Exhibit 10.1


 


EXECUTION COPY


 


SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental
Indenture (which, for the avoidance of doubt, includes the Second Amended and Restated Indenture (defined below))) dated
as of June 6, 2016 between:


 


BDCA HELVETICA FUNDING, LTD., an exempted company incorporated
with limited liability under the laws of the Cayman Islands (the Issuer); and


 


U.S. BANK NATIONAL ASSOCIATION, as trustee (herein, together
with its permitted successors and assigns in the trusts hereunder, the Trustee).


 


PRELIMINARY STATEMENTS


 


(A)     The Issuer
and the Trustee are party to an Amended and Restated Indenture dated as of July 10, 2015 (the Indenture) providing
for the issuance of U.S.$420,000,000 aggregate principal amount of Notes due April 7, 2025.


 


(B)     Section
8.2 of the Indenture provides that the Indenture may be amended by the Issuer and the Trustee with the written consent of each
Holder and the Collateral Manager.


 


(C)     Pursuant
to Section 8.2 of the Indenture, the Issuer has requested that the Trustee enter into, and that each Holder and the Collateral
Manager consent to, this Second Supplemental Indenture (x) amending certain provisions of the Indenture and (y) providing for an
additional issuance of Class A Notes in an aggregate principal amount of U.S.$69,474,000, in each case as set forth in the Second
Amended and Restated Indenture (as defined below).


 


Section 1.  Definitions. Terms used but not
otherwise defined herein have the respective meanings given to such terms in the Indenture.


 


Section 2.  Amendments.
With effect from and including the date hereof, the Indenture shall be amended and restated in the form of the Second Amended and
Restated Indenture (the Second Amended and Restated Indenture) attached hereto as Exhibit A, which shall supersede
the Indenture in its entirety.


 


Section 3.  Execution, Delivery
and Validity. The Issuer represents and warrants to the Trustee and the other parties hereto that this Second Supplemental
Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms. UBS AG, London Branch (UBS AG), by executing and delivering a counterpart
of this Second Supplemental Indenture, hereby certifies that it is the beneficial owner of U.S.$420,000,000 in aggregate principal
amount of Class A Notes issued pursuant to the Indenture (UBS AG in such capacity, the Sole Holder).


 




     


     


    

 


Section 4.  Indenture Otherwise Unchanged.
Except as herein provided, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture
and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as
the same may be further amended, supplemented and otherwise modified and in effect from time to time.


 


Section 5.  Waiver of notice
requirements; Opinion of Counsel. For the purposes of this Second Supplemental Indenture: (a) the Trustee, the Collateral Manager,
the Collateral Administrator and the Sole Holder, by executing and delivering a counterpart of this Second Supplemental Indenture,
each hereby waives any right under the Transaction Documents to prior or subsequent notice of this Second Supplemental Indenture
and (b) the Issuer, the Collateral Manager, and the Sole Holder, by executing and delivering a counterpart of this Second Supplemental
Indenture, each hereby agrees, based on its own independent evaluation (in reliance on the advice of its own legal counsel where
necessary and appropriate), that the execution of this Second Supplemental Indenture is authorized and permitted by the Indenture
and that all conditions precedent thereto have been satisfied or are hereby waived and accordingly that, for all purposes under
the Indenture, including without limitation Section 8.3 thereof, the Trustee shall be permitted to rely on this Section 5(b), and
shall be fully protected in so relying on this Section 5(b), in lieu of any requirement to obtain an Opinion of Counsel (and the
Trustee is hereby expressly instructed by the Sole Holder not to obtain an Opinion of Counsel in connection herewith). Each of
the Issuer and the Sole Holder hereby consents to the Trustee’s execution of this Second Supplemental Indenture, directs the Trustee
to execute this Second Supplemental Indenture and acknowledges and agrees that the Trustee shall be fully protected in relying
upon the foregoing consent and direction and hereby releases the Trustee and its respective officers, directors, agents, employees
and shareholders, as applicable, from any liability for complying with such direction, including but not limited to any claim that
this Second Supplemental Indenture is not authorized or permitted by the Indenture or the Transaction Documents or any claim that
some or all of the conditions precedent to the execution of this Second Supplemental Indenture have not been complied with.


 


Section 6.  Waiver of Event
of Default. The Sole Holder, pursuant to Section 5.14 of the Indenture, hereby waives any Event of Default that may have occurred
under the Indenture prior to the date hereof as a result of any breach by the Issuer of Section 7.12 of the Indenture (including
any breach of Section 12.2(a)(iii) of the Indenture resulting from the occurrence and continuance of such breach of Section 7.12
of the Indenture) to the extent that such breach would not constitute a breach of Section 7.12 of the Second Amended and Restated
Indenture. The Sole Holder hereby waives any Event of Default that may have occurred under the Global Master Repurchase Agreement
prior to the date hereof as a result of any Event of Default under the Indenture that has been waived pursuant to the foregoing
sentence. Business Development Corporation of America shall be an express third-party beneficiary of the foregoing sentence.


 


Section 7.  Binding Effect. This Second Supplemental
Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 




     


     


    

 


Section 8.  Counterparts.
This Second Supplemental Indenture may be executed and delivered in any number of counterparts (including by facsimile or email
transmission), 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 9.  Governing Law.
This Second Supplemental Indenture shall be construed in accordance with, and this Second Supplemental Indenture and all matters
arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Second Supplemental Indenture
shall be governed by, the law of the State of New York.


 


Section 10.  Acceptance by
Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as
the statements of the Issuer and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect
to the validity, execution or sufficiency of this Second Supplemental Indenture and makes no representation with respect thereto.



 




     


     


    

 


In Witness
Whereof, we have set our hands as of the day and year first written above.


 





EXECUTED AS A DEED BY


 


	BDCA HELVETICA FUNDING, LTD.,	 
	as Issuer	 	 
	 	 	 
	By:	/s/ James A. Fisher	 
	 	Name: James A. Fisher	 
	 	Title: President & COO	 
	 	 	 
	In the presence of:	 
	 	 	 
	Witness: 	/s/ Christina Bostic	 
	 	Name: Christina Bostic	 
	 	Occupation: Finance	 
	 	Title: Administrative Assistant	 


 


	U.S. BANK NATIONAL ASSOCIATION.
	as Trustee	 
	 	 	 
	By:	/s/ Maria D. Calzado	 
	 	Name: Maria D. Calzado	 
	 	Title: Senior Vice President	 







 


Signature Page to Second Supplemental Indenture


 




     


     


    

 


The undersigned hereby consent to, and acknowledge and agree
to the terms of, this Second Supplemental Indenture (solely for purposes of waiving the prior notice requirements, in the case
of the Collateral Administrator):


 


	BUSINESS DEVELOPMENT CORPORATION OF AMERICA,
	as Collateral Manager	 
	 	 	 
	By:	/s/ James A. Fisher	 
	 	Name: James A. Fisher	 
	 	Title: President & COO	 
	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,	 
	as Collateral Administrator	 
	 	 	 
	By:	/s/ Maria D. Calzado	 
	 	Name: Maria D. Calzado	 
	 	Title: Senior Vice President	 
	 	 	 
	UBS AG, LONDON BRANCH,	 
	as the Sole Holder	 
	 	 	 
	By:	/s/ Trevor Spencer	 
	 	Name: Trevor Spencer	 
	 	Title: Authorized Signatory	 
	 	 	 
	By:	/s/ Ben Stewart	 
	 	Name: Ben Stewart	 
	 	Title: Authorized Signatory	 


 


Signature Page to Second Supplemental Indenture


 




     


     


    

 


EXHIBIT A


 


(attached)


 


Exhibit A to Second
Supplemental Indenture


 




     


     


    

 


Dated as of June 6, 2016


 


BDCA HELVETICA FUNDING, LTD.,


as Issuer


 


U.S. BANK NATIONAL ASSOCIATION


as Trustee


 





 



  


SECOND AMENDED AND RESTATED


INDENTURE


 





 



  




     


     


    

 


CONTENTS


 


	SECTION	 	PAGE
	 	 	 	 	 	 
	1.	 	Definitions	 	2
	 	1.1	 	Definitions	 	2
	 	1.2	 	Assumptions as to Collateral	 	28
	2.	 	The Notes	 	30
	 	2.1	 	Forms Generally	 	30
	 	2.2	 	Forms of Notes	 	30
	 	2.3	 	Authorized Amount; Stated Maturity; Denominations	 	33
	 	2.4	 	Execution, Authentication, Delivery and Dating	 	34
	 	2.5	 	Registration, Registration of Transfer and Exchange	 	34
	 	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	 	48
	 	2.9	 	Cancellation	 	48
	 	2.10	 	DTC Ceases to be Depository	 	49
	 	2.11	 	Non-Permitted Holders or Violation of ERISA
    Representations or Noteholder Reporting Obligations	 	50
	 	2.12	 	Tax Certification and Noteholder Reporting Obligations	 	52
	 	2.13	 	Subsequent Issuance	 	53
	3.	 	Conditions Precedent	 	53
	 	3.1	 	Conditions to Issuance of Notes on Closing Date	 	53
	 	3.2	 	Custodianship; Delivery of Portfolio Assets and Eligible Investments	 	57
	 	3.3	 	Application of Proceeds of Issuance	 	57
	4.	 	Satisfaction And Discharge	 	58
	 	4.1	 	Satisfaction and Discharge of Indenture	 	58
	 	4.2	 	Application of Trust Cash	 	59
	 	4.3	 	Repayment of Cash Held by Paying Agent	 	60
	 	4.4	 	Disposition of Illiquid Assets	 	60
	5.	 	 	Remedies	 	61


 




    	 	 i	 



     


    

 


	 	5.1	 	Events of Default	 	61
	 	5.2	 	Acceleration of Maturity; Rescission and Annulment	 	64
	 	5.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	64
	 	5.4	 	Remedies	 	66
	 	5.5	 	Optional Preservation of Collateral	 	68
	 	5.6	 	Trustee May Enforce Claims Without Possession of Notes	 	70
	 	5.7	 	Application of Cash Collected	 	70
	 	5.8	 	Limitation on Suits	 	70
	 	5.9	 	Unconditional Rights of Holders to Receive Principal and Interest	 	71
	 	5.10	 	Restoration of Rights and Remedies	 	71
	 	5.11	 	Rights and Remedies Cumulative	 	72
	 	5.12	 	Delay or Omission Not Waiver	 	72
	 	5.13	 	Control by Majority Holders	 	72
	 	5.14	 	Waiver of Past Defaults	 	72
	 	5.15	 	Undertaking for Costs	 	73
	 	5.16	 	Waiver of Stay or Extension Laws	 	73
	 	5.17	 	Sale of Collateral	 	74
	 	5.18	 	Action on the Notes	 	75
	6.	 	The Trustee	 	75
	 	6.1	 	Certain Duties and Responsibilities	 	75
	 	6.2	 	Notice of Default	 	77
	 	6.3	 	Certain Rights of Trustee	 	77
	 	6.4	 	Not Responsible for Recitals or Issuance of Notes	 	81
	 	6.5	 	May Hold Notes	 	81
	 	6.6	 	Cash Held in Trust	 	81
	 	6.7	 	Compensation and Reimbursement	 	81
	 	6.8	 	Corporate Trustee Required; Eligibility	 	83
	 	6.9	 	Resignation and Removal; Appointment of Successor	 	83
	 	6.10	 	Acceptance of Appointment by Successor	 	85
	 	6.11	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	 	85
	 	6.12	 	Co-Trustees	 	86
	 	6.13	 	Certain Duties of Trustee Related to Delayed Payment of Proceeds	 	87
	 	6.14	 	Authenticating Agents	 	87


 




    	 	 ii	 



     


    

 


	
         
	6.15	 	Withholding	 	88
	 	6.16	 	Representative for Holders Only; Agent for each other Secured Party	 	89
	 	6.17	 	Representations and Warranties of the Bank	 	89
	 	6.18	 	Electronic Communications	 	90
	7.	 	Covenants	 	90
	 	7.1	 	Payment of Principal and Interest	 	90
	 	7.2	 	Maintenance of Office or Agency	 	90
	 	7.3	 	Cash for Note Payments to be Held in Trust	 	91
	 	7.4	 	Existence of Issuer	 	93
	 	7.5	 	Protection of Collateral	 	94
	 	7.6	 	Opinions as to Collateral	 	96
	 	7.7	 	Performance of Obligations	 	96
	 	7.8	 	Negative Covenants	 	97
	 	7.9	 	Statement as to Compliance	 	99
	 	7.10	 	Issuer May Not Consolidate Except on Certain Terms	 	99
	 	7.11	 	Successor Substituted	 	99
	 	7.12	 	No Other Business	 	100
	 	7.13	 	Acquisition of Portfolio Assets	 	100
	 	7.14	 	Reporting	 	100
	 	7.15	 	Certain Tax Matters	 	101
	 	7.16	 	Restricted Transactions	 	101
	 	7.17	 	Investment Company Act	 	102
	 	7.18	 	Compliance with Laws	 	102
	8.	 	Supplemental Indentures	 	102
	 	8.1	 	Supplemental Indentures Without Consent of Holders of Notes	 	102
	 	8.2	 	Supplemental Indentures With Consent of Holders of Notes	 	104
	 	8.3	 	Execution of Supplemental Indentures	 	104
	 	8.4	 	Determination of Effect on Holders	 	106
	 	8.5	 	Effect of Supplemental Indentures	 	106
	 	8.6	 	Reference in Notes to Supplemental Indentures	 	107
	9.	 	Redemption of Notes	 	107
	 	9.1	 	Optional Redemption	 	107
	 	9.2	 	Tax Redemption	 	108


 




    	 	 iii	 



     


    

 


	
         
	9.3	 	Redemption Procedures	 	108
	 	9.4	 	Notes Payable on Redemption Date	 	109
	10.	 	Accounts, Accountings And Releases	 	110
	 	10.1	 	Collection of Cash	 	110
	 	10.2	 	Collection Account	 	111
	 	10.3	 	Transaction Accounts	 	112
	 	10.4	 	Reinvestment of Funds in Accounts; Reports by Trustee	 	114
	 	10.5	 	Accountings	 	116
	 	10.6	 	Release of Collateral	 	122
	 	10.7	 	Procedures Relating to the Establishment of
    Accounts Controlled by the Trustee	 	123
	 	10.8	 	Section 3(c)(7) Procedures	 	123
	11.	 	Application Of Cash	 	124
	 	11.1	 	Disbursements of Cash from Payment Account	 	124
	12.	 	Sale of Portfolio Assets; purchase of additional Portfolio Assets	 	126
	 	12.1	 	Sales of Portfolio Assets	 	126
	 	12.2	 	Acquisition of Portfolio Assets; Eligible Investments	 	127
	 	12.3	 	Conditions Applicable to All Sale and Purchase Transactions	 	128
	13.	 	Relations among Holders	 	128
	 	13.1	 	Relations among Holders	 	128
	 	13.2	 	Standard of Conduct	 	129
	14.	 	Miscellaneous	 	129
	 	14.1	 	Form of Documents Delivered to Trustee	 	129
	 	14.2	 	Acts of Holders	 	130
	 	14.3	 	Notices, etc., to Trustee, the Issuer, the
    Collateral Manager, the Collateral Administrator, the Paying Agent, the Liquidation Agent	 	131
	 	14.4	 	Notices to Holders; Waiver	 	132
	 	14.5	 	Effect of Headings and Table of Contents	 	133
	 	14.6	 	Successors and Assigns	 	133
	 	14.7	 	Severability	 	134
	 	14.8	 	Benefits of Indenture	 	134
	 	14.9	 	Legal Holidays	 	134
	 	14.10	 	Governing Law	 	134


 




    	 	 iv	 



     


    

 


	
         
	14.11	 	Submission to Jurisdiction	 	135
	 	14.12	 	WAIVER OF JURY TRIAL	 	135
	 	14.13	 	Counterparts	 	135
	 	14.14	 	Acts of Issuer	 	135
	 	14.15	 	Confidential Information	 	136
	15.	 	Assignment Of Certain Agreements	 	137
	 	15.1	 	Assignment of Collateral Management Agreement,
    Collateral Administration Agreement, Equity Contribution Agreement and Master Loan Purchase Agreement.	 	137


 


Schedules and Exhibits


 


	Schedule 1	 	Moody’s Industry Classifications
	Schedule 2	 	S&P Industry Classifications
	 	 	 
	 	 	 
	Exhibit A	 	Forms of Notes
	A1	 	Form of Global Class A Note
	A2	 	Form of Certificated Class A Note
	 	 	 
	Exhibit B	 	Forms of Transfer and Exchange Certificates
	B1	 	Form of Transferor Certificate for Transfer of
    Rule 144A Global Note or Certificated Note to Regulation S Global Note
	B2	 	Form of Purchaser Representation Letter for Certificated Notes
	B3	 	Form of Transferor Certificate for Transfer of
    Certificated Note to Rule 144A Global Note
	B4	 	Form of Transferee Certificate of Rule 144A Global Note
	B5	 	Form of Transferee Certificate of Regulation S Global Note
	 	 	 
	Exhibit C	 	Form of Beneficial Owner Certificate
	 	 	 


 




    	 	 v	 



     


    

 


EXECUTION COPY


 


SECOND AMENDED AND RESTATED INDENTURE
(this Indenture), dated as of June 6, 2016 between BDCA HELVETICA FUNDING, LTD., an exempted company incorporated
with limited liability under the laws of the Cayman Islands (the Issuer) and U.S. BANK NATIONAL ASSOCIATION,
as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee).


 


This Indenture amends, restates and supersedes
that certain Amended and Restated Indenture dated as of July 10, 2015 between the Issuer and the Trustee, which amended, restated
and superseded that certain Indenture dated as of April 7, 2015 between the Issuer and the Trustee.


 


PRELIMINARY STATEMENT


 


The Issuer is duly authorized to execute
and deliver the Second Supplemental Indenture dated as of June 6, 2016 between the Issuer and the Trustee to which is attached
this Indenture to provide for the Notes issuable as provided in this Indenture. Except as otherwise provided herein, all covenants
and agreements made by the Issuer herein are for the benefit and security of the Secured Parties. The Issuer is entering into this
Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.


 


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


 


GRANTING CLAUSES


 


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


 




     


     


    

 


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


 


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


 


		1.	Definitions



 


		1.1	Definitions



 


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


 




    	 	Page 2



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 3



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


		(a)	the obligation is a Loan (excluding any Participation Interest) or a Bond;



 


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



 


		(c)	the obligation is not a lease;



 


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



 


		(e)	the obligation provides for payments of interest on the principal amount thereof at a rate per
annum equal to either (i) a fixed rate or (ii) a floating rate (subject to any applicable floor) that is computed based upon the
sum of a spread and a generally recognized floating interest rate index that is reset no less frequently than semi-annually;



 


		(f)	the obligation is not an obligation by which its terms provide for an increase or decrease in the
per annum interest rate payable thereon solely as a function of the passage of time (other than as a result of any change in any
underlying index on which such rate is based);



 




    	 	Page 4



     


    

 


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



 


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



 


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



 


		(j)	the Issuer would be entitled to receive all interest payments on such obligation free of U.S. Federal
or foreign withholding tax or, in the case of foreign withholding tax, would be entitled to receive “gross-up” payments
that cover the full amount of such withholding taxes;



 


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



 


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



 


		(m)	the obligation is Registered;



 


		(n)	the obligation is not a Synthetic Security;



 


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



 


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



 


		(q)	either (i) the obligation is capable of being assigned or novated to, at a minimum, commercial
banks or financial institutions (irrespective of their jurisdiction of organization) that are not then a lender or a member of
the relevant lending syndicate, without the consent of any Portfolio Asset Obligor or any agent or (ii) the obligation is capable
of being assigned with the consent of a Portfolio Asset Obligor or an agent.



 


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


 




    	 	Page 5



     


    

 


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


 


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


 


Balance:  On
any date, with respect to Cash or Eligible Investments in any Account, the aggregate of the (i) current balance of Cash, demand
deposits, time account deposits, overnight bank deposits, bankers’
acceptances and certificates of deposit; (ii) principal amount of any interest-bearing Eligible Investments; and (iii) the accreted
amount (but not greater than the face amount) of any non-interest-bearing Eligible Investments other than Cash. 


 


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


 


Bankruptcy Law:  The
federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2013 Revision) of the Cayman Islands,
the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2008 of the Cayman Islands and the Companies Winding Up Rules
2008 of the Cayman Islands, each as amended from time to time.


 


Benefit Plan Investor:  An
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Part 4 of Title I of ERISA, a plan to which Section
4975 of the Code applies or an entity whose underlying assets include “plan assets” by reason of such an employee benefit
plan’s or a plan’s investment in such entity.


 




    	 	Page 6



     


    

 


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


 


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


 


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


 


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


 


Certificate of Authentication:  The
meaning specified in Section 2.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Closing Date: April 7, 2015.


 




    	 	Page 7



     


    

 


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 Management Agreement:
The Amended and Restated Collateral Management Agreement dated as of the Second Amendment and Restatement 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, as amended, modified or restated from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 8



     


    

 


Corporate Trust
Office:  The corporate trust office of the Trustee at which this Indenture is administered, currently
located at One Federal Street, 3rd Floor, Boston, MA 02110, Attention: Global Corporate Trust Services –
BDCA Helvetica Funding, Ltd. and, for transfer purposes and presentment, U.S. Bank Global Corporate Trust Services, 111
Fillmore Avenue East, St. Paul, MN 55107-1402, Attention: Bond Transfer Services; or, in each such case, such other address
as the Trustee may designate from time to time by notice to the Holders of the Notes, the Collateral Manager and the Issuer
or the principal corporate trust office of any successor Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 9



     


    

 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 




    	 	Page 10



     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



Custodian’s securities account, and


 


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



 


		(vi)	in the case of Cash,



 


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



 


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



 




    	 	Page 11



     


    

 


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



 


		(vii)  	in the case of each general intangible,



 


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



 


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



 


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


 


Determination Date: The last day of each Monthly
Period.


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 12



     


    

 


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 unless such Eligible Investments are issued by the Bank, in which event such Eligible Investments
may mature on such Payment Date; and (2) none of the foregoing obligations or securities shall constitute Eligible Investments
if (a) such obligation or security has an “f”, “r”, “p”, “pi”, “q”
or “t” subscript (or then equivalent subscript) assigned by S&P, (b) all, or substantially all, of the remaining
amounts payable thereunder consist of interest and not principal payments, (c) interest payments with respect to such obligations
or securities or proceeds of disposition would be subject to withholding taxes by any jurisdiction if received by the Sole Shareholder
unless, in the case of non-U.S. withholding tax, the payor is required to make “gross-up” payments that cover the full
amount of any such withholding tax, (d) such obligation or security is secured by real property, (e) such obligation or security
is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of
a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (g) in the Collateral Manager’s
judgment (as certified to the Trustee in writing), such obligation or security is subject to material non-credit related risks,
(h) such obligation is a Structured Finance Obligation, (i) such obligation or security is represented by a certificate of interest
in a grantor trust or (j) such obligation or security is not an identified banking product for purposes of 17 CFR 255.2(h)(2)(ii)
of the final rule implementing Section 13 of the Bank Holding Company Act of 1956, as amended, and any other applicable implementing
rule or regulation. Subject to the other requirements of this definition, Eligible Investments may include, without limitation,
those investments issued by or made with the Bank or for which the Bank or the Trustee or an Affiliate of the Bank or the Trustee
provides services and receives compensation.


 




    	 	Page 13



     


    

 


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


 


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


 


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


 


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


 


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


 


Event of Default: The meaning specified in Section
5.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 14



     


    

 


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


 


First Additional Global Notes:
Collectively, the First Additional Regulation S Global Note and the First Additional Rule 144A Global Note, together representing
the Notes issued on the First Amendment and Restatement Date.


 


First Additional Regulation S Global Note: The
Regulation S Global Note (CUSIP Number: G0905X AB2).


 


First Additional Rule 144A Global Note: The Rule
144A Global Note (CUSIP Number: 05544M AB9).


 


First Amendment and Restatement Date: July 10,
2015.


 


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 March 31, 2015 (including any annex, confirmation and
any transaction supplement exchanged thereunder and as amended, modified or otherwise supplemented from time to time) between the
Sole Shareholder and UBS.


 


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


 


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


 


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


 


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


 




    	 	Page 15



     


    

 


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


 


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


 


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


 


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


 


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


 


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.


 




    	 	Page 16



     


    

 


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


 


Initial Regulation S Global Note: The Regulation
S Global Note (CUSIP Number: G0905X AA4).


 


Initial Rule 144A Global Note: The Rule 144A Global
Note (CUSIP Number: 05544M AA1).


 


Initial Holder: Sole Shareholder.


 


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. 


 




    	 	Page 17



     


    

 


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


 


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


 


Interest Collections: With
respect to any Monthly Period, (a) all collections of interest, capitalized interest, fees and other amounts (other than Principal
Collections) paid in respect of any Portfolio Asset and received by the Issuer during such Monthly Period (whether or not directly
from the relevant Portfolio Asset Obligor), including the portion of the proceeds of any sale of any Portfolio Asset or collateral
securing a Portfolio Asset that in each case are 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.


 


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.


 




    	 	Page 18



     


    

 


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


 


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


 


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


 


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


 


Margin Stock: The meaning specified under Regulation
U.


 


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


 


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


 


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


 


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


 


Monthly Period: Each period
from, and including, the 15th calendar day of each calendar month (each, a Monthly Date) to, but excluding,
the next following Monthly Date, except that (a) the initial Monthly Period will commence on, and include, the Closing Date and
will end on, but exclude, the 15th day of April 2015 and (b) the final Monthly Period will end on, but exclude, the
date on which the Notes are paid in full or otherwise cancelled.


 


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


 




    	 	Page 19



     


    

 


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


 


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


 


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


 


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


 


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


 


Notes: The Class A Notes.


 


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


 


Offer: As defined in Section 10.6(c).


 


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


 


offshore transaction: The meaning specified in
Regulation S.


 


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


 


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


 


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


 




    	 	Page 20



     


    

 


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).


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	Page 21



     


    

 


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 a Bond. Unless the
context otherwise requires, all references to a Portfolio Asset will refer to a Loan or Bond 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”.


 


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


 


Principal Collections: With
respect to any Monthly Period, (a) all collections of principal on a Portfolio Asset (excluding any capitalized interest) paid
in cash in respect of any Portfolio Asset and received by the Issuer during such Monthly Period (whether or not directly from the
relevant Portfolio Asset Obligor), including the proceeds of any sale of any Portfolio Asset or collateral securing a Portfolio
Asset that in each case are properly attributable to principal (excluding proceeds of any sale properly attributable to capitalized
interest) (but not including any amounts deducted or withheld by any Obligor on a Portfolio Asset for or on account of any present
or future taxes, duties, assessments or governmental charges with respect to payments by such Obligor on such Portfolio Asset)
and (b) with respect to Eligible Investments credited to the Principal Collection Subaccount at any time during such Monthly Period,
all interest paid in cash on, and proceeds of, such Eligible Investments; provided that for the purposes of attributing
collections to principal and capitalized interest, such attribution shall be made (i) if the Underlying Instruments include provisions
for such attribution, then in accordance with such provisions and (ii) if the Underlying Instruments do not include any such provisions,
then on a pro rata basis.


 




    	 	Page 22



     


    

 


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


 


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


 


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


 


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


 


third, to the Bank in
each of its capacities (including as Collateral Administrator) pursuant to the Collateral Administration Agreement and other Transaction
Documents to which it is a party in any such capacity, up to an aggregate amount (together with amounts paid under “second”
above) of U.S.$250,000 per calendar year (pro rated for the partial calendar year 2015, and the year in which the Maturity or final
payment of the Notes occurs, based on actual number of days in such partial year and a 360 day year);


 


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


 


Priority of Payments: The meaning specified in
Section 11.1.


 


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


 


protected purchaser: The meaning specified in
Section 8-303 of the UCC.


 


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


 


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


 


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


 


Redemption Date: Any Payment Date specified for
a redemption in whole or in part of Notes pursuant to Article 9.


 


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


 




    	 	Page 23



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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 Additional Global Notes:
Collectively, the Second Additional Regulation S Global Note and the Second Additional Rule 144A Global Note, together representing
the Notes issued on the Second Amendment and Restatement Date.


 


Second Additional Regulation S Global Note: The
Regulation S Global Note (CUSIP Number: G0905X AC0).


 


Second Additional Rule 144A Global Note: The Rule
144A Global Note (CUSIP Number: 05544M AC7).


 


Second Amendment and Restatement Date: June 6,
2016.


 




    	 	Page 24



     


    

 


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


 


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



 


		(b)	is a Unitranche Loan.



 


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


 


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


 


Secured Parties: The meaning specified in the Granting Clauses. 


 


Securities Act:
The U.S. Securities Act of 1933, as amended.


 


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


 


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


 




    	 	Page 25



     


    

 


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


 


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


 


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


 


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


 


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


 


Subscription Agreement: Collectively,
(a) the agreement dated as of April 7, 2015 by and between the Issuer and the Sole Shareholder relating to the acquisition of U.S.$300,000,000
of the Notes, (b) the agreement dated as of July 10, 2015 by and between the Issuer and the Sole Shareholder relating to the acquisition
of U.S.$120,000,000 of the Notes and (c) the agreement dated as of the Second Amendment and Restatement Date by and between the
Issuer and the Sole Shareholder relating to the acquisition of U.S.$69,474,000 of the Notes.


 


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



 


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


 




    	 	Page 26



     


    

 


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


 


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


 


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


 


Tax Redemption: The meaning specified in Section
9.2.


 


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


 


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


 


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


 


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.


 




    	 	Page 27



     


    

 


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


 


UBS: UBS AG, London Branch.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


		1.2	Assumptions as to Collateral



 


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


 




    	 	Page 28



     


    

 


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



 


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



 


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



 


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



 


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



 


		(f)	To the extent in the reasonable determination of the Trustee
or Collateral Administrator, of any ambiguity in the interpretation of any definition or term contained in this Indenture or to
the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral
Administrator shall be entitled to request direction from the Collateral Manager (with a copy of such request being sent to the
Liquidation Agent) as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such
direction, and together with the Trustee, shall be entitled to conclusively rely thereon without any responsibility or liability
therefor.



 


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



 




    	 	Page 29



     


    

 


		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 three separate permanent global notes, each in definitive, fully registered form without
interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (each, 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) both
(I) a Qualified Institutional Buyer and (II) an Accredited Investor who is purchasing such Notes in a non-public transaction shall
be issued initially in the form of three separate permanent global notes, each in definitive, fully registered form without interest
coupons, substantially in the form attached as Exhibit A1 hereto (each, 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.



 


		(iv)	The Notes issued on the Closing Date (having an aggregate principal amount of U.S.$300,000,000)
shall be recorded on, and represented by, the applicable Initial Global Note. The Notes funded on the First Amendment and Restatement
Date (having an aggregate principal amount of U.S.$120,000,000) shall be recorded on, and represented by, the applicable First
Additional Global Note. The Notes funded on the Second Amendment and Restatement Date (having an aggregate principal amount of
U.S.$69,474,000) shall be recorded on, and represented by, the applicable Second Additional Global Note.



 




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After the first Payment Date
following the First Amendment and Restatement Date (with respect to the consolidation of any First Additional Global Note with
any Initial Global Note) and after the first Payment Date following the Second Amendment and Restatement Date (with respect to
the consolidation of any Second Additional Global Note with any Initial Global Note), the Note Registrar shall, on any Business
Day after such Payment Date, (x) upon receipt of instructions from DTC directing the Note Registrar to cause to be credited a
beneficial interest in the Initial Regulation S Global Note in an amount equal to the beneficial interest in the First Additional
Regulation S Global Note or the Second Additional Regulation S Global Note, as applicable, 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 First
Additional Regulation S Global Note or the Second Additional Regulation S Global Note, as applicable, by the aggregate principal
amount of the beneficial interest in the First Additional Regulation S Global Note or the Second Additional Regulation S Global
Note, as applicable, 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 Initial
Regulation S Global Note equal to the reduction in the principal amount of the First Additional Regulation S Global Note or the
Second Additional Regulation S Global Note, as applicable and (y) upon receipt of instructions from DTC, directing the Note Registrar
to cause to be credited a beneficial interest in the Initial Rule 144A Global Note in an amount equal to the beneficial interest
in the First Additional Rule 144A Global Note or the Second Additional Rule 144A Global Note, as applicable, 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 First Additional Rule 144A Global Note or the Second Additional Rule 144A Global Note, as applicable, by the
aggregate principal amount of the beneficial interest in the First Additional Rule 144A Global Note or the Second Additional Rule
144A Global Note, as applicable, 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 Initial Rule 144A Global Note equal to the reduction in the principal amount of the First Additional Rule 144A Global Note
or the Second Additional Rule 144A Global Note, as applicable. Upon the reduction to zero of the principal amount of a First Additional
Global Note or a Second Additional Global Note, the Trustee shall cancel such First Additional Global Note or Second Additional
Global Note according to Section 2.9. The Trustee, when any Global Notes are consolidated pursuant to this Section 2.2(b)(iv),
shall inform DTC of the “CUSIP” number of each Global Note that has been cancelled and that the Aggregate Outstanding
Amount of the Class A Notes previously represented by the First Additional Global Notes or Second Additional Global Notes, as
applicable, so consolidated shall be represented by the Initial Global Notes.


 


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



 


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



 


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


 


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


 




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		(e)	With respect to Global Notes, in the case of the consolidation
of Global Notes pursuant to Section 2.2(b)(iv), the Bank, as custodian for DTC, shall be authorized to endorse on Schedule A of
the relevant Global Note the amount and date of the increase or decrease (as the case may be) in the principal amount of such
Global Note; provided that if according to any Payment Date Report there has been such an increase on any Global Note, that increase
shall be deemed to have been endorsed on such Global Note.



 


		2.3	Authorized Amount; Stated Maturity; Denominations



 


		(a)	The aggregate principal amount of Notes that may be authenticated
and delivered under this Indenture is limited to U.S.$489,474,000, excluding Notes issued upon registration of, transfer of, or
in exchange for, or in lieu of, other Notes pursuant to Sections 2.5, 2.6 or 8.6 of this Indenture.



 


		(b)	The Notes shall be issued on the Closing Date, in the case
of the Initial Global Notes, on the First Amendment and Restatement Date, in the case of the First Additional Global Notes, and
on the Second Amendment and Restatement Date, in the case of the Second Additional Global Notes, and have the designations, aggregate
principal amounts and other characteristics as follows:



 





	Class Designation	 	A	 
	Original Aggregate Principal Amount of the Notes issued on the Closing Date	 	U.S. $	300,000,000	 
	Original Aggregate Principal Amount of the Notes issued on the First Amendment and Restatement Date	 	U.S. $	120,000,000	 
	Original Aggregate Principal Amount of the Notes issued on the Second Amendment and Restatement Date	 	U.S. $	69,474,000	 
	Total authorized aggregate principal amount	 	U.S. $	489,474,000	 
	Stated Maturity	 	 	April 7, 2025	 








 



The Class A Notes shall be issued in minimum denominations
of U.S.$3,500,000 and integral multiples of U.S.$1,000 in excess thereof and shall only be transferred or resold in compliance
with the terms of this Indenture.


 




    	 	Page 33



     


    

 


		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 (e.g., facsimile or e-mail transmission of a “pdf” copy).


 


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


 


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


 


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


 


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


 


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


 


		2.5	Registration, Registration of Transfer and Exchange



 


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



 




    	 	Page 34



     


    

 


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


 


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


 


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


 


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


 


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 35



     


    

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 to a Benefit Plan Investor, and the Trustee will not recognize any such purported transfer to a Person that has been determined by the Issuer to be a Benefit Plan Investor. 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) for so long as it holds such Note or interest therein, such Person will not be, and will not be acting on behalf of, a Benefit Plan Investor and (B) if such Person is a governmental, church, non-U.S. or other plan, (1) for so long as it holds such Notes or interest therein it will not be subject to any Similar Law, and (2) 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. 


 


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



 


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



 




    	 	Page 36



     


    

 


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



 


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



 




    	 	Page 37



     


    

 


		(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.



 




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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


		(ii)	Each Person who purchases a Note or any interest therein will be required or deemed to represent,
warrant and agree that (A) for so long as it holds such Note or interest therein, such Person will not be, and will not be acting
on behalf of, a Benefit Plan Investor and (B) if such Person is a governmental, church, non-U.S. or other plan, (1) for so long
as it holds such Notes or interest therein it will not be subject to any Similar Law, and (2) its acquisition, holding and disposition
of its interest in such Note will not constitute or result in a violation of any applicable Other Plan Law.



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 




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		2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note



 


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


 


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


 


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


 


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


 


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


 


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


 




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



 


		(a)	Interest on the Notes shall be deemed to accrue on the Aggregate Outstanding Amount of the Notes
for each day during any Monthly Period in amount equal to all Interest Collections received up to and (and including) such day
during such Monthly Period (net of any Administrative Expenses or other amounts paid pursuant to Section 11.1(a)(i), 11.1(a)(ii)
or 11.1(a)(iii) with respect to such Monthly Period). Interest Collections (net of any Administrative Expenses or other amounts
paid pursuant to Section 11.1(a)(i), 11.1(a)(ii) or 11.1(a)(iii) with respect to such Monthly Period) received by the Issuer will
be credited to the Interest Collection Subaccount. Interest Collections that are received in a Monthly Period will be payable to
the Holders on the related Payment Date pursuant to Section 11.1(a). With respect to the Monthly Period during which the Second
Amendment and Restatement Date occurs, unless the Second Amendment and Restatement Date occurs on the first day of such Monthly
Period, Interest Collections received during such Monthly Period (such Interest Collections, the Overlap Interest Collections)
shall be allocated as follows:



 


		(i)	to the Second Additional Global Notes, for payment on the related Payment Date to the Holders of
the Second Additional Global Notes, in an amount equal to the product of:



 


		(A)	the aggregate amount of all Overlap Interest Collections multiplied by



 


		(B)	a fraction the numerator of which is equal to the Additional Note Product (as defined below) and the denominator of which is
equal to the sum of (x) the Additional Note Product plus (y) the Existing Note Product (as defined below)



 


where the Additional Note
Product is the product of (1) the Aggregate Outstanding Amount of the Class A Notes represented by the Second Additional
Global Notes multiplied by (2) the number of days during such Monthly Period on which the Class A Notes represented by the
Second Additional Global Notes were Outstanding; and


 


		(ii)	to the Global Notes other than the Second Additional Global Notes (the Global Notes other than
the Second Additional Global Notes, the Existing Global Notes), for payment on the related Payment Date to the Holders
of the Existing Global Notes, in an amount equal to the product of:



 


		(A)	the aggregate amount of all Overlap Interest Collections multiplied by



 




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		(B)	a fraction the numerator of which is equal to the Existing Note Product (as defined below) and the denominator of which is
equal to the sum of (x) the Additional Note Product plus (y) the Existing Note Product



 


where the Existing Note
Product is the product of (1) the Aggregate Outstanding Amount of the Class A Notes represented by the Existing Global
Notes multiplied by (2) the number of days during such Monthly Period on which the Class A Notes represented by the Existing
Global Notes were Outstanding.


 


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



 


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



 


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



 




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



 


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



 




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



 


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



 


		2.8	Persons Deemed Owners 



 


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


 


		2.9	Cancellation 



 


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


 




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		2.10	DTC Ceases to be Depository 



 


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



 


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



 


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



 


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



 


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


 




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



 


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



 


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



 




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		(c)	Any transfer of a beneficial interest in a Note to a Person who has made or is deemed to have made
a Benefit Plan Investor, Similar Law or Other Plan Law representation that is subsequently shown to be false or misleading (any
such Person, a Non-Permitted ERISA Holder) shall be null and void and any such purported transfer of which the Issuer
or the Trustee shall have notice may be disregarded by the Issuer, the Trustee and the Note Registrar for all purposes.



 


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



 




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		2.12	Tax Certification and Noteholder Reporting Obligations 



 


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



 


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






 


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



 




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		2.13	Subsequent Issuance 



 


Upon receipt of the purchase price payable
in Cash in respect thereof from the Initial Holder, the Issuer shall issue additional Notes to the Initial Holder on the First
Amendment and Restatement Date, represented by a beneficial interest in the First Additional Global Notes in a principal amount
equal to such purchase price. Upon receipt from the Initial Holder of the amount of Cash and the Loans required to be contributed
to the Issuer pursuant to the Subscription Agreement as consideration for the Second Additional Global Notes, the Issuer shall
issue additional Notes to the Initial Holder on the Second Amendment and Restatement Date, represented by a beneficial interest
in the Second Additional Global Notes in a principal amount equal to the original aggregate principal amount of the Notes issued
on the Second Amendment and Restatement Date as specified in Section 2.3(b).


 


Each issuance of additional Notes 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 on the applicable First Additional Global Note or Second Additional Global Note in accordance with Section 2.2(b)(iv).


 


For the avoidance of doubt, with respect
to the issuance of additional Notes and recordation thereof on the First Additional Global Notes or the Second Additional Global
Notes contemplated by this Section 2.13, an Issuer Order shall be delivered to the Trustee for the authentication of the First
Additional Global Notes or Second Additional Global Notes, as applicable, but the opinions and certificates set forth in Section
3.1 shall not be required.


 


		3.	Conditions Precedent
                                         



 


		3.1	Conditions to Issuance of Notes on Closing Date 



 


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


 


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



 




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



 


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



 


		(d)	U.S. Counsel Opinions. Opinions of: (A) Seward & Kissel LLP, counsel to the Trustee and the Collateral Administrator;
(B) Venable LLP, Maryland counsel to the Issuer and Sole Shareholder; (C) Moore & Van Allen PLLC, New York counsel to the Issuer
and Sole Shareholder; and (D) Freshfields Bruckhaus Deringer US LLP, New York Counsel to UBS; each dated the Closing Date.



 


		(e)	Cayman Counsel Opinion and English Counsel Opinion. Opinions of: Walkers, Cayman Islands counsel to the Issuer;
and (B) Wedlake Bell LLP, English counsel to the Sole Shareholder; each dated the Closing Date.



 


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



 




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



 


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



 


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



 


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



 


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



 


		(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 and the execution and delivery of the Issuer Account Control Agreement) a first priority
perfected security interest in the Portfolio Assets and other Collateral, except as permitted by this Indenture;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 




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		3.2	Custodianship; Delivery of Portfolio Assets and Eligible
Investments



 


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



 


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



 


		3.3	Application of Proceeds of Issuance



 


The Issuer shall deposit the cash proceeds
of issuance of the Notes received on the Closing Date, on the First Amendment and Restatement Date and on the Second Amendment
and Restatement Date in the Collection Account and apply such proceeds (a) for the purchase of Portfolio Assets and (b) to fund
Eligible Investments.


 




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		4.	Satisfaction And
                                         Discharge 



 


		4.1	Satisfaction and Discharge of Indenture 



 


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


 


		(a)	either:



 


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



 


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



 




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



 


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



 


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



 


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



 


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


 


		4.2	Application of Trust Cash 



 


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


 




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		4.3	Repayment of Cash Held by Paying Agent



 


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


 


		4.4	Disposition of Illiquid Assets



 


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



 


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



 


		(i)	any Holder of Notes may submit a written bid to purchase one or more Illiquid Assets no later than
the date specified in the auction notice (which shall be at least 15 Business Days after the date of such notice (the Bid
Deadline));



 


		(ii)	each bid must include an offer to purchase for a specified amount of cash on a proposed settlement
date no later than 5 Business Days after the Bid Deadline;



 


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



 


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



 




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



 


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


 


		5.	Remedies
                                         



 


		5.1	Events of Default 



 


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


 


		(a)	the Issuer shall default in the payment of any principal, interest or other amount owing or otherwise
payable under the Notes when due (whether at Stated Maturity, by acceleration, upon optional or mandatory prepayment or otherwise)
and such default shall continue for at least three Business Days after notice thereof to the Issuer by any Holder; or



 


		(b)	the failure (i) on any Payment Date to disburse amounts available in the Payment Account in accordance
with the Priority of Payments and the continuation of such failure for a period of three Business Days, or (ii) by the Sole Shareholder
to make any equity contribution or to pay any other amount owing to the Issuer, in each case pursuant to the Equity Contribution
Agreement and the continuation of such failure for a period of three Business Days; or



 


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



 




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		(d)	(i) the Issuer shall default in the performance of any of its other obligations hereunder or (ii)
the Issuer or the Sole Shareholder shall default in the performance of any of its other obligations under any Support Document,
and in each case such default (A) has a Material Adverse Effect on the Holders of the Notes and (B) if remediable, continues unremedied
for a period of 30 days after notice thereof to the Issuer by any Holder; or



 


		(e)	the Issuer or the Sole Shareholder shall (1) be dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) become adjudicated insolvent or unable to pay its debts or fail or admit in writing its inability
generally to pay its debts as they become due; (3) make a general assignment, arrangement or composition with or for the benefit
of its creditors; (4) institute or have instituted against it a Proceeding seeking a judgment of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition shall
be presented for its winding-up or liquidation, and, in the case of any such Proceeding or petition instituted or presented against
it, such Proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the
making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within
60 days of the institution or presentation thereof; (5) have a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger); (6) seek or become subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, another trustee, another custodian or other similar official for it or for all or
substantially all its assets, in each case in connection with its bankruptcy insolvency, winding-up or liquidation; (7) have a
secured party take possession of all or substantially all its assets or have a distress, execution, attachment, sequestration or
other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party shall maintain
possession, or any such process shall not be dismissed, discharged, stayed or restrained, in each case within 60 days thereafter;
(8) cause or become subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the foregoing acts; or



 


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



 


		(i)	the resulting, surviving or transferee Person shall fail to assume all the obligations of the Issuer
or the Sole Shareholder under the Notes or any Support Document to which it or its predecessor was a party by operation of law
or pursuant to an agreement satisfactory to the Holders of all Notes then Outstanding;



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 




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		5.2	Acceleration of Maturity; Rescission and Annulment



 


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



 


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



 


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


 


		5.3	Collection of Indebtedness and Suits for Enforcement by Trustee 



 


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


 


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


 




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


 


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



 


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



 




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



 


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


 


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


 


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


 


		5.4	Remedies 



 


		(a)	If an Event of Default shall have occurred and be continuing, and the Notes have been declared
or have become due and payable (an Acceleration Event) and such Acceleration Event and its consequences have not
been rescinded and annulled, the Issuer agrees that the Trustee may, and shall, subject to the terms of this Indenture (including
Section 6.3(e)), 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;



 




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



 


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



 


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



 


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



 


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



 


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



 


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


 


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


 


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



 




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



 


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


 


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


 


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



 


		5.5	Optional Preservation of Collateral 



 


		(a)	Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary
herein, 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:



 




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



 


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



 


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


 


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



 


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



 


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


 




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		(d)	Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section
12.1(c) and any direction or instruction of the Liquidation Agent thereunder (including, if so directed, as to the manner of sale
of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall: (i) prior to the Liquidation Agent Effective
Resignation Time (as defined in Section 12.1(c)), 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, and (ii) with effect from and including the Liquidation
Agent Effective Resignation Time (as defined in Section 12.1(c)), comply with such directions pursuant to the provisions of Section
5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant
to Section 5.4 or this Section 5.5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern
and the Trustee shall follow, and shall be entitled to rely upon, such notice or instruction delivered to the Trustee pursuant
to Section 12.1(c).



 


		5.6	Trustee May Enforce Claims Without Possession of Notes 



 


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


 


		5.7	Application of Cash Collected 



 


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


 


		5.8	Limitation on Suits 



 


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


 


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



 


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



 




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



 


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



 


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


 


		5.9	Unconditional Rights of Holders to Receive Principal and Interest 



 


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


 


		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.


 




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		5.11	Rights and Remedies Cumulative 



 


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


 


		5.12	Delay or Omission Not Waiver 



 


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


 


		5.13	Control by Majority Holders 



 


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


 


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



 


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



 


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



 


		(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.


 




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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).


 


		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.


 




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		5.17	Sale of Collateral 



 


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



 


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



 


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



 


		(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.



 




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		5.18	Action on the Notes 



 


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


 


		6.	The trustee
                                         



 


		6.1	Certain Duties and Responsibilities 



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


		6.2	Notice of Default 



 


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


 


		6.3	Certain Rights of Trustee 



 


Except as otherwise provided in Section 6.1:


 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 




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



 


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



 


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



 


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



 


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



 


		(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; and



 


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



 


		6.4	Not Responsible for Recitals or Issuance of Notes 



 


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


 


		6.5	May Hold Notes 



 


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


 


		6.6	Cash Held in Trust 



 


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


 


		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);



 




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		(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)
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(e), the expenses are intended
to constitute expenses of administration under the Bankruptcy Code, Title 11 of the United States Code, or any other applicable
Federal or State bankruptcy, insolvency or similar law.



 


		6.8	Corporate Trustee Required; Eligibility 



 


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


 


		6.9	Resignation and Removal; Appointment of Successor 



 


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



 


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



 




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		(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 Holders of 100% of the Aggregate Outstanding Amount of the Notes by written instrument delivered to the Issuer and the retiring
Trustee. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede any successor Trustee proposed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer
or Holders of 100% of the Aggregate Outstanding Amount of the Notes and shall have accepted appointment in the manner hereinafter
provided, subject to Section 5.15, any Holder may, on behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.



 




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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.


 




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		6.12	Co-Trustees



 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 




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



 


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



 


		6.13	Certain Duties of Trustee Related to Delayed Payment
of Proceeds



 


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


 


		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.


 




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


 


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


 


		6.15	Withholding



 


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


 




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



 


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


 


		6.17	Representations and Warranties of the Bank



 


The Bank hereby represents and warrants as follows:


 


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



 


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



 


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



 


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



 




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		6.18	Electronic Communications



 


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


 


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


 


		7.	Covenants
                                         



 


		7.1	Payment of Principal and Interest



 


The Issuer will duly and punctually pay
the principal of and interest on the Notes, in accordance with the terms of such Notes and this Indenture pursuant to the Priority
of Payments.


 


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


 


		7.2	Maintenance of Office or Agency



 


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


 




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


 


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


 


		7.3	Cash for Note Payments to be Held in Trust



 


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


 


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


 


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


 




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


 


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



 


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



 


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



 


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



 


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



 


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


 


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


 




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		7.4	Existence of Issuer



 


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



 


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



 




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		7.5	Protection of Collateral



 


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



 


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



 


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



 


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



 


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



 


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



 




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



 


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


 


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



 


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



 


		(d)	Within one Business Day of receipt by the Issuer of any
notice in respect of any Portfolio Asset, the Issuer (or the Collateral Manager on behalf of the Issuer) shall deliver, or cause
the delivery of, such notice to the Liquidation Agent (which shall be a third party beneficiary for purposes of this notification
right) and the Trustee.



 


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



 




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		7.6	Opinions as to Collateral



 


On any date (a) after October 7, 2019 but
before April 7, 2020 and (a) after October 7, 2024 but before April 7, 2025, the Issuer shall furnish to the Trustee an Opinion
of Counsel relating to the security interest granted by the Issuer to the Trustee, stating that, as of the date of such opinion,
the lien and security interests created by this Indenture with respect to the Collateral remain in effect and that no further action
(other than as specified in such opinion) needs to be taken to ensure the continued effectiveness of such lien over the next year;
provided that the obligation of the Issuer to furnish an Opinion of Counsel under this Section 7.6 may be waived by the
Majority Holders.


 


		7.7	Performance of Obligations



 


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



 


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



 




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		7.8	Negative Covenants



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(x)	permit the formation of any subsidiaries;



 


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



 




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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(e)	The Issuer shall not, without the prior written consent
of the Majority Holders, accept any contribution from any Person, other than a capital contribution that is expressly required
to be made by the Initial Holder under the Equity Contribution Agreement in accordance with Section 2 thereof or is made by the
Initial Holder pursuant to the Subscription Agreement in consideration for its acquisition of any of the Notes (each such Contribution
expressly required to be made by the Initial Holder under the Equity Contribution Agreement or made by the Initial Holder pursuant
to the Subscription Agreement in consideration for its acquisition of any of the Notes, a Permitted Contribution).
If any contribution is received that is not a Permitted Contribution, the Issuer shall instruct the Trustee to promptly return
such contribution to the Person that made it. For the avoidance of doubt, the foregoing shall be without prejudice to the right
of the Issuer to receive, and the right of the Trustee to credit to the relevant account in accordance with Section 10.2 hereof,
any Interest Collections or Principal Collections received in respect of Portfolio Assets.



 




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		7.9	Statement as to Compliance



 


At the request of the Trustee (at the direction
of the Majority Holders), on or before April 30 in each calendar year commencing 2016, or immediately if there has been a Default
under this Indenture of which an Authorized Representative of the Issuer is aware, the Issuer shall deliver to the Trustee (to
be forwarded by the Trustee to the Collateral Manager and each Holder making a written request therefor) a certificate of the Issuer
that, having made reasonable inquiries of the Collateral Manager, and to the best of the knowledge, information and belief of the
Issuer, there did not exist, as at a date not more than five days prior to the date of the certificate, nor had there existed at
any time prior thereto since the date of the last certificate (if any), any Default hereunder or, if such Default did then exist
or had existed, specifying the same and the nature and status thereof, including actions undertaken to remedy the same, and that
the Issuer has complied with all of its obligations under this Indenture or, if such is not the case, specifying those obligations
with which it has not complied.


 


		7.10	Issuer May Not Consolidate Except on Certain Terms



 


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


 


		7.11	Successor Substituted



 


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


 




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		7.12	No Other Business



 


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


 


		7.13	Acquisition of Portfolio Assets



 


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


 


		7.14	Reporting



 


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


 




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		7.15	Certain Tax Matters



 


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



 


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



 


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



 


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



 


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



 


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



 


		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).


 




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		7.17	Investment Company Act



 


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


 


		7.18	Compliance with Laws



 


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


 


		8.	Supplemental
                                         Indentures



 


		8.1	Supplemental Indentures Without Consent of Holders of
Notes



 


Without the consent of any Holders (except
any consent required by clause (c) or (f) below), but only with the prior written consent of the Collateral Manager, the Issuer
and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate
as to factual matters provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer and
the Trustee that the Holders of the Notes would not be materially and adversely affected thereby and a certificate described in
Section 8.3(b) (except in the case of clause (c) or (f) below for which no such Opinion of Counsel shall be required if the consent
of each Holder has been obtained as required thereunder), enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:


 


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



 


		(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; or



 




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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).



 


		8.2	Supplemental Indentures With Consent of Holders of Notes



 


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


 


		8.3	Execution of Supplemental Indentures



 


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



 




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		(b)	With respect to any supplemental indenture permitted by
Section 8.1, the Trustee and the Issuer shall be entitled to receive and conclusively rely upon (A) an Opinion of Counsel (stating
that the supplemental indenture is authorized or permitted by the Indenture and all conditions precedent have been satisfied)
as to matters of law (which do not include whether or not the Holders would be materially and adversely affected by a supplemental
indenture), which may be supported as to factual (including financial and capital markets) matters by any relevant certificates
and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel), and (B) with respect
to matters of fact (including whether or not the Holders would be materially and adversely affected by a supplemental indenture),
a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert familiar with the
market for the Notes pursuant to Section 8.4; provided that, for any supplemental indenture (other than any supplemental
indenture entered into pursuant to sub-clauses (iii) and (vi) of Section 8.1 for which the consent of the Holders of the Notes
would not otherwise be required except as expressly set forth in such clauses) if Holders of Notes representing at least 25% of
the Aggregate Outstanding Amount of the Notes have provided notice to the Trustee at least one Business Day prior to the execution
of such supplemental indenture that the Holders would be materially and adversely affected thereby, the Trustee shall not be entitled
so to rely upon a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert as
to whether or not the Holders would be materially and adversely affected by such supplemental indenture and the Trustee shall
not enter into such supplemental indenture without the prior written consent of each Holder. Such determination shall be conclusive
and binding on all present and future Holders. In executing or accepting the additional trusts created by any supplemental indenture
permitted by this Article 8 or the modifications thereby of the trusts created by this Indenture, the Trustee and the Issuer shall
be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel
delivered pursuant to this paragraph. Neither the Trustee nor the Issuer shall be liable for any reliance made in good faith upon
such an Opinion of Counsel or a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent
expert pursuant to Section 8.4.



 


		(c)	At the cost of the Issuer, for so long as any Notes shall
remain Outstanding, not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to
Section 8.1, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator and the Holders a notice attaching
a copy of such supplemental indenture and indicating the proposed date of execution of such supplemental indenture. Following
such delivery by the Trustee, if any changes are made to such supplemental indenture other than to correct typographical errors
or to adjust formatting, then at the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 5 Business
Days prior to the execution of such proposed supplemental indenture (provided that the execution of such proposed supplemental
indenture shall not in any case occur earlier than the date 15 Business Days after the initial distribution of such proposed supplemental
indenture pursuant to the first sentence of this Section 8.3(c)), the Trustee shall deliver to the Collateral Manager, the Collateral
Administrator and the Holders a copy of such supplemental indenture as revised, indicating the changes that were made. At the
cost of the Issuer, the Trustee shall provide to the Holders a copy of the executed supplemental indenture after its execution.
Any failure of the Trustee to publish or deliver such copy of the executed supplemental indenture shall not in any way impair
or affect the validity of any such supplemental indenture.



 




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



 


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



 


		8.4	Determination of Effect on Holders



 


		(a)	Unless notified prior to the execution of a supplemental
indenture by Holders of Notes representing at least 25% of the Aggregate Outstanding Amount of the Notes that the Holders of the
Notes would be materially and adversely affected as set forth in Section 8.3(b), the determination of whether any Holder is materially
adversely affected by any proposed supplemental indenture under this Article 8 shall be made based on a certificate of any of
the Issuer, the Collateral Manager, any investment banking firm or other Independent expert familiar with the market for the Notes
as to the economic effect of the proposed supplemental indenture. Such determination shall be conclusive and binding on all present
and future Holders.



 


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



 


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



 


		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.


 




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		8.6	Reference in Notes to Supplemental Indentures



 


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


 


		9.	Redemption
                                         of Notes



 


		9.1	Optional Redemption



 


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



 


		(b)	The Issuer may optionally redeem the Notes in whole or
in part pursuant to this Section 9.1 on any Redemption Date subject to the following conditions:



 


		(i)	any such prepayment of the Notes on any Redemption Date
shall be in an amount determined by the Collateral Manager on behalf of the Issuer that is no less than the lesser of (x) U.S.$10,000,000
and (y) the Aggregate Outstanding Amount of the Notes at such time;



 


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



 


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



 


		(c)	In the event of any redemption pursuant to this Section
9.1, the Collateral Manager on behalf of the Issuer shall, at least 10 Business Days prior to the Redemption Date (or such shorter
time as agreed to by the Trustee), notify the Trustee and the Liquidation Agent in writing of such Redemption Date, the applicable
Record Date, the principal amount of Notes to be redeemed on such Redemption Date and the Redemption Price.



 




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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 10 Business Days prior to the Redemption Date, or such shorter time as agreed to by the Trustee) of the
Majority Holders following the occurrence and continuation of a Tax Event if such Tax Event would result in the Issuer having
a net tax liability (without regard to any amounts required to be withheld in respect of payments made to any Holder) in an aggregate
amount in any Monthly Period in excess of U.S.$1,000,000; provided that if requested by the Collateral Manager the
Holders of 100% of the Aggregate Outstanding Amount of the Notes may elect to receive less than 100% of the Redemption Price that
would otherwise be payable to the Holders of the Notes.



 


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



 


		9.3	Redemption Procedures



 


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



 


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



 


		(i)	the applicable Redemption Date;



 


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



 


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



 


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



 




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


 


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


 


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



 


		9.4	Notes Payable on Redemption Date



 


		(a)	Notice of redemption pursuant to Section 9.3 having been
given as aforesaid, the Notes (or the applicable portion thereof) to be redeemed shall, on the Redemption Date, subject to Section
9.3(c) and the Issuer’ right to withdraw any notice of redemption pursuant to Section 9.3(b), become due and payable at
the Redemption Prices therein specified, and from and after the Redemption Date (unless the Issuer shall default in the payment
of the Redemption Prices and accrued interest) all such Notes (or the applicable portion thereof) being so redeemed shall cease
to bear interest on the Redemption Date. Upon final payment on a Note to be so redeemed in whole and not in part, the Holder shall
present and surrender such Note at the place specified in the notice of redemption on or prior to such Redemption Date; provided
that in the absence of notice to the Issuer or the Trustee that the applicable Note has been acquired by a protected purchaser,
such final payment shall be made without such presentation or surrender, if the Trustee and the Issuer shall have been furnished
such security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter to surrender
such Note. Payments of interest on Notes so to be redeemed which are payable on the Redemption Date shall be payable pursuant
to Section 11.1(a) to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business
on the relevant Record Date according to the terms and provisions of Section 2.7(e).



 




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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 U.S.$200,000,000.
All Cash deposited in the Accounts shall be invested only in Eligible Investments or Portfolio Assets in accordance with the terms
of this Indenture. To avoid the consolidation of the Collateral of the Issuer with the general assets of the Bank under any circumstances,
the Trustee shall comply, and shall cause the Custodian to comply, in respect of the Collateral, with all law applicable to it
as a national bank with trust powers holding segregated trust assets in a fiduciary capacity; provided that the foregoing shall
not be construed to prevent the Trustee or Custodian from investing the Collateral of the Issuer in Eligible Investments described
in clause (ii) of the definition thereof that are obligations of the Bank.


 




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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 two segregated securities
accounts, one of which will be designated the “Interest Collection Subaccount” and one of which will be designated
the “Principal Collection Subaccount” (and which together will comprise the Collection Account), each in the
name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured
Parties and each of which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The
Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant
to Section 10.4(a), immediately upon receipt thereof, (i) all proceeds received from the disposition of any Collateral to the
extent such proceeds constitute “Interest Collections” and (ii) all other Interest Collections. The Trustee shall
deposit immediately upon receipt thereof all other amounts remitted to the Collection Account into the Principal Collection Subaccount,
including in addition to the deposits required pursuant to Section 10.4(a), all Principal Collections (unless simultaneously reinvested
in additional Portfolio Assets in accordance with Section 10.2(c) and Article 12 or in Eligible Investments) and all cash proceeds
of issuance of the Notes. All Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held
by the Trustee as part of the Collateral and shall be applied to the purposes herein provided. Subject to Section 10.2(c), amounts
in the Collection Account shall be reinvested pursuant to Section 10.4(a). Notwithstanding the foregoing, the Excepted Property
shall be held permanently in the Principal Collection Subaccount and not withdrawn therefrom until the Issuer is dissolved or
liquidated.



 


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



 




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



 


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



 


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



 


		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 non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S.
Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Expense Account,
which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. On the Closing Date, an
amount equal to U.S.$100,000 shall be deposited into the Expense Account by the Sole Shareholder for use pursuant to this Section
10.3(c). All contributions of additional capital contributed by the Sole Shareholder to the Issuer pursuant to the Equity Contribution
Agreement as a result of a Contribution Event (as defined in the Equity Contribution Agreement), shall be deposited into the Expense
Account for use pursuant to this Section 10.3(c). On any Business Day from and including the Closing Date, the Trustee shall apply
funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection
with the establishment of the Issuer and the structuring and consummation of the offering and the issuance of the Notes, (B) from
time to time to pay accrued and unpaid Priority Administrative Expenses of the Issuer, in the order set forth in the definition
of Priority Administrative Expenses (provided however that no direction from the Collateral Manager will be required to pay expenses
owed to the Trustee, the Bank (in any of its capacities, including as Collateral Administrator)) and other Administrative Expenses
(which shall be paid subsequent to the payment of Priority Administrative Expenses and in the order set forth in the definition
of Administrative Expenses) and (C) to pay expenses attributable to tax and accounting compliance and reporting for the Issuer.
All funds on deposit in the Expense Account will be invested in Eligible Investments at the direction of the Collateral Manager.
Any income earned on amounts deposited in the Expense Account will be deposited in the Expense Account upon receipt thereof. All
amounts remaining on deposit in the Expense Account after all expenses (and anticipated expenses) and the Notes have been paid
in full or otherwise terminated, will be deposited by the Trustee into the Principal Collection Subaccount for application as
Principal Collections on the immediately succeeding Payment Date or, on the date such Notes and expenses have been paid in full
or otherwise terminated, for distribution pursuant to Section 11.1(b). For the avoidance of doubt, prior to the payment in full
or 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 Shareholder and the Sole Shareholder shall be required,
pursuant to the Equity Contribution Agreement and within five Business Days of such notification, to make a capital contribution
to the Issuer in an amount at least equal to such shortfall and the Trustee shall credit any such contribution payment to the
Expense Account. The Issuer shall direct the Trustee to deposit into the Expense Account all amounts received by the Issuer pursuant
to Section 2 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 to the Trustee no later than the Business
Day prior to the date of payment of such Priority Administrative Expense.


 


		10.4	Reinvestment of Funds in Accounts; Reports by Trustee



 


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



 



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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.



 




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



 


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



 


		10.5	Accountings



 


		(a)	Payment Date Report. Not later than the eighth Business
Day after the last day of each Monthly Period and commencing in April, 2015, the Issuer shall compile and make available (or cause
the Collateral Administrator to compile and make available) to the Trustee, the Collateral Manager, the Liquidation Agent and,
upon written request therefor, to any Holder shown on the Note Register, a monthly payment date report on a trade date basis with
respect to such Monthly Period (each such report a Payment Date Report). The first Payment Date Report shall be
delivered in April, 2015 as described above and shall be determined with respect to the Monthly Period ending in April, 2015.
The Payment Date Report for a Monthly Period shall contain the following information with respect to the Portfolio Assets and
Eligible Investments included in the Collateral, and shall be determined as of the Determination Date occurring on the last day
of such Monthly Period:



 


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



 


		(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;



 




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



 


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



 


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


 


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


 


		(b)	Weekly Reporting. Not later than 5:00 p.m. Central
Standard Time on the Friday of each calendar week (or, if that day is not a Business Day, on the first following Business Day)
the Issuer shall direct the Collateral Administrator to compile and make available to the Trustee, the Collateral Manager, the
Liquidation Agent and, upon written request therefor, any Holder shown on the Note Register, a weekly report in a form agreed
to by the Issuer and the Collateral Administrator (each such report, a Weekly Report). The Weekly Report shall contain
the following information with respect to each Portfolio Asset:



 




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		(i)	The related Moody’s Industry Classification;



 


		(ii)	The related S&P Industry Classification;



 


		(iii)	An indication as to whether each such Portfolio Asset (1)
is a Senior Secured Loan, (2) is a Second Lien Loan, (3) is a Defaulted Obligation, (4) is a DIP Loan, (5) is a Cov-Lite Loan,
(6) is a Bond, (7) pays interest less frequently than quarterly, and (8) is an Unsecured Loan;



 


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



 


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



 


		(c)	Daily Reporting. Not later than 12:00 p.m. Central
Standard Time on each Business Day, the Issuer shall direct the Collateral Administrator to compile and make available to the
Trustee, the Collateral Manager, the Liquidation Agent and, upon written request therefor, any Holder shown on the Note Register,
a daily report in a form agreed to by the Issuer and the Collateral Administrator (each such report, a Daily Report).
The Daily Report shall contain the following information:



 


		(i)	(x) The Aggregate Principal Balance of Portfolio Assets
and (y) with respect to each Account, (I) the Aggregate Principal Balance of Eligible Investments and (II) the Cash balance thereof;



 


		(ii)	For each Account, the cash balance of such Account, the
Eligible Investments credited to such Account, and each other credit or debit (specifying the nature, source and amount) to such
Account since the previous Daily Report;



 


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



 


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



 


		(v)	Purchases, prepayments, and sales:



 




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



 


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



 


		(C)	The trade date;



 


		(D)	The settlement date;



 


		(E)	The trade type;



 


		(F)	The par amount;



 


		(G)	The trade price;



 


		(H)	The counter bank name;



 


		(I)	The trade amount;



 


		(J)	The trade quantity;



 


		(K)	The trade settled;



 


		(L)	The accrued interest;



 


		(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;



 




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		(S)	The outstanding settled;



 


		(T)	The Moody’s Rating, if any;



 


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



 


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



 


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



 


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



 


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



 


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



 


		(V)	The stated maturity thereof;



 


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



 


		(W)	Cash balance of each Account.



 


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



 


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



 




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



 


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


 


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


 




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



 


		10.6	Release of Collateral



 


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



 


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



 




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		(c)	Upon receiving actual notice of any offer or any request
for a waiver, consent, amendment or other modification with respect to any Portfolio Asset, the Trustee on behalf of the Issuer
shall notify the Liquidation Agent of any Portfolio Asset that is subject to a tender offer, voluntary redemption, exchange offer,
conversion or other similar action (an Offer) or such request. Unless the Notes have been accelerated following
an Event of Default, the Collateral Manager may direct (x) the Trustee to accept or participate in or decline or refuse to participate
in such Offer and, in the case of acceptance or participation, to release from the Lien of this Indenture such Portfolio Asset
in accordance with the terms of the Offer against receipt of payment therefor, or (y) the Issuer or the Trustee to agree to or
otherwise act with respect to such consent, waiver, amendment or modification; provided that in the absence of any such
direction, the Trustee shall not respond or react to such Offer or request.



 


		(d)	As provided in Section 10.2(a), the Trustee shall deposit
any proceeds received by it from the disposition of a Portfolio Asset in the applicable subaccount of the Collection Account,
unless simultaneously applied to the purchase of additional Portfolio Assets or Eligible Investments as permitted under and in
accordance with the requirements of this Article 10 and Article 12.



 


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



 


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



 


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



 


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



 


		(v)	The Issuer will cause each CUSIP number obtained for a
Global Note to have a fixed field containing “3c7” and “144A” indicators, as applicable, attached to such
CUSIP number.



 


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



 


		11.	Application
                                         Of Cash



 


		11.1	Disbursements of Cash from Payment Account



 


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


 


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



 




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		(i)	first, to the payment of accrued and unpaid Priority Administrative
Expenses;



 


		(ii)	second, to the payment of any Collateral Manager Advances
and Collateral Manager Expenses reimbursable to the Collateral Manager pursuant to the Collateral Management Agreement, and any
other amounts payable to the Collateral Manager pursuant to the Collateral Management Agreement, in aggregate not to exceed U.S.$500,000
per calendar year (pro rated for the partial calendar year 2015, and the year in which the Maturity or final payment of the Notes
occurs, based on actual number of days in such partial year and a 360 day year), then to the payment of accrued and unpaid Collateral
Manager Fees;



 


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



 


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



 


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



 


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



 


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



 


		(iii)	third, to the payment of any remaining accrued and unpaid
Administrative Expenses (after giving effect to payments under Sections 11.1(a)(i), 11.1(a)(ii), 11.1(a)(iii) and 11.1(b)(i) regardless
of any limit); and



 


		(iv)	fourth, all remaining Principal Collections shall be paid
to the Issuer for distribution to the Sole Shareholder.



 


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



 




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



 


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



 


		(iv)	notice of such sale or other disposition is provided to
UBS and the Sole Shareholder (which notice shall include the identity of the Portfolio Asset being sold or otherwise disposed
of, the identity of the proposed purchaser or transferee, the price at which such Portfolio Asset is proposed to be sold or disposed
of and any other information reasonably requested by UBS).



 


		(b)	Mandatory Dispositions. Notwithstanding Section
12.1(a), (x) if any Portfolio Asset (i) becomes a Defaulted Obligation or (ii) fails to satisfy any Asset Eligibility Criteria
on the applicable Portfolio Asset Trade Date (or is the subject of a breach of a representation, warranty or certification in
respect of such Portfolio Asset contained in the statements of Section 3.1(i)(i) or that are made or deemed made in respect of
such Portfolio Asset pursuant to Section 12.3(b)), then the Issuer shall, within 14 days after the Issuer receives notice of the
occurrence of such event, enter into a binding commitment to sell or otherwise dispose of such Portfolio Asset and (y) if any
Portfolio Asset or other property held by the Issuer becomes Margin Stock, then the Issuer shall use commercially reasonable efforts
to effect the sale or other disposition of such Portfolio Asset or other property (regardless of price), unless such disposition
is prohibited by applicable law or an applicable contractual restriction, within 45 days after such Portfolio Asset or other property
begins to constitute Margin Stock.



 




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		(c)	Right of Liquidation Agent to Direct Dispositions.
Notwithstanding Section 12.1(a), if an Event of Default has occurred and is continuing, and provided the Liquidation Agent’s
appointment has not been terminated, the Liquidation Agent, by notice (or multiple notices, so long as such Event of Default is
continuing) to the Issuer and Trustee (with a copy to the Collateral Manager), may direct the Issuer and Trustee to sell all or
any portion of one or more Portfolio Assets identified in such notice (including the manner of sale thereof), or to refrain from
selling any Portfolio Assets until otherwise instructed by the Liquidation Agent, and the Issuer and Trustee shall act as so directed
by the Liquidation Agent (including, if so directed, as to the manner of sale of such Portfolio Asset, notwithstanding Sections
5.4, 5.5 and 5.17). The Liquidation Agent shall not be liable to the Issuer, the Trustee or any Secured Party for any losses,
claims, damages, liabilities or expenses arising out of any action taken or omitted to be taken by the Liquidation Agent in good
faith (x) in accordance with this Section 12.1(c) or (y) otherwise in accordance with the Transaction Documents. The Liquidation
Agent may, by notifying the Issuer and the Trustee in writing thereof, resign as the Liquidation Agent hereunder. Following such
resignation and the payment by the Issuer of all amounts that may be due and payable but not paid to the Liquidation Agent hereunder
and the Liquidation Agent Appointment Letter (such time, the “Liquidation Agent Effective Resignation Time”),
the Liquidation Agent Appointment Letter shall be unconditionally and irrevocably terminated and the retention or disposition
by the Trustee of any Portfolio Assets that have not been sold, disposed of or otherwise liquidated as of the Liquidation Agent
Effective Resignation Time shall be as directed by such parties in accordance with Section 5.5(a) above.



 


		12.2	Acquisition of Portfolio Assets; Eligible Investments



 


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



 


		(i)	the acquisition of such Portfolio Asset and the purchase
price thereof is on arm’s length terms (it being agreed that any acquisition of such Portfolio Asset pursuant to a Transaction
Document shall be deemed to be on arm’s length terms) and, in the case of an acquisition from or financed in whole or in
part by an Affiliate of the Collateral Manager, is approved by UBS in a written consent;



 


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



 


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



 




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



 


		12.3	Conditions Applicable to All Sale and Purchase Transactions



 


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



 


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



 


		13.	Relations
                                         among Holders



 


		13.1	Relations among Holders



 


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


 




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		13.2	Standard of Conduct



 


In exercising any of its or their voting
rights, rights to direct and consent or any other rights as a Holder under this Indenture, a Holder or Holders shall not have any
obligation or duty to any Person or to consider or take into account the interests of any Person and shall not be liable to any
Person for any action taken by it or them or at its or their direction or any failure by it or them to act or to direct that an
action be taken, without regard to whether such action or inaction benefits or adversely affects any Holder, the Issuer, or any
other Person, except for any liability to which such Holder may be subject to the extent the same results from such Holder’s
taking or directing an action, or failing to take or direct an action, in bad faith or in violation of the express terms of this
Indenture.


 


		14.	Miscellaneous



 


		14.1	Form of Documents Delivered to Trustee



 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an Officer
of the Issuer or the Collateral Manager may and, where required by the Issuer shall, be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel (provided that such counsel is a nationally or internationally
recognized and reputable law firm), unless such Officer knows, or should know that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are erroneous. Any such certificate of an Officer of
the Issuer or the Collateral Manager or Opinion of Counsel may and, where required by the Issuer, shall be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer, the Collateral Manager or any
other Person, stating that the information with respect to such factual matters is in the possession of the Issuer, the Collateral
Manager or such other Person, unless such Officer of the Issuer or the Collateral Manager or such counsel knows that the certificate
or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel may also be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer of the Collateral Manager, the
Issuer, or any other Person stating that the information with respect to such matters is in the possession of the Collateral Manager,
the Issuer or such other Person, unless such counsel knows that the certificate or opinion or representations with respect to such
matters are erroneous.


 




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Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture it is provided
that the absence of the occurrence and continuation of a Default or Event of Default is a condition precedent to the taking of
any action by the Trustee at the request or direction of the Issuer, then notwithstanding that the satisfaction of such condition
is a condition precedent to the Issuer’s right to make such request or direction, the Trustee shall be protected in acting
in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such Default or
Event of Default as provided in Section 6.1(d).


 


		14.2	Acts of Holders



 


		(a)	Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in writing or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action
or actions embodied therein and evidenced thereby) are herein sometimes referred to as the Act of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in
the manner provided in this Section 14.2.



 


		(b)	The fact and date of the execution by any Person of any
such instrument or writing may be proved in any manner which the Trustee deems sufficient.



 


		(c)	The principal amount or face amount, as the case may be,
and registered numbers of Notes held by any Person, and the date of such Person’s holding the same, shall be proved by the
Note Register.



 


		(d)	Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Notes shall bind the Holder (and any transferee thereof) of such and of every
Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or
suffered to be done by the Trustee, the Issuer or any other Person in reliance thereon, whether or not notation of such action
is made upon such Note.



 




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


 


		(a)	Any request, demand, authorization, direction, instruction,
order, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given,
delivered, e-mailed or furnished to, or filed with:



 


		(i)	the Trustee shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent
by overnight courier service guaranteeing next day delivery, by electronic mail, or by facsimile in legible form, to the Trustee
addressed to it at its applicable Corporate Trust Office, or at any other address previously furnished in writing to the other
parties hereto by the Trustee, and executed by an Authorized Representative of the entity sending such request, demand, authorization,
direction, instruction, order, notice, consent, waiver or other document (or, in the case of the Collateral Manager sending such
request, demand, authorization, direction, instruction, order, notice, consent, waiver or other document on behalf of the Issuer,
executed by an Authorized Representative of the Collateral Manager), provided that any demand, authorization, direction, instruction,
order, notice, consent, waiver or other document is sent to the Corporate Trust Office;



 


		(ii)	the Issuer shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, hand delivered, sent by overnight courier service or by
facsimile or other electronic transmission in legible form, to the Issuer addressed to it at 405 Park Avenue, Floor 3, New York,
NY 10022, Attention: Bryan Cole/Christopher Masterson, telephone no. 212.415.6500, facsimile no. 212.421.5799, bcole@bdca.com,
cmasterson@bdca.com, or at any other address previously furnished in writing to the other parties hereto by the Issuer, as the
case may be, with a copy to the Collateral Manager at its address below;



 


		(iii)	the Collateral Manager shall be sufficient for every purpose
hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile
or other electronic transmission in legible form, to the Collateral Manager addressed to it at 405 Park Avenue, Floor 3, New York,
NY 10022, Attention: Shiloh Bates, telephone no. 212.415.6500, facsimile no. 212.421.5799, E-mail: sbates@bdca.com, cmasterson@bdca.com
or at any other address previously furnished in writing to the other parties hereto by the Collateral Manager;



 




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



 


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



 


		(vi)	the Liquidation Agent shall be sufficient for every purpose
hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile
or other electronic transmission in legible form, addressed to UBS AG, London Branch, Structured Funding, 1285 Avenue of the Americas,
New York, NY 10019-6064, Tel: (203) 719-1611, E-mail: OL-Structured-Financing-Group@ubs.com, or at any other address previously
furnished in writing to the other parties hereto by UBS.



 


		(b)	In the event that any provision in this Indenture calls
for any notice or document to be delivered simultaneously to the Trustee and any other Person, the Trustee’s receipt of
such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other Person unless
otherwise expressly specified herein.



 


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



 


		14.4	Notices to Holders; Waiver



 


Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event,


 


		(a)	such notice shall be sufficiently given to Holders if in
writing and mailed, first class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears
in the Note Register (or, in the case of Holders of Global Notes, emailed to DTC for distribution to each Holder affected by such
event), not earlier than the earliest date and not later than the latest date, prescribed for the giving of such notice; and



 


		(b)	such notice shall be in the English language.



 


Such notices will be deemed to have been given on the date of
such mailing.


 




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Notwithstanding clause (a) above, a Holder
may give the Trustee a written notice that it is requesting that notices to it be given by electronic mail or by facsimile transmissions
and stating the electronic mail address or facsimile number for such transmission. Thereafter, the Trustee shall give notices to
such Holder by electronic mail or facsimile transmission, as so requested; provided that if such notice also requests that
notices be given by mail, then such notice shall also be given by mail in accordance with clause (a) above.


 


The Trustee will deliver to the Holders
any information or notice relating to this Indenture requested to be so delivered by at least 25% of the Holders (by Aggregate
Outstanding Amount), at the expense of the Issuer; provided that the Trustee may decline to send any such notice that it
reasonably determines to be contrary to (i) any of the terms of this Indenture, (ii) any duty or obligation that the Trustee may
have hereunder or (iii) applicable law. The Trustee may require the requesting Holders to comply with its standard verification
policies in order to confirm Holder status.


 


Neither the failure to mail any notice,
nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. In case by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity
or by reason of any other cause it shall be impracticable to give such notice by mail of any event to Holders when such notice
is required to be given pursuant to any provision of this Indenture, then such notification to Holders as shall be made with the
approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder.


 


Where this Indenture provides for notice
in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


		14.5	Effect of Headings and Table of Contents



 


The Article and Section headings herein
(including those used in cross-references herein) and the Table of Contents are for convenience only and shall not affect the construction
hereof.


 


		14.6	Successors and Assigns



 


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


 




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		14.7	Severability



 


If any term, provision, covenant or condition
of this Indenture or the Notes, or the application thereof to any party hereto or any circumstance, is held to be unenforceable,
invalid or illegal (in whole or in part) for any reason (in any relevant jurisdiction), the remaining terms, provisions, covenants
and conditions of this Indenture or the Notes, modified by the deletion of the unenforceable, invalid or illegal portion (in any
relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity, or illegality will not otherwise
affect the enforceability, validity or legality of the remaining terms, provisions, covenants and conditions of this Indenture
or the Notes, as the case may be, so long as this Indenture or the Notes, as the case may be, as so modified continues to express,
without material change, the original intentions of the parties as to the subject matter hereof and the deletion of such portion
of this Indenture or the Notes, as the case may be, will not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.


 


		14.8	Benefits of Indenture



 


The Liquidation Agent, the Collateral Manager,
the Bank and (solely for purposes of Sections 12.1(a)(ii), 12.1(a)(iii), 12.1(a)(iv) and 12.2(a)(i)) 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); provided that UBS shall cease to constitute a third party beneficiary
hereunder following the occurrence of the Liquidation Agent Effective Resignation Time. Nothing in this Indenture or in the Notes,
expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Holders, the
Collateral Manager, the Liquidation Agent, the Collateral Administrator and the Bank, any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


		14.9	Legal Holidays



 


In the event that the date of any Payment
Date, Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding any other provision of the Notes or
this Indenture, payment need not be made on such date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the nominal date of any such Payment Date, Redemption Date or Stated Maturity date, as the case may be.


 


		14.10	Governing Law



 


This Indenture and the Notes shall be construed
in accordance with, and this Indenture and the Notes and any matters arising out of or relating in any way whatsoever to this Indenture
or the Notes (whether in contract, tort or otherwise) shall be governed by, the law of the State of New York.


 




    	 	Page 134



     


    

 


		14.11	Submission to Jurisdiction



 


With respect to any suit, action or proceedings relating to
this Indenture or any matter between the parties arising under or in connection with this Indenture (Proceedings),
each party irrevocably: (i) submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in
the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from
any thereof; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any
such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object,
with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Indenture precludes
any of the parties from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


		14.12	WAIVER OF JURY TRIAL



 


EACH OF THE ISSUER AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE OF SUCH NOTE OR INTEREST THEREIN SHALL BE DEEMED TO WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative,
agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding,
seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Indenture by, among other
things, the mutual waivers and certifications in this paragraph.


 


		14.13	Counterparts



 


This Indenture (and each amendment, modification
and waiver in respect of this Indenture) may be executed and delivered in counterparts (including by e-mail, facsimile or other
electronic transmission), each of which will be deemed an original, and all of which together constitute one and the same instrument.
Delivery of an executed counterpart of this Indenture by e-mail (PDF), facsimile or other electronic transmission shall be effective
as delivery of a manually executed counterpart of this Indenture.


 


		14.14	Acts of Issuer



 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or performed by the Issuer shall be effective if
given or performed by the Issuer or by the Collateral Manager on the Issuer’s behalf.


 




    	 	Page 135



     


    

 


		14.15	Confidential Information



 


		(a)	The Trustee and each Holder of Notes will maintain the
confidentiality of and will not disclose the Confidential Information; provided that such Person may deliver or disclose
Confidential Information to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys and Affiliates
who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15 and
to the extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated hereby
or the investment represented by the Notes; (ii) such Person’s financial advisors and other professional advisors who agree
to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15 and to the
extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated hereby or the
investment represented by the Notes; (iii) any other Holder; (iv) any Person of the type that would be, to such Person’s
knowledge, permitted to acquire Notes in accordance with the requirements of Section 2.5 hereof to which such Person sells or
offers to sell any such Note or any part thereof (if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 14.15); (v) any other Person from which such former Person offers to
purchase any security of the Issuer (if such other Person has agreed in writing prior to its receipt of such Confidential Information
to be bound by the provisions of this Section 14.15); (vi) any Federal or State or other regulatory, governmental or judicial
authority having jurisdiction over such Person; (vii) the National Association of Insurance Commissioners or any similar organization,
or any nationally recognized rating agency that requires access to information about the investment portfolio of such Person,
reinsurers and liquidity and credit providers that agree to hold confidential the Confidential Information substantially in accordance
with this Section 14.15; (viii) any other Person with the prior written consent of the Issuer, the Sole Shareholder or the Collateral
Manager; or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance
with any law, rule, regulation or order applicable to such Person, (B) in response to any subpoena or other legal process upon
prior notice to the Issuer (unless and to the extent such notice is prohibited by applicable law, rule, order or decree or other
requirement having the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice
to the Issuer (unless and to the extent such notice is prohibited by applicable law, rule, order or decree or other requirement
having the force of law) or (D) if an Event of Default has occurred and is continuing, to the extent such Person may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and
remedies under the Notes or this Indenture or (E) in the Trustee’s or Collateral Administrator’s performance of its
obligations under this Indenture, the Collateral Administration Agreement or other transaction document related thereto; and provided
that delivery to Holders by the Trustee or the Collateral Administrator of any report of information required by the terms
of this Indenture to be provided to Holders shall not be a violation of this Section 14.15. Each Holder of Notes agrees, except
as set forth in clauses (vi), (vii) and (ix) above, that it shall use the Confidential Information for the sole purpose of making
an investment in the Notes or administering its investment in the Notes; and that the Trustee and the Collateral Administrator
shall neither be required nor authorized to disclose to Holders any Confidential Information in violation
of this Section 14.15. In the event of any required disclosure of the Confidential Information by such Holder, such Holder agrees
to use reasonable efforts to protect the confidentiality of the Confidential Information. Each Holder of a Note, by its acceptance
of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.15.



 




    	 	Page 136



     


    

   


		(b)	For the purposes of this Section 14.15, Confidential Information means information
delivered to the Trustee, the Collateral Administrator, any other party to a Transaction Document or any Holder of Notes by or
on behalf of the Issuer (or otherwise obtained by the Trustee, the Collateral Administrator, any other party to a Transaction Document
or any Holder from the Issuer or the Collateral Manager) in connection with and relating to the transactions contemplated by or
otherwise pursuant to this Indenture; provided that such term does not include information that: (i) was publicly known
or otherwise known to the Trustee, the Collateral Administrator or such Holder prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Trustee, the Collateral Administrator, any Holder or any person acting
on behalf of the Trustee, the Collateral Administrator or any Holder; (iii) otherwise is known or becomes known to the Trustee,
the Collateral Administrator or any Holder other than (x) through disclosure by or on behalf of the Issuer or the Collateral Manager
or (y) to the knowledge of the Trustee, the Collateral Administrator or a Holder, as the case may be, in each case after reasonable
inquiry, as a result of the breach of a fiduciary duty to the Issuer or the Collateral Manager or a contractual duty to the Issuer
or the Collateral Manager; or (iv) is allowed to be treated as non-confidential by prior written consent of the Issuer.



 


		(c)	Notwithstanding the foregoing, the Trustee and the Collateral Administrator may disclose Confidential
Information to the extent disclosure thereof may be required by law or by any regulatory or governmental authority and the Trustee
and the Collateral Administrator may disclose on a confidential basis any Confidential Information to its agents, attorneys and
auditors in connection with the performance of its responsibilities hereunder.



 




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		15.	Assignment Of
                                         Certain Agreements 



 


		15.1	Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution Agreement and Master
Loan Purchase Agreement. 



 


		(a)	The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes
all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, the Collateral
Administration Agreement, the Equity Contribution Agreement and the Master Loan Purchase Agreement including (i) the right to give
all notices, consents and releases thereunder, (ii) the right to receive all notices, accountings, consents, releases and statements
thereunder, (iii) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder, (iv)
with respect to the Collateral Management Agreement, the right to give all notices of termination and to take any legal action
upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and consummation of
Proceedings at law or in equity, and (v) with respect to the Equity Contribution Agreement, the right to give equity contribution
notices and to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided that
notwithstanding anything herein to the contrary, the Issuer shall retain, and the Trustee shall not have, the authority to exercise
any of the rights set forth in (i) through (v) above or that may otherwise arise as a result of the Grant until the occurrence
of an Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or
waived.



 


		(b)	The assignment made hereby is executed as collateral security, and the execution and delivery hereby
shall not in any way impair or diminish the obligations of the Issuer under the provisions of the Collateral Management Agreement,
the Collateral Administration Agreement, the Equity Contribution Agreement and the Master Loan Purchase Agreement nor shall any
of the obligations contained in such agreements be imposed on the Trustee.



 


		(c)	Upon the retirement of the Notes, the payment of all amounts required to be paid pursuant to the
Priority of Payments and the release of the Collateral from the Lien of this Indenture, this assignment and all rights herein assigned
to the Trustee for the benefit of the Holders shall cease and terminate and all the estate, right, title and interest of the Trustee
in, to and under the Collateral Management Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement
and the Master Loan Purchase Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence
such termination and reversion.



 


		(d)	The Issuer represents that the Issuer has not executed any other assignment of the Collateral Management
Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement or the Master Loan Purchase Agreement.



 


		(e)	The Issuer agrees that, subject to clause (c) above, this assignment is irrevocable, and that it
will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer
will, from time to time, execute all instruments of further assurance and all such supplemental instruments with respect to this
assignment as may be necessary to continue and maintain the effectiveness of such assignment.



 


		(f)	The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral
Manager in the Collateral Management Agreement, to the following:



 




    	 	Page 138



     


    

  


		(i)	The Collateral Manager shall consent to the provisions of this assignment and agree to perform
any provisions of this Indenture applicable to the Collateral Manager subject to the terms (including the standard of care set
forth in the Collateral Management Agreement) of the Collateral Management Agreement.



 


		(ii)	The Collateral Manager shall acknowledge that the Issuer is assigning all of its right, title and
interest in, to and under the Collateral Management Agreement to the Trustee as representative of the Holders and the Collateral
Manager shall agree that all of the representations, covenants and agreements made by the Collateral Manager in the Collateral
Management Agreement are also for the benefit of the Trustee.



 


		(iii)	The Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications
and instruments delivered or required to be delivered by the Collateral Manager to the Issuer pursuant to the Collateral Management
Agreement.



 


		(iv)	Neither the Issuer nor the Collateral Manager will enter into any agreement amending, modifying
or terminating the Collateral Management Agreement (other than an amendment to correct inconsistencies, typographical or other
errors, defects or ambiguities) or selecting or consenting to a successor manager except with the consents and satisfaction of
the conditions specified in the Collateral Management Agreement entered into on the Closing Date.



 


		(v)	The Collateral Manager agrees not to cause the filing of a petition in a bankruptcy or similar
Proceeding against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration
of a period equal to one year and a day, or, if longer, the applicable preference period and a day, following such payment. Nothing
in this Section 15.1 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration
of the aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding
filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Shareholder) or (B) any involuntary
insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or Sole Shareholder.



 


		(vi)	From and after the occurrence and continuance of an Event of Default, the Collateral Manager shall
continue to perform and be bound by the provisions of the Collateral Management Agreement and this Indenture (except as otherwise
expressly provided in the Collateral Management Agreement).



 




    	 	Page 139



     


    

  


		(vii)	From and after the occurrence and during the continuance of an Event of Default, and also if any
event occurs that under the Collateral Management Agreement would entitle the Issuer to terminate the Collateral Management Agreement
or remove or replace the Collateral Manager, the Collateral Manager shall not take or refrain from taking any action authorized
or required under the Collateral Management Agreement without the consent of the Majority Holders.



 


		(g)	Upon a Trust Officer of the Trustee receiving written notice (i) from the Collateral Manager that
an event constituting “Cause” as defined in the Collateral Management Agreement has occurred, (ii) that the Collateral
Manager is resigning or is being removed, with or without “Cause” or (iii) of a successor collateral manager, the Trustee
shall, not later than three Business Days thereafter, notify the Holders (as their names appear in the Note Register).



 


		(h)	The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sole
Shareholder in the Equity Contribution Agreement, to the following:



 


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



 


		(ii)	The Sole Shareholder shall acknowledge that the Issuer is assigning all of its right, title and
interest in, to and under the Equity Contribution Agreement to the Trustee as representative of the Holders and the Sole Shareholder
shall agree that all of the representations, covenants and agreements made by the Sole Shareholder in the Equity Contribution Agreement
are also for the benefit of the Trustee.



 


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



 


		(iv)	Neither the Issuer nor the Sole Shareholder will enter into any agreement amending, modifying or
terminating the Equity Contribution Agreement (other than an amendment to correct inconsistencies, typographical or other errors,
defects or ambiguities) without prior written consent of the Trustee (which shall be given at the direction of the Majority Holders)
and the Liquidation Agent.



 




    	 	Page 140



     


    

  


		(v)	The Sole Shareholder agrees not to cause the filing of a petition in a bankruptcy or similar Proceeding
against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period
equal to one year and a day, or, if longer, the applicable preference period and a day, following such payment. Nothing in this
Section 15.1 shall preclude, or be deemed to preclude, the Sole Shareholder from taking any action prior to the expiration of the
aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed
or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Shareholder) or (B) any involuntary insolvency
Proceeding filed or commenced by a Person other than the Sole Shareholder or Collateral Manager.



 


- signature page follows -


 




    	 	Page 141



     


    

  


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


 


	EXECUTED AS A DEED BY	 
	 	 
	BDCA HELVETICA FUNDING, LTD.,	 
	as Issuer	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	In the presence of:	 


 


	Witness:	 	 
	 	Name:	 
	 	Occupation:	 
	 	Title	 


  


INDENTURE


 







     


     


    

  


	U.S. BANK NATIONAL ASSOCIATION	 
	as Trustee	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


INDENTURE


 







     


     


    




 


 


  


EXHIBIT A


 


FORMS OF NOTES


 




     


     


    

  


EXHIBIT A1


 


FORM OF GLOBAL CLASS A NOTE


 


[RULE 144A][REGULATION S] GLOBAL NOTE


representing


CLASS A NOTES DUE 2025


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A PERSON (1) THAT IS A “QUALIFIED
PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”)
AND THE RULES THEREUNDER) OR AN ENTITY BENEFICIALLY OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS (AS DEFINED FOR PURPOSES OF SECTION
3(c)(7) OF THE INVESTMENT COMPANY ACT), (2) THAT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT, AS AMENDED (“RULE 144A”)), (3) THAT WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT
WHEN EACH BENEFICIAL OWNER OF THE HOLDER IS A QUALIFIED PURCHASER), (4) THAT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL
OWNERS WHEN THE HOLDER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (5) THAT IS NOT A BROKER-DEALER WHICH OWNS
AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE
DEALER AND (6) THAT IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(i)(D) OR (A)(1)(i)(E) OF RULE 144A OR A TRUST FUND REFERRED TO
IN PARAGRAPH (A)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE
MADE BY THE BENEFICIARIES OF THE PLAN OR (B) TO A PERSON THAT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT), AND IS NOT ACQUIRING A BENEFICIAL INTEREST HEREIN FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED
IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION. THE ISSUER
OF THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT.


 


THE ISSUER, OR ON ITS BEHALF, THE COLLATERAL
MANAGER, HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS A U.S. PERSON AND
IS NOT BOTH (A) A “QUALIFIED PURCHASER” OR AN ENTITY BENEFICIALLY OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS (AS DEFINED
FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT) AND (B) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) TO SELL ITS INTEREST IN THE NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.


 




    	 	A1-1	 



     


    

  


EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL
BE REQUIRED OR DEEMED TO REPRESENT AND WARRANT THAT (A) FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN, SUCH PERSON WILL
NOT BE, AND WILL NOT BE ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO PART 4 OF TITLE I OF ERISA, A PLAN TO WHICH SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) APPLIES OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
“PLAN ASSETS” BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN SUCH ENTITY (A “BENEFIT
PLAN INVESTOR”) AND (B) IF SUCH PERSON IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (1) FOR SO LONG AS IT HOLDS THIS
NOTE OR AN INTEREST HEREIN IT WILL NOT BE SUBJECT TO 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, AND (2) ITS ACQUISITION, HOLDING AND DISPOSITION OF ITS INTEREST
IN THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY APPLICABLE STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAW OR REGULATION
THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE.


 


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


 




    	 	A1-2	 



     


    

  


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


 


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


 


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


 


THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE
OR ANY PAYING AGENT WITH THE PROPERLY COMPLETED AND SIGNED APPLICABLE TAX CERTIFICATIONS (GENERALLY, IN THE CASE OF U.S. FEDERAL
INCOME TAX, AN INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS A “UNITED
STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE OR THE APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8
(OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION
7701(a)(30) OF THE CODE) OR THE FAILURE TO MEET ITS NOTEHOLDER REPORTING OBLIGATIONS MAY RESULT IN WITHHOLDING FROM PAYMENTS IN
RESPECT OF SUCH NOTE, INCLUDING U.S. FEDERAL WITHHOLDING OR BACK-UP WITHHOLDING.


 


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


 


EACH HOLDER AND BENEFICIAL OWNER OF THIS NOTE
AGREES TO TREAT THIS NOTE FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES AS AN EQUITY
INTEREST IN THE ISSUER.


 


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


 




    	 	A1-3	 



     


    

  


BDCA HELVETICA FUNDING, LTD. 


 


[RULE 144A][REGULATION S] GLOBAL NOTE


representing


CLASS A NOTES DUE 2025


 


Up to U.S.$[300,000,000]1[120,000,000]2[69,474,000]3


 


A/[R][S]-[●]


 


[DATE]


 


CUSIP No.: [05544M AA1]4[G0905X AA4]5[05544M
AB9]6[G0905X AB2]7[05544M AC7]8[G0905X AC0]9


 


ISIN:


[US05544MAA18]10[USG0905XAA49]11[US05544MAB90]12[USG0905XAB22]13[US05544M
AC73]14[USG0905XAC05]15


 


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


 





 



 


		1	Insert in case of an Initial Global Note with the note “Subject to consolidation of Global Notes pursuant to Section
2.2(b)(iv) of the Indenture”.



 


		2	Insert in case of a First Additional Global Note.



 


		3	Insert in case of a Second Additional Global Note.



 


		4	Insert in case of an Initial Rule 144A Global Note.



 


		5	Insert in case of an Initial Regulation S Global Note.



 


		6	Insert in case of a First Additional Rule 144A Global Note.



 


		7	Insert in case of a First Additional Regulation S Global Note.



 


		8	Insert in case of a Second Additional Rule 144A Global Note.



 


		9	Insert in case of a Second Additional Regulation S Global Note.



 


		10	Insert in case of an Initial Rule 144A Global Note.



 


		11	Insert in case of an Initial Regulation S Global Note.



 


		12	Insert in case of a First Additional Rule 144A Global Note.



 


		13	Insert in case of a First Additional Regulation S Global Note.



 


		14	Insert in case of a Second Additional Rule 144A Global Note.



 


		15	Insert in case of a Second Additional Regulation S Global Note.



 




    	 	A1-4	 



     


    

 


The obligations of the Issuer
under this Class A Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral in
accordance with the Indenture, and following the realization of the Collateral in accordance with the Indenture and the application
of such amounts in accordance with the terms of the Indenture, all claims of the Holders of Class A Notes shall be extinguished
and shall not thereafter revive. The Holder and any beneficial owner of this Class A Note agree not to cause the filing of a petition
in bankruptcy or winding-up against the Issuer or with respect to any Collateral (including any proceeds thereof) prior to the
date which is one year (or if longer, the applicable preference period then in effect) plus one day after the payment in full of
all Notes (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request
of the Issuer).


 


The Issuer promises to pay
interest, if any, on each Payment Date commencing June 24, 2016 (or, if any such day is not a Business Day, the next succeeding
Business Day), in accordance with Section 11.1(a) of the Indenture. The interest so payable on any Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Class A Note (or one or more predecessor Class A Notes) is registered
at the close of business on the Record Date for such interest, which shall be the day (whether or not a Business Day) immediately
prior to such Payment Date.


 


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


 


U.S. Bank National Association,
as custodian for DTC, is authorized to endorse on Schedule A annexed hereto and made a part hereof the amount and date of (a) each
increase in the principal amount of this Global Note; provided that if according to any Payment Date Report there has been such
an increase on any Global Note, that increase shall be deemed to have been endorsed on Schedule A hereto and (b) any increase or
decrease in the principal amount of this Global Note as a result of a consolidation of Global Notes pursuant to Section 2.2(b)(iv)
of the Indenture; provided that if according to any Payment Date Report there has been such an increase or decrease on any Global
Note, that increase or decrease shall be deemed to have been endorsed on Schedule A hereto.


 


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


 


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


 




    	 	A1-5	 



     


    

  


This Class A Note is one
of a duly authorized issue of Class A Notes due 2025 (the “Class A Notes”) issued under the Second Amended
and Restated Indenture dated as of June 6, 2016 (as further amended, supplemented, restated or otherwise modified from time to
time, the “Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”,
which term includes any successor trustee as permitted under the Indenture) and, solely as expressly specified therein, in its
individual capacity. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Class
A Notes and the terms upon which the Class A Notes are, and are to be, authenticated and delivered. In the event of any conflict
or inconsistency between the Indenture and this Class A Note, the Indenture shall control.


 


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


 


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


 


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


 


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


 


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


 


[The provisions of the “Operating
Procedures of the Euroclear System” of Euroclear and the “Terms and Conditions Governing Use of Participants”
of Clearstream, respectively, will be applicable to this Global Note insofar as interests in this Global Note are held by Agent
Members of Euroclear or Clearstream, as the case may be.]16


 





 



 


		16	Insert in case of Regulation S Global Note.



 




    	 	A1-6	 



     


    

  


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


 


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


 


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


 


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


 


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


 


- signature page follows - 


 




    	 	A1-7	 



     


    

  


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


 


	 	BDCA HELVETICA FUNDING, LTD.
	 	 
	 	By:	 
	 	Name:
	 	Title: Director


 




    	 	A1-8	 



     


    

  


CERTIFICATE OF AUTHENTICATION 


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee 
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	A1-9	 



     


    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


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


 


	 	 	 	 	 	 	Remaining principal	 	 
	 	 	 	 	 	 	amount of this [Rule	 	 
	 	 	Original principal	 	Part of principal amount	 	144A][Regulation S]	 	Notation
	 	 	amount of this	 	of this [Rule	 	Global Note	 	made by or
	Date exchange/	 	[Rule	 	144A][Regulation S]	 	following such	 	on behalf
	increase/decrease	 	144A][Regulation	 	Global Note exchanged/	 	exchange/	 	of the
	made	 	S] Global Note	 	increased/decreased	 	increase/decrease	 	Issuer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	 	A1-10	 



     


    

  


EXHIBIT A2


 


FORM OF CERTIFICATED CLASS A NOTE


 


[RULE 144A][REGULATION S] CERTIFICATED NOTE


representing


CLASS A NOTES DUE 2025


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A PERSON (1) THAT IS A “QUALIFIED
PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”)
AND THE RULES THEREUNDER) OR AN ENTITY BENEFICIALLY OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS (AS DEFINED FOR PURPOSES OF SECTION
3(c)(7) OF THE INVESTMENT COMPANY ACT), (2) THAT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT, AS AMENDED (“RULE 144A”)), (3) THAT WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT
WHEN EACH BENEFICIAL OWNER OF THE HOLDER IS A QUALIFIED PURCHASER), (4) THAT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL
OWNERS WHEN THE HOLDER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (5) THAT IS NOT A BROKER-DEALER WHICH OWNS
AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE
DEALER AND (6) THAT IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(i)(D) OR (A)(1)(i)(E) OF RULE 144A OR A TRUST FUND REFERRED TO
IN PARAGRAPH (A)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE
MADE BY THE BENEFICIARIES OF THE PLAN OR (B) TO A PERSON THAT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT), AND IS NOT ACQUIRING A BENEFICIAL INTEREST HEREIN FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED
IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION. THE ISSUER
OF THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT.


 


THE ISSUER, OR ON ITS BEHALF, THE COLLATERAL
MANAGER, HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS A U.S. PERSON AND
IS NOT BOTH (A) A “QUALIFIED PURCHASER” OR AN ENTITY BENEFICIALLY OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS (AS DEFINED
FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT) AND (B) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) TO SELL ITS INTEREST IN THE NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.


 




    	 	A2-1	 



     


    

 


EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL
BE REQUIRED OR DEEMED TO REPRESENT AND WARRANT THAT (A) FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN, SUCH PERSON WILL
NOT BE, AND WILL NOT BE ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO PART 4 OF TITLE I OF ERISA, A PLAN TO WHICH SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) APPLIES OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
“PLAN ASSETS” BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN SUCH ENTITY (A “BENEFIT
PLAN INVESTOR”) AND (B) IF SUCH PERSON IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (1) FOR SO LONG AS IT HOLDS THIS
NOTE OR AN INTEREST HEREIN IT WILL NOT BE SUBJECT TO 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, AND (2) ITS ACQUISITION, HOLDING AND DISPOSITION OF ITS INTEREST
IN THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY APPLICABLE STATE, LOCAL, OTHER FEDERAL OR NON-U.S. LAW OR REGULATION
THAT IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE.


 


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


 




    	 	A2-2	 



     


    

  


THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE
OR ANY PAYING AGENT WITH THE PROPERLY COMPLETED AND SIGNED APPLICABLE TAX CERTIFICATIONS (GENERALLY, IN THE CASE OF U.S. FEDERAL
INCOME TAX, AN INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS A “UNITED
STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE OR THE APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8
(OR APPLICABLE SUCCESSOR FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION
7701(a)(30) OF THE CODE) OR THE FAILURE TO MEET ITS NOTEHOLDER REPORTING OBLIGATIONS MAY RESULT IN WITHHOLDING FROM PAYMENTS IN
RESPECT OF SUCH NOTE, INCLUDING U.S. FEDERAL WITHHOLDING OR BACK-UP WITHHOLDING.


 


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


 


EACH HOLDER AND BENEFICIAL OWNER OF THIS NOTE
AGREES TO TREAT THIS NOTE FOR UNITED STATES FEDERAL, STATE AND LOCAL INCOME, SINGLE BUSINESS AND FRANCHISE TAX PURPOSES AS AN EQUITY
INTEREST IN THE ISSUER.


 


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


 




    	 	A2-3	 



     


    

 





BDCA HELVETICA FUNDING, LTD.


 


[RULE 144A][REGULATIONS] CERTIFICATED
NOTE


representing


CLASS A NOTES DUE 2025


 


U.S.$ [●]


 


A/C-[●]


 


[DATE]


 


CUSIP No.: [05544M AA1]17[G0905X
AA4]18


 


ISIN: [US05544MAA18]19[USG0905XAA49]20


 


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


 


The obligations of the
Issuer under this Class A Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral
in accordance with the Indenture, and following the realization of the Collateral in accordance with the Indenture and the application
of such amounts in accordance with the terms of the Indenture, all claims of Holders of the Class A Notes shall be extinguished
and shall not thereafter revive. The Holder and any beneficial owner of this Class A Note agree not to cause the filing of a petition
in bankruptcy or winding-up against the Issuer or with respect to any Collateral (including any proceeds thereof) prior to the
date which is one year (or if longer, the applicable preference period then in effect) plus one day after the payment in full of
all Notes (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request
of the Issuer).


 


 



 


		17	Insert in case of Rule 144A Global Note.



		18	Insert in case of Regulation S Global Note.



		19	Insert in case of Rule 144A Global Note.



		20	Insert in case of Regulation S Global Note.






 






    	 	A2-4	 



     


    

 


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


 


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


 


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


 


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


 


This Class A Note is
one of a duly authorized issue of Class A Notes due 2025 (the “Class A Notes”) issued under the Second Amended
and Restated Indenture dated as of June 6, 2016 (as further amended, supplemented, restated or otherwise modified from time to
time, the “Indenture”) between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”,
which term includes any successor trustee as permitted under the Indenture) and, solely as expressly specified therein, in its
individual capacity. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and the Holders of the Class
A Notes and the terms upon which the Class A Notes are, and are to be, authenticated and delivered. In the event of any conflict
or inconsistency between the Indenture and this Class A Note, the Indenture shall control.


 


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


 


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


 


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


 




    	 	A2-5	 



     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


- signature page follows -


 




    	 	A2-6	 



     


    

 


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


 


	 	BDCA HELVETICA FUNDING, LTD. 
	 	 
	 	By:	 
	 	Name:
	 	Title: Director 


 




    	 	A2-7	 



     


    

 


 


CERTIFICATE OF AUTHENTICATION


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee 
	 	 
	 	By:	 
	 	 	Authorized Signatory 


 




    	 	A2-8	 



     


    

 


Assignment
Form


 


	For value received 	 	 
	 
	does hereby sell, assign, and transfer to 


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Please insert social security or	 
	 	other identifying number of assignee 	 
	 	 	 
	 	Please print or type name	 
	 	and address, including zip code,	 
	 	of assignee: 	 


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


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


 


	Date: 	 	 	Your Signature 	 


 


(Sign exactly as your name appears in the
security)


 


* NOTE: The signature to this assignment
must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without
alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include membership or participation in Securities Transfer Agents
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	A2-9	 



     


    

 


EXHIBIT B


 


FORMS OF TRANSFER AND EXCHANGE CERTIFICATES


 




    	 	



     


    

  


EXHIBIT B1


 


FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFER OF RULE 144A GLOBAL


NOTE OR CERTIFICATED NOTE TO REGULATION S GLOBAL NOTE


 


U.S. Bank National Association, as Trustee


One Federal Street,
3rd Floor


Boston, MA 02110


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


 







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






 


Reference is hereby
made to the Second Amended and Restated Indenture dated as of June 6, 2016 (as further amended from time to time, the “Indenture”)
between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly specified therein, in its individual
capacity. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.


 


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


 


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


 





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


 


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


 


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


 


d.           none
of the Transferor or any of its affiliates (as such term is defined in Rule 501(b) of Regulation D under the Securities Act) or
any other Person acting on any of their behalf has engaged, in connection with such Notes, in any form of general solicitation
or general advertising within the meaning of Rule 502(c) under the Securities Act;


 


e.           the
Transferor has not solicited offers for such Notes, and has not arranged commitments to purchase such Notes, except in accordance
with the Indenture and any applicable U.S. federal and state securities laws and the securities laws of any other jurisdiction
in which such Notes have been offered;







 




    	 	B1-1	 



     


    

  





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


 


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







 


- signature page follows -


 




    	 	B1-2	 



     


    

  


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


 


	 	(Name of Transferor) 
	 	 
	 	By:	 
	 	Name:
	 	Title: 


 


Dated: _________, _____


 


BDCA Helvetica Funding, Ltd.


405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	 	B1-3	 



     


    

  


EXHIBIT B2 


 


FORM OF PURCHASER REPRESENTATION LETTER
FOR CERTIFICATED NOTES


 


[DATE]


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


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


 


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



 


Reference is hereby made to the Second
Amended and Restated Indenture dated as of June 6, 2016 (as further amended from time to time, the “Indenture”)
between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly specified therein, in its individual
capacity. Capitalized terms not defined in this Certificate shall have the meanings ascribed to them in the Indenture.


 


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


 


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


 


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


 


(a)(1) a “qualified institutional
buyer” that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities
of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e)
of Rule 144A under the Securities Act or a fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that
holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is
purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder, who is also
a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), and the rules thereunder, a “Qualified Purchaser”) or an entity beneficially owned
exclusively by Qualified Purchasers or (2) a person that is not a “U.S. person” as defined in Regulation S under the
Securities Act, and is acquiring the Certificates in an offshore transaction (as defined in Regulation S) in reliance on the exemption
from Securities Act registration provided by Regulation S; and


 




    	 	B2-1	 



     


    

  


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


 


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


 





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


 


2.          In
connection with its purchase of the Notes: (i) none of the Issuer, the Sole Shareholder, the Collateral Manager, the Liquidation
Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or
investment adviser for it; (ii) it is not relying (for purposes of making any investment decision or otherwise) upon any advice,
counsel or representations (whether written or oral) of the Issuer, the Sole Shareholder, the Collateral Manager, the Liquidation
Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates; (iii) it has consulted with its own legal,
regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and has made its
own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon
its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the Issuer,
the Sole Shareholder, the Collateral Manager, the Liquidation Agent, the Trustee, the Collateral Administrator or any of their
respective Affiliates; (iv) it will hold and transfer at least the minimum denomination of such Notes; (v) it was not formed for
the purpose of investing in the Notes; (vi) it has received the necessary consent from its beneficial owners if the holder is a
private investment company formed before April 30, 1996, (vii) it is a sophisticated investor and is purchasing the Notes with
a full understanding of all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those
risks; (viii) none of it or any of its affiliates (as such term is defined in Rule 501(b) of Regulation D under the Securities
Act) or any other Person acting on any of their behalf has engaged or will engage, in connection with such Notes, in any form of
(A) general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) directed selling
efforts within the meaning of Rule 902(c) of Regulation S thereunder; (ix) it has not solicited and will not solicit offers for
such Notes, and has not arranged and will not arrange commitments to purchase such Notes, except in accordance with the Indenture
and any applicable U.S. federal and state securities laws and the securities laws of any other jurisdiction in which such Notes
have been offered; and (x) it has not acquired any Note as part of a plan to reduce, avoid or evade U.S. Federal income tax.







 




    	 	B2-2	 



     


    

  


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


 


4.          It
represents, warrants and agrees that (a) for so long as it holds the Notes or an interest therein, it will not be, and will not
be acting on behalf of, an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”)) that is subject to Part 4 of Title I of ERISA, a plan to which Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”) applies or an entity whose underlying assets include
“plan assets” by reason of such an employee benefit plan’s or a plan’s investment in such entity (a “Benefit
Plan Investor”) and (b) if it is a governmental, church, non-U.S. or other plan, (1) for so long as it holds such Notes
or interest therein it will not be subject to 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, and (2) its acquisition, holding and disposition of its interest
in such Notes will not constitute or result in a violation of any applicable 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. 


 




    	 	B2-3	 



     


    

  


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


 


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


 


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




    	 	B2-4	 



     


    

  


8.          It
hereby represents and warrants that it is not an Affected Bank and it agrees and acknowledges that no transfer of a Note to an
Affected Bank will be effective and none of the Issuer, the Trustee or the Note Registrar will recognize any such transfer, unless
such transfer is specifically authorized by the Issuer in writing. An “Affected Bank” is a “bank”
for purposes of Section 881 of the Code or an entity affiliated with such a bank that is not any of the following: (x) a United
States person (within the meaning of Section 7701(a)(30) of the Code), (y) an entity that treats all income from its Notes as effectively
connected with its conduct of a trade or business within the United States (as such terms are used in Section 864(c) of the Code
or (z) entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest payments
made by obligors resident in the United States to such bank are reduced to 0% and is not subject to withholding under Sections
1471-1474 of the code.


 


9.          It
agrees not to seek to commence, institute against, or join any other Person in instituting against, the Issuer any bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under U.S. Federal or State
bankruptcy or similar laws prior to the date which is one year and one day (or if longer, any applicable preference period) after
the payment in full of all Notes and any other debt obligations of the Issuer that have been rated upon issuance by any rating
agency at the request of the Issuer.


  


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


 


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


 


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


 


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


 


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


 




    	 	B2-5	 



     


    

  


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


 


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


 


Taxpayer identification number:


 


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


 


Denominations of certificates (if more than one):


Registered name:


 


		cc:	BDCA Helvetica Funding, Ltd. 



405 Park Avenue, Floor 3

New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	 	B2-6	 



     


    

 


EXHIBIT B3


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER
OF REGULATION S

GLOBAL NOTE OR CERTIFICATED NOTE TO RULE 144A GLOBAL NOTE


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


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


 


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



Class A Notes due 2025 (the “Notes”)


 


Reference
is hereby made to the Second Amended and Restated Indenture dated as of June 6, 2016 (as further amended from time to time, the
“Indenture”) between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly specified
therein, in its individual capacity. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.


 


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


 


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


 




    	 	B3-1	 



     


    

 


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


 


	 	(Name of Transferor) 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:


 


Dated: _________, _____


 


		cc:	BDCA Helvetica Funding, Ltd. 



405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	 	B3-2	 



     


    

 


EXHIBIT B4


 


FORM OF TRANSFEREE CERTIFICATE
OF RULE 144A GLOBAL NOTE


 


U.S. Bank National Association, as Trustee


One Federal
Street, 3rd Floor


Boston, MA 02110


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


 


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



 


Reference
is hereby made to the Second Amended and Restated Indenture dated as of June 6, 2016 (as further amended from time to time, the
“Indenture”) between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly specified
therein, in its individual capacity. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.


 


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


 


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


 


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


 


(a)          a
“qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “Qualified Institutional
Buyer”), who is also a “qualified purchaser” (within the meaning of the Investment Company Act of 1940,
as amended (the “Investment Company Act”) and the rules thereunder, a “Qualified Purchaser”)
or an entity beneficially owned exclusively by Qualified Purchasers, and is acquiring the Notes in reliance on the exemption from
Securities Act registration provided by Rule 144A thereunder; and


 


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


 




    	 	B4-1	 



     


    

 


The Transferee further represents, warrants and agrees as follows:


 


1.          In
connection with the purchase of the Notes: (A) none of the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral
Manager, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial
or investment adviser for the Transferee; (B) the Transferee is not relying (for purposes of making any investment decision or
otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Sole Shareholder, the Liquidation
Agent, the Collateral Manager, the Trustee, the Collateral Administrator or any of their respective Affiliates; (C) the Transferee
has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has
deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant
to the Indenture) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any
view expressed by the Issuer, the Sole Shareholder, the Liquidation Agent, the Collateral Manager, the Trustee, the Collateral
Administrator or any of their respective Affiliates; (D) the Transferee is both (x) a Qualified Institutional Buyer that is not
a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not
affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A or a trust
fund referred to in paragraph (a)(1)(i)(f) of Rule 144A that holds the assets of such a plan, if investment decisions with respect
to the plan are made by beneficiaries of the plan and (y) a Qualified Purchaser for purposes of Section 3(c)(7) of the Investment
Company Act or an entity beneficially owned exclusively by Qualified Purchasers; (E) the Transferee is acquiring its interest in
such Notes for its own account for investment and not with a view to the resale, distribution or other disposition thereof in violation
of the Securities Act; (F) the Transferee was not formed for the purpose of investing in such Notes; (G) the Transferee has received
the necessary consent from its beneficial owners if the holder is a private investment company formed before April 30, 1996, (H)
the Transferee understands that the Issuer may receive a list of participants holding interests in the Notes from one or more book-entry
depositories; (I) the Transferee will hold and transfer at least the minimum denomination of such Notes; (J) the Transferee is
a sophisticated investor and is purchasing the Notes with a full understanding of all of the terms, conditions and risks thereof,
and it is capable of assuming and willing to assume those risks; (K) the Transferee will provide notice of the relevant transfer
restrictions to subsequent transferees, including that the Transferee may be relying on the exemption from registration under the
Securities Act provided by Rule 144A thereunder; (L) none of the Transferee or any of its affiliates (as such term is defined in
Rule 501(b) of Regulation D under the Securities Act) or any other Person acting on any of their behalf has engaged or will engage,
in connection with such Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act; (M) the Transferee has not solicited and will not solicit offers for such Notes and has not arranged and will
not arrange commitments to purchase such Notes, except in accordance with the Indenture and any applicable U.S. federal and state
securities laws and the securities laws of any other jurisdiction in which such Notes have been offered; and (N) the Transferee
is not acquiring any Note as part of a plan to reduce, avoid or evade U.S. Federal income tax.


 




    	 	B4-2	 



     


    

 


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


 


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


 


4.          The
Transferee represents, warrants and agrees that (a) for so long as it holds the Notes or an interest therein, it will not be, and
will not be acting on behalf of, an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”)) that is subject to Part 4 of Title I of ERISA, a plan to which Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”) applies or an entity whose underlying assets include
“plan assets” by reason of such an employee benefit plan’s or a plan’s investment in such entity (a “Benefit
Plan Investor”) and (b) if it is a governmental, church, non-U.S. or other plan, (1) for so long as it holds such Notes
or interest therein it will not be subject to 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, and (2) its acquisition, holding and disposition of its interest
in such Notes will not constitute or result in a violation of any applicable 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.


 


5.          The
Transferee agrees not to seek to commence, institute against, or join any other Person in instituting against, the Issuer any bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under U.S. Federal or State
bankruptcy or similar laws prior to the date which is one year and one day (or if longer, any applicable preference period) after
the payment in full of all Notes and any other debt obligations of the Issuer that have been rated upon issuance by any rating
agency at the request of the Issuer.


 


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


 




    	 	B4-3	 



     


    

 


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


 


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


 


9.          The
Transferee hereby represents and warrants that it is not an Affected Bank and it agrees and acknowledges that no transfer of a
Note to an Affected Bank will be effective and none of the Issuer, the Trustee or the Note Registrar will recognize any such transfer,
unless such transfer is specifically authorized by the Issuer in writing. An “Affected Bank” is a “bank”
for purposes of Section 881 of the Code or an entity affiliated with such a bank that is not any of the following: (x) a United
States person (within the meaning of Section 7701(a)(30) of the Code), (y) an entity that treats all income from its Notes as
effectively connected with its conduct of a trade or business within the United States (as such terms are used in Section 864(c)
of the Code or (z) entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest
payments made by obligors resident in the United States to such bank are reduced to 0% and is not subject to withholding under
Sections 1471-1474 of the Code.


 




    	 	B4-4	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


		cc:	BDCA Helvetica Funding, Ltd. 



405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 




    	 	B4-5	 



     


    

 


EXHIBIT B5


 


FORM OF TRANSFEREE CERTIFICATE OF REGULATION
S GLOBAL NOTE


 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


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


 


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



 


Reference
is hereby made to the Second Amended and Restated Indenture dated as of June 6, 2016 (as further amended from time to time, the
“Indenture”) between the Issuer and U.S. Bank National Association, as Trustee and, solely as expressly specified
therein, in its individual capacity. Capitalized terms not defined in this Certificate shall have the meanings ascribed to them
in the Indenture.


 


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


 


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


 


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


 


The Transferee further represents, warrants and agrees
as follows:


 




    	 		 



     


    

 


 


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


 


2.          The
Transferee understands that the Notes are being offered only in a transaction not involving any public offering in the United States
of America within the meaning of the Securities Act, such Notes have not been and will not be registered under the Securities Act,
and, if in the future the Transferee decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered,
resold, pledged or otherwise transferred only in accordance with the provisions of the Indenture and the legend on such Notes,
including any requirement for written certifications. In particular, the Transferee understands that the Notes may be transferred
only to a person that is either (A) both (1)(x) a “qualified purchaser” (as defined in the Investment Company Act of
1940, as amended (the “Investment Company Act”), and the rules thereunder) or (y) an entity owned (or in the
case of Qualified Purchasers, beneficially owned) exclusively by one or more “qualified purchasers” and (2) a “qualified
institutional buyer” that is not a broker-dealer which owns and invests on a discretionary basis less than U.S. $25,000,000
in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d)
or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under
the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries
of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder
or (B) a person that is not a U.S. Person, and is acquiring the Notes in an Offshore Transaction (as defined in Regulation S thereunder)
in reliance on the exemption from registration provided by Regulation S. The Transferee acknowledges that no representation has
been made as to the availability of any exemption under the Securities Act or any State securities laws for resale of the Notes.
The Transferee understands that the Issuer has not been registered under the Investment Company Act, and that the Issuer is exempt
from registration as such by virtue of Section 3(c)(7) of the Investment Company Act. The Transferee understands and acknowledges
that the Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in the Notes that fails to comply
with the foregoing requirements to sell its interest in such Notes, or may sell such interest on behalf of such owner.


 




    	 	B5-2	 



     


    

  


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


 


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


 


5.          The
Transferee represents, warrants and agrees that (a) for so long as it holds the Notes or an interest therein, it will not be, and
will not be acting on behalf of, an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”)) that is subject to Part 4 of Title I of ERISA, a plan to which Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”) applies or an entity whose underlying assets include
“plan assets” by reason of such an employee benefit plan’s or a plan’s investment in such entity (a “Benefit
Plan Investor”) and (b) if it is a governmental, church, non-U.S. or other plan, (1) for so long as it holds such Notes
or interest therein it will not be subject to 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, and (2) its acquisition, holding and disposition of its interest
in such Notes will not constitute or result in a violation of any applicable 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.
 


 


6.          The
Transferee agrees not to seek to commence, institute against, or join any other Person in instituting against, the Issuer any bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under U.S. Federal or State
bankruptcy or similar laws prior to the date which is one year and one day (or if longer, any applicable preference period) after
the payment in full of all Notes and any other debt obligations of the Issuer that have been rated upon issuance by any rating
agency at the request of the Issuer.


 


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


 




    	 	B5-3	 



     


    

  


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


 


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


 


10.         The
Transferee hereby represents and warrants that it is not an Affected Bank and it agrees and acknowledges that no transfer of a
Note to an Affected Bank will be effective and none of the Issuer, the Trustee or the Note Registrar will recognize any such transfer,
unless such transfer is specifically authorized by the Issuer in writing. An “Affected Bank” is a “bank”
for purposes of Section 881 of the Code or an entity affiliated with such a bank that is not any of the following: (x) a United
States person (within the meaning of Section 7701(a)(30) of the Code), (y) an entity that treats all income from its Notes as effectively
connected with its conduct of a trade or business within the United States (as such terms are used in Section 864(c) of the Code
or (z) entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest payments
made by obligors resident in the United States to such bank are reduced to 0% and is not subject to withholding under Sections
1471-1474 of the Code.


 


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


 


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


 




    	 	B5-4	 



     


    

  


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


 


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


 


	cc:	BDCA Helvetica Funding, Ltd.
	 	405 Park Avenue, Floor 3
	 	New York, NY 10022
	 	Attention: Bryan Cole/Christopher Masterson












 




    	 	B5-5	 



     


    

 


EXHIBIT C


 


FORM OF BENEFICIAL OWNER CERTIFICATE



 


U.S. Bank National Association, as Trustee


One Federal Street, 3rd Floor


Boston, MA 02110


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


 


BDCA Helvetica Funding, Ltd.


405 Park Avenue, Floor 3


New York, NY 10022


Attention: Bryan Cole/Christopher Masterson


 


Ladies and Gentlemen:


 


The undersigned hereby certifies that it is the beneficial owner
of U.S.$__________ in principal amount of the Class A Notes [registered in the name of [INSERT NAME]]21, and
hereby requests the Trustee to grant it access, via its password protected website, to the following:


 


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


 


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


 


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


 


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


 


_____ Notices of Default pursuant to Section 6.2 of the Indenture


 


	Name:	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


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


 





 



 


		21	Insert if Note is a Certificated Note.



 




    	 	



     


    

  


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


 


[NAME OF CERTIFYING HOLDER]


 


	By:	 	 
	 	Authorized Signature	 
	 	Name:	 
	 	Title: 	 


 




    	 	C