Exhibit 10.1


 


EXECUTION COPY


 


AMENDED AND RESTATED INDENTURE dated as
of December 1, 2017 (this “Supplemental Indenture”) between MURRAY HILL FUNDING II, LLC, a limited liability
company organized under the laws of the State of Delaware (the “Issuer”), and U.S. Bank National Association,
as Trustee (together with its permitted successors and assigns in the trusts under the Current Indenture (as defined below), the
“Trustee”).


 


This Supplemental Indenture supplements
and amends the Indenture dated as of May 19, 2017 between the Issuer and the Trustee (the “Current Indenture”).


 


Capitalized terms used but not defined in
this Supplemental Indenture shall have the meanings specified in the Current Indenture. Except as otherwise specified in this Supplemental
Indenture, each reference herein to a “Section” or “Article” is to a Section or Article, respectively,
of the Current Indenture.


 


RECITALS


 


1.          The
Issuer and the Trustee are parties to the Current Indenture. The Issuer is entering into this Supplemental Indenture in order to
amend certain provisions of the Current Indenture, as set forth herein. Pursuant to Section 8.2, the Issuer and the Trustee are
authorized, subject to Section 8.3, to execute one or more indentures supplemental to the Current Indenture, subject to the written
consent of each Holder, the Liquidation Agent and the Collateral Manager.


 


In compliance with Section 8.2, each Holder,
the Liquidation Agent and the Collateral Manager have consented to the entry into this Supplemental Indenture. A copy of such consent
has been delivered to the Issuer and the Trustee.


 


2.          Section
8.3(b) contemplates the delivery of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by the Current Indenture and that all conditions precedent thereto have been satisfied.


 


The Issuer has complied with Section 8.3(b)
as it relates to this Supplemental Indenture by causing Opinions of Counsel to the required effect to be delivered by White &
Case LLP and Venable LLP.


 


3.          Accordingly,
in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as set forth in this Supplemental Indenture.


 


Article
1



AMENDMENTS; CERTAIN RELATED MATTERS


 


Section 1.1           Amendments.
The Current Indenture is hereby amended and restated as set forth in Annexes A and B hereto. Annex A hereto sets forth the restated
text of the Current Indenture, marked to show changes from the original text. Annex B hereto sets forth the amended and restated
text of the Current Indenture, clean (unmarked).


 




     


     


    

 


Section 1.2           Effective
Date. The effective date of this Supplemental Indenture shall be as of the date first written above.


 


Section 1.3           Reference
to “Indenture”; Effect of this Supplemental Indenture. Upon the effectiveness of this Supplemental Indenture, all
references in the Current Indenture and the Notes to the “Indenture” (including correlative references such as “hereof”
in the Current Indenture) shall be deemed to refer to the Current Indenture as amended by this Supplemental Indenture. Except as
otherwise specified in this Supplemental Indenture, the Current Indenture shall remain in all respects unchanged and in full force
and effect.


 


Section 1.4           Acceptance
by the Trustee; Certain Other Matters Relating to the Trustee. The Trustee accepts the amendments to the Current Indenture
as set forth in this Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions set forth
herein and in the Current Indenture set forth therein. Without limiting the generality of the foregoing, the Trustee assumes no
responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuer. In entering
into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Current Indenture relating
to the conduct of or affecting the liability of or affording protection to the Trustee, including Sections 6.1 and 6.3.


 


Section 1.5           Issuance
of Notes.         The
Issuer is issuing the Notes specified in Annex C hereto pursuant to the Supplemental Indenture as of the date hereof (the “Effective
Date Notes”). The Effective Date Notes shall be authenticated by the Trustee on the date hereof pursuant to an Issuer
Order. 


 


Section 1.6           Provision
of Copies of this Supplemental Indenture. Pursuant to Section 8.3(c), at the cost of the Issuer, after the execution of this
Supplemental Indenture, the Trustee shall provide to the Holders (in the manner described in Section 14.4) a copy of this Supplemental
Indenture.


 


Article
2



MISCELLANEOUS


 


Section 2.1           Representations
and Warranties.


 


1.          The
Issuer represents and warrants to the Trustee as follows: The Issuer has the limited liability company power and authority to perform
the duties and obligations of the Issuer under this Supplemental Indenture. The Issuer has taken all necessary limited liability
company action to authorize the execution, delivery and performance of this Supplemental Indenture and all the documents required
to be executed by the Issuer pursuant hereto. This Supplemental Indenture has been duly and validly executed and delivered by the
Issuer. Upon execution and delivery by the Trustee, this Supplemental Indenture will be the legal, valid and binding obligation
of the Issuer, enforceable against the Issuer 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 Issuer and (ii) to general equitable principles
(whether enforcement is considered in a proceeding at law or in equity).


 




    	 	2	 



     


    

 


2.          The
Trustee represents and warrants to the Issuer as follows: The Trustee has full power and authority to perform the duties and obligations
of the Trustee under this Supplemental Indenture. The Trustee has taken all necessary corporate action to authorize the execution,
delivery and performance of this Supplemental Indenture. This Supplemental Indenture has been duly and validly executed and delivered
by the Trustee. Upon execution and delivery by the Issuer, this Supplemental Indenture will be the legal, valid and binding obligation
of the Trustee 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 Trustee and (ii) to general equitable principles (whether enforcement
is considered in a proceeding at law or in equity).


 


Section 2.2           Effect
of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.


 


Section 2.3           Successors
and Assigns. All covenants and agreements in this Supplemental Indenture by the Issuer shall bind its respective successors
and assigns, whether so expressed or not; provided, however, that the assignment of or succession to any right or obligation under
this Supplemental Indenture shall be made in accordance with the terms of this Supplemental Indenture.


 


Section 2.4           Separability.
If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 2.5           Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


Section 2.6           Counterparts.
This instrument 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.


 


Section 2.7           Waiver
of Jury Trial. THE PARTIES HERETO AND EACH HOLDER VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUPPLEMENTAL INDENTURE, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES HERETO. THE PARTIES
HERETO AND EACH HOLDER HEREBY AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN WHICH
A JURY TRIAL HAS NOT OR CANNOT BE WAIVED. THE PROVISIONS OF THIS SECTION 2.7 HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND
SHALL BE SUBJECT TO NO EXCEPTIONS. EACH PARTY AND EACH HOLDER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY ENTERING INTO THIS SUPPLEMENTAL
INDENTURE.


 




    	 	3	 



     


    

 


SIGNATURES


 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and delivered as of the date first written above.


 


	 	MURRAY HILL FUNDING II, LLC
	 	 	 
	 	By:	MURRAY HILL FUNDING, LLC,
	 	 	as Sole Member
	 	 	 
	 	By:	/s/ Michael A. Reisner
	 	Name:	Michael A. Reisner
	 	Title: 	Co-Chief Executive Officer
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Ralph J. Creasia, Jr.
	 	Name: 	Ralph J. Creasia, Jr.
	 	Title:	Senior Vice President


 


Murray Hill Funding II, LLC Supplemental
Indenture


 




     


     


    

 


Annex A to Supplemental Indenture


 


MARKED COPY OF AMENDED INDENTURE TEXT


 




     


     


    

 


Annex B to Supplemental Indenture


 


CLEAN COPY OF AMENDED AND RESTATED INDENTURE
TEXT


 


(Attached)


 




    	 	Annex B	 



     


    

 


EXECUTION COPY




 





 



 


Dated as of December 1, 2017


 


MURRAY HILL FUNDING II, LLC,

as Issuer


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 





 






 


AMENDED AND RESTATED INDENTURE


 





 



 





 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	1.	Definitions	2
	 	1.1	Definitions	2
	 	1.2	Assumptions as to Collateral	29
	 	 	 	 
	2.	The Notes	31
	 	2.1	Forms Generally	31
	 	2.2	Forms of Notes	31
	 	2.3	Authorized Amount; Stated Maturity; Denominations	34
	 	2.4	Execution, Authentication, Delivery and Dating	35
	 	2.5	Registration, Registration of Transfer and Exchange	35
	 	2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	44
	 	2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved	45
	 	2.8	Persons Deemed Owners	47
	 	2.9	Cancellation	47
	 	2.10	DTC Ceases to be Depository	47
	 	2.11	Non-Permitted Holders or Violation of ERISA Representations or Noteholder Reporting Obligations	48
	 	2.12	Tax Certification and Noteholder Reporting Obligations	50
	 	2.13	Subsequent Advances	51
	 	 	 	 
	3.	Conditions Precedent	52
	 	3.1	Conditions to Issuance of Notes on Closing Date	52
	 	3.2	Custodianship; Delivery of Portfolio Assets and Eligible Investments	55
	 	3.3	Application of Proceeds of Issuance	56
	 	 	 	 
	4.	Satisfaction and Discharge	56
	 	4.1	Satisfaction and Discharge of Indenture	56
	 	4.2	Application of Trust Cash	58
	 	4.3	Repayment of Cash Held by Paying Agent	58
	 	4.4	Disposition of Illiquid Assets	58
	 	 	 	 
	5.	Remedies	59
	 	5.1	Events of Default	59
	 	5.2	Acceleration of Maturity; Rescission and Annulment	62
	 	5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	62
	 	5.4	Remedies	64
	 	5.5	Optional Preservation of Collateral	66
	 	5.6	Trustee May Enforce Claims Without Possession of Notes	67
	 	5.7	Application of Cash Collected	68
	 	5.8	Limitation on Suits	68
	 	5.9	Unconditional Rights of Holders to Receive Principal and Interest	69


 




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TABLE OF CONTENTS

(Continued)


 


	 	 	 	Page
	 	 	 	 
	 	5.10	Restoration of Rights and Remedies	69
	 	5.11	Rights and Remedies Cumulative	69
	 	5.12	Delay or Omission Not Waiver	69
	 	5.13	Control by Majority Holders	69
	 	5.14	Waiver of Past Defaults	70
	 	5.15	Undertaking for Costs	70
	 	5.16	Waiver of Stay or Extension Laws	71
	 	5.17	Sale of Collateral	71
	 	5.18	Action on the Notes	72
	 	 	 	 
	6.	The Trustee	72
	 	6.1	Certain Duties and Responsibilities	72
	 	6.2	Notice of Default	74
	 	6.3	Certain Rights of Trustee	74
	 	6.4	Not Responsible for Recitals or Issuance of Notes	78
	 	6.5	May Hold Notes	78
	 	6.6	Cash Held in Trust	78
	 	6.7	Compensation and Reimbursement	79
	 	6.8	Corporate Trustee Required; Eligibility	80
	 	6.9	Resignation and Removal; Appointment of Successor	80
	 	6.10	Acceptance of Appointment by Successor	82
	 	6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	82
	 	6.12	Co-Trustees	82
	 	6.13	Certain Duties of Trustee Related to Delayed Payment of Proceeds	84
	 	6.14	Authenticating Agents	84
	 	6.15	Withholding	85
	 	6.16	Representative for Holders Only; Agent for each other Secured Party	85
	 	6.17	Representations and Warranties of the Bank	85
	 	6.18	Electronic Communications	86
	 	 	 	 
	7.	Covenants	87
	 	7.1	Payment of Principal and Interest	87
	 	7.2	Maintenance of Office or Agency	87
	 	7.3	Cash for Note Payments to be Held in Trust	87
	 	7.4	Existence of Issuer	89
	 	7.5	Protection of Collateral	90
	 	7.6	Opinions as to Security Interests	92
	 	7.7	Performance of Obligations	92
	 	7.8	Negative Covenants	93
	 	7.9	Statement as to Compliance	95
	 	7.10	Issuer May Not Consolidate Except on Certain Terms	95
	 	7.11	Successor Substituted	95


 




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TABLE OF CONTENTS

(Continued)


 


	 	 	 	Page
	 	 	 	 
	 	7.12	No Other Business	96
	 	7.13	Acquisition of Assets	96
	 	7.14	Reporting	96
	 	7.15	Certain Tax Matters	96
	 	7.16	Restricted Transactions	98
	 	7.17	[Reserved]	98
	 	7.18	Compliance with Laws	98
	 	 	 	 
	8.	 Supplemental Indentures	98
	 	8.1	Supplemental Indentures Without Consent of Holders of Notes	98
	 	8.2	Supplemental Indentures With Consent of Holders of Notes	100
	 	8.3	Execution of Supplemental Indentures	100
	 	8.4	Determination of Effect on Holders	102
	 	8.5	Effect of Supplemental Indentures	102
	 	8.6	Reference in Notes to Supplemental Indentures	102
	 	 	 	 
	9.	 Redemption of Notes	103
	 	9.1	Optional Redemption	103
	 	9.2	Tax Redemption	104
	 	9.3	Redemption Procedures	104
	 	9.4	Notes Payable on Redemption Date	105
	 	 	 	 
	10.	 Accounts, Accountings and Releases	106
	 	10.1	Collection of Cash	106
	 	10.2	Collection Account	107
	 	10.3	Transaction Accounts	108
	 	10.4	Reinvestment of Funds in Accounts; Reports by Trustee	112
	 	10.5	Accountings	114
	 	10.6	Release of Collateral	119
	 	10.7	Procedures Relating to the Establishment of Accounts Controlled by the Trustee	120
	 	10.8	Section 3(c)(7) Procedures	120
	 	 	 	 
	11.	 Application of Cash	121
	 	11.1	Disbursements of Cash from Payment Account	121
	 	 	 	 
	12.	 Sale of Portfolio Assets; Purchase of Additional Portfolio Assets	123
	 	12.1	Sales of Portfolio Assets	123
	 	12.2	Acquisition of Portfolio Assets; Eligible Investments	124
	 	12.3	Conditions Applicable to All Sale and Purchase Transactions	125
	 	12.4	Calculation of Required Contributions and Withdrawals by the Sole Member under the Equity Contribution Agreement	130


 




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TABLE OF CONTENTS

(Continued)


 


	 	 	 	Page
	 	 	 	 
	13.	 Relations Among Holders	130
	 	13.1	Relations among Holders	130
	 	13.2	Standard of Conduct	130
	 	 	 	 
	14.	Miscellaneous	131
	 	14.1	Form of Documents Delivered to Trustee	131
	 	14.2	Acts of Holders	131
	 	14.3	Notices, etc., to Trustee, the Issuer, the Collateral Manager, the Collateral Administrator, the Paying Agent, the Liquidation Agent	132
	 	14.4	Notices to Holders; Waiver	134
	 	14.5	Effect of Headings and Table of Contents	134
	 	14.6	Successors and Assigns	135
	 	14.7	Severability	135
	 	14.8	Benefits of Indenture	135
	 	14.9	Legal Holidays	135
	 	14.10	Governing Law	136
	 	14.11	Submission to Jurisdiction	136
	 	14.12	WAIVER OF JURY TRIAL	136
	 	14.13	Counterparts	136
	 	14.14	Acts of Issuer	136
	 	14.15	Confidential Information	137
	 	 	 	 
	15.	Assignment of Certain Agreements	138
	 	15.1	Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution Agreement, Master Loan Purchase Agreement and any Master Participation Agreement	138


 




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TABLE OF CONTENTS

(Continued)


 


SCHEDULES AND EXHIBITS


 


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


 




    	 	-v-	 



     


    

 


AMENDED AND RESTATED INDENTURE (this Indenture),
dated as of December 1, 2017 between MURRAY HILL FUNDING II, LLC, a Delaware limited liability company (the Issuer)
and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in
the trusts hereunder, the Trustee).


 


PRELIMINARY STATEMENT


 


The Issuer is duly authorized to execute and deliver this Indenture
to provide for the Notes issuable as provided in this Indenture. Except as otherwise provided herein, all covenants and agreements
made by the Issuer herein are for the benefit and security of the Secured Parties. The Issuer is entering into this Indenture,
and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.


 


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


 


GRANTING CLAUSES


 


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


 




     


     


    

 


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


 


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


 


		1.	Definitions



 


		1.1	Definitions



 


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


 


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


 


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


 


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


 


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


 




    	 	Page 2



     


    

 


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


 


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


 


Advance: Each advance made by the Initial Holder.


 


Advance Percentage: With respect to: (a) a
Senior Secured (Type I) Loan, 65%, (b) a Senior Secured (Type I Cov-Lite) Loan, 60%, (c) a Senior Secured (Type II)
Loan, 60%, (d) a Senior Secured (Type III) Loan, 50%, (e) a Senior Secured Last Out (Type I) Loan, 50%, (f) a
Traditional Second Lien Loan, 40%, (g) a Senior Secured Last Out (Type II) Loan, 50%, (h) a Senior Secured (Type IV)
Loan, 50%, (i) a Senior Secured Liquid Loan, 75%, (j) a Senior Secured (Large Cap) Loan, 75%, (k) a Second Lien
Liquid Loan, 50% and (l) with respect to Cash, 75%; provided, that any Cash deposited to (or withdrawn from) the Delayed-Draw/Committed
Proceeds/Revolver Account in accordance with Section 10.3(d) (other than earnings from Eligible Investments therein) shall
have an Advance Percentage equal to the Advance Percentage of the Delayed-Draw Loan, Committed Proceeds Asset or Revolver Loan,
as applicable, to which such Cash deposit (or withdrawal) relates. Notwithstanding the foregoing, if agreed to by the Collateral
Manager and the Liquidation Agent, the Advance Percentage with respect to any Portfolio Asset or Cash shall be such percentage
as agreed to by the Collateral Manager and the Liquidation Agent in writing, with notice of such agreement and the new Advance
Percentage to be given to the Trustee and the Collateral Administrator.


 


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


 




    	 	Page 3



     


    

 


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


 


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


 


Affiliated shall have the corresponding meaning.


 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


		(d)	the obligation is not a lease;



 




    	 	Page 4



     


    

 


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



 


		(f)	the obligation is not an Affiliated Loan;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(p)	[reserved];



 




    	 	Page 5



     


    

 


		(q)	the obligation is Registered;



 


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



 


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



 


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



 


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



 


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



 


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


 


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


 




    	 	Page 6



     


    

 


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


 


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


 


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


 


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


 


Bankruptcy Subordinated Class: The meaning specified
in Section 13.1.


 


Bankruptcy Subordination Agreement: The meaning
specified in Section 13.1.


 


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


 


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


 


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


 


Certificate of Authentication: The meaning specified
in Section 2.1.


 


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


 




    	 	Page 7



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Closing Date: May 19, 2017.


 


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


 


Collateral: The meaning assigned in the Granting
Clauses hereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 8



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 9



     


    

 


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


 


Counterparty: Murray Hill Funding, LLC.


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 10



     


    

 


Delayed Draw Funding Date: June 19, 2017,
December 15, 2017 or March 30, 2018, as applicable, or in each such case, another date on which the Issuer, the Initial Holder
and UBS agree in writing with notice to the Trustee no later than five Business Days in advance thereof that the Delayed Draw
Global Notes shall be funded.


 


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


 


Delayed Draw Regulation S Global Note: Any
Regulation S Global Note that has the CUSIP Number U61747 AB4, U6173P AA7 or U6173P AB5.


 


Delayed Draw Rule 144A Global Note: Any Rule 144A
Global Note that has the CUSIP Number 62706L AB6, 62706R AA5 or 62706R AB3.


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 




    	 	Page 11



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	Page 12



     


    

 


		(vi)	in the case of Cash,



 


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



 


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



 


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



 


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



 


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


 


Determination Date: The last day of each Monthly
Period.


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 13



     


    

 


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


 


		(i)	[reserved];



 


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



 


		(iii)	[reserved];



 


provided that (1) Eligible Investments purchased
with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include
only such obligations or securities as mature (or are putable at par to the issuer thereof) no later than the Business Day prior
to the next Payment Date; and (2) none of the foregoing obligations or securities shall constitute Eligible Investments if
(a) such obligation or security has an “f”, “r”, “p”, “pi”, “q”
or “t” subscript (or then-equivalent subscript) assigned by S&P, (b) all, or substantially all, of the remaining
amounts payable thereunder consist of interest and not principal payments, (c) interest payments with respect to such obligations
or securities or proceeds of disposition would be subject to withholding taxes (except with respect to FATCA taxes) by any jurisdiction
if received by the Sole Member unless, in the case of non-U.S. withholding tax, the payor is required to make “gross-up”
payments that cover the full amount of any such withholding tax, (d) such obligation or security is secured by real property,
(e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such
obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action,
(g) in the Collateral Manager’s judgment (as certified to the Trustee in writing), such obligation or security is subject
to material non-credit related risks, (h) such obligation is a Structured Finance Obligation, (i) such obligation or
security is represented by a certificate of interest in a grantor trust, (j) such obligation or security would not be treated
as “cash equivalents” for purposes of Section __.10(c)(8)(iii)(A) of the regulations implementing the Volcker
Rule in accordance with any applicable interpretive guidance thereunder or (k) is not either (A) a permitted domestic
government obligation for purposes of Section __.6(a) of the regulations implementing the Volcker Rule in accordance with
any applicable interpretive guidance thereunder or (B) an identified banking product for purposes of Section __.2(h)(2)(ii)
of the regulations implementing the Volcker Rule in accordance with any applicable interpretive guidance thereunder. Eligible Investments
may include, without limitation, those investments issued by or made with the Bank or for which the Bank or the Trustee or an Affiliate
of the Bank or the Trustee provides services and receives compensation.


 




    	 	Page 14



     


    

 


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


 


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


 


Equity Security: Any security that by its terms
does not provide for periodic payments of interest at a stated coupon rate and repayment of principal at a stated maturity and
any other security or obligation that at the time of acquisition, conversion or exchange does not satisfy the requirements of a
Portfolio Asset.


 


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


 


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


 


Event of Default: The meaning specified in Section 5.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 15



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	Page 16



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Initial Holder: Murray Hill Funding, LLC.


 


Initial Market Value:


 


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



 


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



 


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



 




    	 	Page 17



     


    

 


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


 


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



 


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


 


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


 


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


 




    	 	Page 18



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 19



     


    

 


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


 


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


 


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


 


Margin Stock: The meaning specified under Regulation U.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 20



     


    

 


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


 


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


 


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


 


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


 


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


 


Notes: The Class A Notes.


 


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


 


Offer: As defined in Section 10.6(c).


 


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


 


offshore transaction: The meaning specified in
Regulation S.


 


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


 


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


 


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


 




    	 	Page 21



     


    

 


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


 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 22



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Principal Balance: Subject to Section 1.2,
with respect to (a) any item of Collateral (other than a Delayed-Draw Loan or a Revolver Loan), the outstanding principal
amount of such Collateral (excluding any capitalized interest) and (b) any Delayed-Draw Loan or a Revolver Loan, the outstanding
principal of the Delayed-Draw Loan or a Revolver Loan (excluding any capitalized interest), plus (except as expressly set forth
herein) any undrawn commitments that have not been irrevocably reduced or withdrawn with respect to the Delayed-Draw Loan or a
Revolver Loan.


 


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


 




    	 	Page 23



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Priority of Payments: The meaning specified in
Section 11.1.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 24



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Sale: The meaning specified in Section 5.17.


 


Second Closing Date: December 1, 2017.


 


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


 




    	 	Page 25



     


    

 


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


 


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


 


Secured Parties: The meaning specified in the
Granting Clauses.


 


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


 


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


 


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


 


Senior Secured (Large Cap) Loan: As defined in
the Global Master Repurchase Agreement.


 


Senior Secured Liquid Loan: As defined in the
Global Master Repurchase Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 26



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Subscription Agreement: Each of (i) the agreement
dated as of May 19, 2017 by and between the Issuer and the Sole Member relating to the acquisition of $115,384,615 of the Initial
Funded Notes and $76,923,076 of the Delayed Draw Notes and (ii) the agreement dated as of the Second Closing Date by and between
the Issuer and the Sole Member relating to the acquisition of $74,358,976 of the Delayed Draw Notes.


 


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


 


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


 




    	 	Page 27



     


    

 


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


 


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


 


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


 


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


 


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


 


Tax Redemption: The meaning specified in Section 9.2.


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 28



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


		1.2	Assumptions as to Collateral



 


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


 




    	 	Page 29



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


		2.	The Notes



 


		2.1	Forms Generally



 


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


 


		2.2	Forms of Notes



 


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



 


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



 


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



 


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



 




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



 


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



 


		(B)	The Delayed Draw Notes issued on the Closing Date and the
Second Closing Date (having an initial aggregate principal amount on the Closing Date and the Second Closing Date of U.S.$0.00,
as applicable) shall be recorded on, and represented by, the applicable Delayed Draw Global Note. Delayed Draw Notes shall be
funded to the Issuer on the applicable Delayed Draw Funding Date in the amounts specified in Section 2.13, which funding
shall be recorded on, and represented by, the Delayed Draw Global Note in accordance with such Section. After the first Payment
Date following the third Delayed Draw Funding Date, the Note Registrar shall, on any Business Day after such Payment Date, (x)
upon the request of the Issuer and receipt of instructions from DTC directing the Note Registrar to cause to be credited a beneficial
interest in the Delayed Draw Regulation S Global Note funded on the first Delayed Draw Funding Date in an amount equal to
the beneficial interest in the Delayed Draw Regulation S Global Note funded on the second Delayed Draw Funding Date and third
Delayed Draw Funding Date, but not less than the minimum denomination applicable to such holder’s Notes to be consolidated,
such instructions to contain information regarding the participant account with DTC to be credited with such increase, approve
the instructions at DTC to reduce, or cause to be reduced, the Delayed Draw Regulation S Global Note funded on the second
Delayed Draw Funding Date and third Delayed Draw Funding Date by the aggregate principal amount of the beneficial interest in
the Delayed Draw Regulation S Global Note to be consolidated and the Note Registrar shall instruct DTC, concurrently with
such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial
interest in the Delayed Draw Regulation S Global Note funded on the first Delayed Draw Funding Date equal to the reduction
in the principal amount of the Delayed Draw Regulation S Global Note funded on the second Delayed Draw Funding Date and third
Delayed Draw Funding Date and (y) upon the request of the Issuer and receipt of instructions from DTC, directing the Note
Registrar to cause to be credited a beneficial interest in the Delayed Draw Rule 144A Global Note funded on the first Delayed
Draw Funding Date in an amount equal to the beneficial interest in the Delayed Draw Rule 144A Global Note funded on the second
Delayed Draw Funding Date and the third Delayed Draw Funding Date, but not less than the minimum denomination applicable to such
holder’s Notes to be consolidated, such instructions to contain information regarding the participant account with DTC to
be credited with such increase, approve the instructions at DTC to reduce, or cause to be reduced, the Delayed Draw Rule 144A
Global Note funded on the second Delayed Draw Funding Date and the third Delayed Draw Funding Date by the aggregate principal
amount of the beneficial interest in the Delayed Draw Rule 144A Global Note to be consolidated and the Note Registrar shall instruct
DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in
such instructions a beneficial interest in the Delayed Draw Rule 144A Global Note funded on the first Delayed Draw Funding Date
equal to the reduction in the principal amount of the Delayed Draw Rule 144A Global Note funded on the second Delayed Draw
Funding Date. Upon the reduction of each Delayed Draw Global Note’s principal amount to zero, the Trustee shall cancel the
applicable Delayed Draw Global Note according to Section 2.9. All Global Notes so consolidated shall be deemed to have been
issued on the same date from and including the date of such consolidation. The Issuer, when the Global Notes are consolidated
pursuant to this Section 2.2(b)(iii)(B), shall inform DTC of the “CUSIP” number of each Global Note that has
been cancelled and that the Outstanding Amount of the Delayed Draw Notes shall be represented by the Delayed Draw Global Notes
funded on the first Delayed Draw Funding Date. Each Holder (or Beneficial Owner) of a Note shall reasonably cooperate with the
Issuer and the Trustee to effect the foregoing, including in connection with providing any necessary approvals or directions to
DTC.



 




    	 	Page 32



     


    

 


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



 


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



 


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


 




    	 	Page 33



     


    

 


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


 


		2.3	Authorized Amount; Stated Maturity; Denominations



 


		(a)	The aggregate principal amount of Initial Funded Notes
that may be authenticated and delivered under this Indenture is limited to U.S.$115,384,615, excluding Notes issued upon registration
of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.5, 2.6 or 8.6 of this Indenture. The
aggregate principal amount of Delayed Draw Notes that may be authenticated and delivered under this Indenture is limited to U.S.$151,282,052,
excluding Delayed Draw Notes issued upon registration of, transfer of, or in exchange for, or in lieu of, other Delayed Draw Notes
pursuant to Sections 2.5, 2.6 or 8.6 of this Indenture.



 


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



 


	Class Designation	 	 	A	 	 	 	 	 	 	 	 	 	 	 
	Stated Maturity	 	 	May 19, 2027	 
	 	 	 	Initial Funded 
 Notes
 (Issued on the 
 Closing Date)	 	 	 	Delayed Draw 
 Notes
 (Issued on the
 Closing Date)	 	 	 	Delayed Draw Notes
 (Issued on the
 Second Closing 
 Date)	 
	Original Aggregate Principal Amount	 	 	U.S.$	115,384,615	 	 	 	U.S.$	0	 	 	 	U.S.$	0	 
	Committed Amount	 	 	 	N/A	 	 	 	U.S.$	76,923,076	 	 	 	U.S.$	74,358,976	 
	Total Authorized
 Principal Amount	 	 	U.S.$	115,384,615	 	 	 	U.S.$	76,923,076	 	 	 	U.S.$	74,358,976	 



 


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


 




    	 	Page 34



     


    

 


		2.4	Execution, Authentication, Delivery and Dating



 


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


 


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


 


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


 


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


 


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


 


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


 


		2.5	Registration, Registration of Transfer and Exchange



 


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



 




    	 	Page 35



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 36



     


    

 


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


 


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



 


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



 


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



 


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



 




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



 


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



 




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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 




    	 	Page 40



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	Page 41



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 




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		2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note



 


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


 


If, after delivery of such new Note, a Protected Purchaser of
the predecessor Note presents for payment, transfer or exchange such predecessor Note, the Issuer, the Transfer Agent and the Trustee
shall be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, and shall be
entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by the Issuer, the Trustee and the Transfer Agent in connection therewith.


 


In case any such mutilated, defaced, destroyed, lost or stolen
Note has become due and payable, the Issuer in its discretion may, instead of issuing a new Note pay such Note without requiring
surrender thereof except that any mutilated or defaced Note shall be surrendered.


 


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


 


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


 


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


 




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



 


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



 


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



 


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



 


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



 




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		(e)	Payments in respect of interest on and principal of any
Note shall be made by the Trustee, in Dollars to DTC or its nominee with respect to a Global Note and to the Holder or its nominee
with respect to a Certificated Note, by wire transfer, as directed by the Holder, in immediately available funds to a Dollar account
maintained by DTC or its nominee with respect to a Global Note, and to the Holder or its nominee with respect to a Certificated
Note; provided that (i) in the case of a Certificated Note, the Holder thereof shall have provided written wiring
instructions to the Trustee on or before the related Record Date and (ii) if appropriate instructions for any such wire transfer
are not received by the related Record Date, then such payment shall be made by check drawn on a U.S. bank mailed to the
address of the Holder specified in the Note Register. Upon final payment due on the Maturity of a Note, the Holder thereof shall
present and surrender such Note at the Corporate Trust Office of the Trustee or at the office of any Paying Agent on or prior
to such Maturity; provided that in the absence of notice to the Issuer or the Trustee that the applicable Note has been
acquired by a Protected Purchaser, such final payment shall be made without presentation or surrender, if the Trustee and the
Issuer shall have been furnished such security or indemnity as may be required by them to save each of them harmless and an undertaking
thereafter to surrender such Note. None of the Issuer, the Trustee, the Collateral Manager, and any Paying Agent will have any
responsibility or liability for any aspects of the records maintained by DTC, Euroclear, Clearstream or any of the Agent Members
relating to or for payments made thereby on account of beneficial interests in a Global Note. In the case where any final payment
of principal and interest is to be made on any Note (other than on the Stated Maturity thereof), the Trustee, in the name and
at the expense of the Issuer shall, not more than 30 nor less than 10 days prior to the date on which such payment is to
be made, mail to the Persons entitled thereto at their addresses appearing on the Note Register a notice which shall specify the
date on which such payment will be made, the amount of such payment per $1,000 aggregate principal amount of Notes and the place
where Notes may be presented and surrendered for such payment.



 


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



 


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



 




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



 


		2.8	Persons Deemed Owners



 


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


 


		2.9	Cancellation



 


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


 


		2.10	DTC Ceases to be Depository



 


		(a)	A Global Note deposited with or for the account of DTC
pursuant to Section 2.2 shall be transferred in the form of a corresponding Certificated Note to the beneficial owners thereof
only if (i) such transfer complies with Section 2.5 of this Indenture and (ii) either (A) (1) DTC notifies
the Issuer that it is unwilling or unable to continue as depository for such Global Note or (2) DTC ceases to be a Clearing
Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Issuer within 90 days
after such event or (B) an Event of Default has occurred and is continuing and such transfer is requested by the Holder of
such Global Note.



 




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



 


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



 


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



 


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


 


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



 


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



 




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		(b)	If (x) any person that is not permitted to acquire
an interest in a Note or Notes (including in such form) pursuant to Section 2.11(a) shall become the beneficial owner of
an interest in such Note or Notes or (y) any Holder of Notes shall fail to comply with the Noteholder Reporting Obligations
(any such Person, a Non-Permitted Holder), the Issuer shall, promptly after discovery that such Person is a Non-Permitted
Holder by the Issuer or upon notice from the Trustee (who shall promptly notify the Issuer if any Trust Officer of the Trustee
obtains actual knowledge that any Holder of Notes is a Non-Permitted Holder) send notice to such Non-Permitted Holder demanding
that such Non-Permitted Holder transfer its interest in the Notes held by such Person to a Person that is not a Non-Permitted
Holder within 30 days after the date of such notice. If such Non-Permitted Holder fails to so transfer such Notes, the Issuer
or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell
such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as
the Issuer may choose. The Issuer, or the Collateral Manager acting on behalf of the Issuer, may select the purchaser by soliciting
one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes
and sell such Notes to the highest such bidder, provided that the Collateral Manager, its Affiliates and accounts, funds,
clients or portfolios established and controlled by the Collateral Manager or any of its Affiliates shall be entitled to bid in
any such sale (to the extent any such entity is not a Non-Permitted Holder). However, the Issuer or the Collateral Manager may
select a purchaser by any other means determined by it in its sole discretion. The Holder of each Note, the Non-Permitted Holder
and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the
Notes, agrees to cooperate with the Issuer, the Collateral Manager and the Trustee to effect such transfers. The proceeds of such
sale, net of any commissions, expenses and taxes due in connection with such sale, shall be remitted to the Non-Permitted Holder.
The terms and conditions of any sale under this Section 2.11(b) shall be determined in the sole discretion of the Issuer,
and none of the Issuer, the Trustee, the Note Registrar or the Collateral Manager or any of their Affiliates shall be liable to
any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.



 


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



 




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



 


		2.12	Tax Certification and Noteholder Reporting Obligations



 


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



 


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



 




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



 


		2.13	Subsequent Advances



 


		(a)	The Initial Holder shall make a Subsequent Advance in respect
of the Delayed Draw Notes (i) in the amount of U.S.$76,923,076 on the first Delayed Draw Funding Date, (ii) in the amount
of U.S.$24,358,976 on the second Delayed Draw Funding Date and (iii) in the amount of U.S.$50,000,000 on the third Delayed
Draw Funding Date; provided that



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


		(g)	The aggregate Advance Value of all Additional Funding Assets
(i) on the first Delayed Draw Funding Date shall be equal to U.S.$50,000,000, (ii) on the second Delayed Draw Funding
Date shall be equal to U.S.$37,500,000 and (iii) on the third Delayed Draw Funding Date shall be equal to U.S.$37,500,000,
in each case as determined by the Collateral Manager and notified by the Collateral Manager to the Trustee, the Collateral Administrator,
UBS and the Initial Holder, such notice to contain reasonably detailed calculations specifying the Advance Value of each Additional
Funding Asset; provided that, UBS shall have signed off on such notice and agreed to calculations of Advance Value of Additional
Funding Assets provided by the Collateral Manager.



 


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



 


		3.	Conditions Precedent



 


		3.1	Conditions to Issuance of Notes on Closing Date



 


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


 




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



 


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



 


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



 


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



 


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



 




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		(f)	Officers’ Certificates of Issuer Regarding Indenture.
An Officer’s certificate of the Issuer stating that, to such Officer’s knowledge, the Issuer is not in default under
this Indenture and that the issuance of the Notes applied for by it will not result in a default or a breach of any of the terms,
conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or
instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding
to which it is a party or by which it may be bound or to which it may be subject; that it has delivered to the Trustee (or procured
the delivery of) the documentary conditions precedent required by Section 3.1 and that all other conditions precedent provided
in this Indenture relating to the authentication and delivery of the Notes applied for by it have been complied with; and that
all expenses due or accrued with respect to the issuance and sale of such Notes or relating to actions taken on or in connection
with the Closing Date have been paid or reserves therefor have been made. The Officer’s certificate of the Issuer shall
also state that all of its representations and warranties contained herein are true and correct as of the Closing Date in all
material respects.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		3.2	Custodianship; Delivery of Portfolio Assets and Eligible
Investments



 


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



 




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



 


		3.3	Application of Proceeds of Issuance



 


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


 


		4.	Satisfaction and Discharge



 


		4.1	Satisfaction and Discharge of Indenture



 


This Indenture shall be discharged and shall cease to be of
further effect except as to (i) rights of registration of transfer and exchange, (ii) rights of substitution of mutilated,
defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to receive payments of principal thereof and interest thereon,
(iv) the obligations of the Trustee hereunder (in the case of such obligations, insofar as they relate to obligations that
survive pursuant to any of clauses (i) through (iii) above or clause (v) or (vi) below), (v) the rights and
immunities of the Collateral Administrator under the Collateral Administration Agreement and (vi) the rights of Holders as
beneficiaries hereof with respect to the property deposited with the Trustee and payable to all or any of them (and the Trustee,
on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture) when:


 




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		(a)	either:



 


		(i)	all Notes theretofore authenticated and delivered to Holders
(other than (A) Notes which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.6, (B) Notes for whose payment Cash has theretofore irrevocably been deposited in trust and
thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3, and (C) Notes in respect
of which final payment has been made without presentation or surrender pursuant to Section 2.7(e) or Section 9.4) have
been delivered to the Trustee for cancellation; or



 


		(ii)	all Notes not theretofore delivered to the Trustee for
cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one
year, or (C) are to be called for redemption pursuant to Article 9 under an arrangement satisfactory to the Trustee
for the giving of notice of redemption by the Issuer pursuant to Section 9.3, and the Issuer has irrevocably deposited or
caused to be deposited with the Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States
of America entitled to the full faith and credit of the United States of America, in an amount sufficient, as verified by a firm
of Independent certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such
Notes, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable), or to
their Stated Maturity or Redemption Date, as the case may be, and shall have Granted to the Trustee a valid perfected security
interest in such Eligible Investment that is of first priority or free of any adverse claim, as applicable, and shall have furnished
an Opinion of Counsel with respect thereto; provided that this sub-Section (ii) shall not apply if an election to
act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; or



 


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



 




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



 


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



 


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



 


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


 


		4.2	Application of Trust Cash



 


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


 


		4.3	Repayment of Cash Held by Paying Agent



 


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


 


		4.4	Disposition of Illiquid Assets



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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


 


		5.	Remedies



 


		5.1	Events of Default



 


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


 




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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(k)	[reserved];



 


		(l)	[reserved];



 


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



 




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


 


		5.2	Acceleration of Maturity; Rescission and Annulment



 


		(a)	If an Event of Default occurs and is continuing (other
than an Event of Default specified in Section 5.1(f)), the Trustee may, and shall (upon the written direction of the Majority
Holders), by notice to the Issuer, declare the principal of all the Notes to be immediately due and payable, and upon any such
declaration such principal, together with all interest payable thereon and other amounts payable hereunder, shall become immediately
due and payable. If an Event of Default specified in Section 5.1(f) occurs, all unpaid principal, together with all interest
payable thereon, of all the Notes, and other amounts payable thereunder and hereunder, shall automatically become due and payable
without any declaration or other act on the part of the Trustee or any Holder.



 


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



 


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


 


		5.3	Collection of Indebtedness and Suits for Enforcement by
Trustee



 


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


 


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


 




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


 


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


 


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



 


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



 


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



 




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


 


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


 


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


 


		5.4	Remedies



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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


 


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


 


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



 


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



 


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


 




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


 


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



 


		5.5	Optional Preservation of Collateral



 


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



 


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



 


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



 


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


 




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



 


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



 


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


 


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



 


		5.6	Trustee May Enforce Claims Without Possession of Notes



 


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


 




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		5.7	Application of Cash Collected



 


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


 


		5.8	Limitation on Suits



 


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


 


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



 


		(b)	the Majority Holders shall have made written request to the Trustee to institute Proceedings in
respect of such Event of Default in its own name as Trustee hereunder and such Holder or Holders have provided the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses (including reasonable attorneys’ fees and expenses of
external counsel) and liabilities to be incurred in compliance with such request;



 


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



 


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



 


In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity pursuant to this Section 5.8 from two or more groups of Holders of the Notes, each representing less
than 50% of the Aggregate Outstanding Amount of the Notes, the Trustee shall act in accordance with the request specified by the
group of Holders with the greatest percentage of the Aggregate Outstanding Amount of the Notes, notwithstanding any other provisions
of this Indenture. If all such groups represent the same percentage, the Trustee, in its sole discretion, may determine what action,
if any, shall be taken.


 






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		5.9	Unconditional Rights of Holders to Receive Principal and Interest



 


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


 


		5.10	Restoration of Rights and Remedies



 


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


 


		5.11	Rights and Remedies Cumulative



 


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


 


		5.12	Delay or Omission Not Waiver



 


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


 


		5.13	Control by Majority Holders



 


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


 






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



 


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



 


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



 


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



 


		5.14	Waiver of Past Defaults



 


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


 


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


 


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


 


		5.15	Undertaking for Costs



 


All parties to this Indenture agree, and each Holder of any Note
by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Trustee for any action
taken, or omitted by it as Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such
Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees of external
counsel, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 5.15 shall not apply to any Proceeding instituted by the Trustee,
to any Proceeding instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in Aggregate Outstanding
Amount of the Notes, or to any Proceeding instituted by any Holder for the enforcement of the payment of the principal of or interest
on any Note on or after the Stated Maturity (or, in the case of redemption pursuant to Article 9, on or after the applicable
Redemption Date).


 






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		5.16	Waiver of Stay or Extension Laws



 


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


 


		5.17	Sale of Collateral



 


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



 


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



 


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



 






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



 


		5.18	Action on the Notes



 


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


 


		6.	The Trustee



 


		6.1	Certain Duties and Responsibilities



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


		6.2	Notice of Default



 


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


 


		6.3	Certain Rights of Trustee



 


Except as otherwise provided in Section 6.1:


 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


		(k)	the Trustee shall not be liable for the actions or omissions of, or inaccuracies in the records
of, the Collateral Manager, the Issuer, the Liquidation Agent, any Paying Agent (other than the Trustee), DTC, Euroclear, Clearstream
or any other clearing agency or depository and without limiting the foregoing, the Trustee shall not be under any obligation to
monitor, evaluate or verify compliance by the Collateral Manager or the Sole Member with the terms of the Collateral Management
Agreement, the Equity Contribution Agreement or the Master Loan Purchase Agreement or compliance by the Liquidation Agent of the
terms of this Indenture or the compliance by the MPA Counterparty with a Master Participation Agreement, or to verify or independently
determine the accuracy of information received by the Trustee from the Collateral Manager or the Liquidation Agent (or from any
selling institution, agent bank, trustee or similar source) with respect to the Collateral;



 


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



 


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



 






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



 


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



 


		(p)	the Trustee shall not be deemed to have notice or knowledge of any matter (including, without limitation,
any of the matters set forth in clauses (a), (b) and (c) in the definition of Liquation Agent) unless a Trust Officer
has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such
notice references the Notes generally, the Issuer or this Indenture. Whenever reference is made in this Indenture to a Default
or an Event of Default such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed
to refer only to a Default or an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph;



 


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



 


		(r)	to help fight the funding of terrorism and money laundering activities, the Trustee will obtain,
verify, and record information that identifies individuals or entities that establish a relationship or open an account with the
Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee
to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for
formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided;



 


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



 


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



 


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



 






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



 


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



 


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



 


		6.4	Not Responsible for Recitals or Issuance of Notes



 


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


 


		6.5	May Hold Notes



 


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


 


		6.6	Cash Held in Trust



 


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


 






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		6.7	Compensation and Reimbursement



 


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



 


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



 


		(ii)	except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision
of this Indenture or other Transaction Document (including, without limitation, securities transaction charges and the reasonable
compensation and expenses and disbursements of its agents and external legal counsel and of any accounting firm or investment banking
firm employed by the Trustee pursuant to Section 5.4, 5.5 or 6.3(c) except any such expense, disbursement or advance as may
be attributable to its negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to
the extent any such charges have not been waived during a Monthly Period due to the Trustee’s receipt of a payment from a
financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager;



 


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



 


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



 


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



 






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



 


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



 


		6.8	Corporate Trustee Required; Eligibility



 


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


 


		6.9	Resignation and Removal; Appointment of Successor



 


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



 






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



 


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



 


		(d)	If at any time:



 


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



 


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



 


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


 


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



 






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		(f)	The Issuer shall give prompt notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee by mailing written notice of such event to the Collateral Manager and the Holders of the Notes
as their names and addresses appear in the Note Register. Each notice shall include the name of the successor Trustee and the address
of its Corporate Trust Office. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be given at the expense of the Issuer.



 


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



 


		6.10	Acceptance of Appointment by Successor



 


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


 


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



 


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


 


		6.12	Co-Trustees



 


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


 






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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 


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



 






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		6.13	Certain Duties of Trustee Related to Delayed Payment of Proceeds



 


If the Trustee shall not have received a payment with respect to
any item of Collateral on its Due Date, (a) the Trustee shall promptly notify the Issuer and the Collateral Manager and the
Liquidation Agent in writing (which may be in electronic form) and (b) unless within five Business Days (or, if earlier, the
end of the applicable grace period for such payment, if any) after such notice (x) such payment shall have been received by
the Trustee or (y) the Trustee has received notice from the Collateral Manager that it is taking action in respect of such
payment, the Trustee shall request the issuer of or obligor on such item of Collateral, the trustee or any applicable agent under
the related Underlying Instrument or the paying agent designated by either of them, as the case may be, to make such payment as
soon as practicable after such request but in no event later than five Business Days after the date of such request, to the extent
doing so would not violate any relevant insolvency or other applicable law or the terms of the applicable Underlying Agreement.
In the event that such payment is not made within such time period, the Trustee, subject to the provisions of clause (iv)
of Section 6.1(c), shall take such action as the Collateral Manager shall direct. Any such action shall be without prejudice
to any right to claim a Default or Event of Default under this Indenture. In the event that the Issuer or the Collateral Manager
requests a release of any Collateral and/or delivers an additional Portfolio Asset in connection with any such action under the
Collateral Management Agreement, such release and/or substitution shall be subject to Section 10.6 and Article 12 of
this Indenture, as the case may be. Notwithstanding any other provision hereof, the Trustee shall deliver to the Issuer or its
designee any payment with respect to any Portfolio Asset or other Collateral received after the Due Date thereof to the extent
the Issuer previously made provisions for such payment satisfactory to the Trustee in accordance with this Section 6.13 and
such payment shall not be deemed part of the Collateral. The foregoing shall not preclude any other exercise of any right or remedy
by the Issuer with respect to any default or event of default arising under a Portfolio Asset.


 


		6.14	Authenticating Agents



 


Upon the request of the Issuer, the Trustee shall, and if the Trustee
so chooses the Trustee may, appoint one or more Authenticating Agents with power to act on its behalf and subject to its direction
in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6 and 8.6,
as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by such Sections to
authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to
this Section 6.14 shall be deemed to be the authentication of Notes by the Trustee.


 


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


 


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


 


Unless the Authenticating Agent is also the same entity as the Trustee,
the Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and reimbursement
for its reasonable expenses relating thereto as an Administrative Expense. The provisions of Sections 2.8, 6.4 and 6.5 shall
be applicable to any Authenticating Agent.


 






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		6.15	Withholding



 


All payments made to a Holder under this Indenture shall be made
without any deduction or withholding for or on account of any present or future Tax unless such deduction or withholding is required
by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect or pursuant to
an agreement with a Governmental Authority. If any withholding Tax is imposed on the Issuer’s payment (or the receipt by
the Issuer of any payment with respect to the Portfolio Assets or allocations of income) under the Notes by any such applicable
law or such an agreement, such Tax shall reduce the amount otherwise distributable to the relevant Holder and shall be treated
as Cash distributed to the relevant Holder at the time such amounts are withheld. The Paying Agent, the Trustee or any other withholding
agent is hereby authorized and directed to retain from amounts otherwise distributable to any Holder sufficient funds for the payment
of any Tax that is legally owed or required to be withheld by the Issuer by law or pursuant to the Issuer’s agreement with
a Governmental Authority (but such authorization shall not prevent the Trustee from contesting any such Tax in appropriate Proceedings
and withholding payment of such Tax, if permitted by law, pending the outcome of such Proceedings) and to timely remit such amounts
to the appropriate taxing authority. If there is a possibility that withholding Tax is payable with respect to a distribution,
the Paying Agent, the Trustee or any other withholding agent may, in its sole discretion, withhold such amounts in accordance with
this Section 6.15. If any Holder or beneficial owner wishes to apply for a refund of any such withholding Tax, the Trustee
shall reasonably cooperate with such Person in providing readily available information so long as such Person agrees to reimburse
the Trustee for any out-of-pocket expenses incurred in connection therewith. Nothing herein shall impose an obligation on the part
of the Trustee to determine the amount of any Tax or withholding obligation on the part of the Issuer or in respect of the Notes.


 


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



 


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


 


		6.17	Representations and Warranties of the Bank



 


The Bank hereby represents and warrants as follows:


 


		(a)	Organization. The Bank has been duly organized and is validly existing as a national banking
association with trust powers under the laws of the United States and has the power to conduct its business and affairs as a trustee,
paying agent, registrar, transfer agent and custodian.



 






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



 


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



 


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



 


		6.18	Electronic Communications



 


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


 


If any Person elects to give the Bank email or facsimile instructions
(or instructions by a similar electronic method) and the Bank, in its discretion, elects to act upon such instructions, the Bank’s
reasonable understanding of such instructions shall be deemed controlling. The Bank shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Bank’s reliance upon and compliance with such instructions notwithstanding
such instructions conflicting with or being inconsistent with a written instruction received by the Bank subsequent to the Bank’s
receipt of such email or facsimile instructions (or instructions by a similar electronic method). Any Person providing such instructions
or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions
to the Bank, including the risk of the Bank acting on unauthorized instructions, and the risk of interception and misuse by third
parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s)
selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions
provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.


 






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		7.	Covenants



 


		7.1	Payment of Principal and Interest



 


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


 


Amounts properly withheld under the Code or other applicable law
or pursuant to the Issuer’s agreement with a Governmental Authority by any Person from a payment under a Note shall be considered
as having been paid by the Issuer to the relevant Holder for all purposes of this Indenture.


 


		7.2	Maintenance of Office or Agency



 


The Issuer hereby appoints the Trustee as a Paying Agent for payments
on the Notes and the Issuer hereby appoints the Trustee at its applicable Corporate Trust Office designated for presentment, as
the Issuer’s agent where Notes may be surrendered for registration of transfer or exchange. The Issuer may at any time and
from time to time appoint additional paying agents; provided that no paying agent shall be appointed in a jurisdiction which
subjects payments on the Notes to withholding tax solely as a result of such Paying Agent’s activities. If at any time the
Issuer shall fail to maintain the appointment of a paying agent, or shall fail to furnish the Trustee with the address thereof,
presentations and surrenders may be made (subject to the limitations described in the preceding sentence), and Notes may be presented
and surrendered for payment, to the Trustee at the Corporate Trust Office designated for presentment.


 


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


 


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


 


		7.3	Cash for Note Payments to be Held in Trust



 


All payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Payment Account shall be made on behalf of the Issuer by the Trustee or a Paying
Agent.


 


When the Issuer shall have a Paying Agent that is not also the Note
Registrar, it shall furnish, or cause the Note Registrar to furnish, no later than the fifth calendar day after each Record Date
a list, if necessary, in such form as such Paying Agent may reasonably request, of the names and addresses of the Holders and of
the certificate numbers of individual Notes held by each such Holder.


 






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Whenever the Issuer shall have a Paying Agent with respect to the
Notes other than the Trustee, it shall, on or before the Business Day next preceding each Payment Date and any Redemption Date,
as the case may be, direct the Trustee to deposit on such Payment Date or Redemption Date, as the case may be, with such Paying
Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (to the extent funds are then available for
such purpose in the Payment Account), such sum to be held in trust for the benefit of the Persons entitled thereto and (unless
such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee of its action or failure so to act. Any Cash deposited
with a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay the amounts then becoming due on the Notes
with respect to which such deposit was made shall be paid over by such Paying Agent to the Trustee for application in accordance
with Article 10.


 


The initial Paying Agent shall be as set forth in Section 7.2.
Any additional or successor Paying Agents shall be appointed by Issuer Order with written notice thereof to the Trustee. The Issuer
shall not appoint any Paying Agent that is not, at the time of such appointment, a depository institution or trust company subject
to supervision and examination by Federal and/or State and/or national banking authorities. The Issuer shall cause each Paying
Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section 7.3, that
such Paying Agent will:


 


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



 


		(b)	hold all sums held by it for the payment of amounts due with respect to the Notes in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided
and pay such sums to such Persons as herein provided;



 


		(c)	if such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay
to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards set forth above
required to be met by a Paying Agent at the time of its appointment;



 


		(d)	if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by
the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and



 


		(e)	if such Paying Agent is not the Trustee, during the continuance of any such default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.



 


The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such Cash.


 






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Except as otherwise required by applicable law, any Cash deposited
with the Trustee or any Paying Agent (with respect to Notes) in trust for any payment on any Note and remaining unclaimed for two
years after such amount has become due and payable shall be paid to the Issuer on Issuer Order; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts (but only to the extent of the
amounts so paid to the Issuer) and all liability of the Trustee or such Paying Agent with respect to such trust Cash shall thereupon
cease. The Trustee or such Paying Agent, before being required to make any such release of payment, may, but shall not be required
to, adopt and employ, at the expense of the Issuer any reasonable means of notification of such release of payment, including,
but not limited to, mailing notice of such release to Holders whose right to or interest in Cash due and payable but not claimed
is determinable from the records of any Paying Agent, at the last address of record of each such Holder.


 


		7.4	Existence of Issuer



 


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



 






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



 


		7.5	Protection of Collateral



 


		(a)	The Issuer will take such action as is necessary to maintain the perfection and priority of the
security interest of the Trustee in the Collateral; provided that the Issuer shall be entitled to rely on any Opinion of
Counsel delivered pursuant to Section 7.4 or Section 7.6 and any Opinion of Counsel with respect to the same subject
matter delivered pursuant to Section 3.1(d) to determine what actions are necessary, and shall be fully protected in so relying
on such an Opinion of Counsel, unless the Issuer has actual knowledge that the procedures described in any such Opinion of Counsel
are no longer adequate to maintain such perfection and priority. The Issuer shall from time to time execute and deliver all such
supplements and amendments hereto and file or authorize the filing of all such Financing Statements, continuation statements, instruments
of further assurance and other instruments, and shall take such other action as may be necessary or advisable or desirable to secure
the rights and remedies of the Holders of the Notes and other Secured Parties hereunder and to:



 


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



 


		(ii)	maintain, preserve and perfect any Grant made or to be made by this Indenture including, without
limitation, the first priority nature of the Lien (subject to Permitted Liens) or carry out more effectively the purposes hereof;



 


		(iii)	perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture
(including any and all actions necessary or desirable as a result of changes in law or regulations);



 


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



 






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		(v)	preserve and defend title to the Collateral and the rights therein of the Trustee and the Holders
of the Notes and other Secured Parties in the Collateral against the claims of all Persons and parties; or



 


		(vi)	pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral.



 


The Issuer hereby designates the
Trustee as its agent and attorney in fact to prepare and file any Financing Statement, continuation statement and all other instruments,
and take all other actions, required pursuant to this Section 7.5. Such designation shall not impose upon the Trustee, or
release or diminish, the Issuer’s obligations under this Section 7.5. The Issuer further authorizes, and shall cause
the Issuer’s United States counsel to file, a Financing Statement that names the Issuer as debtor and the Trustee as secured
party and that describes “all personal property of the Debtor now owned or hereafter acquired”, or words of similar
effect as the Collateral in which the Trustee has a Grant.


 


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



 


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



 


		(d)	[Reserved]



 


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



 






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



 


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



 


		7.6	Opinions as to Security Interests



 


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


 


		7.7	Performance of Obligations



 


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



 






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



 


		7.8	Negative Covenants



 


		(a)	The Issuer will not at any time from and after the Closing Date:



 


		(i)	sell, transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise
encumber (or permit such to occur or suffer such to exist), any part of the Collateral, except as expressly permitted by this Indenture
or by the Collateral Management Agreement;



 


		(ii)	claim any credit on, make any deduction from, or dispute the enforceability of payment of the principal
or interest payable (or any other amount) in respect of the Notes (other than amounts withheld or deducted in accordance with the
Code (or any applicable laws of any other applicable jurisdiction) or pursuant to an agreement with a Governmental Authority);



 


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



 


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



 


		(v)	as and to the extent the following are within the Issuer’s power and control, permit the
validity or effectiveness of this Indenture or any Support Document or any Grant hereunder or thereunder to be impaired, or permit
the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released
from any covenants or obligations with respect to this Indenture or the Notes except as may be permitted hereby;



 


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



 






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



 


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



 


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



 


		(x)	permit the formation of any subsidiaries;



 


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



 


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



 


		(xiii)	sell, transfer, exchange or otherwise dispose of Collateral, or enter into an agreement or commitment
to do so or enter into or engage in any business with respect to any part of the Collateral, except as expressly permitted by this
Indenture or the Collateral Management Agreement;



 


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



 


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



 


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



 


		(b)	The Issuer will not be party to any agreements without including customary “non-petition”
and “limited recourse” provisions therein (and shall not amend or eliminate such provisions in any agreement to which
it is party), except for (i) any agreements related to the purchase and sale of any Portfolio Assets or Eligible Investments
which contain customary purchase or sale terms or which are documented using customary loan trading documentation and (ii) any
Underlying Instruments.



 


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



 


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



 






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



 


		7.9	Statement as to Compliance



 


At the request of the Trustee (at the direction of the Majority
Holders), on or before March 1 in each calendar year commencing 2018, or immediately if there has been a Default under this Indenture
of which an Authorized Representative of the Issuer is aware, the Issuer shall deliver to the Trustee (to be forwarded by the Trustee
to the Collateral Manager and each Holder making a written request therefor) a certificate of the Issuer that, having made reasonable
inquiries of the Collateral Manager, and to the best of the knowledge, information and belief of the Issuer, there did not exist,
as at a date not more than five days prior to the date of the certificate, nor had there existed at any time prior thereto since
the date of the last certificate (if any), any Default hereunder or, if such Default did then exist or had existed, specifying
the same and the nature and status thereof, including actions undertaken to remedy the same, and that the Issuer has complied with
all of its obligations under this Indenture or, if such is not the case, specifying those obligations with which it has not complied.


 


		7.10	Issuer May Not Consolidate Except on Certain Terms



 


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


 


		7.11	Successor Substituted



 


Upon any consolidation or merger, or transfer or conveyance of all
or substantially all of the assets of the Issuer, in accordance with Section 7.10 in which the Issuer is not the surviving
corporation, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such Person had been named as the Issuer herein. In the event of any such consolidation,
merger, transfer or conveyance, the Person named as the “Issuer” in the first paragraph of this Indenture or any successor
which shall theretofore have become such in the manner prescribed in this Article 7 may be dissolved, wound up and liquidated
at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all the Notes
and from its obligations under this Indenture.


 






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		7.12	No Other Business



 


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


 


		7.13	Acquisition of Assets



 


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


 


		7.14	Reporting



 


At any time when the Issuer is not subject to Section 13 or
15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request
of a Holder or beneficial owner of a Note, the Issuer shall promptly furnish or cause to be furnished Rule 144A Information
to such Holder or beneficial owner, to a prospective purchaser of such Note designated by such Holder or beneficial owner, or to
the Trustee for delivery to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial
owner, as the case may be, in order to permit compliance by such Holder or beneficial owner with Rule 144A under the Securities
Act in connection with the resale of such Note. “Rule 144A Information” shall be such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act.


 


		7.15	Certain Tax Matters



 


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



 






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


 


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



 


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



 


		(d)	Notwithstanding anything herein to the contrary, the Collateral Manager, the Issuer, the Trustee,
the Collateral Administrator, the Liquidation Agent, the Holders and beneficial owners of the Notes and each employee, representative
or other agent of those Persons, may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state
and local tax treatment and tax structure of the transactions contemplated by this Indenture and all materials of any kind, including
opinions or other tax analyses, that are provided to those Persons. This authorization to disclose the U.S. federal, state
and local tax treatment and tax structure does not permit disclosure of the names of or other information identifying the Collateral
Manager, the Issuer, the Trustee, the Collateral Administrator, the Liquidation Agent, the Holders or any other party to the transactions
contemplated by this Indenture, the issuance and sale of the Notes or the pricing (except to the extent such information is relevant
to U.S. federal, state and local tax structure or tax treatment of such transactions).



 


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



 






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



 


		7.16	Restricted Transactions



 


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


 


		7.17	[Reserved]



 


		7.18	Compliance with Laws



 


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


 


		8.	Supplemental Indentures



 


		8.1	Supplemental Indentures Without Consent of Holders of Notes



 


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


 


		(a)	to evidence the succession of another Person to the Issuer and the assumption by any such successor
Person of the covenants of the Issuer herein and in the Notes;



 


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



 


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



 






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		(d)	to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and
to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof;



 


		(e)	to correct or amplify the description of any property at any time subject to the Lien of this Indenture,
or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture
(including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether
pursuant to Section 7.5 or otherwise) or to subject to the Lien of this Indenture any additional property;



 


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



 


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



 


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



 


		(i)	to change the name of the Issuer in connection with the change in name or identity of the Collateral
Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect
of which the Issuer does not have a license;



 


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



 






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



 


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



 


		8.2	Supplemental Indentures With Consent of Holders of Notes



 


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


 


		8.3	Execution of Supplemental Indentures



 


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



 






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		(b)	With respect to any supplemental indenture permitted by Article 8, the Trustee and the Issuer shall
be entitled to receive and conclusively rely upon (A) an Opinion of Counsel (stating that the supplemental indenture is authorized
or permitted by the Indenture and all conditions precedent have been satisfied) as to matters of law (which do not include whether
or not the Holders would be materially and adversely affected by a supplemental indenture), which may be supported as to factual
(including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the
judgment of counsel delivering such Opinion of Counsel), and (B) with respect to matters of fact (including whether or not
the Holders would be materially and adversely affected by a supplemental indenture), a certificate of the Issuer, the Collateral
Manager, any investment banking firm or other Independent expert familiar with the market for the Notes pursuant to Section 8.4;
provided that, for any supplemental indenture (other than any supplemental indenture entered into pursuant to sub-clauses (c)
and (f) of Section 8.1 for which the consent of the Holders of the Notes would not otherwise be required except as expressly
set forth in such clauses) if Holders of Notes representing at least 50% of the Aggregate Outstanding Amount of the Notes have
provided notice to the Trustee at least one Business Day prior to the execution of such supplemental indenture that the Holders
would be materially and adversely affected thereby, the Trustee shall not be entitled so to rely upon a certificate of the Issuer,
the Collateral Manager, any investment banking firm or other Independent expert as to whether or not the Holders would be materially
and adversely affected by such supplemental indenture and the Trustee shall not enter into such supplemental indenture without
the prior written consent of each Holder. Such determination shall be conclusive and binding on all present and future Holders.
In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications
thereby of the trusts created by this Indenture, the Trustee and the Issuer shall be entitled to receive, and (subject to Sections 6.1
and 6.3) shall be fully protected in relying upon, an Opinion of Counsel delivered pursuant to this paragraph. Neither the Trustee
nor the Issuer shall be liable for any reliance made in good faith upon such an Opinion of Counsel or a certificate of the Issuer,
the Collateral Manager, any investment banking firm or other Independent expert pursuant to Section 8.4.



 


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



 


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



 






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



 


		8.4	Determination of Effect on Holders



 


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



 


		(b)	The Trustee is hereby authorized to join in the execution of any such supplemental indenture and
to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated
to enter into any such supplemental indenture which affects the Trustee’s (or, for so long as the Bank is also the Collateral
Administrator, the Collateral Administrator’s) own rights, duties, liabilities or immunities under this Indenture or otherwise,
except to the extent required by law.



 


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



 


		8.5	Effect of Supplemental Indentures



 


Upon the execution of any supplemental indenture under this Article 8,
this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for
all purposes; and every Holder of Notes theretofore and thereafter authenticated and delivered hereunder shall be bound thereby.


 


		8.6	Reference in Notes to Supplemental Indentures



 


Notes authenticated and delivered, including as part of a transfer,
exchange or replacement pursuant to Article 2 of Notes originally issued hereunder, after the execution of any supplemental
indenture pursuant to this Article 8 may, and if required by the Issuer shall, bear a notice as to any matter provided for
in such supplemental indenture. If the Issuer shall so determine, new Notes, so modified as to conform in the opinion of the Issuer
to any such supplemental indenture, may be prepared and executed by the Issuer and, upon Issuer Order, authenticated and delivered
by the Trustee in exchange for Outstanding Notes.


 






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		9.	Redemption of Notes



 


		9.1	Optional Redemption



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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		9.2	Tax Redemption



 


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



 


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



 


		9.3	Redemption Procedures



 


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



 


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



 


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



 


		(ii)	the applicable Redemption Date;



 


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



 


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



 


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



 






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


 


Notice of redemption pursuant to
Section 9.3(a) shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the
Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not
impair or affect the validity of the redemption of any other Notes.


 


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



 


		9.4	Notes Payable on Redemption Date



 


		(a)	Notice of redemption pursuant to Section 9.3 having been given as aforesaid, the Notes (or
the applicable portion thereof) to be redeemed shall, on the Redemption Date, subject to Section 9.3(c) and the Issuer’
right to withdraw any notice of redemption pursuant to Section 9.3(b), become due and payable at the Redemption Prices therein
specified, and from and after the Redemption Date (unless the Issuer shall default in the payment of the Redemption Prices and
accrued interest) all such Notes (or the applicable portion thereof) being so redeemed shall cease to bear interest on the Redemption
Date. Upon final payment on a Note to be so redeemed in whole and not in part, the Holder shall present and surrender such Note
at the place specified in the notice of redemption on or prior to such Redemption Date; provided that in the absence of
notice to the Issuer or the Trustee that the applicable Note has been acquired by a Protected Purchaser, such final payment shall
be made without such presentation or surrender, if the Trustee and the Issuer shall have been furnished such security or indemnity
as may be required by them to save each of them harmless and an undertaking thereafter to surrender such Note. Payments of interest
on Notes so to be redeemed which are payable on the Redemption Date shall be payable pursuant to Section 11.1(a) to the Holders
of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Record Date according
to the terms and provisions of Section 2.5(e).



 






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



 


		10.	Accounts, Accountings and Releases



 


		10.1	Collection of Cash



 


Except as otherwise expressly provided herein, the Trustee may demand
payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other
intermediary, all Cash and other property payable to or receivable by the Trustee pursuant to this Indenture, including all payments
due on the Collateral, in accordance with the terms and conditions of such Collateral. The Trustee shall segregate and hold all
such Cash and property received by it in trust for the Holders of the Notes and shall apply it as provided in this Indenture. Each
Account shall be established and maintained with (a) a Federal or state-chartered depository institution rated (1) at
least “A-1” by S&P (or at least “A+” by S&P if such institution has no short-term rating) and if
such institution’s rating falls below “A-1” by S&P (or below “A+” by S&P if such institution
has no short-term rating), the assets held in such Account shall be moved within 60 calendar days to another institution that is
rated at least “A-1” by S&P (or at least “A+” by S&P if such institution has no short-term rating)
and (2) at least “P-1” by Moody’s (or at least “A1” by Moody’s if such institution has
no short-term rating) and if such institution’s rating falls below “P-1” by Moody’s (or below “A1”
by Moody’s if such institution has no short-term rating), the assets held in such Account shall be moved within 60 calendar
days to another institution that is rated at least “P-1” by Moody’s (or at least “A1” by Moody’s
if such institution has no short-term rating) or (b) in segregated securities accounts with the corporate trust department
of a Federal or state-chartered deposit institution subject to regulations regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulation Section 9.10(b). Such institution shall have a combined capital and surplus of at least
$200,000,000. All Cash deposited in the Accounts shall be invested only in Eligible Investments or Portfolio Assets in accordance
with the terms of this Indenture. To avoid the consolidation of the Collateral of the Issuer with the general assets of the Bank
under any circumstances, the Trustee shall comply, and shall cause the Custodian to comply, in respect of the Collateral, with
all law applicable to it as a national bank with trust powers holding segregated trust assets in a fiduciary capacity; provided
that the foregoing shall not be construed to prevent the Trustee or Custodian from investing the Collateral of the Issuer in Eligible
Investments described in clause (ii) of the definition thereof that are obligations of the Bank.


 






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		10.2	Collection Account



 


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



 






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		(b)	The Trustee, within one Business Day after receipt of any distribution or other proceeds in respect
of the Collateral which are not Cash, shall so notify the Issuer and the Liquidation Agent, and the Issuer shall use its commercially
reasonable efforts to, within five Business Days after receipt of such notice from the Trustee (or as soon as practicable thereafter),
sell such distribution or other proceeds for Cash in an arm’s length transaction and deposit the proceeds thereof in the
Collection Account; provided that the Issuer need not be required to sell such distributions or other proceeds if it delivers
an Issuer Order or an Officer’s certificate to the Trustee and the Liquidation Agent certifying that such distributions or
other proceeds constitute (i) Portfolio Assets that would have satisfied the requirements of Section 12.2 on the date
of receipt thereof had they been acquired directly by the Issuer or (ii) Eligible Investments.



 


		(c)	The Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon
receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the Principal Collection Subaccount representing Principal
Collections (together with Interest Collections but only to the extent used to pay for accrued interest or capitalized interest
on an additional Portfolio Asset) and reinvest such funds in additional Portfolio Assets or exercise a warrant held in the Collateral,
in each case in accordance with the requirements of Article 12 and such Issuer Order.



 


		(d)	At any time, the Collateral Manager on behalf of the Issuer shall by Issuer Order direct the Trustee
to, and upon receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the Principal Collection Subaccount representing
Principal Collections and deposit such funds in the Delayed-Draw/Committed Proceeds/Revolver Account to the extent necessary for
the Issuer to comply with funding requirements on Delayed-Draw Loans, Committed Proceeds Assets and Revolver Loans.



 


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



 


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



 


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



 


		10.3	Transaction Accounts



 


		(a)	Payment Account. In accordance with this Indenture and the Issuer Account Control Agreement,
the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing
securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee,
for the benefit of the Secured Parties, which shall be designated as the Payment Account, which shall be maintained with the Custodian
in accordance with the Issuer Account Control Agreement. The only permitted withdrawal from or application of funds on deposit
in, or otherwise to the credit of, the Payment Account shall be to pay amounts due and payable on the Notes in accordance with
their terms and the provisions of this Indenture and to make other payments contemplated by the Priority of Payments. The Issuer
shall not have any legal, equitable or beneficial interest in the Payment Account. Amounts in the Payment Account shall remain
uninvested.



 






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		(b)	Custodial Account. In accordance with this Indenture and the Issuer Account Control Agreement,
the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing
securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee,
for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the
Custodian in accordance with the Issuer Account Control Agreement. All Portfolio Assets shall be credited to the Custodial Account.
The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee
agrees to give the Issuer and the Liquidation Agent immediate notice if (to the actual knowledge of a Trust Officer of the Trustee)
the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall
become subject to any writ, order, judgment, warrant of attachment, execution or similar process.



 


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



 






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


 


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



 






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


 


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


 


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


 






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



 


		10.4	Reinvestment of Funds in Accounts; Reports by Trustee



 


		(a)	By Issuer Order (which may be in the form of standing instructions), the Issuer (or the Collateral
Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee
shall, invest all funds on deposit in the Interest Collection Subaccount, the Principal Collection Subaccount, the Expense Account
and the Delayed Draw/Committed Proceeds/Revolver Account (other than Principal Collections reinvested in Portfolio Assets pursuant
to Section 10.2(c)) as so directed in Eligible Investments having stated maturities no later than the Business Day preceding
the next Payment Date (or such shorter maturities expressly provided herein). If prior to the occurrence of an Event of Default,
the Issuer shall not have given any such investment directions, the Trustee shall seek instructions from the Collateral Manager
within three Business Days after transfer of any funds to such accounts. If the Trustee does not thereafter receive written instructions
from the Collateral Manager within five Business Days after transfer of such funds to such accounts, it shall invest and reinvest
the funds held in such accounts, as fully as practicable, in the “U.S. Bank Money Market Deposit Account” (or other
standby Eligible Investment selected by the Collateral Manager) maturing no later than the Business Day immediately preceding the
next Payment Date (or such shorter maturities expressly provided herein). If after the occurrence of an Event of Default, the Issuer
shall not have given such investment directions to the Trustee for three consecutive days, the Trustee shall invest and reinvest
such Cash as fully as practicable in the “U.S. Bank Money Market Deposit Account” (or other standby Eligible Investment
selected by the Collateral Manager) in maturing not later than the earlier of (i) 30 days after the date of such investment
(unless putable at par to the Obligor thereof) or (ii) the Business Day immediately preceding the next Payment Date (or such
shorter maturities expressly provided herein). Except to the extent expressly provided otherwise herein, all Eligible Investments
shall be credited to the same Account (or subaccount, as the case may be) from which Cash was applied to acquire such Eligible
Investment, and any gain realized from, or loss resulting from, such Eligible Investment shall be credited or charged to such Account
(or subaccount) and all interest and other income from such Eligible Investment shall be deposited in the Interest Collections
Subaccount. The Trustee shall not in any way be held liable by reason of any insufficiency of such accounts which results from
any loss relating to any such investment, provided that nothing herein shall relieve the Bank of (i) its obligations
or liabilities under any security or obligation issued by the Bank or any Affiliate thereof or (ii) liability for any loss
resulting from gross negligence, willful misconduct or fraud on the part of the Bank or any Affiliate thereof.



 






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



 


		(c)	The Trustee shall supply, in a timely fashion, to the Issuer, the Liquidation Agent and the Collateral
Manager any information regularly maintained by the Trustee that the Issuer, the Liquidation Agent or the Collateral Manager may
from time to time reasonably request with respect to the Portfolio Assets, the Accounts and the other Collateral and provide any
other requested information reasonably available to the Trustee by reason of its acting as Trustee hereunder and under the other
Transaction Documents to which it is party and required to be provided by Section 10.5 or to permit the Collateral Manager
to perform its obligations under the Collateral Management Agreement or the Issuer’s obligations hereunder that have been
delegated to the Collateral Manager. The Trustee shall promptly forward to the Collateral Manager and the Liquidation Agent copies
of notices and other writings received by it from the Portfolio Asset Obligor of any Portfolio Asset or from any Clearing Agency
with respect to any Portfolio Asset which notices or writings advise the holders of such Portfolio Asset of any rights that the
holders might have with respect thereto (including, without limitation, requests to vote with respect to amendments or waivers
and notices of prepayments and redemptions) as well as all periodic financial reports received from such Portfolio Asset Obligor
and Clearing Agencies with respect to such Portfolio Asset Obligor.



 


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



 


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



 






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		10.5	Accountings



 


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



 


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



 


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



 


		(iii)	For the Collection Account:



 


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



 


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



 


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



 


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


 






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


 


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



 


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



 


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



 


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



 






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		(iv)	Purchases, prepayments, and sales:



 


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



 


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



 


		(C)	The trade date;



 


		(D)	The settlement date;



 


		(E)	The trade type;



 


		(F)	The par amount;



 


		(G)	The trade price;



 


		(H)	The counter bank name;



 


		(I)	The trade amount;



 


		(J)	The trade quantity;



 


		(K)	The trade settled;



 


		(L)	The accrued interest;



 


		(M)	The facility original amount global;



 


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



 


		(O)	The par amount traded;



 


		(P)	The par amount settled;



 


		(Q)	The commitment settled;



 


		(R)	The commitment traded;



 


		(S)	The outstanding settled;



 


		(T)	The Moody’s Rating, if any;



 






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



 


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



 


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



 


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



 


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



 


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



 


		(V)	The stated maturity thereof;



 


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



 


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



 


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



 


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



 






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		(e)	Failure to Provide Accounting. If the Trustee is not the Collateral Administrator and shall
not have received any accounting provided for in this Section 10.5 on the first Business Day after the date on which such
accounting is due to the Trustee, the Trustee shall notify the Collateral Manager who shall use all reasonable efforts to obtain
such accounting by the applicable Payment Date. To the extent the Collateral Manager is required to provide any information or
reports pursuant to this Section 10.5 as a result of the failure of the Issuer to provide such information or reports, the
Collateral Manager shall do so at its own expense.



 


		(f)	Required Content of Certain Reports. Each Payment Date Report and Daily Report sent to any
Holder or beneficial owner of an interest in a Note shall contain, or be accompanied by, the following notices:



 


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


 






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Each Holder receiving this report
agrees to keep all non-public information herein confidential and not to use such information for any purpose other than its evaluation
of its investment in the Notes, provided that any Holder may provide such information on a confidential basis to any prospective
purchaser, or financing provider, of such Holder’s Notes that such Holder reasonably believes is permitted by the terms of
the Indenture to acquire such Holder’s Notes.”


 


		(g)	Availability of Information. The Issuer (or the Trustee on behalf of the Issuer) may post
the information contained in a Payment Date Report, Daily Report or Collateral Change Event and Repayment Date Report to a password-protected
internet site. The Trustee shall have the right to change the way such statements are distributed in order to make such distribution
more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all
above parties regarding any such changes. As a condition to access to the Trustee’s internet website, the Trustee may require
registration and the acceptance of a disclaimer. The Trustee shall be entitled to rely on but shall not be responsible for the
content or accuracy of any information provided in the Daily Report and the Payment Date Report which the Trustee disseminates
in accordance with this Indenture and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.



 


		10.6	Release of Collateral



 


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



 






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



 


		(c)	Upon receiving actual notice of any offer or any request for a waiver, consent, amendment or other
modification with respect to any Portfolio Asset, the Trustee on behalf of the Issuer shall notify the Liquidation Agent of any
Portfolio Asset that is subject to a tender offer, voluntary redemption, exchange offer, conversion or other similar action (an
Offer) or such request. Unless the Notes have been accelerated following an Event of Default, the Collateral Manager
may direct (x) the Trustee to accept or participate in or decline or refuse to participate in such Offer and, in the case
of acceptance or participation, to release from the Lien of this Indenture such Portfolio Asset in accordance with the terms of
the Offer against receipt of payment therefor, or (y) the Issuer or the Trustee to agree to or otherwise act with respect
to such consent, waiver, amendment or modification; provided that in the absence of any such direction, the Trustee shall
not respond or react to such Offer or request.



 


		(d)	As provided in Section 10.2(a), the Trustee shall deposit any proceeds received by it from
the disposition of a Portfolio Asset in the applicable subaccount of the Collection Account, unless simultaneously applied to the
purchase of additional Portfolio Assets or Eligible Investments as permitted under and in accordance with the requirements of this
Article 10 and Article 12.



 


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



 


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



 


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



 


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


 


		10.8	Section 3(c)(7) Procedures



 


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



 






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



 


		(ii)	The Issuer will direct (or cause its agent to direct) DTC to cause each physical deliver order
ticket that is delivered by DTC to purchasers to contain the 20-character security descriptor. The Issuer will direct (or cause
its agent to direct) DTC to cause each deliver order ticket that is delivered by DTC to purchasers in electronic form to contain
a “3c7” indicator and a related user manual for participants. Such user manual will contain a description of the relevant
restrictions imposed by Section 3(c)(7).



 


		(iii)	On or prior to each of the Closing Date and the Second Closing Date, the Issuer will instruct (or
cause its agent to direct) DTC to send a Section 3(c)(7) Notice to all DTC participants in connection with the offering of
the Global Notes.



 


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



 


		(v)	The Issuer will cause each CUSIP number obtained for a Global Note to have a fixed field containing
“3c7” and “144A” indicators, as applicable, attached to such CUSIP number.



 


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



 


		11.	Application of Cash



 


		11.1	Disbursements of Cash from Payment Account



 


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


 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


		12.1	Sales of Portfolio Assets



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


		12.2	Acquisition of Portfolio Assets; Eligible Investments



 


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



 


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



 






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



 


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



 


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



 


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



 


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


 


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



 


		12.3	Conditions Applicable to All Sale and Purchase Transactions



 


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



 






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



 


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



 


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


 


The seller will take such action
as is necessary to maintain the perfection and priority of the security interest of the Issuer and the Trustee in each Loan. The
seller shall from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing
of all such Financing Statements, continuation statements, instruments of further assurance and other instruments, and shall take
such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Issuer, the Trustee, the
Holders of the Notes and other Secured Parties hereunder and to: (i) grant more effectively the security interest in all or
any portion of each Loan; (ii) maintain, preserve and perfect any grant made or to be made by the Master Loan Purchase Agreement
including, without limitation, the first priority nature of the Lien (subject to Permitted Liens) or carry out more effectively
the purposes hereof; (iii) perfect, publish notice of or protect the validity of any grant made or to be made by the Master
Loan Purchase Agreement (including any and all actions necessary or desirable as a result of changes in law or regulations); (iv) enforce
any of the Loans or other instruments or property included in the Loans; (v) preserve and defend title to the Loans and the
rights therein of the Issuer, the Trustee and the Holders of the Notes and other Secured Parties in the Loans against the claims
of all Persons and parties; or (vi) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the
Loans.


 






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


 


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


 


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



 






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



 


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



 


“Notwithstanding any other provision
of this Agreement:


 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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


 


		13.	Relations Among Holders



 


		13.1	Relations among Holders



 


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


 


		13.2	Standard of Conduct



 


In exercising any of its or their voting rights, rights to direct
and consent or any other rights as a Holder under this Indenture, a Holder or Holders shall not have any obligation or duty to
any Person or to consider or take into account the interests of any Person and shall not be liable to any Person for any action
taken by it or them or at its or their direction or any failure by it or them to act or to direct that an action be taken, without
regard to whether such action or inaction benefits or adversely affects any Holder, the Issuer, or any other Person, except for
any liability to which such Holder may be subject to the extent the same results from such Holder’s taking or directing an
action, or failing to take or direct an action, in bad faith or in violation of the express terms of this Indenture.


 






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		14.	Miscellaneous



 


		14.1	Form of Documents Delivered to Trustee



 


In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an Officer of the Issuer or the Collateral
Manager may and, where required by the Issuer shall, be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel (provided that such counsel is a nationally or internationally recognized and reputable
law firm), unless such Officer knows, or should know that the certificate or opinion or representations with respect to the matters
upon which such certificate or opinion is based are erroneous. Any such certificate of an Officer of the Issuer or the Collateral
Manager or Opinion of Counsel may and, where required by the Issuer, shall be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, the Issuer, the Collateral Manager or any other Person, stating that the
information with respect to such factual matters is in the possession of the Issuer, the Collateral Manager or such other Person,
unless such Officer of the Issuer or the Collateral Manager or such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous. Any Opinion of Counsel may also be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an Officer of the Collateral Manager, the Issuer, or any other Person
stating that the information with respect to such matters is in the possession of the Collateral Manager, the Issuer or such other
Person, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.


 


Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument.


 


Whenever in this Indenture it is provided that the absence of the
occurrence and continuation of a Default or Event of Default is a condition precedent to the taking of any action by the Trustee
at the request or direction of the Issuer, then notwithstanding that the satisfaction of such condition is a condition precedent
to the Issuer’s right to make such request or direction, the Trustee shall be protected in acting in accordance with such
request or direction if it does not have knowledge of the occurrence and continuation of such Default or Event of Default as provided
in Section 6.1(d).


 


		14.2	Acts of Holders



 


		(a)	Any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in writing or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced
thereby) are herein sometimes referred to as the Act of the Holders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 14.2.



 






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		(b)	The fact and date of the execution by any Person of any such instrument or writing may be proved
in any manner which the Trustee deems sufficient.



 


		(c)	The principal amount or face amount, as the case may be, and registered numbers of Notes held by
any Person, and the date of such Person’s holding the same, shall be proved by the Note Register.



 


		(d)	Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder
of any Notes shall bind the Holder (and any transferee thereof) of such and of every Note issued upon the registration thereof
or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Issuer
or any other Person in reliance thereon, whether or not notation of such action is made upon such Note.



 


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



 


		(a)	Any request, demand, authorization, direction, instruction, order, notice, consent, waiver or Act
of Holders or other documents provided or permitted by this Indenture to be made upon, given, delivered, e-mailed or furnished
to, or filed with:



 


		(i)	the Trustee shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing
next day delivery, by electronic mail, or by facsimile in legible form, to the Trustee addressed to it at its applicable Corporate
Trust Office, or at any other address previously furnished in writing to the other parties hereto by the Trustee, and executed
by an Authorized Representative of the entity sending such request, demand, authorization, direction, instruction, order, notice,
consent, waiver or other document (or, in the case of the Collateral Manager sending such request, demand, authorization, direction,
instruction, order, notice, consent, waiver or other document on behalf of the Issuer, executed by an Authorized Representative
of the Collateral Manager), provided that any demand, authorization, direction, instruction, order, notice, consent, waiver
or other document is sent to the Corporate Trust Office;



 






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



 


		(iii)	the Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed,
first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile or other electronic transmission
in legible form, to the Collateral Manager addressed to it at CĪON Investment Management, LLC, 3 Park Avenue, 36th Floor,
New York, NY 10016, Attention: Keith Franz, telephone no. 212 418 4710, e-mail: kfranz@ cioninvestments.com, or at any other
address previously furnished in writing to the other parties hereto by the Collateral Manager;



 


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



 


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



 


		(vi)	the Liquidation Agent shall be sufficient for every purpose hereunder if in writing and mailed,
first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile or other electronic transmission
in legible form, addressed to UBS AG, London Branch, Structured Funding, 1285 Avenue of the Americas, New York, NY 10019-6064,
Tel: (203) 719-1611, e-mail: OL-Structured-Financing-Group@ubs.com, or at any other address previously furnished in writing
to the other parties hereto by UBS.



 


		(b)	In the event that any provision in this Indenture calls for any notice or document to be delivered
simultaneously to the Trustee and any other Person, the Trustee’s receipt of such notice or document shall entitle the Trustee
to assume that such notice or document was delivered to such other Person unless otherwise expressly specified herein.



 


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



 






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		14.4	Notices to Holders; Waiver



 


Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event,


 


		(a)	such notice shall be sufficiently given to Holders if in writing and mailed, first class postage
prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Note Register (or, in the case
of Holders of Global Notes, emailed to DTC for distribution to each Holder affected by such event), not earlier than the earliest
date and not later than the latest date, prescribed for the giving of such notice; and



 


		(b)	such notice shall be in the English language.



 


Such notices will be deemed to have been given on the date of such
mailing.


 


Notwithstanding clause (a) above, a Holder may give the Trustee
a written notice that it is requesting that notices to it be given by electronic mail or by facsimile transmissions and stating
the electronic mail address or facsimile number for such transmission. Thereafter, the Trustee shall give notices to such Holder
by electronic mail or facsimile transmission, as so requested; provided that if such notice also requests that notices be
given by mail, then such notice shall also be given by mail in accordance with clause (a) above.


 


The Trustee will deliver to the Holders any information or notice
relating to this Indenture requested to be so delivered by at least 25% of the Holders (by Aggregate Outstanding Amount), at the
expense of the Issuer; provided that the Trustee may decline to send any such notice that it reasonably determines to be
contrary to (i) any of the terms of this Indenture, (ii) any duty or obligation that the Trustee may have hereunder or
(iii) applicable law. The Trustee may require the requesting Holders to comply with its standard verification policies in
order to confirm Holder status.


 


Neither the failure to mail any notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. In case by reason
of the suspension of regular mail service as a result of a strike, work stoppage or similar activity or by reason of any other
cause it shall be impracticable to give such notice by mail of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then such notification to Holders as shall be made with the approval of the Trustee shall constitute
a sufficient notification to such Holders for every purpose hereunder.


 


Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall
be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


		14.5	Effect of Headings and Table of Contents



 


The Article and Section headings herein (including those used in
cross-references herein) and the Table of Contents are for convenience only and shall not affect the construction hereof.


 






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		14.6	Successors and Assigns



 


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


 


		14.7	Severability



 


If any term, provision, covenant or condition of this Indenture
or the Notes, or the application thereof to any party hereto or any circumstance, is held to be unenforceable, invalid or illegal
(in whole or in part) for any reason (in any relevant jurisdiction), the remaining terms, provisions, covenants and conditions
of this Indenture or the Notes, modified by the deletion of the unenforceable, invalid or illegal portion (in any relevant jurisdiction),
will continue in full force and effect, and such unenforceability, invalidity, or illegality will not otherwise affect the enforceability,
validity or legality of the remaining terms, provisions, covenants and conditions of this Indenture or the Notes, as the case may
be, so long as this Indenture or the Notes, as the case may be, as so modified continues to express, without material change, the
original intentions of the parties as to the subject matter hereof and the deletion of such portion of this Indenture or the Notes,
as the case may be, will not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties.


 


		14.8	Benefits of Indenture



 


The Liquidation Agent, the Collateral Manager, the Bank and (solely
for purposes of Section 12.1(a)(iv), Section 12.2(a)(v), as provided in Section 2.13(h) and any other provision
hereof that specifically provides for UBS to have the right to make a determination, receive a notice, report or certificate, make
a request, give consent or otherwise exercise discretion) UBS shall each be an express third party beneficiary of each agreement
or obligation in this Indenture (including, without limitation, any right to make a determination, receive a notice, report or
certificate, make a request, give consent or direct a disposition expressed as being exercisable by the Liquidation Agent or Collateral
Manager hereunder). Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Holders, the Collateral Manager, the Liquidation Agent, the Collateral Administrator
and the Bank, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


		14.9	Legal Holidays



 


In the event that the date of any Payment Date, Redemption Date
or Stated Maturity shall not be a Business Day, then notwithstanding any other provision of the Notes or this Indenture, payment
need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on
the nominal date of any such Payment Date, Redemption Date or Stated Maturity date, as the case may be.


 






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		14.10	Governing Law



 


This Indenture and the Notes shall be construed in accordance with,
and this Indenture and the Notes and any matters arising out of or relating in any way whatsoever to this Indenture or the Notes,
shall be governed by, the law of the State of New York.


 


		14.11	Submission to Jurisdiction



 


With respect to any suit, action or proceedings relating to this
Indenture or any matter between the parties arising under or in connection with this Indenture (Proceedings), each
party irrevocably: (i) submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in
the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from
any thereof; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought
in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right
to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Indenture
precludes any of the parties from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one
or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


		14.12	WAIVER OF JURY TRIAL



 


EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE OF SUCH NOTE OR INTEREST THEREIN SHALL BE DEEMED TO WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent or attorney
of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it has been induced to enter into this Indenture by, among other things, the mutual
waivers and certifications in this paragraph.


 


		14.13	Counterparts



 


This Indenture (and each amendment, modification and waiver in respect
of this Indenture) may be executed and delivered in counterparts (including by e-mail, facsimile or other electronic transmission),
each of which will be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed
counterpart of this Indenture by e-mail (PDF), facsimile or other electronic transmission shall be effective as delivery of a manually
executed counterpart of this Indenture.


 


		14.14	Acts of Issuer



 


Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or performed by the Issuer shall be effective if given or performed
by the Issuer or by the Collateral Manager on the Issuer’s behalf.


 






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		14.15	Confidential Information



 


		(a)	The Trustee, the Collateral Administrator and each Holder of Notes will maintain the confidentiality
of and will not disclose the Confidential Information; provided that such Person may deliver or disclose Confidential Information
to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys and Affiliates who agree to hold confidential
the Confidential Information substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure
is reasonably required for the administration of this Indenture, the matters contemplated hereby or the investment represented
by the Notes; (ii) such Person’s financial advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure
is reasonably required for the administration of this Indenture, the matters contemplated hereby or the investment represented
by the Notes; (iii) any other Holder; (iv) any Person of the type that would be, to such Person’s knowledge, permitted
to acquire Notes in accordance with the requirements of Section 2.5 hereof to which such Person sells or offers to sell any
such Note or any part thereof or from whom such Person seeking financing on the Note or any part thereof (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14.15); (v) any
other Person from which such former Person offers to purchase any security of the Issuer (if such other Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14.15); (vi) any
Federal or State or other regulatory, governmental or judicial authority having jurisdiction over such Person; (vii) the National
Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access
to information about the investment portfolio of such Person, reinsurers and liquidity and credit providers that agree to hold
confidential the Confidential Information substantially in accordance with this Section 14.15; (viii) any other Person
with the prior written consent of the Issuer, the Sole Member, the Liquidation Agent or the Collateral Manager; or (ix) any
other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule,
regulation or order applicable to such Person, (B) in response to any subpoena or other legal process upon prior notice to
the Issuer (unless and to the extent such notice is prohibited by applicable law, rule, order or decree or other requirement having
the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice to the Issuer (unless
and to the extent such notice is prohibited by applicable law, rule, order or decree or other requirement having the force of law)
or (D) if an Event of Default has occurred and is continuing, to the extent such Person may reasonably determine such delivery
and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes
or this Indenture or (E) in the Trustee’s or Collateral Administrator’s performance of its obligations under this
Indenture, the Collateral Administration Agreement or other transaction document related thereto; and provided that delivery
to Holders by the Trustee or the Collateral Administrator of any report of information required by the terms of this Indenture
to be provided to Holders shall not be a violation of this Section 14.15. Each Holder of Notes agrees, except as set forth
in clauses (vi), (vii) and (ix) above, that it shall use the Confidential Information for the sole purpose of making
an investment in the Notes or administering its investment in the Notes; and that the Trustee and the Collateral Administrator
shall neither be required nor authorized to disclose to Holders any Confidential Information in violation of this Section 14.15.
In the event of any required disclosure of the Confidential Information by such Holder, such Holder agrees to use reasonable efforts
to protect the confidentiality of the Confidential Information. Each Holder of a Note, by its acceptance of a Note, will be deemed
to have agreed to be bound by and to be entitled to the benefits of this Section 14.15.



 






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		(b)	For the purposes of this Section 14.15, Confidential Information means information
delivered to the Trustee, the Collateral Administrator, any other party to a Transaction Document or any Holder of Notes by or
on behalf of the Issuer (or otherwise obtained by the Trustee, the Collateral Administrator, any other party to a Transaction Document
or any Holder from the Issuer or the Collateral Manager) in connection with and relating to the transactions contemplated by or
otherwise pursuant to this Indenture; provided that such term does not include information that: (i) was publicly known
or otherwise known to the Trustee, the Collateral Administrator or such Holder prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Trustee, the Collateral Administrator, any Holder or any person acting
on behalf of the Trustee, the Collateral Administrator or any Holder; (iii) otherwise is known or becomes known to the Trustee,
the Collateral Administrator or any Holder other than (x) through disclosure by or on behalf of the Issuer or the Collateral
Manager or (y) to the knowledge of the Trustee, the Collateral Administrator or a Holder, as the case may be, in each case
after reasonable inquiry, as a result of the breach of a fiduciary duty to the Issuer or the Collateral Manager or a contractual
duty to the Issuer or the Collateral Manager; or (iv) is allowed to be treated as non-confidential by prior written consent
of the Issuer.



 


		(c)	Notwithstanding the foregoing, the Trustee and the Collateral Administrator may disclose Confidential
Information to the extent disclosure thereof may be required by law or by any regulatory or Governmental Authority and the Trustee
and the Collateral Administrator may disclose on a confidential basis any Confidential Information to its agents, attorneys and
auditors in connection with the performance of its responsibilities hereunder.



 


		15.	Assignment of Certain Agreements



 


		15.1	Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution
Agreement, Master Loan Purchase Agreement and any Master Participation Agreement



 


		(a)	The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes
all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, the Collateral
Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement and any Master Participation Agreement
including (i) the right to give all notices, consents and releases thereunder, (ii) the right to receive all notices,
accountings, consents, releases and statements thereunder, (iii) the right to do any and all other things whatsoever that
the Issuer is or may be entitled to do thereunder, (iv) with respect to the Collateral Management Agreement, the right to
give all notices of termination and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder,
including the commencement, conduct and consummation of Proceedings at law or in equity, and (v) with respect to the Equity
Contribution Agreement, the right to give equity contribution notices and to do any and all other things whatsoever that the Issuer
is or may be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, the Issuer shall
retain, and the Trustee shall not have, the authority to exercise any of the rights set forth in (i) through (v) above or
that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority of the
Trustee shall terminate at such time, if any, as such Event of Default is cured or waived.



 






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		(b)	The assignment made hereby is executed as collateral security, and the execution and delivery hereby
shall not in any way impair or diminish the obligations of the Issuer under the provisions of the Collateral Management Agreement,
the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement and any Master Participation
Agreement nor shall any of the obligations contained in such agreements be imposed on the Trustee.



 


		(c)	Upon the retirement of the Notes, the payment of all amounts required to be paid pursuant to the
Priority of Payments and the release of the Collateral from the Lien of this Indenture, this assignment and all rights herein assigned
to the Trustee for the benefit of the Holders shall cease and terminate and all the estate, right, title and interest of the Trustee
in, to and under the Collateral Management Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement,
the Master Loan Purchase Agreement and any Master Participation Agreement shall revert to the Issuer and no further instrument
or act shall be necessary to evidence such termination and reversion.



 


		(d)	The Issuer represents that the Issuer has not executed any other assignment of the Collateral Management
Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement or any
Master Participation Agreement.



 


		(e)	The Issuer agrees that, subject to clause (c) above, this assignment is irrevocable, and that
it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The
Issuer will, from time to time upon request of the Trustee, execute all instruments of further assurance and all such supplemental
instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness of such assignment.



 


		(f)	The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral
Manager in the Collateral Management Agreement, to the following:



 


		(i)	The Collateral Manager shall consent to the provisions of this assignment and agree to perform
any provisions of this Indenture applicable to the Collateral Manager subject to the terms (including the standard of care set
forth in the Collateral Management Agreement) of the Collateral Management Agreement.



 






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		(ii)	The Collateral Manager shall acknowledge that the Issuer is assigning all of its right, title and
interest in, to and under the Collateral Management Agreement to the Trustee as representative of the Holders and the Collateral
Manager shall agree that all of the representations, covenants and agreements made by the Collateral Manager in the Collateral
Management Agreement are also for the benefit of the Trustee.



 


		(iii)	The Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications
and instruments delivered or required to be delivered by the Collateral Manager to the Issuer pursuant to the Collateral Management
Agreement.



 


		(iv)	Neither the Issuer nor the Collateral Manager will enter into any agreement amending, modifying
or terminating the Collateral Management Agreement (other than an amendment to correct inconsistencies, typographical or other
errors, defects or ambiguities) or selecting or consenting to a successor manager except with the consents and satisfaction of
the conditions specified in the Collateral Management Agreement entered into on the Closing Date.



 


		(v)	The Collateral Manager agrees not to cause the filing of a petition in a bankruptcy or similar
Proceeding against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration
of a period equal to one year and a day, or, if longer, the applicable preference period and a day, following such payment. Nothing
in this Section 15.1 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration
of the aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding
filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Member) or (B) any involuntary
insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or Sole Member.



 


		(vi)	From and after the occurrence and continuance of an Event of Default, the Collateral Manager shall
continue to perform and be bound by the provisions of the Collateral Management Agreement and this Indenture (except as otherwise
expressly provided in the Collateral Management Agreement).



 


		(vii)	From and after the occurrence and during the continuance of an Event of Default, and also if any
event occurs that under the Collateral Management Agreement would entitle the Issuer to terminate the Collateral Management Agreement
or remove or replace the Collateral Manager, the Collateral Manager shall not take or refrain from taking any action authorized
or required under the Collateral Management Agreement without the consent of the Majority Holders.



 






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		(g)	Upon a Trust Officer of the Trustee receiving written notice (i) from the Collateral Manager
that an event constituting “Cause” as defined in the Collateral Management Agreement has occurred, (ii) that the
Collateral Manager is resigning or is being removed, with or without “Cause” or (iii) of a successor collateral manager,
the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear in the Note Register).



 


		(h)	The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sole
Member in the Equity Contribution Agreement, to the following:



 


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



 


		(ii)	The Sole Member shall acknowledge that the Issuer is assigning all of its right, title and interest
in, to and under the Equity Contribution Agreement to the Trustee as representative of the Holders and the Sole Member shall agree
that all of the representations, covenants and agreements made by the Sole Member in the Equity Contribution Agreement are also
for the benefit of the Trustee.



 


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



 


		(iv)	Neither the Issuer nor the Sole Member will enter into any agreement amending, modifying or terminating
the Equity Contribution Agreement (other than an amendment to correct inconsistencies, typographical or other errors, defects or
ambiguities that, in each case, does not in any way affect the maintenance of a consistent aggregate Advance Value of Portfolio
Assets and Cash held by the Issuer by means of contributions and withdrawals under the Equity Contribution Agreement) without prior
written consent of the Trustee (which shall be given at the direction of the Majority Holders) and the Liquidation Agent.



 


		(v)	The Sole Member agrees not to cause the filing of a petition in a bankruptcy or similar Proceeding
against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period
equal to one year and a day, or, if longer, the applicable preference period and a day, following such payment. Nothing in this
Section 15.1 shall preclude, or be deemed to preclude, the Sole Member from taking any action prior to the expiration of the
aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed
or commenced on behalf of the Issuer at the direction of the Collateral Manager or the Sole Member) or (B) any involuntary
insolvency Proceeding filed or commenced by a Person other than the Sole Member or Collateral Manager.



 






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		(i)	The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the relevant
MPA Counterparty to any Master Participation Agreement, to the following:



 


		(i)	The relevant MPA Counterparty shall consent to the provisions of this assignment.



 


		(ii)	The relevant MPA Counterparty shall acknowledge that the Issuer is assigning all of its right,
title and interest in, to and under the relevant Master Participation Agreement to the Trustee as representative of the Holders
and the relevant MPA Counterparty shall agree that all of the representations, covenants and agreements made by the relevant MPA
Counterparty in the relevant Master Participation Agreement are also for the benefit of the Trustee.



 


		(iii)	The relevant MPA Counterparty shall deliver to the Trustee copies of all notices, statements, communications
and instruments delivered or required to be delivered by the relevant MPA Counterparty to the Issuer pursuant to the relevant Master
Participation Agreement.



 


		(iv)	The relevant MPA Counterparty agrees not to cause the filing of a petition in a bankruptcy or similar
Proceeding against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration
of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this
Section 15.1 shall preclude, or be deemed to stop, an MPA Counterparty from taking any action prior to the expiration of the
aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed
or commenced on behalf of the Issuer at the direction of the relevant MPA Counterparty or Sole Member) or (B) any involuntary insolvency
Proceeding filed or commenced by a Person other than the relevant MPA Counterparty or Sole Member.



 


		(v)	From and after the occurrence and continuance of an Event of Default, the relevant MPA Counterparty
shall continue to perform and be bound by the provisions of the relevant Master Participation Agreement (except as otherwise expressly
provided in any Master Participation Agreement).



 


– signature page follows –


 




    	 	Page 142



     


    

 


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


 


MURRAY HILL FUNDING II, LLC,


Issuer


 


	By:	MURRAY HILL FUNDING, LLC,	 
	Sole Member	 
	 	 	 
	By:	/s/ Michael A. Reisner	 
	 	Name:  Michael A. Reisner	 
	 	Title:    Co-Chief Executive Officer	 



 



     


     


    

 


	U.S. BANK NATIONAL ASSOCIATION,	 
	as Trustee	 
	 	 	 
	By:	/s/ Ralph J. Creasia, Jr.	 
	 	Name:  Ralph J. Creasia, Jr.	 
	 	Title:    Senior Vice President	 


 




     


     


    

 


SCHEDULE 1


 


Initial Portfolio Assets