rate.  The spread over the Reference Rate with respect to the Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class  of Debt, subject to the conditions set forth in Section 9.7.  The Debt shall be held in the Minimum Denominations.  Debt shall only be  transferred or resold in compliance with the terms of this Indenture (and/or the Class A-L Loan  Agreement, as applicable).  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, facsimile or electronic signatures of individuals who  were at the time of execution 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, 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 and delivered after the Closing Date for any other purpose under this Indenture  shall be dated the date of their authentication.  Notes issued upon transfer, exchange or replacement of other Notes shall be issued  in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes  so transferred, exchanged or replaced, but shall represent only the current Aggregate Outstanding  Amount of the Notes so transferred, exchanged or replaced.  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 Outstanding Amount of such subsequently issued Notes.  No Note shall be entitled to any benefit under this Indenture or be valid or  obligatory for any purpose, unless there appears on such Note a Certificate of Authentication,  substantially in the form provided for herein, executed by the Trustee or by the Authenticating  Agent by the manual signature of one of their authorized signatories, and such Certificate of  Authentication 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 to be kept a register (the “Notes Register”) at the Corporate Trust Office of the Trustee  in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for  the registration of Notes (including the principal amount and stated interest thereon) and the  registration of transfers of Notes.  The Trustee is hereby initially appointed “Notes Registrar” for  the purpose of registering Notes and transfers of such Notes with respect to the Notes Register  





 






  USActive 57779863.5 -83-  47427296.1  maintained in the United States as herein provided.  Upon any resignation or removal of the Notes  Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment,  assume the duties of Notes Registrar.  If a Person other than the Trustee is appointed by the Issuer as Notes Registrar, the  Issuer will give the Trustee prompt written notice of the appointment of a Notes Registrar and of  the location, and any change in the location, of the Notes Register, and the Trustee shall have the  right to inspect the Notes 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 Notes 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 request at any time the Notes Registrar shall  provide to the Issuer, the Collateral Manager, the Initial Purchaser, the Co-Placement Agent or any  Holder a current list of Holders as reflected in the Notes Register.  Subject to this Section 2.5 and Section 2.12, 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, or cause the Authenticating  Agent to 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, upon request of the Issuer, the Collateral Manager, the Initial Purchaser or the Co- Placement Agent, the Trustee shall provide such requesting Person a list of Holders of the Notes,  and each Holder is deemed to agree by acceptance of its Note that the Notes Registrar shall not  have any liability with respect to the release of any information with respect to such Holder to any  such requesting Person.  In addition, when permitted under this Indenture, the Issuer, the Trustee and the  Collateral Manager shall be entitled to rely 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, the Initial Purchaser or the Co-Placement Agent, the Trustee shall provide  such requesting Person a copy of each Beneficial Ownership Certificate that the Trustee has  received (unless otherwise directed by such beneficial owner).  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, or request the Authenticating Agent to  authenticate, and deliver, the Notes that the Holder making the exchange is entitled to receive.  All Notes issued, authenticated and delivered upon any registration of transfer or  exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the  extent they evidence debt), and entitled to the same benefits under this Indenture as the Notes  surrendered upon such registration of transfer or exchange.  





 






  USActive 57779863.5 -84-  47427296.1  Every Note presented or surrendered for registration of transfer or exchange shall  be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the  Notes Registrar duly executed by the Holder thereof or his attorney duly authorized in writing with  such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the  Notes 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 Notes 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 or the Notes Registrar may require payment of a sum sufficient  to cover any transfer, tax or other governmental charge payable in connection therewith.  The  Trustee or the Notes Registrar shall be permitted to request such evidence reasonably satisfactory  to it documenting the identity, authority, and/or signatures of the transferor and transferee.  (a) 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 either of the Issuer to become subject to the requirement that it register as an  investment company under the 1940 Act.  (b) No transfer of any Subordinated Note (or any interest therein) will be  effective, and no such transfer will be recognized, if after giving effect to such transfer 25% or  more of the Aggregate Outstanding Amount of the Subordinated Notes would be held by Persons  who are Benefit Plan Investors as calculated pursuant to 29 C.F.R. Section 2510.3-101, as  modified by Section 3(42) of ERISA (the “25% Limitation”).  For purposes of these calculations  and all other calculations required by this sub-section, any Notes of the Issuer held by a Person  (other than a Benefit Plan Investor) who is a Controlling Person shall be disregarded and not treated  as Outstanding.  The Trustee shall be entitled to rely exclusively upon the information set forth on  the face of the transfer certificates received pursuant to the terms of this Section 2.5 and Section  2.12 and only Notes that a Trust Officer of the Trustee actually knows to be so held shall be so  disregarded.  (c) [Reserved].  (d) Notwithstanding anything contained herein to the contrary, the Trustee shall  not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring  or determining compliance with, the registration provisions of or any exemptions from the  Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction,  ERISA, the Code, the 1940 Act, or the terms hereof; provided that if a transfer certificate is  specifically required by the terms of this Section 2.5 and Section 2.12 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.  





 






  USActive 57779863.5 -85-  47427296.1  (e) Transfers of Global Notes shall only be made in accordance with  Section 2.2(b), this Section 2.5(f) and Section 2.12.  (i) Rule 144A Global Note to Regulation S Global Note.  If a holder of a  beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to  exchange its interest in such Rule 144A Global Note for an interest in the corresponding  Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a  Person who wishes to take delivery thereof in the form of an interest in the corresponding  Regulation S Global Note, such holder (provided that such holder or, in the case of a  transfer, the transferee is a Qualified Purchaser that is not a U.S. person) may, subject to  the immediately succeeding sentence and the rules and procedures of DTC, exchange or  transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial  interest in the corresponding Regulation S Global Note.  Upon receipt by the Notes  Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent  Member directing the Notes Registrar to credit or request to be credited a beneficial interest  in the corresponding Regulation S Global Note, but not less than the Minimum  Denomination applicable to such holder’s Notes, in an amount equal to the beneficial  interest in the Rule 144A Global Note to be exchanged or transferred, (B) a written order  given in accordance with DTC’s procedures containing information regarding the  participant account of DTC and the Euroclear or Clearstream account to be credited with  such increase, (C) a certificate in the form of Exhibit 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 Notes,  including that the holder or the transferee, as applicable, is a Qualified Purchaser that is not  a U.S. person and is purchasing such beneficial interest in reliance on Regulation S, and  (D) a written certification in the form of Exhibit B-7 attached hereto given by the transferee  in respect of such beneficial interest stating, among other things, that such transferee is a  Qualified Purchaser that is not a U.S. person and is purchasing such beneficial interest  outside the United States in reliance on Regulation S, then the Notes Registrar shall  confirm the instructions at DTC to reduce the principal amount of the Rule 144A Global  Note and to increase the principal amount of the Regulation S Global Note by the aggregate  principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged  or transferred, and to credit or request to be credited to the securities account of the Agent  Member specified in such instructions a beneficial interest in the corresponding  Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A  Global Note.  (ii) Regulation S Global Note to Rule 144A Global Note.  If a holder of a  beneficial interest in a Regulation S Global Note deposited with DTC wishes at any time  to exchange its interest in such Regulation S Global Note for an interest in the  corresponding Rule 144A Global Note or to transfer its interest in such Regulation S  Global Note to a Person who wishes to take delivery thereof in the form of an interest in  the corresponding Rule 144A Global Note, such holder may, subject to the immediately  succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC,  as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest  for an equivalent beneficial interest in the corresponding Rule 144A Global Note.  Upon  receipt by the Notes Registrar of (A) instructions from Euroclear, Clearstream and/or DTC,  





 






  USActive 57779863.5 -86-  47427296.1  as the case may be, directing the Notes Registrar to request to be credited a beneficial  interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial  interest in such Regulation S Global Note, but not less than the Minimum Denomination  applicable to such holder’s Notes to be exchanged or transferred, such instructions to  contain information regarding the participant account with DTC to be credited with such  increase, (B) a certificate in the form of Exhibit B-4 attached hereto given by the holder of  such beneficial interest and stating, among other things, that, in the case of a transfer, the  Person transferring such interest in such Regulation S Global Note reasonably believes that  the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, 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 QIB/QP, then the Notes Registrar will approve the instructions at DTC to  reduce, or request to be reduced, the Regulation S Global Note by the aggregate principal  amount of the beneficial interest in the Regulation S Global Note to be transferred or  exchanged and the Notes Registrar shall instruct DTC, concurrently with such reduction,  to credit or request to be credited to the securities account of the Agent Member specified  in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal  to the reduction in the principal amount of the Regulation S Global Note.  (iii) Global Note to Certificated Note.  Subject to Section 2.10(a), if a holder of  a beneficial interest in a Global Note deposited with DTC wishes at any time to exchange  its interest or transfer its interest in such Global Note to a Person who wishes to take  delivery thereof in the form of a corresponding Certificated 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 Note.  Upon receipt by the Notes 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 Notes Registrar will confirm the  instructions at DTC to reduce, or request to be reduced, the Global Note by the aggregate  principal amount of the beneficial interest in the Global Note to be transferred and record  the transfer in the Notes Register in accordance with Section 2.5(a) and upon execution by  the Issuer, authentication by the Trustee or the Authenticating Agent and delivery by the  Trustee of one or more corresponding Certificated 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 Note transferred by the transferor), and in authorized  denominations.  (f) Transfers of Certificated Notes shall only be made in accordance with  Section 2.2(b), this Section 2.5(g) and Section 2.12.  (i) Certificated Notes to Rule 144A Global Notes or Regulation S Global  Notes.  If a holder of a Certificated Note wishes at any time to exchange its interest in such  Certificated Note for a beneficial interest in a corresponding Rule 144A Global Note or  Regulation S Global Note or to transfer such Certificated Note to a Person who wishes to  





 






  USActive 57779863.5 -87-  47427296.1  take delivery thereof in the form of a beneficial interest in a corresponding Rule 144A  Global Note or Regulation S Global Note, such holder may, subject to the immediately  succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC,  as the case may be, exchange or transfer, or cause the exchange or transfer of, such  Certificated Note for a beneficial interest in a corresponding Rule 144A Global Note or  Regulation S Global Note.  Upon receipt by the Notes Registrar of (A) a Holder’s  Certificated Note properly endorsed for assignment to the transferee, (B) a certificate  substantially in the form of Exhibit B-1 or Exhibit B-4 (as applicable) attached hereto  executed by the transferor and a certificate substantially in the form of Exhibit B-6 or  Exhibit 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 request to be credited a beneficial interest in the  applicable Rule 144A Global Notes or Regulation S Global Notes in an amount equal to  the Certificated Notes to be transferred or exchanged, and (D) a written order given in  accordance with DTC’s procedures containing information regarding the Agent Member’s  account at DTC and/or Euroclear or Clearstream to be credited with such increase, the  Notes Registrar shall cancel such Certificated Note in accordance with Section 2.9, record  the transfer in the Notes Register in accordance with Section 2.5(a) and confirm the  instructions at DTC, concurrently with such cancellation, to credit or request to be credited  to the securities account of the Agent Member specified in such instructions a beneficial  interest in the corresponding Rule 144A Global Note or Regulation S Global Note equal to  the principal amount of the Certificated Note transferred or exchanged.  (ii) [Reserved].  (iii) Certificated Notes to Certificated Notes.  If a holder of a Certificated Note  wishes at any time to exchange such Certificated Note for one or more Certificated Notes  or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the  form of a Certificated Note, such holder may exchange or transfer, or cause the exchange  or transfer of, such Certificated Note.  Upon receipt by the Notes Registrar of (A) a  Holder’s Certificated Note properly endorsed for assignment to the transferee, and  (B) certificates substantially in the form of Exhibit B-2 and, in the case of a transfer or  exchange of ERISA Restricted Notes, Exhibit B-3 and Exhibit B-5 attached hereto  executed by the transferee, the Notes Registrar shall cancel such Certificated Note in  accordance with Section 2.9, record the transfer in the Notes Register in accordance with  Section 2.5(a) and upon execution by the Issuer, authentication by the Trustee or the  Authenticating Agent and delivery by the Trustee, deliver one or more Certificated Notes  bearing the same designation as the Certificated Note endorsed for transfer, registered in  the names specified in the assignment described in clause (A) above, in principal amounts  designated by the transferee (the aggregate of such principal amounts being equal to the  aggregate principal amount of the Certificated Note surrendered by the transferor), and in  authorized denominations.  (g) 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 applicable legend shall not be  removed unless there is delivered to the Trustee and the Issuer such satisfactory evidence, which  





 






  USActive 57779863.5 -88-  47427296.1  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.  (h) Each Person who becomes a beneficial owner of Notes represented by an  interest in a Global Note will be deemed to have represented and agreed as follows (except as may  be expressly agreed in writing between such Person and the Issuer, if such Person is an initial  purchaser, which writing shall be provided to the Trustee):  (i) In connection with the purchase of such Notes:  (A) none of the Issuer, the  Collateral Manager, the Initial Purchaser, the Co-Placement Agent, the Trustee, the  Collateral Administrator 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 Initial Purchaser, the Co-Placement Agent, the Collateral Administrator 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 (including, without limitation, the descriptions therein of the structure of the  transaction in which the Notes are being issued and the risks to purchasers of the Notes);  (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 Initial Purchaser, the Co-Placement Agent,  the Collateral Administrator 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 Note)  both (a) a QIB 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 an entity (other than a trust) owned exclusively by  “qualified purchasers” or (2) (in the case of a beneficial owner of an interest in a  Regulation S Global Note) a Qualified Purchaser and is acquiring the Notes 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 and not with a view to the resale,  distribution or other disposition thereof in violation of the Securities Act; (F) such  beneficial owner was not formed for the purpose of investing in such Notes; (G) such  beneficial owner understands that the Issuer may receive a list of participants holding  interests in the Notes from one or more book-entry depositories, (H) such beneficial owner  





 






  USActive 57779863.5 -89-  47427296.1  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, representations, warranties and agreements to subsequent transferees.  (ii) Such beneficial owner represents, warrants and agrees that for the Class A- 1 Notes, Class A-1F Notes, Class B Notes, Class C Notes, and Class D Notes only, (A) if  it is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and  disposition of such Notes (or any interest therein) 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 a governmental, church, non-U.S. or other plan, such  Person’s acquisition, holding and disposition of such Notes (or any interest therein) will  not constitute or result in a violation of any such Other Plan Law.  (iii) If such beneficial owner is a Benefit Plan Investor, then it is deemed to  represent, warrant and agree that:  (i) none of the Issuer, the Initial Purchaser, the Co- Placement Agent, the Collateral Manager, the Retention Holder, the Trustee or the  Collateral Administrator, nor any of their respective affiliates, has provided any  individualized investment advice on which it, or any fiduciary or other person investing  the assets of the Benefit Plan Investor (“Plan Fiduciary”), has relied as a primary basis in  connection with its decision to invest in the Notes, and they are not otherwise undertaking  to act 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 Notes; and (ii) the Plan Fiduciary is exercising its own  independent judgment in evaluating the transaction.  (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 none of the Issuer or the pool  of Assets has 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 Notes and that beneficial interests therein may be held only through  DTC for the respective accounts of Euroclear or Clearstream.  (vi) Such beneficial owner agrees to the provisions of Section 2.12, to the extent  applicable to such beneficial owner.  





 






  USActive 57779863.5 -90-  47427296.1  (vii) [Reserved].  (viii) Such beneficial owner agrees not to seek to commence in respect of the  Issuer, or cause the Issuer to commence, a bankruptcy proceeding before a year and a day  has elapsed since the payment in full to the holders of the Debt issued pursuant to this  Indenture or, if longer, the applicable preference period (plus one day) then in effect.  (ix) Such beneficial owner agrees that (a)(i) the express terms of this Indenture  govern the rights of the holders to direct the commencement of a Proceeding against any  Person, (ii) this Indenture contains limitations on the rights of the holders to direct the  commencement of any such Proceeding, and (iii) each beneficial owner shall comply with  such express terms if it seeks to direct the commencement of any such Proceeding, (b) there  are no implied rights under this Indenture to direct the commencement of any such  Proceeding, and (c) notwithstanding any provision of this Indenture, or any provision of  the Notes, the Collateral Administration Agreement or of any other agreement, the Issuer  shall be under no duty or obligation of any kind to the holders of the Notes (or of any  interest therein), or any of them, to institute any legal or other proceedings of any kind,  against any person or entity, including, without limitation, the Trustee, the Collateral  Manager, the Collateral Administrator or the Calculation Agent.  (x) Such beneficial owner agrees that the Issuer, or the Re-Pricing Intermediary  on behalf of the Issuer, may enter into binding commitments to sell and transfer all Notes  of a Re-Priced Class held by non-consenting holders pursuant to this Indenture, and if such  beneficial owner is a non-consenting holder, it agrees to sell and transfer its Notes in  accordance with the provisions of this Indenture and hereby irrevocably appoints the Issuer,  or the Re-Pricing Intermediary on behalf of the Issuer, as its true and lawful agent and  attorney-in-fact (with full power of substitution) in its name, place and stead and at its  expense, in connection with such sale and transfer, and agrees to cooperate with the Issuer,  the Re-Pricing Intermediary on behalf of the Issuer, or the Trustee to effect such sale and  transfers.  (xi) Such beneficial owner will provide notice to each Person to whom it  proposes to transfer any interest in the Notes of the transfer restrictions, representations,  warranties and agreements set forth in this Indenture.  (xii) [Reserved].  (i) Each transferee of Subordinated Notes (other than purchasers on the  Closing Date) will be required to execute and deliver to the Issuer and the Trustee certificates  substantially in the form of Exhibit B-3 and Exhibit B-5 attached hereto in which it will be required  to agree that such transferee will not transfer its interest in the Subordinated Notes except in  compliance with the transfer restrictions set forth in this Indenture (including the requirement that  any subsequent transferee execute and deliver such letter as a condition to any subsequent transfer).  (i) Each Person who becomes an owner of a Certificated Note will be required  to make the representations and agreements set forth in Exhibit B-2 or Exhibit B-3, as  applicable.  





 






  USActive 57779863.5 -91-  47427296.1  (ii) Each purchaser or transferee of a Subordinated Note (or any interest therein)  will be required to represent and warrant (A) whether or not, for so long as it holds such  Notes or interest therein, it is, or is acting on behalf of, a Benefit Plan Investor or a  Controlling Person and (B) that (1) if it is, or is acting on behalf of, a Benefit Plan Investor,  its acquisition, holding and disposition of such Notes (or any interest therein) will not  constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or  Section 4975 of the Code or (2) if it is a governmental, church, non-U.S. or other plan, (i)  it is not, and for so long as it holds such Notes or interests therein will not be, subject to  Similar Law, and (ii) its acquisition, holding and disposition of such Notes (or any interest  therein) will not constitute or result in a violation of any Other Plan Law.  (j) 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.  (k) 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 or the Code 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.  (l) The Notes Registrar, the Trustee and the Issuer shall be entitled to  conclusively rely on the information set forth on the face of any purchaser, 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.  (m) For the avoidance of doubt, notwithstanding anything in this Indenture to  the contrary, the Initial Purchaser or the Co-Placement Agent may hold a position in a Regulation S  Global Note prior to the distribution of the applicable Notes represented by such position.  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, or cause the Authenticating Agent to 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.  





 






  USActive 57779863.5 -92-  47427296.1  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 their discretion may, instead of issuing a new Note pay such Note without  requiring surrender thereof except that any mutilated or defaced Note shall be surrendered.  Upon the issuance of any new Note under this Section 2.6, the Issuer may require  the payment by the Holder thereof of a sum sufficient to cover any tax or other governmental  charge that may be imposed in relation thereto and any other expenses (including the fees and  expenses of the Trustee) connected therewith.  Every new Note issued pursuant to this Section 2.6 in lieu of any mutilated,  defaced, destroyed, lost or stolen Note shall constitute an original additional contractual obligation  of the Issuer and such new Note shall be entitled, subject to the second paragraph of this  Section 2.6, to all the benefits of this Indenture equally and proportionately with any and all other  Notes of the same Class duly issued hereunder.  The provisions of this Section 2.6 are exclusive and shall preclude (to the extent  lawful) all other rights and remedies with respect to the replacement or payment of mutilated,  defaced, destroyed, lost or stolen Notes.  Section 2.7 Payment of Principal and Interest and Other Amounts; Principal and  Interest Rights Preserved.  (a) The Debt of each Class shall accrue interest during each Interest  Accrual Period at the applicable Interest Rate and such interest will be payable in arrears on each  Payment Date on the Aggregate Outstanding Amount thereof on the first day of the related Interest  Accrual Period (after giving effect to payments of principal thereof on such date) at the applicable  Interest Rate from the Closing Date, and shall accrue for each period (including the first and last  days thereof) specified in the definition of the term Interest Accrual Period and be payable in  arrears on each Payment Date, except as otherwise set forth below.  Payment of interest on each  Class of Debt (other than the Class A Debt) (and payments of available Interest Proceeds to the  Holders of the Subordinated Notes) will be subordinated to the payment of interest on each related  Priority Class as provided in Section 11.1.  So long as any Priority Class is Outstanding with  respect to each Class of Deferrable Notes, any payment of interest due on such Class of Deferrable  Notes which is not available to be paid in accordance with the Priority of Payments on any Payment  Date (“Deferred Interest”) shall not be considered “due and payable” for the purposes of  Section 5.1(a) (and the failure to pay such interest shall not be an Event of Default) and, thereafter,  will bear interest at the Interest Rate for such Class of Deferrable Notes (as applicable) until the  earliest of (i) the Payment Date on which funds are available to pay such Deferred Interest in  accordance with the Priority of Payments, (ii) the Redemption Date with respect to such Class of  Deferrable Notes, and (iii) the Stated Maturity of such Class of Deferrable Notes.  Deferred Interest  on the Deferrable Notes shall be payable on the first Payment Date on which funds are available  to be used for such purpose in accordance with the Priority of Payments, but in any event no later  





 






  USActive 57779863.5 -93-  47427296.1  than the earlier of the Payment Date (x) which is the Redemption Date with respect to such Class  of Deferrable Notes, and (y) which is the Stated Maturity of such Class of Deferrable Notes.   Regardless of whether any Priority Class is Outstanding with respect to a Class of Deferrable  Notes, to the extent that funds are not available on any Payment Date (other than the Redemption  Date with respect to, or Stated Maturity of, such Class of Deferrable Notes) to pay previously  accrued Deferred Interest, such previously accrued Deferred Interest will not be due and payable  on such Payment Date and any failure to pay such previously accrued Deferred Interest on such  Payment Date will not be an Event of Default.  Interest will cease to accrue on the Debt, or in the  case of a partial repayment, on such repaid part, from the date of repayment.  To the extent lawful  and enforceable, interest on any interest that is not paid when due on any Class A Debt or Class B  Notes or, if no Class A Debt or Class B Notes are Outstanding, any Class C Notes, or if no Class C  Notes are Outstanding, any Class D Notes, shall accrue at the Interest Rate for such Class until  paid as provided herein.  (b) The principal of each Class of Secured Debt matures at par and is due and  payable on the date of the Stated Maturity for the applicable Class, unless such principal has been  previously repaid or unless the unpaid principal of such Secured Debt 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 Debt (and distributions 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 Debt (and distributions  on Principal Proceeds to the Holders of the 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 Secured Debt 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 Debt 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 person” as defined in  section 7701(a)(30) of the Code or, in the case of the Debt (other than the Subordinated Notes),  the appropriate IRS Form W-8 (or applicable successor form) (together with all appropriate  attachments) in the case of a Person that is not a “United States person” as defined in section  7701(a)(30) of the Code) 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 Debt or the  Holder or beneficial owner of such Debt under any present or future law or regulation of the United  States, any other jurisdiction or any political subdivision thereof or taxing authority therein or to  comply with any reporting or other requirements under any such law or regulation and the delivery  of any information required under FATCA 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 Debt 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 Debt.   





 






  USActive 57779863.5 -94-  47427296.1  Nothing herein shall be construed to obligate the Paying Agent or the Trustee to determine the  duties or liabilities of the Issuer or any other paying agent with respect to any tax certification or  withholding requirements, or any tax certification or withholding requirements of any jurisdiction,  political subdivision or taxing authority outside the United States.  (e) Payments in respect of interest on and principal of any Secured 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 Note, to the Holder or its nominee with respect to a  Certificated Note, by wire transfer, as directed by such Person, in immediately available funds to  a Dollar account maintained by DTC or its nominee with respect to a Global Note, 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 applicable Register.  Upon final payment  due on the Maturity of any Notes, 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 Loan Agent, 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 or any of their nominees relating to or for payments  made thereby on account of beneficial interests in a Global Note.  In the case where any final  payment of principal and interest is to be made on any Debt (other than on the Stated Maturity  thereof), the Trustee or Loan Agent, as applicable, 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 applicable Register, a  notice which shall specify the date on which such payment will be made and the place where such  Debt may, as applicable, be presented and surrendered for such payment.  (f) Payments of principal to Holders of the Secured Debt of each Class shall be  made in the proportion that the Aggregate Outstanding Amount of the Secured Debt of such Class  registered in the name of each such Holder on the applicable Record Date bears to the Aggregate  Outstanding Amount of all Secured Debt of such Class on such Record Date.  Payments to the  Holders of the Subordinated Notes from Interest Proceeds and Principal Proceeds shall be made  in the proportion that the Aggregate Outstanding Amount of the Subordinated Notes registered in  the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding  Amount of all Subordinated Notes on such Record Date.  (g) Interest accrued with respect to the Floating Rate Debt shall be calculated  on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided  by 360.  Interest accrued with respect to the Fixed Rate Debt shall be calculated on the basis of a  360-day year consisting of twelve 30-day months; provided, that if a Redemption or a Re-Pricing  occurs on a Business Day that would not otherwise be a Payment Date, interest on such Fixed Rate  





 






  USActive 57779863.5 -95-  47427296.1  Debt shall be calculated on the basis of the actual number of days elapsed in the applicable Interest  Accrual Period divided by 360.  (h) All reductions in the principal amount of any Debt (or one or more  predecessor Debt instruments, as applicable) effected by payments of installments of principal  made on any Payment Date or Redemption Date shall be binding upon all future Holders of such  Debt and of any Debt issued or incurred upon the registration of transfer thereof or in exchange  therefor or in lieu thereof, whether or not such payment is noted on such Debt instrument.  (i) Notwithstanding any other provision of this Indenture or the Class A-L  Loan Agreement, the obligations of the Issuer under the Debt and this Indenture and the Class A- L Loan Agreement are limited recourse obligations of the Issuer payable solely from the Assets  and following realization of the Assets, and application of the proceeds thereof in accordance with  this Indenture, all obligations of and any claims against the Issuer hereunder or in connection  herewith after such realization shall be extinguished and shall not thereafter revive.  No recourse  shall be had against any officer, director, manager, partner, member, employee, shareholder,  authorized Person or incorporator of either the Issuer, the Collateral Manager or their respective  affiliates, successors or assigns for any amounts payable under the Debt 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 Debt 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 Debt or this Indenture or the Class A-L Loan Agreement, 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 any Debt the Person in whose name such Debt  is registered on the Notes Register or Loan Register, as applicable, on the applicable Record Date  for the purpose of receiving payments of principal of and interest on such Debt and on, other than  as otherwise expressly provided in this Indenture, any other date for all other purposes whatsoever  (whether or not such Debt is overdue), and neither the Issuer nor the Trustee, or any agent of the  Issuer or the Trustee shall be affected by notice to the contrary.  Section 2.9 Cancellation.  All Debt surrendered for payment, 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 Debt may be surrendered (including any surrender  in connection with any abandonment thereof) except for payment as provided by the Constituting  Documents, or for registration of transfer or exchange in accordance with this Article II or  





 






  USActive 57779863.5 -96-  47427296.1  redemption in accordance with Article IX hereof (and, in the case of Special Redemption, a  Mandatory Redemption, or an Optional Redemption in part by Class, only to the extent that such  Special Redemption, Mandatory Redemption, Clean-Up Call Redemption or Optional Redemption  results in payment in full of the applicable Class of Debt), or for replacement in connection with  any Debt deemed lost or stolen.  The Issuer may not purchase any of the Debt; provided that such  prohibition shall not be deemed to limit the Issuer’s rights or obligations relating to any redemption  of the Debt permitted or required hereunder.  Any Debt surrendered for cancellation as permitted  by this Section 2.9 shall, if surrendered to any Person other than the Trustee or the Loan Agent, be  delivered to the Trustee or the Loan Agent, as applicable.  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 Debt held by the Trustee or the Loan Agent shall be  destroyed or held by the Trustee or the Loan Agent, as applicable 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) Global Note deposited with DTC  pursuant to Section 2.2 shall be transferred in the form of a corresponding Certificated Note to the  beneficial owners thereof (as instructed by DTC) only if (A) such transfer complies with  Section 2.5 of this Indenture and (B) either (x)(i) DTC notifies the Issuer that it is unwilling or  unable to continue as depository for such Global Note, or (ii) DTC ceases to be a Clearing Agency  registered under the Exchange Act and, in each case, a successor depository is not appointed by  the Issuer within 90 days after receiving notice of 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 Note.  (b) Any Global Note that is transferable in the form of a corresponding  Certificated Note to the beneficial owner thereof pursuant to this Section 2.10 shall be surrendered  by DTC to the Trustee’s 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, or cause the  Authenticating Agent to authenticate, and deliver, upon such transfer of each portion of such  Global Note, an equal aggregate principal amount of definitive physical certificates (pursuant to  the instructions of DTC) in authorized denominations.  Any Certificated Note delivered in  exchange for an interest in a Rule 144A Global Note or Regulation S Global Note shall, except as  otherwise provided by Section 2.5, bear the legends set forth in the applicable Exhibit A and shall  be subject to the transfer restrictions referred to in such legends.  (c) Subject to the provisions of sub-section (b) of this Section 2.10, the Holder  of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members  and Persons that may hold interests through Agent Members, to take any action which such Holder  is entitled to take under this Indenture or the Notes.  (d) In the event of the occurrence of any of the events specified in  sub-section (a) of this Section 2.10, the Issuer will promptly make available to the Trustee a  reasonable supply of Certificated Notes.  If Certificated Notes are not so issued by the Issuer to such beneficial owners of  interests in Global Notes as required by sub-section (a) of this Section 2.10, the Issuer expressly  





 






  USActive 57779863.5 -97-  47427296.1  acknowledges that the beneficial owners shall be entitled to pursue any remedy that the Holders  of a Global Note would be entitled to pursue in accordance with Article V of this Indenture (but  only to the extent of such beneficial owner’s interest in the Global Note) as if corresponding  Certificated Notes had been issued; provided that the Trustee shall be entitled to rely upon any  certificate of ownership provided by such beneficial owners (including a certificate in the form of  Exhibit D) and/or other forms of reasonable evidence of such ownership.  Neither the Trustee nor the Notes Registrar shall be liable for any delay in the  delivery of directions from the DTC, as 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, any transfer of a beneficial interest in any Notes to (i) a U.S. person  that is not a QIB/QP (other than, solely in the case of Notes issued as Certificated Notes, a U.S.  person that is an Institutional Accredited Investor and is also a Qualified Purchaser (or a  corporation, partnership, limited liability company or other entity (other than a trust), each  shareholder, partner, member or other equity owner of which is a Qualified Purchaser) and solely  in the case of the Subordinated Notes, other Accredited Investors that are Knowledgeable  Employees with respect to the Issuer), (ii) a non-U.S. person that is not a Qualified Purchaser or  (iii) in the case of the Subordinated Notes, a person not treated as a “United States person” as  defined in section 7701(a)(30) of the Code, shall in either case 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.  In addition, the acquisition of Notes by a Non-Permitted  Holder under Section 2.11(b) shall be null and void ab initio.  (b) If any (i) U.S. person that is not a QIB/QP (other than (x) solely in the case  of Notes issued as Certificated Notes, a U.S. person that is an Institutional Accredited Investor and  is also a Qualified Purchaser (or a corporation, partnership, limited liability company or other  entity (other than a trust), each shareholder, partner, member or other equity owner of which is a  Qualified Purchaser) and (y) solely in the case of Subordinated Notes, a U.S. person that is an  Accredited Investor that is also a Knowledgeable Employee with respect to the Issuer) or (ii) non- U.S. person that is not a Qualified Purchaser shall, in either case, become the holder or beneficial  owner of an interest in any Notes (any such Person a “Non-Permitted Holder”), the acquisition of  such Notes by such holder shall be null and void ab initio.  The Issuer (or the Collateral Manager  acting 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 Non-Permitted  Holder 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, but is not required to, select the purchaser by soliciting one or  more bids from one or more brokers or other market professionals that regularly deal in securities  





 






  USActive 57779863.5 -98-  47427296.1  similar to the Notes and selling 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.  (c) If any Person shall become the beneficial owner of a Note (or any interest  therein) 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 a  violation of the 25% Limitation (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 to the Issuer from the Trustee (if a  Trust Officer of the Trustee obtains actual knowledge, in which case the Trustee agrees to notify  the Issuer of such discovery), send notice to such Non-Permitted ERISA Holder demanding that  such Non-Permitted ERISA Holder transfer all or any portion of the Notes (or any interest therein)  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 (or  its interests therein), the Issuer shall have the right, without further notice to the Non-Permitted  ERISA Holder, to sell such Non-Permitted ERISA Holder’s Notes (or interests therein) 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, or the Collateral Manager on behalf of the Issuer, may, but is not  required to, 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  (or interests therein) to the highest such bidder.  The holder of each Note (or any interest therein),  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 the Notes (or any interest therein), 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, the  Loan Agent or the Collateral Manager shall be liable to any Person having an interest in the Notes  sold as a result of any such sale or the exercise of such discretion.  Section 2.12 Tax Treatment and Tax Certifications.  (a) Each Holder will treat the Issuer and the Notes as described in the “Certain  U.S. Federal Income Tax Considerations” section of the Offering Circular for all U.S. federal,  state and local income tax purposes and will take no action inconsistent with such treatment unless  required by law.  





 






  USActive 57779863.5 -99-  47427296.1  (b) Each Holder will timely furnish the Issuer, the Trustee and their respective  agents with any tax forms or certifications (including, without limitation, IRS Form W-9, an  applicable IRS Form W-8 (together with all applicable attachments), or any successors to such IRS  forms) that the Issuer or its agents reasonably request (A) to permit the Issuer, the Trustee and their  respective agents to make payments to the Holder without, or at a reduced rate of, deduction or  withholding, (B) to enable the Issuer and its agents to qualify for a reduced rate of withholding or  deduction in any jurisdiction from or through which they receive payments, and (C) to enable the  Issuer, the Trustee and their respective agents to satisfy reporting and other obligations under any  applicable law or regulation (including any cost basis reporting obligation), and will update or  replace such tax forms or certifications in accordance with their terms or subsequent amendments.  Each Holder acknowledges that the failure to provide, update or replace any such tax forms or  certifications may result in the imposition of withholding or back-up withholding on payments to  the Holder.  (c) Each Holder of a Note (or interest therein) will be deemed (and may be  required) to represent and agree that:  (i) in the case of the Class A-1 Notes, the Class A-1F Notes, the Class B Notes,  the Class C Notes or the Class D Notes, if it is not a “United States person” (as defined in  Section 7701(a)(30) of the Code),  (A) it:  (1) is not 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);  (2) is not a “10 percent shareholder” with respect to the Issuer  (or, for so long as the Subordinated Notes are held by a single Holder, such  Holder of the Subordinated Notes) within the meaning of Section 871(h)(3)  or Section 881(c)(3)(B) of the Code; and  (3) is not a “controlled foreign corporation” that is related to any  Holders of the Subordinated Notes within the meaning of Section  881(c)(3)(C) of the Code; or  (B) it has provided an IRS Form W-8ECI representing that all payments  received or to be received by it from the Issuer are effectively connected with its  conduct of a trade or business in the United States and includible in its gross  income; or  (C) it is eligible for benefits under an income tax treaty with the United  States that eliminates U.S. federal income tax of payments on the Notes; and  (ii) it will provide the Issuer and the Trustee with certifications necessary to  establish that it is not subject to U.S. federal withholding tax under FATCA; and  





 






  USActive 57779863.5 -100-  47427296.1  (iii) if it is a Holder of Notes, for U.S. federal income tax purposes, it is not a  member of an “expanded group” (as defined in Treasury Regulations Section 1.385- 1(c)(4)) with respect to which a Holder of Subordinated Notes is a “covered member” (as  defined in Treasury Regulations Section 1.385-1(c)(2)), except to the extent that the Issuer  or its agents have provided such Holder with an express waiver of this representation; and  (iv) in the case of the Subordinated Notes:  (A) it is a “United States person” within the meaning of Section  7701(a)(30) of the Code, and will provide a properly completed and signed IRS  Form W-9 (or applicable successor form). It understands and acknowledges that  failure to provide the Issuer or the Trustee with the applicable tax certifications may  result in withholding or back-up withholding from payments to it in respect of the  Subordinated Notes; and  (B) it acknowledges and agrees that no Subordinated Note (or interest  therein) may be acquired, and no holder of a Subordinated Note may sell, transfer,  assign, participate, pledge or otherwise dispose of, transfer or convey in any manner  a Subordinated Note (or any interest therein) or other equity interest in the Issuer  or cause a Subordinated Note or other equity interest in the Issuer to be marketed,  (1) on or through (x) a United States national, regional or local securities exchange,  (y) a foreign securities exchange or (z) an interdealer quotation system that  regularly disseminates firm buy or sell quotations or (2) if such acquisition would  cause the combined number of holders of Subordinated Notes and any equity  interests in the Issuer to be held by more than 90 persons; and  (C) it acknowledges and agrees that it will not enter into any financial  instrument the payments on which are, or the value of which is, determined in  whole or in part by reference to the such Notes or other equity interests in the Issuer  (including the amount of distributions on the such Notes or such equity interests,  the value of the Issuer’s assets, or the result of the Issuer’s operations), or any  contract that otherwise is described in Treasury Regulations Section 1.7704- 1(a)(2)(i)(B); and  (D) it acknowledges and agrees that no Subordinated Note (or interest  therein) may 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 (1)(x) none of the direct or indirect Holders of any interest in such person  have more than 40% of the value of its interest in such person attributable to the  aggregate interest of such person in the combined value of the Subordinated Notes  and any other equity interests of the Issuer held by such person and (y) a principal  purpose of the arrangement involving the investment of such person in any  Subordinated Notes (or any other equity interests in the Issuer) is not and will not  be to permit any partnership to satisfy the 100 partner limitation of Section 1.7704- 1(h)(1)(ii) of the regulations under the Code; or (2) the Issuer must otherwise  determine that the holder will not cause the Issuer to be unable to rely on the  “private placement” safe harbor of Treasury Regulations Section 1.7704-1(h); and  





 






  USActive 57779863.5 -101-  47427296.1  (E) it may not transfer all or any portion of the Subordinated Notes  unless: (1) the person to which it transfers such Subordinated Notes agrees to be  bound by the restrictions, conditions, representations, warranties, and covenants set  forth in the Indenture and this clause (iv), and (2) such transfer does not violate this  clause (iv).   Any transfer made in violation of this clause (iv), or that otherwise would  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 shall not bind or be recognized by the Issuer or any other person, and no person  to which such Subordinated Notes are transferred shall become a holder unless such  person agrees to be bound by this clause (iv). However, notwithstanding the  immediately preceding sentence, a transfer in violation of provisions (B), (C), (D),  or (E) shall be permitted if the Issuer obtains written advice of Dechert LLP or  Cadwalader, Wickersham & Taft LLP, or receives an opinion of another nationally  recognized tax counsel, that the transfer will not cause the Issuer to be treated as a  “publicly traded partnership” taxable as a corporation for U.S. federal income tax  purposes.  (d) In the event such beneficial owner owns less than 100% of the Subordinated  Notes, it will not acquire Subordinated Notes if such acquisition would cause it to own 100% of  the Subordinated Notes.  (e) In the event such beneficial owner owns 100% of the Subordinated Notes,  such beneficial owner will not sell, transfer, assign, participate, pledge or otherwise dispose of any  Note unless it obtains written advice of Dechert LLP or Cadwalader, Wickersham & Taft LLP, or  an opinion of another nationally recognized tax counsel, that such sale, transfer, assignment,  participation, pledge or disposition will not cause the Issuer to be treated as a “publicly traded  partnership” taxable as a corporation for U.S. federal income tax purposes.  (f) Each Holder of Subordinated Notes hereby agrees to take any and all  actions, and to furnish any and all information, requested by the Issuer in order to permit the Issuer  to minimize any tax liability that would otherwise be imposed on the Issuer under Section 6225 of  the Code, or any successor provision, including (if requested by the Issuer) by (i) filing amended  tax returns to take into account any adjustment to the amount of any item of income, gain, loss,  deduction, or credit of the Holder, or of any Person’s distributive share thereof, and (ii) providing  the Issuer with any information necessary for the Issuer to (x) establish the amount of any tax  liability resulting from any such adjustment and (y) elect (in accordance with Section 6226 of the  Code, or any successor provision) for each Holder to take any such adjustment into account  directly. To the fullest extent permitted by law, each Holder of Subordinated Notes hereby agrees  to indemnify the Issuer for the Holder’s allocable share of any applicable tax liability of any type  whatsoever (including any liability for penalties, additions to tax or interest) attributable to such  Holder’s share of the income of the Issuer or attributable to distributions to such Holder.  Section 2.13 Additional Issuance.  (a) At any time during the Reinvestment  Period (or, in the case of a Risk Retention Issuance or an issuance solely of additional Subordinated  Notes and/or Junior Mezzanine Notes, at any time), the Issuer may issue and sell (i) additional  





 






  USActive 57779863.5 -102-  47427296.1  Debt of each Class (on a pro rata basis with respect to each Class of Debt or, if additional Class A  Debt is not being issued, on a pro rata basis for all Classes that are subordinate to the Class A  Debt) and/or (ii) additional Subordinated Notes and/or additional debt of any one or more new  classes of Debt that are fully subordinated to the existing Secured Debt (or to the most junior class  of securities of the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if  any class of securities issued pursuant to this Indenture other than the Secured Debt and the  Subordinated Notes is then Outstanding) (such additional notes described in clause (ii), the “Junior  Mezzanine Notes”); provided that the following conditions are met:  (i) (A) each of the Collateral Manager and the Retention Holder consents to  such issuance, (B) such issuance is approved by a Majority of the Subordinated Notes and  (C) a Majority of the Class A-1 Notes consents to such issuance; provided that no consent  pursuant to clause (A) or (B) shall be required with respect of any additional issuance if (x)  such additional issuance is effected, in the sole discretion of the Collateral Manager, in  order to permit the Collateral Manager or the sponsor of the Issuer under the Risk Retention  Rules to comply with the Risk Retention Rules and (y) such additional debt is held by the  sponsor of the Issuer or such sponsor’s majority-owned affiliate (as each such term is  defined in the U.S. Risk Retention Rules) (such issuance, a “Risk Retention Issuance”)  (ii) except in connection with a Risk Retention Issuance, the aggregate principal  amount of Debt of any Class issued in all additional issuances shall not exceed 100% of  the Aggregate Outstanding Amount of the Debt of such Class on the Closing Date;  (iii) the terms of the Debt issued must be identical to the respective terms of  previously issued Debt of the applicable Class (except that the interest due on additional  Secured Debt will accrue from the issue date of such additional Secured Debt and the  spread over the Reference Rate and the price of such additional Secured Debt do not have  to be identical to those of the initial Secured Debt of that Class; provided that the Interest  Rate on such additional Secured Debt must not exceed the Interest Rate applicable to the  initial Secured Debt of that Class unless the S&P Rating Condition is satisfied);  (iv) the proceeds of any additional Secured Debt (net of fees and expenses  incurred in connection with such issuance) will be treated as Principal Proceeds and the  proceeds of any additional Subordinated Notes and/or Junior Mezzanine Notes (net of fees  and expenses incurred in connection with such issuance and any concurrent Refinancing  or Re-Pricing) will be treated as Principal Proceeds, and in each case where so treated, used  to purchase additional Collateral Obligations or as otherwise permitted hereunder, or,  solely with respect to the proceeds of any Junior Mezzanine Notes or any additional  Subordinated Notes, be treated as Interest Proceeds (if so designated by the Collateral  Manager as permitted hereunder) or applied in accordance with any other Permitted Use;  (v) except in connection with a Risk Retention Issuance, the  Overcollateralization Ratio with respect to each Class of Debt is not reduced after giving  effect to such issuance;  (vi) written advice of Cadwalader, Wickersham & Taft LLP or Dechert LLP or  an opinion of tax counsel of nationally recognized standing in the United States  





 






  USActive 57779863.5 -103-  47427296.1  experienced in such matters will be delivered to the Issuer (with a copy to the Trustee and  the Loan Agent), in form and substance satisfactory to the Collateral Manager, to the effect  that (1) such additional issuance will not result in the Issuer becoming subject to U.S.  federal tax with respect to its net income (including any withholding tax liability under  Section 1446 of the Code) or becoming a publicly traded partnership taxable as a  corporation for U.S. federal income tax purposes and (2) any additional Class A-1 Notes,  Class A-1F Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes will  be treated as indebtedness for U.S. federal income tax purposes; provided that the opinion  described above in clause (2) will not be required with respect to any additional Debt that  bears a different securities identifier from the Debt of the same Class that is Outstanding  at the time of the additional issuance  (vii) 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 Debt (including the additional  Debt that constitutes Secured Debt);  (viii) prior notice of such additional issuance has been provided by the Issuer to  S&P;  (ix) the Retention Holder commits to acquire such additional Subordinated  Notes as may be required to satisfy the Risk Retention Rules following the additional  issuance; and  (x) an officer’s certificate of the Issuer is delivered to the Trustee stating that  the foregoing conditions (i) through (ix) have been satisfied.  (b) Unless such additional issuance is a Risk Retention Issuance, any additional  Debt of any Class issued as described above will, to the extent reasonably practicable, be offered  first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings  of Debt of such Class.  (c) Notwithstanding anything set forth herein to the contrary, the Issuer may  also issue additional debt in connection with a Refinancing of all Classes of Secured Debt, which  issuance will not be subject to the conditions of this Section 2.13 but will be subject only to the  requirements described under Section 9.2 hereof.  (d) Additional Debt in the form of Class A-L Loan will be incurred under the  Class A-L Loan Agreement and not issued under this Indenture.  Section 2.14 Conversion of Class A-L Loans to Class A-1 Notes.  (a) Upon written notice from 100% of the Holders of the Class A-L Loans to  the Trustee, the Loan Agent and the Issuer, such Holders may elect a Business Day (such Business  Day, the “Conversion Date”) upon which the Aggregate Outstanding Amount of the Class A-L  Loans shall be converted into Class A-1 Notes subject to and in accordance with the provisions of  the Class A-L Loan Agreement and clause (b) below; provided that (x) the Conversion Date shall  be no earlier than the fifth Business Day following the date such notice is delivered (or such later  





 






  USActive 57779863.5 -104-  47427296.1  date as may be reasonably agreed to by the Class A-L Lenders, the Loan Agent and the Trustee)  and may not be between a Record Date and the related Payment Date or Redemption Date, as  applicable, (y) the conversion option may only be exercised if the entire Aggregate Outstanding  Amount of the Class A-L Loans will be converted into Class A-1 Notes and (z) any filings required  to be made to the Japanese Financial Services Agency shall have been made if it is expected that  any holder of the converted Class A-1 Notes is an investor domiciled or regulated in Japan, as  certified to by the Issuer; provided that if the Issuer, the Initial Purchaser and the Co-Placement  Agent agree in writing to waive the condition set forth in this clause (z), then no such filing will  be required.  (b) Upon receipt by the Notes Registrar on or prior to the Conversion Date of  (A) a certificate substantially in the form of Exhibit E attached hereto executed by each Class A- L Lender, (B) in the case of a conversion to Class A-1 Notes in the form of interests in a Global  Note, 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 Note and/or Regulation S Global Note in an Aggregate  Outstanding Amount equal to the Aggregate Outstanding Amount of the Class A-L Loans being  converted and (C) in the case of a conversion to Class A-1 Notes in the form of interests in a Global  Note, a written order given in accordance with DTC’s procedures containing information regarding  each applicable participant’s account at DTC and/or Euroclear or Clearstream to be credited with  such increase, the Loan Agent shall (i) cause the Class A-L Loans to be cancelled pursuant to the  Class A-L Loan Agreement, (ii) record the conversion in the Loan Register in accordance with the  Class A-L Loan Agreement and (iii) notify the Issuer and the Trustee, upon which notification  (x) the Issuer shall issue and the Trustee shall authenticate and deliver Class A-1 Notes in the form  of a Certificated Note and/or (y) the Trustee shall approve the instructions at DTC, concurrently  with such cancellation, to credit or cause to be credited to the securities account of each applicable  Person specified in such instructions a beneficial interest in the applicable Class A-1 Note, in each  case, equal to the Aggregate Outstanding Amount of the Class A-L Loans converted.  In each such  case, the Issuer shall notify S&P of the occurrence of the foregoing.  (c) Upon satisfaction of the requirements specified above, the Aggregate  Outstanding Amount of the Class A-1 Notes will be increased by the current outstanding principal  amount of the Class A-L Loans so converted and the Class A-L Loans will cease to be Outstanding  and will be deemed to have been repaid in full for all purposes under this Indenture and the Class  A-L Loan Agreement.  Interest accrued on the Class A-L Loans since the prior Payment Date (or  the Closing Date, if no Payment Date has occurred) will, as of the Conversion Date, be deemed to  have been Outstanding on the corresponding Class A-1 Notes since such prior Payment Date (or  the Closing Date, if no Payment Date has occurred) and will thereafter accrue at the Interest Rate  applicable to the Class A-1 Notes.  For the avoidance of doubt, (x) not less than all of the Aggregate  Outstanding Amount of the Class A-L Loans may be converted into Class A-1 Notes and, once  exercised, the conversion option may not be exercised again and (y) Class A-1 Notes may not be  converted into Class A-L Loans.  





 






  USActive 57779863.5 -105-  47427296.1  ARTICLE III    CONDITIONS PRECEDENT  Section 3.1 Conditions to Issuance of Debt 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 by the Trustee or the Authenticating  Agent and delivered by the Trustee upon Issuer Order and upon receipt by the Trustee of the  following:  (a) Officer’s Certificate of the Issuer Regarding Corporate Matters.  An  Officer’s certificate of the Issuer (i) evidencing the authorization by Board Resolution of the  execution and delivery of this Indenture, the Class A-L Loan Agreement, the Collateral  Management Agreement, the Collateral Administration Agreement and related transaction  documents and the execution, authentication and delivery of the Notes applied for by it and the  incurrence of the Class A-L Loans, (ii) specifying the Stated Maturity, principal amount and  Interest Rate, as applicable, of each Class of Debt to be authenticated and delivered, and  (iii) certifying that (A) the attached copy of the Board Resolution is a true and complete copy  thereof, (B) such Board Resolution has not been rescinded and is in full force and effect on and as  of the Closing Date and (C) the Officers authorized to execute and deliver such documents hold  the offices and have the signatures indicated thereon.  (b) Governmental Approvals.  From the Issuer either (i) a certificate of the  Issuer or other official document evidencing the due authorization, approval or consent of any  governmental body or bodies, at the time having jurisdiction in the premises, together with an  Opinion of Counsel of the Issuer that no other authorization, approval or consent of any  governmental body is required for the valid issuance of the Debt or (ii) an Opinion of Counsel of  the Issuer that no such authorization, approval or consent of any governmental body is required  for the valid issuance of such Debt except as has been given.  (c) Opinions.  Opinions of (i) Cadwalader, Wickersham & Taft LLP, special  U.S. counsel to the Issuer, the Initial Purchaser and the Co-Placement Agent, (ii) Nixon Peabody  LLP, counsel to the Trustee and the Collateral Administrator, (iii) Dechert LLP, U.S. counsel the  Collateral Manager and the Retention Holder, and (iv) Richards, Layton & Finger, P.A., Delaware  counsel to the Issuer, each dated the Closing Date.  (d) Officer’s 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 Debt 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 Debt applied for by it  have been complied with; and that all expenses due or accrued with respect to the Offering of such  Debt 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  





 






  USActive 57779863.5 -106-  47427296.1  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.  (e) Transaction Documents.  An executed counterpart of each of this Indenture,  the Collateral Management Agreement, the Securities Account Control Agreement, the Collateral  Administration Agreement and the EU/UK Retention Agreement.  (f) Certificate of the Collateral Manager.  A Responsible 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:  (i) each Collateral Obligation satisfies the requirements of the definition of  “Collateral Obligation”; and  (ii) the Aggregate Principal Balance of the Collateral Obligations which the  Issuer owns as of the Closing Date or for which the Issuer has entered into binding  commitments to purchase on or prior to the Closing Date is at least the amount indicated  in the Closing Date Certificate.  (g) Grant of Collateral Obligations.  Contemporaneously with the issuance and  sale of the Debt on the Closing Date, 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 Documents  related thereto to the extent received by the Issuer) as contemplated by Section 3.3 shall have been  effected.  (h) Certificate of the Issuer Regarding Assets.  An Officer’s certificate of the  Issuer, dated as of the Closing Date, to the effect that:  (i) 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 (E)(2) below) on the Closing Date:  (A) the Issuer is the owner of such Collateral Obligation free and clear  of any liens, claims or encumbrances of any nature whatsoever except for (1) those  which are being released on the Closing Date; (2) those Granted pursuant to this  Indenture and (3) any other Permitted Liens;  (B) the Issuer has acquired its ownership in such Collateral Obligation  in good faith without notice of any adverse claim, except as described in clause (A)  above;  (C) 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 and the Securities Account Control Agreement;  





 






  USActive 57779863.5 -107-  47427296.1  (D) the Issuer has full right to Grant a security interest in and assign and  pledge such Collateral Obligation to the Trustee;  (E) (1) based on the certificate of the Collateral Manager delivered  pursuant to Section 3.1(f), each Collateral Obligation included in the Assets  satisfies the requirements of the definition of “Collateral Obligation” and (2) the  requirements of Section 3.1(g) have been satisfied;  (F) 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  (ii) based on the certificate of the Collateral Manager delivered pursuant to  Section 3.1(f), the Aggregate Principal Balance of the Collateral Obligations which the  Issuer owns as of the Closing Date or for which the Issuer has entered into binding  commitments to purchase on or prior to the Closing Date is at least the amount indicated  in the Closing Date Certificate.  (i) Rating Letter.  An Officer’s certificate of the Issuer to the effect that it has  received a letter signed by S&P confirming that each Class of Secured Debt has been assigned the  applicable Initial Rating and that such ratings are in effect on the Closing Date.  (j) Accounts.  Evidence of the establishment of each of the Accounts.  (k) Issuer Order for Deposit of Funds into Accounts.  An Issuer Order signed  in the name of the Issuer by an Officer of the Issuer, dated as of the Closing Date, specifying the  amounts to be deposited from the proceeds of the issuance of the Debt into (a) the Ramp-Up  Account for use pursuant to Section 10.3(c), (b) the Expense Reserve Account for use pursuant to  Section 10.3(d), (c) the Interest Reserve Account for use pursuant to Section 10.5 and (d) the  Revolver Funding Account for use pursuant to Section 10.4.  (l) Other Documents.  Such other documents as the Trustee may reasonably  require; provided that nothing in this clause (l) shall imply or impose a duty on the part of the  Trustee to require any other documents.  The Trustee shall be entitled to assume the genuineness of each certificate,  instrument, report, opinion and other document described in or delivered pursuant to this Section  3.1, and to assume the genuineness and due authorization of each signature, other than any  signature of the Trustee, appearing thereon.  Section 3.2 Conditions to Additional Issuance.  Any additional Notes to be  issued in accordance with Section 2.13 may be executed by the Issuer and delivered to the Trustee  for authentication and thereupon the same shall be authenticated by the Trustee or the  Authenticating Agent and delivered by the Trustee upon Issuer Order (setting forth registration,  delivery and authentication instructions) upon satisfaction of the requirements set forth in Section  2.13 and upon receipt by the Trustee of the following:  





 






  USActive 57779863.5 -108-  47427296.1  (a) Officer’s Certificate of the Issuer Regarding Corporate Matters.  An  Officer’s certificate of the Issuer (i) evidencing the authorization by Board Resolution of the  execution, authentication and delivery of the Notes applied for by it and the incurrence of the Class  A-L Loans, as applicable, (ii) specifying the Stated Maturity, principal amount and Interest Rate  of each Class of Debt to be authenticated and delivered and (ii) certifying that (A) the attached  copy of the Board Resolution is a true and complete copy thereof, (B) such Board Resolution has  not been rescinded and is in full force and effect on and as of the date of issuance and (C) the  Officers authorized to execute and deliver such documents hold the offices and have the signatures  indicated thereon.  (b) Governmental Approvals.  From the Issuer either (i) a certificate of the  Issuer or other official document evidencing the due authorization, approval or consent of any  governmental body or bodies, at the time having jurisdiction in the premises, together with an  Opinion of Counsel of the Issuer that no other authorization, approval or consent of any  governmental body is required for the valid issuance of the additional Debt or (ii) an Opinion of  Counsel of the Issuer that no such authorization, approval or consent of any governmental body is  required for the valid issuance of such additional Debt except as has been given.  (c) Officer’s 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 additional Debt 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 the provisions of Section 2.13 and all conditions precedent provided in this Indenture  relating to the authentication and delivery of the additional Debt applied for by it have been  complied with; and that all expenses due or accrued with respect to the Offering of such Debt or  relating to actions taken on or in connection with the additional issuance 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 date of additional issuance.  (d) Supplemental Indenture.  A fully executed counterpart of the supplemental  indenture making such changes to this Indenture as shall be necessary to permit such additional  issuance.  (e) Irish Listing.  If any of the Additional Debt constitute a Class of Listed Debt,  an Officer’s certificate of the Issuer to the effect that attached thereto is a true and correct copy of  written confirmation from either the applicable listing agent or Euronext Dublin that such  Additional Debt will be accepted for listing on Euronext Dublin.  (f) Rating Agency Notice.  Notice shall have been provided by the Issuer to  S&P.  (g) Issuer Order for Deposit of Funds into Accounts.  An Issuer Order signed  in the name of the Issuer by an Officer of the Issuer, dated as of the date of the additional issuance,  





 






  USActive 57779863.5 -109-  47427296.1  authorizing the deposit of the net proceeds of the issuance into the Principal Collection Subaccount  for use pursuant to Section 10.2.  (h) Evidence of Required Consents.  Satisfactory evidence of the consent of the  Collateral Manager and the Retention Holder to such issuance.  (i) Other Documents.  Such other documents as the Trustee may reasonably  require; provided that nothing in this clause (i) shall imply or impose a duty on the part of the  Trustee to require any other documents.  The Trustee shall be entitled to assume the genuineness of each certificate,  instrument, report, opinion and other document described in or delivered pursuant to this Section  3.2, and to assume the genuineness and due authorization of each signature, other than any  signature of the Trustee, appearing thereon.  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, on or prior to the Closing Date (with respect to the initial Collateral Obligations) and  within five (5) Business Days after the related Cut-Off Date (with respect to any additional  Collateral Obligations) 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 and agent 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 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 long term issuer rating of at least  “A” and a short term issuer rating of at least “A-1” by S&P (or a long term issuer rating of at least  “A+” by S&P if such institution has no short-term rating), and (ii) is a Securities Intermediary.   Subject to the limited right to relocate Assets as provided in Section 7.5(b), the Trustee or the  Custodian, as applicable, shall hold (i) all Collateral Obligations, Eligible Investments, Cash and  other investments purchased in accordance with this Indenture and (ii) any other property of the  Issuer otherwise Delivered to the Trustee or the Custodian, as applicable, by or on behalf of the  Issuer, in the relevant Account established and maintained pursuant to Article X as to which in  each case the Trustee shall have entered into the Securities Account Control Agreement with the  Custodian providing, inter alia, that the establishment and maintenance of such Account will be  governed by a law of a jurisdiction satisfactory to the Issuer and the Trustee.  (b) Each time that the Collateral Manager on behalf of the Issuer directs or  causes the acquisition of any Collateral Obligation, Eligible Investment or other investment, the  Collateral Manager (on behalf of the Issuer) shall, if the Collateral Obligation, Eligible Investment  or other investment is required to be, but has not already been, transferred to the relevant Account,  cause the Collateral Obligation, Eligible Investment or other investment to be Delivered to the  Custodian to be held in the Custodial Account (or in the case of any such investment that is not a  Collateral Obligation, in the Account in which the funds used to purchase the investment are held  in accordance with Article X or Section 2.04 of the Class A-L Loan Agreement, as the case may  be) for the benefit of the Trustee in accordance with this Indenture.  The security interest of the  





 






  USActive 57779863.5 -110-  47427296.1  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.  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, obligations  and immunities of the Trustee hereunder, (v) the rights, obligations and immunities of the  Collateral Manager hereunder and under the Collateral Management Agreement, (vi) the rights,  protections, indemnities and immunities of the Collateral Administrator hereunder and under the  Collateral Administration Agreement, (vii) the rights, obligations and immunities of the Loan  Agent hereunder and under the Class A-L Loan Agreement and (viii) 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 either:  (a) (i) either:  (A) all Notes theretofore authenticated and delivered to Holders (other  than (1) Notes which have been mutilated, defaced, destroyed, lost or stolen and  which have been replaced or paid as provided in Section 2.6 and (2) Notes for  whose payment Money has theretofore irrevocably been deposited and thereafter  repaid to the Issuer or discharged from such deposit, as provided in Section 7.3)  have been delivered to the Trustee for cancellation and all Class A-L Loans that  have not been converted into Class A-1 Notes have been repaid in full in accordance  with the Class A-L Loan Agreement; or  (B) all Notes not theretofore delivered to the Trustee for cancellation  and all Class A-L Loans that have not been converted into Class A-1 Notes have  been repaid in full in accordance with the Class A-L Loan Agreement:  (1) have  become due and payable, or (2) will become due and payable at their Stated  Maturity within one year, or (3) 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, in the case of the Class  A-L Loans that were not converted into Class A-1 Notes, prepaid in accordance  with the Class A-L Loan Agreement) and, in each case, the Issuer has irrevocably  deposited or caused to be deposited with the Trustee, for such purpose, Cash or  non-callable direct obligations of the United States; provided that the obligations  are entitled to the full faith and credit of the United States or are debt obligations  which are rated “AAA” by S&P, in an amount sufficient, as verified by a firm of  





 






  USActive 57779863.5 -111-  47427296.1  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 Debt 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 (B) 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;  (ii) the Issuer has paid or caused to be paid all other sums then due and payable  hereunder and under the Class A-L Loan Agreement (including, without limitation, any  amounts then due and payable pursuant to the Collateral Management Agreement and the  Collateral Administration Agreement, without regard to the Administrative Expense Cap)  by the Issuer and no other amounts are scheduled to be due and payable by the Issuer other  than Dissolution Expenses, it being understood that the requirements of this clause (ii) may  be satisfied as set forth in Section 5.7; and  (iii) the Issuer has delivered to the Trustee and the Loan Agent Officer’s  certificates and an Opinion of Counsel, each stating that all conditions precedent herein  provided for relating to the satisfaction and discharge of this Indenture have been complied  with; or  (b) upon final disposition of all Assets and distribution of the proceeds thereof  in accordance with the terms hereof, and:  (i) the Trustee confirms to the Issuer that no Assets (other than (1) the  Collateral Management Agreement, the Collateral Administration Agreement and the  Securities Account Control Agreement and (2) Cash in an amount not greater than the  Dissolution Expenses) are on deposit in or to the credit of the Accounts;  (ii) the Issuer has delivered to the Trustee and the Loan Agent a certificate  stating that (A) there are no Assets (other than (1) the Collateral Management Agreement,  the Collateral Administration Agreement, and the Securities Account Control Agreement  and (2) Cash in an amount not greater than the Dissolution Expenses) that remain subject  to the lien of this Indenture, and (B) all funds on deposit in the Accounts have been  distributed in accordance with the terms of this Indenture or have otherwise been  irrevocably deposited with the Trustee for such purpose; and  (iii) the Issuer has delivered to the Trustee and the Loan Agent Officer’s  certificates and an Opinion of Counsel, each stating that all conditions precedent herein  provided for relating to the satisfaction and discharge of this Indenture have been complied  with.  





 






  USActive 57779863.5 -112-  47427296.1  Notwithstanding the satisfaction and discharge of this Indenture, the rights and  obligations of the Issuer, the Trustee, the Loan Agent, 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, and 14.12 shall survive.  Section 4.2 Application of Deposited Money.  All Cash and obligations  deposited with the Trustee pursuant to Section 4.1 shall be held for the benefit of the Secured  Parties and applied by it in accordance with the provisions of the Debt, the Class A-L Loan  Agreement and this Indenture, including, without limitation, the Priority of Payments, 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 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 Debt, 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 Limitation on Obligation to Incur Administrative Expenses.  If at  any time, the sum of (i) Eligible Investments, (ii) Cash and (iii) amounts reasonably expected to  be received by the Issuer in Cash during the current Collection Period (as certified by the Collateral  Manager in its reasonable judgment) is less than the sum of Dissolution Expenses and any accrued  and unpaid Administrative Expenses, then notwithstanding any other provision of this Indenture,  the Issuer shall no longer be required to incur Administrative Expenses as otherwise required by  this Indenture to any Person other than the Trustee, the Loan Agent, the Collateral Administrator  and their respective Affiliates, and failure to pay such amounts shall not constitute a Default  hereunder.  ARTICLE V    EVENTS OF DEFAULT; REMEDIES  Section 5.1 Events of Default.  “Event of Default”, wherever used herein, means  any one of the following events (whatever the reason for such Event of Default and whether it shall  be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree  or order of any court or any order, rule or regulation of any administrative or governmental body):  (a) a default in the payment, when due and payable, of (i) any interest on any  Class A Debt or any Class B Note or, if there are no Class A Debt Outstanding or Class B Notes  Outstanding, any Class C Note or, if there are no Class A Debt Outstanding or Class B Notes  Outstanding or Class C Notes Outstanding, any Class D Note and, in each case, the continuation  of any such default for ten Business Days after a Trust Officer of the Trustee has actual knowledge  or receives notice from any holder of Debt of such payment default, or (ii) any principal of, or  interest or Deferred Interest on, or any Redemption Price in respect of, any Secured Debt at its  Stated Maturity or any Redemption Date with respect to such Secured Debt, as applicable;  provided that the failure to effect any Optional Redemption which is withdrawn by the Issuer in  





 






  USActive 57779863.5 -113-  47427296.1  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, in the case of a failure to disburse funds  due to an administrative error or omission by the Collateral Manager, the Trustee, the Collateral  Administrator or any Paying Agent, such failure continues for ten Business Days after a Trust  Officer of the Trustee receives written notice or has actual knowledge of such administrative error  or omission;  (b) unless otherwise permitted or required by applicable law, the failure on any  Payment Date to disburse amounts available in the Payment Account in excess of U.S.$75,000 in  accordance with the Priority of Payments and continuation of such failure for a period of  seven Business Days or, in the case of a failure to disburse due to an administrative error or  omission by the Trustee, the Collateral Administrator, the Collateral Manager or any Paying  Agent, such failure continues for fifteen Business Days after a Trust Officer of the Trustee receives  written notice or has actual knowledge of such administrative error or omission;  (c) either of the Issuer or the Assets becomes an investment company required  to be registered under the 1940 Act and that status continues for 45 consecutive days;  (d) except as otherwise provided in this Section 5.1, a default in a material  respect in the performance, or breach in a material respect, of any other covenant of the Issuer  herein (it being understood, without limiting the generality of the foregoing, that (i) any failure to  meet any Concentration Limitation, Collateral Quality Test or Coverage Test is not an Event of  Default, except to the extent provided in clause (e) below, and (ii) the failure of the Issuer to satisfy  the requirements of Section 7.18 will not constitute an Event of Default), 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 and such default, breach or failure has a material  adverse effect on the Debtholders, and the continuation of such default, breach or failure for a  period of 45 days after notice to the Issuer and the Collateral Manager by registered or certified  mail or overnight delivery service, by the Trustee at the direction of the Holders of at least a  Majority of the Controlling Class, specifying such default, breach or failure and requiring it to be  remedied and stating that such notice is a “Notice of Default” hereunder; provided that, if the Issuer  (as notified to the Trustee by the Collateral Manager in writing) has commenced curing such  default, breach or failure during the 45-day period specified above, such default, breach or failure  shall not constitute an Event of Default under this clause (d) unless it continues for a period of 60  days (rather than, and not in addition to, such 45-day period specified above) after notice to the  Issuer and the Collateral Manager by email transmission and registered or certified mail or  overnight courier, by the Trustee, the Issuer or the Collateral Manager, or to the Issuer, the  Collateral Manager and the Trustee by a Majority of the Controlling Class, specifying such default,  breach or failure and requiring it to be remedied and stating that such notice is a “Notice of Default”  under this Indenture;  (e) on any Measurement Date as of which the Class A Debt is Outstanding,  failure of the percentage equivalent of a fraction, (i) the numerator of which is equal to (1) the  Collateral Principal Amount plus (2) the aggregate Market Value of all Defaulted Obligations on  such date and (ii) the denominator of which is equal to the Aggregate Outstanding Amount of the  Class A Debt, to equal or exceed 102.5%;  





 






  USActive 57779863.5 -114-  47427296.1  (f) the entry of a decree or order by a court having competent jurisdiction  adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking  reorganization, arrangement, adjustment or composition of the Issuer under the Bankruptcy Code  or any other applicable law, or appointing a receiver, liquidator, assignee, or sequestrator (or other  similar official) of the Issuer or of any substantial part of its property, respectively, or ordering the  winding up or liquidation of its affairs and the continuance of any such decree or order unstayed  and in effect for a period of 60 consecutive days; or  (g) the institution by the shareholders of the Issuer of Proceedings to have the  Issuer adjudicated as bankrupt or insolvent, or the consent by the shareholders of the Issuer to the  institution of bankruptcy or insolvency Proceedings against the Issuer, or the filing by the Issuer  of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or  any other similar applicable law, or the consent by the Issuer to the filing of any such petition or  to the appointment in a Proceeding of a receiver, liquidator, assignee, trustee or sequestrator (or  other similar official) of the Issuer or of any substantial part of its property, respectively, or the  making by the Issuer of an assignment for the benefit of creditors, or the admission by the Issuer  in writing of its inability to pay its debts generally as they become due, or the taking of any action  by the Issuer in furtherance of any such action.  Upon an Officer, Responsible Officer or Trust Officer (as applicable) 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 Notes Register)  and the Class A-L Lenders (as their names appear on the Loan Register), each Paying Agent and  S&P of such Event of Default in writing (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(f) or (g)), the Trustee may, and shall, upon the written direction of a Majority of the  Controlling Class, by notice to the Issuer and S&P, declare the principal of and accrued and unpaid  interest on all the Secured Debt to be immediately due and payable, and upon any such declaration  such principal, together with all accrued and unpaid interest thereon, and other amounts payable  hereunder, shall become immediately due and payable.  If an Event of Default specified in  Section 5.1(f) or (g) occurs, all unpaid principal, together with all accrued and unpaid interest  thereon, of all the Debt, 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  Debtholder.  (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 Majority of the Controlling Class by written  notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences  if:  





 






  USActive 57779863.5 -115-  47427296.1  (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 Debt  (other than any principal amounts due to the occurrence of an acceleration);  (B) to the extent that the payment of such interest is lawful, interest upon  any Deferred Interest at the applicable Interest Rate; and  (C) all unpaid taxes and Administrative Expenses of the Issuer and other  sums paid or advanced by the Trustee hereunder or by the Collateral Administrator  under the Collateral Administration Agreement or hereunder, accrued and unpaid  Aggregate Collateral Management Fees then due and owing and any other amounts  then payable by the Issuer hereunder prior to such Administrative Expenses and  such Aggregate Collateral Management Fees; or  (ii) It has been determined that all Events of Default, other than the nonpayment  of the interest on or principal of the Debt 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(e),  the Holders of at least a Majority of the Class A Debt, by written notice to  the Trustee, have 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 Debt (voting separately by Class),  in each case, by written notice to the Trustee, have 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.  (c) Notwithstanding anything in this Section 5.2 to the contrary, the Debt will  not be subject to acceleration by the Trustee solely as a result of the failure to pay any amount due  on the Debt that are not of the Controlling Class other than any failure to pay interest due on the  Class B Notes.  Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.   The Issuer covenants that if a default shall occur in respect of the payment of any principal of or  interest when due and payable on any Debt, the Issuer will, upon demand of the Trustee, pay to  the Trustee, for the benefit of the Holder of such Debt, the whole amount, if any, then due and  payable on such Debt 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  





 






  USActive 57779863.5 -116-  47427296.1  sufficient to cover the costs and expenses of collection, including the reasonable compensation,  expenses, disbursements and advances of the Trustee and its agents and counsel.  If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in  its own name and as trustee of an express trust, may, and shall, subject to the terms of this Indenture  (including Sections 6.1(c)(iv) and 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 Debt 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 Sections 6.1(c)(iv) and 6.3(e)) upon  written direction of the Majority of the Controlling Class, proceed to protect and enforce its rights  and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem  most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed  by the Majority of the Controlling Class, to protect and enforce any such rights, whether for the  specific enforcement of any covenant or agreement herein or in aid of the exercise of any power  granted herein, or to enforce any other proper remedy or legal or equitable right vested in the  Trustee by this Indenture or by law.  In case there shall be pending Proceedings relative to the Issuer or any other obligor  upon the Secured Debt under the Bankruptcy Code or any other applicable bankruptcy, insolvency  or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,  liquidator, sequestrator or similar official shall have been appointed for or taken possession of the  Issuer or its 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 Debt, or the creditors or property of  the Issuer or such other obligor, the Trustee, regardless of whether the principal of any Debt 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 Debt upon direction by a Majority of the Controlling  Class and to file such other papers or documents as may be necessary or advisable in order to have  the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each  predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of  all reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each  predecessor Trustee, except as a result of negligence or bad faith) and of the Debtholders 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  Debtholders 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  





 






  USActive 57779863.5 -117-  47427296.1  (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  Debtholders 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 Debtholders to make payments to the  Trustee, and, if the Trustee shall consent to the making of payments directly to the Debtholders to  pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the  Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other  reasonable expenses and liabilities incurred, and all advances made, by the Trustee and each  predecessor Trustee except as a result of negligence or bad faith.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or  consent to or vote for or accept or adopt on behalf of any Debtholders, any plan of reorganization,  arrangement, adjustment or composition affecting the Debt or any Holder thereof, or to authorize  the Trustee to vote in respect of the claim of any Debtholders, 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 Debt  (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 Debt.  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 Debt has 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 Sections 6.1(c)(iv) and 6.3(e)), upon written direction of a  Majority 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  Debt 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;  (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 Debt hereunder (including exercising all rights of the Trustee under the  Securities Account Control Agreement); and  





 






  USActive 57779863.5 -118-  47427296.1  (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 or advice of an  Independent investment banking firm of national reputation (the reasonable cost of which shall be  payable as an Administrative Expense) in structuring and distributing securities similar to the Debt,  which may be the Initial Purchaser or the Co-Placement Agent, as to the feasibility of any action  proposed to be taken in accordance with this Section 5.4 and as to the sufficiency of the proceeds  and other amounts receivable with respect to the Assets to make the required payments of principal  of and interest on the Debt which opinion shall be conclusive evidence as to such feasibility or  sufficiency.  (b) If an Event of Default as described in Section 5.1(d) hereof shall have  occurred and be continuing the Trustee may, and at the direction of the Holders of not less than  25% of the Aggregate Outstanding Amount of the Controlling Class shall, subject to the terms of  this Indenture (including Sections 6.1(c)(iv) and 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 such Section, and enforce any equitable decree or  order arising from such Proceeding.  (c) Upon any sale, whether made under the power of sale hereby given or by  virtue of judicial Proceedings, any Secured Party, the Sub-Advisor or any Affiliate of the Issuer  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.  If the Trustee is required, or is otherwise directed by a Majority of the Controlling  Class, in accordance with the terms hereof, to sell all or any part of the Assets at a public or private  sale, prior to offering such Assets for sale, the Trustee will send written notice specifying that it is  required or has been directed to do so, which written notice shall set forth the date of the proposed  offer of sale (such written notice, a “Sale Notice”) to the holders of the Subordinated Notes, and  the holders of a Majority of the Subordinated Notes may exercise a right of first refusal to purchase  the Assets, in whole or in part as specified by such Majority of the Subordinated Notes in a notice  to the Trustee delivered no later than one (1) Business Day after its receipt of the Sale Notice, at a  purchase price that is not less than the greater of (i) all amounts then due (or, in the case of interest,  accrued) and unpaid on the Secured Debt for principal and interest (including accrued and unpaid  Deferred Interest), and all other amounts that, pursuant to the Priority of Payments, are required to  be paid prior to such payments on such Secured Debt (including amounts due and owing as  Administrative Expenses (without regard to the Administrative Expense Cap) and due and unpaid  Aggregate Collateral Management Fees) and (ii) the Market Value (disregarding clause (iv)  thereof) of such Assets as determined by the Collateral Manager in its commercially reasonable  judgment in accordance with its internal policies and procedures; provided that, the holders of a  Majority of the Subordinated Notes shall complete such purchase no later than three Business Days  after the date of its receipt of the Sale Notice.  





 






  USActive 57779863.5 -119-  47427296.1  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 Debt, shall operate to divest  all right, title and interest whatsoever, either at law or in equity, of each of them in and to the  property sold, and shall be a perpetual bar, both at law and in equity, against each of them and their  successors and assigns, and against any and all Persons claiming through or under them.  (d) Notwithstanding any other provision of this Indenture, none of the Trustee,  the Secured Parties or the Debtholders may, prior to the date which is one year and one day (or if  longer, any applicable preference period then in effect plus one day) after the payment in full of  all Debt, 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.  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,  liquidation or similar Proceeding.  Section 5.5 Optional Preservation of Assets.  (a) Notwithstanding anything to  the contrary herein (but subject to the right of the Collateral Manager to direct the Trustee to sell  Collateral Obligations or Equity Securities in strict compliance with Section 12.1), if an Event of  Default shall have occurred and be continuing, the Trustee shall retain the Assets securing the Debt  intact, collect and cause the collection of the proceeds thereof and make and apply all payments at  the date or dates fixed by the Trustee and deposit and maintain all accounts in respect of the Assets  and the Debt 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 all or any portion of the Assets (after deducting the  anticipated 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 Debt for principal and interest (including accrued and unpaid Deferred  Interest), and all other amounts that, pursuant to the Priority of Payments, are required to  be paid prior to such payments on such Secured Debt (including amounts due and owing  (or anticipated to be due and owing) as Administrative Expenses (without regard to the  Administrative Expense Cap) and due and unpaid Aggregate Collateral Management Fees)  and a Majority of the Controlling Class agrees with such determination;  (ii) in the case of an Event of Default specified in (A) Section 5.1(a) due to  failure to pay interest on the Class A Debt or the Class B Notes in accordance with  





 






  USActive 57779863.5 -120-  47427296.1  Section 11.1(a)(i) or Section 11.1(a)(ii), (B) Section 5.1(e), or (C) Sections 5.1(f) or (g),  the Holders of at least a Majority of the Controlling Class direct the sale and liquidation of  the Assets (without regard to whether another Event of Default has occurred prior,  contemporaneously or subsequent to such Event of Default); or  (iii) in the case of any other Event of Default, the Holders of at least a Majority  of each Class of Secured Debt (voting separately by Class) direct the sale and liquidation  of the Assets.  So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a)  may be rescinded at any time when the conditions specified in clause (i), (ii) or (iii) exist.  (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee  to sell the Assets securing the Secured Debt if the conditions set forth in clause (i), (ii) or (iii) 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 Secured Debt 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 or advice of an  Independent investment banking firm of national reputation or other appropriate advisors (the cost  of which shall be payable as an Administrative Expense).  The Trustee shall deliver to the Debtholders 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 Majority of the  Controlling Class at any time during which the Trustee retains the Assets pursuant to  Section 5.5(a)(i).  The Trustee shall deliver written notice to S&P upon the occurrence of the events  pursuant to Section 5.5(a)(i), (ii) or (iii) to liquidate and sell the Assets.  Section 5.6 Trustee May Enforce Claims Without Possession of Debt.  All rights  of action and claims under this Indenture or under any of the Debt may be prosecuted and enforced  by the Trustee without the possession of any of the Debt or the production thereof in any trial or  other Proceeding relating thereto, and any such action or Proceeding instituted by the Trustee shall  





 






  USActive 57779863.5 -121-  47427296.1  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 Debt pursuant to this Article V and any Money that may then be held  or thereafter received by the Trustee with respect to the Debt 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 Sections 4.1(a)(i) and (ii) shall be deemed satisfied for the purposes  of discharging this Indenture pursuant to Article IV.  Section 5.8 Limitation on Suits.  No Holder of any Debt 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 Debt 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  which might reasonably be incurred by it 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 Debt 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 Debt of the same Class or to obtain or to seek to obtain priority or  preference over any other Holders of the Debt 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 Debt 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 Debtholders to Receive Principal  and Interest.  Subject to Section 2.7(i), but notwithstanding any other provision of this Indenture,  





 






  USActive 57779863.5 -122-  47427296.1  the Holder of any Secured Debt shall have the right, which is absolute and unconditional, to receive  payment of the principal of and interest on such Secured Debt, 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 Sections 5.4 and 5.8, to institute Proceedings  for the enforcement of any such payment, and such right shall not be impaired without the consent  of such Holder.  Holders of Secured Debt ranking junior to Secured Debt still Outstanding shall  have no right to institute Proceedings to request the Trustee to institute proceedings for the  enforcement of any such payment until such time as no Secured Debt ranking senior to such  Secured Debt remains Outstanding, which right shall be subject to the provisions of Sections 5.4  and 5.8, and shall not be impaired without the consent of any such Holder.  Section 5.10 Restoration of Rights and Remedies.  If the Trustee or any  Debtholder 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 Debtholder, then and in every such case the Issuer, the Trustee  and the Debtholder 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  Issuer, the Trustee and the Debtholder shall continue as though no such Proceeding had been  instituted.  Section 5.11 Rights and Remedies Cumulative.  No right or remedy herein  conferred upon or reserved to the Trustee or to the Debtholders 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 Debt 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 Debt 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 Debt.  Section 5.13 Control by Majority of Controlling Class.  A Majority 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  





 






  USActive 57779863.5 -123-  47427296.1  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 Debt representing the requisite percentage of the  Aggregate Outstanding Amount of Debt 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 Debt waive any past  Default or Event of Default and its consequences, except a Default or an Event of Default:  (a) in the payment of the principal of any Secured Debt (which may be waived  only with the consent of the Holder of such Secured Debt);  (b) in the payment of interest on any Secured Debt (which may be waived only  with the consent of the Holder of such Secured Debt);  (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 any Outstanding Debt  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.  In the case of any such waiver, the Issuer, the Trustee and the Holders of the Debt  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 forward written notice of any such waiver to S&P, 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 Debt 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 Debtholder, or group of Debtholders,  holding in the aggregate more than 10% of the Aggregate Outstanding Amount of the Controlling  Class, or to any suit instituted by any Debtholder for the enforcement of the payment of the  principal of or interest on any Debt on or after the applicable Stated Maturity (or, in the case of  redemption which has resulted in an Event of Default, on or after the applicable Redemption Date).  





 






  USActive 57779863.5 -124-  47427296.1  Section 5.16 Waiver of Stay or Extension Laws.  The Issuer covenants (to the  extent that they may lawfully do so) that they shall not at any time insist upon, or plead, or in any  manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any  valuation, appraisement, redemption or marshalling law or rights, in each case wherever enacted,  now or at any time hereafter in force, which may affect the covenants, the performance of or any  remedies under this Indenture; and the Issuer (to the extent that they may lawfully do so) hereby  expressly waives all benefit or advantage of any such law or rights, and covenant that they shall  not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall  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 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 Debtholders, 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 but not limited to costs and expenses of counsel)  incurred by it in connection with such Sale from the proceeds thereof notwithstanding the  provisions of Section 6.7 or other applicable terms hereof.  (b) The Trustee may bid for and acquire any portion of the Assets in connection  with a public Sale thereof, and may pay all or part of the purchase price by crediting against  amounts owing on the Secured Debt or other amounts secured by 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 but not limited to costs and expenses of counsel) incurred  by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7 hereof  or other applicable terms hereof.  The Secured Debt 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 Debt.  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  





 






  USActive 57779863.5 -125-  47427296.1  authority, to inquire into the satisfaction of any conditions precedent or see to the application of  any Monies.  Section 5.18 Action on the Debt.  The Trustee’s right to seek and recover  judgment on the Debt 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 Debtholders shall be impaired by the  recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under  such judgment upon any portion of the Assets or upon any of the assets of the Issuer.  ARTICLE VI    THE TRUSTEE  Section 6.1 Certain Duties and Responsibilities.  (a) Except during the  continuance of an Event of Default known to the Trustee:  (i) the Trustee undertakes to perform such duties and only such duties as are  specifically set forth herein, and no implied covenants or obligations shall be read into this  Indenture against the Trustee; and  (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as  to the truth of the statements and the correctness of the opinions expressed therein, upon  certificates or opinions furnished to the Trustee and conforming to the requirements of this  Indenture; provided that in the case of any such certificates or opinions which by any  provision hereof are specifically required to be furnished to the Trustee, the Trustee shall  be under a duty to examine the same to determine whether or not they substantially conform  on their face to the requirements of this Indenture and shall promptly, but in any event  within three Business Days in the case of an Officer’s certificate furnished by the Collateral  Manager, notify the party delivering the same if such certificate or opinion does not  conform.  If a corrected form shall not have been delivered to the Trustee within 15 days  after such notice from the Trustee, the Trustee shall so notify the Debtholders.  (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;  





 






  USActive 57779863.5 -126-  47427296.1  (ii) the Trustee shall not be liable for any error of judgment made in good faith  by a Trust Officer, unless it shall be proven that the Trustee was negligent in ascertaining  the pertinent facts;  (iii) the Trustee shall not be liable with respect to any action taken or omitted to  be taken by it in good faith in accordance with the direction of the Issuer or the Collateral  Manager in accordance with this Indenture and/or a Majority (or such other percentage as  may be required by the terms hereof) of the Controlling Class (or other Class if required or  permitted by the terms hereof), relating to the time, method and place of conducting any  Proceeding for any remedy available to the Trustee, or exercising any trust or power  conferred upon the Trustee, under this Indenture;  (iv) no provision of this Indenture shall require the Trustee to expend or risk its  own funds or otherwise incur any financial or other liability in the performance of any of  its duties hereunder, or in the exercise of any of its rights or powers contemplated  hereunder, if it shall have reasonable grounds for believing that repayment of such funds  or adequate indemnity satisfactory to it against such risk or liability is not reasonably  assured to it unless such risk or liability relates to the performance of its ordinary 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(c), (d), (e),  (f) or (g) 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  Debt 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 Trust Officer receiving written notice from the Collateral Manager  stating that an event constituting “Cause” as defined in the Collateral Management Agreement has  occurred, the Trustee shall, not later than five Business Days thereafter, forward such notice to the  Noteholders (as their names appear in the Notes Register) and to the Class A-L Lenders (as their  names appear in the Loan Register).  (f) Whether or not therein expressly so provided, every provision of this  Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee  shall be subject to the provisions of this Section 6.1.  (g) The Trustee shall, upon reasonable (but no less than three Business Days’)  prior written notice to the Trustee, permit any representative of a Holder of Debt, during the  Trustee’s normal business hours, to examine all books of account, records, reports and other papers  





 






  USActive 57779863.5 -127-  47427296.1  of the Trustee (other than items protected by attorney-client privilege or in violation of any  confidentiality provisions contained therein) relating to the Debt, to make copies and extracts  therefrom (the reasonable out-of-pocket expenses incurred in making any such copies or extracts  to be reimbursed to the Trustee by such Holder) and to discuss the Trustee’s actions, as such actions  relate to the Trustee’s duties with respect to the Debt, with the Trust Officers and employees  responsible for carrying out the Trustee’s duties with respect to the Debt.  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 provide written notice to the Collateral Manager, S&P,  Euronext Dublin (for so long as any Class of Debt is listed on Euronext Dublin and so long as the  guidelines of such exchange so require) and all Holders (as their names and addresses appear on  the Notes Register and/or Loan Register, as applicable), 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, electronic communication or  document believed by it to be genuine and to have been signed or presented by the proper party or  parties; provided that any electronically signed document delivered via electronic mail or other  transmission method from a person purporting to be an Officer shall be considered signed or  executed by such Officer on behalf of the applicable Person, and 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;  (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 10.10 hereunder), 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  





 






  USActive 57779863.5 -128-  47427296.1  be full and complete authorization and protection in respect of any action taken or omitted by it  hereunder in good faith and in reliance thereon;  (e) the Trustee shall be under no obligation to exercise or to honor any of the  rights or powers vested in it by this Indenture at the request or direction of any of the Holders  pursuant to this Indenture, unless such Holders shall have provided to the Trustee security or  indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’  fees and expenses) and liabilities which might reasonably be incurred by it in compliance with  such request or direction;  (f) the Trustee shall not be bound to make any investigation into the facts or  matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,  direction, consent, order, note or other paper, electronic communication or document, but the  Trustee, in its discretion, may, and upon the written direction of a Majority of the Controlling Class  or of S&P shall (subject to the right hereunder to be reasonably satisfactorily indemnified 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 Debt 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  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;  (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, which may or may not be the Independent accountants appointed by the  





 






  USActive 57779863.5 -129-  47427296.1  Issuer pursuant to Section 10.10 hereunder, 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 or for the  actions or omissions of any such Person (including compliance with Rule 17g-5 requirements in  accordance with Section 14.16 hereunder) 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 Document, in each case, in order to determine compliance with  applicable requirements of and restrictions on transfer in respect of such Assets;  (m) in the event the Bank (in its individual capacity or as Trustee), U.S. Bank  National Association or any Affiliate is also acting in the capacity of Paying Agent, Notes  Registrar, Transfer Agent, Loan Agent, Custodian, Calculation Agent, Authenticating Agent, or  Securities Intermediary, the rights, protections, benefits, immunities and indemnities afforded to  the Trustee pursuant to this Article VI shall also be afforded to the Bank, U.S. Bank National  Association or such other 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 the Class A-L Loan Agreement, the Securities Account Control Agreement or any  other documents to which the Bank, U.S. Bank National Association or such other Affiliate in such  capacity is a party; provided, however, that the foregoing shall not be construed to impose upon  the Paying Agent, Notes Registrar, Transfer Agent, Loan Agent, Custodian, Calculation Agent,  Authenticating Agent, or Securities Intermediary any of the duties or standard 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 in this Indenture shall not be construed as a duty;  (o) the Trustee shall not be required to give any bond or surety in respect of the  execution of this Indenture or otherwise;  (p) the Trustee shall not be deemed to have notice or knowledge of any matter  unless a Trust Officer has actual knowledge thereof or unless written notice thereof is received by  the Trustee at the Corporate Trust Office and such notice references the Debt generally, the Issuer,  the Class A-L Loan Agreement or this Indenture.  Whenever reference is made herein to a Default  





 






  USActive 57779863.5 -130-  47427296.1  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 communication 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 organizational documents, an offering memorandum, or  other identifying documents to be provided;  (s) 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;  (t) 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;  (u) 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;  (v) neither the Trustee nor the Collateral Administrator shall be responsible for  determining (i) if a Collateral Obligation meets the criteria or eligibility restrictions imposed by  this Indenture or (ii) if the Collateral Manager has not provided it with the information necessary  for making such determination whether the conditions specified in the definition of “Deliver,”  “Delivered,” or “Delivery” have been complied with;  (w) the Collateral Administrator shall have the same rights, privileges and  indemnities afforded to the Trustee in this Article VI; provided, that such rights, protections,  benefits, immunities and indemnities shall be in addition to, and not in limitation of, any rights,  protections, benefits, immunities and indemnities provided in the Collateral Administration  





 






  USActive 57779863.5 -131-  47427296.1  Agreement; provided, however, that the foregoing shall not be construed to impose upon the  Collateral Administrator any of the duties or standard of care (including, without limitation, any  duties of a prudent person) of the Trustee;  (x) the Trustee is hereby authorized and directed by the Issuer to execute the  EU/UK Retention Agreement.  For the avoidance of doubt, the Trustee has no responsibility for  the contents of the EU/UK Retention Agreement or its sufficiency for any purpose.  Nothing herein  shall be construed to impose any liability or obligation on the part of the Trustee to monitor  compliance by any person with the U.S. Risk Retention Rules or the EU/UK Risk Retention  Requirements, nor will the Trustee be deemed to have any knowledge of any failure to comply  with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements unless a Trust  Officer has actual knowledge thereof or unless written notice of any event which is in fact such  failure to comply with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements  is received by a Trust Officer of the Trustee at the Corporate Trust Office, and such notice  references this Indenture;  (y) [Reserved]; and  (z) the Trustee and the Collateral Administrator shall be entitled to conclusively  rely on the Collateral Manager with respect to whether or not a Collateral Obligation meets the  criteria specified in the definition thereof and for the characterization, classification, designation  or categorization of each Collateral Obligation to the extent such characterization, classification,  designation or categorization is subjective or judgmental in nature or based on information not  readily available to the Trustee and Collateral Administrator.  Section 6.4 Not Responsible for Recitals or Issuance of Debt.  The recitals  contained herein and in the Debt, 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 Debt.  The Trustee shall not be accountable for the use or application by the Issuer  of the Debt or the proceeds thereof or any Money paid to the Issuer pursuant to the provisions  hereof.  Section 6.5 May Hold Debt.  The Trustee, any Paying Agent, Loan Agent, Notes  Registrar, Loan Registrar or any other agent of the Issuer, in its individual or any other capacity,  may become the owner or pledgee of Debt and/or additional Debt issued pursuant to Sections 2.13  and 3.2, if any, and may otherwise deal with the Issuer or any of their Affiliates with the same  rights it would have if it were not Trustee, Paying Agent, Loan Agent, Notes Registrar, Loan  Registrar or such other agent.  Section 6.6 Money Held for the Benefit of the Secured Debtholders.  Money  held by the Trustee hereunder shall be held for the benefit of the Secured Debtholders to the extent  required herein.  The Trustee shall be under no liability for interest on any Money received by it  hereunder except to the extent of income or other gain on investments which are deposits in or  certificates of deposit of the Bank in its commercial capacity and income or other gain actually  received by the Trustee on Eligible Investments.  





 






  USActive 57779863.5 -132-  47427296.1  Section 6.7 Compensation and Reimbursement.  (a) The Issuer agrees:  (i) to pay the Trustee (and the Bank, U.S. Bank National Association and any  Affiliate in each of their other capacities under the Transaction Documents) 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  (and the Bank, U.S. Bank National Association and any Affiliate in each of their other  capacities under the Transaction Documents) in a timely manner upon its request for all  reasonable expenses, disbursements and advances incurred or made by the Trustee, the  Bank, U.S. Bank National Association or any Affiliate in each of their other capacities  under the Transaction Documents in accordance with any provision of this Indenture or  other Transaction Document (including, without limitation, securities transaction charges  and the reasonable compensation and expenses and disbursements of its agents and legal  counsel and of any accounting firm or investment banking firm employed by the Trustee  pursuant to Section 5.4, 5.5, 6.3(c) or 10.8, except any such expense, disbursement or  advance as may be attributable to its negligence, willful misconduct or bad faith) but with  respect to securities transaction charges, only to the extent any such charges have not been  waived during a Collection Period due to the Trustee’s receipt of a payment from a  financial institution with respect to certain Eligible Investments, as specified by the  Collateral Manager;  (iii) to indemnify the Trustee, the Bank, U.S. Bank National Association and  any Affiliate in each of their other capacities under the Transaction Documents and their  respective officers, directors, employees and agents for, and to hold them harmless against,  any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred  without negligence, willful misconduct or bad faith on their part, arising out of or in  connection with the acceptance or administration of this Indenture or the performance of  its duties hereunder or the any of the other Transaction Documents, including the costs and  expenses of defending themselves (including reasonable attorneys’ fees and costs) against  any claim or liability whether brought by or involving any party to the Transaction  Documents or any third party in connection with the administration exercise or  performance of any of their powers or duties hereunder and under any other agreement or  instrument related hereto or the enforcement of any provision under any Transaction  Document; and  (iv) to pay the Trustee reasonable additional compensation together with its  expenses (including reasonable counsel fees) for any collection or enforcement action  taken pursuant to Section 6.13 or Article V, respectively.  (b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other  amounts payable to it under this Indenture or in any of the Transaction Documents to which the  Trustee is a party only as provided in Sections 11.1(a)(i), (ii) and (iii) but only to the extent that  funds are available for the payment thereof.  Subject to Section 6.9, the Trustee shall continue to  serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have  





 






  USActive 57779863.5 -133-  47427296.1  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 Debtholders 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 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 plus one day, after  the payment in full of all Debt issued under this Indenture and the Class A-L Loan Agreement.  (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.  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 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,  and who makes the representations contained in Section 6.17.  If such organization or entity  publishes reports of condition at least annually, pursuant to law or to the requirements of the  aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the  combined capital and surplus of such organization or entity shall be deemed to be its combined  capital and surplus as set forth in its most recent published report of condition.  If at any time the  Trustee shall cease to be eligible in accordance with the provisions of this Section 6.8, it shall  resign immediately in the manner and with the effect hereinafter specified in this Article VI.  Section 6.9 Resignation and Removal; Appointment of Successor.  (a) No  resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this  Article VI shall become effective until the acceptance of appointment by the successor Trustee  under Section 6.10.  (b) The Trustee may resign at any time by giving not less than 30 days’ written  notice thereof to the Issuer (and, subject to Section 14.3(c), the Issuer shall provide notice to S&P  if S&P is still rating a Class of Secured Debt), the Collateral Manager and the Holders of the Debt.   Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or  trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by  an 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 of the Secured Debt,  each holder of the Subordinated Notes and the Collateral Manager; provided that such successor  Trustee shall be appointed only upon the Act of a Majority of the Debt of each Class, voting  together 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.  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  





 






  USActive 57779863.5 -134-  47427296.1  within 60 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 the Controlling Class, a Majority of the Subordinated Notes and a Majority  of each other Class of Debt, voting together or, when an Event of Default shall have occurred and  be continuing by an Act of a Majority of the Controlling Class, delivered to the Trustee and to the  Issuer.  (d) If at any time:  (i) the Trustee shall cease to be eligible under Section 6.8 and shall fail to  resign after written request therefor by the Issuer or by any Holder; or  (ii) the Trustee shall become incapable of acting or shall be adjudged as  bankrupt or insolvent or a receiver or liquidator of the Trustee or of its property shall be  appointed or any public officer shall take charge or control of the Trustee or of its property  or affairs for the purpose of rehabilitation, conservation or liquidation;  then, in any such case (subject to Section 6.9(a)), (A) the Issuer, by Issuer Order, may remove the  Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of itself and all others similarly  situated, petition any court of competent jurisdiction for the removal of the Trustee and the  appointment of a successor Trustee.  (e) If the Trustee shall resign, be removed or become incapable of acting, or if  a vacancy shall occur in the office of the Trustee for any reason (other than resignation), the Issuer,  by Issuer Order, shall promptly appoint a successor Trustee.  If the Issuer shall fail to appoint a  successor Trustee within 60 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 removal of the  Trustee and each appointment of a successor Trustee by providing notice of such event to the  Collateral Manager, to S&P, to the Loan Agent, to the Holders of the Debt (as their names and  addresses appear in the Notes Register) and to the Class A-L Lenders (as their names and addresses  appear in the Loan Register).  Each notice shall include the name of the successor Trustee and the  address of its Corporate Trust Office.  If the Issuer fails to provide 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.  





 






  USActive 57779863.5 -135-  47427296.1  (g) Any resignation or removal of the Trustee under this Section 6.9 shall be an  effective resignation or removal of the Bank, U.S. Bank National Association and any Affiliate in  each of their other capacities under this Indenture and as Collateral Administrator under the  Collateral Administration Agreement and in any other applicable capacity under the Transaction  Documents.  Section 6.10 Acceptance of Appointment by Successor.  Every successor Trustee  appointed hereunder shall meet the requirements of Section 6.8, shall make the representations and  warranties contained in Section 6.17, and shall execute, acknowledge and deliver to the Issuer and  the retiring Trustee an instrument accepting such appointment.  In addition, so long as the retiring  Trustee is the same institution as the Collateral Administrator, unless otherwise agreed to in writing  by the Issuer, the successor and the retiring institutions, such successor Trustee shall automatically  become, and hereby so agrees to be, the Collateral Administrator pursuant to Section 7(f) of the  Collateral Administration Agreement and shall assume the duties of the Collateral Administrator  under the terms and conditions of the Collateral Administration Agreement in its acceptance of  appointment as successor Trustee until such time, if any, as it is replaced as Collateral  Administrator by the Issuer pursuant to the Collateral Administration Agreement.  Upon delivery  of the required instruments, the resignation or removal of the retiring Trustee shall become  effective and such successor Trustee, without any further act, deed or conveyance, shall become  vested with all the rights, powers, trusts, duties and obligations of the retiring Trustee; but, on  request of the Issuer or a Majority of any Class of Debt 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 or successor Collateral Administrator, as applicable, all the  rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such  successor Trustee all property and Money held by such retiring Trustee hereunder.  Upon request  of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and  certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.  Section 6.11 Merger, Conversion, Consolidation or Succession to Business of  Trustee.  Any organization or entity into which the Trustee may be merged or converted or with  which it may be consolidated, or any organization or entity resulting from any merger, conversion  or consolidation to which the Trustee shall be a party, or any organization or entity succeeding to  all or substantially all of the corporate trust business of the Trustee, shall be the successor of the  Trustee hereunder; provided that such organization or entity shall be otherwise qualified and  eligible under this Article VI, without the execution or filing of any paper or any further act on the  part of any of the parties hereto.  In case any of the Notes has been authenticated, but not delivered,  by the Trustee then in office, any successor by merger, conversion or consolidation to such  authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with  the same effect as if such successor Trustee had itself authenticated such Notes.  Section 6.12 Co-Trustees.  At any time or times, for the purpose of meeting the  legal requirements of any jurisdiction in which any part of the Assets may at the time be located,  the Issuer and the Trustee shall have power to appoint one or more Persons to act as co-trustee  (with notice to S&P), 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.  





 






  USActive 57779863.5 -136-  47427296.1  The Issuer shall join with the Trustee in the execution, delivery and performance of  all instruments and agreements necessary or proper to appoint a co-trustee.  If the Issuer does not  join in such appointment within 15 days after the receipt by them of a request to do so, the Trustee  shall have the power to make such appointment.  Should any written instrument from the Issuer be required by any co-trustee so  appointed, more fully confirming to such co-trustee such property, title, right or power, any and  all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer.  The  Issuer agrees to pay, to the extent funds are available therefor under Section 11.1(a)(i)(A), for any  reasonable fees and expenses in connection with such appointment.  Every co-trustee shall, to the extent permitted by law, but to such extent only, be  appointed subject to the following terms:  (a) the Notes shall be authenticated and delivered and all rights, powers, duties  and obligations hereunder in respect of the custody of securities, Cash and other personal property  held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised  solely by the Trustee;  (b) the rights, powers, duties and obligations hereby conferred or imposed upon  the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred  or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee  jointly as shall be provided in the instrument appointing such co-trustee;  (c) the Trustee at any time, by an instrument in writing executed by it, with the  concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove  any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and  is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such  co-trustee without the concurrence of the Issuer.  A successor to any co-trustee so resigned or  removed may be appointed in the manner provided in this Section 6.12;  (d) no co-trustee hereunder shall be personally liable by reason of any act or  omission of the Trustee hereunder;  (e) the Trustee shall not be liable by reason of any act or omission of a  co-trustee; and  (f) any Act of the Holders delivered to the Trustee shall be deemed to have  been delivered to each co-trustee.  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 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  





 






  USActive 57779863.5 -137-  47427296.1  request by the Collateral Manager, request the issuer of such Asset, the trustee under the related  Underlying Document 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 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 under this Indenture, such  release shall be subject to Section 10.9 of this Indenture.  Notwithstanding any other provision  hereof, the Trustee shall deliver to the Issuer or its designee any payment with respect to any Asset  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.  Reasonably promptly after receipt thereof, the Trustee will notify and provide to  the Collateral Manager on behalf of the Issuer a copy of any documents, financial reports, legal  opinions or any other information including, without limitation, any notices, reports, requests for  waiver, consent requests or any other requests or communications relating to the Assets or any  Obligor or to actions affecting the Assets or any Obligor.  Upon reasonable request by the  Collateral Manager or the Collateral Administrator, the Trustee further agrees to provide to the  Collateral Manager from time to time, on a timely basis, any information in its possession relating  to the Collateral Obligations, the Equity Securities and the Eligible Investments as requested so as  to enable the Collateral Manager to perform its duties hereunder, under the Collateral  Administration Agreement or under the Collateral Management Agreement.  Section 6.14 Authenticating Agents.  Upon the request of the Issuer, the Trustee  shall, and if the Trustee so chooses the Trustee may, appoint one or more Authenticating Agents  with power to act on its behalf and subject to its direction in the authentication of Notes in  connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.5, as fully to  all intents and purposes as though each such Authenticating Agent had been expressly authorized  by such Sections to authenticate such Notes.  For all purposes of this Indenture, the authentication  of Notes by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the  authentication of Notes by the Trustee.  Any Person into which any Authenticating Agent may be merged or converted or  with which it may be consolidated, or any Person resulting from any merger, consolidation or  conversion to which any Authenticating Agent shall be a party, or any Person succeeding to the  corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating  Agent hereunder, without the execution or filing of any further act on the part of the parties hereto  or such Authenticating Agent or such successor Person.  Any Authenticating Agent may at any time resign by giving written notice of  resignation to the Trustee and the Issuer.  The Trustee may at any time terminate the agency of any  Authenticating Agent by giving written notice of termination to such Authenticating Agent and  the Issuer.  Upon receiving such notice of resignation or upon such a termination, the Trustee shall,  upon the written request of the Issuer, promptly appoint a successor Authenticating Agent and  shall give written notice of such appointment to the Issuer.  





 






  USActive 57779863.5 -138-  47427296.1  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.  If any withholding tax is imposed by applicable law  on the Issuer’s payment (or allocations of income) under the Debt, such tax shall reduce the amount  otherwise distributable to the relevant Holder.  The Trustee 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 or may be withheld because of a  failure by a Holder to provide any information required under Sections 1441, 1442, 1445, 1446  and 1471-1474 of the Code or any other provisions of any applicable law and to timely remit such  amounts to the appropriate taxing authority.  Such authorization shall not prevent the Trustee from  contesting any such tax in appropriate proceedings and withholding payment of such tax, if  permitted by law, pending the outcome of such proceedings.  The amount of any withholding tax  imposed with respect to any Debt shall be treated as Cash distributed to the relevant Holder at the  time it is withheld by the Trustee.  If there is a possibility that withholding tax is payable with  respect to a distribution, the Paying Agent or the Trustee may, in its sole discretion, withhold such  amounts in accordance with this Section 6.15.  If any Holder or beneficial owner wishes to apply  for a refund of any such withholding tax, the Trustee shall reasonably cooperate with such Person  in providing readily available information so long as such Person agrees to reimburse the Trustee  for any out-of-pocket expenses incurred.  Nothing herein shall impose an obligation on the part of  the Trustee to determine the amount of any tax or withholding obligation on the part of the Issuer  or in respect of the Debt.  Section 6.16 Representative for Debtholders Only; Agent for each other Secured  Party.  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 Debtholders and agent for each other Secured  Party.  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 Debtholders, and agent for each other Secured Party.  Section 6.17 Representations and Warranties of the Bank.  The Bank hereby  represents and warrants as follows, in its individual capacity and in its capacities as described  below (and any Person that becomes a successor Trustee pursuant to Sections 6.9, 6.10, or 6.11,  or a co-trustee pursuant to Section 6.12, represents and warrants as follows in its individual  capacity and in its capacity as Trustee where applicable):  (a) Organization.  The Bank has been duly organized and is validly existing as  a national banking association with trust powers under the laws of the United States and has the  power to conduct its business and affairs as a trustee, paying agent, registrar, transfer agent,  custodian and calculation agent.  (b) Authorization; Binding Obligations.  The Bank has the corporate power and  authority to perform the duties and obligations of Trustee, Paying Agent, Notes Registrar, Transfer  





 






  USActive 57779863.5 -139-  47427296.1  Agent and Calculation Agent 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, (i) is  prohibited by, or requires the Bank to obtain any consent, authorization, approval or registration  under, any law, statute, rule, regulation, judgment, order, writ, injunction or decree that is binding  upon the Bank or any of its properties or assets, or (ii) will violate any provision of, result in any  default or acceleration of any obligations under, result in the creation or imposition of any lien  pursuant to, or require any consent under, any material agreement to which the Bank is a party or  by which it or any of its property is bound.  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 Debt, in accordance with the terms of  such Secured Debt, the Class A-L Loan Agreement 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 any Debt shall be considered as having been paid by the Issuer to the  relevant Holder for all purposes of this Indenture and the Class A-L Loan Agreement, as  applicable.  Section 7.2 Maintenance of Office or Agency.  The Issuer hereby appoints the  Trustee as a Paying Agent for payments on the Debt.  Notes may be surrendered for registration  of transfer or exchange at the Corporate Trust Office of the Trustee or its agent designated for  purposes of surrender, transfer or exchange.  The Issuer hereby appoints Corporation Service  Company, 19 West 44th Street, Suite 200, New York, New York 10036, as 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.  





 






  USActive 57779863.5 -140-  47427296.1  The Issuer hereby appoints, for so long as any Class of Debt is listed on Euronext  Dublin, Maples and Calder (Ireland) LLP (the “Irish Listing Agent”) as listing agent in Ireland  with respect to the Listed Debt.  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,  however, that the Issuer shall 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 such Debt, the  Class A-L Loan Agreement 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 and surrendered for payment; provided, further, that no paying agent shall be  appointed in a jurisdiction which would cause payments on the Notes to be subject to aggregate  withholding tax in excess of any withholding tax that was imposed on such payments immediately  before the appointment.  The Issuer shall at all times cause a duplicate copy of the Notes Register  to be maintained at the Corporate Trust Office of the Trustee.  The Issuer shall give written notice  as soon as reasonably practicable to the Trustee, the Holders, and S&P 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.  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 their agent to receive such  respective presentations, surrenders, notices and demands.  Section 7.3 Money for Debt Payments to be Held for the Benefit of the Holders.   All payments of amounts due and payable with respect to any Debt 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 or distributions on the Debt.  When the Issuer shall have a Paying Agent that is not also the Notes Registrar and  the Loan Registrar, they shall furnish, or cause the Notes Registrar or Loan Registrar to furnish,  as applicable, 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 (or loan notes, as applicable) held by each such  Holder.  Whenever the Issuer shall have a Paying Agent other than the Trustee, the Issuer  shall, on or before the Business Day next preceding each Payment Date and on 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 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  





 






  USActive 57779863.5 -141-  47427296.1  amount sufficient to pay the amounts then becoming due on the Debt with respect to which such  deposit was made shall be paid over by such Paying Agent to the Trustee for application in  accordance with Article XI.  The initial Paying Agent shall be as set forth in Section 7.2.  Any additional or  successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the  Trustee; provided that so long as the Debt of any Class is rated by S&P with respect to any  additional or successor Paying Agent, either (i) such Paying Agent has a long-term issuer rating  of “A+” or higher by S&P or a short-term issuer rating of “A-1” by S&P or (ii) notice shall have  been provided to S&P.  If such successor Paying Agent ceases to have the ratings described in the  immediately preceding sentence, 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 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 Debt for which it  acts as Paying Agent on each Payment Date and any Redemption Date among such Persons 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  Debt 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 Debt 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 for the benefit of the Secured Parties by the Issuer or  such Paying Agent, such sums to be held by the Trustee upon the same terms 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.  





 






  USActive 57779863.5 -142-  47427296.1  Except as otherwise required by applicable law, any Money deposited with the  Trustee or any Paying Agent for any payment on any Debt 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 Debt 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 deposited 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,  providing notice of such release to Holders whose Debt has 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.  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 their existence and rights as  companies formed or organized under the laws of the State of Delaware, and shall obtain and  preserve their qualification to do business as foreign corporations in each jurisdiction in which  such qualifications are or shall be necessary to protect the validity and enforceability of this  Indenture, the Class A-L Loan Agreement, the Debt or any of the Assets.  (b) The Issuer shall ensure that all corporate or other formalities regarding its  existence (including, to the extent required by applicable law, holding regular board of directors’,  members’, partners’ and shareholders’ or other similar meetings) are followed.  The Issuer shall  not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence  being ignored or in its assets and liabilities being substantively consolidated with any other Person  in a bankruptcy, reorganization or other insolvency proceeding.  Without limiting the foregoing,  (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture) and shall not  permit to be enacted, or engage in, any division or plan of division under Delaware law (or any  comparable event under a different jurisdiction’s laws), (ii) the Issuer shall not (A) have any  employees (other than its directors, members or managers, as applicable, to the extent any thereof  is deemed to be an employee), (B) except as contemplated by the Collateral Management  Agreement, the Certificate of Formation and Limited Liability Company Agreement, engage in  any transaction with any shareholder or member, as applicable, that would constitute a conflict of  interest or (C) pay dividends other than in accordance with the terms of this Indenture, the Class  A-L Loan Agreement, the Certificate of Formation and Limited Liability Company Agreement  and (iii) the Issuer shall (A) maintain books and records separate from any other Person,  (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets  with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate  financial statements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s  length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold  itself out as a separate Person and (J) correct any known misunderstanding regarding its separate  identity.  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  





 






  USActive 57779863.5 -143-  47427296.1  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 of Counsel with respect to the same subject  matter delivered pursuant to Section 3.1(c) 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 Secured Parties 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,  for the benefit of the Secured Parties, 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 file and hereby  authorizes the filing of any Financing Statement, continuation statement and all other instruments,  prepared and delivered to it, and take all other actions, required pursuant to this Section 7.5.  Such  designation shall not impose upon the Trustee, or release or diminish, the Issuer’s and the  Collateral Manager’s obligations under this Section 7.5.  The Issuer further authorizes and shall  cause the Issuer’s counsel to file without the Issuer’s signature an initial Financing Statement on  the Closing Date 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 10.9(a), (b) and (c) and Section 12.1, 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  





 






  USActive 57779863.5 -144-  47427296.1  delivered pursuant to Section 7.6, the Opinion of Counsel delivered at the Closing Date pursuant  to Section 3.1(c)) 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.  (c) The Issuer shall make an entry with respect to the security interest created  under this Indenture in the register of mortgages and charges at the Issuer’s registered office in  Delaware.  Section 7.6 Opinions as to Assets.  On or before each five-year anniversary of  the Closing Date, the Issuer shall furnish to the Trustee and S&P an Opinion of Counsel relating  to the continued perfection of the security interest granted by the Issuer to the Trustee, stating that,  as of the date of such opinion, the lien and security interest created by this Indenture with respect  to the Assets remain perfected and that no further action (other than as specified in such opinion)  needs to be taken to ensure the continued perfection of such lien over the next five years.  Section 7.7 Performance of Obligations.  (a) The Issuer, each as to itself, shall  not take any action, and will use their 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 of the Class A-L Loan  Agreement, and actions by the Collateral Manager under the Collateral Management Agreement  and in conformity therewith or with this Indenture, as applicable, or as otherwise required hereby  or deemed necessary or advisable by the Collateral Manager in accordance with the Collateral  Management Agreement.  (b) The Issuer shall notify S&P within 10 Business Days after it has received  notice from any Debtholder or the Trustee of any material breach of any Transaction Document,  following any applicable cure period for such breach.  Section 7.8 Negative Covenants.  (a) The Issuer will not from and after the  Closing Date:  (i) sell, transfer, exchange or otherwise dispose of, or pledge, mortgage,  hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), any  part of the Assets, except as expressly permitted by this Indenture, the Class A-L Loan  Agreement 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 Debt  (other than amounts withheld or deducted in accordance with the Code or any applicable  laws of any other applicable jurisdiction);  (iii) (A) incur or assume or guarantee any indebtedness, other than the Debt, this  Indenture, the Class A-L Loan Agreement, and the transactions contemplated hereby or  (B)(1) issue any additional class of Debt except in accordance with Section 2.13 and 3.2 or  incur any additional class of Debt except in accordance herewith and with the Class A-L  Loan Agreement or (2) issue any additional ordinary shares;  





 






  USActive 57779863.5 -145-  47427296.1  (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, the Class A-L Loan Agreement or  the Debt 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;  (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 Cash distributions other than in accordance with the Priority of  Payments;  (viii) permit the formation of any subsidiaries (except as provided in this  Indenture);  (ix) conduct business under any name other than its own;  (x) have any employees (other than its officers, if any, and managers to the  extent such officers or managers might be considered 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; and  (xii) permit the transfer of any of its membership interests so long as any Secured  Debt is Outstanding.  (b) 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.  (c) Notwithstanding anything contained herein to the contrary, the Issuer may  not acquire any of the Notes; provided that this Section 7.8(c) shall not be deemed to limit any  redemption pursuant to the terms of this Indenture.  





 






  USActive 57779863.5 -146-  47427296.1  (d) The Issuer shall not fail to maintain an independent director (the  “Independent Director”), which independent director, for the avoidance of doubt, shall be  Independent of the Collateral Manager.  Section 7.9 Statement as to Compliance.  On or before May 20th in each calendar  year commencing in 2023, or promptly after an Officer of the Issuer becomes aware thereof if  there has been a Default under this Indenture or the Class A-L Loan Agreement and prior to the  issuance of any additional Debt pursuant to Section 2.13, the Issuer shall deliver to the Trustee and  the Loan Agent (to be forwarded by the Trustee to the Collateral Manager, each Debtholder making  a written request therefor and S&P) 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 and the Class A-L Loan  Agreement or, if such is not the case, specifying those obligations with which it has not complied.  Section 7.10 The Issuer May Consolidate, etc.  The Issuer (the “Merging Entity”) shall not consolidate or merge with or into any  other Person or, except as permitted under this Indenture, transfer or convey all or substantially all  of its assets to any Person, unless permitted by Delaware law and unless:  (a) the Merging Entity shall be the surviving entity, or the Person (if other than  the Merging Entity) formed by such consolidation or into which the Merging Entity is merged or  to which all or substantially all of the assets of the Merging Entity are transferred (the “Successor  Entity”) (A) if the Merging Entity is the Issuer, shall be a company organized and existing under  the laws of Delaware or such other jurisdiction approved by a Majority of the Controlling Class;  provided that no such approval shall be required in connection with any such transaction  undertaken solely to effect a change in the jurisdiction of 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, the Loan Agent, each Holder, the Collateral  Administrator and the Collateral Manager, the due and punctual payment of the principal of and  interest on all Secured Debt, the payments or distributions on 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 S&P Rating Condition shall have been 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, except as permitted by this Indenture, 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;  





 






  USActive 57779863.5 -147-  47427296.1  (d) if the Merging Entity is not the Successor Entity, the Successor Entity shall  have delivered to the Trustee, the Loan Agent and S&P 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 and an omnibus assumption agreement for the purpose of assuming  such obligations; that such Person has duly authorized the execution, delivery and performance of  a supplemental indenture hereto and an omnibus assumption agreement 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);  (e) 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 Debt and  (ii) the Trustee continues to have a valid perfected first priority security interest in the Assets  securing all of the Secured Debt; and in each case as to such other matters as the Trustee, the Loan  Agent or any Debtholder may reasonably require; provided that nothing in this clause shall imply  or impose a duty on the Trustee to require such other documents;  (f) immediately after giving effect to such transaction, no Default or Event of  Default shall have occurred and be continuing;  (g) the Merging Entity shall have notified S&P of such consolidation, merger,  transfer or conveyance and shall have delivered to the Trustee, the Loan Agent and each  Debtholder 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;  (h) the Merging Entity shall have delivered to the Trustee an Opinion of  Counsel stating that after giving effect to such transaction, neither of the Issuer (or, if applicable,  the Successor Entity) will not be required to register as an investment company under the 1940 Act;  (i) immediately after giving effect to such transaction, the Merging Entity or  Successor Entity, as applicable, is not treated as an association or 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 (including any withholding tax liability under Section 1446 of  the Code);  (j) 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; and  





 






  USActive 57779863.5 -148-  47427296.1  (k) if the Merging Entity is the Issuer, unanimous consent of the Board of  Directors, including the Independent Director, has been obtained.  Section 7.11 Successor Substituted.  Upon any consolidation or merger, or  transfer or conveyance of all or substantially all of the assets of the Issuer in accordance with  Section 7.10 in which the Merging Entity is not the surviving entity, the Successor Entity shall  succeed to, and be substituted for, and may exercise every right and power of, the Merging Entity  under this Indenture with the same effect as if such Person had been named as the Issuer herein.   In the event of any such consolidation, merger, transfer or conveyance, the Person named as the  “Issuer” in the first paragraph of this Indenture or any successor which shall theretofore have  become such in the manner prescribed in this Article VII may be dissolved, wound up and  liquidated at any time thereafter, and such Person thereafter shall be released, without further  action by any Person, from its liabilities as obligor and maker on all the Debt 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 officers, if any, and managers to the extent such officers or managers might be considered  employees) and shall not engage in any business or activity other than issuing, selling, paying,  redeeming and refinancing the Debt and any additional Debt pursuant to this Indenture, incurring  the Class A-L Loans pursuant to the Class A-L Loan Agreement, acquiring, holding, selling,  exchanging, redeeming and pledging, solely for its own account, the Assets and other incidental  activities thereto, including entering into the Transaction Documents to which it is a party.  The  Issuer may amend or permit the amendment of the provisions of the Certificate of Formation and  Limited Liability Company Agreement of the Issuer (or any other organizational document  thereof), respectively, only if such amendment would satisfy the S&P Rating Condition.  Section 7.13 [Reserved].  Section 7.14 Annual Rating Review.  (a) So long as any Secured Debt of any  Class remain Outstanding, on or before July 20, 2023, the Issuer shall request and pay for an annual  review of the rating of each such Class of Secured Debt from S&P.  The Issuer shall promptly  notify the Trustee, the Loan Agent and the Collateral Manager in writing (and the Trustee and the  Loan Agent shall each promptly provide the applicable Holders with a copy of such notice) if at  any time the Issuer is notified or has actual knowledge that the then-current rating of any such  Class of Secured Debt has been, or is known will be, changed or withdrawn.  (b) The Issuer shall request and pay for an annual review of (i) any Collateral  Obligation that has an S&P Rating or an S&P Rating determined pursuant to clause (c)(ii) of the  definition of “S&P Rating” and (ii) any DIP Collateral Obligation.  Section 7.15 Reporting.  At any time when the Issuer is not subject to Section 13  or 15(d) of the Exchange Act and are not exempt from reporting pursuant to Rule 12g3-2(b) under  the Exchange Act, upon the request of a Holder or beneficial owner of any Debt that completes a  Beneficial Ownership Certificate substantially in the form of Exhibit D, 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  





 






  USActive 57779863.5 -149-  47427296.1  purchaser designated by such Holder or beneficial owner, as the case may be, in order to permit  compliance by such Holder or beneficial owner with Rule 144A under the Securities Act in  connection with the resale of such Note.  “Rule 144A Information” shall be such information as is  specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision  thereto).  Section 7.16 Calculation Agent.  (a) The Issuer hereby agrees that for so long as  any Floating Rate Debt remains Outstanding there will at all times be an agent appointed by the  Issuer (which does not control or is not controlled or under common control with the Issuer or its  Affiliates or the Collateral Manager or its Affiliates) to calculate the Reference Rate for each  Interest Accrual Period on the Interest Determination Date or, if the Reference Rate is not the Term  SOFR Rate, the time determined by the Collateral Manager (on behalf of the Issuer) and adopted  in accordance with the Benchmark Replacement Conforming Changes (the “Calculation Agent”).   The Issuer hereby appoints the Collateral Administrator as Calculation Agent.  The Calculation  Agent may be removed by the Issuer or the Collateral Manager, on behalf of the Issuer, at any  time.  If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer or  the Collateral Manager, on behalf of the Issuer, the Issuer or the Collateral Manager, on behalf of  the Issuer, will promptly appoint a replacement Calculation Agent which does not control or is not  controlled by or under common control with the Issuer or its Affiliates or the Collateral Manager  or its Affiliates and provide notice thereof to the Trustee and the Collateral Administrator.  The  Calculation Agent may not resign its duties or be removed without a successor having been duly  appointed.  (b) The Calculation Agent shall be required to agree (and the Collateral  Administrator as Calculation Agent does hereby agree) that, as soon as possible after 5:00 a.m.  Chicago time on each Interest Determination Date, but in no event later than 5:00 p.m. New York  time on the U.S. Government Securities Business Day immediately following each Interest  Determination Date, the Calculation Agent will calculate the Interest Rate applicable to each Class  of Floating Rate Debt during the related Interest Accrual Period and the Debt Interest Amount (in  each case, rounded to the nearest cent, with half a cent being rounded upward) payable on the  related Payment Date in respect of such Class of Floating Rate Debt in respect of the related  Interest Accrual Period.  At such time, the Calculation Agent will communicate such rates and  amounts to the Issuer, the Trustee, the Loan Agent, each Paying Agent, DTC, the Collateral  Manager, Euroclear and Clearstream.  The Calculation Agent will also specify to the Issuer the  quotations upon which the foregoing rates and amounts are based, and in any event the Calculation  Agent shall notify the Issuer before 5:00 p.m. New York time on every Interest Determination  Date if it has not determined and is not in the process of determining any such Interest Rate or  Debt Interest Amount together with its reasons therefor.  The Calculation Agent’s determination  of the foregoing rates and amounts for any Interest Accrual Period will (in the absence of manifest  error) be final and binding upon all parties.  Neither the Calculation Agent nor the Loan Agent nor  the Trustee shall have any responsibility or liability for the selection of an alternative base rate  (including a Reference Rate, an Alternative Rate, a Fallback Rate and/or a Benchmark  Replacement Rate) or determination thereof, or any liability for any failure or delay in performing  its duties hereunder as a result of the unavailability of a “base rate” in accordance herewith.  (c) Neither the Calculation Agent nor the Collateral Manager shall have any  liability for any interest rate published by any publication that is the source for determining the  





 






  USActive 57779863.5 -150-  47427296.1  interest rates of the Floating Rate Debt, including but not limited to the Reuters Screen (or any  successor source), or rates published by the Federal Reserve Board and/or the Federal Reserve  Bank of New York or on the Federal Reserve Bank of New York’s Website.  (d) The Trustee, the Paying Agent, the Collateral Administrator and the  Calculation Agent shall have no obligation, responsibility or liability for (i) monitoring,  determining or verifying the unavailability or cessation of the Term SOFR Rate (or other  Reference Rate), or whether or when there has occurred, or to give notice to any other transaction  party of the occurrence of, a Benchmark Transition Event or Benchmark Replacement Date, (ii)  the designation, determination, selection, identification or adoption of an Alternative Rate  (including any Benchmark Replacement Rate, Designated Base Rate, Fallback Rate, SOFR, Term  SOFR Rate, Benchmark Replacement Rate Adjustment or any other reference rate component or  modifier thereto and any Benchmark Replacement Conforming Changes) as a successor or  replacement benchmark to the Term SOFR Rate or determining whether any such rate is a  Benchmark Replacement Rate or Fallback Rate or whether the conditions to the designation of  such rate or the adoption of a Reference Rate Amendment have been satisfied (subject to, and  except as otherwise provided in, this Indenture) and shall be entitled to rely upon any designation,  determination or selection of such rate by the Collateral Manager or (iii) determining whether or  what Benchmark Replacement Conforming Changes or Reference Rate Amendment, if any, are  necessary or advisable in connection with any of the foregoing or, with respect to each Floating  Rate Obligation, neither the Trustee nor the Collateral Administrator shall have any responsibility  or liability to (w) monitor the status of the Term SOFR Rate or other applicable reference rate, (x)  determine whether a substitute index or reference rate should or could be selected, (y) determine  the selection of any such substitute reference rate and (z) exercise any right related to the foregoing  on behalf of the Issuer, the Holders or any other Person.  (e) The Trustee, the Paying Agent, the Collateral Administrator and the  Calculation Agent shall have no liability for any inability, failure or delay in the performance of  its duties hereunder or under the other Transaction Documents as a result of the unavailability or  disruption of “Term SOFR Rate” or other Reference Rate (including any inability to calculate the  Alternative Rate selected by the Collateral Manager) and absence of an alternate or replacement  reference rate, including as a result of any inability, delay, error or inaccuracy on the part of any  other transaction party, including without limitation the Collateral Manager, in providing any  direction, instruction, notice or information required or contemplated by the terms of this Indenture  and reasonably required for the performance of such duties.  (f) None of the Trustee, the Paying Agent, the Collateral Administrator or the  Calculation Agent shall have any liability for any interest rate published by any publication that is  the source for determining the Interest Rates of the Secured Debt, including but not limited to the  Reuters Screen (or any successor source), or for any rates compiled by the LSTA or ARRC or any  successors thereto, or for any rates published on any publicly available source, or in any of the  foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any  subsequent correction or adjustment thereto.  Section 7.17 Certain Tax Matters.  (a) The Issuer will treat the Issuer and the Debt  as described in the “Certain U.S. Federal Income Tax Considerations” section of the Offering  





 






  USActive 57779863.5 -151-  47427296.1  Circular for all U.S. federal, state and local income tax purposes and will take no action  inconsistent with such treatment unless required by law.  (b) The Issuer will prepare and file (or will hire accountants and the accountants  will prepare and file) for each taxable year of the Issuer any U.S. federal, state and local tax returns  and reports required under the Code or any other applicable law, and will provide (or cause to be  provided) to each Holder (including, for purposes of this Section 7.17, any beneficial owner of  Debt) any information that such Holder reasonably requests in order for such Holder to comply  with its U.S. federal, state or local tax return filing and information reporting obligations.  (c) Notwithstanding any provision herein to the contrary, the Issuer shall take,  any and all reasonable actions that may be necessary or appropriate to ensure that the Issuer  satisfies any and all withholding and tax payment obligations under Code Sections 1441, 1442,  1445, 1446, 1471, 1472, and any other provision of the Code or other applicable law.  Without  limiting the generality of the foregoing, (i) Issuer may withhold any amount that it or any advisor  retained by the Trustee on its behalf determines is required to be withheld from any amounts  otherwise distributable to any Person and (ii) if reasonably able to do so, the Issuer shall deliver  or cause to be delivered an IRS W-9 or successor applicable form and other properly completed  and executed documentation, as it determines is necessary to permit the Issuer to receive payments  without withholding or deduction or at a reduced rate of withholding or deduction.  (d) Upon the Issuer’s or the Trustee’s receipt of a written request of a Holder  or written request of a Person certifying that it is an owner of a beneficial interest in Debt, delivered  in accordance with the notice procedures of Section 14.3, for the information described in United  States Treasury Regulations Section 1.1275-3(b)(1)(i) that is applicable to such Holder, the Issuer  shall promptly cause its Independent accountants to provide such information to the Trustee, and  the Trustee shall promptly provide such information to the requesting Holder.  (e) The Collateral Manager will be the initial “partnership representative” (the  “Partnership Representative”) (or, if not eligible under the Code to be the Partnership  Representative, the agent and attorney-in-fact of the Partnership Representative) and may  designate the Partnership Representative from time to time with respect to any taxable year of the  Issuer during which the Collateral Manager holds or has held any Subordinated Notes (and if such  designee is not eligible under the Code to be the Partnership Representative, it shall be the agent  and attorney-in-fact of the Partnership Representative); provided, that during any other period or  if the Collateral Manager declines to so designate a Partnership Representative, the Issuer (after  consultation with the Collateral Manager) shall designate the Partnership Representative from  among any beneficial owners of Subordinated Notes (and if such designee is not eligible under the  Code to be the Partnership Representative, it shall be the agent and attorney-in-fact of the  Partnership Representative). The Partnership Representative (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 Indenture 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 beneficial owners of Subordinated Notes (as determined for U.S.  federal income tax purposes) in their capacity as partners in the Issuer. Any action taken by the  





 






  USActive 57779863.5 -152-  47427296.1  Partnership Representative in connection with audits of the Issuer under the Code will, to the extent  permitted by law, be binding upon the “equity owners” (for U.S. federal income tax purposes) of  the Issuer. Each such beneficial owner agrees that it will treat any Issuer item on such beneficial  owner’s income tax returns consistently with the treatment of the item on the Issuer’s tax return  and that such beneficial owner 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 Partnership  Representative (or, if applicable, its agent and attorney-in-fact), which authorization may be  withheld in the complete discretion of the Partnership Representative (or, if applicable, its agent  and attorney in fact). The Issuer will, to the fullest extent permitted by law, reimburse and  indemnify the Partnership Representative and any agent and attorney-in-fact of such Partnership  Representative in connection with any expenses reasonably incurred in connection with its  performance of its duties as or on behalf of the Partnership Representative. 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.  (f) The Partnership Representative 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 Holder of Subordinated Notes (which, for purposes of this Section 7.17(f) and Section 7.17(g)  through (j) and (m), shall include any “partner” of the Issuer (as determined for U.S. federal income  tax purposes)), in accordance with Section 704(b) of the Code and Treasury Regulations Section  1.704-1(b)(2)(iv).  (g) After giving effect to Section 7.17(g) and Section 7.17(h), all Issuer items  of income, gain, loss and deduction shall be allocated among the Holders of Subordinated Notes  in a manner such that, after the allocation, each such Holder’s capital account is equal (as nearly  as possible) to the amount that such Holder would receive from the Issuer if the Issuer (i) sold all  of its assets for their Book Values, (ii) applied the proceeds to discharge Issuer liabilities at face  amount, and (iii) distributed the remaining proceeds in accordance with the provisions of this  Indenture (other than this Section 7.17), minus the sum of such Holder’s share of “partnership  minimum gain” (within the meaning of Treasury Regulations Section 1.704-2(b)(2)) and “partner  nonrecourse debt minimum gain” (within the meaning of Treasury Regulations Section 1.704- 2(i)(3)).  (h) (i) This Section 7.17(h)(i) incorporates by reference, as if fully set forth  herein, the “minimum gain chargeback” requirement contained in Treasury Regulations Section  1.704-2(f), the “partner minimum gain chargeback” requirement contained in Treasury  Regulations Section 1.704-2(i), and the “qualified income offset” requirement contained in  Treasury Regulations Section 1.704-1(b)(2)(ii)(d).  (ii) In the event that any Holder of Subordinated Notes has a deficit capital  account at the end of any Issuer taxable year that is in excess of the amount such Holder is  deemed to be obligated to restore pursuant to the penultimate sentences of Treasury  Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Holder will be allocated items  of Issuer income and gain in the amount of such excess as quickly as possible.  Notwithstanding the foregoing, an allocation pursuant to this Section 7.17(h)(ii) will be  made only if and to the extent that such Holder would have a deficit capital account in  excess of such amount after all other allocations provided for in this Section 7.17 have been  





 






  USActive 57779863.5 -153-  47427296.1  tentatively made as if this Section 7.17 did not include this Section 7.17(h)(ii) or the  “qualified income offset” requirement of Section 7.17(h)(i).  (iii) Nonrecourse deductions (within the meaning of Treasury Regulations  Section 1.704-2(b)(1)) will be specially allocated to the Holders of Subordinated Notes in  the same manner as if they were not nonrecourse deductions.  (iv) No Holder of Subordinated Notes will be allocated items of loss or  deduction under Section 7.17(g) or Section 7.17(i) if such allocation would cause or  increase a deficit balance in such Holder’s capital account as of the end of the Issuer taxable  year to which such allocation relates, within the meaning of Treasury Regulations Section  1.704-1(b)(2)(ii)(d).  (i) It is the intent of the Issuer that, to the extent possible, all special allocations  made pursuant to Section 7.17(g) be offset either with other special allocations made pursuant to  Section 7.17(h) or with special allocations made pursuant to this Section 7.17(i). Therefore,  notwithstanding any other provision of this Section 7.17 (other than Section 7.17(h)), offsetting  special allocations of Issuer items of income, gain, loss and deduction will be made so that, after  such offsetting allocations are made, the capital account balance of each Holder of Subordinated  Notes is, to the extent possible, equal to the capital account balance such Holder would have had  if the special allocations made pursuant to Section 7.17(h) were not part of this Section 7.17 and  all Issuer items of income, gain, loss and deduction were allocated pursuant to Section 7.17(g).  (j) For U.S. federal, state and local income tax purposes, items of Issuer  income, gain, loss, and deduction will be allocated among the Holders of Subordinated Notes 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 adjusted tax  basis and Book Value will be allocated in accordance with Section 704(c) of the Code using a  method chosen by the Partnership Representative as described in Treasury Regulations Section  1.704-3.  (k) The Partnership Representative is authorized to amend the allocations  described in this Section 7.17 as necessary to ensure that all allocations made pursuant to this  Section 7.17 are treated as having “substantial economic effect” within the meaning of Section  704 of the Code.  (l) In connection with a Re Pricing or a Reference Rate Amendment  constituting a significant modification for U.S. federal income tax purposes, the Issuer will, and  will cause its Independent accountants to, comply with any requirements under Treasury  Regulation Section 1.1273-2(f)(9) (or any successor provision), including (i) determining whether  Debt of the Re-Priced Class or Debt replacing the Re-Priced Class or the Debt subject to the  Reference Rate Amendment, as applicable, are traded on an established market, (ii) if so traded,  causing its Independent accountants to determine the fair market value of such Debt, and (iii)  making available such fair market value determination available to Holders in a commercially  reasonable fashion, including by electronic publication, within 90 days of the date that the new  Debt is issued.  





 






  USActive 57779863.5 -154-  47427296.1  (m) 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 Holders  of the Subordinated Notes), 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 Holders  of the Subordinated Notes) and would reduce any taxes payable by the Issuer with respect to the  Covered Audit Adjustment, and (ii) if reasonably requested by a Holder of a Subordinated Note,  provide to such Holder available information allowing such Holder 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 Holders 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.  Section 7.18 Effective Date; Purchase of Additional Collateral Obligations.   (a) The Issuer will use commercially reasonable efforts to purchase, on or before September 20,  2022, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that  satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the  Coverage Tests.  





 






  USActive 57779863.5 -155-  47427296.1  (b) During the period from the Closing Date to and including the Effective  Date, the Issuer will use funds to purchase additional Collateral Obligations in the following order:   (i) to pay for the principal portion of any Collateral Obligation, first, any amounts on deposit in  the Ramp-Up Account, and second, any Principal Proceeds on deposit in the Collection Account  and (ii) to pay for accrued interest on any such Collateral Obligation, first, any amounts on deposit  in the Ramp-Up Account and second, any Principal Proceeds on deposit in the Collection Account.   In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral  Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral  Quality Test and each Overcollateralization Ratio Test.  (c) Within 30 Business Days after the Effective Date (but in no event later than  the Determination Date immediately preceding the first Payment Date), (i) the Issuer will provide,  or cause the Collateral Manager to provide, to the Trustee, an accountants’ report:  (x) confirming  the identity of the obligor (it being understood that the same obligor may be referred to differently  due to the use of abbreviations or shorthand references by different record keepers), principal  balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each  Collateral Obligation as of the Effective Date and 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 (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y)  recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction  or non-satisfaction of the Effective Date Specified Tested Items and specifying the procedures  undertaken by them to review data and computations relating to such report (the “Accountants’  Effective Date Recalculation AUP Report”), and (ii) the Issuer will cause the Collateral  Administrator to compile and deliver to S&P a report (the “Effective Date Report”), determined  as of the Effective Date, containing (A) the information required in a Monthly Report, (B) the  results of calculations indicating satisfaction of the Effective Date Specified Tested Items and (C)  a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal  Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par  Condition.  For the avoidance of doubt, the Effective Date Report shall not include or refer to the  Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with  S&P.  (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its  complete and unedited form which includes the Accountants’ Effective Date Comparison AUP  Report as an attachment, will be provided by the Independent accountants to the Issuer who will  post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website.   Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’  report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or  Collateral Administrator will not be provided to any other party including S&P (other than as  provided in an access letter between the accountants and such party).  (e) If (1) the Effective Date Condition has not been satisfied prior to the date  that is 30 Business Days after the Effective Date (but in no event later than the Determination Date  immediately preceding the first Payment Date) and (2) S&P has not provided written confirmation  (which may take the form of a press release or other written communication) of its initial rating of  the Secured Debt by the date 30 Business Days following the Effective Date, then the Issuer (or  the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation  





 






  USActive 57779863.5 -156-  47427296.1  of its Initial Ratings (which may take the form of a press release or other written communication).   In such case, if S&P does not provide written confirmation of its Initial Ratings on or prior to the  Determination Date immediately preceding the first Payment Date, then the Issuer (or the  Collateral Manager on the Issuer’s behalf) will instruct the Trustee to transfer amounts from the  Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first  Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral  Obligations) sufficient to obtain from S&P written confirmation of its Initial Ratings; provided  that in lieu of complying with this paragraph, the Issuer (or the Collateral Manager on the Issuer’s  behalf) may take such action, including, but not limited to, a Special Redemption and/or  transferring amounts from the Interest Collection Subaccount to the Principal Collection  Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer  (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation from S&P, of its  Initial Ratings.  (f) The Issuer hereby directs the Trustee to deposit the amount specified in the  Closing Date Certificate to the Ramp-Up Account on the Closing Date.  At the direction of the  Issuer (or the Collateral Manager on behalf of the Issuer), the Trustee shall apply amounts held in  the Ramp-Up Account to purchase additional Collateral Obligations from the Closing Date to and  including the Effective Date as described in clause (b) above.  If on the Effective Date, any  amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral  Obligations, such amounts shall be applied as described in Section 10.3(c).  (g) Weighted Average S&P Recovery Rate; S&P CDO Monitor.  On or prior  to the later of (x) the S&P CDO Monitor Election Date and (y) the Effective Date, the Collateral  Manager will elect the S&P CDO Monitor Recovery Rate that will apply on and after such date to  the Collateral Obligations for purposes of determining compliance with the Minimum Weighted  Average S&P Recovery Rate Test, and the Collateral Manager will so notify the Trustee and the  Collateral Administrator.  Thereafter, at any time on written notice to the Trustee, the Collateral  Administrator and S&P, the Collateral Manager may elect a different S&P CDO Monitor Recovery  Rate to apply to the Collateral Obligations; provided, that if (i) the Collateral Obligations are  currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to  the Collateral Obligations but the Collateral Obligations would not be in compliance with the S&P  CDO Monitor Recovery Rate case to which the Collateral Manager desires to change, then such  changed case shall not apply or (ii) the Collateral Obligations are not currently in compliance with  the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations and  would not be in compliance with any other S&P CDO Monitor Recovery Rate case, the S&P CDO  Monitor Recovery Rate to apply to the Collateral Obligations shall be the lowest S&P CDO  Monitor Recovery Rate in Schedule 4.  If the Collateral Manager does not notify the Trustee and  the Collateral Administrator that it will alter the S&P CDO Monitor Recovery Rate in the manner  set forth in this Indenture, the S&P CDO Monitor Recovery Rate chosen as of the S&P CDO  Monitor Election Date or the Effective Date, as applicable, shall continue to apply.  (h) Compliance with the S&P CDO Monitor Test will be measured by the  Collateral Manager on each Measurement Date on or after the Effective Date and on or prior to  the last day of the Reinvestment Period; provided, however, that on each Measurement Date  occurring on and after the S&P CDO Monitor Election Date, after receipt by the Issuer of the S&P  CDO Monitor, the Collateral Manager will be required to provide to the Trustee and the Collateral  





 






  USActive 57779863.5 -157-  47427296.1  Administrator a report on the portfolio of Collateral Obligations containing such information as  shall be reasonably necessary to permit the Collateral Administrator to calculate the Class Default  Differential with respect to the Highest Ranking S&P Class on such Measurement Date.  In the  event that the Collateral Manager’s measurement of compliance and the Collateral Administrator’s  measurement of compliance show different results, the Collateral Manager and the Collateral  Administrator shall be required to cooperate promptly in order to reconcile such discrepancy.  (i) [Reserved].  (j) The failure of the Issuer to satisfy the requirements of this Section 7.18 will  not constitute an Event of Default unless such failure constitutes an Event of Default under  Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has  acted in bad faith.  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 being released on the Closing Date  contemporaneously with the sale of the Debt on the Closing Date or on the related Cut-Off  Date contemporaneously with the purchase of such Asset on the Cut-Off Date, created  under, or permitted by, this Indenture and any other Permitted Liens.  (ii) Other than the security interest Granted to the Trustee for the benefit of the  Secured Parties 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.  (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  





 






  USActive 57779863.5 -158-  47427296.1  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) of the  UCC.  (ii) The Issuer has received all consents and approvals required by the terms of  the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets.  (iii) (x) The Issuer has caused or will have caused, within ten days after the  Closing Date, the filing of all appropriate Financing Statements in the proper office in the  appropriate jurisdictions under applicable law in order to perfect the security interest  granted to the Trustee, for the benefit and security of the Secured Parties, hereunder and  (y)(A) the Issuer has delivered to the Trustee a fully executed Securities Account Control  Agreement pursuant to which the Custodian has agreed to comply with all Entitlement  Orders and other 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  





 






  USActive 57779863.5 -159-  47427296.1  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 of any Person other than the Trustee (and the Issuer (or the Collateral Manager on  behalf of the Issuer) prior to a notice of exclusive control being provided by the Trustee,  which notice the Trustee agrees it shall not deliver except after the occurrence and during  the continuation of an Event of Default).  (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 S&P promptly if it  becomes aware of the breach of any of the representations and warranties contained in this  Section 7.19 and shall not, without satisfaction of the S&P Rating Condition, waive any of the  representations and warranties in this Section 7.19 or any breach thereof.  Section 7.20 Limitation on Certain Maturity Amendments.  (a) The Issuer (or the  Collateral Manager on the Issuer’s behalf) may agree to any amendment, waiver or other  modification to any Collateral Obligation that would extend the stated maturity date thereof;  provided, that neither the Issuer nor the Collateral Manager on the Issuer’s behalf may agree to  any Maturity Amendment unless, as determined by the Collateral Manager, both (x) the stated  maturity of the related Collateral Obligation is not extended beyond the Stated Maturity and (y)  (1) the Weighted Average Life Test will be satisfied after giving effect to such Maturity  Amendment or (2) if the Weighted Average Life Test was not satisfied immediately prior to giving  effect to such Maturity Amendment, the level of compliance with the Weighted Average Life Test  will be improved or maintained after giving effect to such Maturity Amendment; provided further  that the Issuer may enter into any Maturity Amendment that does not meet the requirements  described in the first proviso above if (a) in the Collateral Manager’s reasonable judgment such  Maturity Amendment is necessary (i) to prevent the related Collateral Obligation from becoming  a Defaulted Obligation or (ii) due to the materially adverse financial condition of the related  Obligor, to minimize material losses on the related Collateral Obligation (any such Maturity  Amendment described in this clause (a), a “Credit Amendment”), (b) the stated maturity of any  Collateral Obligation subject to a Credit Amendment is not extended to more than 24 months  beyond the Stated Maturity, and (c) immediately following such amendment or modification, not  





 






  USActive 57779863.5 -160-  47427296.1  more than 5.0% of the Collateral Principal Amount consists of Collateral Obligations subject to a  Credit Amendment that does not meet the requirements described in the first proviso above.  Section 7.21 Maintenance of Listing.  So long as any Class of Debt that is listed  on Euronext Dublin remains Outstanding, the Issuer shall use all reasonable efforts to maintain  such listing.  ARTICLE VIII    SUPPLEMENTAL INDENTURES  Section 8.1 Supplemental Indentures Without Consent of Holders of Debt.   Without the consent of the Holders of any Debt (except as may be expressly required herein) 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 or the  Loan Agent, as applicable, as to whether any Class of Debt would be materially and adversely  affected thereby (except for an amendment or supplemental indenture entered into pursuant to  clause (xx) or (xxv) below), (x) the Issuer and the Trustee may enter into one or more indentures  supplemental hereto, in form satisfactory to the Trustee and/or (y) the Issuer and the Loan Agent  may enter into one or more amendments to the Class A-L Loan Agreement, in form satisfactory to  the Loan Agent, in each case, 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 in the Constituting  Documents and in the Debt;  (ii) to add to the covenants of the Issuer, the Loan Agent, or the Trustee for the  benefit of the Secured Parties;  (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 Debt;  (iv) to evidence and provide for (x) 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 and (y) the  acceptance of appointment under the Class A-L Loan Agreement by a successor Loan  Agent and to add to or change any of the provisions of the Class A-L Loan Agreement as  shall be necessary to facilitate the administration of the Class A-L Loan Agreement by  more than one Loan Agent, pursuant to the requirements of the Constituting Documents;  (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  





 






  USActive 57779863.5 -161-  47427296.1  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 Debt 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 any Debt (other than the  Subordinated Notes) to the extent not required under clause (vi) above;  (viii) to make such changes as shall be necessary or advisable in order for the  Debt to be or remain listed on any exchange;  (ix) to correct any inconsistent or defective provisions in the Constituting  Documents or to cure any ambiguity, omission or errors therein;  (x) to conform the provisions of the Constituting Documents to the final  Offering Circular;  (xi) to take any action necessary or helpful (1) to prevent the Issuer, the holders  of any Debt, the Loan Agent or the Trustee from becoming subject to (or otherwise to  minimize) any withholding or other taxes or assessments (including any tax liability under  Sections 1446 or 6221 of the Code) and (2) to prevent the Issuer from becoming a publicly  traded partnership taxable as a corporation for U.S. federal income tax purposes;  (xii) (A) with the consent of the Collateral Manager and the Retention Holder, to  permit the Issuer to issue additional debt in accordance herewith; or (B) at the direction of  the Collateral Manager with the consent of the Retention Holder, to permit the Issuer to  issue replacement securities in connection with a Refinancing or to reduce the Interest Rate  of a Class of Debt in connection with a Re-Pricing, in each case in accordance herewith  (including, in connection with (x) a Refinancing of less than all Classes of Secured Debt  or a Re-Pricing, with the consent the Collateral Manager, modifications to establish a non- call period for the obligations providing such Refinancing or Re-Pricing or prohibit a future  Refinancing or Re-Pricing of such obligations providing such Refinancing or Re-Pricing  or (y) a Refinancing of all Classes of Secured Debt in full, modifications to (a) effect an  extension of the end of the Reinvestment Period, (b) establish a non-call period or prohibit  a future Refinancing, (c) modify the Weighted Average Life Test, (d) provide for a stated  maturity of the obligations or loans or other financial arrangements issued or entered into  in connection with such Refinancing that is later than the Stated Maturity of the Secured  Debt, (e) effect an extension of the Stated Maturity of the Subordinated Notes or (f) any  other changes to the Transaction Documents, in the case of each of (a) through (f), as  consented to by the Collateral Manager and a Majority of the Subordinated Notes (the  changes in (a) through (f) of clause (y), a “Reset Amendment”)); provided, further that any  supplemental indenture pursuant to this clause (xii), without the consent of any holders of  any Classes of Debt, may make any modification or amendment determined by the  





 






  USActive 57779863.5 -162-  47427296.1  Collateral Manager (based on the advice of Dechert LLP or other nationally recognized  counsel) to be necessary in order for a Re-Pricing or Refinancing not to be subject to, or  not cause the Collateral Manager or any other “sponsor” (as defined for purposes of the  U.S. Risk Retention Rules) to violate, the U.S. Risk Retention Rules;  (xiii) to modify the procedures herein relating to compliance with Rule 17g-5  under the Exchange Act or to permit compliance, or reduce the costs to the Issuer (including  as amounts payable to the Collateral Manager) of compliance, with the Dodd-Frank Act  (as amended from time to time) and any rules or regulations thereunder applicable to the  Issuer, the Collateral Manager, the Sub-Advisor or the Debt;  (xiv) with the written consent of a Majority of the Controlling Class, to conform  to ratings criteria and other guidelines (including, without limitation, any alternative  methodology published by S&P or any use of S&P’s credit models or guidelines for ratings  determination) relating to collateral debt obligations in general published or otherwise  communicated by S&P; provided that, the Issuer shall not execute any such supplemental  indenture without the consent of the Retention Holder;  (xv) following receipt by the Issuer of written advice (which may be email) of  counsel of national reputation experienced in such matters and with the consent of the  Retention Holder, to amend, modify or otherwise accommodate changes to the Constituting  Documents to comply with any statute, rule, regulation, or technical or interpretive  guidance enacted, effective, or issued by regulatory agencies of the United States federal  government or any Member State of the European Economic Area or otherwise under  European law, after the Closing Date that are applicable to the Issuer, the Debt or the  transactions contemplated by this Indenture or by the Offering Circular, including, without  limitation, any applicable Risk Retention Rules, any applicable EU and UK disclosure  requirements under the Securitization Regulation, securities laws or the Dodd-Frank Act  and all rules, regulations, and technical or interpretive guidance thereunder;  (xvi) to modify any provision to facilitate an exchange of one debt instrument for  another debt instrument that has substantially identical terms except transfer restrictions,  including to effect any serial designation relating to the exchange;  (xvii) with the written consent of a Majority of the Controlling Class, to evidence  any waiver or modification by S&P as to any requirement or condition, as applicable, of  S&P set forth in the Constituting Documents;  (xviii) to accommodate the settlement of the Debt in book-entry form through the  facilities of DTC or otherwise;  (xix) with the written consent of a Majority of the Controlling Class, to modify  (A) the definitions of “Credit Improved Obligation,” “Credit Risk Obligation,” “Coverage  Tests”, “Defaulted Obligation,” “Equity Security” or “Concentration Limitations”, (B) the  restrictions on the sales of Collateral Obligations or the Investment Criteria or (C) the  restrictions described in Section 7.20; in each case, in a manner that would not materially  adversely affect any Holder of the Debt, as evidenced by a certificate of a Responsible  





 






  USActive 57779863.5 -163-  47427296.1  Officer of the Collateral Manager or an opinion of counsel delivered to the Trustee and the  Loan Agent (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);  (xx) to enter into any additional agreements not expressly prohibited by the  Constituting Documents as well as any amendment, modification or waiver if the Issuer  determines that such additional agreement or 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 Debt as evidenced by a certificate of a Responsible Officer of  the Collateral Manager or an opinion of counsel delivered to the Trustee and the Loan  Agent (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); provided that, any such additional agreements  include customary limited recourse and non-petition provisions; provided, further, that a  Majority of the Controlling Class has not objected to such supplemental indenture entered  into pursuant to this clause (xx);  (xxi) following receipt by the Issuer of written advice (which may be email) of  counsel of national reputation experienced in such matters, to make any modification  determined by the Collateral Manager necessary or advisable to comply with the U.S. Risk  Retention Rules or the Securitization Laws, including (without limitation) in connection  with a Refinancing, Re-Pricing, additional issuance of debt or other amendment;  (xxii) to change the base rate in respect of the Floating Rate Debt from the then  current Reference Rate to an Alternative Rate and make such other amendments as are  necessary or advisable in the sole discretion of the Collateral Manager to facilitate such  change (any amendment pursuant to this clause (xxii), a “Reference Rate Amendment”)  or, with the consent of a Majority of the Controlling Class and a Majority of the  Subordinated Notes, to modify the definition of the terms “Benchmark Replacement Rate”  and/or “Fallback Rate” set forth herein; provided that, for the avoidance of doubt, any  amendment that is necessary or advisable in the sole discretion of the Collateral Manager  to facilitate a Reference Rate Amendment pursuant to this clause (xxii) shall,  notwithstanding any other provision set forth in this Section 8.1 or in Section 8.2, be subject  only to the requirements of this clause (xxii); provided further that, a Reference Rate  Amendment will not be required for purposes of a change to the Reference Rate pursuant  to clause (e) or (f) of the definition of Benchmark Transition Event;  (xxiii) to implement any Benchmark Replacement Conforming Changes;  (xxiv) with the written consent of a Majority of the Controlling Class, to modify  (i) any Collateral Quality Test, (ii) any defined term identified herein utilized in the  determination of any Collateral Quality Test, or (iii) any defined term herein or any  schedule thereto that begins with or includes the word “S&P” solely to conform to  applicable ratings criteria; in each case, in a manner that would not materially adversely  affect any Holder of the Debt, as evidenced by a certificate of a Responsible Officer of the  Collateral Manager;  





 






  USActive 57779863.5 -164-  47427296.1  (xxv) 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;  (xxvi) to change the day of the month on which reports are required to be delivered  hereunder; provided that such change does not decrease the frequency with which such  reports are required to be delivered;  (xxvii) to amend, modify or otherwise accommodate changes to the Constituting  Documents to comply with any rule or regulation enacted by regulatory agencies of the  United States federal government after the Closing Date that are applicable to the Debt or  the transactions contemplated hereby;  (xxviii) to authorize the appointment of any listing agent, transfer agent, paying  agent or additional registrar for any Class of Debt required or advisable in connection with  the listing of any Class of Debt on any stock exchange, and otherwise to amend this  Indenture to incorporate any changes required or requested by any governmental authority,  stock exchange authority, listing agent, transfer agent, paying agent or additional registrar  for any Class of Debt in connection therewith; or  (xxix) to make such other changes not described in clauses (i) – (xxviii) above as  the Issuer deems appropriate and that do not materially and adversely affect the interests  of any holder of the Debt, as evidenced by a certificate of a Responsible Officer of the  Collateral Manager or an opinion of counsel delivered to the Trustee (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); provided that, a Majority of the Controlling Class has not objected  to such supplemental indenture entered into pursuant to this clause (xxix).  To the extent the Issuer executes a supplemental indenture for purposes of  conforming the Constituting Documents to the final Offering Circular pursuant to clauses (ix) or  (x) above and one or more other amendment provisions described above also applies, such  supplemental indenture will be deemed to be a supplemental indenture to conform the Constituting  Documents to the final Offering Circular pursuant to clause (ix) or (x) above, as applicable,  regardless of the applicability of any other provision regarding supplemental indentures set forth  in the Constituting Documents.  Section 8.2 Supplemental Indentures With Consent of Holders of Debt.  The  Issuer, the Trustee (in the case hereof) and the Loan Agent (in the case of the Class A-L Loan  Agreement), as applicable, may, with the consent of a Majority of each Class of Secured Debt  materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if  materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to  Section 8.3(e)) and with the consent of the Collateral Manager and of the Retention Holder, with  notice to S&P and subject to Section 8.3, execute one or more indentures supplemental to the  Constituting Documents to add provisions to, or change in any manner or eliminate any of the  provisions of, the Constituting Documents or modify in any manner the rights of the Holders of  





 






  USActive 57779863.5 -165-  47427296.1  the Debt of any Class under the Constituting Documents; provided that notwithstanding anything  herein or in the Class A-L Loan Agreement to the contrary, no such supplemental indenture shall,  without the consent of each Holder of each Outstanding Debt of each Class materially and  adversely affected thereby:  (i) change the Stated Maturity of the principal of or the due date of any  installment of interest on any Secured Debt, reduce the principal amount thereof or the rate  of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendment)  or, except as otherwise expressly permitted by the Constituting Documents, the  Redemption Price with respect to any Debt, or change the earliest date on which Debt of  any Class may be redeemed or re-priced, extend the Reinvestment Period, change the  provisions of the Constituting Documents relating to the application of proceeds of any  Assets to the payment of principal of or interest on the Secured Debt, or distributions on  the Subordinated Notes or change any place where, or the coin or currency in which, Debt  or the principal thereof or interest or any distribution thereon is payable, or impair the right  to institute suit for the enforcement of any such payment on or after the Stated Maturity  thereof (or, in the case of redemption, on or after the applicable Redemption Date);  (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of  each Class whose consent is required for the authorization of any such supplemental  indenture or for any waiver of compliance with certain provisions of the Constituting  Documents or certain defaults hereunder or their consequences provided for in the  Constituting Documents;  (iii) impair or adversely affect the Assets except as otherwise permitted in the  Constituting Documents;  (iv) except as otherwise permitted by this Indenture, permit the creation of any  lien ranking prior to or on a parity with the lien of this Indenture with respect to any part  of the Assets or terminate such lien on any property at any time subject hereto or deprive  the Holder of any Secured Debt of the security afforded by the lien of this Indenture;  (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of  any Class of Secured Debt whose consent is required to request the Trustee to preserve the  Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or to  sell or liquidate the Assets pursuant to Section 5.4 or 5.5;  (vi) modify any of the provisions of the Constituting Documents with respect to  (x) entering into supplemental indentures requiring the consent of the holders of a Majority  of each Class of Debt or of the holder of Outstanding Debt of each Class, except to increase  the percentage of Outstanding Debt the consent of the Holders of which is required for any  such action or to provide that certain other provisions of the Constituting Documents  cannot be modified or waived without the consent of the Holder of Outstanding Debt  affected thereby or (y) entering into supplemental indentures without the consent of such  holders or the requirements relating to the execution of such supplemental indentures;  





 






  USActive 57779863.5 -166-  47427296.1  (vii) modify the definition of the term “Outstanding” or the Priority of Payments  set forth in Section 11.1(a);  (viii) modify any of the provisions of the Constituting Documents in such a  manner as to affect the calculation of the amount of any payment of interest or principal on  any Secured Debt or any amount available for distribution to the Subordinated Notes, or to  affect the rights of the Holders of any Debt to the benefit of any provisions for the  redemption of such Debt contained herein; or  (ix) result in the Issuer becoming subject to U.S. federal income taxation with  respect to its net income (including any withholding tax liability under Section 1446 of the  Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal  income tax purposes.  Notwithstanding any other provision relating to supplemental indentures herein, at  any time after the expiration of the Non-Call Period, if any Class of Debt has been or  contemporaneously with the effectiveness of any supplemental indenture will be paid in full in  accordance with this Indenture or the Class A-L Loan Agreement, as applicable, as so  supplemented or amended (including, without limitation, in connection with a Refinancing), the  written consent of any Holder of any Debt 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 the Constituting Documents unless  it has consented thereto in accordance with this Article VIII and with the Class A-L Loan  Agreement.  The Issuer hereby agrees that it shall not permit to become effective any supplemental  indenture unless the Collateral Manager has been given prior written notice of such amendment  and the Collateral Manager has expressly consented thereto in writing.  (b) The Issuer shall provide notice of any supplemental indenture entered into  pursuant to Section 8.1 or Section 8.2 to S&P.  (c) Each of the Loan Agent and the Trustee shall, as applicable, join in the  execution of any such supplemental indenture or amendment to the Class A-L Loan Agreement  (as applicable) and shall make any further appropriate agreements and stipulations which may be  therein contained, but neither the Loan Agent nor the Trustee shall be obligated to enter into any  such supplemental indenture or amendment which adversely affects such entity’s own rights,  duties, liabilities or immunities under this Indenture, the Class A-L Loan Agreement or otherwise,  except to the extent required by law.  (d) The Trustee and the Loan Agent 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 Debt would be materially and adversely affected by the  modifications set forth in any supplemental indenture, it being expressly understood and agreed  that the Trustee and the Loan Agent shall have no obligation to make any determination as to the  





 






  USActive 57779863.5 -167-  47427296.1  satisfaction of the requirements related to any supplemental indenture which may form the basis  of such Opinion of Counsel or such Responsible Officer’s certificate; provided that if a Majority  of the Holders of any Class of Notes have provided to the Trustee at least five (5) Business Days  prior to the execution of such supplemental indenture a written certification that such Class would  be materially and adversely affected thereby, setting forth its reasonable basis for such  determination, the Trustee shall not be entitled to rely upon an Opinion of Counsel or 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 the Trustee shall not enter  into such supplemental indenture without the consent of a Majority of such Class.  Such  determination shall be conclusive and binding on all present and future holders.  Neither the  Trustee nor the Loan Agent shall be liable for any such determination made in good faith and in  reliance upon an Opinion of Counsel or such a Responsible Officer’s certificate delivered to such  entity as described herein.  For the avoidance of doubt, no Holder who would not constitute a  Holder after giving effect to a Refinancing or Re-Pricing shall be materially and adversely affected  by any provision of any supplemental indenture that becomes effective after such Refinancing or  Re-Pricing or otherwise have any right to object to any such Refinancing or Re-Pricing.  (e) At the cost of the Issuer, for so long as any Debt shall remain Outstanding,  not later than 15 Business Days (or 5 Business Days if in connection with an additional issuance,  Re-Pricing or Refinancing or a Reference Rate Amendment which does not require the consent of  a Majority of the Class A Debt) prior to the execution of any proposed supplemental indenture,  the Trustee and/or Loan Agent, as applicable, shall deliver to the Collateral Manager, the Collateral  Administrator, the Debtholders and S&P, a copy of such proposed supplemental indenture or  amendment to the Class A-L Loan Agreement.  At the cost of the Issuer, the Trustee or Loan  Agent, as applicable, shall provide to S&P and the Holders (in the manner described in  Section 14.4) a copy of the executed supplemental indenture or amendment to the Class A-L Loan  Agreement after its execution.  Any failure of the Trustee or Loan Agent, as applicable, to publish  or deliver such notice, or any defect therein, shall not in any way impair or affect the validity of  any such supplemental indenture or amendment to the Class A-L Loan Agreement.  (f) It shall not be necessary for any Act of Holders to approve the particular  form of any proposed supplemental indenture or amendment to the Class A-L Loan Agreement,  but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture or  amendment to the Class A-L Loan Agreement is required, that such Act shall approve the  substance thereof.  (g) Following delivery of any proposed supplemental indenture to the  applicable holders (other than a supplemental indenture that effects a Refinancing of all Classes of  Secured Debt), if any changes are made to such supplemental indenture other than changes of a  technical nature or to correct typographical errors or to adjust formatting, then at the expense of  the Issuer, not later than five Business Days (or three Business Days if in connection with an  additional issuance, Re-Pricing or Refinancing or a Reference Rate Amendment which does not  require the consent of a Majority of the Class A Debt) prior to the execution of such proposed  supplemental indenture, the Trustee, shall deliver to the applicable holders a copy of such  supplemental indenture as revised, indicating the changes that were made.  Any consent given to  a proposed supplemental indenture by a holder will be irrevocable and binding on such holder and  all future holders or beneficial owners of that Debt, irrespective of the execution date of the  





 






  USActive 57779863.5 -168-  47427296.1  supplemental indenture.  If the required consent to a proposed supplemental indenture is received  from the applicable Holders prior to the end of the relevant notice period, the supplemental  indenture may be executed prior to the end of such period.  If the holders of less than the Requisite  Voting Percentage consents to such proposed supplemental indenture within the relevant notice  period, on the first Business Day following such period, the Trustee or Loan Agent, as applicable,  will provide copies of consents received to the Issuer and the Collateral Manager so that they may  determine which holders have consented to the proposed supplemental indenture and which  holders (and, to the extent such information is available to the Trustee or Loan Agent, as  applicable, which beneficial owners (unless otherwise directed by such beneficial owner)) have  not consented to the proposed supplemental indenture.  In addition, if a holder notifies the Trustee  or Loan Agent, as applicable, prior to the conclusion of the relevant notice period that it will not  consent to the proposed supplemental indenture, the Trustee or Loan Agent, as applicable, shall  promptly notify the Issuer and the Collateral Manager of the identity of such holder (and, to the  extent such information is available to the Trustee or Loan Agent, as applicable, its beneficial  owners (unless otherwise directed by such beneficial owner)).  (h) [Reserved].  (i) [Reserved].  (j) 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, the Loan Agent and the Issuer shall be entitled to receive, and (subject to  Sections 6.1 and 6.3) shall be fully protected in relying in good faith upon, an Opinion of Counsel  to the effect 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 and the Loan  Agent may, but shall not be obligated to, enter into any such supplemental indenture which affects  such entity’s own rights, duties or immunities under the Constituting Documents or otherwise.  (k) Except to the extent required by applicable law, no amendment to the  Constituting Documents shall 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 consents in  writing thereto.  Section 8.4 Effect of Supplemental Indentures or Amendments.  Upon the  execution of any supplemental indenture or amendment to the Class A-L Loan Agreement under  this Article VIII, this Indenture or the Class A-L Loan Agreement, as applicable, shall be modified  in accordance therewith, and such supplemental indenture or amendment to the Class A-L Loan  Agreement shall form a part of this Indenture or the Class A-L Loan Agreement, as applicable, for  all purposes; and every Holder of Debt theretofore and thereafter authenticated and delivered  hereunder shall be bound thereby.  Section 8.5 Reference in Debt to Supplemental Indentures.  Debt authenticated  and delivered as part of a transfer, exchange or replacement pursuant to Article II or Debt  originally issued hereunder after the execution of any supplemental indenture or amendment  





 






  USActive 57779863.5 -169-  47427296.1  pursuant to this Article VIII may, and if required by the Issuer shall, bear a notice in form approved  by the Trustee as to any matter provided for in such supplemental indenture or amendment.  If the  Issuer shall so determine, new Notes, so modified as to conform in the opinion of the Issuer to any  such supplemental indenture or amendment, may be prepared and executed by the Issuer and  authenticated and delivered by the Trustee in exchange for Outstanding Debt.  ARTICLE IX    REDEMPTION OF DEBT  Section 9.1 Mandatory Redemption.  If a Coverage Test is not met on any  Determination Date on which such Coverage Test is applicable, the Issuer shall apply available  amounts in the Payment Account to make payments on the Debt on the applicable Payment Date  pursuant to the Priority of Payments.  Section 9.2 Optional Redemption.  (a) The Secured Debt may be redeemed by  the Issuer, at the written direction of a Majority of the Subordinated Notes with the consent of the  Collateral Manager and the Retention Holder or of the Collateral Manager with the consent of the  Retention Holder as follows:  (i) in whole (with respect to all Classes of Secured Debt) but not in  part on any Business Day after the end of the Non-Call Period from Sale Proceeds and/or  Refinancing Proceeds or (ii) in part by Class from Refinancing Proceeds and Partial Refinancing  Interest Proceeds on any Business Day after the end of the Non-Call Period as long as the Secured  Debt to be redeemed represent not less than the entire Class of such Secured Debt.  In connection  with any such Optional Redemption, the Secured Debt shall be redeemed at the applicable  Redemption Prices and a Majority of the Subordinated Notes or the Collateral Manager, as  applicable, must provide the above described written direction to the Issuer, the Loan Agent and  the Trustee not later than 15 Business Days (or such shorter period of time as the Trustee and/or  the Loan Agent and the Collateral Manager find reasonably acceptable) prior to the Business Day  on which such redemption is to be made; provided that all Secured Debt to be redeemed must be  redeemed simultaneously.  For the avoidance of doubt, the Class A-L Loans and the Class A-1  Notes will be treated as one Class for purposes of an Optional Redemption (other than a  Refinancing).  (b) Upon receipt of a copy of any direction for a redemption of Secured Debt  in whole pursuant to Section 9.2(a)(i), the Collateral Manager in its sole discretion shall direct the  sale (and the manner thereof) of all or part of the Collateral Obligations and other Assets such that  the proceeds from such sale and all other funds available for such purpose in the Collection  Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the  Secured Debt to be redeemed and to pay all Administrative Expenses (without regard to the  Administrative Expense Cap) and Aggregate Collateral Management Fee 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 Debt and to pay such fees and expenses, the Debt 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 or other arrangement.  





 






  USActive 57779863.5 -170-  47427296.1  (c) [Reserved].  (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 Debt may be redeemed in whole  from Sale Proceeds and/or Refinancing Proceeds or in part by Class from Refinancing Proceeds  and Partial Refinancing Interest Proceeds by obtaining a loan or an issuance of replacement  securities, whose terms in each case will be negotiated by the Issuer or, upon request of the Issuer,  by the Collateral Manager on behalf of the Issuer, from one or more financial institutions or  purchasers; 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 and a  Majority of the Subordinated Notes, if the Subordinated Notes are materially and adversely  affected thereby, and such Refinancing otherwise satisfies the conditions described below.  Any  obligations providing the Refinancing will be first offered to the Collateral Manager and the  Retention Holder, in such amount that such person has determined on the basis of advice of counsel  is required for the Risk Retention Rules to be satisfied.  (e) In the case of a Refinancing upon a redemption of the Secured Debt in  whole but not in part pursuant to Section 9.2(a)(i), such Refinancing will be effective only if (i) the  Refinancing Proceeds (including any amounts available for such purpose in the Permitted Use  Account), all Sale Proceeds from the sale of Collateral Obligations and Eligible Investments in  accordance with the procedures set forth herein, and all other available funds will be at least  sufficient to redeem simultaneously the Secured Debt then required to be redeemed at the  respective Redemption Prices thereof (subject to any election by Holders of 100% of the Aggregate  Outstanding Amount of any Class of Secured Debt to receive less than 100% of the Redemption  Price as noted below), in whole but not in part, and to pay all accrued and unpaid Administrative  Expenses (without regard to the Administrative Expense Cap), including, without limitation, the  reasonable fees, costs, charges and expenses incurred by the Issuer, the Trustee, the Loan Agent,  the Collateral Administrator and the Collateral Manager (including reasonable attorneys’ fees and  expenses) in connection with such Refinancing, (ii) the Sale Proceeds, Refinancing Proceeds 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) (A)  neither the Issuer nor any “sponsor” (as defined in the U.S. Risk Retention Rules) of the Issuer  will fail to be in compliance with the U.S. Risk Retention Rules as a result of such Refinancing,  (B) there has been no change in the U.S. Risk Retention Rules that would require any “sponsor”  (as defined in the U.S. Risk Retention Rules) of the Issuer to hold more than 5% of the credit risk  collateralizing the Refinancing Obligations and (C) unless it consents to do so, none of the  Collateral Manager, the Retention Holder, any Affiliate of the Collateral Manager or any “sponsor”  (as defined in the U.S. Risk Retention Rules) of the Issuer will be required to purchase any  Refinancing Obligations.  (f) In the case of a Refinancing upon a redemption of the Secured Debt in part  by Class pursuant to Section 9.2(a)(ii), such Refinancing will be effective only if:  (i) the Trustee  and/or the Loan Agent (as applicable and at the direction of the Issuer or the Collateral Manager  on behalf of the Issuer) shall have given prior written notice of the Refinancing to S&P, (ii) the  Refinancing Proceeds (including any amounts available for such purpose in the Permitted Use  Account) will be at least sufficient to pay in full the aggregate Redemption Prices of the entire  





 






  USActive 57779863.5 -171-  47427296.1  Class or Classes of Secured Debt subject to Refinancing, (iii) the Refinancing Proceeds 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 herein, (v) the aggregate outstanding principal amount of any obligations providing the  Refinancing for a given Class is no greater than the Aggregate Outstanding Amount of the  corresponding Class of Debt being redeemed with the proceeds of such obligations plus, subject  to satisfaction of the S&P Rating Condition, 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 the same as the Stated Maturity of each Class of  Secured Debt 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 on or prior to  the second Payment Date immediately following such Refinancing from the Refinancing Proceeds  (except for expenses owed to Persons that the Collateral Manager informs the Trustee and/or the  Loan Agent, as applicable, will be paid solely as Administrative Expenses payable in accordance  with the Priority of Payments), (viii) the spread over the Reference Rate or the fixed interest rate,  as applicable, of each class of obligations providing the Refinancing will not be greater than the  spread over the Reference Rate or the fixed interest rate, as applicable, of the Secured Debt of the  corresponding Class being refinanced by such new class of obligations or the weighted average of  the spread over the Reference Rate and the fixed rates payable in respect of all of the obligations  providing the Refinancing is less than or equal to the weighted average of the spread over the  Reference Rate and the fixed rate payable on all of the Classes of Secured Debt being refinanced  (determined based on the respective spreads over the Reference Rate or the fixed interest rate, as  applicable, of such Classes of Secured Debt); provided that (x) any Class of Fixed Rate Debt may  be refinanced with obligations that bear interest at a floating rate (i.e., at a stated spread over the  Reference Rate) so long as the floating rate of the obligations comprising the Refinancing is less  than the applicable Interest Rate with respect to such Class of Fixed Rate Debt on the date of such  Refinancing and (y) any Class of Floating Rate Debt may be refinanced with obligations that bear  interest at a fixed rate so long as the fixed rate of the obligations comprising the Refinancing is  less than the applicable Reference Rate plus the relevant spread with respect to such Class of  Secured Debt on the date of such Refinancing and, in the case of each of (x) and (y), the S&P  Rating Condition is satisfied with respect to the Secured Debt not subject to such Refinancing;  provided, further that, if more than one Class of Secured Debt is subject to a Refinancing, the  spread over the Reference Rate or the fixed interest rate, as applicable, of the obligations providing  the Refinancing for a Class of Secured Debt may be greater than the spread over the Reference  Rate or the fixed interest rate, as applicable, for such Class of Secured Debt subject to Refinancing  so long as (x) the weighted average (based on the aggregate principal amount of each Class of  Secured Debt subject to Refinancing) of the spread over the Reference Rate and the fixed interest  rate of the obligations comprising the Refinancing shall be less than the weighted average (based  on the aggregate principal amount of each such Class) of the spread over the Reference Rate and  the fixed interest rate with respect to all Classes of Secured Debt subject to such Refinancing as of  the date of such Refinancing and (y) the S&P Rating Condition is satisfied with respect to the  Secured Debt not subject to such Refinancing, (ix) the obligations providing the Refinancing are  subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of  Payments than the corresponding Class of Debt being refinanced, (x) either the Majority of the  Subordinated Notes with the consent of the Collateral Manager and the Retention Holder or the  Collateral Manager with the consent of the Retention Holder directs the Issuer to effect such  





 






  USActive 57779863.5 -172-  47427296.1  Refinancing, (xi) the Issuer shall have obtained written advice of Cadwalader, Wickersham & Taft  LLP or Dechert LLP or an opinion of nationally recognized U.S. tax counsel experienced in such  matters to the effect that such Refinancing will not result in the Issuer becoming subject to U.S.  federal tax with respect to its net income (including any withholding tax liability under Section  1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S.  federal income tax purposes and (xii) (A) neither the Issuer nor any “sponsor” (as defined in the  U.S. Risk Retention Rules) of the Issuer will fail to be in compliance with the U.S. Risk Retention  Rules as a result of such Refinancing, (B) there has been no change in the U.S. Risk Retention  Rules that would require any “sponsor” (as defined in the U.S. Risk Retention Rules) of the Issuer  to hold more than 5% of the credit risk collateralizing the Refinancing Obligations and (C) unless  it consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager or any  “sponsor” (as defined in the U.S. Risk Retention Rules) of the Issuer will be required to purchase  any Refinancing Obligations.  Notwithstanding the foregoing, the terms of the issuance providing  the Refinancing may either (i) contain a make-whole fee in the case of an early repayment of such  issuance or (ii) provide that the non-call period applicable to such issuance may be extended  beyond the Non-Call Period; provided, that any such make-whole fee (x) shall be paid solely with  Interest Proceeds and (y) shall not cause nonpayment or deferral of interest on the next succeeding  Payment Date.  (g) The Holders of the Subordinated Notes will not have any cause of action  against the Issuer, the Collateral Manager, the Collateral Administrator, the Loan Agent or the  Trustee for any failure to obtain a Refinancing.  If a Refinancing is obtained meeting the  requirements specified above pursuant to Section 9.2(e) or Section 9.2(f) as certified by the  Collateral Manager, the Issuer, the Trustee and/or the Loan Agent, as applicable, shall amend this  Indenture and/or the Class A-L Loan Agreement, as applicable, to the extent necessary to reflect  the terms of the Refinancing and no consent for such amendments shall be required from the  Holders of any other Class of Debt.  Neither the Trustee nor the Loan Agent shall be obligated to  enter into any amendment that, in its view, adversely affects its duties, obligations, liabilities or  protections under the Constituting Documents, and the Trustee and the Loan Agent shall be entitled  to conclusively rely upon an Officer’s Certificate or Opinion of Counsel as to matters of law (which  may be supported as to factual (including financial and capital markets) matters by any relevant  certificates and other documents necessary or advisable in the judgment of counsel delivering such  Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the  requirements specified above, is authorized or permitted under the Constituting Documents and  that all conditions precedents thereto have been complied with (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 or other accountants’ certificates or other information  under the Constituting Documents).  (h) To the extent that Refinancing Proceeds are not applied to redeem the Class  or Classes of Debt subject to a Refinancing or to pay expenses in connection with the Refinancing,  such proceeds will be treated as Principal Proceeds.  If a Class or Classes of Debt is redeemed in  connection with a Refinancing upon a redemption of the Debt in part by Class, Refinancing  Proceeds, together with Partial Refinancing Interest Proceeds, will be applied on the related  Redemption Date to pay the Redemption Price(s) of such Class or Classes of Debt in accordance  with the Priority of Partial Refinancing Proceeds.  





 






  USActive 57779863.5 -173-  47427296.1  (i) In the event of any redemption pursuant to this Section 9.2, the Issuer shall,  at least 10 Business Days (or such shorter period of time as the Trustee and/or the Loan Agent, as  applicable, and the Collateral Manager find reasonably acceptable) prior to the Redemption Date,  notify the Trustee and/or the Loan Agent, as applicable, in writing of such Redemption Date, the  applicable Record Date, the principal amount of Secured Debt to be redeemed on such Redemption  Date and the applicable Redemption Prices; provided, that failure to effect any Optional  Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to  which a Refinancing fails to occur shall not constitute an Event of Default.  (j) In connection with any Optional Redemption of the Secured Debt in whole  or of any Class of the Secured Debt in connection with a Refinancing of such Class, Holders of  100% of the Aggregate Outstanding Amount of any Class of Secured Debt may elect to receive  less than 100% of the Redemption Price that would otherwise be payable to the Holders of such  Class of Secured Debt by notifying the Trustee and the Loan Agent (if applicable) and the Issuer  in writing of such election prior to the Redemption Date.  (k) The Issuer may redeem the Subordinated Notes at their Redemption Price,  in whole but not in part, on any Business Day upon five Business Days’ notice to the Trustee on  or after the Optional Redemption or repayment of the Secured Debt in full, at the direction of the  Collateral Manager or at the direction of a Majority of the Subordinated Notes (with the consent  of the Collateral Manager).  (l) If a Refinancing of all Secured Debt occurs, the Collateral Manager may  designate Principal Proceeds in an amount up to the Excess Par Amount as Interest Proceeds (such  designated amount, the “Designated Excess Par”), and direct the Trustee to apply such Designated  Excess Par on such Redemption Date or up to the first Payment Date after such Redemption Date  as Interest Proceeds in accordance with the Priority of Payments.  Section 9.3 Tax Redemption.  (a) The Debt shall be redeemed in whole but not  in part (any such redemption, a “Tax Redemption”) on any Payment Date at its applicable  Redemption Price at the written direction (delivered to the Trustee and/or the Loan Agent, as  applicable) of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notes, in  either case following the occurrence and continuation of a Tax Event.  (b) In connection with any Tax Redemption, Holders of 100% of the Aggregate  Outstanding Amount of any Class of Secured Debt may elect to receive less than 100% of the  Redemption Price that would otherwise be payable to the Holders of such Class of Secured Debt  by notifying the Trustee and the Loan Agent (if applicable) in writing of such election prior to the  Redemption Date.  (c) Upon its receipt of such written direction directing a Tax Redemption, the  Trustee and/or the Loan Agent, as applicable, shall promptly notify the Collateral Manager, the  Holders and the S&P 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 and the Trustee  and the Loan Agent thereof, and upon receipt of such notice the Trustee shall promptly notify the  





 






  USActive 57779863.5 -174-  47427296.1  Holders of the Debt (other than the Class A-L Loans) and S&P thereof, and the Loan Agent shall  notify the Class A-L Lenders thereof.  Until the Trustee and/or Loan Agent, as applicable, receives  written notice from the Collateral Manager or otherwise, neither the Trustee nor the Loan Agent  shall be deemed to have notice or knowledge of any Tax Event.  Section 9.4 Redemption Procedures.  (a) In the event of any redemption  pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the  consent of the Collateral Manager and the Retention Holder, or the written direction of the  Collateral Manager with the consent of the Retention Holder, as applicable, shall be provided to  the Issuer, the Trustee, the Loan Agent and the Collateral Manager not later than 15 Business Days  (or such shorter period of time as the Trustee and/or Loan Agent and the Collateral Manager find  reasonably acceptable) prior to the Business Day on which such redemption is to be made (which  date shall be designated in such notice).  In the event of any redemption pursuant to Section 9.2,  9.3 or 9.8, a notice of redemption shall be provided by the Trustee (and Loan Agent, if applicable)  not later than nine Business Days prior to the applicable Redemption Date, to each Holder of Debt,  at such Holder’s address in the Notes Register or the Loan Register, as applicable, and S&P. In  addition, so long as any Class of Debt is listed on Euronext Dublin and so long as the guidelines  of such exchange so require, the notice of redemption to the Holders of such Debt shall also be  sent to Euronext Dublin.  (b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:  (i) the applicable Redemption Date;  (ii) the Redemption Prices of the Debt to be redeemed;  (iii) all of the Debt that is to be redeemed is to be redeemed in full and that  interest on such Debt shall cease to accrue on the Payment Date specified in the notice; and  (iv) the place or places where Debt is to be surrendered for payment of the  Redemption Prices, which shall be the Corporate Trust Office of the Trustee (or of the  Loan Agent, in the case of loan notes, if any, in connection with the Class A-L Loans).  (c) The Issuer may (at the direction of the Collateral Manager) withdraw any  notice of redemption delivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York  time on the Business Day immediately preceding the scheduled Redemption Date.  In addition, the  Issuer may withdraw any notice of Tax Redemption if the conditions required hereunder for such  redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled  Redemption Date.  The Issuer shall provide notice of any such withdrawal to S&P and to each of  the Trustee and the Loan Agent (who shall each forward such notice to the applicable Holders).  (d) Notice of redemption pursuant to Section 9.2, 9.3 or 9.8 shall be given by  the Issuer or, upon an Issuer Order, by the Trustee (and Loan Agent, if applicable) 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 Debt selected for redemption shall not impair or affect the validity of the redemption  of any other Debt.  





 






  USActive 57779863.5 -175-  47427296.1  (e) Unless Refinancing Proceeds are being used to redeem the Secured Debt in  whole or in part, in the event of any redemption pursuant to Section 9.2, 9.3 or 9.8, no Secured  Debt may be optionally redeemed unless (i) at least one Business Day before the scheduled  Redemption Date the Collateral Manager shall have furnished to the Trustee (and Loan Agent, if  applicable) a certification, in a form reasonably satisfactory to the Trustee (and Loan Agent, if  applicable), that the Collateral Manager on behalf of the Issuer has entered into a binding  agreement or agreements with (x) a financial or other institution or institutions or (y) a special  purpose entity meeting all then-current S&P bankruptcy-remoteness criteria to purchase (directly  or by participation or other arrangement), not later than the Business Day immediately preceding  the scheduled Redemption Date in immediately available funds, all or part of the Assets at a  purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or  putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all  Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate  Collateral Management Fees payable in connection with such Optional Redemption, Tax  Redemption or Clean-Up Call Redemption prior to any distributions with respect to the  Subordinated Notes, in each case, as applicable and in accordance with the Priority of Payments,  and redeem the applicable Class or Classes of Secured Debt on the scheduled Redemption Date at  the applicable Redemption Prices (including, without limitation, any such amount that the Holders  of such Class or Classes have elected to receive, where Holders of such Class or Classes have  elected to receive less than 100% of the Redemption Price that would otherwise be payable to the  Holders of such Class or Classes), or (ii) prior to selling any Collateral Obligations and/or Eligible  Investments, the Collateral Manager shall certify to the Trustee that, in its judgment (which may  be based on the Issuer having entered into an agreement to sell such Assets to another special  purpose entity that has committed financing or has priced but has not yet closed its securities  offering), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and  (B) the aggregate Market Value of the Collateral Obligations shall exceed the sum of (x) the  aggregate Redemption Prices of the applicable Class of Secured Debt (including, without  limitation, any such amount that the Holders of such Class have elected to receive, where Holders  of such Class have elected to receive less than 100% of the Redemption Price that would otherwise  be payable to the Holders of such Class) and (y) all Administrative Expenses (without regard to  the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in  connection with such Optional Redemption, Tax Redemption or Clean-Up Call Redemption, in  each case, as applicable and in accordance with the Priority of Payments.  Any certification  delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of,  and expected proceeds from, the sale (directly or by participation or other arrangement) of any  Collateral Obligations and/or Eligible Investments and (2) all calculations required by this  Section 9.4(e).  Any holder of Debt, the Collateral Manager, the Retention Holder or any of their  respective affiliates or accounts managed thereby or by any of their respective affiliates may,  subject to the same terms and conditions afforded to other bidders, bid on Assets to be sold as part  of an Optional Redemption or Tax Redemption.  Section 9.5 Debt Payable on Redemption Date.  (a) Notice of redemption  pursuant to Section 9.4 having been given as aforesaid, the Debt to be redeemed shall, on the  Redemption Date, subject to Section 9.4(e) and the right or obligation to withdraw any notice of  redemption pursuant to Section 9.4(c), become due and payable at the Redemption Prices therein  specified, and from and after the Redemption Date (unless the Issuer shall default in the payment  of the Redemption Prices and accrued interest) all such Debt shall cease to bear interest on the  





 






  USActive 57779863.5 -176-  47427296.1  Redemption Date.  Upon final payment on any Debt to be so redeemed, the Holder shall present  and surrender such Debt 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 (or Loan Agent,  as applicable) such security or indemnity as may be required by them to save such party harmless  and an undertaking thereafter to surrender such Debt, then, in the absence of notice to the Issuer  or the Trustee that the applicable Debt instrument has been acquired by a protected purchaser, such  final payment shall be made without presentation or surrender.  Payments of interest on Debt so to  be redeemed which are payable on or prior to the Redemption Date shall be payable to the Holders  of such Debt, or one or more predecessor Debt instruments, 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 Debt 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 Debt  remains Outstanding; provided that the reason for such non-payment is not the fault of such  Debtholder.  Section 9.6 Special Redemption.  Principal payments on the Secured Debt shall  be made in part in accordance with the Priority of Payments on any Payment Date or, with respect  to a redemption pursuant to clause (ii), as otherwise described in Section 7.18, (i) during the  Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee (and Loan  Agent, if applicable) at least five Business Days prior to the applicable Special Redemption Date  that it has been unable, for a period of at least 20 consecutive Business Days, to identify additional  Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion  and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or  reinvestment of all or a portion of the funds then in the Collection Account that are to be invested  in additional Collateral Obligations, (ii) if the Collateral Manager elects to direct a Special  Redemption to the extent necessary to enable the Issuer (or the Collateral Manager on the Issuer’s  behalf) to (1) confirm to S&P that the Effective Date Condition has been satisfied or (2) obtain  from S&P written confirmation of its Initial Ratings of the Secured Debt, or (iii) if an EU/UK  Retention Deficiency exists to the extent necessary to reduce such EU/UK Retention Deficiency  to zero.  On the first Payment Date (and all subsequent Payment Dates) following the Collection  Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection  Account representing, as applicable, (x) Principal Proceeds which the Collateral Manager has  determined (with written notice to the Trustee and the Collateral Administrator) cannot be  reinvested in additional Collateral Obligations in accordance with the Priority of Payments,  (y) Interest Proceeds and Principal Proceeds available therefor in accordance with the Priority of  Payments on each Payment Date until the Issuer obtains written confirmation from S&P of its  Initial Ratings of the Secured Debt (provided such confirmation is not required if the Effective  Date Condition has been satisfied), or (z) Principal Proceeds necessary to reduce any outstanding  EU/UK Retention Deficiency to zero (such amount, a “Special Redemption Amount”).  In  addition, in connection with a redemption pursuant to clause (ii), the Collateral Manager on the  Issuer’s behalf may elect to direct a Special Redemption on any Business Day other than a Payment  Date as described in Section 7.18 (such date also a “Special Redemption Date” and the applicable  amount paid as a redemption thereunder, also a “Special Redemption Amount”).  Notice of  payments pursuant to this Section 9.6 shall be provided by the Trustee (and Loan Agent, if  applicable) in the name and at the expense of the Issuer not less than three Business Days prior to  





 






  USActive 57779863.5 -177-  47427296.1  the applicable Special Redemption Date to each Holder of Debt affected thereby at such Holder’s  facsimile number, email address or mailing address in the Notes Register or Loan Register, as  applicable, and to S&P. In addition, so long as any Class of Debt is listed on Euronext Dublin and  so long as the guidelines of such exchange so require, the notice of redemption to the Holders of  such Debt shall also be sent to Euronext Dublin.  Section 9.7 Optional Re-Pricing.  (a) On any Business Day after the Non-Call Period, at the written direction of  either (i) the Collateral Manager with the consent of the Retention Holder or (ii) a Majority of the  Subordinated Notes with the consent of the Collateral Manager and the Retention Holder, the  Issuer shall reduce (x) the spread over the Reference Rate with respect to any Class of Floating  Rate Debt and/or (y) the fixed rate of interest with respect to any Class of Fixed Rate Debt, in each  case, where such Class of Debt constitutes Re-Pricing Eligible Debt (such reduction with respect  to any such Class of Debt, a “Re-Pricing” and any Class of Debt to be subject to a Re-Pricing, a  “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition  specified in this Section 9.7 is satisfied with respect thereto.  For the avoidance of doubt, no terms  of any Debt other than the Interest Rate applicable thereto may be modified or supplemented in  connection with a Re-Pricing.  In connection with any Re-Pricing, the Issuer may engage a  broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the  approval of a Majority of the Subordinated Notes and such Re-Pricing Intermediary shall assist  the Issuer in effecting the Re-Pricing.  (b) At least 15 Business Days (or such shorter period of time as the Trustee  (and Loan Agent, if applicable), and the Collateral Manager find reasonably acceptable) prior to  the Business Day fixed by the Collateral Manager or a Majority of the Subordinated Notes, as  applicable, for any proposed Re-Pricing (the “Re-Pricing Date”), the Issuer, or the Re-Pricing  Intermediary on behalf of the Issuer, shall deliver a notice in writing to the Trustee (who shall  promptly forward a copy of such notice to each Holder of the proposed Re-Priced Class, the  Collateral Manager, S&P and Euronext Dublin (so long as any Listed Debt is listed thereon and  so long as the guidelines of such exchange so require)) and Loan Agent, if applicable, which notice  shall:  (i) specify the proposed Re-Pricing Date and the revised spread over the  Reference Rate or range of spreads over the Reference Rate to be applied with respect to  such Class (the “Re-Pricing Rate”);  (ii) request each Holder of the Re-Priced Class to approve the proposed  Re-Pricing; and  (iii) specify the price at which Debt of any Holder of the Re-Priced Class which  does not approve the Re-Pricing may be sold and transferred pursuant to Section 9.7(c),  which, for purposes of such Re-Pricing, shall be the Redemption Price after giving effect  on a pro forma basis to all payments to be made pursuant to the Priority of Payments on  the Re-Pricing Date if such date is a Payment Date.  





 






  USActive 57779863.5 -178-  47427296.1  (c) In the event any Holders of the Re-Priced Class do not deliver written  consent to the proposed Re-Pricing on or before the date that is 5 Business Days after the date of  such notice, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver written  notice thereof to the Trustee (who shall promptly forward a copy of such notice to the consenting  Holders of the Re-Priced Class) and Loan Agent, if applicable, specifying the Aggregate  Outstanding Amount of the Debt of the Re-Priced Class held by such non-consenting Holders, and  shall request each such consenting Holder provide written notice to the Issuer, the Trustee (and  Loan Agent, if applicable), the Collateral Manager and the Re-Pricing Intermediary if such Holder  would like to purchase all or any portion of the Debt of the Re-Priced Class held by the  non-consenting Holders (each such notice, an “Exercise Notice”) within 5 Business Days after  receipt of such notice.  In the event the Issuer shall receive Exercise Notices with respect to more  than the Aggregate Outstanding Amount of the Debt of the Re-Priced Class held by  non-consenting Holders, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall  cause the sale and transfer of such Debt, without further notice to the non-consenting Holders  thereof (for settlement on the Re-Pricing Date) to the Holders delivering Exercise Notices with  respect thereto, pro rata based on the Aggregate Outstanding Amount of the Debt such Holders  indicated an interest in purchasing pursuant to their Exercise Notices.  In the event the Issuer shall  receive Exercise Notices with respect to less than the Aggregate Outstanding Amount of the Debt  of the Re-Priced Class held by non-consenting Holders, the Issuer, or the Re-Pricing Intermediary  on behalf of the Issuer, shall cause the sale and transfer of such Debt, without further notice to the  non-consenting Holders thereof (for settlement on the Re-Pricing Date) to the Holders delivering  Exercise Notices with respect thereto, and any excess Debt of the Re-Priced Class held by  non-consenting Holders shall be sold (for settlement on the Re-Pricing Date) to one or more  transferees designated by the Re-Pricing Intermediary on behalf of the Issuer.  All sales of Debt to  be effected pursuant to this clause (c) shall be made at the Redemption Price after giving effect on  a pro forma basis to all payments to be made pursuant to the Priority of Payments on the Re-Pricing  Date if such date is a Payment Date, and shall be effected only if the related Re-Pricing is effected  in accordance with the provisions hereof.  The Holder of any Debt, by its acceptance of an interest  in the Debt, agrees that the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, may  enter into binding commitments to sell and transfer all Debt of a Re-Priced Class held by  non-consenting Holders in accordance with this Section 9.7 and, if it is a non-consenting Holder,  hereby irrevocably appoints the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, as  its true and lawful agent and attorney-in-fact (with full power of substitution) in its name, place  and stead and at its expense, in connection with such sale and transfer, and agrees to sell and  transfer its Debt in accordance with this Section 9.7 and to cooperate with the Issuer, the  Re-Pricing Intermediary and the Trustee (and Loan Agent, if applicable) to effectuate such sale  and transfers.  The Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver  written notice to the Trustee (and Loan Agent, if applicable) and the Collateral Manager not later  than one Business Day prior to the proposed Re-Pricing Date confirming that the Issuer has  received written commitments to purchase all Debt of the Re-Priced Class held by non-consenting  Holders.  For the avoidance of doubt, such Re-Pricing will apply to all the Debt of the Re-Priced  Class, including the Debt of the Re-Priced Class held by non-consenting Holders.  (d) The Issuer shall not effect any proposed Re-Pricing unless:  (i) the Issuer  and the Trustee (and Loan Agent, if applicable) shall have entered into a supplemental indenture  dated as of the Re-Pricing Date to decrease (x) the spread over the Reference Rate or (y) the fixed  rate of interest, as applicable, for the Re-Priced Class in accordance with Section 8.1; (ii) the  





 






  USActive 57779863.5 -179-  47427296.1  Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, has received written commitments  to purchase all Debt of the Re-Priced Class held by non-consenting Holders; (iii) S&P shall have  been notified of such Re-Pricing; (iv) the Issuer has obtained written advice of Cadwalader,  Wickersham & Taft LLP or Dechert LLP or an opinion of nationally recognized U.S. tax counsel  experienced in such matters to the effect that such Re-Pricing will not result in the Issuer becoming  subject to U.S. federal tax with respect to its net income (including any withholding tax liability  under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation  for U.S. federal income tax purposes; (v) in the case of any Re-Pricing directed by a Majority of  the Subordinated Notes, the written consent of the Collateral Manager and the Retention Holder,  and in the case of any Re-Pricing directed by the Collateral Manager, the written consent of the  Retention Holder, shall have been obtained; (vi) all expenses of the Issuer and the Trustee, along  with the fees of the Re-Pricing Intermediary and fees of counsel, and the Loan Agent, as applicable,  incurred in connection with the Re-Pricing shall not exceed the amount of Interest Proceeds  available after taking into account all amounts required to be paid pursuant to the Priority of  Payments on the subsequent Payment Date prior to distributions to the Holders of the Subordinated  Notes, unless such expenses shall have been paid (including from proceeds of any additional  issuance of Subordinated Notes) or shall be adequately provided for by an entity other than the  Issuer and (vii) (A) neither the Issuer nor any “sponsor” (as defined in the U.S. Risk Retention  Rules) of the Issuer will fail to be in compliance with the U.S. Risk Retention Rules as a result of  such Re-Pricing, (B) there has been no change in the U.S. Risk Retention Rules that would require  any “sponsor” (as defined in the U.S. Risk Retention Rules) of the Issuer to hold more than 5% of  the credit risk collateralizing the debt issued in connection with the Re-Pricing and (C) unless it  consents to do so, none of the Collateral Manager, any Affiliate of the Collateral Manager or any  “sponsor” (as defined in the U.S. Risk Retention Rules) of the Issuer will be required to purchase  any debt issued in connection with the Re-Pricing.  If the Trustee receives written notice from the  Issuer that a proposed Re-Pricing is not effectuated by the proposed Re-Pricing Date, the Trustee  shall post notice to the Trustee’s website and notify the Holders of the Debt and S&P that such  proposed Re-Pricing was not effectuated.  (e) Any notice of a Re-Pricing may be withdrawn by the Collateral Manager on  or prior to the Business Day prior to the scheduled Re-Pricing Date by written notice to the Issuer  and the Trustee for any reason.  Upon receipt of such notice of withdrawal, the Trustee shall send  such notice to the Holders of Debt and S&P.  (f) The Issuer shall direct the Trustee to segregate payments and take other  reasonable steps to effect the Re-Pricing and the Trustee shall have the authority to take such  actions as may be directed by the Issuer or the Collateral Manager as the Issuer, or the Re-Pricing  Intermediary on behalf of the Issuer, or the Collateral Manager shall deem necessary or desirable  to effect a Re-Pricing.  In order to give effect to the Re-Pricing, the Issuer may, to the extent  necessary or desirable, obtain and assign a separate CUSIP or CUSIPs to the Debt of each Class  held by such consenting or non-consenting Holder(s).  The Trustee (and Loan Agent, if applicable)  shall be entitled to receive, and shall be fully protected in relying upon an Opinion of Counsel  stating that the Re-Pricing is authorized or permitted by this Indenture or the Class A-L Loan  Agreement, as applicable, and that all conditions precedent thereto have been complied with.  The  Trustee (and Loan Agent, as applicable) may request and rely on an Issuer Order providing  direction and any additional information requested by the Trustee (and the Loan Agent, as  applicable) in order to effect a Re-Pricing.  





 






  USActive 57779863.5 -180-  47427296.1  Section 9.8 Clean-Up Call Redemption.  (a) At the written direction of the  Collateral Manager delivered to the Issuer, the Trustee and the Loan Agent not later than 15  Business Days prior to the proposed Redemption Date specified in such direction, the Debt 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 after the Non-Call Period on which the  Collateral Principal Amount is less than 20% of the Target Initial Par Amount.  (b) Upon receipt of notice directing the Issuer to effect a Clean-Up Call  Redemption, the Issuer (or, at the written direction of the Issuer, the Trustee on its behalf) will  offer 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 or bidders therefor  pursuant to the immediately preceding sentence on or prior to the third Business Day immediately  preceding the related Redemption Date, for a purchase price or purchase prices in cash (the  “Clean-Up Call Purchase Price”) payable on or prior to the third Business Day immediately  preceding the related Redemption Date at least equal to the greater of (1) the sum of (a) the sum  of the Redemption Prices of the Secured Debt, 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 (without regard to the  Administrative Expense Cap), minus (c) all other Assets available for application in accordance  with the Priority of Payments on the Redemption Date and (2) the Market Value of such Assets  being purchased, and (ii) the receipt by the Trustee from the Collateral Manager, prior to such  purchase(s), of certification from the Collateral Manager that the sum expected to be so received  satisfies clause (i).  Upon receipt by the Trustee of the certification referred to in the preceding  sentence, the Trustee (pursuant to written direction from the Issuer) and the Issuer shall take all  actions necessary to sell, assign and transfer the Assets to the applicable holder of Subordinated  Notes, the Collateral Manager or such other Person upon payment in immediately available funds  of the Clean-Up Call Purchase Price.  The Trustee shall deposit such payment into the applicable  sub-account of the Collection Account in accordance with the instructions of the Collateral  Manager.  Any sale, assignment and/or transfer pursuant to this Section 9.8(b) shall be carried out  in accordance with the restrictions of Section 12.4(a) hereof.  (c) Upon receipt from 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 such  direction) and give written notice thereof to the Trustee, the Loan Agent, the Collateral Manager  and S&P not later than 15 Business Days prior to the proposed Redemption Date.  (d) Any notice of Clean-Up Call Redemption may be withdrawn by the Issuer  up to two Business Days prior to the related scheduled Redemption Date by written notice to the  Trustee, the Collateral Manager and S&P only if amounts equal to the Clean-Up Call Purchase  Price are not received in full in immediately available funds by the third Business Day immediately  preceding such Redemption Date.  (e) On the Redemption Date related to any Clean-Up Call Redemption, the  Clean-Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds available for  





 






  USActive 57779863.5 -181-  47427296.1  distribution on such date shall be distributed pursuant to the Priority of Payments (without regard  to the Administrative Expense Cap).  ARTICLE X    ACCOUNTS, ACCOUNTINGS AND RELEASES  Section 10.1 Collection of Money.  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 (or cause the Custodian to segregate and hold) all such Money and property  received by it for the benefit of Holders of the Debt and shall apply it as provided herein.  Each  Account shall be established and maintained (a) with a federal or state-chartered depository  institution that has a long-term issuer rating of at least “A” and a short-term issuer rating of “A-1”  (or in the absence of a short-term issuer rating, a long-term issuer rating of at least “A+”) by S&P,  and if such institution’s rating falls below such ratings, the assets held in such Account shall be  moved by the Issuer (or the Collateral Manager on the Issuer’s behalf) no later than 31 calendar  days after such event to another institution that has such ratings or (b) in segregated accounts with  the corporate trust department of a federal or state-chartered depository institution that has a long- term issuer rating of at least “A” and a short-term issuer rating of “A-1” (or in the absence of a  short-term issuer rating, a long-term issuer rating of at least “A+”) by S&P (and if such institution’s  rating falls below such ratings, the assets held in such Account shall be moved by the Issuer (or  the Collateral Manager on the Issuer’s behalf) no later than 31 calendar days after such event to  another institution that has such ratings) and is subject to regulations regarding fiduciary funds on  deposit similar to Title 12 of the Code of Federal Regulations 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.  The accounts established by the Trustee pursuant to this Article  X may include any number of subaccounts deemed necessary for convenience in administering the  Assets.  Section 10.2 Collection Account.  (a) In accordance with this Indenture and the  Securities Account Control Agreement, the Issuer shall, on or prior to the Closing Date, cause the  Trustee to establish at the Custodian two segregated accounts, one of which will be designated the  “Interest Collection Subaccount” and one of which will be designated the “Principal Collection  Subaccount” (and which together will comprise the Collection Account), each held in the name of  the Issuer subject to the Lien of this Indenture 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 10.7(a), immediately upon receipt thereof or upon transfer from the Expense  Reserve Account or the Payment Account, all Interest Proceeds (unless simultaneously reinvested  in additional Collateral Obligations in accordance with Article XII).  The Trustee shall deposit  immediately upon receipt thereof or upon transfer from the Expense Reserve Account or the  Revolver Funding Account all other amounts remitted to the Collection Account into the Principal  





 






  USActive 57779863.5 -182-  47427296.1  Collection Subaccount, including in addition to the deposits required pursuant to Section 10.7(a),  (i) any funds designated as Principal Proceeds by the Collateral Manager in accordance with this  Indenture, (ii) the net proceeds from the issuance of any additional Debt and (iii) 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 10.7(a).  (b) The Trustee, within one Business Day after receipt of any distribution or  other proceeds in respect of the Assets which are not Cash, shall so notify the Issuer and the Issuer  (or the Collateral Manager on behalf of the Issuer) shall use its commercially reasonable efforts  to, within five Business Days after receipt of such notice from the Trustee (or as soon as practicable  thereafter), sell such distribution or other proceeds for Cash in an arm’s length transaction and  deposit the proceeds thereof in the Collection Account; provided that the Issuer (i) need not sell  such distributions or other proceeds if it delivers an Issuer Order or an Officer’s certificate to the  Trustee certifying that such distributions or other proceeds constitute Collateral Obligations,  Equity Securities or Eligible Investments or (ii) may otherwise retain such distribution or other  proceeds for up to two years from the date of receipt thereof if it delivers an Officer’s certificate  to the Trustee certifying that (x) it will sell such distribution within such two-year period and  (y) retaining such distribution is not otherwise prohibited by this Indenture.  (c) At any time when reinvestment is permitted pursuant to Article XII, the  Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon  receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the Principal Collection  Subaccount representing Principal Proceeds (together with any Principal Financed Accrued  Interest and Principal Financed Capitalized 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.  At any time, the Collateral  Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of  such Issuer Order the Trustee shall, withdraw funds on deposit in the Principal Collection  Subaccount representing Principal Proceeds and deposit such funds in the Revolver Funding  Account to meet funding requirements on Delayed Drawdown Collateral Obligations or Revolving  Collateral Obligations.  (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 purchase additional Collateral Obligations, and (ii) from Interest Proceeds  only, (x) 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  





 






  USActive 57779863.5 -183-  47427296.1  definition of Administrative Expenses) and/or (y) to exercise a warrant or right to acquire securities  held in the Assets in accordance with the requirements of Article XII and such Issuer Order;  provided that the aggregate Administrative Expenses paid pursuant to this Section 10.2(d) during  any Collection Period shall not exceed the Administrative Expense Cap for the related Payment  Date; provided, further, that the Trustee shall be entitled (but not required) without liability on its  part, to refrain from making any such payment of an Administrative Expense pursuant to this  Section 10.2 on any day other than a Payment Date if, in its reasonable determination, the payment  of such amount is likely to leave insufficient funds available to pay in full each of the items  described in Section 11.1(a)(i)(A) as reasonably anticipated to be or become due and payable on  the next Payment Date, taking into account the Administrative Expense Cap.  (e) The Trustee shall transfer to the Payment Account, from the Collection  Account for application pursuant to Section 11.1(a), on the Business Day immediately preceding  each Payment Date, the amount set forth to be so transferred in the Distribution Report for such  Payment Date.  (f) Subject to Section 12.2(f), the Collateral Manager on behalf of the Issuer  may direct the Trustee to withdraw Interest Proceeds or Principal Proceeds from the Collection  Account on any Business Day during any Interest Accrual Period in any amount required to acquire  a Workout Loan.  (g) The Collateral Manager on behalf of the Issuer may direct the Trustee to  transfer from amounts on deposit in the Interest Collection Subaccount to the Principal Collection  Subaccount, amounts necessary for application as described under Section 7.18.  In addition, the  Collateral Manager on behalf of the Issuer may direct the Trustee to deposit from the Principal  Collection Subaccount into the Revolver Funding Account amounts that are required to meet  funding requirements with respect to Delayed Drawdown Collateral Obligations and Revolving  Collateral Obligations.  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 account held in the name of the  Issuer, subject to the Lien of this Indenture, 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 Debt 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.  





 






  USActive 57779863.5 -184-  47427296.1  (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 account held in the name of the  Issuer, subject to the Lien of this Indenture, 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, Workout Loans, Restructured Loans and Specified Equity  Securities 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.  (c) Ramp-Up Account.  In accordance with this Indenture and the Securities  Account Control Agreement, the Issuer shall, prior to the Closing Date, cause the Trustee to  establish at the Custodian a single, segregated non-interest bearing account held in the name of the  Issuer, subject to the Lien of this Indenture, which shall be designated as the Ramp-Up Account,  which shall be maintained with the Custodian in accordance with the Securities Account Control  Agreement.  The Issuer hereby directs the Trustee to deposit the amount specified in Section 3.1(k)  to the Ramp-Up Account on the Closing Date.  In connection with any purchase of an additional  Collateral Obligation, the Trustee will apply amounts held in the Ramp-Up Account as provided  by Section 7.18(b) and Section 7.18(f).  Any income earned on amounts deposited in the Ramp-Up  Account will be deposited in the Interest Collection Subaccount.  All other amounts on deposit in  the Ramp-Up Account will be deemed to represent Principal Proceeds.  On the Effective Date or,  solely with respect to clause (y) below, upon the occurrence and during the continuance of an  Enforcement Event (and excluding any proceeds that will be used to settle binding commitments  entered into prior to that date), the Trustee will deposit from amounts remaining in the Ramp-Up  Account (x) an amount designated by the Collateral Manager (the “Designated Ramp-Up  Proceeds”) not greater than 1.0% of the Target Initial Par Amount (the “Designated Deposit Cap”)  into the Interest Collection Subaccount as Interest Proceeds; provided that (i) the Target Initial Par  Condition is satisfied before and after giving effect to such deposit, (ii) clause (iv) of the definition  of “Concentration Limitations” is satisfied before and after giving effect to such deposit and (iii)  each Coverage Test is satisfied before and after giving effect to such deposit and (y) any remaining  amounts (after any deposit pursuant to clause (x) above so long as no Enforcement Event has  occurred and is continuing) into the Principal Collection Subaccount as Principal Proceeds. From  time to time following the Effective Date and on or prior to the Determination Date related to the  first Payment Date after the Closing Date, the Collateral Manager may designate Principal  Proceeds received by the Issuer as Interest Proceeds (the “Designated Principal Proceeds”), so long  as, after giving effect to such designation (i) the aggregate amount of Designated Ramp-Up  Proceeds and Designated Principal Proceeds will not exceed the Designated Deposit Cap, (ii) the  Target Initial Par Condition is satisfied and (iii) each Overcollateralization Ratio Test is satisfied.  (d) Expense Reserve 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 account held in the  





 






  USActive 57779863.5 -185-  47427296.1  name of the Issuer, subject to the Lien of this Indenture, which shall be designated as the Expense  Reserve Account.  The Issuer shall direct the Trustee to deposit the amount specified in  Section 3.1(k) to the Expense Reserve Account.  On any Business Day from the Closing Date to  and including the Determination Date relating to the third Payment Date following the Closing  Date, the Trustee shall apply funds from the Expense Reserve Account, as directed by the  Collateral Manager, (i) to pay expenses of the Issuer incurred in connection with the establishment  of the Issuer, the structuring and consummation of the Offering and the issuance of the Debt or  (ii) to the Collection Account as Principal Proceeds.  By the Determination Date relating to the  third Payment Date following the Closing Date, all funds in the Expense Reserve Account (after  deducting any expenses paid on such Determination Date) will be deposited in the Collection  Account as Interest Proceeds (or Principal Proceeds if directed by the Collateral Manager in its  sole discretion) and the Expense Reserve Account will be closed.  Any income earned on amounts  deposited in the Expense Reserve Account will be deposited in the Interest Collection Subaccount  as Interest Proceeds as it is received.  (e) Permitted Use 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 account in the name  of the Issuer, subject to the Lien of this Indenture, which shall be designated as the Permitted Use  Account.  Contributions made as described in Section 10.6 hereof will be deposited into the  Permitted Use Account and transferred to the Collection Account for a Permitted Use designated  by the Contributor in such written direction.  In addition, amounts designated for deposit into the  Permitted Use Account pursuant to the Section 11.1(a)(i) and/or the proceeds of the issuance of  Junior Mezzanine Notes or additional Subordinated Notes designated for deposit into the Permitted  Use Account will be deposited into the Permitted Use Account and transferred to the Collection  Account at the direction of the Collateral Manager to be applied for a Permitted Use.  Amounts on  deposit in the Permitted Use Account will be invested in the Standby Directed Investment until  such time as the Trustee receives written direction from the Collateral Manager (which direction  may be in the form of standing instructions) to invest such amounts in other Eligible Investments.   Any income earned on amounts deposited in the Permitted Use Account will be deposited in the  Interest Collection Subaccount as Interest Proceeds.  Section 10.4 The Revolver Funding Account.  Upon the purchase or acquisition  of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation identified by  written notice to the Trustee, funds in an amount equal to the undrawn portion of such obligation  shall be withdrawn first from the Ramp-Up Account (if prior to the Effective Date) and, if  necessary, from the Principal Collection Subaccount and deposited in a single, segregated account  established (in accordance with this Indenture and the Securities Account Control Agreement) in  the name of the Issuer subject to the Lien of this Indenture (the “Revolver Funding Account”).   The Issuer hereby directs the Trustee to deposit the amount specified in Section 3.1(k) to the  Revolver Funding Account on the Closing Date.  Upon initial purchase or acquisition of any such  obligations, funds deposited in the Revolver Funding Account in respect of any Delayed  Drawdown Collateral Obligation or Revolving Collateral Obligation will be treated as part of the  purchase price therefor.  Amounts on deposit in the Revolver Funding Account will be invested in  overnight funds that are Eligible Investments selected by the Collateral Manager pursuant to  Section 10.7 and earnings from all such investments will be deposited in the Interest Collection  





 






  USActive 57779863.5 -186-  47427296.1  Subaccount as Interest Proceeds.  All other amounts held in the Revolver Funding Account will  be deemed to represent Principal Proceeds.  The Issuer shall, at all times, maintain sufficient funds on deposit in the Revolver  Funding Account such that the sum of the amount of funds on deposit in the Revolver Funding  Account shall be equal to or greater than the sum of the unfunded funding obligations under all  such Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations then  included in the Assets.  Funds shall be deposited in the Revolver Funding Account upon the  purchase of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation and  upon the receipt by the Issuer of any Principal Proceeds with respect to a Revolving Collateral  Obligation as directed by the Collateral Manager on behalf of the Issuer.  In the event of any  shortfall in the Revolver Funding Account, the Collateral Manager (on behalf of the Issuer) may  direct the Trustee to, and the Trustee thereafter shall, transfer funds in an amount equal to such  shortfall from the Principal Collection Subaccount to the Revolver Funding Account.  Any funds in the Revolver Funding Account (other than earnings from Eligible  Investments therein) will be treated as Principal Proceeds and will be available solely to cover any  drawdowns on the Delayed Drawdown Collateral Obligations and Revolving Collateral  Obligations; provided, that any excess of (A) the amounts on deposit in the Revolver Funding  Account over (B) the sum of the unfunded funding obligations under all Delayed Drawdown  Collateral Obligations and Revolving Collateral Obligations that are included in the Assets (which  excess may occur for any reason, including upon (i) the sale or maturity of a Delayed Drawdown  Collateral Obligation or Revolving Collateral Obligation, (ii) the occurrence of an event of default  with respect to any such Delayed Drawdown Collateral Obligation or Revolving Collateral  Obligation or (iii) any other event or circumstance which results in the irrevocable reduction of the  undrawn commitments under such Delayed Drawdown Collateral Obligation or Revolving  Collateral Obligation) may be transferred by the Trustee (at the written direction of the Collateral  Manager on behalf of the Issuer) from time to time as Principal Proceeds to the Principal Collection  Subaccount.  Section 10.5 The Interest Reserve Account.  The Issuer will, on or prior to the  Closing Date, cause the Trustee to establish a single, segregated non-interest bearing account in  the name of the Issuer subject to the Lien of this Indenture which will be designated as the “Interest  Reserve Account.” On the Closing Date, the Issuer will deposit an amount equal to the Interest  Reserve Amount into the Interest Reserve Account.  On or before the Determination Date in the  first Collection Period, the Collateral Manager may direct that any portion of the Interest Reserve  Amount be transferred to the Collection Account and included as Interest Proceeds or Principal  Proceeds for such Collection Period; provided that the purchase of Collateral Obligations with  such funds shall not cause an EU/UK Retention Deficiency.  On the first Payment Date, all  amounts on deposit in the Interest Reserve Account will be transferred to the Payment Account  and applied as Interest Proceeds or Principal Proceeds (as directed by the Collateral Manager) in  accordance with the Priority of Payments, and the Trustee will close the Interest Reserve Account.  Section 10.6 Contributions.  At any time during or after the Reinvestment Period,  any Holder of Subordinated Notes (each such person, a “Contributor”) may provide a contribution  notice (“Contribution Notice”) to the Issuer (with a copy to the Collateral Manager) and the  Trustee, substantially in the form of Exhibit C-1 hereto, and make a subsequent contribution of  





 






  USActive 57779863.5 -187-  47427296.1  cash to the Issuer (each, a “Contribution”); provided, that (x) each contribution shall be in an  aggregate amount equal to at least $750,000 (counting all Contributions made on the same day as  one Contribution for this purpose) and (y) the Issuer may not accept more than five Contributions  in the aggregate since the Closing Date (counting all Contributions made on the same day as one  Contribution for this purpose).  The Collateral Manager, on behalf of the Issuer, may accept or  reject any Contribution in its sole discretion and shall notify the Trustee in writing of any such  acceptance.  Each accepted Contribution shall be received into the Permitted Use Account and  applied by the Collateral Manager on behalf of the Issuer to a Permitted Use as directed by the  Contributor at the time such Contribution is made. No Contribution or portion thereof shall be  returned to the Contributor at any time (other than by operation of the Priority of Payments) and  no additional equity interest in the Issuer shall be issued or other rights against the Issuer shall be  credited in favor of the Contributor as a result of such Contribution.  Section 10.7 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 remaining on deposit in the Collection Account,  the Ramp-Up Account, the Revolver Funding Account, the Expense Reserve Account, the  Permitted Use Account and the Interest Reserve Account, as so directed in Eligible Investments  having stated maturities no later than the Business Day preceding the next Payment Date (or such  other 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 or other Eligible  Investments of the type described in clause (ii) of the definition of “Eligible Investments” maturing  no later than the Business Day immediately preceding the next Payment Date (or such other  maturities expressly provided herein), as selected by the Issuer or the Collateral Manager on its  behalf.  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 Monies as fully as practicable in the Standby Directed Investment unless and until  contrary investment instructions as provided in the preceding sentence are received or the Trustee  receives a written instruction from the Issuer, or the Collateral Manager on behalf of the Issuer,  changing 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.  Except as expressly provided herein, the Trustee shall not otherwise be under any duty to  invest (or pay interest on) amounts held hereunder from time to time.  





 






  USActive 57779863.5 -188-  47427296.1  (b) The Trustee agrees to give the Issuer immediate notice if any Trust Officer  has actual knowledge that 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, S&P, the  Collateral Administrator and the Collateral Manager any information regularly maintained by the  Trustee that the Issuer, S&P, the Collateral Administrator 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 10.8 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 Obligor or issuer.  Section 10.8 Accountings.  (a) Monthly.  Not later than the 27th calendar day (or, if such day is not a  Business Day, on the next succeeding Business Day) of each calendar month (other than January,  April, July and October in each year) and commencing in July 2022, the Issuer shall compile (or  cause to be compiled) and give to the Collateral Manager, the Loan Agent and the Trustee (who  shall make available to S&P, Euronext Dublin (so long as any Debt is listed on Euronext Dublin  and so long as the guidelines of such exchange so require), the Initial Purchaser, the Co-Placement  Agent, any other Holder shown on the Registers for any Debt, any beneficial owner of any Debt  who has delivered a Beneficial Ownership Certificate to the Trustee and the Investor Information  Services by posting such report to its website), a monthly report on a trade date basis (each such  report a “Monthly Report”).  As used herein, the “Monthly Report Determination Date” with  respect to any calendar month will be the seventh day of such calendar month; provided, that if  such seventh day is not a Business Day, the next succeeding Business Day.  The Monthly Report  for a calendar month shall contain the following information with respect to the Collateral  Obligations and Eligible Investments included in the Assets, based on information provided by the  Collateral Manager, and shall be determined as of the close of business on the Monthly Report  Determination Date for such calendar month:  (i) Aggregate Principal Balance of Collateral Obligations, the aggregate  unfunded commitments of the Collateral Obligations, any capitalized interest on the  Collateral Obligations and Eligible Investments representing Principal Proceeds.  (ii) Adjusted Collateral Principal Amount of Collateral Obligations.  (iii) Collateral Principal Amount of Collateral Obligations.  





 






  USActive 57779863.5 -189-  47427296.1  (iv) A list of Collateral Obligations, including, with respect to each such  Collateral Obligation, the following information:  (A) The obligor thereon (including the issuer ticker, if any);  (B) The number, identity, Bloomberg Loan ID, FIGI, ISIN, Loan/X,  CUSIP or security identifier thereof (as applicable);  (C) The Principal Balance thereof (other than any accrued interest that  was purchased with Principal Proceeds) and any unfunded commitment pertaining  thereto;  (D) The percentage of the aggregate Collateral Principal Amount  represented by such Collateral Obligation;  (E) (x) The related interest rate or spread (in the case of a Reference  Rate Floor Obligation, calculated both with and without regard to the excess of any  applicable specified “floor” rate per annum over the Reference Rate in effect for  the current Interest Accrual Period), (y) if such Collateral Obligation is a Reference  Rate Floor Obligation, the related reference rate floor and (z) the identity of any  Collateral Obligation that is not a Reference Rate Floor Obligation and for which  interest is calculated with respect to any index other than the Reference Rate;  (F) The stated maturity thereof;  (G) The related S&P Industry Classification;  (H) For each Collateral Obligation with an S&P Rating derived from a  Moody’s Rating, the Moody’s Rating, unless such rating is based on a credit  estimate unpublished by Moody’s (and, in the event of a downgrade or withdrawal  of the applicable Moody’s Rating, the prior rating and the date such Moody’s  Rating was changed);  (I) [Reserved];  (J) [Reserved];  (K) The S&P Rating, unless such rating is based on a credit estimate or  is a private or confidential rating from S&P;  (L) [Reserved];  (M) The country of Domicile;  (N) An indication as to whether each such Collateral Obligation is (1) a  Senior Secured Loan, (2) a Second Lien Loan, (3) a Defaulted Obligation, (4) a  Delayed Drawdown Collateral Obligation, (5) a Revolving Collateral Obligation,  (6) a Participation Interest (indicating the related Selling Institution, if applicable,  





 






  USActive 57779863.5 -190-  47427296.1  and its ratings by S&P), (7) a Permitted Deferrable Obligation, (8) a Fixed Rate  Obligation, (9) a Current Pay Obligation, (10) a Discount Obligation, (11) a  Discount Obligation purchased in the manner described in clause (y) of the proviso  to the definition “Discount Obligation”, (12) a DIP Collateral Obligation, (13) a  First-Lien Last-Out Loan, (14) a Cov-Lite Loan, (15) a Credit Improved Obligation  and (16) a Credit Risk Obligation;  (O) With respect to each Collateral Obligation that is a Discount  Obligation purchased in the manner described in clause (y) of the proviso to the  definition “Discount Obligation”,  (I) the identity of the Collateral Obligation (including whether  such Collateral Obligation was classified as a Discount Obligation at the  time of its original purchase) the proceeds of whose sale are used to  purchase the purchased Collateral Obligation;  (II) the purchase price (as a percentage of par) of the purchased  Collateral Obligation and the sale price (as a percentage of par) of the  Collateral Obligation the proceeds of whose sale are used to purchase the  purchased Collateral Obligation; and  (III) the Aggregate Principal Balance of Collateral Obligations  that have been excluded from the definition of “Discount Obligation” and  relevant calculations indicating whether such amount is in compliance with  the limitations described in clauses (z)(A) and (z)(B) of the proviso to the  definition of “Discount Obligation;”  (P) The S&P Recovery Rate; and  (Q) The most recently calculated EBITDA for the related Obligor (as  provided by the Collateral Manager to the Trustee).  (v) If the Monthly Report Determination Date occurs on or after the Effective  Date, for each of the limitations and tests specified in the definitions of Concentration  Limitations and Collateral Quality Test (including, for this purpose only, the Weighted  Average Rating Factor and the Diversity Score), (1) the result, (2) the related minimum or  maximum test level and (3) if such Monthly Report Determination Date occurs on or prior  to the last day of the Reinvestment Period, a determination as to whether such result  satisfies the related test.  (vi) The calculation of each of the following:  (A) Each Interest Coverage Ratio (and setting forth the percentage  required to satisfy each Interest Coverage Test); and  (B) Each Overcollateralization Ratio (and setting forth the percentage  required to satisfy each Overcollateralization Ratio Test).  





 






  USActive 57779863.5 -191-  47427296.1  (vii) The calculation specified in Section 5.1(e).  (viii) The identity of each Defaulted Obligation, the S&P Collateral Value and  Market Value of each such Defaulted Obligation and date of default thereof.  (ix) The identity of each Collateral Obligation with an S&P Rating of “CCC+”  or below and, if the CCC Excess is greater than zero, the Market Value of each such  Collateral Obligation.  (x) The identity of each Deferring Obligation, the S&P Collateral Value and  Market Value of each Deferring Obligation, and the date on which interest was last paid in  full in Cash thereon.  (xi) The identity of each Current Pay Obligation, the Market Value of each such  Current Pay Obligation, and the percentage of the Collateral Principal Amount comprised  of Current Pay Obligations.  (xii) [Reserved].  (xiii) The Weighted Average Coupon, the Weighted Average Floating Spread,  the Weighted Average Life, the Weighted Average S&P Recovery Rate, the S&P Weighted  Average Rating Factor.  (xiv) The results of the S&P CDO Monitor Test (with a statement as to whether  it is passing or failing), including the Class Default Differentials, the Class Break-even  Default Rates and the Class Scenario Default Rate for the Highest Ranking S&P Class of  Debt, and, after the S&P CDO Monitor Election Date, the Weighted Average Floating  Spread that is calculated for purposes of the S&P CDO Monitor Test, the characteristics of  the Current Portfolio and the S&P CDO Monitor Benchmarks.  (xv) A copy of the notice provided by the Collateral Manager pursuant to  Section 12.2(b) hereof setting forth the details of any Trading Plan (including the proposed  amendments and/or proposed investments identified by the Collateral Manager for  acquisition or entry, as applicable, as part of such Trading Plan (which details shall be  reported by providing a copy of the notice from the Collateral Manager on a dedicated page  of the Monthly Report)).  (xvi) [Reserved].  (xvii) The identity of each Collateral Obligation subject to a Maturity Amendment  during the related calendar month and the details of any such Maturity Amendment (which  details shall be reported on a dedicated page of the Monthly Report) and confirmation that  not more than 5.0% of the Collateral Principal Amount consists of Collateral Obligations  subject to a Credit Amendment that does not meet the requirement described in Section  7.20(a) (as provided by the Collateral Manager to the Trustee).  (xviii) With respect to the EU/UK Retention Interests:  (A) confirmation that the  Collateral Administrator has received written confirmation from the EU/UK Retention  





 






  USActive 57779863.5 -192-  47427296.1  Holder that (x) it continues to hold the EU/UK Retention Interest and (y) it has not sold,  hedged or otherwise mitigated its credit risk under or associated with the EU/UK Retention  Interest or the underlying portfolio of Collateral Obligations, except to the extent permitted  in accordance with the EU/UK Risk Retention Requirements; (B) as calculated by the  Collateral Manager, the calculation of 5% of the EU/UK Retention Basis Amount as of the  most recent Determination Date for the purposes of the Collateral Manager’s determination  of whether an EU/UK Retention Deficiency has occurred; and (C) confirmation from the  Collateral Manager as to whether, since the last Monthly Report Determination Date, an  actual or potential EU/UK Retention Deficiency has prohibited the Collateral Manager  from reinvesting in any Collateral Obligations.  (xix) The balance of all Eligible Investments and cash in each of the Accounts.  (xx) The name of the financial institution that holds each Account and the  applicable ratings by S&P required under Section 10.1 for such institution.  (xxi) On a dedicated page of the Monthly Report, the amount of any  Contributions received by the Issuer pursuant to Section 10.6 since the previous Monthly  Report Determination Date.  (xxii) Such other information as S&P or the Collateral Manager may reasonably  request and as may be reasonably available to the Collateral Administrator at no undue  burden or expense.  For each instance in which the Market Value is reported pursuant to the foregoing,  the Monthly Report shall also indicate the manner in which such Market Value was determined  and the source(s) (if applicable) used in such determination (as provided by the Collateral Manager  to the Collateral Administrator).  Upon receipt of each Monthly Report, the Trustee shall compare the information  contained in such Monthly Report to the information contained in its records with respect to the  Assets and shall, within three Business Days after receipt of such Monthly Report, notify the Issuer  (and the Issuer shall notify S&P), the Collateral Administrator and the Collateral Manager if the  information contained in the Monthly Report does not conform to the information maintained by  the Trustee with respect to the Assets.  If any discrepancy exists, the Issuer, or the Collateral  Manager on behalf of the Issuer, shall attempt to resolve the discrepancy.  If such discrepancy  cannot be promptly resolved, the Trustee shall within ten (10) Business Days notify the Collateral  Manager who shall, on behalf of the Issuer, request that the Independent accountants appointed by  the Issuer pursuant to Section 10.10 review such Monthly Report and the Trustee’s records to  determine the cause of such discrepancy.  If such review reveals an error in the Monthly Report or  the Trustee’s records, the Monthly Report or the Trustee’s records shall be revised accordingly  and, as so revised, shall be utilized in making all calculations pursuant to this Indenture and notice  of any error in the Monthly Report shall be sent as soon as practicable by the Issuer to all recipients  of such report which may be accomplished by making a notation of such error in the subsequent  Monthly Report.  





 






  USActive 57779863.5 -193-  47427296.1  (b) Payment Date Accounting.  The Issuer shall render (or cause to be rendered)  an accounting (each a “Distribution Report”), determined as of the close of business on each  Determination Date preceding a Payment Date, to the Collateral Manager and the Trustee (who  shall make available such Distribution Report to the Initial Purchaser, the Co-Placement Agent,  S&P, any Holder shown on the Registers, any beneficial owner of any Debt who has delivered a  Beneficial Ownership Certificate to the Trustee and the Investor Information Services by posting  such report to its website) not later than the related Payment Date.  The Distribution Report shall  contain the following information:  (i) the information required to be in the Monthly Report pursuant to  Section 10.8(a);  (ii) (a) the Aggregate Outstanding Amount of the Debt of each Class at the  beginning of the Interest Accrual Period and such amount as a percentage of the original  Aggregate Outstanding Amount of the Debt of such Class, (b) the amount of principal  payments to be made on the Secured Debt of each Class on the next Payment Date, the  amount of any Deferred Interest on the Deferrable Notes and the Aggregate Outstanding  Amount of the Secured Debt of each Class after giving effect to the principal payments, if  any, on the next Payment Date and such amount as a percentage of the original Aggregate  Outstanding Amount of the Debt of such Secured Debt and (c) the amount of distributions,  if any, to be made on the Subordinated Notes on the next Payment Date;  (iii) the Interest Rate and accrued interest for each applicable Class of Debt for  such Payment Date;  (iv) the amounts payable pursuant to each clause of Section 11.1(a)(i) and each  clause of Section 11.1(a)(ii) or each clause of Section 11.1(a)(iii), as applicable, on the  related Payment Date;  (v) for the Collection Account:  (A) the Balance on deposit in the Collection Account at the end of the  related Collection Period;  (B) the amounts payable from the Collection Account to the Payment  Account, in order to make payments pursuant to Section 11.1(a)(i) and  Section 11.1(a)(ii) on the next Payment Date (net of amounts which the Collateral  Manager intends to re-invest in additional Collateral Obligations pursuant to  Article XII); and  (C) the Balance remaining in the Collection Account immediately after  all payments and deposits to be made on such Payment Date;  (vi) for each Account, a schedule showing the beginning balance, each credit or  debit specifying the nature, source and amount, and the ending balance;  (vii) a schedule showing for each of the following the beginning balance, the  amount of Interest Proceeds received from the date of determination of the immediately  





 






  USActive 57779863.5 -194-  47427296.1  preceding Distribution Report, and the ending balance for the Determination Date  preceding the current Payment Date:  (A) Interest Proceeds from Collateral Obligations; and  (B) Interest Proceeds from Eligible Investments;  (viii) purchases, prepayments, and sales:  (A) the identity, Principal Balance (other than any accrued interest that  was purchased with Principal Proceeds), unfunded commitment (if any),  capitalized interest (if any), Principal Proceeds and Interest Proceeds received, and  date for (X) each Collateral Obligation that was released for sale or disposition  pursuant to Section 12.1 since the Determination Date immediately preceding the  last Distribution Report and (Y) each prepayment or redemption of a Collateral  Obligation, and in the case of (X), whether such Collateral Obligation was a Credit  Risk Obligation or a Credit Improved Obligation, whether the sale of such  Collateral Obligation was a discretionary sale; and  (B) the identity, Principal Balance (other than any accrued interest that  was purchased with Principal Proceeds), unfunded commitment (if any),  capitalized interest (if any) and Principal Proceeds and Interest Proceeds expended  to acquire each Collateral Obligation acquired pursuant to Section 12.2 since the  Determination Date immediately preceding the last Distribution Report; and  (ix) such other information as the Collateral Manager may reasonably request.  Each Distribution Report shall constitute instructions to the Trustee to withdraw funds from the  Payment Account and pay or transfer such amounts set forth in such Distribution Report in the  manner specified and in accordance with the priorities established in Section 11.1 and Article XIII.  (c) Interest Rate Notice.  The Trustee shall include in the Monthly Report a  notice setting forth the Interest Rate for each Class of Secured Debt for the Interest Accrual Period  preceding the next Payment Date.  (d) Failure to Provide Accounting.  If the Trustee shall not have received any  accounting provided for in this Section 10.8 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 10.8  as a result of the failure of the Issuer to provide such information or reports, the Collateral Manager  shall be entitled to retain an Independent certified public accountant in connection therewith and  the reasonable costs incurred by the Collateral Manager for such Independent certified public  accountant shall be paid by the Issuer.  (e) Required Content of Certain Reports.  Each Monthly Report and each  Distribution Report sent to any Holder or beneficial owner of an interest in any Debt shall contain,  or be accompanied by, the following notices:  





 






  USActive 57779863.5 -195-  47427296.1  The Debt may be beneficially owned only by Persons that are (a) Qualified  Purchasers that are not “U.S. persons” (as defined in Regulation S) and are  purchasing their beneficial interest outside of the United States in reliance on  Regulation S, (b) both (i) Qualified Institutional Buyers or, solely in the case of  Notes issued as Certificated Notes, Institutional Accredited Investors and  (ii) Qualified Purchasers (or corporations, partnerships, limited liability companies  or other entities (other than trusts) each shareholder, partner, member or other  equity owner of which is either a Qualified Purchaser) or (c) solely in the case of  Subordinated Notes issued as Certificated Notes, other Accredited Investors that  are Knowledgeable Employees with respect to the Issuer.  The Issuer has the right  to compel any beneficial owner of an interest in Global Notes that does not meet  the qualifications set forth in the preceding sentence to sell its interest in such Notes,  or may sell such interest on behalf of such owner, pursuant to Section 2.11 hereof.  Each holder receiving this report agrees to keep all non-public information herein  confidential and not to use such information for any purpose other than its  evaluation of its investment in the Debt; provided that any holder may provide such  information on a confidential basis to any prospective purchaser of such holder’s  Debt that is permitted by the terms hereof to acquire such holder’s Debt and that  agrees to keep such information confidential in accordance with the terms hereof.  (f) Initial Purchaser and Co-Placement Agent Information.  The Issuer, the  Initial Purchaser and the Co-Placement Agent, or any successor to the Initial Purchaser or the Co- Placement Agent, may post the information contained in a Monthly Report or Distribution Report  to a password-protected internet site accessible only to the Holders of the Debt and to the Collateral  Manager.  (g) Distribution of Reports.  The Trustee will make the Monthly Report and the  Distribution Report available via its website.  The Trustee’s website shall initially be located at  https://pivot.usbank.com.  The Trustee may change the way such statements are distributed.  As a  condition to access to the Trustee’s 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 Monthly Report and the Distribution  Report which the Trustee disseminates in accordance with this Indenture and may affix thereto  any disclaimer it deems appropriate in its reasonable discretion.  (h) Effective Date Report.  The Issuer shall compile (or cause the Collateral  Administrator to compile) and make available to S&P the Effective Date Report based solely on  information contained in the Monthly Reports or provided by the Collateral Manager to the  Collateral Administrator.  The Collateral Manager shall cooperate with the Collateral  Administrator in connection with the preparation of the Effective Date Report.  Without limiting  the generality of the foregoing, the Collateral Manager shall supply in a timely fashion any  information maintained by it that the Collateral Administrator may from time to time request with  respect to the Assets and reasonably need to complete the Effective Date Report or required to  permit the Issuer to perform its obligations hereunder.  The Collateral Manager shall review and  verify the contents of the aforesaid reports, instructions, statements and certificates and shall send  such reports, instructions, statements and certificates to the Issuer for execution.  





 






  USActive 57779863.5 -196-  47427296.1  Section 10.9 Release of Assets.  (a) Subject to Article XII, the Issuer may, by  Issuer Order executed by an Officer of the Collateral Manager, delivered to the Trustee at least  one Business Day prior to the settlement date for any sale of an Asset certifying that the sale of  such Asset is being made in accordance with Section 12.1 hereof and such sale complies with all  applicable requirements of Section 12.1 hereof (provided that if an Event of Default has occurred  and is continuing, neither the Issuer nor the Collateral Manager (on behalf of the Issuer) may direct  the Trustee to release or cause to be released such Asset from the lien of this Indenture pursuant  to a sale under Section 12.1(e), Section 12.1(f) or Section 12.1(g) unless the sale of such Asset is  permitted pursuant to Section 12.4(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; provided, further, that, for  purposes of this Section 10.9 and Sections 12.1 and 12.2, Issuer Order shall mean to include the  delivery to the Trustee, by email or otherwise in writing, of a confirmation of trade, instruction to  post or to commit to the trade or similar language by the Collateral Manager, and shall constitute  a direction and certification that the transaction is in compliance with and satisfies all applicable  provisions of such Sections and Article XII of this Indenture.  (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 Debt has been accelerated following an Event of Default, the Collateral  Manager may, by Issuer Order, direct (x) the Trustee to accept or participate in or decline or refuse  to participate in such Offer and, in the case of acceptance or participation, to release from the lien  of this Indenture such Asset in accordance with the terms of the Offer against receipt of payment  therefor, or (y) the Issuer or the Trustee to agree to or otherwise act with respect to such consent,  direction, waiver, amendment, modification or action; provided that in the absence of any such  direction, the Trustee shall not respond or react to such Offer or request.  (d) As provided in Section 10.2(a), the Trustee shall deposit any proceeds  received by it from the disposition or replacement of an Asset in the applicable subaccount of the  Collection Account, unless simultaneously applied to the purchase of additional Collateral  Obligations or Eligible Investments as permitted under and in accordance with the requirements  of this Article X and Article XII.  





 






  USActive 57779863.5 -197-  47427296.1  (e) The Trustee shall, upon receipt of an Issuer Order at such time as there is  no Debt 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 10.9(a), (b) or (c) shall be released from the lien of this Indenture.  (g) Any amounts paid from the Payment Account to the holders of the  Subordinated Notes in accordance with the Priority of Payments shall be released from the lien of  this Indenture.  Section 10.10 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 Debt.  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, the Collateral Administrator and S&P 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 and the Collateral Administrator 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.  (b) On or before the 20th of May of each year, commencing in 2023, the Issuer  shall cause to be delivered to the Trustee a statement from a firm of Independent certified public  accountants for the Distribution Reports prepared in the prior year (i) indicating that the  calculations within those Distribution Reports (excluding the S&P CDO Monitor Test) have been  performed in accordance with the applicable provisions of this Indenture and (ii) listing the  Aggregate Principal Balance of the Assets and the Aggregate Principal Balance of the Collateral  Obligations securing the Debt 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 10.10, 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, the Issuer will cause the firm of Independent certified public accountants appointed pursuant  to Section 10.10(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.  





 






  USActive 57779863.5 -198-  47427296.1  (d) Neither the Trustee nor the Collateral Administrator shall have any  responsibility to make any inquiry or investigation as to, and shall have no obligation in respect  of, the terms of any engagement of Independent accountants by the Issuer (or the Collateral  Manager on behalf of the Issuer) or the terms of any agreed upon procedures in respect of such  engagement; provided, however that the Trustee and the Collateral Administrator shall be  authorized, and are hereby directed (and shall have no liability or responsibility), to execute any  acknowledgement, access letter or other agreement with the Independent accountants required for  the Trustee or the Collateral Administrator to receive any of the reports or instructions provided  for herein, which acknowledgement, access letter or agreement may include, among other things,  (i) acknowledgement that the Issuer has agreed that the procedures to be performed by the  Independent accountants are sufficient for the Issuer’s purposes, (ii) releases by each of the Trustee  and the Collateral Administrator (on behalf of itself and/or the Holders) of claims against the  accountants and acknowledgment of any other limitations of liability in favor of the 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).  Notwithstanding the  foregoing, in no event shall the Trustee or the Collateral Administrator be required to execute any  agreement in respect of the Independent accountants that the Trustee or the Collateral  Administrator reasonably determines adversely affects it.  In addition, the Trustee shall not be  required to forward or otherwise disclose to the Holders any report or statement received by  Independent accountants appointed pursuant to this Section 10.10.  In the event a Holder wishes  to request any such report or statement, it must do so directly from such accountants.  Upon request,  the Trustee shall provide to the requesting Holder the contact information for such accountants.   The Trustee shall not have any liability to any Holder relating to such accountant’s report or  statement or the unavailability thereof.  Notwithstanding any provision in this Indenture to the  contrary, the Trustee and the Collateral Administrator shall have no liability or responsibility for  taking any action, or omitting to take any action, if such action or omission is in accordance with  this Section 10.10, it being understood and agreed that the Trustee and/or the Collateral  Administrator, as the case may be, will deliver such acknowledgement, agreement or access letter  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, or shall have any obligation  in respect of, the validity or correctness of such procedures.  Section 10.11 Reports to Rating Agencies and Additional Recipients.  In addition  to the information and reports specifically required to be provided to S&P pursuant to the terms of  this Indenture, the Issuer shall provide S&P with such additional information as it may from time  to time reasonably request, and the Issuer shall notify S&P of any Specified Amendment, which  notice of a Specified Amendment shall include (x) a copy of such Specified Amendment, (y) a  brief summary of its purpose and (z) which criteria under the definition of “Collateral Obligation”  are no longer satisfied with respect to such Collateral Obligation after giving effect to the Specified  Amendment, if any.  S&P may, at its option, re-determine the credit estimate of any such Collateral  Obligation which is subject to a Specified Amendment.  Within 10 Business Days after the  Effective Date, together with each Monthly Report and on each Payment Date, the Issuer shall  provide to S&P at cdo_surveillance@spglobal.com or via the Trustee’s website, a Microsoft Excel  file of the Excel Default Model Input File and, with respect to each Collateral Obligation, the name  of each obligor or issuer thereof, the CUSIP number thereof (if applicable) and the Priority  Category thereof.  





 






  USActive 57779863.5 -199-  47427296.1  Section 10.12 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 (other than the Class A-L Loan Account), 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 an Affiliate of the Bank, 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 10.13 Section 3(c)(7) Procedures.  For so long as any Debt is Outstanding,  the Issuer shall do the following:  (a) Notification.  Each Monthly Report sent or caused to be sent by the Issuer  to the Debtholders 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 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, including transferees, are Qualified Purchasers.  Consequently,  all sales and resales of the Notes must be made solely to purchasers that are  Qualified Purchasers.  Each purchaser of a Note (such Note, a “Restricted  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 (w) solely in the case of Notes issued as Certificated Notes, 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”), (x) a qualified institutional buyer as defined in  Rule 144A under the Securities Act (“QIB”), (y) except for with respect to  the ERISA Restricted Notes, a non-U.S. person acquiring such notes in an  offshore transaction (as defined in Regulation S under the Securities Act) in  reliance on the exemption from registration provided by Regulation S under  the Securities Act or (z) solely in the case of Subordinated Notes, a U.S.  person that is an Accredited Investor that is also a Knowledgeable  Employee with respect to the Issuer; (ii) the purchaser is acting for its own  account or the account of another Qualified Purchaser and  QIB/IAI/non-U.S. person (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 Notes may only be transferred to another Qualified Purchaser and  





 






  USActive 57779863.5 -200-  47427296.1  QIB/IAI/non-U.S. person (as applicable) and all subsequent transferees are  deemed to have made representations (i) through (vi) above.”  “The Issuer directs that the recipient of this notice, and any recipient of a  copy of this notice, provide a copy to any Person having an interest in this  Note as indicated on the books of DTC or on the books of a participant in  DTC or on the books of an indirect participant for which such participant in  DTC acts as agent.”  “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 Note who is determined not to have  been a Qualified Purchaser at the time of acquisition of such Restricted  Note, 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 Note (or any interest therein) to  a Person that is either (x) a Qualified Purchaser acquiring the Notes in an  offshore transaction (as defined in Regulation S) in reliance on the  exemption from registration provided by Regulation S, or (y) a Qualified  Purchaser who is a QIB (or, solely in the case of a Note issued as a  Certificated Note, an IAI), 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 Note, 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 Note, 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 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  Notes in order to indicate that sales are limited to Qualified Purchasers.  (ii) The Issuer will direct DTC to cause each physical deliver order ticket that  is delivered by DTC to purchasers to contain the 20-character security descriptor.  The  Issuer will direct DTC to cause each deliver order ticket that is delivered by DTC to  purchasers in electronic form to contain a “3c7” indicator and a related user manual for  





 






  USActive 57779863.5 -201-  47427296.1  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  Notes.  (iv) In addition to the obligations of the Notes 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 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 Notes.   Without limiting the foregoing, the Initial Purchaser and the Co-Placement Agent 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 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 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 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 Notes may only be offered or sold in accordance with  Section 3(c)(7) of the 1940 Act, as amended.  (ii) Reuters.  (A) a “144A – 3c7” notation included in the security name field at the  top of the Reuters Instrument Code screen;  





 






  USActive 57779863.5 -202-  47427296.1  (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.”  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, 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 such  Payment Date is the Stated Maturity or an Enforcement Event has occurred and is continuing and  other than as provided in Section 11.1(a)(iv) on any Redemption Date (other than a Redemption  Date that is also a Payment Date), (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, unless an Enforcement Event has occurred and is  continuing, Interest Proceeds on deposit in the Collection Account, to the extent received  on or before the related Determination Date (or if such Determination Date is not a  Business Day, the next succeeding Business Day) and that are transferred into the Payment  Account, shall be applied in the following order of priority:  (A) to the payment of (1) first, taxes and governmental fees owing by  the Issuer, 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, Clean-Up Call 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, to the extent Interest Proceeds are needed to satisfy any of  the Coverage Tests (calculated on a pro forma basis after giving effect to all  payments pursuant to this subclause (ii)), such Interest Proceeds shall not be used  to pay such portion of the Cumulative Deferred Management Fee requested to be  paid pursuant to this subclause (ii);  





 






  USActive 57779863.5 -203-  47427296.1  (C) to the payment of accrued and unpaid interest on the Class A-1  Notes, the Class A-1F Notes and the Class A-L Loans, pro rata, based on amounts  due (including any defaulted interest);  (D) to the payment of accrued and unpaid interest on the Class B Notes  (including any defaulted interest);  (E) if either of the Class A/B Coverage Tests (except, in the case of the  Interest Coverage Test, on any date of determination prior to the Interest Coverage  Effective Date) is not satisfied on the related Determination Date, to make  payments in accordance with the Debt Payment Sequence to the extent necessary  to cause all Class A/B Coverage Tests that are applicable on such Payment Date to  be satisfied on a pro forma basis after giving effect to all payments pursuant to this  clause (E);  (F) to the payment of (1) first, accrued and unpaid interest (excluding  Deferred Interest but including interest accrued thereon) on the Class C Notes and  (2) second, any Deferred Interest on the Class C Notes;  (G) if either of the Class C Coverage Tests (except, in the case of the  Interest Coverage Test, on any date of determination prior to the Interest Coverage  Effective Date) is not satisfied on the related Determination Date, to make  payments in accordance with the Debt Payment Sequence to the extent necessary  to cause all Class C Coverage Tests that are applicable on such Payment Date to be  satisfied on a pro forma basis after giving effect to all payments pursuant to this  clause (G);  (H) to the payment of (x) first, accrued and unpaid interest (excluding  Deferred Interest but including interest accrued thereon) on the Class D Notes and  (y) second, any Deferred Interest on the Class D Notes;  (I) if either of the Class D Coverage Tests (except, in the case of the  Interest Coverage Test, on any date of determination prior to the Interest Coverage  Effective Date) is not satisfied on the related Determination Date, to make  payments in accordance with the Debt Payment Sequence to the extent necessary  to cause all Class D Coverage Tests that are applicable on such Payment Date to be  satisfied on a pro forma basis after giving effect to all payments pursuant to this  clause (I);  (J) (x) with respect to any Payment Date prior to the Effective Date,  amounts available for distribution pursuant to this clause (J) will be deposited into  the Collection Account as Interest Proceeds, to be applied on the next Payment Date  for application in accordance with Section 11.1(a)(i) and (y) if, with respect to any  Payment Date following the Effective Date, S&P has not yet confirmed its Initial  Ratings of the Secured Debt pursuant to Section 7.18(e) (unless the Effective Date  Condition has been satisfied), amounts available for distribution pursuant to this  clause (J) for one or both of the following alternatives, as directed by the Collateral  





 






  USActive 57779863.5 -204-  47427296.1  Manager:  (1) for application in accordance with the Debt Payment Sequence on  such Payment Date or (2) for application as Principal Proceeds and transferred to  the Collection Account to invest in Eligible Investments (pending the purchase of  additional Collateral Obligations) and/or to purchase additional Collateral  Obligations, in each case in an amount sufficient to satisfy the S&P Rating  Condition;  (K) to the payment of (1) first, (in the same manner and order of priority  stated therein) any Administrative Expenses not paid pursuant to clause (A)(2)  above due to the limitation contained therein and (2) second, any expenses related  to a Re-Pricing;  (L) to the payment of any obligations of the Issuer or to establish any  reserves determined by the Issuer to be necessary or desirable;  (M) at the sole discretion of the Collateral Manager, to the payment of  any Administrative Excess Amount to the Permitted Use Account; and  (N) any remaining Interest Proceeds to be paid to the Holders of the  Subordinated Notes.  (ii) On each Payment Date, unless such Payment Date is the Stated Maturity or  an Enforcement Event has occurred and is continuing, Principal Proceeds on deposit in the  Collection Account that are received on or before the related Determination Date (or if  such Determination Date is not a Business Day, the next succeeding Business Day) and  that are transferred to the Payment Account (which will not include (i) amounts required  to meet funding requirements with respect to Delayed Drawdown Collateral Obligations  and Revolving Collateral Obligations that are deposited in the Revolver Funding Account  or (ii) Principal Proceeds that have previously been reinvested in Collateral Obligations or  Principal Proceeds which the Issuer has entered into any commitment to reinvest in  Collateral Obligations) shall be applied in the following order of priority:  (A) to pay the amounts referred to in clauses (A) through (D) of  Section 11.1(a)(i) (and in the same manner and order of priority stated therein), but  only to the extent not paid in full thereunder;  (B) to pay the amounts referred to in clause (E) of Section 11.1(a)(i), but  only to the extent not paid in full thereunder and to the extent necessary to cause  the Class A/B Coverage Tests that are applicable on such Payment Date to be met  as of the related Determination Date on a pro forma basis after giving effect to any  payments made through this clause (B);  (C) if the principal amounts of the Class A-1 Notes, the Class A-1F  Notes, the Class A-L Loans, the Class B Notes have been paid in full on a pro forma  basis after giving effect to any payments made through this clause (C), to pay the  amounts referred to in clause (F) 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;  





 






  USActive 57779863.5 -205-  47427296.1  (D) to pay the amounts referred to in clause (G) of Section 11.1(a)(i),  but only to the extent not paid in full thereunder and to the extent necessary to cause  the Class C Coverage Tests that are applicable on such Payment Date to be met as  of the related Determination Date on a pro forma basis after giving effect to any  payments made through this clause (D);  (E) if the principal amounts of the Class A-1 Notes, the Class A-1F  Notes, the Class A-L Loans, the Class B Notes and the Class C Notes have been  paid in full on a pro forma basis after giving effect to any payments made through  this clause (E), to pay the amounts referred to in clause (H) of Section 11.1(a)(i)  (and in the same manner and order of priority stated therein), but only to the extent  not paid in full thereunder;  (F) to pay the amounts referred to in clause (I) of Section 11.1(a)(i), but  only to the extent not paid in full thereunder and to the extent necessary to cause  the Class D Coverage Tests that are applicable on such Payment Date to be met as  of the related Determination Date on a pro forma basis after giving effect to any  payments made through this clause (F);  (G) with respect to any Payment Date following the Effective Date, if  after the application of Interest Proceeds pursuant to clause (J) of Section 11.1(a)(i),  S&P has not yet confirmed its Initial Ratings of the Secured Debt pursuant to  Section 7.18(e) (unless the Effective Date Condition has been satisfied), amounts  available for distribution pursuant to this clause (G) shall be used for application in  accordance with the Debt Payment Sequence on such Payment Date in an amount  sufficient to satisfy the S&P Rating Condition;  (H) if such Payment Date is a Redemption Date (except in connection  with a Refinancing in part but not in whole), to make payments in accordance with  the Debt Payment Sequence, to redeem each Class of Debt being redeemed on such  Redemption Date ;  (I) if such Payment Date is a Special Redemption Date occurring in  connection with a Special Redemption pursuant to (1) clause (i) of the first sentence  of Section 9.6, to make payments in the amount of the Special Redemption Amount  at the election of the Collateral Manager, or (2) clause (iii) of the first sentence of  Section 9.6, to make payments in an amount necessary to reduce the outstanding  EU/UK Retention Deficiency to zero, in each such case in accordance with the Debt  Payment Sequence;  (J) during the Reinvestment Period, to the Collection Account as  Principal Proceeds to invest in Eligible Investments (pending the purchase of  additional Collateral Obligations) and/or to the purchase of additional Collateral  Obligations;  (K) after the Reinvestment Period, to make payments in accordance with  the Debt Payment Sequence;  





 






  USActive 57779863.5 -206-  47427296.1  (L) after the Reinvestment Period, to pay the amounts referred to in  clause (K) of Section 11.1(a)(i) only to the extent not already paid (in the same  manner and order of priority stated therein);  (M) after the Reinvestment Period, to pay any Cumulative Deferred  Management Fee to the extent not already paid;  (N) to the payment of any obligations of the Issuer or to establish any  reserves determined by the Issuer to be necessary or desirable; and  (O) any remaining Principal Proceeds to be paid to the Holders of the  Subordinated Notes.  Notwithstanding anything to the contrary in clause (A) of Section 11.1(a)(ii), if the Issuer  is prohibited under subclause (ii) of clause (B) of Section 11.1(a)(i) from using Interest  Proceeds on a Payment Date to pay a portion of the Cumulative Deferred Management Fee  requested to be paid on such Payment Date pursuant to such subclause (ii), the Issuer may  not use Principal Proceeds to pay such portion of the Cumulative Deferred Management  Fee.  On the Stated Maturity of the Debt, 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 Debt, 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  Debt or (y) if the maturity of the Debt has been accelerated following an Event of Default  and has not been rescinded in accordance with the terms herein (such occurrence under  clause (y), an “Enforcement Event”), pursuant to Section 5.7, distributions and proceeds in  respect of the Assets will be applied at the date or dates fixed by the Trustee in the following  order of priority (the “Special Priority of Payments”):  (A) to the payment of (1) first, taxes and governmental fees owing by  the Issuer, 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; provided that following the commencement of the sale of Assets pursuant to  Section 5.5 or solely in connection with a Redemption of all Classes, or with respect  to any payments on the Stated Maturity, the Administrative Expense Cap shall be  disregarded;  (B) only in the case of an Enforcement Event, to the Revolver Funding  Account as directed by the Collateral Manager in an amount necessary to meet  funding requirements with respect to Delayed Drawdown Collateral Obligations  and Revolving Collateral Obligations;  





 






  USActive 57779863.5 -207-  47427296.1  (C) to the payment of the Aggregate Collateral Management Fee due  and payable (including any accrued and unpaid interest thereon) to the Collateral  Manager until such amount has been paid in full, other than any Cumulative  Deferred Management Fee, to the extent not already paid;  (D) to the payment of accrued and unpaid interest on the Class A-1  Notes, the Class A-1F Notes and the Class A-L Loans, pro rata, based on amounts  due (including any defaulted interest);  (E) to the payment of principal of the Class A-1 Notes, the Class A-1F  Notes and the Class A-L Loans, pro rata, based on the aggregate outstanding  amounts thereof, until such amounts have been paid in full;  (F) to the payment of accrued and unpaid interest on the Class B Notes  (including any defaulted interest);  (G) to the payment of principal of the Class B Notes, until the Class B  Notes have been paid in full;  (H) to the payment of (1) first, accrued and unpaid interest (excluding  Deferred Interest but including interest accrued thereon) on the Class C Notes and  (2) second, any Deferred Interest on the Class C Notes;  (I) to the payment of principal of the Class C Notes, until the Class C  Notes have been paid in full;  (J) to the payment of (1) first, accrued and unpaid interest (excluding  Deferred Interest but including interest accrued thereon) on the Class D Notes and  (2) second, any Deferred Interest on the Class D Notes;  (K) to the payment of the principal of the Class D Notes, until the Class  D Notes have been paid in full;  (L) to the payment of (in the same manner and order of priority stated  therein) any Administrative Expenses not paid pursuant to clause (B)(2) above due  to the limitation contained therein;  (M) to the payment of any Cumulative Deferred Management Fees to the  extent not already paid;  (N) to the payment of any obligations of the Issuer or to establish any  reserves determined by the Issuer to be necessary or desirable; and  (O) any remaining proceeds and distributions to be paid to the Holders  of the Subordinated Notes.  





 






  USActive 57779863.5 -208-  47427296.1  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.  (iv) On any Redemption Date (other than any Redemption Date that is also a  Payment Date) in connection with a Refinancing in part but not in whole, Refinancing  Proceeds and Partial Refinancing Interest Proceeds will be distributed in the following  order of priority (the “Priority of Partial Refinancing Proceeds”):  (A) to pay the Redemption Price (without duplication of any payments  received by the Holders of the Debt being redeemed pursuant to Section 11.1(a)(i)  or the Special Priority of Payments) of the Debt being redeemed in accordance with  the Debt Payment Sequence;  (B) to pay Administrative Expenses related to the Refinancing; and  (C) any remaining Refinancing Proceeds will be deposited in the  Interest Collection Subaccount as Interest Proceeds.  (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 or distribution in respect of all or any portion of the Collateral Management Fee  or Aggregate Collateral Management Fee payable or distributable and available to be paid or  distributed to it on any Payment Date in accordance with the Priority of Payments on any Payment  Date designated by the Collateral Manager (the “Waived Interest”). Any such Waived Interest  shall not thereafter become due and payable and any claim of the Collateral Manager therein will  be extinguished. In addition, the Collateral Manager may, in its sole discretion, defer all or any  portion of the Collateral Management Fee. Pursuant to the terms of the Collateral Management  Agreement, Nuveen Churchill Direct Lending Corp. (in its capacity as Collateral Manager  thereunder) shall agree that, notwithstanding anything to the contrary contained therein or in any  other Transaction Document, it will irrevocably waive the Collateral Management Fee on each  Distribution Date so long as Nuveen Churchill Direct Lending Corp. acts as Collateral Manager  thereunder; provided that, for the avoidance of doubt, any successor collateral manager shall be  entitled to all or any portion of the Collateral Management Fees pursuant to the terms of the  





 






  USActive 57779863.5 -209-  47427296.1  Collateral Management Agreement and payable in accordance with the Priority of Payments.   Pursuant to a direction letter delivered to the Trustee and the Collateral Administrator prior to the  end of the applicable Collection Period, any such successor collateral manager will be entitled to  receive or waive the Collateral Management Fees in its discretion pursuant to the terms of the  Collateral Management Agreement, and will not be required to, although such successor collateral  manager may, waive the Collateral Management Fees on any Distribution Date occurring after  such appointment.  (e) All payments on the Class A-L Loans shall be deposited into the Class A-L  Loan Account for distribution by the Loan Agent to the Holders of the Class A-L Loans.  ARTICLE XII    SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL  COLLATERAL OBLIGATIONS  Section 12.1 Sales of Collateral Obligations.  Subject to the satisfaction of the  conditions specified in Section 12.4, the Collateral Manager on behalf of the Issuer may (except  as otherwise specified in this Section 12.1) direct the Trustee to sell and the Trustee shall sell on  behalf of the Issuer in the manner directed by the Collateral Manager any Collateral Obligation or  Equity Security if, as certified by the Collateral Manager (which may be deemed satisfied by  delivery of an Issuer Order or other instruction, trade ticket or direction), such sale meets the  requirements of any one of paragraphs (a) through (i) of this Section 12.1 (subject in each case to  any applicable requirement of disposition under Section 12.1(h) and provided that if an Event of  Default has occurred and is continuing, the Collateral Manager may not direct the Trustee to sell  any Collateral Obligation or Equity Security pursuant to Section 12.1(e), Section 12.1(f) or  Section 12.1(g)).  For purposes of this Section 12.1, the Sale Proceeds of a Collateral Obligation  sold by the Issuer shall include any Principal Financed Accrued Interest and Principal Financed  Capitalized Interest received in respect of such sale.  (a) Credit Risk Obligations.  The Collateral Manager may direct the Trustee to  sell any Credit Risk Obligation at any time.  (b) Credit Improved Obligations.  The Collateral Manager may direct the  Trustee to sell any Credit Improved Obligation at any time.  (c) Defaulted Obligations.  The Collateral Manager may direct the Trustee to  sell any Defaulted Obligation at any time.  With respect to each Defaulted Obligation that remained  a Defaulted Obligation for a continuous period of three years after becoming a Defaulted  Obligation and has not been sold or terminated during such three year period, the Market Value  and the Principal Balance of such Defaulted Obligation shall be deemed to be zero.  (d) Equity Securities.  The Collateral Manager, on behalf of the Issuer, may  direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable  efforts to effect the sale of any Equity Security within 45 days after receipt, regardless of price, if  such Equity Security constitutes Margin Stock, unless such sale is prohibited by applicable law or  





 






  USActive 57779863.5 -210-  47427296.1  contractual restriction, in which case such Equity Security shall be sold as soon as such sale is  permitted by applicable law or such contract.  (e) Optional Redemption or Clean-Up Call Redemption.  After the Trustee has  received notice in accordance with this Indenture of an Optional Redemption of the Secured Debt  in accordance with Section 9.2 or a Clean-Up Call Redemption in accordance with Section 9.8, if  necessary to effect such Optional Redemption or Clean-Up Call Redemption, the Collateral  Manager shall direct the Trustee to sell (which sale may be through participation or other  arrangement) all or a portion of the Collateral Obligations if the requirements of Article IX  (including the certification requirements of Section 9.4(e)(ii), if applicable) are satisfied.  If any  such sale is made through participations, the Issuer shall use reasonable efforts to cause such  participations to be converted to assignments within six months after the sale.  (f) Tax Redemption.  After a Majority of an Affected Class or a Majority of  the Subordinated Notes has directed (by a written direction delivered to the Trustee) a Tax  Redemption, the Collateral Manager shall, if necessary to effect such Tax Redemption, direct the  Trustee to sell (which sale may be through participation or other arrangement) all or a portion of  the Collateral Obligations if the requirements of Article IX (including the certification  requirements of Section 9.4(e)(ii), if applicable) are satisfied.  If any such sale is made through  participations, the Issuer shall use reasonable efforts to cause such participations to be converted  to assignments within six months after the sale.  (g) Discretionary Sales.  The Collateral Manager may direct the Trustee to sell  any Collateral Obligation (other than a Credit Risk Obligation, Credit Improved Obligation,  Defaulted Obligation or Equity Security) at any time other than during a Restricted Trading Period  if after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations  sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or,  for the first 12 calendar months after the Closing Date, during the period commencing on the  Closing Date) is not greater than 30% of the Collateral Principal Amount as of the Determination  Date immediately preceding the first day of such 12 calendar month period (or as of the Closing  Date, as the case may be); provided that for purposes of determining the percentage of Collateral  Obligations sold during any such period, the amount of Collateral Obligations so sold shall be  reduced to the extent of any purchases of (or irrevocable commitments to purchase) Collateral  Obligations of the same Obligor (which are pari passu or senior to such sold Collateral Obligations)  occurring within 45 Business Days after such sale, so long as such sale of a Collateral Obligation  was entered into with the intention of purchasing such Collateral Obligations of the same Obligor.  (h) Mandatory Sales.  The Collateral Manager on behalf of the Issuer shall use  its commercially reasonable efforts to effect the sale (regardless of price) of any Collateral  Obligation that (i) no longer meets the criteria described in clause (vii) of the definition of  “Collateral Obligation”, within 18 months after the failure of such Collateral Obligation to meet  such criteria or (ii) no longer meets the criteria described in clause (vi) of the definition of  “Collateral Obligation” within 45 days after the failure of such Collateral Obligation to meet such  criteria.  (i) Material Covenant Defaults; Maturity Amendments.  The Collateral  Manager may direct the Trustee at any time without restriction to sell any Collateral Obligation  





 






  USActive 57779863.5 -211-  47427296.1  that (i) has a Material Covenant Default or (ii) becomes subject to a proposed Maturity  Amendment; provided the Collateral Manager either would not be permitted to, or would not elect  to recommend that the Issuer, enter into such Maturity Amendment pursuant to the Collateral  Manager Standard or any provision of this Indenture or the Collateral Management Agreement.  (j) Stated Maturity.  The Collateral Manager shall direct the Trustee pursuant  to commercially reasonable arrangements to sell any Collateral Obligation in order to repay the  Debt at its Stated Maturity.  (k) Equity Securities; Exercise of Warrants.  The Issuer shall not exercise any  warrant or other similar right received in connection with a workout or a restructuring of a  Collateral Obligation that requires a payment that results in receipt of an Equity Security unless  the Collateral Manager on the Issuer’s behalf certifies to the Trustee (which shall be deemed given  upon delivery of any related Issuer Order or other instruction, trade ticket or direction) that (i)  exercising the warrant or other similar right is necessary for the Issuer to realize the value of the  workout or restructuring and (ii) the Collateral Manager and the Issuer has received advice of  counsel that such exercise, payment and retention, in and of themselves, should not cause the Issuer  to fail to qualify as a loan securitization under the Volcker Rule or result in the Issuer becoming a  “covered fund” under the Volcker Rule; provided, that Interest Proceeds may not be used to  exercise any warrant or other similar right (a) if such use would likely result, in the Collateral  Manager’s reasonable discretion, in a deferral of the payment of interest on the Debt on the next  succeeding Payment Date and (b) unless, after giving effect to such use, each Coverage Test is  satisfied.  Section 12.2 Purchase of Additional Collateral Obligations.  On any date during  the Reinvestment Period, the Collateral Manager on behalf of the Issuer may, pursuant to an Issuer  Order or trade ticket delivered by an Officer of the Collateral Manager on behalf of the Issuer  (which shall be deemed to constitute a certification that any related conditions have been satisfied),  subject to the other requirements in this Indenture, direct the Trustee to invest Principal Proceeds,  proceeds of additional debt issued pursuant to Section 2.13 and 3.2, amounts on deposit in the  Ramp-Up Account, Principal Financed Accrued Interest and Principal Financed Capitalized  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 such amounts on behalf of the Issuer; provided that in accordance with  Section 12.2(d), Cash on deposit in any Account (other than the Payment Account) may be  invested in Eligible Investments following the Reinvestment Period.  (a) Investment Criteria.  No obligation may be purchased by the Issuer unless  each of the following conditions is satisfied as of the date the Collateral Manager commits on  behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager  after giving effect to such purchase and all other sales or purchases previously or simultaneously  committed to; provided that the conditions set forth in clauses (ii), (iii) and (iv) below need only  be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective  Date (the “Investment Criteria”):  (i) such obligation is a Collateral Obligation;  





 






  USActive 57779863.5 -212-  47427296.1  (ii) if the commitment to make such purchase occurs on or after the Effective  Date (or in the case of the Interest Coverage Tests, on or after the Interest Coverage  Effective Date), each Coverage Test will be satisfied, or if not satisfied, will be maintained  or improved; provided that if any of the Coverage Tests are not satisfied, Principal Proceeds  received in respect of Defaulted Obligations may not be reinvested;  (iii) (A) in the case of an additional Collateral Obligation purchased with the  proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the  Aggregate Principal Balance of all additional Collateral Obligations purchased with the  proceeds from such sale will at least equal the Sale Proceeds from such sale, (2) the  Aggregate Principal Balance of the Collateral Obligations will be maintained or increased  (when compared to the Aggregate Principal Balance of the Collateral Obligations  immediately prior to such sale) or (3) the Adjusted Collateral Principal Amount (excluding  the Collateral Obligation being sold but including, without duplication, the Collateral  Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are  not applied to the purchase of such additional Collateral Obligation) will be greater than  the Reinvestment Target Par Balance and (B) in the case of any other purchase of additional  Collateral Obligations purchased with the proceeds from the sale of a Collateral Obligation,  either (1) the Aggregate Principal Balance of the Collateral Obligations will be maintained  or increased (when compared to the Aggregate Principal Balance of the Collateral  Obligations immediately prior to such sale) or (2) the Adjusted Collateral Principal  Amount (excluding the Collateral Obligation being sold but including, without duplication,  the Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such  sale that are not applied to the purchase of such additional Collateral Obligation) will be  greater than the Reinvestment Target Par Balance;  (iv) either (A) each requirement or test, as the case may be, of the Concentration  Limitations and the Collateral Quality Test will be satisfied or (B) if any such requirement  or test was not satisfied immediately prior to such investment, such requirement or test will  be maintained or improved after giving effect to the investment; provided that, with respect  to proceeds from the sale of Credit Risk Obligations, Equity Securities, and Defaulted  Obligations, the S&P CDO Monitor Test shall not apply;  (v) the date on which the Issuer (or the Collateral Manager on its behalf)  commits to purchase such Collateral Obligation occurs during the Reinvestment Period;  (vi) [Reserved];  (vii) such purchase would not cause an EU/UK Retention Deficiency; and  (viii) after giving effect to the settlement of such purchase, the EU/UK Retention  Holder will have, itself or through related entities (including without limitation the Issuer),  directly or indirectly been involved in the original agreements which created over 50%  (measured by total nominal amount) of the Collateral Obligations that are owned by the  Issuer (in the manner described in the last paragraph under “The EU/UK Retention Holder  and EU/UK Risk Retention Requirements—Origination of Collateral Obligations” in the  Offering Circular).  





 






  USActive 57779863.5 -213-  47427296.1  If the Issuer has entered into a written trade ticket or other written binding commitment to purchase  a Collateral Obligation during the Reinvestment Period which purchase is not scheduled to settle  prior to the end of the Reinvestment Period (such Collateral Obligation, a “Post-Reinvestment  Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall be  treated as having been purchased by the Issuer prior to the end of the Reinvestment Period for  purposes of the Investment Criteria, and Principal Proceeds received after the end of the  Reinvestment Period may be applied to the payment of the purchase price of such  Post-Reinvestment Period Settlement Obligation.  (b) Trading Plan Period.  For purposes of calculating compliance with the  Investment Criteria, at the election of the Collateral Manager in its sole discretion and with prior  notice to the Trustee and the Collateral Administrator, any proposed investment (whether a single  Collateral Obligation or a group of Collateral Obligations) identified as such in such notice by the  Collateral Manager 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 the ten Business Days following the date of determination of  such compliance (such period, the “Trading Plan Period”); provided that (t) no Trading Plan Period  may include a Determination Date, (u) no Trading Plan may result in the averaging of the purchase  price of one or more Collateral Obligations purchased at separate times for the purpose of  determining whether any particular Collateral Obligation is a Discount Obligation, (v) no Trading  Plan may result in the purchase of Collateral Obligations having an aggregate principal balance  that exceeds 5.0% of the Collateral Principal Amount as of the first day of the Trading Plan Period,  (w) no more than one Trading Plan may be in effect at any time during a Trading Plan Period,  (x) if the Investment Criteria are satisfied prospectively after giving effect to a Trading Plan but  are not satisfied upon the expiry of the related Trading Plan Period, notice will be given to S&P  and the Issuer shall satisfy the S&P Rating Condition for each subsequent Trading Plan until a  subsequent Trading Plan (for which the S&P Rating Condition has been satisfied) is successfully  completed, (y) no Trading Plan may include a Collateral Obligation with an Average Life of less  than 6 months from the date such Collateral Obligation is purchased under such Trading Plan and  (z) the difference between the shortest Average Life and the longest Average Life of any two  Collateral Obligations included in such Trading Plan shall be less than or equal to two and a half  years; provided further that the Collateral Manager may modify any Trading Plan during the  related Trading Plan Period (with notice to the Trustee and the Collateral Administrator), and such  modification will not be deemed to constitute a failure of such Trading Plan so long as such  Trading Plan is otherwise in compliance.  Notice of any Trading Plan from the Collateral Manager  shall include the details of such Trading Plan (including the proposed amendments and/or proposed  investments identified by the Collateral Manager for acquisition or entry, as applicable, as part of  such Trading Plan).  The Collateral Manager will provide notice to the Trustee and the Collateral  Administrator promptly after a Trading Plan is executed, and the Trustee will post such notice on  the Trustee’s website, and the Trustee will report the details of any such Trading Plan provided by  the Collateral Manager (including the proposed amendments and/or proposed investments  identified by the Collateral Manager for acquisition or entry, as applicable, as part of such Trading  Plan) by a providing a copy of the notice from the Collateral Manager on a dedicated page of the  Monthly Report pursuant to Section 10.8(a) hereof.  (c) Certification by Collateral Manager.  Not later than the Cut-Off Date for  any Collateral Obligation purchased in accordance with this Section 12.2, the Collateral Manager  





 






  USActive 57779863.5 -214-  47427296.1  shall deliver by e-mail or other electronic transmission to the Trustee a Responsible Officer’s  certificate of the Collateral Manager certifying that such purchase complies with this Section 12.2  and Section 12.4.  The Trustee hereby agrees to post any notice received from the Collateral  Manager of any Trading Plan entered into by the Issuer and provided to the Trustee by the  Collateral Manager pursuant to Section 12.2(b) on the Trustee’s website.  (d) Investment in Eligible Investments.  Cash on deposit in any Account (other  than the Payment Account) may be invested at any time in Eligible Investments in accordance with  Article X.  (e) Volcker Rule Obligation.  Neither the Issuer nor the Collateral Manager on  the Issuer’s behalf will purchase any Volcker Rule Obligation.  (f) Workout Loans.  Notwithstanding anything in this Indenture to the contrary,  at any time, the Collateral Manager may direct the Trustee to apply Interest Proceeds, Principal  Proceeds or amounts designated for a Permitted Use to acquire a Workout Loan; provided, that (i)  Interest Proceeds may not be used to acquire Workout Loans (a) if such use would likely result, in  the Collateral Manager’s reasonable discretion, in a deferral of the payment of interest on the Debt  on the next succeeding Payment Date and (b) unless all Coverage Tests are satisfied and (ii)  Principal Proceeds may not be used to acquire Workout Loans unless the Workout Loan Payment  Condition is satisfied in connection therewith.  Notwithstanding anything in this Indenture to the  contrary, the purchase of a Workout Loan is not required to satisfy the Investment Criteria.  (g) Restructured Loans and Specified Equity Securities.  The Collateral  Manager may direct the Trustee to apply amounts designated for a Permitted Use to acquire a  Restructured Loan or Specified Equity Security.  Section 12.3 Reserved.  Section 12.4 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 a Person Affiliated with the Collateral Manager (or with an account or portfolio for which the  Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in  accordance with the requirements of Section 5 of the Collateral Management Agreement on terms  no less favorable to the Issuer than would be the case if such Person were not so Affiliated,  provided that the Trustee shall have no responsibility to oversee compliance with this clause (a)  by the other parties.  (b) Upon any acquisition of a Collateral Obligation pursuant to this Article XII,  all of the Issuer’s right, title and interest to the Asset or Assets shall be Granted to the Trustee  pursuant to this Indenture, such Asset or Assets shall be Delivered to the Custodian, and, if  applicable, the Custodian shall receive such Asset or Assets.  The Trustee shall also receive, not  later than the Cut-Off Date, an Officer’s certificate of the Issuer containing the statements set forth  in Section 3.1(h); 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 an Issuer Order, trade ticket or other instruction in respect thereof.  





 






  USActive 57779863.5 -215-  47427296.1  (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 Debtholders evidencing at least (i) with respect to purchases  during the Reinvestment Period and sales during or after the Reinvestment Period, 75% of the  Aggregate Outstanding Amount of each Class of Debt and (ii) with respect to purchases after the  Reinvestment Period, 100% of the Aggregate Outstanding Amount of each Class of Debt and  (2) of which S&P 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.  Section 12.5 Hedging.  The Issuer will not enter into any hedging transaction or  derivatives (each, a “Hedge Agreement”) without (a) first obtaining an Opinion of Counsel that  (i) such action will not cause the Issuer to be deemed a “covered fund” under the Volcker Rule  and (ii) such hedging or derivatives transaction will not require the Collateral Manager or the  Trustee to register as a “commodity pool operator” with the Commodity Futures Trading  Commission with respect to the Issuer, (b) first obtaining a certification from the Collateral  Manager that (i) the written terms of the derivative directly relate to the Collateral Obligations and  the Debt and (ii) such derivative reduces the interest rate and/or foreign exchange risks related to  the Collateral Obligations and the Debt, (c) for so long as any Class A Debt is Outstanding, the  consent of a Majority of the Class A Debt and (d) satisfaction of the S&P Rating Condition.  ARTICLE XIII    NOTEHOLDERS’ RELATIONS  Section 13.1 Subordination.  (a) Anything in this Indenture or the Debt to the  contrary notwithstanding, the Holders of each Class of Debt that constitute a Junior Class agree  for the benefit of the Holders of the Debt of each Priority Class with respect to such Junior Class  that such Junior Class shall be subordinate and junior to the Debt of each such Priority Class to the  extent and in the manner expressly set forth in the Priority of Payments.  (b) The Holders of each Class of Debt and beneficial owners of each Class of  Debt agree, for the benefit of all Holders of each Class of Debt and beneficial owners of each Class  of Debt, not to cause the filing of a petition in bankruptcy, insolvency or a similar proceeding in  the United States or any other jurisdiction against the Issuer until the payment in full of all Debt  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.  If any holder causes the filing  of a petition in bankruptcy or winding-up against the Issuer prior to the expiration of the period  specified in the previous sentence, any claim that such holder has against the Issuer (including  under all Secured Debt of any Class held by such holders) 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 of any Secured Debt (and each other secured creditor of the  Issuer) that does not seek to cause any such filing, with such subordination being effective until  





 






  USActive 57779863.5 -216-  47427296.1  each Secured Debt held by each holder (and each claim of each other secured creditor of the Issuer)  that does not seek to cause any such filing is paid in full in accordance with the Priority of Payments  (after giving effect to such subordination).  This agreement shall constitute a “subordination  agreement” within the meaning of Section 510(a) of the Bankruptcy Code.  The Issuer shall direct  the Trustee to segregate payments and take other reasonable steps to effect the foregoing.  The  Issuer may obtain and assign a separate CUSIP or CUSIPs to the Debt of each Class held by such  Holder(s).  (c) The foregoing restrictions are a material inducement for each Holder and  beneficial owner of the Debt to acquire the Debt and for the Issuer and the Collateral Manager to  enter into this Indenture (in the case of the Issuer) and the other applicable Transaction Documents  and are an essential term of this Indenture.  Any Holder or beneficial owner of Debt or either of  the Issuer may seek and obtain specific performance of such restrictions (including injunctive  relief), including, without limitation, in any bankruptcy, reorganization, arrangement, insolvency,  moratorium or liquidation proceedings, or other proceedings under United States federal or state  bankruptcy law or similar laws.  Section 13.2 Standard of Conduct.  In exercising any of its or their voting rights,  rights to direct and consent or any other rights as a Holder under this Indenture, a Holder or Holders  shall not have any obligation or duty to any Person or to consider or take into account the interests  of any Person and shall not be liable to any Person for any action taken by it or them or at its or  their direction or any failure by it or them to act or to direct that an action be taken, without regard  to whether such action or inaction benefits or adversely affects any Holder, the Issuer, or any other  Person, except for any liability to which such Holder may be subject to the extent the same results  from such Holder’s taking or directing an action, or failing to take or direct an action, in bad faith  or in violation of the express terms of this Indenture.  ARTICLE XIV    MISCELLANEOUS  Section 14.1 Form of Documents Delivered to Trustee.  In any case where several  matters are required to be certified by, or covered by an opinion of, any specified Person, it is not  necessary that all such matters be certified by, or covered by the opinion of, only one such Person,  or that they be so certified or covered by only one document, but one such Person may certify or  give an opinion with respect to some matters and one or more other such Persons as to other  matters, and any such Person may certify or give an opinion as to such matters in one or several  documents.  Any certificate or opinion of an Officer of the Issuer or the Collateral Manager may  be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations  by, counsel (provided that such counsel is a nationally or internationally recognized and reputable  law firm, one or more of the partners of which are admitted to practice before the highest court of  any State of the United States or the District of Columbia which law firm may, except as otherwise  expressly provided herein, be counsel for the Issuer), unless such Officer knows, or should know,  that the certificate or opinion or representations with respect to the matters upon which such  certificate or opinion is based are erroneous.  Any such certificate of an Officer of the Issuer or the  





 






  USActive 57779863.5 -217-  47427296.1  Collateral Manager or Opinion of Counsel may be based, insofar as it relates to factual matters,  upon a certificate or opinion of, or representations by, the Issuer, the Collateral Manager or any  other Person (on which the Trustee shall be entitled to rely), stating that the information with  respect to such factual matters is in the possession of the Issuer, the Collateral Manager or such  other Person, unless such Officer of the Issuer or the Collateral Manager or such counsel knows  that the certificate or opinion or representations with respect to such matters are erroneous.  Any  Opinion of Counsel may also be based, insofar as it relates to factual matters, upon a certificate or  opinion of, or representations by, an Officer of the Collateral Manager or of the Issuer, stating that  the information with respect to such matters is in the possession of the Collateral Manager or of  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).  Each of the Bank and U.S. Bank National Association (in any capacity under the  Transaction Documents) agrees to accept and act upon instructions or directions pursuant to any  Transaction Document sent by unsecured email, facsimile transmission or other similar unsecured  electronic methods.  If such person elects to give the Bank or U.S. Bank National Association  email or facsimile instructions (or instructions by a similar electronic method) and the Bank or  U.S. Bank National Association in its discretion elects to act upon such instructions, the Bank’s or  U.S. Bank National Association’s, as applicable, reasonable understanding of such instructions  shall be deemed controlling.  The Bank and U.S. Bank National Association shall not be liable for  any losses, costs or expenses arising directly or indirectly from the Bank’s and U.S. Bank National  Association’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 and U.S. Bank National  Association, including without limitation the risk of the Bank and U.S. Bank National Association  acting on unauthorized instructions, and the risk of interception and misuse by third parties and  acknowledges and agrees that there may be more secure methods of transmitting such instructions  than the method(s) selected by it and agrees that the security procedures (if any) to be followed in  connection with its transmission of such instructions provide to it a commercially reasonable  degree of protection in light of its particular needs and circumstances.  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  





 






  USActive 57779863.5 -218-  47427296.1  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 Debt instruments held by any Person, and the date of such Person’s holding the same,  shall be proved by the Registers, as applicable.  (d) Any request, demand, authorization, direction, notice, consent, waiver or  other action by the Holder of any Debt shall bind the Holder (and any transferee thereof) of such  and of every Debt instrument 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 Debt instrument.  (e) Notwithstanding anything herein to the contrary, a holder of a beneficial  interest in a Global Note will have the right to receive access to reports on the Trustee’s website  and will be entitled to exercise rights to vote, give consents and directions which holders of the  related Class of Debt 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.  Section 14.3 Notices, etc. to Certain Parties.  (a) Any request, demand, authorization, direction, instruction, order, notice,  consent, waiver or Act of Debtholders 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 and the Loan Agent 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 the 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  or Officer (as applicable) of the entity sending such request, demand, authorization,  





 






  USActive 57779863.5 -219-  47427296.1  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 the Bank (in any capacity hereunder) will be deemed effective only upon  receipt thereof by a Trust Officer of the Bank in such capacity;  (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, by electronic mail, or by facsimile in legible  form, to the Issuer addressed to it at c/o Churchill Asset Management LLC, 430 Park  Avenue, 14th Floor, New York, New York 10022, Attention: Marissa Short, Fund  Controller, Email: Marissa.Short@churchillam.com, with a copy to: Nuveen Churchill  Direct Lending Corp., 8500 Andrew Carnegie Blvd., Charlotte, North Carolina 28262,  Attention: John D. McCally, Email: John.McCally@nuveen.com, 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 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, by electronic mail or by facsimile in legible form, to the Collateral Manager  addressed to it at c/o Churchill Asset Management LLC, 430 Park Avenue, 14th Floor,  New York, New York 10022, Attention:  Marissa Short, Funds Controller, email:   marissa.short@churchillam.com, with a copy to the Collateral Manager addressed to it at  8500 Andrew Carnegie Blvd., Charlotte, North Carolina 28262, Attention:  John D.  McCally, email:  John.McCally@nuveen.com and with a copy to the Sub-Advisor  addressed to it at Churchill Asset Management LLC, 430 Park Avenue, 7th Floor, New  York, New York 10022, Attention:  Shai Vichness, email:   Shai.Vichness@churchillam.com with a copy to Luke Garriton, email:   Luke.Garriton@churchillam.com or at any other address previously furnished in writing to  the parties hereto;  (iv) the Initial Purchaser shall be sufficient for every purpose hereunder if in  writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier  service or by facsimile in legible form, addressed to Wells Fargo Securities, LLC, 550  South Tryon Street, Charlotte, North Carolina 28202, Attention:  Corporate Debt Finance,  or at any other address subsequently furnished in writing to the Issuer and the Trustee by  Wells Fargo Securities, LLC;  (v) the Co-Placement Agent shall be sufficient for every purpose hereunder if  in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier  service or by facsimile in legible form, addressed to NatWest Markets Plc, 250  Bishopsgate, London EC2M 4AA, Email:  PrivateFinancingSecuritisedProductsCorporates@natwestmarkets.com, or at any other  address subsequently furnished in writing to the Issuer and the Trustee by NatWest Markets  Plc;  (vi) the Collateral Administrator shall be sufficient for every purpose hereunder  if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt  





 






  USActive 57779863.5 -220-  47427296.1  requested, hand delivered, sent by overnight courier service guaranteeing next day  delivery, by electronic mail, or by facsimile in legible form to U.S. Bank Trust Company,  National Association, as Collateral Administrator, 214 N. Tryon Street, 26th Floor,  Charlotte, North Carolina 28202, Attention:  Global Corporate Trust – Churchill NCDLC  CLO-I, LLC, Email:  Churchill.middle.market.clo.v@usbank.com, with a copy to  jennifer.maldonado3@usbank.com, as Collateral Administrator, or at any other address  previously furnished in writing to the other parties hereto; and  (vii) S&P 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 S&P addressed to it at S&P Global Ratings,  55 Water Street, 41st Floor, New York, New York 10041-0003 or by facsimile in legible  form to facsimile no. (212) 438 2655, Attention:  Structured Credit–CDO Surveillance or  by electronic copy to CDO_Surveillance@spglobal.com; provided that (w) in respect of  any application for a ratings estimate by S&P in respect of a Collateral Obligation,  Required S&P Credit Estimate Information must be submitted to  creditestimates@spglobal.com, (x) in respect of any request for satisfaction of the S&P  Rating Condition in connection with the Effective Date, Required S&P Credit Estimate  Information must be submitted to CDOEffectiveDatePortfolios@spglobal.com, (y) in  connection with the occurrence of any Specified Amendment in respect of an asset with an  outstanding S&P credit ratings estimate or in connection with any notice to be delivered  pursuant to clause (c)(ii) of the definition of “S&P Rating”,  CreditEstimates@spglobal.com; otherwise, CDO_Surveillance@spglobal.com and (z) in  respect of any correspondence relating to the S&P CDO Monitor (or related definitions),  CDOMonitor@spglobal.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 or the Class A-L Loan Agreement 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  Notes, e-mailed to DTC), to each Holder affected by such event, at the address of such Holder as  it appears in the applicable Register not earlier than the earliest date and not later than the latest  date prescribed for the giving of such notice;   





 






  USActive 57779863.5 -221-  47427296.1  (b) for so long as any Debt is listed on Euronext Dublin and the listing  guidelines of Euronext Dublin so require, notices to the Holders of such Debt shall also be sent to  Euronext Dublin; and  (c) such notice shall be in the English language.  Any such notices shall be deemed to have been given on the date of such mailing,  transmission or posting, as applicable.  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.  In lieu of the foregoing, notices  for Holders may also be posted to the Trustee’s website.  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 Debt (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 Debtholder status.  Neither the failure to mail or otherwise deliver any notice, nor any defect in any  notice so mailed or otherwise delivered, 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.  





 






  USActive 57779863.5 -222-  47427296.1  Section 14.7 Severability.  If any term, provision, covenant or condition of this  Indenture or the Debt, 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  Debt, 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 Debt, as the case may be, so long as  this Indenture or the Debt, 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 Debt, 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 Debt, 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 Debt and (to the extent provided herein) and the other Secured  Parties any benefit or any legal or equitable right, remedy or claim under this Indenture.  Section 14.9 Reserved.  Section 14.10 GOVERNING LAW.  THIS INDENTURE AND EACH DEBT  INSTRUMENT, AND ANY MATTER ARISING OUT OF OR RELATING IN ANY WAY  WHATSOEVER TO THIS INDENTURE OR ANY DEBT (WHETHER IN CONTRACT, TORT  OR OTHERWISE), SHALL BE CONSTRUED IN ACCORDANCE WITH AND 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 DEBT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  Each  party hereby (i) certifies that no representative, agent or attorney of the other has represented,  





 






  USActive 57779863.5 -223-  47427296.1  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 the Debt may be executed in any  number of counterparts, each of which so executed shall be deemed to be an original, but all such  counterparts shall together constitute but one and the same instrument.  Any signature (including,  without limitation, any facsimile or electronic transmission, including .pdf file, .jpeg file or  electronic signature complying with the U.S. federal ESIGN Act of 2000, including Orbit, Adobe  Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Issuer and  reasonably available at no undue burden or expense to the Trustee (including any symbol or  process attached to, or associated with, a contract or other record and adopted by a Person with the  intent to sign, authenticate or accept such contract or record)) hereto or to any other certificate,  agreement or document related to the transactions contemplated by this Indenture, and any contract  formation or record-keeping, in each case, through electronic means, including, without limitation,  through e-mail or portable document format, shall have the same legal validity and enforceability  as a manually executed signature or use of a paper-based record-keeping system to the fullest  extent permitted by applicable law.  For the avoidance of doubt, the foregoing also applies to any  amendment, supplement, restatement, extension or renewal of this Indenture.  Each party hereto  represents and warrants to the other parties hereto that (i) it has the corporate or other applicable  entity capacity and authority to execute this Indenture (and any other documents to be delivered in  connection therewith) through electronic means, (ii) any electronic signatures of such party  appearing on this Indenture (or such other documents) shall be treated in the same way as  handwritten signatures for the purposes of validity, enforceability and admissibility of this  Indenture (or any such other document) and (iii) the execution of this Indenture (or any such other  document) by such party through such electronic means is not restricted by, and does not  contravene, such party’s constitutive documents or applicable law.  Any document electronically  signed in a manner consistent with the foregoing provisions shall be valid so long as it is delivered  by a Responsible Officer or Officer (as applicable) of the executing Person or by any person  reasonably understood to be acting on behalf of such Person.  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.  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 S&P and to comply with the provisions of this Section and Section 14.16, unless  otherwise agreed to in writing by the Collateral Manager.  Section 14.15 Confidential Information.  (a) The Trustee, the Loan Agent, the  Collateral Administrator and each Holder of Debt 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  





 






  USActive 57779863.5 -224-  47427296.1  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 Debt; (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 Debt; (iii) any other Holder, or any of the other parties  to this Indenture, the Class A-L Loan Agreement, 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 Debt or any security  of the Issuer in accordance with the requirements of Section 2.5 hereof to which such Person sells  or offers to sell any such Debt or security or any part thereof; (v) any federal or state or other  regulatory, governmental or judicial authority having jurisdiction over such Person; (vi) 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; (vii) S&P or any NRSRO (subject  to Section 14.16); (viii) any other Person with the consent of the Issuer and the Collateral Manager;  (ix) any other disclosure that is permitted under this Indenture, the Class A-L Loan Agreement or  the Collateral Administration Agreement 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 Debt, the Class A-L Loan Agreement or this Indenture or  (E) in the Trustee’s, the Loan Agent’s or Collateral Administrator’s performance of its obligations  under this Indenture, the Class A-L Loan Agreement, the Collateral Administration Agreement or  the other transaction document related thereto; and provided that delivery to the Holders by the  Trustee, the Loan Agent or the Collateral Administrator of any report of information required by  the terms of this Indenture to be provided to Holders shall not be a violation of this Section 14.15.   Each Holder or beneficial owner of Debt will, by its acceptance of its Debt, be deemed to have  agreed, except as set forth in clauses (v), (vi) and (ix) above, that it shall use the Confidential  Information for the sole purpose of making an investment in the Debt or administering its  investment in the Debt; and that the Trustee, the Loan Agent and the Collateral Administrator shall  neither be required nor authorized to disclose to Holders any Confidential Information in violation  of this Section 14.15.  In the event of any required disclosure of the Confidential Information by  such Holder or beneficial owner such Holder or beneficial owner will, by its acceptance of its  Debt, be deemed to have agreed to use reasonable efforts to protect the confidentiality of the  Confidential Information.  Each Holder or beneficial owner of Debt, by its acceptance of such  Debt, 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)).  





 






  USActive 57779863.5 -225-  47427296.1  (b) For the purposes of this Section 14.15, (A) “Confidential Information”  means information delivered to the Trustee, the Loan Agent, the Collateral Administrator or any  Holder of Debt by or on behalf of the Issuer, the Collateral Manager or any of their respective  affiliates in connection with and relating to the Issuer, the Retention Holder, the Collateral  Manager or any of their respective affiliates or the transactions contemplated by or otherwise  pursuant to this Indenture and the other Transaction Documents (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 Loan Agent, the Collateral  Administrator or such Holder prior to the time of such disclosure; (ii) subsequently becomes  publicly known through no act or omission by the Trustee, the Loan Agent, the Collateral  Administrator, any Holder or any Person acting on behalf of the Trustee, the Loan Agent, the  Collateral Administrator or any Holder; (iii) otherwise is known or becomes known to the Trustee,  the Loan Agent, the Collateral Administrator or any Holder other than (x) through disclosure by  the Issuer, the Collateral Manager or any of their respective affiliates, as applicable, or (y) to the  knowledge of the Trustee, the Loan Agent, the Collateral Administrator or a Holder, as the case  may be, in each case after reasonable inquiry, as a result of the breach of a fiduciary duty or a  contractual duty to the Issuer, the Collateral Manager or any of their respective affiliates, as  applicable; or (iv) is allowed to be treated as non-confidential with the prior written consent of the  Issuer; and (B) “Specified Obligor Information” means Confidential Information relating to  Obligors that is not otherwise included in the Monthly Reports or Distribution Reports or the  disclosure of which would be prohibited by applicable law or the Underlying Documents relating  to such Obligor’s Collateral Obligation.  (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 and under the  Collateral Administration Agreement or the other Transaction Documents.  Section 14.16 17g-5 Information.  (a) The Issuer shall comply with their  obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”), by its or its  agent’s posting on the 17g-5 Website, no later than the time such information is provided to S&P,  all information that the Issuer or other parties on its behalf, including the Trustee and the Collateral  Manager, provide to S&P for the purposes of determining the Initial Ratings of the Secured Debt  or undertaking credit rating surveillance of the Debt (the “17g-5 Information”); provided, that no  party other than the Issuer, the Trustee or the Collateral Manager may provide information to S&P  on the Issuer’s behalf without the prior written consent of the Collateral Manager.  At all times  while any Secured Debt is rated by S&P or any other NRSRO, the Issuer shall engage a third-party  to post 17g-5 Information to the 17g-5 Website.  On the Closing Date, the Issuer shall engage the  Collateral Administrator (in such capacity, the “Information Agent”), to post 17g-5 Information it  receives from the Issuer, the Trustee or the Collateral Manager to the 17g-5 Website in accordance  with the Collateral Administration Agreement.  All information to be posted shall be provided to  the Information Agent in an electronic format readable and uploadable (e.g., that is not locked or  corrupted) by e-mail to CHURCHILL.NCDLC.CLO-I.LLC.17g5@usbank.com and specifying  “Churchill NCDLC CLO-I” and labeled for delivery to S&P.  





 






  USActive 57779863.5 -226-  47427296.1  (b) 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, S&P  in writing in accordance with its obligations under this Indenture, the Collateral Administration  Agreement or the Collateral Management Agreement, the Issuer, the Collateral Manager, the  Collateral Administrator or the Trustee, as applicable (or their respective representatives or  advisers), shall promptly deliver such information or communication to the Information Agent for  posting to the 17g-5 Website.  (c) To the extent any of the Issuer, the Trustee or the Collateral Manager are  engaged in oral communications with S&P for the purposes of determining the Initial Ratings of  the Secured Debt or undertaking credit rating surveillance of the Debt, the party communicating  with S&P shall cause such oral communication to either be (x) recorded and an audio file  containing the recording to be promptly posted to the 17g-5 Website or (y) summarized in writing  and the summary to be promptly posted to the 17g-5 Website.  (d) All information to be made available to S&P pursuant to Section 14.3(a)  shall be made available on the 17g-5 Website.  In the event that any information is delivered or  posted in error, the Issuer may remove it, or cause it be removed, from the 17g-5 Website, and  shall so remove promptly when instructed to do so by the Person that delivered such information.   None of the Trustee, the Collateral Administrator or the Collateral Manager shall have obtained or  shall be deemed to have obtained actual knowledge of any information solely due to receipt and  posting to the 17g-5 Website.  Access will be provided to any NRSRO upon receipt by the Issuer  of an NRSRO Certification from such NRSRO (which may be submitted electronically via the  17g-5 Website).  (e) Notwithstanding the requirements herein, the Trustee shall have no  obligation to engage in or respond to any oral communications, for the purposes of determining  the initial credit rating of the Debt or undertaking credit rating surveillance of the Debt, with S&P  or any of its officers, directors or employees.  (f) The Information Agent (except to the extent expressly provided herein and  in the Collateral Administration Agreement) and the Trustee shall not be responsible for  maintaining the 17g-5 Website, posting any 17g-5 Information to the 17g-5 Website or assuring  that the 17g-5 Website complies with the requirements of this Indenture, Rule 17g-5, or any other  law or regulation.  In no event shall the Information Agent or the Trustee be deemed to make any  representation in respect of the content of the 17g-5 Website or compliance of the 17g-5 Website  with this Indenture, Rule 17g-5, or any other law or regulation.  (g) The Information Agent and the Trustee shall not be responsible or liable for  the dissemination of any identification numbers or passwords for the 17g-5 Website, including by  the Issuer, S&P, the NRSROs, any of their agents or any other party.  The Information Agent and  the Trustee shall not be liable for the use of any information posted on the 17g-5 Website, whether  by the Issuer, S&P, the NRSROs or any other third party that may gain access to the 17g-5 Website  or the information posted thereon.  (h) Notwithstanding anything herein to the contrary, the maintenance by  NetRoadshow, Inc. of the 17g-5 Website shall not be deemed as compliance by or on behalf of the  





 






  USActive 57779863.5 -227-  47427296.1  Issuer with Rule 17g-5 or any other law or regulation related thereto.  The maintenance by the  Trustee of the Trustee’s website will not be deemed as compliance by or on behalf of the Issuer  with Rule 17g-5 or any other law or regulation related thereto.  Notwithstanding anything to the contrary in this Indenture, a breach of this  Section 14.16 shall not constitute a Default or Event of Default.  Section 14.17 [Reserved]  Section 14.18 [Reserved]  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.  (c) The Issuer represents that, as of the date hereof, the Issuer has not executed  any other assignment of the Collateral Management Agreement.  (d) 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.  (e) 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:  





 






  USActive 57779863.5 -228-  47427296.1  (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.  (f) Upon the retirement of the Debt, 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  Debtholders 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.  (i) 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 Debtholders 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.  (ii) 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.  (iii) The Issuer hereby agrees that the Issuer shall not enter into any agreement  amending, modifying or terminating the Collateral Management Agreement except in  accordance with the terms of the Collateral Management Agreement.  (iv) Except as otherwise set forth herein and therein (including pursuant to  Section 8 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 Debt issued under this Indenture or incurred pursuant to the Class A- L Loan Agreement and the expiration of a period equal to one year and a day, or, if longer,  the applicable preference period then in effect plus 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.  





 






  USActive 57779863.5 -229-  47427296.1  (v) On each Measurement Date on which the S&P CDO Monitor Test is used,  the Collateral Manager on behalf of the Issuer will measure compliance under such test.  (g) The Issuer and the Trustee agree that the Collateral Manager shall be a third  party beneficiary of this Indenture, and shall be entitled to rely upon and enforce such provisions  of this Indenture to the same extent as if it were a party hereto.  [Signature Pages Follow]    





 






  USActive   47427296.1  IN WITNESS WHEREOF, we have set our hands as of the day and year first  written above.  CHURCHILL NCDLC CLO-I, LLC, as  Issuer  By: Nuveen Churchill Direct Lending Corp., its  sole member       By: /s/ Shai Vichness  Name: Shai Vichness   Title:   Chief Financial Officer       





 






  USActive   47427296.1  U.S. BANK TRUST COMPANY,  NATIONAL ASSOCIATION,  as Trustee  By: /s/ Scott D. DeRoss  Name: Scott D. DeRoss   Title:   Senior Vice President    





 






  USActive 57779863.5 Sch. 1-1  47427296.1  Schedule 1    [RESERVED]    





 






  USActive 57779863.5 Sch. 2-1  47427296.1  Schedule 2    S&P Industry Classifications  Industry  Code Description  Industry  Code Description  1020000 Energy Equipment & Services 6020000 Health Care Equipment & Supplies  1030000 Oil, Gas & Consumable Fuels 6030000 Health Care Providers & Services  1033403 Mortgage Real Estate Investment  Trusts (REITs) 6110000 Biotechnology  2020000 Chemicals 6120000 Pharmaceuticals  2030000 Construction Materials 7011000 Banks  2040000 Containers & Packaging 7020000 Thrifts & Mortgage Finance  2050000 Metals & Mining 7110000 Diversified Financial Services  2060000 Paper & Forest Products 7120000 Consumer Finance  3020000 Aerospace & Defense 7130000 Capital Markets  3030000 Building Products 7210000 Insurance  3040000 Construction & Engineering 7310000 Real Estate Management &  Development  3050000 Electrical Equipment 7311000 Equity REITS  3060000 Industrial Conglomerates 8030000 IT Services  3070000 Machinery 8040000 Software  3080000 Trading Companies & Distributors 8110000 Communications Equipment  3110000 Commercial Services & Supplies 8120000 Technology Hardware, Storage &  Peripherals  3210000 Air Freight & Logistics 8130000 Electronic Equipment, Instruments  & Components  3220000 Airlines 8210000 Semiconductors & Semiconductor  Equipment  3230000 Marine 9020000 Diversified Telecommunication  Services  3240000 Road & Rail 9030000 Wireless Telecommunication  Services  3250000 Transportation Infrastructure 9520000 Electric Utilities  4011000 Auto Components 9530000 Gas Utilities  4020000 Automobiles 9540000 Multi-Utilities  4110000 Household Durables 9550000 Water Utilities  4120000 Leisure Products 9551701 Diversified Consumer Services  4130000 Textiles, Apparel & Luxury Goods 9551702 Independent Power and Renewable  Electricity Producers  4210000 Hotels, Restaurants & Leisure 9551727 Life Sciences and Tools  4300001 Entertainment 9551729 Health Care Technology  





 






  USActive 57779863.5 Sch. 2-2  47427296.1  Industry  Code Description  Industry  Code Description  4300002 Interactive Media and Services 9612010 Professional Services  4310000 Media PF1 Project Finance:  Industrial  Equipment  4410000 Distributors PF2 Project Finance:  Leisure and  Gaming  4420000 Internet and Direct Marketing Retail PF3 Project Finance:  Natural Resources  and Mining  4430000 Multiline Retail PF4 Project Finance:  Oil and Gas  4440000 Specialty Retail PF5 Project Finance:  Power  5020000 Food & Staples Retailing PF6 Project Finance:  Public Finance  and Real Estate  5110000 Beverages PF7 Project Finance:   Telecommunications  5120000 Food Products PF8 Project Finance:  Transport  5130000 Tobacco IPF International Public Finance  5210000 Household Products    5220000 Personal Products        





 






  USActive 57779863.5 Sch. 3-1  47427296.1  Schedule 3    Moody’s Rating Definitions    MOODY’S RATING  (a) With respect to a Collateral Obligation that (A) is publicly rated by Moody’s, such public  rating, or (B) is not publicly rated by Moody’s but for which a rating has been assigned by  Moody’s upon the request of the Issuer or the Collateral Manager, such rating.  (b) With respect to a Collateral Obligation that is a first-lien loan or Participation Interest in a  first-lien loan (if not determined pursuant to clause (a) above), if the Obligor of such  Collateral Obligation has a corporate family rating by Moody’s, then such corporate family  rating.  (c) With respect to a Collateral Obligation, if not determined pursuant to clause (a) or (b)  above, if the Obligor of such Collateral Obligation has one or more senior unsecured  obligations publicly rated by Moody’s, then the Moody’s public rating on any such  obligation (or, if such Collateral Obligation is a first-lien loan, the Moody’s rating that is  one subcategory higher than the Moody’s public rating on any such senior unsecured  obligation) as selected by the Collateral Manager in its sole discretion.  (d) With respect to a Collateral Obligation other than a first-lien loan or Participation Interest  in a first-lien loan (if not determined pursuant to clause (a), (b) or (c) above) if the obligor  of such Collateral Obligation has one or more senior unsecured obligations publicly rated  by Moody’s, then the Moody’s Rating on any such obligation;  (e) With respect to a Collateral Obligation other than a first-lien loan or Participation Interest  in a first-lien loan (if not determined pursuant to clause (a), (b), (c) or (d) above), if the  Obligor of such Collateral Obligation has a corporate family rating by Moody’s, then such  corporate family rating; and  (f) With respect to a Collateral Obligation other than a first-lien loan or Participation Interest  in a first-lien loan (if not determined pursuant to clause (a), (b), (c), (d) or (e) above), if the  Obligor of such Collateral Obligation has one or more subordinated obligations publicly  rated by Moody’s, then the Moody’s public rating on any such obligation notched up by  one notch as selected by the Collateral Manager in its sole discretion.  For purposes of calculating a Moody’s Rating, each applicable rating (i) on credit  watch by Moody’s with positive implications will be treated as having been upgraded by one rating  subcategory and (ii) on credit watch by Moody’s with negative implications will be treated as  having been downgraded by one rating subcategory.       





 






  USActive 57779863.5 Sch. 3-2  47427296.1  DIVERSITY SCORE CALCULATION  The Diversity Score is calculated as follows:  (a) An “Issuer Par Amount” is calculated for each issuer of a Collateral  Obligation, and is equal to the Aggregate Principal Balance of all the Collateral Obligations issued  by that issuer and all affiliates.  (b) An “Average Par Amount” is calculated by summing the Issuer Par  Amounts for all issuers, and dividing by the number of issuers.  (c) An “Equivalent Unit Score” is calculated for each issuer, and is equal to the  lesser of (x) one and (y) the Issuer Par Amount for such issuer divided by the Average Par Amount.  (d) An “Aggregate Industry Equivalent Unit Score” is then calculated for each  of the S&P Industry Classifications, and is equal to the sum of the Equivalent Unit Scores for each  issuer in such industry classification group.  (e) An “Industry Diversity Score” is then established for each S&P Industry  Classification, by reference to the following table for the related Aggregate Industry Equivalent  Unit Score; provided that if any Aggregate Industry Equivalent Unit Score falls between any two  such scores, the applicable Industry Diversity Score shall be the lower of the two Industry Diversity  Scores:  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  0.0000 0.0000 5.0500 2.7000 10.1500 4.0200 15.2500 4.5300  0.0500 0.1000 5.1500 2.7333 10.2500 4.0300 15.3500 4.5400  0.1500 0.2000 5.2500 2.7667 10.3500 4.0400 15.4500 4.5500  0.2500 0.3000 5.3500 2.8000 10.4500 4.0500 15.5500 4.5600  0.3500 0.4000 5.4500 2.8333 10.5500 4.0600 15.6500 4.5700  0.4500 0.5000 5.5500 2.8667 10.6500 4.0700 15.7500 4.5800  0.5500 0.6000 5.6500 2.9000 10.7500 4.0800 15.8500 4.5900  0.6500 0.7000 5.7500 2.9333 10.8500 4.0900 15.9500 4.6000  0.7500 0.8000 5.8500 2.9667 10.9500 4.1000 16.0500 4.6100  0.8500 0.9000 5.9500 3.0000 11.0500 4.1100 16.1500 4.6200  0.9500 1.0000 6.0500 3.0250 11.1500 4.1200 16.2500 4.6300  1.0500 1.0500 6.1500 3.0500 11.2500 4.1300 16.3500 4.6400  1.1500 1.1000 6.2500 3.0750 11.3500 4.1400 16.4500 4.6500  1.2500 1.1500 6.3500 3.1000 11.4500 4.1500 16.5500 4.6600  1.3500 1.2000 6.4500 3.1250 11.5500 4.1600 16.6500 4.6700  1.4500 1.2500 6.5500 3.1500 11.6500 4.1700 16.7500 4.6800  1.5500 1.3000 6.6500 3.1750 11.7500 4.1800 16.8500 4.6900  1.6500 1.3500 6.7500 3.2000 11.8500 4.1900 16.9500 4.7000  1.7500 1.4000 6.8500 3.2250 11.9500 4.2000 17.0500 4.7100  1.8500 1.4500 6.9500 3.2500 12.0500 4.2100 17.1500 4.7200  1.9500 1.5000 7.0500 3.2750 12.1500 4.2200 17.2500 4.7300  2.0500 1.5500 7.1500 3.3000 12.2500 4.2300 17.3500 4.7400  2.1500 1.6000 7.2500 3.3250 12.3500 4.2400 17.4500 4.7500  2.2500 1.6500 7.3500 3.3500 12.4500 4.2500 17.5500 4.7600  





 






  USActive 57779863.5 Sch. 3-3  47427296.1  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  Aggregate  Industry  Equivalent  Unit Score  Industry  Diversity  Score  2.3500 1.7000 7.4500 3.3750 12.5500 4.2600 17.6500 4.7700  2.4500 1.7500 7.5500 3.4000 12.6500 4.2700 17.7500 4.7800  2.5500 1.8000 7.6500 3.4250 12.7500 4.2800 17.8500 4.7900  2.6500 1.8500 7.7500 3.4500 12.8500 4.2900 17.9500 4.8000  2.7500 1.9000 7.8500 3.4750 12.9500 4.3000 18.0500 4.8100  2.8500 1.9500 7.9500 3.5000 13.0500 4.3100 18.1500 4.8200  2.9500 2.0000 8.0500 3.5250 13.1500 4.3200 18.2500 4.8300  3.0500 2.0333 8.1500 3.5500 13.2500 4.3300 18.3500 4.8400  3.1500 2.0667 8.2500 3.5750 13.3500 4.3400 18.4500 4.8500  3.2500 2.1000 8.3500 3.6000 13.4500 4.3500 18.5500 4.8600  3.3500 2.1333 8.4500 3.6250 13.5500 4.3600 18.6500 4.8700  3.4500 2.1667 8.5500 3.6500 13.6500 4.3700 18.7500 4.8800  3.5500 2.2000 8.6500 3.6750 13.7500 4.3800 18.8500 4.8900  3.6500 2.2333 8.7500 3.7000 13.8500 4.3900 18.9500 4.9000  3.7500 2.2667 8.8500 3.7250 13.9500 4.4000 19.0500 4.9100  3.8500 2.3000 8.9500 3.7500 14.0500 4.4100 19.1500 4.9200  3.9500 2.3333 9.0500 3.7750 14.1500 4.4200 19.2500 4.9300  4.0500 2.3667 9.1500 3.8000 14.2500 4.4300 19.3500 4.9400  4.1500 2.4000 9.2500 3.8250 14.3500 4.4400 19.4500 4.9500  4.2500 2.4333 9.3500 3.8500 14.4500 4.4500 19.5500 4.9600  4.3500 2.4667 9.4500 3.8750 14.5500 4.4600 19.6500 4.9700  4.4500 2.5000 9.5500 3.9000 14.6500 4.4700 19.7500 4.9800  4.5500 2.5333 9.6500 3.9250 14.7500 4.4800 19.8500 4.9900  4.6500 2.5667 9.7500 3.9500 14.8500 4.4900 19.9500 5.0000  4.7500 2.6000 9.8500 3.9750 14.9500 4.5000    4.8500 2.6333 9.9500 4.0000 15.0500 4.5100    4.9500 2.6667 10.0500 4.0100 15.1500 4.5200    (a) The Diversity Score is then calculated by summing each of the Industry  Diversity Scores for each S&P Industry Classification.    





 






  USActive 57779863.5 Sch. 4-1  47427296.1  Schedule 4    S&P Recovery Rate Tables  Section 1. S&P Recovery Rate Tables  (a) (i) If a Collateral Obligation has an S&P Recovery Rating, the S&P  Recovery Rate for such Collateral Obligation will be the applicable percentage set forth in Table  1 below, based on such S&P Recovery Rating (for the applicable recovery range) and the  applicable Class of Debt:  Table 1:  S&P Recovery Rates for Collateral Obligations with S&P Recovery Ratings*  S&P  Recovery  Rating  S&P Recovery  Range from  S&P published  reports**  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B”  “CCC”  and  below  1+ 100 75.0% 85.0% 88.0% 90.0% 92.0% 95.0% 95.0%  1 95-99 70.0% 80.0% 84.0% 87.5% 91.0% 95.0% 95.0%  1 90-94 65.0% 75.0% 80.0% 85.0% 90.0% 95.0% 95.0%  2 85-89 62.5% 72.5% 77.5% 83.0% 88.0% 92.0% 92.0%  2 80-84 60.0% 70.0% 75.0% 81.0% 86.0% 89.0% 89.0%  2 75-79 55.0% 65.0% 70.5% 77.0% 82.5% 84.0% 84.0%  2 70-74 50.0% 60.0% 66.0% 73.0% 79.0% 79.0% 79.0%  3 65-69 45.0% 55.0% 61.0% 68.0% 73.0% 74.0% 74.0%  3 60-64 40.0% 50.0% 56.0% 63.0% 67.0% 69.0% 69.0%  3 55-59 35.0% 45.0% 51.0% 58.0% 63.0% 64.0% 64.0%  3 50-54 30.0% 40.0% 46.0% 53.0% 59.0% 59.0% 59.0%  4 45-49 28.5% 37.5% 44.0% 49.5% 53.5% 54.0% 54.0%  4 40-44 27.0% 35.0% 42.0% 46.0% 48.0% 49.0% 49.0%  4 35-39 23.5% 30.5% 37.5% 42.5% 43.5% 44.0% 44.0%  4 30-34 20.0% 26.0% 33.0% 39.0% 39.0% 39.0% 39.0%  5 25-29 17.5% 23.0% 28.5% 32.5% 33.5% 34.0% 34.0%  5 20-24 15.0% 20.0% 24.0% 26.0% 28.0% 29.0% 29.0%  5 15-19 10.0% 15.0% 19.5% 22.5% 23.5% 24.0% 24.0%  5 10-14 5.0% 10.0% 15.0% 19.0% 19.0% 19.0% 19.0%  6 5-9 3.5% 7.0% 10.5% 13.5% 14.0% 14.0% 14.0%  6 0-4 2.0% 4.0% 6.0% 8.0% 9.0% 9.0% 9.0%     S&P Recovery Rate    * The S&P Recovery Rate shall be the applicable rate set forth above based on the initial rating of the Highest Ranking S&P  Class at the time of determination.  ** If an S&P Recovery Rating is not available from S&P’s published reports for a given loan with a recovery rating of “1”  through “6”, the lower range for the applicable recovery rating will be assumed.  (ii) If (x) a Collateral Obligation does not have an S&P Recovery Rating  and such Collateral Obligation is a senior unsecured loan or Second Lien Loan and  (y) the issuer of such Collateral Obligation has issued another debt instrument that  is outstanding and senior to such Collateral Obligation (a “Senior Secured Debt  Instrument”) that has an S&P Recovery Rating, the S&P Recovery Rate for such  Collateral Obligation shall be determined as follows:  





 






  USActive 57779863.5 Sch. 4-2  47427296.1  For Collateral Obligations Domiciled in Group A*  S&P Recovery  Rating of the Senior  Secured Debt  Instrument  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B” and below  1+ 18% 20% 23% 26% 29% 31%  1 18% 20% 23% 26% 29% 31%  2 18% 20% 23% 26% 29% 31%  3 12% 15% 18% 21% 22% 23%  4 5% 8% 11% 13% 14% 15%  5 2% 4% 6% 8% 9% 10%  6 0% 0% 0% 0% 0% 0%   S&P Recovery Rate    * The S&P Recovery Rate shall be the applicable rate set forth above based on the initial rating of the Highest Ranking S&P  Class at the time of determination.  For Collateral Obligations Domiciled in Group B*  S&P Recovery  Rating of the Senior  Secured Debt  Instrument  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B” and below  1+ 13% 16% 18% 21% 23% 25%  1 13% 16% 18% 21% 23% 25%  2 13% 16% 18% 21% 23% 25%  3 8% 11% 13% 15% 16% 17%  4 5% 5% 5% 5% 5% 5%  5 2% 2% 2% 2% 2% 2%  6 0% 0% 0% 0% 0% 0%   S&P Recovery Rate    * The S&P Recovery Rate shall be the applicable rate set forth above based on the initial rating of the Highest Ranking S&P  Class at the time of determination.  For Collateral Obligations Domiciled in Group C*  S&P Recovery  Rating of the Senior  Secured Debt  Instrument  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B” and below  1+ 10% 12% 14% 16% 18% 20%  1 10% 12% 14% 16% 18% 20%  2 10% 12% 14% 16% 18% 20%  3 5% 7% 9% 10% 11% 12%  4 2% 2% 2% 2% 2% 2%  5 0% 0% 0% 0% 0% 0%  6 0% 0% 0% 0% 0% 0%   S&P Recovery Rate    * The S&P Recovery Rate shall be the applicable rate set forth above based on the initial rating of the Highest Ranking S&P  Class at the time of determination.  (iii) If (x) a Collateral Obligation does not have an S&P Recovery Rating  and such Collateral Obligation is a subordinated loan or subordinated bond and  (y) the issuer of such Collateral Obligation has issued another debt instrument that  is outstanding and senior to such Collateral Obligation that is a Senior Secured Debt  





 






  USActive 57779863.5 Sch. 4-3  47427296.1  Instrument that has an S&P Recovery Rating, the S&P Recovery Rate for such  Collateral Obligation shall be determined as follows:  For Collateral Obligations Domiciled in Groups A and B*  S&P Recovery  Rating of the Senior  Secured Debt  Instrument  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B” and below  1+ 8% 8% 8% 8% 8% 8%  1 8% 8% 8% 8% 8% 8%  2 8% 8% 8% 8% 8% 8%  3 5% 5% 5% 5% 5% 5%  4 2% 2% 2% 2% 2% 2%  5 0% 0% 0% 0% 0% 0%  6 0% 0% 0% 0% 0% 0%   S&P Recovery Rate    * The S&P Recovery Rate shall be the applicable rate set forth above based on the initial rating of the Highest Ranking S&P  Class at the time of determination.  For Collateral Obligations Domiciled in Group C*  S&P Recovery  Rating of the Senior  Secured Debt  Instrument  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B” and below  1+ 5% 5% 5% 5% 5% 5%  1 5% 5% 5% 5% 5% 5%  2 5% 5% 5% 5% 5% 5%  3 2% 2% 2% 2% 2% 2%  4 0% 0% 0% 0% 0% 0%  5 0% 0% 0% 0% 0% 0%  6 0% 0% 0% 0% 0% 0%   S&P Recovery Rate    * The S&P Recovery Rate shall be the applicable rate set forth above based on the initial rating of the Highest Ranking S&P  Class at the time of determination.  (b) If a recovery rate cannot be determined using clause (a), the recovery rate  shall be determined using the following table.  Recovery rates for Obligors Domiciled in Group A, B or C*:  Priority Category  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B” and below  Senior Secured Loans**  Group A 50% 55% 59% 63% 75% 79%  Group B 39% 42% 46% 49% 60% 63%  Group C 17% 19% 27% 29% 31% 34%  Senior Secured Loans (Cov-Lite Loans)**&***  Group A 41% 46% 49% 53% 63% 67%  Group B 32% 35% 39% 41% 50% 53%  Group C 17% 19% 27% 29% 31% 34%  





 






  USActive 57779863.5 Sch. 4-4  47427296.1  Priority Category  Initial Liability Rating  “AAA” “AA” “A” “BBB” “BB” “B” and below  Senior Lien Loans, First-Lien Last-Out Loans, Unsecured Loans****  Group A 18% 20% 23% 26% 29% 31%  Group B 13% 16% 18% 21% 23% 25%  Group C 10% 12% 14% 16% 18% 20%  Subordinated Loans  Group A 8% 8% 8% 8% 8% 8%  Group B 8% 8% 8% 8% 8% 8%  Group C 5% 5% 5% 5% 5% 5%   S&P Recovery Rate    Priority Category Initial Liability Rating  Group A: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,  Israel, Japan, Luxembourg, The Netherlands, Norway, Portugal, Singapore, Spain, Sweden,  Switzerland, the United Kingdom and the United States*****  Group B: Brazil, the Czech Republic, Italy, Mexico, Poland and South Africa. *****  Group C: Dubai International Finance Centre, Greece, India, Indonesia, Kazakhstan, Russia, Turkey,  Ukraine, the United Arab Emirates, Vietnam and others not included in Group A or  Group B.*****    * The S&P Recovery Rate will be the applicable rate set forth above based on the initial rating of the Highest Ranking S&P  Class at the time of determination.  ** Solely for the purpose of determining the S&P Recovery Rate for such loan, no loan will constitute a “Senior Secured Loan”  unless such loan (a) is secured by a valid first priority security interest in collateral, (b) in the Collateral Manager’s  commercially reasonable judgment (with such determination being made in good faith by the Collateral Manager at the  time of such loan’s purchase and based upon information reasonably available to the Collateral Manager at such time and  without any requirement of additional investigation beyond the Collateral Manager’s customary credit review procedures),  is secured by specified collateral that has a value not less than an amount equal to the sum of (i) the aggregate principal  balance of all loans senior or pari passu to such loans and (ii) the outstanding principal balance of such loan, which value  may be derived from, among other things, the enterprise value (including equity and goodwill) of the issuer of such loan,  (c) is not secured solely or primarily by common stock or other equity interests; provided, that the terms of this footnote  may be amended or revised at any time by a written notice from the Issuer and the Collateral Manager to the Trustee and  the Collateral Administrator (without the consent of any holder of any Debt), subject to the satisfaction of the S&P Rating  Condition, in order to conform to S&P then-current criteria for such loans and (d) is not subordinate to any other obligation;  provided, further, that if 100% of the value of such loan is derived from the enterprise value of the issuer of such loan, such  loan will have either (1) the S&P Recovery Rate specified for Unsecured Loans in the table above, or (2) the S&P Recovery  Rate determined by S&P on a case by case basis.  *** For the avoidance of doubt, each Cov-Lite Loan will constitute a “senior secured cov-lite loan”.  **** Solely for the purpose of determining the S&P Recovery Rate for such loan, the Aggregate Principal Balance of all  Unsecured Loans, First-Lien Last-Out Loans and Second Lien Loans that, in the aggregate, represent up to 15% of the  Collateral Principal Amount shall have the S&P Recovery Rate specified for Unsecured Loans, First-Lien Last-Out Loans  and Second Lien Loans in the table above and the Aggregate Principal Balance of all Unsecured Loans, First-Lien Last- Out Loans and Second Lien Loans in excess of 15% of the Collateral Principal Amount shall have the S&P Recovery Rate  specified for subordinated loans in the table above.  ***** In each case, or such other countries identified as such by S&P in a press release, written criteria or other public  announcement from time to time or as may be notified by S&P to the Collateral Manager from time to time.  





 






  USActive 57779863.5 Sch. 4-5  47427296.1  Section 2. S&P CDO Monitor  S&P CDO Monitor Recovery Rate  Liability Rating “AAA” “AA” “A” “BBB-” “BB-” “B-”  Weighted Average  S&P Recovery Rate  35.00% 40.00% 45.00% 50.00% 55.00% 60.00%  35.10% 40.10% 45.10% 50.10% 55.10% 60.10%  35.20% 40.20% 45.20% 50.20% 55.20% 60.20%  35.30% 40.30% 45.30% 50.30% 55.30% 60.30%  35.40% 40.40% 45.40% 50.40% 55.40% 60.40%  35.50% 40.50% 45.50% 50.50% 55.50% 60.50%  35.60% 40.60% 45.60% 50.60% 55.60% 60.60%  35.70% 40.70% 45.70% 50.70% 55.70% 60.70%  35.80% 40.80% 45.80% 50.80% 55.80% 60.80%  35.90% 40.90% 45.90% 50.90% 55.90% 60.90%  36.00% 41.00% 46.00% 51.00% 56.00% 61.00%  36.10% 41.10% 46.10% 51.10% 56.10% 61.10%  36.20% 41.20% 46.20% 51.20% 56.20% 61.20%  36.30% 41.30% 46.30% 51.30% 56.30% 61.30%  36.40% 41.40% 46.40% 51.40% 56.40% 61.40%  36.50% 41.50% 46.50% 51.50% 56.50% 61.50%  36.60% 41.60% 46.60% 51.60% 56.60% 61.60%  36.70% 41.70% 46.70% 51.70% 56.70% 61.70%  36.80% 41.80% 46.80% 51.80% 56.80% 61.80%  36.90% 41.90% 46.90% 51.90% 56.90% 61.90%  37.00% 42.00% 47.00% 52.00% 57.00% 62.00%  37.10% 42.10% 47.10% 52.10% 57.10% 62.10%  37.20% 42.20% 47.20% 52.20% 57.20% 62.20%  37.30% 42.30% 47.30% 52.30% 57.30% 62.30%  37.40% 42.40% 47.40% 52.40% 57.40% 62.40%  37.50% 42.50% 47.50% 52.50% 57.50% 62.50%  37.60% 42.60% 47.60% 52.60% 57.60% 62.60%  37.70% 42.70% 47.70% 52.70% 57.70% 62.70%  37.80% 42.80% 47.80% 52.80% 57.80% 62.80%  37.90% 42.90% 47.90% 52.90% 57.90% 62.90%  38.00% 43.00% 48.00% 53.00% 58.00% 63.00%  38.10% 43.10% 48.10% 53.10% 58.10% 63.10%  38.20% 43.20% 48.20% 53.20% 58.20% 63.20%  38.30% 43.30% 48.30% 53.30% 58.30% 63.30%  38.40% 43.40% 48.40% 53.40% 58.40% 63.40%  38.50% 43.50% 48.50% 53.50% 58.50% 63.50%  38.60% 43.60% 48.60% 53.60% 58.60% 63.60%  38.70% 43.70% 48.70% 53.70% 58.70% 63.70%  38.80% 43.80% 48.80% 53.80% 58.80% 63.80%  38.90% 43.90% 48.90% 53.90% 58.90% 63.90%  39.00% 44.00% 49.00% 54.00% 59.00% 64.00%  39.10% 44.10% 49.10% 54.10% 59.10% 64.10%  39.20% 44.20% 49.20% 54.20% 59.20% 64.20%  39.30% 44.30% 49.30% 54.30% 59.30% 64.30%  39.40% 44.40% 49.40% 54.40% 59.40% 64.40%  39.50% 44.50% 49.50% 54.50% 59.50% 64.50%  39.60% 44.60% 49.60% 54.60% 59.60% 64.60%  39.70% 44.70% 49.70% 54.70% 59.70% 64.70%  39.80% 44.80% 49.80% 54.80% 59.80% 64.80%  39.90% 44.90% 49.90% 54.90% 59.90% 64.90%  





 






  USActive 57779863.5 Sch. 4-6  47427296.1  Liability Rating “AAA” “AA” “A” “BBB-” “BB-” “B-”  40.00% 45.00% 50.00% 55.00% 60.00% 65.00%  40.10% 45.10% 50.10% 55.10% 60.10% 65.10%  40.20% 45.20% 50.20% 55.20% 60.20% 65.20%  40.30% 45.30% 50.30% 55.30% 60.30% 65.30%  40.40% 45.40% 50.40% 55.40% 60.40% 65.40%  40.50% 45.50% 50.50% 55.50% 60.50% 65.50%  40.60% 45.60% 50.60% 55.60% 60.60% 65.60%  40.70% 45.70% 50.70% 55.70% 60.70% 65.70%  40.80% 45.80% 50.80% 55.80% 60.80% 65.80%  40.90% 45.90% 50.90% 55.90% 60.90% 65.90%  41.00% 46.00% 51.00% 56.00% 61.00% 66.00%  41.10% 46.10% 51.10% 56.10% 61.10% 66.10%  41.20% 46.20% 51.20% 56.20% 61.20% 66.20%  41.30% 46.30% 51.30% 56.30% 61.30% 66.30%  41.40% 46.40% 51.40% 56.40% 61.40% 66.40%  41.50% 46.50% 51.50% 56.50% 61.50% 66.50%  41.60% 46.60% 51.60% 56.60% 61.60% 66.60%  41.70% 46.70% 51.70% 56.70% 61.70% 66.70%  41.80% 46.80% 51.80% 56.80% 61.80% 66.80%  41.90% 46.90% 51.90% 56.90% 61.90% 66.90%  42.00% 47.00% 52.00% 57.00% 62.00% 67.00%  42.10% 47.10% 52.10% 57.10% 62.10% 67.10%  42.20% 47.20% 52.20% 57.20% 62.20% 67.20%  42.30% 47.30% 52.30% 57.30% 62.30% 67.30%  42.40% 47.40% 52.40% 57.40% 62.40% 67.40%  42.50% 47.50% 52.50% 57.50% 62.50% 67.50%  42.60% 47.60% 52.60% 57.60% 62.60% 67.60%  42.70% 47.70% 52.70% 57.70% 62.70% 67.70%  42.80% 47.80% 52.80% 57.80% 62.80% 67.80%  42.90% 47.90% 52.90% 57.90% 62.90% 67.90%  43.00% 48.00% 53.00% 58.00% 63.00% 68.00%  43.10% 48.10% 53.10% 58.10% 63.10% 68.10%  43.20% 48.20% 53.20% 58.20% 63.20% 68.20%  43.30% 48.30% 53.30% 58.30% 63.30% 68.30%  43.40% 48.40% 53.40% 58.40% 63.40% 68.40%  43.50% 48.50% 53.50% 58.50% 63.50% 68.50%  43.60% 48.60% 53.60% 58.60% 63.60% 68.60%  43.70% 48.70% 53.70% 58.70% 63.70% 68.70%  43.80% 48.80% 53.80% 58.80% 63.80% 68.80%  43.90% 48.90% 53.90% 58.90% 63.90% 68.90%  44.00% 49.00% 54.00% 59.00% 64.00% 69.00%  44.10% 49.10% 54.10% 59.10% 64.10% 69.10%  44.20% 49.20% 54.20% 59.20% 64.20% 69.20%  44.30% 49.30% 54.30% 59.30% 64.30% 69.30%  44.40% 49.40% 54.40% 59.40% 64.40% 69.40%  44.50% 49.50% 54.50% 59.50% 64.50% 69.50%  44.60% 49.60% 54.60% 59.60% 64.60% 69.60%  44.70% 49.70% 54.70% 59.70% 64.70% 69.70%  44.80% 49.80% 54.80% 59.80% 64.80% 69.80%  44.90% 49.90% 54.90% 59.90% 64.90% 69.90%  45.00% 50.00% 55.00% 60.00% 65.00% 70.00%  45.10% 50.10% 55.10% 60.10% 65.10% 70.10%  45.20% 50.20% 55.20% 60.20% 65.20% 70.20%  45.30% 50.30% 55.30% 60.30% 65.30% 70.30%  





 






  USActive 57779863.5 Sch. 4-7  47427296.1  Liability Rating “AAA” “AA” “A” “BBB-” “BB-” “B-”  45.40% 50.40% 55.40% 60.40% 65.40% 70.40%  45.50% 50.50% 55.50% 60.50% 65.50% 70.50%  45.60% 50.60% 55.60% 60.60% 65.60% 70.60%  45.70% 50.70% 55.70% 60.70% 65.70% 70.70%  45.80% 50.80% 55.80% 60.80% 65.80% 70.80%  45.90% 50.90% 55.90% 60.90% 65.90% 70.90%  46.00% 51.00% 56.00% 61.00% 66.00% 71.00%  46.10% 51.10% 56.10% 61.10% 66.10% 71.10%  46.20% 51.20% 56.20% 61.20% 66.20% 71.20%  46.30% 51.30% 56.30% 61.30% 66.30% 71.30%  46.40% 51.40% 56.40% 61.40% 66.40% 71.40%  46.50% 51.50% 56.50% 61.50% 66.50% 71.50%  46.60% 51.60% 56.60% 61.60% 66.60% 71.60%  46.70% 51.70% 56.70% 61.70% 66.70% 71.70%  46.80% 51.80% 56.80% 61.80% 66.80% 71.80%  46.90% 51.90% 56.90% 61.90% 66.90% 71.90%  47.00% 52.00% 57.00% 62.00% 67.00% 72.00%  47.10% 52.10% 57.10% 62.10% 67.10% 72.10%  47.20% 52.20% 57.20% 62.20% 67.20% 72.20%  47.30% 52.30% 57.30% 62.30% 67.30% 72.30%  47.40% 52.40% 57.40% 62.40% 67.40% 72.40%  47.50% 52.50% 57.50% 62.50% 67.50% 72.50%  47.60% 52.60% 57.60% 62.60% 67.60% 72.60%  47.70% 52.70% 57.70% 62.70% 67.70% 72.70%  47.80% 52.80% 57.80% 62.80% 67.80% 72.80%  47.90% 52.90% 57.90% 62.90% 67.90% 72.90%  48.00% 53.00% 58.00% 63.00% 68.00% 73.00%  48.10% 53.10% 58.10% 63.10% 68.10% 73.10%  48.20% 53.20% 58.20% 63.20% 68.20% 73.20%  48.30% 53.30% 58.30% 63.30% 68.30% 73.30%  48.40% 53.40% 58.40% 63.40% 68.40% 73.40%  48.50% 53.50% 58.50% 63.50% 68.50% 73.50%  48.60% 53.60% 58.60% 63.60% 68.60% 73.60%  48.70% 53.70% 58.70% 63.70% 68.70% 73.70%  48.80% 53.80% 58.80% 63.80% 68.80% 73.80%  48.90% 53.90% 58.90% 63.90% 68.90% 73.90%  49.00% 54.00% 59.00% 64.00% 69.00% 74.00%  49.10% 54.10% 59.10% 64.10% 69.10% 74.10%  49.20% 54.20% 59.20% 64.20% 69.20% 74.20%  49.30% 54.30% 59.30% 64.30% 69.30% 74.30%  49.40% 54.40% 59.40% 64.40% 69.40% 74.40%  49.50% 54.50% 59.50% 64.50% 69.50% 74.50%  49.60% 54.60% 59.60% 64.60% 69.60% 74.60%  49.70% 54.70% 59.70% 64.70% 69.70% 74.70%   49.80% 54.80% 59.80% 64.80% 69.80% 74.80%   49.90% 54.90% 59.90% 64.90% 69.90% 74.90%   50.00% 55.00% 60.00% 65.00% 70.00% 75.00%   50.10% 55.10% 60.10% 65.10% 70.10% 75.10%   50.20% 55.20% 60.20% 65.20% 70.20% 75.20%   50.30% 55.30% 60.30% 65.30% 70.30% 75.30%   50.40% 55.40% 60.40% 65.40% 70.40% 75.40%   50.50% 55.50% 60.50% 65.50% 70.50% 75.50%   50.60% 55.60% 60.60% 65.60% 70.60% 75.60%   50.70% 55.70% 60.70% 65.70% 70.70% 75.70%  





 






  USActive 57779863.5 Sch. 4-8  47427296.1  Liability Rating “AAA” “AA” “A” “BBB-” “BB-” “B-”   50.80% 55.80% 60.80% 65.80% 70.80% 75.80%   50.90% 55.90% 60.90% 65.90% 70.90% 75.90%   51.00% 56.00% 61.00% 66.00% 71.00% 76.00%   51.10% 56.10% 61.10% 66.10% 71.10% 76.10%   51.20% 56.20% 61.20% 66.20% 71.20% 76.20%   51.30% 56.30% 61.30% 66.30% 71.30% 76.30%   51.40% 56.40% 61.40% 66.40% 71.40% 76.40%   51.50% 56.50% 61.50% 66.50% 71.50% 76.50%   51.60% 56.60% 61.60% 66.60% 71.60% 76.60%   51.70% 56.70% 61.70% 66.70% 71.70% 76.70%   51.80% 56.80% 61.80% 66.80% 71.80% 76.80%   51.90% 56.90% 61.90% 66.90% 71.90% 76.90%   52.00% 57.00% 62.00% 67.00% 72.00% 77.00%   52.10% 57.10% 62.10% 67.10% 72.10% 77.10%   52.20% 57.20% 62.20% 67.20% 72.20% 77.20%   52.30% 57.30% 62.30% 67.30% 72.30% 77.30%   52.40% 57.40% 62.40% 67.40% 72.40% 77.40%   52.50% 57.50% 62.50% 67.50% 72.50% 77.50%   52.60% 57.60% 62.60% 67.60% 72.60% 77.60%   52.70% 57.70% 62.70% 67.70% 72.70% 77.70%   52.80% 57.80% 62.80% 67.80% 72.80% 77.80%   52.90% 57.90% 62.90% 67.90% 72.90% 77.90%   53.00% 58.00% 63.00% 68.00% 73.00% 78.00%   53.10% 58.10% 63.10% 68.10% 73.10% 78.10%   53.20% 58.20% 63.20% 68.20% 73.20% 78.20%   53.30% 58.30% 63.30% 68.30% 73.30% 78.30%   53.40% 58.40% 63.40% 68.40% 73.40% 78.40%   53.50% 58.50% 63.50% 68.50% 73.50% 78.50%   53.60% 58.60% 63.60% 68.60% 73.60% 78.60%   53.70% 58.70% 63.70% 68.70% 73.70% 78.70%   53.80% 58.80% 63.80% 68.80% 73.80% 78.80%   53.90% 58.90% 63.90% 68.90% 73.90% 78.90%   54.00% 59.00% 64.00% 69.00% 74.00% 79.00%   54.10% 59.10% 64.10% 69.10% 74.10% 79.10%   54.20% 59.20% 64.20% 69.20% 74.20% 79.20%   54.30% 59.30% 64.30% 69.30% 74.30% 79.30%   54.40% 59.40% 64.40% 69.40% 74.40% 79.40%   54.50% 59.50% 64.50% 69.50% 74.50% 79.50%   54.60% 59.60% 64.60% 69.60% 74.60% 79.60%   54.70% 59.70% 64.70% 69.70% 74.70% 79.70%   54.80% 59.80% 64.80% 69.80% 74.80% 79.80%   54.90% 59.90% 64.90% 69.90% 74.90% 79.90%   55.00% 60.00% 65.00% 70.00% 75.00% 80.00%                       





 






  USActive 57779863.5 Sch. 4-9  47427296.1  S&P Minimum Floating Spread  A spread between 1.50% and 8.00% (in increments of .01%) without exceeding the Weighted  Average Floating Spread as of such Measurement Date.  S&P Region Classifications  Region  Code Region Name  Country  Code Country Name  17 Africa:  Eastern 253 Djibouti  17 Africa:  Eastern 291 Eritrea  17 Africa:  Eastern 251 Ethiopia  17 Africa:  Eastern 254 Kenya  17 Africa:  Eastern 252 Somalia  17 Africa:  Eastern 249 Sudan  12 Africa:  Southern 247 Ascension  12 Africa:  Southern 267 Botswana  12 Africa:  Southern 266 Lesotho  12 Africa:  Southern 230 Mauritius  12 Africa:  Southern 264 Namibia  12 Africa:  Southern 248 Seychelles  12 Africa:  Southern 27 South Africa  12 Africa:  Southern 290 St. Helena  12 Africa:  Southern 268 Swaziland  13 Africa:  Sub-Saharan 244 Angola  13 Africa:  Sub-Saharan 226 Burkina Faso  13 Africa:  Sub-Saharan 257 Burundi  13 Africa:  Sub-Saharan 225 Cote d’lvoire  13 Africa:  Sub-Saharan 240 Equatorial Guinea  13 Africa:  Sub-Saharan 241 Gabonese Republic  13 Africa:  Sub-Saharan 220 Gambia  13 Africa:  Sub-Saharan 233 Ghana  13 Africa:  Sub-Saharan 224 Guinea  13 Africa:  Sub-Saharan 245 Guinea-Bissau  13 Africa:  Sub-Saharan 231 Liberia  13 Africa:  Sub-Saharan 261 Madagascar  13 Africa:  Sub-Saharan 265 Malawi  13 Africa:  Sub-Saharan 223 Mali  13 Africa:  Sub-Saharan 222 Mauritania  13 Africa:  Sub-Saharan 258 Mozambique  13 Africa:  Sub-Saharan 227 Niger  13 Africa:  Sub-Saharan 234 Nigeria  13 Africa:  Sub-Saharan 250 Rwanda  13 Africa:  Sub-Saharan 239 Sao Tome & Principe  13 Africa:  Sub-Saharan 221 Senegal  13 Africa:  Sub-Saharan 232 Sierra Leone  13 Africa:  Sub-Saharan 255 Tanzania/Zanzibar  13 Africa:  Sub-Saharan 228 Togo  13 Africa:  Sub-Saharan 256 Uganda  13 Africa:  Sub-Saharan 260 Zambia  13 Africa:  Sub-Saharan 263 Zimbabwe  13 Africa:  Sub-Saharan 229 Benin  13 Africa:  Sub-Saharan 237 Cameroon  13 Africa:  Sub-Saharan 238 Cape Verde Islands  





 






  USActive 57779863.5 Sch. 4-10  47427296.1  Region  Code Region Name  Country  Code Country Name  13 Africa:  Sub-Saharan 236 Central African Republic  13 Africa:  Sub-Saharan 235 Chad  13 Africa:  Sub-Saharan 269 Comoros  13 Africa:  Sub-Saharan 242 Congo-Brazzaville  13 Africa:  Sub-Saharan 243 Congo-Kinshasa  3 Americas:  Andean 591 Bolivia  3 Americas:  Andean 57 Colombia  3 Americas:  Andean 593 Ecuador  3 Americas:  Andean 51 Peru  3 Americas:  Andean 58 Venezuela  4 Americas:  Mercosur and Southern Cone 54 Argentina  4 Americas:  Mercosur and Southern Cone 55 Brazil  4 Americas:  Mercosur and Southern Cone 56 Chile  4 Americas:  Mercosur and Southern Cone 595 Paraguay  4 Americas:  Mercosur and Southern Cone 598 Uruguay  1 Americas:  Mexico 52 Mexico  2 Americas:  Other Central and Caribbean 1264 Anguilla  2 Americas:  Other Central and Caribbean 1268 Antigua  2 Americas:  Other Central and Caribbean 1242 Bahamas  2 Americas:  Other Central and Caribbean 246 Barbados  2 Americas:  Other Central and Caribbean 501 Belize  2 Americas:  Other Central and Caribbean 441 Bermuda  2 Americas:  Other Central and Caribbean 284 British Virgin Islands  2 Americas:  Other Central and Caribbean 345 Cayman Islands  2 Americas:  Other Central and Caribbean 506 Costa Rica  2 Americas:  Other Central and Caribbean 809 Dominican Republic  2 Americas:  Other Central and Caribbean 503 El Salvador  2 Americas:  Other Central and Caribbean 473 Grenada  2 Americas:  Other Central and Caribbean 590 Guadeloupe  2 Americas:  Other Central and Caribbean 502 Guatemala  2 Americas:  Other Central and Caribbean 504 Honduras  2 Americas:  Other Central and Caribbean 876 Jamaica  2 Americas:  Other Central and Caribbean 596 Martinique  2 Americas:  Other Central and Caribbean 505 Nicaragua  2 Americas:  Other Central and Caribbean 507 Panama  2 Americas:  Other Central and Caribbean 869 St. Kitts/Nevis  2 Americas:  Other Central and Caribbean 758 St. Lucia  2 Americas:  Other Central and Caribbean 784 St. Vincent & Grenadines  2 Americas:  Other Central and Caribbean 597 Suriname  2 Americas:  Other Central and Caribbean 868 Trinidad& Tobago  2 Americas:  Other Central and Caribbean 649 Turks & Caicos  2 Americas:  Other Central and Caribbean 297 Aruba  2 Americas:  Other Central and Caribbean 53 Cuba  2 Americas:  Other Central and Caribbean 599 Curacao  2 Americas:  Other Central and Caribbean 767 Dominica  2 Americas:  Other Central and Caribbean 594 French Guiana  2 Americas:  Other Central and Caribbean 592 Guyana  2 Americas:  Other Central and Caribbean 509 Haiti  2 Americas:  Other Central and Caribbean 664 Montserrat  101 Americas:  U.S. and Canada 2 Canada  101 Americas:  U.S. and Canada 1 USA  7 Asia:  China, Hong Kong, Taiwan 86 China  7 Asia:  China, Hong Kong, Taiwan 852 Hong Kong  





 






  USActive 57779863.5 Sch. 4-11  47427296.1  Region  Code Region Name  Country  Code Country Name  7 Asia:  China, Hong Kong, Taiwan 886 Taiwan  5 Asia:  India, Pakistan and Afghanistan 93 Afghanistan  5 Asia:  India, Pakistan and Afghanistan 91 India  5 Asia:  India, Pakistan and Afghanistan 92 Pakistan  6 Asia:  Other South 880 Bangladesh  6 Asia:  Other South 975 Bhutan  6 Asia:  Other South 960 Maldives  6 Asia:  Other South 977 Nepal  6 Asia:  Other South 94 Sri Lanka  8 Asia:  Southeast, Korea and Japan 673 Brunei  8 Asia:  Southeast, Korea and Japan 855 Cambodia  8 Asia:  Southeast, Korea and Japan 62 Indonesia  8 Asia:  Southeast, Korea and Japan 81 Japan  8 Asia:  Southeast, Korea and Japan 856 Laos  8 Asia:  Southeast, Korea and Japan 60 Malaysia  8 Asia:  Southeast, Korea and Japan 95 Myanmar  8 Asia:  Southeast, Korea and Japan 850 North Korea  8 Asia:  Southeast, Korea and Japan 63 Philippines  8 Asia:  Southeast, Korea and Japan 65 Singapore  8 Asia:  Southeast, Korea and Japan 82 South Korea  8 Asia:  Southeast, Korea and Japan 66 Thailand  8 Asia:  Southeast, Korea and Japan 84 Vietnam  8 Asia:  Southeast, Korea and Japan 670 East Timor  105 Asia-Pacific:  Australia and New Zealand 61 Australia  105 Asia-Pacific:  Australia and New Zealand 682 Cook Islands  105 Asia-Pacific:  Australia and New Zealand 64 New Zealand  9 Asia-Pacific:  Islands 679 Fiji  9 Asia-Pacific:  Islands 689 French Polynesia  9 Asia-Pacific:  Islands 686 Kiribati  9 Asia-Pacific:  Islands 691 Micronesia  9 Asia-Pacific:  Islands 674 Nauru  9 Asia-Pacific:  Islands 687 New Caledonia  9 Asia-Pacific:  Islands 680 Palau  9 Asia-Pacific:  Islands 675 Papua New Guinea  9 Asia-Pacific:  Islands 685 Samoa  9 Asia-Pacific:  Islands 677 Solomon Islands  9 Asia-Pacific:  Islands 676 Tonga  9 Asia-Pacific:  Islands 688 Tuvalu  9 Asia-Pacific:  Islands 678 Vanuatu  15 Europe:  Central 420 Czech Republic  15 Europe:  Central 372 Estonia  15 Europe:  Central 36 Hungary  15 Europe:  Central 371 Latvia  15 Europe:  Central 370 Lithuania  15 Europe:  Central 48 Poland  15 Europe:  Central 421 Slovak Republic  16 Europe:  Eastern 355 Albania  16 Europe:  Eastern 387 Bosnia and Herzegovina  16 Europe:  Eastern 359 Bulgaria  16 Europe:  Eastern 385 Croatia  16 Europe:  Eastern 383 Kosovo  16 Europe:  Eastern 389 Macedonia  16 Europe:  Eastern 382 Montenegro  





 






  USActive 57779863.5 Sch. 4-12  47427296.1  Region  Code Region Name  Country  Code Country Name  16 Europe:  Eastern 40 Romania  16 Europe. Eastern 381 Serbia  16 Europe:  Eastern 90 Turkey  14 Europe:  Russia & CIS 374 Armenia  14 Europe:  Russia & CIS 994 Azerbaijan  14 Europe:  Russia & CIS 375 Belarus  14 Europe:  Russia & CIS 995 Georgia  14 Europe:  Russia & CIS 8 Kazakhstan  14 Europe:  Russia & CIS 996 Kyrgyzstan  14 Europe:  Russia & CIS 373 Moldova  14 Europe:  Russia & CIS 976 Mongolia  14 Europe:  Russia & CIS 7 Russia  14 Europe:  Russia & CIS 992 Tajikistan  14 Europe:  Russia & CIS 993 Turkmenistan  14 Europe:  Russia & CIS 380 Ukraine  14 Europe:  Russia & CIS 998 Uzbekistan  102 Europe:  Western 376 Andorra  102 Europe:  Western 43 Austria  102 Europe:  Western 32 Belgium  102 Europe:  Western 357 Cyprus  102 Europe:  Western 45 Denmark  102 Europe:  Western 358 Finland  102 Europe:  Western 33 France  102 Europe:  Western 49 Germany  102 Europe:  Western 30 Greece  102 Europe:  Western 354 Iceland  102 Europe:  Western 353 Ireland  102 Europe:  Western 101 Isle of Man  102 Europe:  Western 39 Italy  102 Europe:  Western 102 Liechtenstein  102 Europe:  Western 352 Luxembourg  102 Europe:  Western 356 Malta  102 Europe:  Western 377 Monaco  102 Europe:  Western 31 Netherlands  102 Europe:  Western 47 Norway  102 Europe:  Western 351 Portugal  102 Europe:  Western 386 Slovenia  102 Europe:  Western 34 Spain  102 Europe:  Western 46 Sweden  102 Europe:  Western 41 Switzerland  102 Europe:  Western 44 United Kingdom  10 Middle East:  Gulf States 973 Bahrain  10 Middle East:  Gulf States 98 Iran  10 Middle East:  Gulf States 964 Iraq  10 Middle East:  Gulf States 965 Kuwait  10 Middle East:  Gulf States 968 Oman  10 Middle East:  Gulf States 974 Qatar  10 Middle East:  Gulf States 966 Saudi Arabia  10 Middle East:  Gulf States 971 United Arab Emirates  10 Middle East:  Gulf States 967 Yemen  11 Middle East:  MENA 213 Algeria  11 Middle East:  MENA 20 Egypt  11 Middle East:  MENA 972 Israel  





 






  USActive 57779863.5 Sch. 4-13  47427296.1  Region  Code Region Name  Country  Code Country Name  11 Middle East:  MENA 962 Jordan  11 Middle East:  MENA 961 Lebanon  11 Middle East:  MENA 212 Morocco  11 Middle East:  MENA 970 Palestinian Settlements  11 Middle East:  MENA 963 Syrian Arab Republic  11 Middle East:  MENA 216 Tunisia  11 Middle East:  MENA 1212 Western Sahara  11 Middle East:  MENA 218 Libya