NOTICE OF REVISED PROPOSED SUPPLEMENTAL INDENTURE · citibank, n.a. magnetite xvi, limited...

CITIBANK, N.A.

MAGNETITE XVI, LIMITED

MAGNETITE XVI, LLC

NOTICE OF REVISED PROPOSED SUPPLEMENTAL INDENTURE

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST

TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES. IF

APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES

RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO

BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER.

Notice Date: January 31, 2018

Notice Record Date: January 11, 2018

Consent Forms Due Date: No later than 5:00 p.m. (New York Time) on February 1,

2018

To: The Holders of the Secured Notes, Combination Notes and Subordinated Notes described

as:

CUSIP ISIN

*

Class A Notes (144A) 55953R AA9 US55953RAA95

Class A Notes (Reg S) G57488 AA9 USG57488AA92

Class B Notes (144A) 55953R AC5 US55953RAC51

Class B Notes (Reg S) G57488 AB7 USG57488AB75

Class C-1 Notes (144A) 55953R AE1 US55953RAE18

Class C-1 Note (Reg S) G57488 AC5 USG57488AC58

Class C-2 Notes (144A) 55953R AG6 US55953RAG65

Class C-2 Notes (Reg S) G57488 AD3 USG57488AD32

Class D Notes (144A) 55953R AJ0 US55953RAJ05

Class D Notes (Reg S) G57488 AE1 USG57488AE15

No representation is made as to the correctness or accuracy of the CUSIP, ISIN numbers or Common Codes either

as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of

the Holders.

Class E Notes (144A) 55953P AA3 US55953PAA30

Class E Notes (Reg S) G57487 AA1 USG57487AA10

Combination Notes (144A) 55953P AC9 US55953PAC95

Combination Notes (Reg S) G57487 AB9 USG57487AB92

Combination Notes (AI) 55953P AD7 US55953PAD78

Subordinated Notes (144A) 55953P AE5 US55953PAE51

Subordinated Notes (Reg S) G57487 AC7 USG57487AC75

Subordinated Notes (AI) 55953P AF2 US55953PAF27

and

The Additional Parties Listed on Schedule I hereto

Reference is hereby made to (i) the Indenture, dated as of December 18, 2015, (as

amended, modified or supplemented from time to time, the “Indenture”) among MAGNETITE

XVI, LIMITED, as Issuer (the “Issuer”), MAGNETITE XVI, LLC, as Co-Issuer (the “Co-

Issuer” and together with the Issuer, the “Co-Issuers”), and CITIBANK, N.A., as Trustee (the

“Trustee”) and (ii) the Notice of Redemption and Notice of Proposed Supplemental Indenture,

dated January 11, 2018 (the “Original Notice”), attaching thereto a proposed form of Second

Supplemental Indenture (the “Original Proposed Supplemental Indenture”). Capitalized terms

used, and not otherwise defined, herein shall have the meanings assigned to such terms in the

Indenture or the Original Notice, as applicable.

I. NOTICE OF REVISIONS TO PROPOSED SUPPLEMENTAL INDENTURE

You are hereby notified that the Trustee has received notice that the Co-Issuers have

revised the Original Proposed Supplemental Indenture that was attached to the Original Notice.

The revised form of the Supplemental Indenture is attached as Exhibit A hereto (the “Revised

Proposed Supplemental Indenture”). For your reference, a redline indicating the changes made

from the Original Proposed Supplemental Indenture to the Revised Proposed Supplemental

Indenture is attached as Exhibit B hereto.

The Co-Issuers have indicated that Section 1 of the Revised Proposed Supplemental

Indenture (the “Refinancing Amendments”) is pursuant to Sections 8.1(a)(x)(A), 8.1(a)(x)(C),

8.1(a)(xxi) and 9.2(g) of the Indenture and have requested the consent of the Holders of a

Majority of the Subordinated Notes. Please see the Subordinated Noteholder Consent Form

attached to the Original Notice as Exhibit C and complete and return it to Ms. Jennifer

McCourt (212-816-5680, [email protected]) at the following address: Citibank, N.A.,

388 Greenwich Street, 23rd Floor, New York, NY 10013, Attention: Agency & Trust -

Magnetite XVI, Limited no later than 5:00 p.m. (New York Time) on February 1, 2018.

PLEASE NOTE THAT THE CONSENT OF A SUBORDINATED NOTEHOLDER WILL BE IRREVOCABLE UPON RECEIPT BY THE TRUSTEE.

The Co-Issuers have also indicated that Section 3 of the Revised Proposed Supplemental

Indenture (the “Reference Rate Amendments”) is pursuant to Section 8.2 of the Indenture, and

have also requested the consent of each Holder of Subordinated Notes to the Reference Rate

Amendments. Please see the Subordinated Noteholder Consent Form attached to the Original

Notice as Exhibit C and complete and return it to Ms. Jennifer McCourt (212-816-5680,

[email protected]) at the following address: Citibank, N.A., 388 Greenwich Street,

23rd Floor, New York, NY 10013, Attention: Agency & Trust - Magnetite XVI, Limited no

later than 5:00 p.m. (New York Time) on February 1, 2018. PLEASE NOTE THAT THE CONSENT OF A SUBORDINATED NOTEHOLDER WILL BE IRREVOCABLE UPON RECEIPT BY THE TRUSTEE.

The foregoing description of the Supplemental Indenture is qualified, in its entirety, by

the text of the attached Supplemental Indenture.

The Revised Proposed Supplemental Indenture supersedes the Original Proposed

Supplemental Indenture. Any consent previously delivered or delivered now through the

Consent Forms Due Date indicated above, will be consents to the Revised Proposed

Supplemental Indenture.

Holders who have already submitted their consent pursuant to the Original Notice do

not need to take any further action to consent to the Revised Proposed Supplemental

Indenture.

The proposed date of execution of the Supplemental Indenture is the Contemplated

Refinancing Date; provided, however, that the Issuer has notified the Trustee that the

Supplemental Indenture will not be executed if the Contemplated Refinancing is not completed.

Additionally, the Co-Issuers have indicated that the Reference Rate Amendments shall only

become effective following the receipt of each Holder of Subordinated Notes, which may be a

date after the Contemplated Refinancing Date.

THE TRUSTEE ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF

THE RECITALS CONTAINED IN THE SUPPLEMENTAL INDENTURE ATTACHED

HERETO AND THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE

HOLDERS OF THE NOTES IN RESPECT OF THE SUPPLEMENTAL INDENTURE AND

ASSUMES NO RESPONSIBILITY FOR THE CONTENTS, SUFFICIENCY OR VALIDITY

OF THE SUPPLEMENTAL INDENTURE ATTACHED HERETO, AND MAKES NO

REPRESENTATION OR RECOMMENDATION TO THE HOLDERS OF THE NOTES AS

TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE SUPPLEMENTAL

INDENTURE OR THIS NOTICE.

II. NOTICE TO HOLDERS OF GLOBAL COMBINATION NOTES

As indicated in the Original Notice, on the Contemplated Refinancing Date, the

Combination Notes will be redeemed to the extent of the redemption of the Class C-1 Notes

comprising the Class C-1 Note Component. Following the Contemplated Refinancing,

Combination Notes may be exchanged for Subordinated Notes in the amount of the Subordinated

Note Component of such Combination Note. In order to facilitate such exchange, Holders of

Global Combination Notes should contact their DTC participant to provide the relevant deposit

and withdrawal at custodian (“DWAC”) instructions to DTC on or after the Contemplated

Refinancing Date.

Questions with respect to the Contemplated Refinancing or the content of Revised

Proposed Supplemental Indenture should be directed to the Investment Manager at

[email protected]. Any questions with respect to the mechanics of providing consent

should be directed to Citibank, N.A., the Trustee at [email protected].

Please note that the Trustee may require such other information as may be reasonably

required by it. For ownership verification purposes, please have your signature notarized

(together with an apostille thereof for non-U.S. investors) on the Subordinated Noteholder

Consent Form.

This Notice shall be construed in accordance with and governed by the laws of the State

of New York applicable to agreements made and to be performed therein.

CITIBANK, N.A., as Trustee

SCHEDULE 1

Additional Parties

Issuer: Magnetite XVI, Limited

c/o MaplesFS Limited

P.O. Box 1093

Boundary Hall, Cricket Square

Grand Cayman, KY1-1102

Cayman Islands

Attention: The Directors

Facsimile no.: (345) 945 7100

Email: [email protected]

Co-Issuer: Magnetite XVI, LLC

c/o Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

Telephone no. : +1 (302) 338-9130


Investment Manager: BlackRock Financial Management, Inc.

55 East 52nd Street

New York, NY 10055

Attention: Peter S. Hirsh

Email: [email protected] ; [email protected]

Collateral Administrator: Virtus Group, LP

1301 Fannin Street, 17th Floor

Houston, Texas 77002

Attention: Magnetite XVI, Limited

Fax: (866) 816-3203


Rating Agencies: Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York, 10007

Attention: CBO/CLO Monitoring


Fitch Ratings, Inc.


Irish Listing Agent: Maples and Calder (for posting with the

Companies Announcement Office of the Irish Stock Exchange)

75 St. Stephen’s Green

Dublin 2, Ireland


EXHIBIT A

REVISED PROPOSED SUPPLEMENTAL INDENTURE

DRAFT 1/31/18

USActive 39308779.6

FIRST SUPPLEMENTAL INDENTURE

among

MAGNETITE XVI, LIMITED as Issuer

MAGNETITE XVI, LLC as Co-Issuer

and

CITIBANK, N.A. as Trustee

February 2, 2018

USActive 39308779.6

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 2, 2018, among Magnetite XVI, Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), Magnetite XVI, LLC, a limited liability company formed under the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and Citibank, N.A., a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”), hereby amends the Indenture, dated as of December 18, 2015, (as amended from time to time, the “Indenture”), among the Issuer, the Co-Issuer and the Trustee. Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture.

W I T N E S S E T H

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to refinance the Class A Notes, the Class B Notes, the Class C-1 Notes, the Class C-2 Notes, the Class D Notes and the Class E Notes outstanding prior to the effectiveness of this Supplemental Indenture (the “Redeemed Notes”) in accordance with Section 9.2 of the Indenture;

WHEREAS, pursuant to Sections 8.1(a)(vii), 8.1(a)(viii), 8.1(a)(x)(A), 8.1(a)(x)(C), 8.1(a)(xxi), and 9.2(g) of the Indenture and subject to certain conditions set forth in the Indenture, the Trustee and the Co-Issuers may amend the Indenture in order to reflect the terms of a Refinancing with no further consent for such amendment other than from the Investment Manager and the Holders of a Majority of the Subordinated Notes;

WHEREAS, pursuant to Section 8.2(a) of the Indenture and subject to certain conditions set forth in the Indenture, the Trustee and the Co-Issuers may execute one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Holders of each Class under the Indenture with the consent of (i) the Investment Manager and (ii) a Majority of each Class materially and adversely affected thereby (or, in certain circumstances, subject to the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby);

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture necessary to (i) effect a Refinancing of the Redeemed Notes in accordance with Section 9.2 of the Indenture, (ii) provide for the issuance of additional notes in the form of Class F Notes (as defined below) in accordance with Section 2.12 of the Indenture and (iii) make certain amendments in connection with a LIBOR replacement event as set forth in Section 3 below;

WHEREAS, the modifications set forth in Section 1 of this Supplemental Indenture shall hereinafter be referred to as the Refinancing Amendments (the “Refinancing Amendments”);

WHEREAS, the modifications set forth in Section 3 of this Supplemental Indenture shall hereinafter be referred to as the Reference Rate Amendment (the “Reference

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Rate Amendment”);

WHEREAS, the Co-Issuers have determined that the consent of the Investment Manager and a Majority of the Subordinated Notes to the Refinancing Amendments and the consent of each Holder of Subordinated Notes to the Reference Rate Amendment (except as set forth in Section 5(b) below) (the “Requisite Consents”) is required to execute this Supplemental Indenture in accordance with Article VIII of the Indenture;

WHEREAS, the conditions set forth in Article VIII, Section 2.12 and Section 9.2(f) of the Indenture have been satisfied as of the date hereof;

WHEREAS, the Redeemed Notes issued on the original Closing Date are being redeemed and the Offered Notes (as defined below) are being issued simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate or other actions, as applicable, on the part of each of the Co-Issuers, and the Co-Issuers have obtained the Requisite Consents (except as set forth in Section 5(b) below with respect to the Reference Rate Amendment) to the amendments set forth herein;

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

Section 1. Refinancing Amendments. Effective immediately upon the repayment of the Redeemed Notes, the following amendments are made to the Indenture:

(a) The Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Indenture attached as Appendix A hereto.

(b) Each of Exhibits A1 through A5 to the Indenture is amended by:

(i) replacing all references to “Class A Senior Secured Floating Rate Notes,” “Class B Senior Secured Floating Rate Notes,” “Class C-1 Deferrable Mezzanine Floating Rate Notes,” “Class C-2 Deferrable Mezzanine Floating Rate Notes,” “Class D Deferrable Mezzanine Floating Rate Notes” and “Class E Deferrable Mezzanine Floating Rate Notes” set forth therein with “Class A-R Senior Secured Floating Rate Notes,” “Class B-R Senior Secured Floating Rate Notes,” “Class C-1-R Deferrable Mezzanine Floating Rate Notes,” “Class C-2-R Deferrable Mezzanine Floating Rate Notes,” “Class D-R Deferrable Mezzanine Floating Rate Notes” and “Class E-R Deferrable Mezzanine Floating Rate Notes,” respectively;

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(ii) inserting the phrase “as amended, restated, supplemented or otherwise modified from time to time,” at the beginning of the parenthetical setting for the defined term the “Indenture”;

(iii) deleting each instance of “commencing in July 2016” and inserting in its place “commencing in April 2018”;

(iv) replacing the interest rate set forth in each such exhibit with the spread rate specified for the applicable Class of Refinancing Notes in Section 2.3 of the Indenture (as amended by this Supplemental Indenture); and

(v) making such additional changes as are reasonably acceptable to the Trustee and the Investment Manager in order to make such Exhibits consistent with the terms of the Refinancing Notes.

(c) The Indenture is hereby amended to insert a new Exhibit A10 that is reasonably acceptable to the Trustee and the Investment Manager in order to make such Exhibit consistent with the terms of the Class F Notes.

Section 2. Terms of the Offered Notes.

(a) The Issuer and the Co-Issuer, as applicable, will issue (i) refinancing notes (the “Refinancing Notes”) the proceeds of which shall be used to redeem the Redeemed Notes and (ii) additional notes in the form of Class F Deferrable Junior Floating Rate Notes (the “Class F Notes” and, together with the Refinancing Notes, the “Offered Notes”) which, in each case, shall have the designations, original principal amounts and other characteristics as set forth in Section 2.3 of the Indenture (as in effect immediately after this Supplemental Indenture).

(b) The Offered Notes shall be issuable in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof;

(c) The issuance date of the Offered Notes shall be February 2, 2018 (the “Refinancing Date”) and the Redemption Date of the Redeemed Notes shall also be February 2, 2018;

(d) Payments on the Offered Notes issued on the Refinancing Date will be made on each Payment Date, commencing on the Payment Date in April 2018.

(e) By purchasing an Offered Note, each initial holder thereof is deemed to have consented to this Supplemental Indenture and no action on the part of such holders is required to evidence such consent.

Section 3. Reference Rate Amendment to the Indenture.

(a) Section 1.1 of the Indenture is amended by inserting the following new definitions in the appropriate alphabetical location:

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““Designated Reference Rate”: The sum of (a) the Reference Rate Modifier (if any) and (b) either (i) the quarterly pay reference rate recognized or acknowledged as being the industry standard for leveraged loans (which recognition may be in the form of a press release, a member announcement, a member advice, letter, protocol, publication of standard terms or otherwise) by the Loan Syndications and Trading Association® (together with any successor organization, “LSTA”) or (ii) the quarterly pay reference rate that is used in calculating the interest rate of at least 50% of the Collateral Obligations (by par amount), all as shall be determined by the Investment Manager as of the first day of the Interest Accrual Period during which the Reference Rate Amendment is proposed.”

““Reference Rate”: With respect to (a) Floating Rate Notes, (i) LIBOR, (ii) the Designated Reference Rate upon written notice by the Investment Manager to the Trustee and the Collateral Administrator certifying that the conditions specified in Section 8.2(b)(i) or (ii) and the definition of Designated Reference Rate have been satisfied (which notice the Trustee will promptly forward to the Holders and each Rating Agency) or (iii) the alternate reference rate adopted in a Reference Rate Amendment and (b) floating rate Collateral Obligations, the reference rate applicable to Collateral Obligations calculated in accordance with the related Underlying Instruments. For the avoidance of doubt, the Calculation Agent shall be required to calculate the Interest Rates for each Interest Accrual Period on each relevant determination date after the election of a non-LIBOR Reference Rate.”

““Reference Rate Amendment”: A supplemental indenture to elect a non-LIBOR Reference Rate with respect to the Floating Rate Notes (and make related changes advisable or necessary to implement the use of such replacement rate, including any Reference Rate Modifier) pursuant to Section 8.2(b).”

““Reference Rate Modifier”: Any modifier recognized or acknowledged by LSTA that is applied to a reference rate in order to cause such rate to be comparable to 3 month LIBOR, which may consist of an addition to or subtraction from such unadjusted rate.”

(b) Section 8.1(a) of the Indenture is amended by inserting the following as clause (xxiii) therein:

“(xxiii) to provide administrative procedures and any related modifications of this Indenture (but not a modification of the Reference Rate itself) necessary or advisable in respect of the determination of a Designated Reference Rate.”

(c) Section 8.2(a)(i) of the Indenture is amended by inserting “, except with respect to any supplemental indenture described in Section 8.1(a)(xxiii),” therein immediately following “reduce the principal amount thereof or”.

(d) Section 8.2 of the Indenture is further amended to insert the follow as a new clause (b) thereof:

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“(b) Notwithstanding anything to the contrary set forth in Section 8.2(a) above, the Investment Manager may propose a Reference Rate Amendment in the event that (i) LIBOR is no longer reported (or actively updated) on the Reuters Screen or the administrator for LIBOR has publicly announced that the foregoing will occur within the next six months or (ii) the Investment Manager has determined (in its commercially reasonable judgment) that (A) LIBOR is no longer reported or updated on the Reuters screen or a material disruption to LIBOR or a change in the methodology of calculating LIBOR has occurred or (B) at least 50% (by par amount) of (1) quarterly pay floating rate Collateral Obligations or (2) floating rate collateralized loan obligation notes issued in the preceding three months rely on reference rates other than LIBOR, in each case, determined as of the first day of the Interest Accrual Period during which such Reference Rate Amendment is proposed. The Co-Issuers and the Trustee shall execute such proposed Reference Rate Amendment (and make related changes necessary to implement the use of such replacement rate) only if (x) the proposed Reference Rate is a Designated Reference Rate or (y) a Majority of the Controlling Class has consented and the Global Rating Agency Condition has been satisfied; provided, that if the Investment Manager proposes a Reference Rate Amendment to which clause (y) above applies, and either requirement thereof is not satisfied, the Investment Manager shall then propose a Reference Rate that is a Designated Reference Rate, and such Designated Reference Rate shall become the Reference Rate without the execution of a supplemental indenture (other than any supplemental indenture executed in accordance with Section 8.1(a)(xxiii)).”

(e) The definition of “LIBOR” set forth on Exhibit C to the Indenture is amended by:

(i) replacing the penultimate sentence thereof with the following:

“If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures described above, LIBOR will be the greater of (x) the rate determined by the Calculation Agent to be the prime rate in the United States, such rate to change as and when such designated rate changes and (y) 0.00%.”; and

(ii) inserting the following sentence at the end thereof:

“With respect to the Floating Rate Notes, LIBOR shall be the greater of (x) LIBOR as determined pursuant to this definition and (y) 0.00%.”

Section 4. Issuance and Authentication of the Offered Notes; Cancellation of the Redeemed Notes.

(a) The Co-Issuers hereby direct the Trustee (i) to deposit in the Collection Account or Payment Account the proceeds of the Offered Notes received on the Refinancing Date, (ii) to pay the Redemption Price of the Redeemed Notes and (iii) to pay any reasonable expenses, fees, costs, charges and expenses to be paid on the Refinancing Date, in each case, as

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directed by the Investment Manager.

(b) The Offered Notes shall be issued as Rule 144A Global Secured Notes and Regulation S Global Secured Notes and shall be executed by the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following:

(i) Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An Officer’s certificate of each of the Co-Issuers (A) evidencing the authorization by resolution of the execution of this Supplemental Indenture and the execution, authentication and delivery of the Offered Notes (as applicable) and specifying the Stated Maturity, principal amount and Interest Rate of the notes applied for by it and (B) certifying that (1) the attached copy of the resolution is a true and complete copy thereof, (2) such resolutions have not been rescinded and are in full force and effect on and as of the date of issuance and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(ii) Officers’ Certificates of Co-Issuers Regarding Indenture. An Officer’s certificate of each of the Co-Issuers stating that, to the best of the signing Officer’s knowledge, the relevant Co-Issuer is not in default under the Indenture and that the issuance of the Offered Notes will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of such notes have been complied with; and that all expenses due or accrued with respect to the offering of such notes or relating to actions taken on or in connection with the additional issuance have been paid or reserves therefor have been made. The Officer’s certificate of the Issuer shall also (A) state that all of its representations and warranties contained in the Indenture are true and correct as of the Refinancing Date and (B) provide the certifications required pursuant to Section 8.3(j) of the Indenture.

(iii) Officer’s Certificate of the Issuer Regarding Additional Issuance. An Officer’s certificate of the Issuer dated as of the Refinancing Date to the effect that the conditions set forth in Section 2.12(a) of the Indenture have been satisfied in connection with the issuance of the Class F Notes.

(iv) Evidence of Required Consents. Satisfactory evidence of the consent of a Majority of the Subordinated Notes to such issuance and the Supplemental Indenture.

(v) Officer’s Certificate of the Investment Manager. An Officer’s certificate of the Investment Manager dated as of the Refinancing Date (i) consenting to the issuance of the Class F Notes and (ii) stating that the Refinancing to be effected by this Supplemental Indenture meets the requirements for a Refinancing specified in Section 9.2(f) of the Indenture, delivered pursuant to Section 9.2(g) of the Indenture.

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(vi) Rating Letters. An Officer’s certificate of the Issuer to the effect that attached thereto is a true and correct copy of (x) a letter signed by Fitch confirming that the Class A-R Notes have been assigned at least the applicable Initial Rating and (y) a letter signed by Moody’s confirming that the Class A-R Notes, Class B-R Notes, Class C-1-R Notes, Class C-2-R Notes, Class D-R Notes and Class E-R Notes have been assigned at least the applicable Initial Rating.

(vii) Opinions. Opinions of (i) Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Issuers, (ii) Dentons US LLP, counsel to the Trustee, and (iii) Maples and Calder, Cayman Islands counsel to the Issuer, in each case dated the Refinancing Date and in form and substance satisfactory to the Issuer.

(c) On the Redemption Date specified above, the Trustee, as custodian, shall cause the Redeemed Notes to be cancelled in accordance with Section 2.9 of the Indenture and shall instruct DTC to reduce the principal amount of each Global Note representing a Redeemed Note to zero.

Section 5. Effectiveness of the Supplemental Indenture

This Supplemental Indenture shall become effective:

(a) with respect to the Refinancing Amendments, on the Refinancing Date and subject to satisfaction of the conditions set forth in Section 4 hereto and the consent of a Majority of the Subordinated Notes and the Investment Manager; and

(b) with respect to the Reference Rate Amendment, on the Refinancing Date and subject to receipt of the irrevocable consent to such Reference Rate Amendment from 100% of the Holders of Subordinated Notes (it being acknowledged and agreed, that each Holder of an Offered Note, by its acquisition thereof on the Refinancing Date, will be deemed to have irrevocably consented to such Reference Rate Amendment) (the “Reference Rate Amendment Consents”); provided that, if the Reference Rate Amendment Consents are not obtained on or prior to the Refinancing Date, this Supplemental Indenture shall become effective on the Refinancing Date only with respect to the Refinancing Amendments and, for the period from the Refinancing Date to and including the 6-month anniversary of the Refinancing Date (such period, the “Reference Rate Consent Period”), the Co-Issuers, or the Investment Manager on behalf of the Co-Issuers, shall use commercially reasonable efforts to obtain such Reference Rate Amendment Consents and, upon receipt thereof, the Reference Rate Amendment shall become effective for the Interest Accrual Period commencing immediately following such receipt date automatically and without any further action on the day that such Reference Rate Amendment Consents have been received; provided, further, that, if the Reference Rate Amendment Consents are not obtained before the expiration of the Reference Rate Consent Period, the Reference Rate Amendment shall be deemed to have failed and shall not be in effect pursuant to this Supplemental Indenture; it being acknowledged and agreed that the failure of the Reference Rate Amendment shall have no effect whatsoever on the effectiveness of the Refinancing Amendments.

Section 6. Effect of Supplemental Indenture.

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(a) Upon execution of this Supplemental Indenture, the Indenture shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Issuer, the Co-Issuer and the Trustee shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Except as modified and expressly amended by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

(b) Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. Upon issuance and authentication of the Offered Notes and redemption in full of the Redeemed Notes, all references in the Indenture to Notes and Secured Notes shall apply mutatis mutandis to the Offered Notes. All references in the Indenture to the Indenture or to “this Indenture” shall apply mutatis mutandis to the Indenture as modified by this Supplemental Indenture. The Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this Supplemental Indenture.

(c) Notwithstanding anything herein to the contrary, this Supplemental Indenture shall only be construed to effect the Refinancing of the Redeemed Notes and effect the changes set forth in Section 1 above, and shall not be construed to modify the provisions of the Indenture to have any other effect.

(d) The Issuer and the Trustee acknowledge that on the date hereof certain of the Issuer’s secured obligations will be repaid in connection with the issuance of the Offered Notes. The Issuer reaffirms the lien Granted on the Assets to the Trustee under the Indenture for the benefit of the Secured Parties, which lien was intended to secure the obligations of the Issuer as amended from time to time, including any refinancings thereof, and which lien shall continue in full force and effect to secure the obligations incurred by the Issuer under the Offered Notes. The Trustee acknowledges the continuing effect of such Grant for the benefit of the Secured Parties, including the Holders of the Offered Notes.

Section 7. Binding Effect. The provisions of this Supplemental Indenture shall be binding upon and inure to the benefit of the Issuer, the Co-Issuer, the Trustee, the Noteholders and each of their respective successors and assigns.

Section 8. Acceptance by the Trustee. The Trustee accepts the amendments to the Indenture as set forth in this Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions set forth herein and in the Indenture set forth therein. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Co-Issuers 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 Supplemental Indenture and makes no representation with respect thereto. The Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this Supplemental Indenture.

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Section 9. Execution, Delivery and Validity. The Co-Issuers represent and warrant to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Co-Issuers and constitutes their legal, valid and binding obligation, enforceable against the Co-Issuers in accordance with its terms.

Section 10. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS SUPPLEMENTAL INDENTURE AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS SUPPLEMENTAL INDENTURE (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

Section 11. Severability of Provisions. If any term, provision, covenant or condition of this Supplemental Indenture, 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 Supplemental Indenture, 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 Supplemental Indenture so long as this Supplemental Indenture 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 Supplemental Indenture will not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties.

Section 12. Section Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

Section 13. Counterparts. This Supplemental Indenture may be executed and delivered in counterparts (including by facsimile 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 signature page of this Supplemental Indenture by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

Section 14. Limited Recourse; Non-Petition. The parties hereto agree to the provisions set forth in Sections 2.7(i) and 13.1(d) of the Indenture, and such provisions are incorporated in this Supplemental Indenture, mutatis mutandis.

Section 15. Direction. By their signatures hereto, the Issuer and Co-Issuer hereby direct the Trustee to execute this Supplemental Indenture.

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

Executed as a Deed by:

MAGNETITE XVI, LIMITED, as Issuer

By: ____________________________________ Name: Title:

In the presence of:

Witness: ___________________________ Name: Title:

MAGNETITE XVI, LLC, as Co-Issuer

By: ____________________________________ Name: Title:

CITIBANK, N.A. as Trustee

By: ____________________________________ Name: Title:

ACKNOWLEDGED AND CONSENTED TO BY:

BLACKROCK FINANCIAL MANAGEMENT, INC., in its capacity as Investment Manager

By: ________________________________ Name: Title:

Appendix A

Draft Indenture

EXECUTION VERSIONDRAFT 1/31/18 - Conformed to the First Supplemental Indenture

MAGNETITE XVI, LIMITED,Issuer

MAGNETITE XVI, LLC,Co-Issuer

CITIBANK, N.A.,Trustee

INDENTURE

Dated December 18, 2015

USActive 39791184.139791184.7

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1 Definitions 2Section 1.2 Assumptions as to Assets 7071

ARTICLE II

THE NOTES

Section 2.1 Forms Generally 7475Section 2.2 Forms of Notes 7475Section 2.3 Authorized Amount; Stated Maturity; Denominations 76Section 2.4 Execution, Authentication, Delivery and Dating 7879Section 2.5 Registration, Registration of Transfer and Exchange 7880Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Note 9194Section 2.7 Payment of Principal and Interest and Other Amounts; Principal and

Interest Rights Preserved 9295Section 2.8 Persons Deemed Owners 9599Section 2.9 Purchase and Surrender of Notes; Cancellation 9599Section 2.10 DTC Ceases to Be Depository 9699Section 2.11 Notes Beneficially Owned by Persons Not QIB/QPs or IAI/QPs or in

Violation of ERISA Representations 97100Section 2.12 Additional Issuance 100103Section 2.13 Issuer Purchases of Secured Notes 101105Section 2.14 Tax Treatment; Tax Certifications 103106Section 2.15 Additional Terms for Combination Notes 105108

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1 Conditions to Issuance of Notes on Closing Date 107110Section 3.2 Conditions to Additional Issuance 110114Section 3.3 Custodianship; Delivery of Collateral Obligations and Eligible

Investments 112115

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ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture 113116Section 4.2 Application of Trust Money 114118Section 4.3 Repayment of Monies Held by Paying Agent 115118

ARTICLE V

REMEDIES

Section 5.1 Events of Default 115118Section 5.2 Acceleration of Maturity; Rescission and Annulment 117120Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 118121Section 5.4 Remedies 120123Section 5.5 Optional Preservation of Assets 122125Section 5.6 Trustee May Enforce Claims without Possession of Notes 123127Section 5.7 Application of Money Collected 123127Section 5.8 Limitation on Suits 123127Section 5.9 Unconditional Rights of Secured Noteholders to Receive Principal and

Interest 124128Section 5.10 Restoration of Rights and Remedies 124128Section 5.11 Rights and Remedies Cumulative 124128Section 5.12 Delay or Omission Not Waiver 125128Section 5.13 Control by Supermajority of Controlling Class 125128Section 5.14 Waiver of Past Defaults 125129Section 5.15 Undertaking for Costs 126129Section 5.16 Waiver of Stay or Extension Laws 126130Section 5.17 Sale of Assets 126130Section 5.18 Action on the Notes 127131

ARTICLE VI

THE TRUSTEE

Section 6.1 Certain Duties and Responsibilities 128131Section 6.2 Notice of Default 130133Section 6.3 Certain Rights of Trustee 130134Section 6.4 Not Responsible for Recitals or Issuance of Notes 134137Section 6.5 May Hold Notes 134137Section 6.6 Money Held in Trust 134137Section 6.7 Compensation and Reimbursement 134138Section 6.8 Corporate Trustee Required; Eligibility 135139Section 6.9 Resignation and Removal; Appointment of Successor 136139

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Section 6.10 Acceptance of Appointment by Successor 137141Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee138141Section 6.12 Co-Trustees 138141Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds 139142Section 6.14 Authenticating Agents 139143Section 6.15 Withholding 140143Section 6.16 Representative for Secured Noteholders Only; Agent for Each Other

Secured Party and the Holders of the Subordinated Notes 140144Section 6.17 Representations and Warranties of the Bank 141144

ARTICLE VII

COVENANTS

Section 7.1 Payment of Principal and Interest 141145Section 7.2 Maintenance of Office or Agency 142145Section 7.3 Money for Note Payments to Be Held in Trust 143146Section 7.4 Existence of Co-Issuers 144148Section 7.5 Protection of Assets 145149Section 7.6 Opinions as to Assets 147150Section 7.7 Performance of Obligations 147150Section 7.8 Negative Covenants 147151Section 7.9 Statement as to Compliance 150153Section 7.10 Co-Issuers May Consolidate, Etc., Only on Certain Terms 150153Section 7.11 Successor Substituted 152155Section 7.12 No Other Business 152155Section 7.13 Maintenance of Listing 152156Section 7.14 Annual Rating Review 152156Section 7.15 Reporting 153156Section 7.16 Calculation Agent 153156Section 7.17 Certain Tax Matters 154157Section 7.18 Effective Date; Purchase of Additional Collateral Obligations 159163Section 7.19 Representations relating to Security Interests in the Assets 162165Section 7.20 Rule 17g-5 Compliance 164167

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures without Consent of Holders of Notes 167170Section 8.2 Supplemental Indentures with Consent of Holders of Notes 170173Section 8.3 Execution of Supplemental Indentures 171175Section 8.4 Effect of Supplemental Indentures 174177Section 8.5 Reference in Notes to Supplemental Indentures 174178Section 8.6 Regulatory Compliance 174178Section 8.7 Modification of Certain Moody’s Definitions 175178

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Section 8.8 Hedge Agreements 175178Section 8.9 Re-Pricing Amendment 175179

ARTICLE IX

REDEMPTION OF NOTES

Section 9.1 Mandatory Redemption 176179Section 9.2 Optional Redemption 176179Section 9.3 Tax Redemption 179183Section 9.4 Redemption Procedures 179183Section 9.5 Notes Payable on Redemption Date 182185Section 9.6 Special Redemption 182186Section 9.7 Re-Pricing of Notes 183187

ARTICLE X

ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1 Collection of Money 186190Section 10.2 Collection Account 186190Section 10.3 Transaction Accounts 188192Section 10.4 The Revolver Funding Account 190194Section 10.5 Reinvestment of Funds in Accounts; Reports by Trustee 192196Section 10.6 Accountings 193197Section 10.7 Release of Assets 201204Section 10.8 Reports by Independent Accountant 202205Section 10.9 Reports to Rating Agencies and Additional Recipients 203206Section 10.10 Procedures relating to the Establishment of Accounts Controlled by the

Trustee 203207Section 10.11 Section 3(c)(7) Procedures 203207

ARTICLE XI

APPLICATION OF MONIES

Section 11.1 Disbursements of Monies from Payment Account 204208

ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERALOBLIGATIONS

Section 12.1 Sales of Collateral Obligations 212216Section 12.2 Purchase of Additional Collateral Obligations 215219Section 12.3 Conditions Applicable to All Sale and Purchase Transactions 219223

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ARTICLE XIII

NOTEHOLDERS’ RELATIONS

Section 13.1 Subordination 219224Section 13.2 Standard of Conduct 220224Section 13.3 Information regarding Holders 220225

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Form of Documents Delivered to Trustee 221225Section 14.2 Acts of Holders 222226Section 14.3 Notices, Etc., to Trustee, the Co-Issuers, the Investment Manager, the

Initial Purchaser, the Collateral Administrator, the Paying Agent, theAdministrator, Each Rating Agency and the Irish Listing Agent222Cayman Islands Stock Exc

Section 14.4 Notices to Holders; Waiver 225229Section 14.5 Effect of Headings and Table of Contents 226230Section 14.6 Successors and Assigns 226230Section 14.7 Severability 226230Section 14.8 Benefits of Indenture 226230Section 14.9 Legal Holidays 226231Section 14.10 GOVERNING LAW 227231Section 14.11 Submission to Jurisdiction 227231Section 14.12 WAIVER OF JURY TRIAL 227231Section 14.13 Counterparts 227231Section 14.14 Acts of Issuer 227232Section 14.15 Confidential Information 228232Section 14.16 Liability of Co-Issuers 231235

ARTICLE XV

ASSIGNMENT OF CERTAIN AGREEMENTS

Section 15.1 Assignment of Investment Management Agreement 231235

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SCHEDULES AND EXHIBITS

Schedule 1-A – Moody’s Industry Classification Group ListSchedule 1-B – S&P Industry Classification Group ListSchedule 2 – List of Collateral ObligationsSchedule 3 – Diversity Score CalculationSchedule 4 – Moody’s Rating DefinitionsSchedule 5 – Approved Index ListSchedule 6 – S&P Rating Definition and Recovery Rate Tables

Exhibit A – Forms of NotesA1 – Form of Global Class A NoteA2 – Form of Global Class B NoteA3 – Form of Global Class C NoteA4 – Form of Global Class D NoteA5 – Form of Global Class E NoteA6 – Form of Global Combination NoteA7 – Form of Global Subordinated NoteA8 – Form of Certificated Secured NoteA9 – Form of Non-Clearing Agency SecurityA10 – Form of Global Class F Note

Exhibit B – Forms of Transfer and Exchange CertificatesB1 – Form of Transferor Certificate for Transfer to Regulation S Global NoteB2 – Form of Transferor Certificate for Transfer to Rule 144A Global NoteB3 – Form of Purchaser Representation Letter for Combination Notes and

Subordinated NotesB4 – Form of ERISA CertificateB5 – Form of Transferee Certificate of Rule 144A Global NoteB6 – Form of Transferee Certificate of Regulation S Global NoteB7 – Form of Transferee Certificate of Certificated Secured NoteB8 – Form of Combination Notes Transfer Certificate

Exhibit C – Calculation of LIBORExhibit D – Form of Note Owner CertificateExhibit E – Form of Asset Quality Matrix NoticeExhibit F – Form of Notice to Trustee of Issuer Purchase of Secured NotesExhibit G – Form of Confirmation of RegistrationExhibit H – Form of Request for Issuance of Non-Clearing Agency SecurityExhibit I – Form of Contribution Notice

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INDENTURE, dated as of December 18, 2015, among MAGNETITE XVI,LIMITED, an exempted company incorporated with limited liability under the laws of theCayman Islands (the “Issuer”), MAGNETITE XVI, LLC, a limited liability company formedunder the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer, the“Co-Issuers”), and CITIBANK, N.A., as trustee (herein, together with its permitted successorsand assigns in the trusts hereunder, the “Trustee”).

PRELIMINARY STATEMENT

The Co-Issuers are duly authorized to execute and deliver this Indenture toprovide for the Notes issuable as provided in this Indenture. Except as otherwise providedherein, all covenants and agreements made by the Co-Issuers herein are for the benefit andsecurity of the Secured Parties. The Co-Issuers are entering into this Indenture, and the Trusteeis accepting the trusts created hereby, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the Co-Issuers inaccordance with the agreement’s terms have been done.

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the benefit and security of theHolders of the Secured Notes (in the case of the Holders of the Combination Notes, solely to theextent of the Class C-1 Note Component), the Trustee, the Investment Manager and theCollateral 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, all ofthe Issuer’s accounts, chattel paper, cash proceeds, goods, equipment, deposit accounts,documents, software, money, financial assets, general intangibles, instruments, investmentproperty, letter-of-credit rights and supporting obligations, accessions and any other property (ineach case as defined in the UCC) including, but not limited to (a) the Collateral Obligations andall payments thereon or with respect thereto, and the equity interest in any Issuer Subsidiary, (b)each of the Accounts, and any Eligible Investments purchased with funds on deposit in any ofthe Accounts, and all income from the investment of funds therein, (c) the InvestmentManagement Agreement as set forth in Article XV hereof and the Collateral AdministrationAgreement, (d) all Cash or Money owned by the Issuer, (e) all accounts, chattel paper, cashproceeds, goods, equipment, deposit accounts, documents, software, money, financial assets,general intangibles, instruments, investment property, letter-of-credit rights and supportingobligations, accessions and any other property relating to the foregoing, (f) any other propertyotherwise delivered to the Trustee by or on behalf of the Issuer (whether or not constitutingCollateral Obligations or Eligible Investments) and (g) all proceeds with respect to theforegoing; provided that such Grants shall not include (i) the amount (if any) remaining from theproceeds of issuance of the paid-up ordinary share capital of the Issuer, (ii) amounts remaining(if any) from the transaction fee paid to the Issuer in consideration of the issuance of the Notesand (iii) the account(s) maintained in respect of the funds referred to in items (i) and (ii) and anyfunds deposited in or credited to such account (or any interest thereon) (collectively, the

“Excepted Property”) (the assets referred to in (a) through (g), excluding the “ExceptedProperty,” are collectively referred to as the “Assets”).

The above Grant is made in trust to secure the Secured Notes and certain otheramounts payable by the Issuer as described herein. Except as set forth in the Priority ofPayments and Article XIII of this Indenture, the Secured Notes are secured by the Grant equallyand ratably without prejudice, priority or distinction between any Secured Note and any otherSecured Note by reason of difference in time of issuance or otherwise. The Grant is made tosecure, in accordance with the priorities set forth in the Priority of Payments and Article XIII ofthis Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with theirterms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes)payable under this Indenture, (iii) the payment of amounts owing by the Issuer under theInvestment Management Agreement and the Collateral Administration Agreement and (iv)compliance with the provisions of this Indenture, all as provided in this Indenture. Theforegoing Grant shall, for the purpose of determining the property subject to the lien of thisIndenture, be deemed to include any securities and any investments granted to the Trustee by oron behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forthin the definitions of “Collateral Obligation” or “Eligible Investments,” as the case may be.

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

ARTICLE I

DEFINITIONS

Definitions. Except as otherwise specified herein or as the contextSection 1.1may otherwise require, the following terms have the respective meanings set forth below for allpurposes of this Indenture, and the definitions of such terms are equally applicable both to thesingular and plural forms of such terms and to the masculine, feminine and neuter genders ofsuch terms. Except as otherwise specified herein or as the context may otherwise require: (a)references to an agreement or other document are to it as amended, supplemented, restated andotherwise modified from time to time and to any successor document (whether or not already sostated); (b) references to a statute, regulation or other government rule are to it as amended fromtime to time and, as applicable, are to corresponding provisions of successor governmental rules(whether or not already so stated); (c) the word “including” and correlative words shall bedeemed to be followed by the phrase “without limitation” unless actually followed by suchphrase or a phrase of like import; (d) the word “or” is always used inclusively herein (forexample, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unlessused in an “either . . . or” construction; (e) references to a Person are references to such Person’ssuccessors and assigns (whether or not already so stated); (f) all references in this Indenture todesignated “Sections”, “subsections” and other subdivisions are to the designated articles,sections, subsections and other subdivisions of this Indenture; and (g) the words “herein”,“hereof”, “hereunder” and other words of similar import refer to this Indenture as a whole andnot to any particular article, section, subsection or other subdivision.

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“17g-5 Information Website”: A password-protected internet website which shallinitially be located at https://www.sf.citidirect.com, access to which is limited to RatingAgencies and NRSROs who have provided an NRSRO Certification. Any change of the 17g-5Information Website shall only occur after notice has been delivered by the Issuer to the Trustee,the Collateral Administrator, the Investment Manager, the Initial Purchaser and the RatingAgencies.

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

“Accountants’ Effective Date AUP Reports”: Collectively, the Accountants’Effective Date Comparison AUP Report and Accountants’ Effective Date Recalculation AUPReport.

“Accountants’ Effective Date Comparison AUP Report”: A report of agreedupon procedures performed by a firm of Independent certified accountants of internationalrepute, appointed by the Issuer pursuant to Section 10.8(a) and delivered pursuant to Section 7.18(c)(ii)(A).

“Accountants’ Effective Date Recalculation AUP Report”: A report of agreedupon procedures performed by a firm of Independent certified accountants of internationalrepute, appointed by the Issuer pursuant to Section 10.8(a) and delivered pursuant to Section 7.18(c)(ii)(B).

“Accountants’ Report”: An agreed upon procedure report of the firm or firmsappointed by the Issuer pursuant to Section 10.8(a).

“Accounts”: (i) the Payment Account, (ii) the Collection Account, (iii) theRamp-Up Account, (iv) the Revolver Funding Account, (v) the Expense Reserve Account, (vi)the Custodial Account, (vii) the Supplemental Reserve Account and (viii) the Interest ReserveAccount.

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

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

“Adjusted Collateral Principal Amount”: As of any date of determination, (i) theAggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations,Discount Obligations, Purchased Discount Obligations and Deferring Securities), plus (ii)Principal Financed Accrued Interest (excluding any Principal Financed Accrued Interest inrespect of Defaulted Obligations); plus (iii) without duplication, the amounts on deposit in theCollection Account, the Ramp-Up Account and the Supplemental Reserve Account (includingEligible Investments therein) representing Principal Proceeds, plus (iv) the Moody’s CollateralValue of all Defaulted Obligations and Deferring Securities; provided that the AdjustedCollateral Principal Amount will be zero for any Defaulted Obligation which the Issuer hasowned for more than three years after its default date, plus (v) with respect to each DiscountObligation and each Purchased Discount Obligation, the product of (1) the outstanding principal

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amount of such Discount Obligation or Purchased Discount Obligation as of such date,multiplied by (2) the purchase price of such Discount Obligation or Purchased DiscountObligation (expressed as a percentage of par), excluding accrued interest and any syndication orupfront fees paid to the Issuer, but including, at the discretion of the Investment Manager, theamount of any related transaction costs (including assignment fees) paid by the Issuer to theseller of the Collateral Obligation or its agent, minus (vi) the Excess Caa/CCC AdjustmentAmount; provided that, with respect to any Collateral Obligation that satisfies more than one ofthe definitions of Defaulted Obligation, Discount Obligation, Purchased Discount Obligation orDeferring Security, or any asset that falls into the Caa/CCC Excess, such Collateral Obligationshall, for the purposes of this definition, be treated as belonging to the category of CollateralObligations which results in the lowest Adjusted Collateral Principal Amount on any date ofdetermination; provided, further that, for purposes of determining the Moody’s Excess Par, the Adjusted Collateral Principal Amount of all Defaulted Obligations shall be zero.

“Adjusted Weighted Average Moody’s Rating Factor”: As of any MeasurementDate and notwithstanding the final paragraph of the definitions of the terms “Moody’s Rating,”“Moody’s Default Probability Rating” and “Moody’s Derived Rating”, a number equal to theWeighted Average Moody’s Rating Factor determined in the following manner: each applicablerating on credit watch by Moody’s that is (i) on review for upgrade will be treated as havingbeen upgraded by one rating subcategory, (ii) on review for downgrade will be treated as havingbeen downgraded by two rating subcategories and (iii) on negative outlook will be treated ashaving been downgraded by one rating subcategory.

“Administration Agreement”: An agreement between the Administrator and theIssuer (as amended from time to time) relating to the various corporate management functionsthat the Administrator will perform on behalf of the Issuer, including communications withshareholders and the general public, and the provision of certain clerical, administrative andother corporate services in the Cayman Islands during the term of such agreement.

“Administrative Expense Cap”: An amount equal on any Payment Date (whentaken together with any Administrative Expenses paid from the Collection Account pursuant toSection 10.2(d) during the period since the preceding Payment Date or in the case of the firstPayment Date, the period since the Closing Date), to the sum of (i) 0.02% per annum (proratedfor the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-daymonths) of the Fee Basis Amount on the Determination Date relating to the immediatelypreceding Payment Date and (ii) U.S.$200,000 per annum (prorated for the related InterestAccrual Period on the basis of a 360-day year consisting of twelve 30-day months); providedthat (1) in respect of any Payment Date after the third Payment Date following the Closing Date,if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A),Section 11.1(a)(ii)(A) and Section 11.1(a)(iv)(A) (including any excess applied in accordancewith this proviso) on the three immediately preceding Payment Dates and during the relatedCollection Periods is less than the stated Administrative Expense Cap (without regard to anyexcess applied in accordance with this proviso) in the aggregate for such three precedingPayment Dates, then the excess may be applied to the Administrative Expense Cap with respectto the then-current Payment Date; and (2) in respect of the second and third Payment Datesfollowing the Closing Date, such excess amount shall be calculated based on the Payment Datespreceding such Payment Date; provided that to the extent that the cap determined in accordance

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with the foregoing would be insufficient to pay the routine fees and expenses that must be paidto the Rating Agencies in order for the Issuer to comply with its obligations under this Indenturein respect of monitoring by the Rating Agencies and maintenance of the ratings of the SecuredNotes, the Administrative Expense Cap will be increased by an amount that would permit theIssuer to make payments of such routine fees and expenses.

“Administrative Expenses”: The fees, expenses (including indemnities) and otheramounts due or accrued with respect to any Payment Date (including, with respect to anyPayment Date, any such amounts that were due and not paid on any prior Payment Date) andpayable in the following order by the Issuer or the Co-Issuer: first, to the Trustee and the Bank(in each of its capacities) pursuant to Section 6.7 and the other provisions of this Indenture andthe other Transaction Documents, second, to the Collateral Administrator pursuant to theCollateral Administration Agreement and the other Transaction Documents, third, to make anycapital contribution to an Issuer Subsidiary necessary to pay any taxes or governmental feesowing by such Issuer Subsidiary, fourth, on a pro rata basis, the following amounts (excludingindemnities) to the following parties: (i) the Independent accountants, agents (other than theInvestment Manager) and counsel of the Issuer for fees and expenses; (ii) the Rating Agenciesfor fees and expenses (including any annual fee, amendment fees and surveillance fees) inconnection with any rating of the Secured Notes or in connection with the rating of (or provisionof credit estimates in respect of) any Collateral Obligations; (iii) the Investment Manager underthis Indenture and the Investment Management Agreement, excluding the Management Fee; (iv)the Administrator pursuant to the Administration Agreement and the Registered OfficeAgreement; and (v) any other Person in respect of any other fees or expenses permitted underthis Indenture and the documents delivered pursuant to or in connection with this Indenture(including any expenses related to any Issuer Subsidiary, expenses related to complying withFATCA, the payment of facility rating fees, the payment to any website providers and all legaland other fees and expenses incurred in connection with the purchase or sale of any CollateralObligations and any other expenses incurred in connection with the Collateral Obligations) andthe Notes, including but not limited to, amounts owed to the Co-Issuer pursuant to Section 7.1and any amounts due in respect of the listing of the Notes on any stock exchange or tradingsystem and fifth, on a pro rata basis, indemnities payable to any of the foregoing Personsspecified in the fourth clause above, pursuant to any Transaction Document, the Note PurchaseAgreement; provided that (1) amounts due in respect of actions taken on or before the ClosingDate shall not be payable as Administrative Expenses, but shall be payable only from theExpense Reserve Account pursuant to Section 10.3(d), (2) for the avoidance of doubt, amountsthat are expressly payable to any Person under the Priority of Payments in respect of an amountthat is stated to be payable as an amount other than as Administrative Expenses (including,without limitation, interest and principal in respect of the Secured Notes and distributions on theSubordinated Notes) shall not constitute Administrative Expenses and (3) no amount shall bepayable to the Investment Manager as Administrative Expenses in reimbursement of fees orexpenses of any third party unless the Investment Manager shall have first paid the fees orexpenses that are the subject of such reimbursement; provided, further, to the extent the paymentin full of all Administrative Expenses that were due but not paid on any prior Payment Date isnot possible, (A) any Administrative Expenses due to the Trustee, the Bank and the CollateralAdministrator shall be paid (on a pari passu basis) in full in the order in which they wereincurred (on a day-by-day basis), and then (B) any remaining previously unpaid Administrative

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Expenses shall be paid in the priority set forth above, with such Administrative Expenses withinthe fourth or fifth priority clause, as applicable, being paid by Collection Period (on a pro ratabasis among the Administrative Expenses in the relevant priority clause and the relevantCollection Period, in chronological order from the earliest Collection Period to the most recentCollection Period).

“Administrator”: MaplesFS Limited, a Cayman Islands licensed trust companyand any successor thereto.

“Affected Class”: Any Class of Secured Notes that, as a result of the occurrenceof a Tax Event described in the definition of “Tax Redemption”, has not received or will notreceive 100% of the aggregate amount of principal and interest that would otherwise be due andpayable to such Class on any Payment Date.

“Affiliate”: With respect to a Person, (i) any other Person who, directly orindirectly, is in control of, or controlled by, or is under common control with, such Person or (ii)any other Person who is a director, Officer, employee or general partner (1) of such Person, (2)of any subsidiary or parent company of such Person or (3) of any Person described in clause (i)above. For the purposes of this definition, “control” of a Person shall mean the power, direct orindirect, (A) to vote more than 50% of the securities having ordinary voting power for theelection of directors of such Person or (B) to direct or cause the direction of the management andpolicies of such Person whether by contract or otherwise. For purposes of this definition, (I) noentity shall be deemed an Affiliate of the Issuer or the Co-Issuer solely because theAdministrator or any of its Affiliates acts as administrator or share trustee for such entity and (II)no entity to which the Investment Manager provides investment management or advisoryservices shall be deemed an Affiliate of the Investment Manager solely because the InvestmentManager acts in such capacity, unless either of the foregoing clauses (i) or (ii) is satisfied asbetween such entity and the Investment Manager.

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

“Aggregate Coupon”: As of any Measurement Date, the sum of the productsobtained by multiplying, in the case of each Fixed Rate Obligation, (i) the stated coupon on suchCollateral Obligation (excluding any Defaulted Obligation, any Deferrable Security to the extentof any non-cash interest and the unfunded portion of any Delayed Drawdown CollateralObligation or Revolving Collateral Obligation) expressed as a percentage and (ii) the PrincipalBalance (including for this purpose any capitalized interest) of such Collateral Obligation.

“Aggregate Excess Funded Spread”: As of any Measurement Date, the amountobtained by multiplying: (i) the amount equal to LIBOR applicable to the Secured Notes duringthe Interest Accrual Period in which such Measurement Date occurs; by (ii) the amount (not lessthan zero) equal to (1) the Aggregate Principal Balance (including for this purpose anycapitalized interest) of the Collateral Obligations (excluding Defaulted Obligations) as of suchMeasurement Date minus (2) the Reinvestment Target Par Balance.

- 6-

“Aggregate Funded Spread”: As of any Measurement Date, the sum of (i) in thecase of each Floating Rate Obligation that bears interest at a spread over a London interbankoffered rate based index, (1) the current per annum rate at which such Collateral Obligation paysinterest (excluding any Defaulted Obligation, any Deferrable Security to the extent of anynon-cash interest and the unfunded portion of any Delayed Drawdown Collateral Obligation andRevolving Collateral Obligation) in excess of such index (or in the case of a Purchased Discount Obligation, its Discount-Adjusted Spread) multiplied by (2) the Principal Balance (including forthis purpose any capitalized interest but excluding the unfunded portion of any DelayedDrawdown Collateral Obligation or Revolving Collateral Obligation) of such CollateralObligation; and (ii) in the case of each Floating Rate Obligation that bears interest at a spreadover an index other than a London interbank offered rate based index, (1) the excess of the sumof such spread and such index (excluding any Defaulted Obligation, any Deferrable Security tothe extent of any non-cash interest and the unfunded portion of any Delayed DrawdownCollateral Obligation and Revolving Collateral Obligation) over LIBOR as of the immediatelypreceding Interest Determination Date (which spread or excess may be expressed as a negativepercentage) multiplied by (2) the Principal Balance (including for this purpose any capitalizedinterest but excluding the unfunded portion of any Delayed Drawdown Collateral Obligation orRevolving Collateral Obligation) of each such Collateral Obligation; provided that, for purposesof this definition, the interest rate spread with respect to any Floating Rate Obligation that has afloor based on the London interbank offered rate shall be deemed to be the stated interest ratespread plus, if positive, (A) the value of such floor minus (B) LIBOR as of the immediatelypreceding Interest Determination Date.

“Aggregate Outstanding Amount”: With respect to any of the (i) Secured Notesas of any date, the aggregate unpaid principal amount of such Notes Outstanding on such dateand (ii) Subordinated Notes, the initial aggregate principal amount of such OutstandingSubordinated Note.

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

“Aggregate Unfunded Spread”: As of any Measurement Date, the sum of theproducts obtained by multiplying (i) for each Delayed Drawdown Collateral Obligation andRevolving Collateral Obligation (other than Defaulted Obligations), the related commitment feethen in effect as of such date and (ii) the undrawn commitments of each such DelayedDrawdown Collateral Obligation and Revolving Collateral Obligation as of such date.

“Applicable Advance Rate”: For each Collateral Obligation and for the applicable number of Business Days between the certification date for a sale or participation pursuant to Section 9.4(c)(ii) and the expected date of such sale or participation, the percentage specified below:

Same Day 1-2 Days 3-5 Days 6-15 Days

- 7-

Senior Secured Loans with a Market Value of:90% or more 100% 93% 92% 88%below 90% 100% 80% 73% 60%Other Collateral Obligations with a

Moody’s Rating of at least “B3” and a Market Value of 90% or more 100% 89% 85% 75%

All other Collateral Obligations 100% 75% 65% 45%

“Applicable Issuer” or “Applicable Issuers”: With respect to the Secured Notes(other than the Class E Notes and the Class F Notes), the Co-Issuers; with respect to the Class E Notes, the Class F Notes and the Subordinated Notes, the Issuer only; and with respect to anyadditional notes issued in accordance with Section 2.12 and Section 3.2, the Issuer and, if suchsecurities are co-issued, the Co-Issuer.

“Approved Index List”: The nationally recognized indices specified in Schedule 5 hereto as amended from time to time by the Investment Manager (in its sole discretion) withprior notice of any amendment to Moody’s and Fitch in respect of such amendment and a copyof any such amended Approved Index List to the Collateral Administrator.

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

“Asset Quality Matrix”: The following chart (or any other replacement chart (or portion thereof) subject to the satisfaction of the Moody’s Rating Condition) used to determinewhich of the “row/column combinations” (or the linear interpolation between two adjacent rowsand/or two adjacent columns, as applicable) are applicable for purposes of determiningcompliance with the Moody’s Diversity Test, the Maximum Moody’s Rating Factor Test and theMinimum Floating Spread Test, as set forth in Section 7.18(g).

MinimumWeightedAverageSpread

Minimum Diversity ScoreSpreadModi-fi

er

40 45 50 55 60 65 70 75 80 85

2.35%1,61520

221,64520

611,67020

991,69021

161,70521

321,72021

451,73021

581,74021

681,75021

771,76021

860.0130.000%

2.45%1,70020

561,73021

031,75521

481,77521

751,79022

011,80522

141,82022

281,83022

371,84022

461,85022

540.0250.005%

2.55%1,78020

901,81021

441,83521

971,85522

331,87022

691,88522

831,90022

971,91023

061,92023

141,93023

220.0330.010%

2.65%1,86021

241,89021

791,91522

331,93522

721,95023

121,96523

351,98023

571,99023

712,00023

832,01023

920.0330.015%

2.75%1,91021

581,95022

131,98522

682,01023

112,03023

542,04523

862,06024

172,07024

352,08024

522,09024

610.0630.080%

2.85%1,96021

932,00522

492,05023

052,08023

482,10523

902,12024

222,13524

542,15024

762,16024

972,17025

130.0630.090%

2.95% 2,00022 2,05022 2,09523 2,12523 2,15524 2,17524 2,19524 2,21025 2,22525 2,23525 0.0630.

- 8-



er

40 45 50 55 60 65 70 75 80 85

28 85 41 84 26 58 90 16 41 64 100%

3.05%2,03522

632,09023

202,14023

752,17524

182,20524

612,23024

932,25025

262,27025

532,28525

802,30026

040.0670.120%

3.15%2,08022

982,13023

542,18024

092,22024

522,25524

952,28025

282,30525

612,32525

902,34026

192,35526

440.0750.125%

3.25%2,12023

312,17023

882,22024

452,26024

882,30025

312,33025

662,35526

002,37526

302,39026

592,40526

840.0780.130%

3.35%2,16023

632,21524

222,26524

812,30525

242,34525

662,37526

032,40026

392,42526

692,44526

982,46027

230.0830.140%

3.45%2,20023

982,25524

572,30525

152,34525

612,38526

062,41526

432,44526

792,47027

092,49527

382,51027

630.0900.150%

3.55%2,23524

332,29024

912,34525

492,38525

972,42526

452,45526

822,48527

182,51027

482,53527

772,55528

020.0950.160%

3.65%2,27024

662,33025

272,38525

872,42526

352,47026

832,49527

212,52527

572,55027

882,57528

172,59528

420.1030.160%

3.75%2,31024

992,37025

622,42526

252,46526

732,50527

212,53527

592,56527

992,59028

272,61528

572,63528

810.1080.165%

3.85%2,35025

332,40525

972,46026

612,50027

102,54027

592,57527

972,60528

332,63028

642,65528

952,67529

190.1150.165%

3.95%2,39025

672,44526

322,50026

972,54027

472,58027

972,61528

342,64528

702,67029

012,69529

322,71529

560.1230.170%

4.05%2,42526

022,48526

682,54027

332,58027

832,62028

322,65528

702,68529

072,71029

382,73529

682,75529

930.1250.170%

4.15%2,46526

362,52027

032,57527

692,62028

182,66028

672,69529

062,72529

442,75029

742,77530

042,79530

290.1280.175%

4.25%2,50026

702,55527

372,61028

042,65528

532,69529

022,73029

412,76029

792,78530

092,81030

392,83530

640.1280.175%

4.35%2,53527

042,59527

712,65028

382,69528

882,73529

372,77029

762,80030

142,82530

442,85030

732,87530

980.1300.175%

4.45%2,57027

382,63028

052,68528

722,73029

222,77029

712,80530

102,83530

482,86530

782,89031

072,91031

320.1300.180%

4.55%2,61027

712,67028

382,72529

052,77029

552,81030

052,84530

432,87530

812,90531

112,93031

402,95031

660.1300.180%

4.65%2,64528

022,70528

702,76029

372,80529

872,84530

362,88030

752,91031

132,94031

432,96531

732,98531

980.1300.185%

4.75%2,68028

322,74029

012,79529

692,84030

182,88530

672,92031

062,95031

442,98031

753,00532

053,02532

300.1300.190%

4.85%2,71528

632,77529

312,83029

992,87530

492,92030

982,95531

372,98531

753,01532

063,04032

363,06032

610.1530.200%

4.95%2,75028

932,81029

612,87030

292,91530

792,95531

292,99031

673,02032

053,05032

363,07532

663,10032

910.1530.200%

5.05%2,78529

192,84529

892,90530

592,95031

092,99031

583,02531

973,05532

353,08532

653,11032

953,13533

220.1530.210%

5.15%2,82029

442,88030

162,94030

882,98531

383,02531

873,06032

263,09032

643,12032

943,14533

243,17033

520.1670.215%

5.25%2,85029

692,91030

432,97031

163,01531

663,06032

163,09532

543,12532

923,15533

243,18033

553,20033

830.1670.215%

- 9-



er

40 45 50 55 60 65 70 75 80 85

5.35%2,88529

932,94530

693,00531

443,05031

943,09032

443,12532

823,16033

203,18533

533,21033

863,23534

140.1670.220%

5.45%2,91530

212,97530

973,03531

713,08032

223,12032

723,15533

123,19033

513,21533

853,24034

183,26534

450.1670.225%

5.55%2,95030

493,01031

243,06531

983,11032

493,15532

993,19033

413,22033

823,25034

163,27534

493,29534

760.1670.225%

5.65%2,98030

733,04031

503,09532

263,14032

773,18533

273,22033

693,25034

103,28034

453,30534

793,32535

060.1880.230%

5.75%3,01030

963,07031

753,13032

543,17533

043,21533

543,25033

963,28034

383,31034

733,33535

083,35535

360.1880.235%

5.85%3,03531

183,10031

983,16032

793,20533

313,24533

833,28034

263,31034

693,34035

033,36535

373,38535

650.1880.240%

5.95%3,07031

393,13032

213,19033

033,23533

583,27534

123,31034

563,34034

993,37035

333,39535

663,41535

940.2000.245%

6.05%3,10031

633,16032

443,21533

253,26033

843,30534

423,34034

843,37035

263,40035

613,42535

953,44536

230.2000.250%

Maximum Moody’s Rating Factor

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

“Assigned Moody’s Rating”: With respect to a Collateral Obligation, the ratingdetermined for such Collateral Obligation as set forth in Schedule 4 hereto.

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

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

“Authorized Officer”: With respect to the Issuer or the Co-Issuer, any Officer orany other Person who is authorized to act for the Issuer or the Co-Issuer, as applicable, in mattersrelating to, and binding upon, the Issuer or the Co-Issuer. With respect to the InvestmentManager, any Officer, employee, member or agent of the Investment Manager who is authorizedto act for the Investment Manager in matters relating to, and binding upon, the InvestmentManager with respect to the subject matter of the request, certificate or order in question. Withrespect to the Trustee or any other bank or trust company acting as trustee of an express trust oras custodian, a Trust Officer. With respect to the Collateral Administrator, any Officer,employee, partner or agent of the Collateral Administrator who is authorized to act for theCollateral Administrator in matters relating to and binding upon the Collateral Administratorwith respect to the subject matter of the request, certificate or order in question. With respect to

- 10-

any Authenticating Agent, any Officer of such Authenticating Agent who is authorized toauthenticate the Notes. Each party may receive and accept a certification (which shall includecontact information and email addresses) of the authority of any other party as conclusiveevidence of the authority of any person to act, and such certification may be considered as in fullforce and effect until receipt by such other party of written notice to the contrary.

“Balance”: On any date, with respect to Cash or Eligible Investments in anyaccount, the aggregate of the (i) current balance of Cash, demand deposits, time deposits,certificates of deposit and federal funds; (ii) principal amount of interest-bearing corporate andgovernment securities, money market accounts and repurchase obligations; and (iii) purchaseprice (but not greater than the face amount) of non-interest-bearing government and corporatesecurities and commercial paper.

“Bank”: Citibank, N.A., in its individual capacity and not as Trustee, or anysuccessor thereto.

“Bankruptcy Law”: The federal Bankruptcy Code, Title 11 of the United StatesCode, as amended from time to time, Part V of the Companies Law (2013 Revision) of theCayman Islands, as amended from time to time, the Companies Winding-Up Rules (2008), asamended from time to time, the Bankruptcy Law (1997 Revision) of the Cayman Islands, asamended from time to time and the Foreign Bankruptcy Proceedings (International Cooperation)Rules 2008 of the Cayman Islands, as amended from time to time.

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

“Board of Directors”: With respect to the Issuer, the directors of the Issuer dulyappointed by the shareholders of the Issuer or the board of directors of the Issuer pursuant to theMemorandum and Articles of the Issuer in accordance with the law of the Cayman Islands, andwith respect to the Co-Issuer, the manager or managers of the Co-Issuer duly appointed by thesole member of the Co-Issuer.

“Board Resolution”: With respect to the Issuer, a resolution of the Board ofDirectors of the Issuer and, with respect to the Co-Issuer, a unanimous written consent by themanager or managers of the Co-Issuer.

“Bond”: A publicly issued or privately placed debt security (that is not a loan(which loan may be in the form of a Participation Interest)).

“Bridge Loan”: Any loan or other obligation that (i) is incurred in connectionwith a merger, acquisition, consolidation, or sale of all or substantially all of the assets of aPerson or similar transaction and (ii) by its terms, is required to be repaid within one year of theincurrence thereof with proceeds from additional borrowings or other refinancings. It isunderstood that any such loan or debt security that has a nominal maturity date of one year orless from the incurrence thereof may have a term-out or other provision whereby (automatically

- 11-

or at the sole option of the obligor thereof) the maturity of the indebtedness thereunder can beextended to a later date.

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

“Caa Collateral Obligation”: A Collateral Obligation (other than a DefaultedObligation, a Discount Obligation, a Current Pay Obligation or a Deferring Security) with aMoody’s Rating of “Caa1” or lower.

“Caa/CCC Collateral Obligations”: The Caa Collateral Obligations and/or the CCC Collateral Obligations, as the context requires.“Caa/CCC Excess”: The amount equal tothe greater of:(a) the excess, if any, of the Aggregate Principal Balance of all Caa CollateralObligations over an amount equal to 7.5% of the Collateral Principal Amount as of anyMeasurement Date; and

(b) the excess, if any, of the Aggregate Principal Balance of all CCC Collateral Obligations over an amount equal to 7.5% of the Collateral Principal Amount as of any Measurement Date;provided that, in determining which of the Caa/CCCCollateral Obligations shall be included in the Caa/CCC Excess, the Caa/CCC CollateralObligations with the lowest Market Value (assuming that such Market Value is expressedas a percentage of the Principal Balance of such Collateral Obligations as of suchMeasurement Date) shall be deemed to constitute such Caa/CCC Excess.

“Calculation Agent”: The meaning specified in Section 7.16.

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

“CCC Collateral Obligation”: A Collateral Obligation (other than a Defaulted Obligation or a Deferring Security) with an S&P Rating of “CCC+” or lower.

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

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

“Certificated Secured Note”: The meaning specified in Section 2.2(b)(ii).

“Class”: In the case of (a) the Secured Notes (other than the Combination Notes),all of the Secured Notes having the same Interest Rate, Stated Maturity and designation, (b) theCombination Notes, all of the Combination Notes and (c) the Subordinated Notes, all of theSubordinated Notes; provided that additional notes of an existing Class of Notes shall comprisethe same Class of such existing Class notwithstanding the fact that such additional notes may beissued with a spread over LIBOR that is not identical to that of the initial Notes of such Class.

- 12-

“Class A Notes”: Prior to the Refinancing Date, the Class A Senior Secured Floating Rate Notes issued on the Closing Date and, on and after the Refinancing Date, the Class A-R Notes.

“Class A-R Notes”: The Class A-R Senior Secured Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

“Class A/B Coverage Tests”: The Overcollateralization Ratio Test and theInterest Coverage Test, each as applied with respect to the Class A Notes and the Class B Notescollectively.

“Class B Notes”: Prior to the Refinancing Date, the Class B Senior Secured Floating Rate Notes issued on the Closing Date and, on and after the Refinancing Date, the Class B-R Notes.

“Class B-R Notes”: The Class B Senior Secured Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

“Class C Coverage Tests”: The Overcollateralization Ratio Test and the InterestCoverage Test, each as applied with respect to the Class C Notes.

“Class C Notes”: Collectively, the Class C-1 Notes and the Class C-2 Notes.

“Class C-1 Note Component”: The component of the Combination Notes initiallyconsisting of U.S.$11,000,000 in Aggregate Outstanding Amount of Class C-1 Notes.

“Class C-1 Notes”: ThePrior to the Refinancing Date, the Class C-1 DeferrableMezzanine Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.on the Closing Date and, on and after the Refinancing Date, the Class C-1-R Notes. Except where otherwise indicated, references to “Class C-1 Notes” shall bedeemed to include the Combination Notes to the extent of the Class C-1 Note Component. Theinitial principal amount of the Class C-1 Note Component of the Combination Notes is includedin (and is not in addition to) the initial principal amount of the Class C-1 Notes.

“Class C-2 Notes”: The Class C-21-R Notes”: The Class C-1-R Deferrable Mezzanine Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Class C-2 Notes”: Prior to the Refinancing Date, the Class C-2 Deferrable Mezzanine Floating Rate Notes issued on the Closing Date and, on and after the Refinancing Date, the Class C-2-R Notes.

“Class C-2-R Notes”: The Class C-2-R Deferrable Mezzanine Floating RateNotes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Class D Coverage Tests”: The Overcollateralization Ratio Test and the InterestCoverage Test, each as applied with respect to the Class D Notes.

- 13-

“Class D Notes”: Prior to the Refinancing Date, the Class D Deferrable Mezzanine Floating Rate Notes issued on the Closing Date and, on and after the Refinancing Date, the Class D-R Notes.

“Class D-R Notes”: The Class D-R Deferrable Mezzanine Floating Rate Notesissued pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Class E Notes”: ThePrior to the Refinancing Date, the Class E DeferrableMezzanine Floating Rate Notes issued on the Closing Date and, on and after the Refinancing Date, the Class E-R Notes.

“Class E-R Notes”: The Class E-R Deferrable Mezzanine Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Class F Notes”: The Class F Deferrable Junior Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

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

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

“Clearing Corporation Security”: Securities that are in the custody of ormaintained on the books of a Clearing Corporation or a nominee subject to the control of aClearing Corporation and, if they are Certificated Securities in registered form, properlyendorsed to or registered in the name of the Clearing Corporation or such nominee.

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

“Closing Date”: December 18, 2015.

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

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

“Co-Issuers”: The Issuer and the Co-Issuer.

“Collateral Administration Agreement”: An agreement dated as of the ClosingDate between the Issuer and the Collateral Administrator, as amended from time to time.

“Collateral Administrator”: Virtus Group, LP, in its capacity as collateraladministrator under the Collateral Administration Agreement, and any successor thereto.

- 14-

“Collateral Interest Amount”: As of any date of determination, withoutduplication, the aggregate amount of Interest Proceeds that has been received or, as determinedby the Investment Manager, that is expected to be received (other than Interest Proceedsexpected to be received from Defaulted Obligations and Deferring Securities, but includingInterest Proceeds actually received from Defaulted Obligations and Deferring Securities), in eachcase during the Collection Period in which such date of determination occurs (or after suchCollection Period but on or prior to the related Payment Date if such Interest Proceeds would betreated as Interest Proceeds with respect to such Collection Period).

“Collateral Obligation”: A Senior Secured Loan, Second Lien Loan or anUnsecured Loan (including, but not limited to, interests in bank loans acquired by way of apurchase or assignment) or Participation Interest therein pledged by the Issuer to the Trustee thatas of the date of acquisition by the Issuer:

is U.S. Dollar denominated and is neither convertible by the issuer(i)thereof into, nor payable in, any other currency;

is not a Defaulted Obligation or a Credit Risk Obligation;(ii)

is not a lease;(iii)

is not an Interest Only Security, Step-Up Obligation or Step-Down(iv)Obligation;

provides (in the case of a Delayed Drawdown Collateral(v)Obligation or Revolving Collateral Obligation, with respect to amounts drawnthereunder) for a fixed amount of principal payable in Cash on scheduledpayment dates and/or at maturity and does not by its terms provide for earlieramortization or prepayment at a price of less than par;

does not constitute Margin Stock;(vi)

gives rise only to payments that are not subject to withholding tax(vii)(except for withholding imposed on account of FATCA or U.S. withholding taxesimposed on commitment fees, amendment fees, waiver fees, consent fees,extension fees, or similar fees), unless “gross-up” payments are made to the Issuerthat cover the full amount of any such withholding taxes;

has a Moody’s Rating (or, if such Collateral Obligation is a DIP (viii)Collateral Obligation, was assigned a point-in-time rating by Moody’s in the prior 12 months that was withdrawn);

is not a debt obligation whose repayment is subject to substantial(ix)non-credit related risk as determined by the Investment Manager in its reasonablejudgment;

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except for Delayed Drawdown Collateral Obligations and(x)Revolving Collateral Obligations, is not an obligation pursuant to which anyfuture advances or payments to the borrower or the obligor thereof may berequired to be made by the Issuer;

if it is a Participation Interest, the Moody’s Counterparty Criteria(xi)is satisfied with respect to the acquisition thereof;

is not a Related Obligation, Long-Dated Obligation, a Zero(xii)Coupon Bond or a Structured Finance Obligation;

will not require the Issuer, the Co-Issuer or the pool of Assets to be(xiii)registered as an investment company under the Investment Company Act;

is not, by its terms, convertible into or exchangeable for an Equity(xiv)Security at any time over its life;

is not the subject of an Offer;(xv)

does not have a Moody’s Rating (or, if such Collateral Obligation (xvi)is a DIP Collateral Obligation, was assigned a point-in-time rating by Moody’s in the prior 12 months that was withdrawn) that is below “Caa3”;

if a Floating Rate Obligation, accrues interest at a floating rate(xvii)determined by reference to (1) the Dollar prime rate, federal funds rate or LIBORor (2) a similar interbank offered rate or commercial deposit rate or (3) withnotice to Moody’s, any other then-customary index;

is Registered;(xviii)

is not a Synthetic Security;(xix)

does not pay interest less frequently than semi-annually;(xx)

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

is purchased at a price at least equal to 55.0% of its Principal(xxii)Balance;

is issued by an obligor Domiciled in the United States, Canada, a(xxiii)Group I Country, a Group II Country, a Group III Country (other than Spain,Iceland and Liechtenstein) or a Tax Jurisdiction;

is not issued by an obligor Domiciled in Greece, Italy, Ireland,(xxiv)Portugal or Spain;

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is not issued by a sovereign, or by a corporate issuer located in a(xxv)country, which sovereign or country on the date on which the obligation isacquired by the Issuer imposed foreign exchange controls that effectively limitthe availability or use of U.S. Dollars to make when due the scheduled paymentsof principal thereof and interest thereon;

is not issued pursuant to underlying instruments governing the(xxvi)issuance of indebtedness having an aggregate issuance amount (whether drawn orundrawn) of less than U.S.$150,000,000; provided that an additional issuance ofindebtedness regardless of size, need not meet the requirements of this clause (xxvi) if such additional issuance, when combined with the aggregateindebtedness of the issuer, exceeds $150,000,000;

is not a Bond, note or other security (other than a loan);(xxvii)

does not have an “sf” subscript assigned by Moody’s;(xxviii)

shall not, by its acquisition (including the manner of acquisition),(xxix)ownership, enforcement or disposition of such obligation or security cause theIssuer to be treated as engaged in a U.S. trade or business for U.S. federal incometax purposes;

is not subject to a securities lending agreement; and(xxx)

if a Deferrable Security, is not a Deferring Security.(xxxi)

“Collateral Principal Amount”: As of any date of determination, the sum of (i)the Aggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations)and (ii) without duplication, the amounts on deposit in the Collection Account (includingEligible Investments therein) representing Principal Proceeds, the Supplemental ReserveAccount (including Eligible Investments therein) representing Principal Proceeds and theRamp-Up Account (including Eligible Investments therein).

“Collateral Quality Test”: Calculated in each case as required by Section 1.2herein:

the Minimum Floating Spread Test;(i)

the Minimum Weighted Average Coupon Test;(ii)

the Maximum Moody’s Rating Factor Test;(iii)

the Moody’s Diversity Test;(iv)

the Minimum Weighted Average Moody’s Recovery Rate Test;(v)and

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the Weighted Average Life Test.(vi)

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

“Collection Period”: (i) With respect to the first Payment Date, the periodcommencing on the Closing Date and ending at the close of business on the eighth Business Dayprior to the first Payment Date; and (ii) with respect to any other Payment Date, the periodcommencing on the day immediately following the prior Collection Period and ending (a) in thecase of the final Collection Period preceding the latest Stated Maturity of any Class of Notes, onthe day preceding such Stated Maturity, (b) in the case of the final Collection Period precedingan Optional Redemption (except in the case of a Partial Redemption by Refinancing) or a TaxRedemption in whole of the Notes, on the day preceding the Redemption Date and (c) in anyother case, at the close of business on the eighth Business Day prior to such Payment Date.

“Combination Note Components”: The Class C-1 Note Component and theSubordinated Note Component.

“Combination Note Rated Balance”: As of any date of determination, with respectto the Combination Notes, the greater of (a) zero and (b) $16,000,000 less the sum of (i) anypayments of principal or interest made to the Holders of the Combination Notes in respect of theClass C-1 Note Component and (ii) any distributions of Interest Proceeds or Principal Proceedsmade to the Holders of the Combination Notes in respect of the Subordinated Note Component;provided that (i) the Combination Note Rated Balance will be zero beginning on the PaymentDate on which distributions on the Combination Securities equal or exceed $16,000,000 andthereafter, and (ii) if the Combination Notes are exchanged for the Notes of the CombinationNote Components, the Combination Note Rated Balance will be reduced (x) in the case of anexchange in full, to zero or (y) in the case of a partial exchange, by the Aggregate OutstandingAmount of the Combination Note Components that was exchanged.

“Combination Notes Transfer Certificate”: A duly executed transfer certificatesubstantially in the form of Exhibit B8 attached hereto.

“Combination Notes”: The Combination Notes due 2028 of the Co-Issuers,consisting of the Class C-1 Note Component and the Subordinated Note Component.

“Concentration Limitations”: Calculated in each case as required by Section 1.2herein:

not less than 90.0% of the Collateral Principal Amount may consist(i)of Senior Secured Loans (excluding First Lien Last Out Loans);

not more than 10.0% of the Collateral Principal Amount may(ii)consist, in the aggregate, of Second Lien Loans and Unsecured Loans;

not more than 2.0% of the Collateral Principal Amount may(iii)consist of obligations issued by a single obligor and its Affiliates, except that,

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without duplication, obligations issued by up to five obligors and their respectiveAffiliates may each constitute up to 2.5% of the Collateral Principal Amount;provided that, for purposes of this clause (iii), one obligor shall not be consideredan Affiliate of another obligor solely because both obligors are controlled by thesame financial sponsor;

not more than 7.5% of the Collateral Principal Amount may(iv)consist of Caa Collateral Obligations;

not more than 7.5% of the Collateral Principal Amount may(v)consist of Collateral Obligations that pay interest less frequently than quarterly;

not more than 7.5% of the Collateral Principal Amount may(vi)consist of Fixed Rate Obligations;

not more than 5.0% of the Collateral Principal Amount may(vii)consist of Current Pay Obligations;

not more than 7.5% of the Collateral Principal Amount may(viii)consist of DIP Collateral Obligations;

not more than 10.0% of the Collateral Principal Amount may(ix)consist, in the aggregate, of unfunded commitments under Delayed DrawdownCollateral Obligations and unfunded and funded commitments under RevolvingCollateral Obligations;

not more than 15.0% of the Collateral Principal Amount may(x)consist of Participation Interests;

(a) all of the Collateral Obligations must be issued either by (x) an(xi)obligor Domiciled in the United States or a Tax Jurisdiction or (y) Non-EmergingMarket Obligors; and (b) no more than the percentage listed below of theCollateral Principal Amount may be issued by obligors Domiciled in the countryor countries set forth opposite such percentage:

% Limit Country or Countries20.0% All countries (in the aggregate) other than the United States;12.5% Canada and Tax Jurisdictions;10.0% all countries (in the aggregate) other than the United States and

Canada;15.0% all Group Countries in the aggregate;15.0% all Group I Countries in the aggregate;5.0% any individual Group I Country;

10.0% all Group II Countries in the aggregate;5.0% any individual Group II Country;7.5% all Group III Countries in the aggregate;5.0% any individual Group III Country; and

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% Limit Country or Countries7.5% all Tax Jurisdictions in the aggregate;

not more than 10.0% of the Collateral Principal Amount may(xii)consist of Collateral Obligations that are issued by obligors that belong to anysingle S&P Industry Classification, except that (x) the second and, third and fourth largest S&P Industry Classifications may each represent up to 12.0% of theCollateral Principal Amount; and (y) the largest S&P Industry Classification mayrepresent up to 15.0% of the Collateral Principal Amount;

not more than 5.0% of the Collateral Principal Amount may(xiii)consist of Bridge Loans;

not more than 60.065.0% of the Collateral Principal Amount may(xiv)consist of Cov-Lite Loans;

not more than 5.0% of the Collateral Principal Amount may(xv)consist of Deferrable Securities;

not more than 10.0% of the Collateral Principal Amount may(xvi)consist of Collateral Obligations with a Moody’s Rating derived from an S&PRating as provided in clauses (a)(i) or (a)(ii) of the definition of the term“Moody’s Derived Rating;” and

not more than 5.0% of the Collateral Principal Amount may(xvii)consist of Collateral Obligations issued pursuant to underlying instrumentsgoverning the issuance of indebtedness having an aggregate issuance amount(whether drawn or undrawn) of less than U.S.$200,000,000; provided that anyCollateral Obligation shall cease to be included in such 5.0% limitation when anadditional issuance of indebtedness with respect to such issuer, combined with theexisting aggregate indebtedness of such issuer, causes the total combinedindebtedness of the issuer to exceed U.S.$200,000,000.

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

“Confirmation of Registration”: The meaning specified in Section 2.2(b)(ii).

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

“Contributor”: Each Holder of a Subordinated Note that elects to make aContribution and whose Contribution is accepted, in each case, in accordance with Section 11.1(e).

“Controlling Class”: The Class A Notes so long as any Class A Notes areOutstanding; then the Class B Notes so long as any Class B Notes are Outstanding; then theClass C Notes so long as any Class C Notes are Outstanding; then the Class D Notes so long asany Class D Notes are Outstanding; then the Class E Notes so long as any Class E Notes are

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Outstanding; then the Class F Notes so long as any Class F Notes are Outstanding; and then theSubordinated Notes.

“Controlling Person”: A Person (other than a Benefit Plan Investor) who hasdiscretionary authority or control with respect to the assets of the Issuer or any Person whoprovides investment advice for a fee (direct or indirect) with respect to such assets or an affiliateof any such Person. For this purpose, an “affiliate” of a person includes any person, directly orindirectly, through one or more intermediaries, controlling, controlled by, or under commoncontrol with the person.

“Control”: with respect to a person other than an individual, means the power toexercise a controlling influence over the management or policies of such person.

“Corporate Trust Office”: The corporate trust office of the Trustee, currentlylocated at (i) for Note transfer purposes and presentment of the Notes for final payment thereon,Citibank, N.A., 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310 –Citibank Agency & TrustSecurities Window, Magnetite XVI and (ii) for all other purposes,Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention:Citibank Agency & Trust – Magnetite XVI, telecopy no.: (212) 816-5530,email: [email protected] or call (888) 855-9695 to obtain Citibank, N.A. account manager’s email address, or such other address as the Trustee may designate from time to time by notice tothe Holders, the Investment Manager and the Issuer or the principal corporate trust office of anysuccessor Trustee.

“Coverage Tests”: The Overcollateralization Ratio Test and the InterestCoverage Test, each as applied to each specified Class of Secured Notes, except that (x) withrespect to the Class E Notes, only the Overcollateralization Ratio Test will be applicable and (y) with respect to the Class F Notes, no Coverage Tests will be applicable.

“Cov-Lite Loan”: A Senior Secured Loan that: (i) does not contain any financialcovenants; or (ii) requires the underlying obligor to comply with an Incurrence Covenant, butdoes not require the underlying obligor to comply with a Maintenance Covenant; provided that,for all purposes, a loan described in clause (i) or (ii) above which either contains a cross-defaultor cross-acceleration provision to, or is pari passu with, another loan of the underlying obligorthat requires the underlying obligor to comply with a Maintenance Covenant shall be deemed notto be a Cov-Lite Loan. For the avoidance of doubt, a loan that is capable of being described inclause (i) or (ii) above only (a) until the expiration of a certain period of time after the initialissuance thereof or (b) for so long as there is no funded balance in respect thereof, in each caseas set forth in the related Underlying Instruments, shall be deemed not to be a Cov-Lite Loan.

“Credit Improved Criteria”: With respect to any Collateral Obligation, theoccurrence of any of the following: (a) such Collateral Obligation has been upgraded or placedon watch list for possible upgrade by any Rating Agency since the date on which such CollateralObligation was acquired by the Issuer; (b) the price of such Collateral Obligation has changedsince the date of its acquisition by the Issuer to the proposed sale date by a percentage either atleast 0.25% more positive or at least 0.25% less negative than the percentage change in theaverage price of the Approved Index List over the same period, as determined by the Investment

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Manager; (c) the Sale Proceeds (excluding Sale Proceeds that constitute Interest Proceeds) ofsuch Collateral Obligation would be at least 101% of its purchase price; (d) the spread over theapplicable reference rate for such Collateral Obligation has been decreased by 0.25% or moresince the date of purchase due to an improvement in the related borrower’s financial ratios orfinancial results in accordance with the underlying Collateral Obligation; or (e) with respect tofixed rate Collateral Obligations, there has been a decrease since the date of purchase of morethan 7.5% in the difference between the yield on such Collateral Obligation and the yield on therelevant United States Treasury security.

“Credit Improved Obligation”: Any Collateral Obligation which, in theInvestment Manager’s reasonable commercial judgment (which may, but need not, be based onone or more of the Credit Improved Criteria), has significantly improved in credit quality after itwas acquired by the Issuer; provided, however, that during a Restricted Trading Period, aCollateral Obligation will qualify as a Credit Improved Obligation only if (a) one or more of theCredit Improved Criteria are satisfied with respect to such Collateral Obligation or (b) a Majorityof the Controlling Class consents to the treatment of such Collateral Obligation as a CreditImproved Obligation.

“Credit Risk Criteria”: With respect to any Collateral Obligation, the occurrenceof any of the following: (a) such Collateral Obligation has been downgraded or placed on watchlist for possible downgrade by any Rating Agency since the date on which such CollateralObligation was acquired by the Issuer; (b) the price of such Collateral Obligation has changedsince the date of its acquisition by the Issuer to the proposed sale date by a percentage either atleast 0.25% more negative or at least 0.25% less positive than the percentage change in theaverage price of the Approved Index List over the same period, as determined by the InvestmentManager; (c) the Sale Proceeds (excluding Sale Proceeds that constitute Interest Proceeds) ofsuch Collateral Obligation would be not greater than 99% of its purchase price; (d) the spreadover the applicable reference rate for such Collateral Obligation has been increased by 0.25% ormore since the date of purchase due to a deterioration in the related borrower’s financial ratios orfinancial results in accordance with the underlying Collateral Obligation; or (e) with respect tofixed rate Collateral Obligations, there has been an increase since the date of purchase of morethan 7.5% in the difference between the yield on such Collateral Obligation and the yield on therelevant United States Treasury security.

“Credit Risk Obligation”: Any Collateral Obligation that, in the InvestmentManager’s judgment exercised in accordance with the Investment Management Agreement, hasa significant risk of declining in credit quality or price; provided, however, that during aRestricted Trading Period, a Collateral Obligation will qualify as a Credit Risk Obligation only if(a) one or more of the Credit Risk Criteria are satisfied with respect to such Collateral Obligationor (b) a Majority of the Controlling Class consents to the treatment of such Collateral Obligationas a Credit Risk Obligation.

“Current Pay Obligation”: Any Collateral Obligation (other than a DIP CollateralObligation) that would otherwise be treated as a Defaulted Obligation but as to which nopayments are due and payable that are unpaid (disregarding any forbearance or grace period withrespect to any payment that is unpaid but would be due and payable but for such forbearance orgrace period) and with respect to which the Investment Manager has certified to the Trustee

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(with a copy to the Collateral Administrator) in writing that it believes, in its reasonable businessjudgment, that the issuer or obligor of such Collateral Obligation (i) will continue to makescheduled payments of interest (and/or fees, as applicable, in the case of a Delayed DrawdownCollateral Obligation or Revolving Collateral Obligation) thereon and will pay the principalthereof by maturity or as otherwise contractually due, (ii) if the issuer or obligor is subject to abankruptcy proceeding, it has been the subject of an order of a bankruptcy court that permits it tomake the scheduled payments on such Collateral Obligation and all interest (and/or fees, asapplicable, in the case of a Delayed Drawdown Collateral Obligation or Revolving CollateralObligation) and principal payments due thereunder have been paid in cash when due, (iii) theCollateral Obligation has a Market Value of at least 80% of its par value and (iv) if any SecuredNotes are then Outstanding and rated by Moody’s (1) has a Moody’s Rating of at least “Caa1”and a Market Value of at least 80% of its par value or (2) has a Moody’s Rating of at least“Caa2” and a Market Value of at least 85% of its par value.

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

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

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

“Defaulted Obligation”: Any Collateral Obligation included in the Assets as towhich:

a default as to the payment of principal and/or interest has(i)occurred and is continuing with respect to such Collateral Obligation (withoutregard to any grace period applicable thereto, or waiver or forbearance thereof,after the passage (in the case of a default that in the Investment Manager’sjudgment, as certified to the Trustee in writing, is not due to credit-related causes)of five Business Days or seven calendar days, whichever is greater, but in no casebeyond the passage of any grace period applicable thereto);

a default known to a responsible officer of the Investment Manager(ii)as to the payment of principal and/or interest has occurred and is continuing onanother debt obligation of the same issuer which is senior or pari passu in right ofpayment to such Collateral Obligation (without regard to any grace periodapplicable thereto, or waiver or forbearance thereof, after the passage (in the caseof a default that in the Investment Manager’s judgment, as certified to the Trusteein writing, is not due to credit-related causes) of five Business Days or sevencalendar days, whichever is greater, but in no case beyond the passage of anygrace period applicable thereto); provided that both the Collateral Obligation andsuch other debt obligation are full recourse obligations of the applicable issuer orsecured by the same collateral;

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the issuer or others have instituted proceedings to have the issuer(iii)adjudicated as bankrupt or insolvent or placed into receivership and suchproceedings have not been stayed or dismissed or such issuer has filed forprotection under Chapter 11 of the United States Bankruptcy Code;

such Collateral Obligation has a Fitch Rating of “D” or the Obligor(iv)on such Collateral Obligation has a “probability of default” rating assigned byMoody’s of “D” or “LD”, or had such rating before such rating was withdrawn;

such Collateral Obligation is pari passu or subordinate in right of(v)payment as to the payment of principal and/or interest to another debt obligationof the same issuer or obligor which has a Fitch Rating of “D” or the Obligor onsuch Collateral Obligation has a “probability of default” rating assigned byMoody’s of “D” or “LD”, or had such rating immediately before such rating waswithdrawn; provided that both the Collateral Obligation and such other debtobligation are full recourse obligations of the applicable issuer or obligor orsecured by the same collateral;

a default with respect to which the Investment Manager has(vi)received notice or has knowledge that a default has occurred under the underlyinginstruments and any applicable grace period has expired and the holders of suchCollateral Obligation have accelerated the repayment of the Collateral Obligation(but only until such acceleration has been rescinded) in the manner provided inthe Underlying Instrument;

the Investment Manager has in its reasonable commercial(vii)judgment otherwise declared such debt obligation to be a “Defaulted Obligation”;

such Collateral Obligation is a Participation Interest with respect to(viii)which the Selling Institution has defaulted in any respect in the performance ofany of its payment obligations under the Participation Interest (except to theextent such default was cured within the applicable grace period under theUnderlying Instruments); or

such Collateral Obligation is a Participation Interest in a loan that(ix)would, if such loan were a Collateral Obligation, constitute a “DefaultedObligation” or with respect to which the Selling Institution has a Moody’s ratingof “D” or “LD” or lower or had such rating before such rating was withdrawn;

provided that (1) a Collateral Obligation shall not constitute a Defaulted Obligation pursuant toclauses (ii) through (v) and (ix) above if such Collateral Obligation (or, in the case of aParticipation Interest, the underlying Senior Secured Loan, Second Lien Loan or UnsecuredLoan) is a Current Pay Obligation (provided that the Aggregate Principal Balance of Current PayObligations exceeding 7.5% of the Collateral Principal Amount will be treated as DefaultedObligations) and (2) a Collateral Obligation shall not constitute a Defaulted Obligation pursuantto any of clauses (ii) through (v) and (ix) above if such Collateral Obligation (or, in the case of a

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Participation Interest, the underlying Senior Secured Loan, Second Lien Loan or UnsecuredLoan) is a DIP Collateral Obligation.

Each obligation received in connection with a Distressed Exchange that (A)would be a Collateral Obligation but for the fact that it is a Defaulted Obligation or (B) wouldsatisfy the proviso in the definition of “Distressed Exchange” but for the fact that it exceeds thepercentage limit therein, shall in each case be deemed to be a Defaulted Obligation, and eachother obligation received in connection with a Distressed Exchange shall be deemed to be anEquity Security.

“Deferrable Security”: A Collateral Obligation which by its terms permits thedeferral or capitalization of payment of accrued, unpaid interest.

“Deferred Interest Notes”: Collectively, the Class C-1 Notes, the Class C-2Notes, the Class D Notes, the Class E Notes and the Class EF Notes.

“Deferred Senior Management Fee”: Any portion of the Senior Management Feewhich is not paid when due on any Payment Date due to the operation of the Priority ofPayments or which the Investment Manager has elected to defer in accordance with and pursuantto the Investment Management Agreement.

“Deferred Subordinated Management Fee”: Any portion of the SubordinatedManagement Fee which is not paid when due on any Payment Date due to the operation of thePriority of Payments or which the Investment Manager has elected to defer in accordance withand pursuant to the Investment Management Agreement.

“Deferring Security”: A Deferrable Security that is deferring the payment ofinterest due thereon (other than supplemental interest in the case of a Deferrable Security thatcontinues to pay interest in cash on a current basis in accordance with the terms of suchDeferrable Security as such terms existed prior to the applicable deferral or capitalization ofinterest) and has been so deferring the payment of interest due thereon (i) with respect toCollateral Obligations that have a Moody’s Rating of at least “Ba3”, for the shorter of twoconsecutive accrual periods or one year and (ii) with respect to Collateral Obligations that have aMoody’s Rating of “B1” or below, for the shorter of one accrual period or six consecutivemonths, which deferred capitalized interest has not, as of the date of determination, been paid inCash.

“Delayed Drawdown Collateral Obligation”: A Collateral Obligation (other thana Revolving Collateral Obligation) that (i) requires the Issuer to make one or more futureadvances to the borrower under the Underlying Instruments relating thereto, (ii) specifies amaximum amount that can be borrowed on one or more fixed borrowing dates, and (iii) does notpermit the re-borrowing of any amount previously repaid by the borrower thereunder; but anysuch Collateral Obligation will be a Delayed Drawdown Collateral Obligation only until allcommitments by the Issuer to make advances to the borrower expire or are terminated or arereduced to zero.

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

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

causing the delivery of such Certificated Security or(1)Instrument to the Custodian and (A) in the case of a Certificated Security,registering the same in the name of the Custodian or its affiliated nomineeor (B) endorsing the same to the Custodian or in blank;

causing the Custodian to indicate continuously on its books(2)and records that such Certificated Security or Instrument is credited to theapplicable Account; and

causing the Custodian to maintain continuous possession of(3)such Certificated Security or Instrument;

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

causing such Uncertificated Security to be continuously(1)registered on the books of the issuer thereof to the Custodian; and

causing the Custodian to indicate continuously on its books(2)and records that such Uncertificated Security is credited to the applicableAccount;

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

causing the relevant Clearing Corporation to credit such(1)Clearing Corporation Security to the securities account of the Custodian,and

causing the Custodian to indicate continuously on its books(2)and records that such Clearing Corporation Security is credited to theapplicable Account;

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

causing the creation of a Security Entitlement to such(1)Government Security by the credit of such Government Security to thesecurities account of the Custodian at such FRB; and

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causing the Custodian to indicate continuously on its books(2)and records that such Government Security is credited to the applicableAccount;

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

causing a Securities Intermediary (A) to indicate on its(1)books and records that the underlying Financial Asset has been credited tothe Custodian’s securities account, (B) to receive a Financial Asset from aSecurities Intermediary or acquire the underlying Financial Asset from aSecurities Intermediary, and in either case, accepting it for credit to theCustodian’s securities account or (C) to become obligated under otherlaw, regulation or rule to credit the underlying Financial Asset to aSecurities Intermediary’s securities account;

causing such Securities Intermediary to make entries on its(2)books and records continuously identifying such Security Entitlement asbelonging to the Custodian and continuously indicating on its books andrecords that such Security Entitlement is credited to the Custodian’ssecurities account; and

causing the Custodian to indicate continuously on its books(3)and records that such Security Entitlement (or all rights and property ofthe Custodian representing such Security Entitlement) is credited to theapplicable Account;

in the case of Cash or Money,(vi)

causing the delivery of such Cash or Money to the(1)Custodian;

causing the Custodian to treat such Cash or Money as a(2)Financial Asset maintained by such Custodian for credit to the applicableAccount in accordance with the provisions of Article 8 of the UCC; and

causing the Custodian to indicate continuously on its books(3)and records that such Cash or Money is credited to the applicableAccount; and

in the case of each general intangible (including any Participation(vii)Interest in which neither the Participation Interest nor the underlying loan isrepresented by an Instrument),

causing the filing of a Financing Statement in the office of(1)the Recorder of Deeds of the District of Columbia, Washington, DC; and

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causing the registration of the security interest granted(2)pursuant to this Indenture in the register of mortgages and chargers of theIssuer at the Issuer’s registered office in the Cayman Islands.

In addition, the Investment Manager on behalf of the Issuer will obtain any andall consents required by the Underlying Instruments relating to any general intangibles for thetransfer of ownership and/or pledge hereunder (except to the extent that the requirement for suchconsent is rendered ineffective under Section 9-406 or 9-408 of the UCC).

“Designated Excess Par”: The meaning specified in Section 9.2(j).

“Determination Date”: The last day of each Collection Period.

“DIP Collateral Obligation”: A loan that is explicitly rated by Moody’s(including any estimated rating by Moody’s) made to a debtor-in-possession pursuant to Section364 of the U.S. Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d)of the U.S. Bankruptcy Code and fully secured by senior liens.

“Discount-Adjusted Spread”: With respect to any Purchased Discount Obligation, the amount (expressed as a percentage) equal to (i) its stated interest rate spread divided by (ii) its purchase price (expressed as a percentage).

“Discount Obligation”: Any Collateral Obligation that is not a SwappedNon-Discount Obligation and the Investment Manager determines is either:

with respect to a Senior Secured Loan:(a)

(a) a Collateral Obligationloan that has a ratingMoody’s Rating of(i)“B3” or above by Moody’s and that is acquired by the Issuer at a price thatis lower than the lesser of (x) 80% of its Principal Balance or (y) the price of theLeveraged Loan Index as of the relevant determination date; or

(b) a Collateral Obligationloan that has a ratingMoody’s Rating(ii)below “B3” by Moody’s and that is acquired by the Issuer at a price that islower than the lesser of (x) 85% of its Principal Balance or (y) the price of theLeveraged Loan Index as of the relevant determination date; or

with respect to a Collateral Obligation that is not a Senior Secured Loan:(b)

a loan that has a Moody’s Rating of “B3” or above and that is (i)acquired by the Issuer at a price that is lower than 75% of par; or

a loan that has a Moody’s Rating below “B3” and that is acquired (ii)by the Issuer at a price that is lower than 80% of par;

provided that such Collateral Obligation will cease to be a Discount Obligation atsuch time for any period of 30 consecutive days since the acquisition by the Issuer of such

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Collateral Obligation, (x) for a Senior Secured Loan that is not a Fixed Rate Obligation, theMarket Value of such Collateral Obligation equals or exceeds 90% of its Principal Balance or (y)for a Collateral Obligation that is not a Senior Secured Loan or a Fixed Rate Obligation, theMarket Value of such Collateral Obligation equals or exceeds 85% of its Principal Balance. Forthe avoidance of doubt, for purposes of determining whether a Collateral Obligation is aDiscount Obligation, the price of a Collateral Obligation or Collateral Obligations purchased atseparate times may not be averaged.

“Distressed Exchange”: In connection with any Collateral Obligation, adistressed exchange or other debt restructuring has occurred, as reasonably determined by theInvestment Manager, pursuant to which the issuer or obligor of such Collateral Obligation hasissued to the holders of such Collateral Obligation a new security or obligation or package ofsecurities or obligations that, in the sole judgment of the Investment Manager, amounts to adiminished financial obligation or has the purpose of helping the issuer of such CollateralObligation avoid default; provided that no Distressed Exchange shall be deemed to haveoccurred if the securities or obligations received by the Issuer in connection with such exchangeor restructuring satisfy the definition of “Collateral Obligation” (provided that the AggregatePrincipal Balance of all securities and obligations to which this proviso applies or has applied,measured cumulatively from the ClosingRefinancing Date onward, may not exceed 25% of theTarget Initial Par Amount).

“Distribution Compliance Period”: The 40-day period prescribed by Regulation Scommencing on the later of (i) the date upon which Notes are first offered to Persons other thanthe Initial Purchaser and any other distributor (as such term is defined in Regulation S) of theNotes and (i) the Closing Date (or, with respect to the Refinancing Notes and the Class F Notes, the Refinancing Date).

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

“Diversity Score”: A single number that indicates collateral concentration interms of both issuer and industry concentration, calculated as set forth in Schedule 3 hereto.

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

“Domicile” or “Domiciled”: With respect to any issuer of, or obligor with respectto, a Collateral Obligation:

except as provided in clauses (ii) or (iii) below, its country of(i)organization; or

if it is organized in a Tax Jurisdiction, each of such jurisdiction(ii)and the country in which, in the Investment Manager’s good faith estimate, asubstantial portion of its operations are located or from which a substantialportion of its revenue is derived, in each case directly or through subsidiaries(which shall be any jurisdiction and country known at the time of designation by

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the Investment Manager to be the source of the majority of revenues, if any, ofsuch issuer or obligor);

if, in the commercially reasonable business judgment of the(iii)Investment Manager, its payment obligations are guaranteed by a person or entityorganized within the United states, then the United States; provided that suchguarantee satisfies the Domicile Guarantee Criteria; or

if it is organized in Ireland, the country in which, in the Investment(iv)Manager’s good faith estimate, a substantial portion of its operations are locatedor from which a substantial portion of its revenue is derived, in each case directlyor through subsidiaries (which shall be any jurisdiction and country known at thetime of designation by the Investment Manager to be the source of the majority ofrevenues, if any, of such issuer or obligor); provided that, with respect to anyissuer of, or obligor with respect to, a Collateral Obligation that would beDomiciled in Ireland but for the operation of this clause (iv), such issuer orobligor shall be deemed to be Domiciled in a Tax Jurisdiction (in addition to thecountry determined pursuant to this clause (iv)) for purposes of calculatingcompliance with clause (xi)(b) of the Concentration Limitations.

“Domicile Guarantee Criteria”: The following criteria: (i) the guarantee is one ofpayment and not of collection; (ii) the guarantee provides that the guarantor agrees to pay theguaranteed obligations on the date due and waives demand, notice and marshalling of assets; (iii)the guarantee provides that the guarantor’s right to terminate or amend the guarantee isappropriately restricted; (iv) the guarantee is unconditional, irrespective of value, genuineness,validity, or enforceability of the guaranteed obligations; (v) the guarantee provides that theguarantor waives any other circumstance or condition that would normally release a guarantorfrom its obligations; (vi) the guarantor also waives the right of set-off and counterclaim; and (vii)the guarantee provides that it reinstates if any guaranteed payment made by the primary obligoris recaptured as a result of the primary obligor's bankruptcy or insolvency.

“DTC”: The Depository Trust Company, its nominee and their respectivesuccessors.

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

“Effective Date”: The earlier to occur of (i) June 7, 2016 and (ii) the first date onwhich the Investment Manager certifies to the Trustee and the Collateral Administrator that theTarget Initial Par Condition has been satisfied.

“Effective Date Interest Deposit Condition”: The meaning specified in Section 10.2(e).

“Effective Date Moody’s Condition”: A condition satisfied if (i) the Trustee isprovided with Accountants’ Effective Date AUP Reports recalculating the level of compliancewith the Effective Date Specified Tested Items and (ii) Moody’s is provided with (1) a report

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identifying the Collateral Obligations and (2) an Effective Date Moody’s Report confirmingsatisfaction of the Effective Date Specified Tested Items. For the avoidance of doubt, theEffective Date Moody’s Report shall not include or refer to the Accountants’ Effective DateAUP Reports.

“Effective Date Moody’s Report”: A report prepared by the CollateralAdministrator on behalf of the Issuer and determined as of the Effective Date, containing (i) theinformation required in a Monthly Report and (ii) a calculation with respect to whether theTarget Initial Par Condition is satisfied.

“Effective Date Ratings Confirmation Failure”: The meaning specified in Section 7.18(d).

“Effective Date Specified Tested Items”: The Collateral Quality Test, theOvercollateralization Ratio Tests, the Concentration Limitations and the Target Initial ParCondition.

“Eligible Custodian”: A custodian that satisfies, mutatis mutandis, the eligibilityrequirements set out in Section 6.8.

“Eligible Institution”: An institution that maintains an office within the UnitedStates and that has a combined capital and surplus of at least U.S.$200,000,000, has a long-termdebt rating at least equal to “A3” by Moody’s and satisfies the Fitch Eligible CounterpartyRating.

“Eligible Investment Required Ratings”: (i) If such obligation or security (1) hasboth a long-term and a short-term credit rating from Moody’s, such ratings are “Aa3” or higher(not on credit watch for possible downgrade) and “P-1” (not on credit watch for possibledowngrade), respectively, (2) has only a long-term credit rating from Moody’s, such rating is“Aaa” (not on credit watch for possible downgrade) and (3) has only a short-term credit ratingfrom Moody’s, such rating is “P-1” (not on credit watch for possible downgrade); provided that,with respect to this clause (i), no obligation or security shall have a Moody’s rating with an “sf”subscript and (ii) from Fitch, (1) for securities with remaining maturities up to 30 days, ashort-term credit rating of at least “F1” and a long-term credit rating of at least “A” or (2) forsecurities with remaining maturities of more than 30 days but not in excess of 60 days, ashort-term credit rating of “F1+” and a long-term credit rating of at least “AA-”.

“Eligible Investments”: Any Dollar investment that, at the time it is Delivered(directly or through an intermediary or bailee), (i) matures not later than the earlier of (1) thedate that is 60 days after the date of Delivery thereof and (2) the Business Day immediatelypreceding the Payment Date immediately following the date of Delivery thereof, and (ii) is oneor more of the following obligations or securities:

direct Registered obligations of, and Registered obligations(1)the timely payment of principal and interest on which is fully andexpressly guaranteed by, the United States of America or any agency orinstrumentality of the United States of America whose obligations are

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expressly backed by the full faith and credit of the United States ofAmerica and that has a Moody’s rating of “A3” or above, other thanGeneral Services Administration participation certificates, U.S. MaritimeAdministration guaranteed Title XI financings, Financing Corp. debtobligations, Farmers Home Administration Certificates of BeneficialOwnership and Washington Metropolitan Area Transit Authorityguaranteed transit bonds;

demand and time deposits in, certificates of deposit of, trust(2)accounts with, bank deposit products, bankers’ acceptances issued by, orfederal funds sold by any depository institution or trust companyincorporated under the laws of the United States of America (including theBank, Affiliates of the Bank and Affiliates of the Investment Manager) orany state thereof and subject to supervision and examination by federaland/or state banking authorities, in each case payable within 183 daysafter issuance, so long as the commercial paper and/or the debt obligationsof such depository institution or trust company (or, in the case of theprincipal depository institution in a holding company system, thecommercial paper or debt obligations of such holding company) at thetime of such investment or contractual commitment providing for suchinvestment have the Eligible Investment Required Ratings;

commercial paper or other short-term obligations (other(3)than Asset-backed Commercial Paper) the issuer of which satisfies theEligible Investment Required Ratings and that either bear interest or aresold at a discount from the face amount thereof and have a maturity of notmore than 183 days from their date of issuance; or

money market funds or other regulated investment(4)companies (which may include money market funds or regulatedinvestment companies managed by the Investment Manager or anyaffiliate thereof) domiciled outside of the United States that have, at alltimes, (A) a credit rating of “Aaa mf” by Moody’s and (B) either thehighest credit rating assigned by Fitch (“AAAmmf”) to the extent rated byFitch or otherwise the highest credit rating assigned by another NRSRO(excluding Moody’s);

provided that (I) Eligible Investments purchased with funds in the Collection Account shall beheld until maturity except as otherwise specifically provided herein and shall include only suchobligations or securities, other than those referred to in clause (4) above, as mature (or areputable at par to the issuer thereof) no later than the Business Day prior to the next Payment Dateunless such Eligible Investments are issued by the Bank in its capacity as a banking institution,in which event such Eligible Investments may mature on such Payment Date; and (II) none ofthe foregoing obligations or securities shall constitute Eligible Investments if (a) all, orsubstantially all, of the remaining amounts payable thereunder consist of interest and notprincipal payments, (b) payments with respect to such obligations or securities or proceeds ofdisposition are subject to withholding taxes (except for withholding imposed on account of

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FATCA) unless the issuer of the obligation or security is required to make “gross-up” paymentsthat ensure that the net amount actually received by the Issuer (after payment of all such taxes)equals the full amount that the Issuer would have received had no such taxes been imposed, (c)such obligation or security is secured by real property, (d) such obligation or security ispurchased at a price greater than 100% of the principal or face amount thereof, (e) suchobligation or security is the subject of a tender offer, voluntary redemption, exchange offer,conversion or other similar action, (f) in the Investment Manager’s judgment, such obligation orsecurity is subject to material non-credit related risks or (g) such obligation is a StructuredFinance Obligation. Eligible Investments may include, without limitation, those investments forwhich the Bank or an Affiliate of the Bank or the Investment Manager or an Affiliate of theInvestment Manager provides services and receives compensation.

Notwithstanding the foregoing clauses (ii)(1) through (4) or any other criteria setforth in this definition of Eligible Investments, unless the Issuer and the Investment Managerhave received the written advice of counsel of national reputation experienced in such matters tothe contrary (together with an officer’s certificate of the Issuer or the Investment Manager to theTrustee (on which the Trustee may rely) that the advice specified in this definition has beenreceived by the Issuer and the Investment Manager), Eligible Investments may only includeobligations or securities that constitute cash equivalents for purposes of the rights and assets inparagraph (c)(8)(i)(B) of the exclusions from the definition of “covered fund” for purposes of theVolcker Rule. The Trustee shall have no duty or obligation to determine whether an investmentis an Eligible Investment.

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

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

“Equity Security”: Any security or debt obligation which at the time ofacquisition, conversion or exchange does not satisfy the requirements of a Collateral Obligationand is not an Eligible Investment; it being understood that, except as set forth in the definition of“Permitted Use”, Equity Securities may not be purchased by the Issuer but may be received bythe Issuer in exchange for a Collateral Obligation or a portion thereof in connection with aninsolvency, bankruptcy, winding-up, reorganization, debt restructuring or workout of the issueror obligor thereof.

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

“ERISA Restricted Notes”: The Class E Notes, the Class F Notes, theCombination Notes and the Subordinated Notes.

“Euroclear”: Euroclear Bank S.A./N.V.

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

“Excepted Property”: The meaning assigned in the Granting Clauses hereof.

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“Excess Caa/CCC Adjustment Amount”: As of any date of determination, anamount equal to the excess, if any, of (i) the Aggregate Principal Balance of all CollateralObligations included in the Caa/CCC Excess, over (ii) the sum of the Market Values of allCollateral Obligations included in the Caa/CCC Excess.

“Excess Weighted Average Coupon”: A percentage equal as of any MeasurementDate to a number obtained by multiplying (i) the excess, if any, of the Weighted AverageCoupon over the Minimum Weighted Average Coupon by (ii) the number obtained, includingfor this purpose any capitalized interest, by dividing the Aggregate Principal Balance of all FixedRate Obligations by the Aggregate Principal Balance of all Floating Rate Obligations.

“Excess Weighted Average Floating Spread”: A percentage equal as of anyMeasurement Date to a number obtained by multiplying (a) the excess, if any, of the WeightedAverage Floating Spread over the Minimum Floating Spread by (b) the number obtained,including for this purpose any capitalized interest, by dividing the Aggregate Principal Balanceof all Floating Rate Obligations by the Aggregate Principal Balance of all Fixed RateObligations.

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

“Exercise Notice”: The meaning specified in Section 9.7(c).

“Expense Reserve Account”: The trust account established pursuant to Section 10.3(d).

“FATCA”: Sections 1471 through 1474 of the Code, any current or futureregulations or official interpretations thereof, any agreement entered into pursuant to Section1471(b) of the Code, any intergovernmental agreement entered into in connection with theimplementation of such Sections of the Code, or any U.S. or non-U.S. fiscal or regulatorylegislation, rules, guidance notes or practices adopted pursuant to any such intergovernmentalagreement.

“Fee Basis Amount”: As of any date of determination, the sum of (i) theCollateral Principal Amount, (ii) the Aggregate Principal Balance of all Defaulted Obligationsand (iii) the aggregate amount of all Principal Financed Accrued Interest.

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

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

“First Lien Last Out Loan”: Any assignment of or Participation Interest in a Loanthat: (a) may by its terms be or become subordinate in right of payment solely to otherobligations of the obligor of the Loan arising under the same Underlying Instrument and (b) issecured by a valid perfected first priority security interest or lien in, to or on specified collateralsecuring the obligor’s obligations under the Loan.

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“Fitch”: Fitch Ratings, Inc. and any successor in interest; provided that if Fitchis no longer rating the Class A Notes at the request of the Issuer or otherwise, references to it(and references to defined terms which include the word “Fitch”) hereunder and under and for allpurposes of this Indenture and the other Transaction Documents shall be inapplicable and shallhave no force or effect.

“Fitch Eligible Counterparty Rating”: With respect to an institution, investmentor counterparty, a short-term credit rating of at least “F1” and a long-term credit rating of at least“A” by Fitch.

“Fitch Rating”: As of any date of determination, the Fitch Rating of anyCollateral Obligation will be determined as follows:

if Fitch has issued an issuer default rating with respect to the issuer(i)of such Collateral Obligation, or the guarantor which unconditionally andirrevocably guarantees such Collateral Obligation, then the Fitch Rating will besuch issuer default rating (regardless of whether there is a published rating byFitch on the Collateral Obligations of such issuer held by the Issuer);

if Fitch has not issued an issuer default rating with respect to the(ii)issuer or guarantor of such Collateral Obligation but Fitch has issued anoutstanding long term financial strength rating with respect to such issuer, theFitch Rating of such Collateral Obligation will be one subcategory below suchrating;

subject to the proviso below, if a Fitch Rating cannot be(iii)determined pursuant to clause (i) or (ii), but

Fitch has issued a senior unsecured rating on any obligation(1)or security of the issuer of such Collateral Obligation, then the FitchRating of such Collateral Obligation will equal such rating; or

Fitch has not issued a senior unsecured rating on any(2)obligation or security of the issuer of such Collateral Obligation but Fitchhas issued a senior rating, senior secured rating or a subordinated securedrating on any obligation or security of the issuer of such CollateralObligation, then the Fitch Rating of such Collateral Obligation will (A)equal such rating if such rating is “BBB-” or higher and (B) be onesubcategory below such rating if such rating is “BB+” or lower, or

Fitch has not issued a senior unsecured rating or a senior(3)rating, senior secured rating or a subordinated secured rating on anyobligation or security of the issuer of such Collateral Obligation but Fitchhas issued a subordinated, junior subordinated or senior subordinatedrating on any obligation or security of the issuer of such CollateralObligation, then the Fitch Rating of such Collateral Obligation will be (A)

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one subcategory above such rating if such rating is “B+” or higher and (B)two subcategories above such rating if such rating is “B” or lower;

subject to the proviso below, if a Fitch Rating cannot be(iv)determined pursuant to clause (i), (ii) or (iii) and

Moody’s has issued a publicly available corporate family(1)rating for the issuer of such Collateral Obligation, then, subject to theproviso below, the Fitch Rating of such Collateral Obligation will be theFitch equivalent of such Moody’s rating;

Moody’s has not issued a publicly available corporate(2)family rating for the issuer of such Collateral Obligation but has issued apublicly available long term issuer rating for such issuer, then, subject tothe proviso below, the Fitch Rating of such Collateral Obligation will bethe Fitch equivalent of such Moody’s rating;

Moody’s has not issued a publicly available corporate(3)family rating for the issuer of such Collateral Obligation but Moody’s hasissued a publicly available outstanding insurance financial strength ratingfor such issuer, then, subject to the proviso below, the Fitch Rating of suchCollateral Obligation will be one subcategory below the Fitch equivalentof such Moody’s rating;

Moody’s has not issued a publicly available corporate(4)family rating for the issuer of such Collateral Obligation but has issuedpublicly available outstanding corporate issue ratings for such issuer, then,subject to the proviso below, the Fitch Rating of such CollateralObligation will be (A) if such corporate issue rating relates to seniorunsecured obligations of such issuer, the Fitch equivalent of the Moody’srating for such issue, if there is no such corporate issue ratings relating tosenior unsecured obligations of the issuer then (B) if such corporate issuerating relates to senior, senior secured or subordinated secured obligationsof such issuer, (I) one subcategory below the Fitch equivalent of suchMoody’s rating if such obligations are rated “Ba1” or above or “Ca” byMoody’s or (II) two subcategories below the Fitch equivalent of suchMoody’s rating if such obligations are rated “Ba2” or below but above“Ca” by Moody’s, or if there is no such corporate issue ratings relating tosenior unsecured, senior, senior secured or subordinated securedobligations of the issuer then (C) if such corporate issue rating relates tosubordinated, junior subordinated or senior subordinated obligations ofsuch issuer, (I) one subcategory above the Fitch equivalent of suchMoody’s rating if such obligations are rated “B1” or above by Moody’s or(II) two subcategories above the Fitch equivalent of such Moody’s ratingif such obligations are rated “B2” or below by Moody’s;

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S&P has issued a publicly available issuer credit rating for(5)the issuer of such Collateral Obligation, then, subject to the proviso below,the Fitch Rating of such Collateral Obligation will be the Fitch equivalentof such S&P rating;

S&P has not issued a publicly available issuer credit rating(6)for the issuer of such Collateral Obligation but S&P has issued a publiclyavailable outstanding insurance financial strength rating for such issuer,then, subject to the proviso below, the Fitch Rating of such CollateralObligation will be one subcategory below the Fitch equivalent of suchS&P rating; and

S&P has not issued a publicly available issuer credit rating(7)for the issuer of such Collateral Obligation but has issued publiclyavailable outstanding corporate issue ratings for such issuer, then, subjectto the proviso below, the Fitch Rating of such Collateral Obligation willbe (A) if such corporate issue rating relates to senior unsecuredobligations of such issuer, the Fitch equivalent of the S&P rating for suchissue, if there is no such corporate issue ratings relating to seniorunsecured obligations of the issuer then (B) if such corporate issue ratingrelates to senior, senior secured or subordinated secured obligations ofsuch issuer, (I) the Fitch equivalent of such S&P rating if such obligationsare rated “BBB-” or above by S&P or (II) one subcategory below theFitch equivalent of such S&P rating if such obligations are rated “BB+” orbelow by S&P, or if there is no such corporate issue ratings relating tosenior unsecured, senior, senior secured or subordinated securedobligations of the issuer then (C) if such corporate issue rating relates tosubordinated, junior subordinated or senior subordinated obligations ofsuch issuer, (I) one subcategory above the Fitch equivalent of such S&Prating if such obligations are rated “B+” or above by S&P or (II) twosubcategories above the Fitch equivalent of such S&P rating if suchobligations are rated “B” or below by S&P;

provided that if both Moody’s and S&P provide a public rating of the issuer of such CollateralObligation or a corporate issue of such issuer, then the Fitch Rating will be the lowest of theFitch Ratings determined pursuant to any of the subclauses of this clause (iv); or

if a rating cannot be determined pursuant to clauses (i) through (iv)(v)then, (1) at the discretion of the Investment Manager, the Investment Manager onbehalf of the Issuer may apply to Fitch for a Fitch credit opinion, and the issuerdefault rating provided in connection with such rating shall then be the FitchRating, or (2) the Issuer may assign a Fitch Rating of “CCC” or lower to suchCollateral Obligation which is not in default;

provided that on the Closing Date, if any rating described above is on rating watch negative ornegative credit watch, the rating will be adjusted down by one subcategory; provided, further,

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that the Fitch Rating may be updated by Fitch from time to time as indicated in the “Global Rating Criteria for CLOs and Corporate CDOs Rating Criteria” report issued by Fitch andavailable at www.fitchratings.com; provided, further, that if the Fitch Rating determinedpursuant to any of clauses (i) through (v) above would cause the Collateral Obligation to be aDefaulted Obligation pursuant to clause (iv) of the definition of “Defaulted Obligation” due tothe Fitch, S&P or Moody’s rating such Fitch Rating is based on being adjusted down one ormore sub-categories, the Fitch Rating of such Collateral Obligation will be the Fitch, S&P orMoody’s rating such Fitch Rating was based on without making such adjustment. For theavoidance of doubt, the Fitch Rating takes into account adjustments for assets that are on ratingwatch negative or negative credit watch, as well as outlook negative prior to determining theissue rating and/or in the determination of the lower of the Moody’s and S&P public ratings.

FITCH EQUIVALENT RATINGS

Fitch Rating Moody’s rating S&P ratingAAA Aaa AAAAA+ Aa1 AA+AA Aa2 AAAA- Aa3 AA-A+ A1 A+A A2 AA- A3 A-

BBB+ Baa1 BBB+BBB Baa2 BBBBBB- Baa3 BBB-BB+ Ba1 BB+BB Ba2 BBBB- Ba3 BB-B+ B1 B+B B2 BB- B3 B-

CCC+ Caa1 CCC+CCC Caa2 CCCCCC- Caa3 CCC-CC Ca CCC C C

“Fixed Rate Notes”: Any Class of Notes that bears a fixed rate of interest.

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

“Floating Rate Notes”: Any Class of Notes that bears a floating rate of interest.

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

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“Form Approved Participation”: The contractual obligation of a SellingInstitution in respect of a Participation Interest which documentation conforms to a form that hassatisfied the Moody’s Rating Condition as a Form Approved Participation for specific use in thistransaction.

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

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

“Global Rating Agency Condition”: A condition satisfied, with respect to anyaction taken or to be taken by or on behalf of the Issuer, if both (i) the Moody’s Rating Conditionhas been satisfied (or deemed inapplicable as described in the definition of “Moody’s RatingCondition”) and (ii) Fitch shall have received prior written notice of such action within five (5)Business Days of taking such action; provided that Fitch may waive such notice requirement andto the extent Fitch waives its notice requirement, the Global Rating Agency Condition will bedeemed satisfied with respect to Fitch.

“Global Subordinated Note”: Any Subordinated Note in the form of a RegulationS Global Note or a Rule 144A Global Note.

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

“Group I Country”: The Netherlands, Australia, New Zealand and the UnitedKingdom.

“Group II Country”: Germany, Sweden and Switzerland.

“Group III Country”: Austria, Belgium, Denmark, Finland, France, Iceland,Liechtenstein, Luxembourg, Norway and Spain.

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

“Holder Notice”: The meaning specified in Section 14.4(c).

“IAI/QP”: Any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes is both an Institutional Accredited Investor (and is not also a

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Qualified Institutional Buyer) and a Qualified Purchaser (or an entity owned exclusively by Qualified Purchasers).

“Incentive Management Fee”: The fee payable to the Investment Manager inarrears on each Payment Date pursuant to Section 8(a) of the Investment ManagementAgreement and Section 11.1 of this Indenture, in the amounts set forth in clause (TV) of Section 11.1(a)(i), clause (G) of Section 11.1(a)(ii) and clause (ST) of Section 11.1(a)(iv), in each caseafter making the prior distributions on the relevant Payment Date in accordance with Section 11.1 of this Indenture; provided that amounts distributable with respect to the IncentiveManagement Fee shall be so distributed only if the Incentive Management Fee Threshold hasbeen satisfied.

“Incentive Management Fee Threshold”: The threshold that will be satisfied onany Payment Date if the Subordinated Notes have received a Subordinated Notes Internal Rateof Return of at least 12.0% (or such greater percentage threshold as the Investment Manager mayspecify in its sole discretion on or prior to the first Payment Date following the Effective Date bywritten notice to the Issuer, the Collateral Administrator and the Trustee), after giving effect toall payments and distributions made or to be made on such Payment Date.

“Incurrence Covenant”: A covenant by any borrower to comply with one or morefinancial covenants only upon the occurrence of certain actions of the borrower, including a debtissuance, dividend payment, share purchase, merger, acquisition or divestiture, unless, as of anydate of determination, such action was taken or such event has occurred, in each case the effectof which causes such covenant to meet the definition of “Maintenance Covenant.”

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

“Independent”: As to any Person, any other Person (including, in the case of anaccountant or lawyer, a firm of accountants or lawyers, and any member thereof, or aninvestment bank and any member thereof) who (i) does not have and is not committed to acquireany material direct or any material indirect financial interest in such Person or in any Affiliate ofsuch 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 auditsthe books of such Person if in addition to satisfying the criteria set forth above the accountant isindependent with respect to such Person within the meaning of Rule 101 of the Code ofProfessional Conduct of the American Institute of Certified Public Accountants.

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

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

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“Information Agent”: The Trustee.

“Initial Purchaser”: Credit Suisse Securities (USA) LLC, in its capacity as initialpurchaser under the Note Purchase Agreement and the Refinancing Purchase Agreement.

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

“Institutional Accredited Investor”: An institutional “accredited investor” asdefined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

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

“Interest Accrual Period”: (i) With respect to the initial Payment Date (or, in thecase of a Class that is subject to Refinancing, the first Payment Date following the Refinancing),the period from and including the Closing Date (or, in the case of a Refinancing, the date ofissuance of the replacement securities, notes or debt obligations) to but excluding such PaymentDate; and (ii) with respect to each succeeding Payment Date, the period from and including theimmediately preceding Payment Date to but excluding the following Payment Date (or, in thecase of a Class that is being redeemed pursuant to a Partial Redemption by Refinancing, to butexcluding the related Redemption Date) until the principal of the Secured Notes is paid or madeavailable for payment; provided that any interest-bearing notes issued after the Closing Date inaccordance with the terms of this Indenture shall accrue interest during the Interest AccrualPeriod in which such additional notes are issued from and including the applicable date ofissuance of such additional notes to but excluding the last day of such Interest Accrual Period atthe applicable Interest Rate.

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

“Interest Coverage Effective Date”: The Determination Date immediatelypreceding the second Payment Date.

“Interest Coverage Ratio”: For any designated Class or Classes of Secured Notes,as of any date of determination, the percentage derived from the following equation: (A – B) /C, where:

A = The Collateral Interest Amount as of such date of determination;

B = Amounts payable (or expected as of the date of determination to be payable) onthe following Payment Date as set forth in clauses (A) and (B) in Section 11.1(a)(i); and

C = Interest due and payable on the Secured Notes of such Class or Classes and eachClass of Secured Notes that rank senior to or pari passu with such Class orClasses (excluding Secured Note Deferred Interest but including any interest onSecured Note Deferred Interest with respect to any Deferred Interest Notes) onsuch Payment Date.

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For purposes of calculating the Interest Coverage Ratio, the Class A Notes andthe Class B Notes shall be treated as one Class.

“Interest Coverage Test”: A test that is satisfied with respect to any Class orClasses of Secured Notes (other than the Class E Notes and the Class F Notes) as of any date ofdetermination on, or subsequent to, the Interest Coverage Effective Date, if (i) the InterestCoverage Ratio for such Class or Classes on such date is at least equal to the Required InterestCoverage Ratio for such Class or Classes or (ii) such Class or Classes of Secured Notes is nolonger Outstanding.

“Interest Determination Date”: (x) The second London Banking Day precedingthe first day of each Interest Accrual Period and (y) in the case of the second portion of the firstInterest Accrual Period, the second London Banking Day preceding the LIBOR Reset Date.

“Interest Diversion Test”: A test that applies on or after the Effective Date andduring the Reinvestment Period, which test will be satisfied as of any Measurement Date if theOvercollateralization Ratio with respect to the Class E Notes as of such Measurement Date is atleast equal to 104.7104.2%.

“Interest Only Security”: Any obligation or security that does not provide in therelated Underlying Instruments for the payment or repayment of a stated principal amount in oneor more installments on or prior to its stated maturity.

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

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

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

(as determined by the Investment Manager with notice to the(iii)Trustee and the Collateral Administrator) all amendment and waiver fees, latepayment fees and other fees received by the Issuer during the related CollectionPeriod, except for those in connection with (a) the lengthening of the maturity ofthe related Collateral Obligation or (b) the reduction of the par of the relatedCollateral Obligation;

commitment fees and other similar fees received by the Issuer(iv)during such Collection Period in respect of Revolving Collateral Obligations andDelayed Drawdown Collateral Obligations; and

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any amounts deposited in the Collection Account from the(v)Expense Reserve Account, the Interest Reserve Account, the SupplementalReserve Account, the Principal Collection Subaccount and the Ramp-Up Accountthat are designated as Interest Proceeds in the sole discretion of the InvestmentManager pursuant to this Indenture in respect of the related Determination Date;

provided that (1) any amounts received in respect of any Defaulted Obligation shall constitutePrincipal Proceeds (and not Interest Proceeds) until the aggregate of all collections in respect ofsuch Defaulted Obligation since it became a Defaulted Obligation equals the outstandingprincipal balance of such Collateral Obligation at the time it became a Defaulted Obligation and(2)(A) any amounts received in respect of any Equity Security that was received in exchange fora Defaulted Obligation and is held by an Issuer Subsidiary will constitute Principal Proceeds(and not Interest Proceeds) until the aggregate of all collections in respect of such EquitySecurity equals the outstanding principal balance of the Collateral Obligation, at the time itbecame a Defaulted Obligation, for which such Equity Security was received in exchange and(B) any amounts received in respect of any other asset held by an Issuer Subsidiary willconstitute Principal Proceeds (and not Interest Proceeds); provided, further, that amountsdescribed in clause (a) of the definition of Principal Financed Accrued Interest may, at any timeduring the Collection Period in which such funds are received, be designated by the InvestmentManager as Interest Proceeds as long as the aggregate principal balance on the date of suchdesignation of the (a) Collateral Obligations and (b) Eligible Investments representing PrincipalProceeds equals or exceeds the Target Initial Par Amount (on a pro forma basis).

“Interest Rate”: With respect to each Class of Secured Notes, (i) unless aRe-Pricing has occurred with respect to such Class of Secured Notes, the per annum statedinterest rate payable on such Class with respect to each Interest Accrual Period equal to (x) in thecase of Floating Rate Notes, LIBOR for such Interest Accrual Period plus the spread applicableto such Class as specified in Section 2.3 and (y) in the case of the Fixed Rate Notes, the fixedrate of interest applicable to such Class as specified in Section 2.3 and (ii) upon the occurrenceof a Re-Pricing with respect to such Class of Secured Notes, a per annum stated interest rateequal to (x) the applicable Re-Pricing Rate plus (y) in the case of a floating rate of interest,LIBOR.

“Interest Reserve Account”: The account established pursuant to Section 10.3(f).

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

“Investment Company Act”: The United States Investment Company Act of1940, as amended.

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

“Investment Criteria Adjusted Balance”: With respect to each CollateralObligation, the outstanding principal balance of such Collateral Obligation; provided that theInvestment Criteria Adjusted Balance of any (i) Deferring Security shall be its Moody’s

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Collateral Value, (ii) Discount Obligation or Purchased Discount Obligation shall be the productof (1) its purchase price (expressed as a percentage of par and determined without averagingprices of purchases on different dates) and (2) its outstanding principal balance, and (iii)Collateral Obligation included in the Caa/CCC Excess shall be the Market Value of suchCollateral Obligation; provided, further, that the Investment Criteria Adjusted Balance of anyCollateral Obligation that satisfies more than one of the definitions of Deferring Security orDiscount Obligation or is included in the Caa/CCC Excess shall be the lowest amountdetermined pursuant to clauses (i), (ii) and (iii) above.

“Investment Management Agreement”: The agreement dated as of the ClosingDate to be entered into between the Issuer and the Investment Manager relating to themanagement of the Collateral Obligations and the other Assets by the Investment Manager onbehalf of the Issuer, as amended from time to time in accordance with the terms hereof andthereof.

“Investment Manager”: BlackRock Financial Management, Inc., a Delawarecorporation, until a successor Person shall have become the Investment Manager pursuant to theprovisions of the Investment Management Agreement, and thereafter Investment Manager shallmean such successor Person.

“Investment Manager Notes”: As of any date of determination, (i) all Notes heldon such date by (1) the Investment Manager, (2) any Affiliate of the Investment Manager or (3)any account, fund, client or portfolio managed or advised on a discretionary basis by theInvestment Manager or any of its Affiliates and (ii) all Notes as to which economic exposure isheld on such date (whether through any derivative financial transaction or otherwise) by anyPerson identified in the foregoing clause (i).

“Irish Listing Agent”: Maples and Calder.

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

“Issuer Order” and “Issuer Request”: A written order or request (which may be astanding order) dated and signed in the name of the Issuer by an Authorized Officer of the Issueror by an Authorized Officer of the Investment Manager pursuant to the Investment ManagementAgreement, as the context may require or permit. An order or request provided in the form of anemail or other electronic communication by an Authorized Officer of the Issuer or the Co-Issueror by an Authorized Officer of the Investment Manager on behalf of the Issuer shall constitute anIssuer Order, except in each case to the extent the Trustee requests otherwise in writing.

“Issuer Subsidiary”: An entity treated as a corporation for U.S. federal incometax purposes, 100% of the equity interests in which are owned directly or indirectly by theIssuer.

“Issuer Subsidiary Assets”: The meaning set forth in Section 7.17(g).

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

“Knowledgeable Employee”: A “Knowledgeable Employee” with respect to theIssuer or the Investment Manager for purposes of Rule 3c-5 under the Investment Company Act,specifically, a natural person who is:

a president, vice president in charge of a principal business unit,(i)division or function (such as sales, administration or finance), any other officerwho performs a policy-making function, or any other person who performssimilar policy-making functions, of the Issuer or of an affiliated person (as suchterm is defined in Section 2(a)(3) of the Investment Company Act) that managesthe investment activities of the Issuer (such an affiliated person, an “Affiliated Management Person;” provided that for purposes of this definition, the term“investment company” as used in Section 2(a)(3) of the Investment Company Actincludes the Issuer), or a director, trustee, general partner, advisory boardmember, or person serving in a similar capacity, of the Issuer or of an AffiliatedManagement Person of the Issuer; or

an employee of the Issuer or of an Affiliated Management Person(ii)of the Issuer (other than an employee performing solely clerical, secretarial oradministrative functions with regard to such company or its investments) who, inconnection with his or her regular functions or duties, participates in theinvestment activities of the Issuer or of an entity that owns Subordinated Notes ofthe Issuer; provided that such employee has been performing such functions andduties for or on behalf of the Issuer or the Affiliated Management Person of theIssuer for at least 12 months.

“Leveraged Loan Index”: The Daily S&P/LSTA U.S. Leveraged Loan 100Index, Bloomberg ticker SPBDLLB, any successor index thereto or any comparable U.S.leveraged loan index reasonably designated by the Investment Manager.

“LIBOR”: The meaning set forth in Exhibit C hereto.

“LIBOR Reset Date”: April 18, 2016.

“Listed Notes”: Each Class of Notes (other than the Combination Notes).

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

“London Banking Day”: A day on which commercial banks are open for business(including dealings in foreign exchange and foreign currency deposits) in London, England.

“Long-Dated Obligation”: Any Collateral Obligation with a maturity later thanthe Stated Maturity of the Notes; provided that, if any Collateral Obligation has scheduled

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distributions that occur both before and after the Stated Maturity of the Notes, only the scheduleddistributions on such Collateral Obligation occurring after the Stated Maturity of the Notes willconstitute a Long-Dated Obligation.

“Maintenance Covenant”: A covenant by any borrower to comply with one ormore financial covenants during each reporting period, whether or not such borrower has takenany specified action; provided that a covenant that otherwise satisfies the definition hereof andonly applies when amounts are outstanding under the related loan shall be a MaintenanceCovenant.

“Majority”: (i) With respect to any Class or Classes of Secured Notes, theHolders of more than 50% of the Aggregate Outstanding Amount of the Secured Notes of suchClass or Classes and (ii) with respect to the Subordinated Notes, the Holders of more than 50%of the Aggregate Outstanding Amount of the Subordinated Notes.

“Management Fee”: The Senior Management Fee, the Subordinated ManagementFee and the Incentive Management Fee.

“Margin Stock”: “Margin Stock” as defined under Regulation U issued by theBoard of Governors of the Federal Reserve System including any debt security which is by itsterms convertible into “Margin Stock”.

“Market Value”: With respect to any Loans or other Assets, the amount(determined by the Investment Manager) equal to the product of the principal amount thereofand the price determined in the following manner:

the bid price determined by the Loan Pricing Corporation, Markit(i)Group Limited, Loan X Mark-It Partners, FT Interactive, Bridge InformationSystems, KDP, IDC, Bank of America High Yield Index, Interactive Data Pricingand Reference Data, Inc., Pricing Direct Inc., S&P Security Evaluations Service,Thompson Reuters Pricing Service, TradeWeb Markets LLC or any othernationally recognized loan or bond pricing service selected by the InvestmentManager (in its sole discretion); or

if the price described in clause (i) is not available,(ii)

the average of the bid prices determined by three(1)broker-dealers (or other buy-side market participants) active in the tradingof such asset that are Independent from each other and the Issuer and theInvestment Manager;

if only two such bids can be obtained, the lower of the bid(2)prices of such two bids; or

if only one such bid can be obtained, and such bid was(3)obtained from a Qualified Broker/Dealer, the bid price of such bid; or

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if a price described in clause (i) or (ii) is not available, then the(iii)Market Value of an asset will be the lower of (1) 70% of the notional amount ofsuch asset, (2) the price at which the Investment Manager reasonably believessuch asset could be sold in the market within 30 days, as certified by theInvestment Manager to the Trustee and determined by the Investment Managerconsistent with the manner in which it would determine the market value of anasset for purposes of other funds or accounts managed by it; provided, however,that, if the Investment Manager is not a Registered Investment Adviser, theMarket Value of any such asset may not be determined in accordance with thisclause (iii)(2) for a period of more than 30 consecutive days; and (3) solely ifsuch asset either was purchased within the three preceding months or waspreviously assigned a Market Value within the three preceding months, either (A)if such asset was purchased within the three preceding months, its purchase priceor (B) otherwise, the last Market Value that was assigned to it; or

if the Market Value of an asset is not determined in accordance(iv)with clause (i), (ii) or (iii) above, then such Market Value shall be deemed to bezero until such determination is made in accordance with clause (i), (ii) or (iii)above.

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

“Maturity Amendment”: With respect to any Collateral Obligation, any waiver,modification, amendment or variance that would extend the stated maturity date of suchCollateral Obligation.

“Maximum Moody’s Rating Factor Test”: A test that will be satisfied on anyMeasurement Date if the Adjusted Weighted Average Moody’s Rating Factor of the CollateralObligations is less than or equal to the lesser of (a) the sum of (i) the number set forth in theAsset Quality Matrix at the intersection of the applicable “row/column combination” chosen bythe Investment Manager (in its sole discretion) (or by interpolating between two adjacent rowsand/or two adjacent columns, as applicable) as set forth in Section 7.18(g) plus (ii) the Moody’sWeighted Average Recovery Adjustment and (b) 3300.plus (iii) the Moody’s Par Adjustment.

“Measurement Date”: (i) Any day on which a purchase of a Collateral Obligationoccurs, (ii) any Determination Date, (iii) the date as of which the information in any MonthlyReport is calculated, (iv) with five Business Days prior written notice to the Trustee (with a copyto the Investment Manager), any Business Day requested by either Rating Agency and (v) theEffective Date.

“Memorandum and Articles”: The Issuer’s Memorandum and Articles ofAssociation, dated December 18, 2015, as they may be further amended, revised or restated fromtime to time.

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

“Minimum Denominations”: (i) In terms of the Secured Notes, U.S.$250,000 andintegral multiples of U.S.$1.00 in excess thereof; and (ii) in terms of the Subordinated Notes,$250,000 (provided that the Minimum Denomination shall be U.S.$25,000 for (a)Knowledgeable Employees with respect to the Issuer or the Investment Manager and (b)transferees purchasing a Non-Clearing Agency Security originally issued to a KnowledgeableEmployee with respect to the Issuer or the Investment Manager) and integral multiples ofU.S.$1.00 in excess thereof.

“Minimum Floating Spread”: The number set forth in the column entitled“Minimum Weighted Average Spread” in the Asset Quality Matrix based upon the applicable“row/column combination” chosen by the Investment Manager (in its sole discretion) as of anyMeasurement Date (or by interpolating between two adjacent rows and/or two adjacent columns,as applicable) in accordance with Section 7.18(g), reduced by the Moody’s Weighted AverageRecovery Adjustment; provided that the Minimum Floating Spread shall in no event be lowerthan 2.35%.

“Minimum Floating Spread Test”: The test that is satisfied on any MeasurementDate if the Weighted Average Floating Spread equals or exceeds the Minimum Floating Spread.

“Minimum Weighted Average Coupon”: 7.50%.

“Minimum Weighted Average Coupon Test”: A test that is satisfied on anyMeasurement Date if the Weighted Average Coupon equals or exceeds the Minimum WeightedAverage Coupon.

“Minimum Weighted Average Moody’s Recovery Rate Test”: The test that willbe satisfied on any Measurement Date if the Weighted Average Moody’s Recovery Rate equalsor exceeds 44%.

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

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

“Monthly Report Determination Date”: The meaning specified in Section 10.6.

“Moody’s”: Moody’s Investors Service, Inc. and any successor thereto; providedthat if Moody’s is no longer rating the Secured Notes at the request of the Issuer or otherwise,references to it under and for all purposes of this Indenture and the other Transaction Documentsshall be inapplicable and shall have no force or effect.

“Moody’s Collateral Value”: With respect to any Defaulted Obligation or aDeferring Security and any Measurement Date, the lesser of (i) the Moody’s Recovery Amountof such Defaulted Obligation or Deferring Security, respectively, as of such Measurement Dateand (ii) the Market Value of such Defaulted Obligation or Deferring Security, respectively, as ofsuch Measurement Date.

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“Moody’s Counterparty Criteria”: With respect to any Participation Interestproposed to be acquired by the Issuer, criteria that will be met if immediately after giving effectto such acquisition, (i) the percentage of the Collateral Principal Amount that consists in theaggregate of Participation Interests with Selling Institutions that (1) have the same or a lowerMoody’s credit rating or (2) have entered into a Form Approved Participation or in respect ofwhich the Moody’s Rating Condition has been satisfied in the aggregate do not exceed the“Aggregate Percentage Limit” set forth below for such Moody’s credit rating and (ii) thepercentage of the Collateral Principal Amount that consists in the aggregate of ParticipationInterests with any single Selling Institution that has the Moody’s credit rating set forth below ora lower credit rating does not exceed the “Individual Percentage Limit” set forth below for suchMoody’s credit rating:

Moody’s credit rating ofSelling Institution (at or

below) Aggregate Percentage LimitIndividual

Percentage Limit

Aaa 20% 20.0%Aa1 20% 10.0%Aa2 20% 10.0%Aa3 15% 10.0%A1 10% 5.0%

A2* and P-1 (both) 5% 5.0%A3 or below 0% 0%

* Permitted only if entity also has a Moody’s short-term rating of P-1.

“Moody’s Default Probability Rating”: With respect to any Collateral Obligation,the rating determined pursuant to the methodology set forth under the heading “Moody’s DefaultProbability Rating” on Schedule 4 hereto.

“Moody’s Derived Rating”: With respect to any Collateral Obligation the ratingdetermined pursuant to the methodology set forth under the heading “Moody’s Derived Rating”on Schedule 4 hereto.

“Moody’s Diversity Test”: A test that will be satisfied on any Measurement Dateif the Diversity Score (rounded to the nearest whole number) equals or exceeds the number setforth in the column entitled “Minimum Diversity Score” in the Asset Quality Matrix based uponthe applicable “row/column combination” chosen by the Investment Manager (in its solediscretion) as of such Measurement Date (or by interpolating between two adjacent rows and/ortwo adjacent columns, as applicable) in accordance with Section 7.18(g).

“Moody’s Industry Classification”: The industry classifications set forth inSchedule 1-A hereto, as such industry classifications shall be updated at the option of theInvestment Manager if Moody’s publishes revised industry classifications.

“Moody’s Par Adjustment”: The meaning set forth in Schedule 4 hereto.

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“Moody’s Rating”: With respect to any Collateral Obligation, the ratingdetermined pursuant to the methodology set forth under the heading “Moody’s Rating” onSchedule 4 hereto.

“Moody’s Rating Condition”: For so long as Moody’s is a Rating Agency, acondition that is satisfied if, with respect to any event or circumstance, Moody’s provides writtenconfirmation (which may take the form of a press release or other written communication) thatthe occurrence of that event or circumstance will not cause Moody’s to downgrade or withdrawits then-current rating assigned to any Class of Secured Notes; provided that the Moody’s RatingCondition will be deemed inapplicable if no Secured Notes are then Outstanding;

provided further that, notwithstanding the foregoing, with respect to any event or circumstancethat requires satisfaction of the Moody’s Rating Condition, such Moody’s Rating Condition shallbe deemed inapplicable with respect to such event or circumstance if (1) Moody’s has made apublic statement to the effect that it will no longer review events or circumstances of the typerequiring satisfaction of the Moody’s Rating Condition in this Indenture for purposes ofevaluating whether to confirm the then-current ratings (or initial ratings) of obligations rated byMoody’s, (2) Moody’s has communicated to the Issuer, the Investment Manager or the Trustee(or their counsel) that it will not review such event or circumstance for purposes of evaluatingwhether to confirm the then-current rating (or initial rating) of the Secured Notes or, (3)Moody’s withdraws its ratings of the applicable Class of Secured Notes, at which time it nolonger constitutes a Rating Agency with respect thereto or (4) if confirmation that has been requested (by email to [email protected]) from Moody’s at least three separate times during a 15 Business Day period and Moody’s has either not made any response to such requests or has not indicated in response to any such request that it will consider the application for satisfaction of the Moody’s Rating Condition.

“Moody’s Rating Factor”: For each Collateral Obligation, the number set forth inthe table below opposite the Moody’s Default Probability Rating of such Collateral Obligation.

Moody’s DefaultProbability Rating

Moody’s RatingFactor

Moody’s DefaultProbability Rating

Moody’s RatingFactor

Aaa 1 Ba1 940Aa1 10 Ba2 1,350Aa2 20 Ba3 1,766Aa3 40 B1 2,220A1 70 B2 2,720A2 120 B3 3,490A3 180 Caa1 4,770

Baa1 260 Caa2 6,500Baa2 360 Caa3 8,070Baa3 610 Ca or lower 10,000

For purposes of the Weighted Average Moody’s Rating Factor, any CollateralObligation issued or expressly guaranteed by the United States government or any agency or

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instrumentality thereof is assigned a Moody’s Rating Factor corresponding to the then-currentMoody’s long-term issuer rating of the United States of America.

“Moody’s Recovery Amount”: With respect to any Collateral Obligation, anamount equal to (i) the applicable Moody’s Recovery Rate multiplied by (ii) the PrincipalBalance of such Collateral Obligation.

“Moody’s Recovery Rate”: With respect to any Collateral Obligation, as of anyMeasurement Date, the recovery rate determined in accordance with the following, in thefollowing order of priority:

if the Collateral Obligation has been specifically assigned a(i)recovery rate by Moody’s (for example, in connection with the assignment byMoody’s of an estimated rating), such recovery rate;

if the preceding clause does not apply to the Collateral Obligation,(ii)except with respect to DIP Collateral Obligations, the rate determined pursuant tothe table below based on the number of rating subcategories difference betweenthe Moody’s Rating of such Collateral Obligation and its Moody’s DefaultProbability Rating (for purposes of clarification, if the Moody’s Rating is higherthan the Moody’s Default Probability Rating, the rating subcategories differencewill be positive and if it is lower, negative):

Number of Moody’sRatings SubcategoriesDifference Between the

Moody’s Ratingand the Moody’s Default

Probability RatingSenior Secured

Loans**Second Lien

Loans*Other Collateral

Obligations

+2 or more 60% 55% 45%+1 50% 45% 35%0 45% 35% 30%-1 40% 25% 25%-2 30% 15% 15%-3 or less 20% 5% 5%

* If such Collateral Obligation does not have both a CFR and an Assigned Moody’s Rating (as such terms aredefined in Schedule 4), then its Moody’s Recovery Rate will be determined under the “Other CollateralObligations” column.

** A First Lien Last Out Loan will be deemed to be a Second Lien Loan for purposes of determining the Moody’sRecovery Rate of such First Lien Last Out Loan.

if the Collateral Obligation is a DIP Collateral Obligation or a(iii)Participation Interest therein (other than a DIP Collateral Obligation which hasbeen specifically assigned a recovery rate by Moody’s), 50%.

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“Moody’s Weighted Average Recovery Adjustment”: As of any MeasurementDate, the greater of (a) zero and (b) the product of (i) (A) the Weighted Average Moody’sRecovery Rate as of such date of determination multiplied by 100 minus (B) 44 and (ii) (A) withrespect to the adjustment of the Maximum Moody’s Rating Factor Test, the Recovery RateModifier Matrix based upon the applicable “row/column combination” then in effect and (B)with respect to the adjustment of the Minimum Floating Spread, the number set forth in the AssetQuality Matrix under “Spread Modifier” corresponding to the Minimum Weighted AverageSpread selected by the Investment Manager; provided that if the Weighted Average Moody’sRecovery Rate for purposes of determining the Moody’s Weighted Average RecoveryAdjustment is greater than 60%, then such Weighted Average Moody’s Recovery Rate willequal 60% unless the Moody’s Rating Condition is satisfied; provided, further, that the amountspecified in clause (b)(i) above may only be allocated once on any date of determination and theInvestment Manager shall designate to the Collateral Administrator in writing on each such datethe portion of such amount that shall be allocated to clause (b)(ii)(A) and the portion of suchamount that shall be allocated to clause (b)(ii)(B) (it being understood that, absent an expressdesignation by the Investment Manager, all such amounts shall be allocated to clause (b)(ii)(A)).

“Non-Call Period”: The period from the Closing Date to but excluding thePayment Date in January 2018.

“Non-Clearing Agency Security”: The meaning specified in Section 2.2(b)(ii).

“Non-Emerging Market Obligor”: An obligor that is Domiciled in any countrythat (i) has a country ceiling for foreign currency bonds of at least “Aa3” by Moody’s and (ii) tothe extent such country is rated by Fitch, has a sovereign rating of at least “AA-” by Fitch;provided that, an obligor that is Domiciled in any country that has (i) to the extent such countryis rated by Fitch, a sovereign rating of at least “AA-” by Fitch and (ii) a country ceiling forforeign currency bonds of “A1”, “A2” or “A3” by Moody’s shall be deemed a Non-EmergingMarket Obligor on the date of acquisition of the related Collateral Obligation by the Issuer solong as the aggregate principal balance of all Collateral Obligations falling under this provisodoes not exceed 10.0% of the Collateral Principal Amount on such date.

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

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

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

“Note Interest Amount”: With respect to any Class of Secured Notes and anyPayment Date, the amount of interest for the related Interest Accrual Period payable in respect ofeach U.S.$100,000 outstanding principal amount of such Class of Secured Notes.

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“Note Payment Sequence”: The application, in accordance with the Priority ofPayments, of Interest Proceeds or Principal Proceeds, as applicable, in the following order:

to the payment of principal of the Class A Notes, until the Class A(i)Notes have been paid in full (together with accrued and unpaid interest on aRedemption Date);

to the payment of principal of the Class B Notes, until the Class B(ii)Notes have been paid in full (together with accrued and unpaid interest on aRedemption Date);

to the payment of accrued and unpaid interest (excluding Secured(iii)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class C-1 Notes and the Class C-2 Notes, pro rata, allocated in proportionto the amount of accrued and unpaid interest on each such Class;

to the payment of any Secured Note Deferred Interest on the Class(iv)C-1 Notes and the Class C-2 Notes, pro rata, allocated in proportion to theamounts of Secured Note Deferred Interest payable on each such Class;

to the payment of principal of the Class C-1 Notes and the Class(v)C-2 Notes, pro rata, allocated in proportion to the Aggregate OutstandingAmount of each such Class, until the Class C Notes have been paid in full;

to the payment of accrued and unpaid interest (excluding Secured(vi)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class D Notes;

to the payment of any Secured Note Deferred Interest on the Class(vii)D Notes;

to the payment of principal of the Class D Notes, until the Class D(viii)Notes have been paid in full;

to the payment of accrued and unpaid interest (excluding Secured(ix)Note Deferred Interest, including interest on Secured Note Deferred Interest) onthe Class E Notes;

to the payment of any Secured Note Deferred Interest on the Class(x)E Notes; and

to the payment of principal of the Class E Notes, until the Class E (xi)Notes have been paid in full;

to the payment of accrued and unpaid interest (excluding Secured (xii)Note Deferred Interest, including interest on Secured Note Deferred Interest) on the Class F Notes;

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to the payment of any Secured Note Deferred Interest on the Class (xiii)F Notes; and

to the payment of principal of the Class F Notes, until the Class F(xiv)Notes have been paid in full.

“Note Purchase Agreement”: TheCollectively, (x) the note purchase agreementdated the Closing Date among the Co-Issuers and Credit Suisse Securities (USA) LLC, as initialpurchaser of the Notes issued on the Closing Date, as amended from time to time and (y) the Refinancing Purchase Agreement.

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

“Notes”: Collectively, the Secured Notes and the Subordinated Notes authorizedby, and authenticated and delivered under, this Indenture (as specified in Section 2.3).

“NRSRO”: A nationally recognized statistical rating organization as the term isused in federal securities law.

“NRSRO Certification”: A letter, in a form acceptable to the Issuer and theInformation Agent, executed by an NRSRO and addressed to the Issuer and the InformationAgent, with a copy to the Trustee and the Investment Manager, attaching a copy of a certificationsatisfying the requirements of paragraph (a)(3)(iii)(B) of Rule 17g-5 upon which the 17g-5Information Website may conclusively rely for purposes of granting such NRSRO access to the17g-5 Information Website.

“Obligor”: The obligor or guarantor under a loan.

“Offer”: With respect to any Collateral Obligation, a tender offer, voluntaryredemption, exchange offer, conversion or other similar action.

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

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

“Officer”: (i) With respect to the Issuer and any corporation, any director, theChairman of the Board of Directors, the President, any Vice President, the Secretary, anAssistant Secretary, the Treasurer or an Assistant Treasurer of such entity or any Personauthorized by such entity and shall, for the avoidance of doubt, include any duly appointedattorney-in-fact of the Issuer; (ii) with respect to any partnership, any general partner thereof orany Person authorized by such entity; (iii) with respect to the Co-Issuer and any limited liabilitycompany, any member thereof or any Person authorized by such entity; (iv) with respect to theCollateral Administrator, an Authorized Officer and (v) with respect to the Trustee, the Bank (ineach of its capacities) and any bank or trust company acting as trustee of an express trust or ascustodian or agent, a Trust Officer.

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“offshore transaction”: The meaning specified in Regulation S.

“Opinion of Counsel”: A written opinion addressed to the Trustee and the Issuer(or upon which the Trustee and the Issuer are permitted to rely) and, if required by the termshereof, each Rating Agency, in form and substance reasonably satisfactory to the Trustee andeach Rating Agency, of a nationally or internationally recognized and reputable law firm one ormore of the partners of which are admitted to practice before the highest court of any State of theUnited States or the District of Columbia (or the Cayman Islands, in the case of an opinionrelating to the laws of the Cayman Islands), which law firm may, except as otherwise expresslyprovided in this Indenture, be counsel for the Issuer or the Co-Issuer, as the case may be, andwhich law firm shall be reasonably satisfactory to the Trustee. Whenever an Opinion of Counselis required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are soadmitted and so satisfactory, which opinions of other counsel shall accompany such Opinion ofCounsel and shall either be addressed to the Trustee, the Issuer and each Rating Agency or shallstate that the Trustee, the Issuer and each Rating Agency shall be entitled to rely thereon.

“Optional Redemption”: A redemption of the Notes in accordance with Section 9.2.

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

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

Notes theretofore canceled by the Registrar or delivered to the Registrar(a)for cancellation in accordance with the terms of Section 2.9 or Section 2.13 or registeredin the Register on the date the Trustee provides notice to Holders pursuant to Section 4.1that this Indenture has been discharged;

Notes or portions thereof for whose payment or redemption funds in the(b)necessary amount have been theretofore irrevocably deposited with the Trustee or anyPaying Agent in trust for the Holders of such Notes pursuant to Section 4.1(i)(B);provided that if such Notes or portions thereof are to be redeemed, notice of suchredemption has been duly given pursuant to this Indenture or provision thereforsatisfactory to the Trustee has been made;

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

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

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Repurchased Notes and Surrendered Notes that have been canceled by the(e)Trustee; provided that for purposes of calculation of any Overcollateralization Ratio, theInterest Diversion Test, the Reinvestment Target Par Balance and the calculation set forthin Section 5.1(h), any Surrendered Notes and all Repurchased Notes purchased with theproceeds of a Contribution pursuant to Section 2.13 shall be deemed to remainOutstanding until all Notes of the same Class and all Notes of each Class that are seniorin right of principal payment thereto in the Note Payment Sequence have been retired orredeemed, and until such time will be deemed to have an Aggregate Outstanding Amountequal to the Aggregate Outstanding Amount as of the date of surrender, reducedproportionately with, and to the extent of, any payments of principal on Notes of thesame Class thereafter;

provided that in determining whether the Holders of the requisite Aggregate OutstandingAmount have given any request, demand, authorization, direction, notice, consent or waiverhereunder, the following Notes shall be disregarded and deemed not to be Outstanding:

Notes owned by the Issuer, the Co-Issuer or any other obligor upon(i)the Notes;

to the extent set forth in the Investment Management Agreement,(ii)any other Notes that are Investment Manager Notes;

except that (1) in determining whether the Trustee shall be protected in relying upon any suchrequest, demand, authorization, direction, notice, consent or waiver, only Notes that a TrustOfficer of the Trustee has actual knowledge to be so owned or to be Investment Manager Notesshall be so disregarded; and (2) Notes so owned that have been pledged in good faith may beregarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’sright so to act with respect to such Notes and that the pledgee is not one of the Persons specifiedabove.

“Overcollateralization Ratio”: With respect to any specified Class or Classes ofSecured Notes as of any date of determination, the percentage derived from: (i) the AdjustedCollateral Principal Amount on such date divided by (ii) the sum on such date of the AggregateOutstanding Amount of, plus any accrued and unpaid Secured Note Deferred Interest on, theSecured Notes of such Class or Classes and each Priority Class of Secured Notes. For purposesof calculating the Overcollateralization Ratio, the Class A Notes and the Class B Notes shall betreated as one Class.

“Overcollateralization Ratio Test”: A test that is satisfied with respect to anyClass or Classes of Secured Notes as of any date of determination on which such test isapplicable if (i) the Overcollateralization Ratio for such Class or Classes on such date is at leastequal to the Required Overcollateralization Ratio for such Class or Classes or (ii) such Class orClasses of Secured Notes is no longer outstanding.

“Pari Passu Class”: With respect to any specified Class of Notes, each Class ofNotes that ranks pari passu to such Class.

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“Partial Redemption by Refinancing”: A redemption of the Secured Notes in partby Class from Refinancing Proceeds, Partial Refinancing Interest Proceeds (so long as any Classof Secured Notes to be redeemed represents not less than the entire Class of such SecuredNotes).

“Partial Refinancing Interest Proceeds”: In connection with a Partial Redemptionby Refinancing, Interest Proceeds up to the amount of accrued and unpaid interest on each Classbeing refinanced, but only to the extent that such Interest Proceeds would be available under thePriority of Payments to pay accrued and unpaid interest on such Class on the Redemption Date(or, in the case of a Refinancing occurring on a date other than a Payment Date, only to theextent that such Interest Proceeds would be available under the Priority of Payments to payaccrued and unpaid interest on such Class on the next Payment Date, taking into accountscheduled distributions on the Assets that are expected to be received prior to the nextDetermination Date).

“Participation Interest”: An interest in a loan acquired indirectly from a SellingInstitution by way of participation that, at the time of acquisition, or the Issuer’s commitment toacquire the same, satisfies each of the following criteria: (a) the loan underlying suchparticipation would constitute a Collateral Obligation were it acquired directly; (b) the SellingInstitution is the lender on the loan; (c) the aggregate participation in the loan granted by suchSelling Institution to any one or more participants does not exceed the principal amount orcommitment with respect to which the Selling Institution is a lender under such loan; (d) suchparticipation does not grant, in the aggregate, to the participant in such participation a greaterinterest than the Selling Institution holds in the loan or commitment that is the subject of theparticipation; (e) the entire purchase price for such participation is paid in full (without thebenefit of financing from the Selling Institution or its affiliates) at the time of the Issuer’sacquisition (or, to the extent of a participation in the unfunded commitment under a RevolvingCollateral Obligation or Delayed Drawdown Collateral Obligation, at the time of the funding ofsuch loan); (f) the participation provides the participant all of the economic benefit and risk ofthe whole or part of the loan or commitment that is the subject of the loan participation; and (g)such participation is documented under a Loan Syndications and Trading Association, LoanMarket Association or similar agreement standard for loan participation transactions amonginstitutional market participants; provided that, for the avoidance of doubt, a ParticipationInterest shall not include a sub-participation interest in any loan.

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

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

“Payment Date”: (i) The 18th day of January, April, July and October of eachyear (or, if such day is not a Business Day, the next succeeding Business Day), commencing inJuly 2016, except that the final Payment Date (subject to any earlier redemption or payment ofthe Notes) shall be January 18, 2028 (or, if such day is not a Business Day, the next succeeding

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Business Day) and (ii) if no Secured Notes are then Outstanding, any Business Day designatedby the Investment Manager (in its sole discretion) (on behalf of the Issuer).

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

“Permissible Ratio”: On any date of determination, the ratio of the then-currentAggregate Outstanding Amount of the Class C-1 Notes: then-current Aggregate OutstandingAmount of the Subordinated Notes, respectively, divided by the sum of the then-currentAggregate Outstanding Amount of the Class C-1 Notes and the Subordinated Notes. As of theClosing Date, the Permissible Ratio shall be 68.75%: 31.25%.

“Permitted Use”: With respect to any amount on deposit in the SupplementalReserve Account, any of the following uses: (i) the transfer of the applicable portion of suchamount to the Interest Collection Subaccount for application as Interest Proceeds; (ii) the transferof the applicable portion of such amount to the Principal Collection Subaccount for applicationas Principal Proceeds; (iii) the repurchase of Notes in accordance with Section 2.13; (iv) thetransfer of the applicable portion of such amount to pay any costs or expenses associated with aRefinancing or a Re-Pricing; or (v) the purchase of one or more equity securities resulting fromthe exercise of an option, warrant, right of conversion, preemptive right, rights offering, creditbid or similar right in connection with the workout or restructuring of a Collateral Obligation oran equity security or interest received in connection with the workout or restructuring of aCollateral Obligation.

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

“Post-Reinvestment Period Investment Criteria”: The meaning specified inSection 12.2.

“Principal Balance”: Subject to Section 1.2, with respect to (i) any Asset otherthan a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of anydate of determination, the outstanding principal amount of such Asset (excluding any capitalizedinterest) and (ii) any Revolving Collateral Obligation or Delayed Drawdown CollateralObligation, as of any date of determination, the outstanding principal amount of such RevolvingCollateral Obligation or Delayed Drawdown Collateral Obligation (excluding any capitalizedinterest), plus (except as expressly set forth in this Indenture) any undrawn commitments thathave not been irrevocably reduced or withdrawn with respect to such Revolving CollateralObligation or Delayed Drawdown Collateral Obligation; provided that for all purposes thePrincipal Balance of (1) any Equity Security or interest only strip shall be deemed to be zero and(2) any Defaulted Obligation that is not sold or terminated within three years after becoming aDefaulted Obligation shall be deemed to be zero.

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

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“Principal Financed Accrued Interest”: With respect to (a) any CollateralObligation owned or purchased by the Issuer on the Closing Date, an amount equal to the unpaidinterest on such Collateral Obligation that accrued prior to the Closing Date that is owing to theIssuer and remains unpaid as of the Closing Date and (b) any Collateral Obligation purchasedafter the Closing Date, the amount of Principal Proceeds, if any, applied towards the purchase ofaccrued interest on such Collateral Obligation; provided that in the case of this clause (b),Principal Financed Accrued Interest will not include any accrued interest purchased with InterestProceeds deemed to be Principal Proceeds as set forth in the definition of “Interest Proceeds;”provided, further that once any Principal Financed Accrued Interest is actually received by theIssuer, it shall no longer constitute Principal Financed Accrued Interest hereunder.

“Principal Proceeds”: With respect to any Collection Period or DeterminationDate, all amounts received by the Issuer during the related Collection Period that do notconstitute Interest Proceeds and any amounts that have been designated as Principal Proceedspursuant to the terms of this Indenture.

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

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

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

“Process Agent”: The meaning specified in Section 7.2.

“Purchased Discount Obligation”: As of any date of determination, with respect to a floating rate Collateral Obligation, an obligation that has been purchased at a purchase price of less than 100% and has been irrevocably designated as a Purchased Discount Obligation in the sole discretion of the Investment Manager in a notice delivered to the Trustee and the Collateral Administrator on or prior to the first date of determination following acquisition by the Issuer of such Collateral Obligation; provided that an obligation will only be deemed to be a Purchased Discount Obligation if, as of such date of determination (i) it is not a Discount Obligation, (ii) and the Coverage Tests are satisfied and (iii) after giving effect to such designation, the current Aggregate Principal Balance of Collateral Obligations which have been designated as Purchased Discount Obligations does not exceed 15% of the Aggregate Principal Balance.

“QEF”: The meaning specified in Section 7.17(b).

“QIB/QP”: Any Person that, at the time of its acquisition, purported acquisitionor proposed acquisition of Notes is both a Qualified Institutional Buyer and a QualifiedPurchaser (or an entity owned exclusively by Qualified Purchasers).

“Qualified Broker/Dealer”: Any of Bank of America, NA, The Bank of Montreal,The Bank of New York Mellon, The Royal Bank of Scotland plc, Barclays Bank plc, BNPParibas, Broadpoint Securities Inc., Calyon, Canadian Imperial Bank of Commerce, CantorFitzgerald, Citadel Securities, Citibank, N.A., Credit Agricole S.A., Credit Suisse, Deutsche

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Bank AG, FBR Capital Markets, Gleacher & Company Securities, Inc., Goldman Sachs & Co.,HSBC Bank, JPMorgan Chase Bank, N.A., Knight/Libertas, Lazard Ltd., Macquarie Bank,Mizuho Bank, Ltd., Morgan Stanley & Co., Natixis, Nomura Securities Inc., Northern TrustCompany, Oppenheimer & Co. Inc., Royal Bank of Canada, Scotia Bank, Société Générale, SunTrust Bank, The Toronto-Dominion Bank, U.S. Bank National Association, UBS AG or WellsFargo Bank, National Association, or a banking or securities Affiliate of any of the foregoing,and any other financial institution so designated by the Investment Manager (in its solediscretion) with notice to the Rating Agencies.

“Qualified Institutional Buyer”: The meaning specified in Rule 144A.

“Qualified Purchaser”: The meaning specified in Section 2(a)(51) of theInvestment Company Act and Rule 2a51-2 under the Investment Company Act.

“Ramp-Up Account”: The account established pursuant to Section 10.3(c).

“Rating”: The Moody’s Rating and/or Fitch Rating, as applicable.

“Rating Agency”: Each of Moody’s and Fitch or, with respect to the Assetsgenerally, Moody’s, Fitch or S&P; provided that if at any time Moody’s, Fitch, or S&P cease toprovide rating services with respect to debt obligations, “Rating Agency” shall mean any othernationally recognized investment rating agency selected by the Issuer (or the InvestmentManager on behalf of the Issuer). In the event that at any time Fitch ceases to be a RatingAgency, references to rating categories of Fitch in this Indenture shall be deemed instead to bereferences to the equivalent categories of such other rating agency as of the most recent date onwhich such other rating agency and Fitch published ratings for the type of obligation in respectof which such alternative rating agency is used. In the event that at any time Moody’s ceases tobe a Rating Agency, references to rating categories of Moody’s in this Indenture shall be deemedinstead to be references to the equivalent categories of such other rating agency as of the mostrecent date on which such other rating agency and Moody’s published ratings for the type ofobligation in respect of which such alternative rating agency is used.

“Record Date”: With respect to the Global Notes, the date one day prior to theapplicable Payment Date and, with respect to the Certificated Secured Notes or Non-ClearingAgency Securities, the date 15 days prior to the applicable Payment Date.

“Recovery Rate Modifier Matrix”: The following chart, used to determine whichof the “row/column combinations” (or the linear interpolation between two adjacent rows and/ortwo adjacent columns, as applicable) are applicable for purposes of determining the Moody’sWeighted Average Recovery Adjustment:


Minimum Diversity Score

40 45 50 55 60 65 70 75 80 85

2.35% 5550 5352 53 53 5354 5354 53 53 5354 53542.45% 5651 5552 5553 5554 5554 5554 5354 55 55 552.55% 5652 5652 5653 5654 5655 5655 55 56 5657 5657

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40 45 50 55 60 65 70 75 80 85

2.65% 5653 5653 5653 5654 5855 5855 56 5857 5859 58592.75% 5554 5554 5654 5654 5854 6055 6056 6159 61 61622.85% 5354 55 5655 5655 5856 6157 6358 6359 6361 63622.95% 5354 55 56 5856 6057 6158 6159 6160 61 63613.05% 55 5556 5657 58 6059 60 61 61 6162 61623.15% 55 56 58 5860 5861 6061 6162 6162 63 63623.25% 56 58 5860 5861 5862 6062 6163 63 6563 65633.35% 58 5860 5861 5862 5863 6063 6163 6163 6163 633.45% 5859 5860 6062 6062 6063 6063 6064 6064 6064 61643.55% 6059 6061 6063 6063 6063 6164 6164 6164 6164 61643.65% 61 6062 6064 6064 6064 6164 6164 6164 6164 61643.75% 6163 6063 6064 6164 6165 6365 6365 6365 6365 63653.85% 61 61 61 63 63 63 63 63 63 633.95% 61 61 61 63 63 63 63 63 63 634.05% 61 61 61 63 63 63 63 63 63 634.15% 61 63 63 63 63 63 63 63 63 63

4.253.85% 63 6564 65 65 65 65 65 65 65 63654.353.95% 6564 65 65 65 65 65 65 65 65 6365

4.05% 65 65 66 66 66 66 66 66 66 664.15% 65 66 66 66 66 66 66 66 66 664.25% 66 66 66 66 66 66 66 66 67 674.35% 66 66 66 66 66 66 66 67 67 684.45% 6566 6566 6567 6566 6566 6567 6567 6567 6568 65694.55% 6567 6567 6567 6567 6566 6567 6568 6568 6569 65704.65% 6567 6567 6667 6567 6567 6568 6669 6569 6570 66714.75% 6667 6667 6667 6668 6568 6569 6670 6570 6571 66714.85% 6667 6667 6667 6668 6669 6670 6671 6571 6572 66724.95% 6667 6667 6668 6669 6670 6671 6672 6672 6673 65735.05% 6668 6668 6668 6670 6671 6672 6672 6673 6674 65745.15% 6669 6669 6669 6670 6672 6672 6673 6674 6675 65745.25% 6869 6870 6870 6871 6672 6673 6674 6674 6675 66755.35% 6869 6870 6871 6872 6873 6874 6675 6875 6875 66755.45% 6869 6870 6872 6873 6874 6875 6675 6875 6875 66755.55% 6668 6671 6873 6874 6675 6675 6875 6675 6675 68755.65% 6670 6672 6874 6875 6676 6676 6876 6676 6675 68765.75% 6672 6673 6674 6675 6876 6876 6876 6876 6876 70765.85% 6872 6674 6675 6676 6876 6876 6876 6876 7076 71765.95% 6873 6875 6676 6676 6876 6876 7076 7076 7176 73766.05% 6873 6875 6877 6877 6876 6877 7077 7076 7176 7376

Moody’s Recovery Rate Modifier

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

“Redemption Price”: (i) For each Secured Note to be redeemed or re-priced (1)100% of the Aggregate Outstanding Amount of such Secured Note, plus (2) accrued and unpaidSecured Note Deferred Interest, plus (3) accrued and unpaid interest thereon (including intereston any accrued and unpaid Secured Note Deferred Interest, in the case of the Deferred Interest

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Notes and any accrued and unpaid interest on defaulted interest, in the case of the Class A Notesand the Class B Notes) to the Redemption Date or Re-Pricing Date, and (ii) for eachSubordinated Note, its proportional share (based on the Aggregate Outstanding Amount of theSubordinated Note) of the portion of the proceeds of the remaining Assets (after giving effect tothe Optional Redemption or Tax Redemption of the Secured Notes in whole or after all of theSecured Notes have been repaid in full and payment in full of (and/or creation of a reserve for)all expenses (including all Management Fees and Administrative Expenses) of the Co-Issuers)that is distributable to the Subordinated Notes; provided that, in connection with any TaxRedemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of SecuredNotes may elect to receive less than 100% of the Redemption Price that would otherwise bepayable to the Holders of such Class of Secured Notes.

“Refinancing”: A loan or an issuance of replacement securities, whose terms ineach case will be negotiated by the Investment Manager on behalf of the Issuer, from one ormore financial institutions or purchasers to refinance the Secured Notes in connection with anOptional Redemption, it being understood that any rating of such replacement securities by aRating Agency will be based on a credit analysis specific to such replacement securities andindependent of the rating of the Secured Notes being refinanced.

“Refinancing Date”: February 2, 2018.

“Refinancing Notes”: The Class A-R Notes, the Class B-R Notes, the Class C-1-R Notes, the Class C-2-R Notes, the Class D-R Notes and the Class E-R Notes.

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

“Refinancing Purchase Agreement”: The agreement, dated as of the Refinancing Date, between the Co-Issuers and Credit Suisse Securities (USA) LLC, as initial purchaser of the Refinancing Notes and the Class F Notes.

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

“Registered”: In registered form for U.S. federal income tax purposes (or inregistered or bearer form if not a “registration-required obligation” as defined in Section163(f)(2)(A) of the Code).

“Registered Investment Adviser”: A Person duly registered as an investmentadviser in accordance with the Investment Advisers Act.

“Registered Office Agreement”: The agreement dated August 5, 2015 betweenthe Issuer and the Administrator (as amended from time to time) for the provision of registeredoffice facilities to the Issuer.

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

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

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“Reinvestment Period”: The period from and including the Closing Date to andincluding the earliest of (i) the Payment Date in January 2020, (ii) any date on which theMaturity of any Class of Secured Notes is accelerated following an Event of Default pursuant tothis Indenture and (iii) the date on which the Investment Manager determines (in its solediscretion) and notifies the Issuer, the Trustee (who shall notify the Holders of the Notes), Fitchand the Collateral Administrator that it can no longer reinvest in additional CollateralObligations in accordance with this Indenture and the Investment Management Agreement;provided that, with respect to this clause (iii) (and prior to the dates in clauses (i) and (ii) above),the Reinvestment Period can be reinstated by the Issuer (as directed by the Investment Manager,who shall also notify Fitch, the Trustee (who shall notify the Holders of the Debt) and theCollateral Administrator of such reinstatement).

“Reinvestment Target Par Balance”: As of any date of determination, the TargetInitial Par Amount minus (i) the amount of any reduction in the Aggregate Outstanding Amountof the Notes by operation of the Priority of Payments plus (ii) the aggregate amount of PrincipalProceeds that result from the issuance of any additional notes pursuant to Section 2.12 andSection 3.2 (after giving effect to such issuance of any additional notes).

“Related Obligation”: An obligation issued by the Investment Manager, any ofits Affiliates that are collateralized debt obligation funds or any other Person that is acollateralized debt obligation fund whose investments are primarily managed by the InvestmentManager or any of its Affiliates.

“Repack Obligation”: Any obligation of a special purpose vehicle (i)collateralized or backed by a Structured Finance Obligation or (ii) the payments on whichdepend on the cash flows from one or more credit default swaps or other derivative financialcontracts that reference a Structured Finance Obligation or a Loan.

“Re-Priced Class”: The meaning specified in Section 9.7(a).

“Re-Pricing”: The meaning specified in Section 9.7(a).

“Re-Pricing Date”: The meaning specified in Section 9.7(b).

“Re-Pricing Eligible Notes”: The meaning specified in Section 9.7(a).

“Re-Pricing Intermediary”: The meaning specified in Section 9.7(a).

“Re-Pricing Rate”: The meaning specified in Section 9.7(b).

“Repurchased Notes”: Any Secured Notes purchased by the Issuer pursuant toSection 2.13.

“Request for Issuance of Non-Clearing Agency Security”: A duly executedcertificate substantially in the form of Exhibit H hereto.

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“Required Interest Coverage Ratio”: With respect to a specified Class or Classesof Secured Notes and the related Interest Coverage Ratio, as of any date of determination, theapplicable percentage indicated below opposite such specified Class or Classes:

ClassRequired

Interest Coverage RatioA/B 120.0%C 115.0%D 110.0%

“Required Overcollateralization Ratio”: With respect to a specified Class orClasses of Secured Notes and the related Overcollateralization Ratio, as of any date ofdetermination, the applicable percentage indicated below opposite such specified Class orClasses:

ClassRequired

Overcollateralization RatioA/B 121.6%C 114.0%D 108.9108.4%E 104.2103.7%

“Restricted Trading Period”: Each day during which (1) other than in connectionwith the payment in full of the applicable Class, (x) the Moody’s rating or the Fitch rating of theClass A Notes is withdrawn (and not reinstated) or is one or more sub categories below its ratingon the Closing Date or (y) the Moody’s rating of the Class B Notes, the Class C-1 Notes or the Class C-2 Notes is withdrawn (and not reinstated) or is two or more sub-categories below the Initial Rating of such ClassRefinancing Date; and (2) after giving effect to any sale (and anyrelated reinvestment) or purchase of the relevant Collateral Obligations, (a) the Moody’s Diversity Test or the Minimum Weighted Average Moody’s Recovery Rate Test is not satisfied or (b) the Coverage Tests are not satisfied; provided, however, that such period shall not be aRestricted Trading Period upon the direction of a Majority of the Controlling Class, whichdirection by a Majority of the Controlling Class shall remain in effect until the earlier of (i) asubsequent direction by a Majority of the Controlling Class at a time when such conditions setforth in clauses (1) and (2) continue to exist to declare the beginning of a Restricted TradingPeriod and (ii) a further downgrade or withdrawal of the Moody’s rating or the Fitch rating ofany Class A Notes that notwithstanding such direction would cause the conditions set forth inclauses (1) and (2) to be true.

“Retention Holder”: The Affiliate of the Investment Manager purchasing not lessthan 5% of the principal amount of each Class of Notes (other than the Combination Notes)issued by the Issuer on the Closing Date or the Refinancing Date, as applicable.

“Revolver Funding Account”: The account established pursuant to Section 10.4.

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“Revolving Collateral Obligation”: Any Collateral Obligation (other than aDelayed Drawdown Collateral Obligation) that is a loan (including, without limitation, revolvingloans, including funded and unfunded portions of revolving credit lines, unfunded commitmentsunder specific facilities and other similar loans and investments) that by its terms may requireone or more future advances to be made to the borrower by the Issuer; provided that any suchCollateral Obligation will be a Revolving Collateral Obligation only until all commitments tomake advances to the borrower expire or are terminated or irrevocably reduced to zero.

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

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

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

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

“Rule 17g-10”: Rule 17g-10 under the Exchange Act.

“S&P”: Standard & Poor’sS&P Global Ratings Services, a Standard & Poor’s Financial Services LLC, an S&P Global Inc. business, and any successor or successors thereto.

“S&P Industry Classification”: The industry classifications set forth in Schedule 1-B hereto, as such industry classifications shall be updated at the option of the InvestmentManager if S&P publishes revised industry classifications.

“S&P Rating”: With respect to any Collateral Obligation, the rating determinedpursuant to the methodology set forth under the heading “S&P Rating” on Schedule 6 hereto.

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

“Sale Proceeds”: All proceeds (excluding accrued interest, if any) received withrespect to Assets as a result of sales of such Assets in accordance with Article XII less anyreasonable expenses incurred by the Investment Manager, the Collateral Administrator or theTrustee (other than amounts payable as Administrative Expenses) in connection with such sales.

“Schedule of Collateral Obligations”: The schedule of Collateral Obligationsattached as Schedule 2 hereto delivered by the Investment Manager on the date hereof, whichschedule shall list each Collateral Obligation Delivered hereunder and each Collateral Obligationwith respect to which the Investment Manager on behalf of the Issuer has entered into a bindingcommitment to purchase or enter into and shall include, with respect to each such CollateralObligation, the issuer, Principal Balance, coupon/spread, the stated maturity, the Moody’sRating, the Fitch Rating, the Moody’s Industry Classification for each Collateral Obligation andthe percentage of the aggregate commitment under each Revolving Collateral Obligation andDelayed Drawdown Collateral Obligation that is funded, as amended from time to time (withoutthe consent of or any action on the part of any Person) to reflect the release of CollateralObligations pursuant to Article X hereof, the inclusion of additional Collateral Obligations

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pursuant to Section 7.18 hereof and the inclusion of additional Collateral Obligations as providedin Section 12.2 hereof.

“Scheduled Distribution”: With respect to any Asset, for each Due Date, thescheduled payment of principal and/or interest due on such Due Date with respect to such Asset,determined in accordance with the assumptions specified in Section 1.2 hereof.

“Second Lien Loan”: Any assignment of or Participation Interest in a Loan that(i) is not (and cannot by its terms become) subordinate in right of payment to any otherobligation of the obligor of the Loan but which is subordinated (with respect to liquidationpreferences with respect to pledged collateral) to a Senior Secured Loan of the obligor and (ii) issecured by a valid second-priority perfected security interest or lien in, to or on specifiedcollateral securing the obligor’s obligations under the Second Lien Loan the value of which isadequate (in the commercially reasonable judgment of the Investment Manager) to repay theLoan in accordance with its terms and to repay all other Loans of equal or higher senioritysecured by a lien or security interest in the same collateral.

“Secured Note Deferred Interest”: With respect to any specified Class ofDeferred Interest Notes, the meaning specified in Section 2.7(a).

“Secured Noteholders”: The Holders of the Secured Notes.

“Secured Notes”: The Class A Notes, the Class B Notes, the Deferred InterestNotes and the Combination Notes. For the avoidance of doubt, the Combination Notes aresecured by the Assets only to the extent of the Class C-1 Note Component.

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

“Securities Account Control Agreement”: The Securities Account ControlAgreement dated as of the Closing Date among the Issuer, the Trustee and Citibank, N.A., ascustodian.

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

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

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

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

“Selling Institution Collateral”: The meaning specified in Section 10.4.

“Senior Management Fee”: The fee payable to the Investment Manager in arrearson each Payment Date (prorated for the related Interest Accrual Period) pursuant to Section 8(a)of the Investment Management Agreement and Section 11.1 of this Indenture, in an amount

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equal to 0.20% per annum (calculated on the basis of a 360-day year and the actual number ofdays elapsed during the related Interest Accrual Period) of the Fee Basis Amount at thebeginning of the Collection Period relating to such Payment Date.

“Senior Secured Loan”: Any assignment of or Participation Interest in a Loanthat (i) unless it is a First Lien Last Out Loan, is not (and cannot by its terms become)subordinate in right of payment to any other obligation of the obligor of the Loan (other thanobligations with respect to liquidation preferences with respect to pledged collateral, tradeclaims, capitalized leases or similar obligations (to the extent permitted by the UnderlyingInstruments)), except in the case of a DIP Collateral Obligation, (ii) is secured by a validfirst-priority perfected security interest or lien in, to or on specified collateral securing theobligor’s obligations under the Loan and (iii) the value of the collateral securing the Loantogether with other attributes of the obligor (including, without limitation, its general financialcondition, ability to generate cash flow available for debt service and other demands for that cashflow) is adequate (in the commercially reasonable judgment of the Investment Manager) to repaythe Loan in accordance with its terms and to repay all other Loans of equal seniority secured by afirst lien or security interest in the same collateral.

“Similar Law”: Any federal, state, local, non-U.S. or other law or regulation thatcould cause the underlying assets of the Issuer to be treated as assets of the investor in any Note(or any interest therein) by virtue of its interest and thereby subject the Issuer or the InvestmentManager (or other persons responsible for the investment and operation of the Issuer’s assets) tolaws or regulations that are substantially similar to the fiduciary responsibility or prohibitedtransaction provisions contained in Title I of ERISA or the prohibited transaction provisions ofSection 4975 of the Code.

“Special Redemption”: The meaning specified in Section 9.6.

“Special Redemption Date”: The meaning specified in Section 9.6.

“Specified Amendment”: With respect to any Collateral Obligation that is thesubject of a credit estimate or is a private or confidential rating by Moody’s, any waiver,modification, amendment or variance that would:

modify the amortization schedule with respect to such(i)Collateral Obligation in a manner that:

reduces the Dollar amount of any Scheduled Distribution(1)by more than the greater of (x) 20% and (y) $250,000;

postpones any Scheduled Distribution by more than two(2)payment periods or eliminates a Scheduled Distribution; or

causes the Weighted Average Life of the applicable(3)Collateral Obligation to increase by more than 10%;

reduce or increase the Cash interest rate payable by the Obligor(ii)thereunder by more than 100 basis points (excluding any increase in an interest

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rate arising by operation of a default or penalty interest clause under a CollateralObligation);

extend the stated maturity date of such Collateral Obligation by(iii)more than 24 months; provided that (1) any such extension shall be deemed not tohave been made until the Business Day following the original stated maturity dateof such Collateral Obligation and (2) such extension shall not cause the WeightedAverage Life of such Collateral Obligation to increase by more than 25%;

release any party from its obligations under such Collateral(iv)Obligation, if such release would have a material adverse effect on the CollateralObligation;

reduce the principal amount thereof; or(v)

in the reasonable business judgment of the Investment Manager,(vi)have a material adverse impact on the value of such Collateral Obligation.

“Stated Maturity”: (i) With respect to any security or obligation, the maturitydate specified in such security or obligation or applicable Underlying Instrument and (ii) withrespect to the Notes of any Class, the date specified as such in Section 2.3.

“Step-Down Obligation”: An obligation or security which by the terms of therelated Underlying Instruments provides for a decrease in the per annum interest rate on suchobligation or security (other than by reason of any change in the applicable index or benchmarkrate used to determine such interest rate) or in the spread over the applicable index or benchmarkrate, solely as a function of the passage of time; provided that an obligation or security providingfor payment of a constant rate of interest at all times after the date of acquisition by the Issuershall not constitute a Step-Down Obligation.

“Step-Up Obligation”: An obligation or security which by the terms of therelated Underlying Instruments provides for an increase in the per annum interest rate on suchobligation or security, or in the spread over the applicable index or benchmark rate, solely as afunction of the passage of time; provided that an obligation or security providing for payment ofa constant rate of interest at all times after the date of acquisition by the Issuer shall notconstitute a Step-Up Obligation.

“Structured Finance Obligation”: Any obligation secured directly by, referencedto, or representing ownership of, a pool of receivables or other financial assets of any obligor,including Repack Obligations, collateralized debt obligations and mortgage-backed securities.

“Subordinated Management Fee”: The fee payable to the Investment Manager inarrears on each Payment Date (prorated for the related Interest Accrual Period) pursuant toSection 8(a) of the Investment Management Agreement and Section 11.1 of this Indenture, in anamount equal to 0.25% per annum (calculated on the basis of a 360-day year and the actualnumber of days elapsed during the related Interest Accrual Period)) of the Fee Basis Amount atthe beginning of the Collection Period relating to such Payment Date.

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“Subordinated Note Component”: The component of the Combination Notesinitially consisting of U.S.$5,000,000 in Aggregate Outstanding Amount of Subordinated Notes.

“Subordinated Notes”: The Subordinated Notes issued pursuant to this Indentureand having the characteristics specified in Section 2.3. Except where otherwise indicated,references to “Subordinated Notes” shall be deemed to include the Combination Notes to theextent of the Subordinated Note Component. The initial principal amount of the SubordinatedNote Component of the Combination Notes is included in (and is not in addition to) the initialprincipal amount of the Subordinated Notes.

“Subordinated Notes Internal Rate of Return”: An annualized internal rate ofreturn on the Subordinated Notes (computed using the “XIRR” function in Microsoft® Excel2002 or an equivalent function in another software package), stated on a per annum basis, for thefollowing cash flows, assuming all Subordinated Notes were purchased on the Closing Date forU.S.$46,500,000 (100% of the aggregate principal amount thereof):

each distribution of Interest Proceeds made to the Holders of the(i)Subordinated Notes on any prior Payment Date and, to the extent necessary toreach the applicable Subordinated Notes Internal Rate of Return, the currentPayment Date;

each distribution of Principal Proceeds made to the Holders of the(ii)Subordinated Notes on any prior Payment Date and, to the extent necessary toreach the applicable Subordinated Notes Internal Rate of Return, the currentPayment Date; and

each Contribution made by a Contributor on any prior Payment(iii)Date of Interest Proceeds that would otherwise have been distributed to suchContributor pursuant to clause (SU) or clause (TV) of Section 11.1(a)(i), and tothe extent necessary to reach the applicable Subordinated Notes Internal Rate ofReturn, the current Payment Date.

“Subsequent Delivery Date”: The settlement date with respect to the Issuer’sacquisition of a Collateral Obligation to be pledged to the Trustee after the Closing Date.

“Substitute Obligation”: A Collateral Obligation acquired with UnscheduledPrincipal Payments or Principal Proceeds from sales of Credit Risk Obligations, in each caseafter the Reinvestment Period.

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

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

“Supplemental Reserve Account”: The trust account established pursuant toSection 10.3(e).

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“Surrendered Notes”: Any Notes or beneficial interests in Notes tendered by anyHolder or beneficial owner, respectively, for cancellation by the Trustee in accordance withSection 2.9 without receiving any payment.

“Swapped Non-Discount Obligation”: Any Collateral Obligation that wouldotherwise be considered a Discount Obligation, but that is purchased with the proceeds of a saleof a Collateral Obligation that was not a Discount Obligation at the time of its purchase, andwhich will not be considered a Discount Obligation so long as such purchased CollateralObligation (i) is purchased or committed to be purchased within 20 Business Days of such sale,(ii) is purchased at a price (expressed as a percentage of par) that is equal to or greater than thesale price of the sold Collateral Obligation, (iii) is purchased at a price that is equal to or greaterthan 50% of its Principal Balance, and (iv) to the extent rated by a Rating Agency that also ratedthe sold Collateral Obligation, has a rating from such Rating Agency equal to or greater than therating of such sold Collateral Obligation; provided that (x) to the extent the Aggregate PrincipalBalance of Swapped Non-Discount Obligations exceeds 5.0% of the Collateral PrincipalAmount, such excess shall not constitute Swapped Non-Discount Obligations; (y) to the extentthe Aggregate Principal Balance of all Collateral Obligations that have constituted SwappedNon-Discount Obligations (measured cumulatively since the ClosingRefinancing Date) exceeds10.0% of the Collateral Principal Amount, such excess shall not constitute SwappedNon-Discount Obligations; and (z) such Collateral Obligation shall cease to be a SwappedNon-Discount Obligation (other than for the purpose of calculating the cumulative percentage setforth in clause (y) above, for which, for the avoidance of doubt, such Collateral Obligation shallstill be considered a Swapped Non-Discount Obligation) at such time as such CollateralObligation would no longer otherwise be considered a Discount Obligation.

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

“Target Initial Par Amount”: U.S.$500,000,000.499,000,000.

“Target Initial Par Condition”: A condition satisfied as of the Effective Date ifthe Aggregate Principal Balance of Collateral Obligations that are held by the Issuer and that theIssuer has committed to purchase on such date, together with, without duplication, the amount ofany proceeds of prepayments, maturities or redemptions of Collateral Obligations purchased bythe Issuer prior to such date (other than any such proceeds that have been reinvested, orcommitted to be reinvested, in Collateral Obligations held by the Issuer on the Effective Date),will equal or exceed the Target Initial Par Amount; provided that for purposes of this definition,any Collateral Obligation that becomes a Defaulted Obligation prior to the Effective Date shallbe treated as having a Principal Balance equal to its Moody’s Collateral Value.

“Tax”: Any tax, levy, impost, duty, charge, deduction, withholding or assessmentof any nature (including interest, penalties and additions thereto) imposed by any governmentaltaxing authority.

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“Tax Event”: An event that occurs as of any date of determination if on or priorto the next Payment Date following such date of determination (i)(1) one or more Obligors underany Collateral Obligations or Eligible Investments are required to deduct or withhold from anypayments under such Collateral Obligations or Eligible Investments to the Issuer for or onaccount of any Tax (other than withholding taxes imposed on commitment fees, amendmentfees, waiver fees, consent fees, or similar fees, in each case to the extent that such withholdingtaxes do not exceed 30% of the amount of such fees) for whatever reason and such Obligor is notrequired to pay to the Issuer such additional amount as is necessary to ensure that the net amountactually received by the Issuer (free and clear of Taxes, whether assessed against such Obligor orthe Issuer) will equal the full amount that the Issuer would have received had no such deductionor withholding occurred and (2) the total amount of such deductions or withholdings on suchCollateral Obligations or Eligible Investments results in a payment by, or charge or tax burdento, the Issuer that results or will result in the withholding of 5% or more of ScheduledDistributions for any Collection Period, or (ii) any jurisdiction imposes net income, profits orsimilar Tax on the Issuer in an aggregate amount in any Collection Period in excess ofU.S.$1,000,000.

“Tax Guidelines”: The guidelines set forth in Annex A of the InvestmentManagement Agreement.

“Tax Jurisdiction”: (a) The Bahamas, Bermuda, the British Virgin Islands, theCayman Islands, the Channel Islands, Luxembourg, Jersey, Singapore, Curacao, St. Maarten orthe Netherlands Antilles so long as each such jurisdiction is rated at least “Aa3” by Moody’s and(b) upon satisfaction of the Moody’s Rating Condition with respect to the treatment of anotherjurisdiction as a Tax Jurisdiction, such other jurisdiction.

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

“Trading Plan”: The meaning specified in Section 1.2(i).

“Trading Plan Period”: The meaning specified in Section 1.2(i).

“Transaction Documents”: This Indenture, the Securities Account ControlAgreement, the Investment Management Agreement, the Collateral Administration Agreement,the Registered Office Agreement and the Administration Agreement.

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

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

“Trust Officer”: When used with respect to the Trustee (and the Bank in othercapacities), any Officer within the Corporate Trust Office (or any successor group of theTrustee) including any director, vice president, assistant vice president, associate or other officercustomarily performing functions similar to those performed by such officers or to whom anycorporate trust matter is referred at the Corporate Trust Office because of such person’s

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knowledge of and familiarity with the particular subject and, in each case, having directresponsibility for the administration of this transaction.

“Trustee”: Citibank, N.A., in its capacity as Trustee under this Indenture, and anysuccessor thereto.

“U.S. Person” and “U.S. person”: A “U.S. person” as defined in Rule 902(k) ofRegulation S.

“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 therelevant security interest as amended from time to time.

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

“Underlying Instrument”: The indenture or other agreement pursuant to which anAsset has been issued or created and each other agreement that governs the terms of or securesthe obligations represented by such Asset or of which the holders of such Asset are thebeneficiaries.

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

“Unsalable Asset”: (i) any security or debt obligation that is part of the Assets, inrespect of which the Issuer has not received a payment in Cash during the preceding 12 monthsor (ii) any Collateral Obligation identified in the certificate of the Investment Manager as havinga Market Value of less than U.S.$1,000, in each case of (i) and (ii) with respect to which theInvestment Manager certifies to the Trustee (with notice to the Collateral Administrator) that (1)it has made commercially reasonable efforts to dispose of such Asset for at least 90 days and (2)in its commercially reasonable judgment such Asset is not expected to be saleable for theforeseeable future.

“Unscheduled Principal Payments”: As identified by the Investment Manager tothe Trustee and Collateral Administrator, all Principal Proceeds received in respect of CollateralObligations from optional or nonscheduled mandatory redemptions or amortizations, exchangeoffers, tender offers or other payments made at the option of the issuer thereof or that areotherwise not scheduled to be made.

“Unsecured Loan”: An unsecured Loan which is not (and by its terms is notpermitted to become) subordinate in right of payment to any other debt for borrowed moneyincurred by the obligor under such Loan.

“U.S. Risk Retention Regulations”: The joint final regulations implementing thecredit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform andConsumer Protection Act, as amended from time to time, adopted by six federal agencies (theFederal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Boardof Governors of the Federal Reserve System, the Securities and Exchange Commission, the

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Department of Housing and Urban Development, and the Federal Housing Finance Agency) onOctober 21st and 22nd, 2014, which will become effective on December 24, 2016.

“Volcker Rule”: Section 619 of the Dodd-Frank Wall Street Reform andConsumer Protection Act, as amended from time to time, and the rules promulgated thereunder.

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

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

an amount equal to the Aggregate Principal Balance (including for(ii)this purpose any capitalized interest) of all Fixed Rate Obligations as of suchMeasurement Date;

provided that, if such quotient is less than the Minimum Weighted Average Coupon, an amountequal to the Excess Weighted Average Floating Spread shall be added to such quotient.

“Weighted Average Floating Spread”: As of any Measurement Date the quotientobtained by dividing: (i) the amount equal to (1) the Aggregate Funded Spread plus (2) theAggregate Unfunded Spread plus (3) the Aggregate Excess Funded Spread, by (ii) an amountequal to the lesser of (1) the Reinvestment Target Par Balance and (2) an amount equal to theAggregate Principal Balance (including for this purpose any capitalized interest) of all FloatingRate Obligations as of such Measurement Date; provided that, if the quotient obtained above isless than the Minimum Floating Spread, an amount equal to the Excess Weighted AverageCoupon shall be added to such quotient.

“Weighted Average Life”: As of any Measurement Date with respect to allCollateral Obligations other than Defaulted Obligations, the number of years following such dateobtained by summing the products obtained by multiplying:

the Average Life at such time of each such Collateral Obligation,(i)by

the outstanding Principal Balance of such Collateral Obligation,(ii)and dividing such sum by:

the aggregate remaining principal balance at such time of all(iii)Collateral Obligations other than Defaulted Obligations.

For the purposes of the foregoing, the “Average Life” is, on any MeasurementDate with respect to any Collateral Obligation, the quotient obtained by dividing (1) the sum ofthe products of (A) the number of years (rounded to the nearest one hundredth thereof) fromsuch date of determination to the respective dates of each successive Scheduled Distribution ofprincipal of such Collateral Obligation and (B) the respective amounts of principal of suchScheduled Distributions by (2) the sum of all successive Scheduled Distributions of principal onsuch Collateral Obligation; provided that, if the Collateral Principal Amount exceeds the

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Reinvestment Target Par Balance, Collateral Obligations equal to such excess shall be excluded from such calculation (by excluding Collateral Obligations in order of longest Average Life.

“Weighted Average Life Test”: A test satisfied as of any Measurement Date ifthe Weighted Average Life as of such Measurement Date is less than or equal to (A) 8.00 minus(B) the product of (i) 0.25 and (ii) the number of full three-month periods elapsed since theClosing Date.

“Weighted Average Moody’s Rating Factor”: The number (rounded up to thenearest whole number) determined by:

summing the products of (A) the Principal Balance of each(i)Collateral Obligation (excluding Equity Securities) multiplied by (B) theMoody’s Rating Factor of such Collateral Obligation (as described below) and

dividing such sum by the outstanding Principal Balance of all such(ii)Collateral Obligations.

“Weighted Average Moody’s Recovery Rate”: As of any Measurement Date, thenumber, expressed as a percentage, obtained by summing the product of the Moody’s RecoveryRate on such Measurement Date of each Collateral Obligation and the Principal Balance of suchCollateral Obligation, dividing such sum by the Aggregate Principal Balance of all suchCollateral Obligations and rounding up to the first decimal place.

“Zero Coupon Bond”: Any debt security that by its terms (i) does not bearinterest for all or part of the remaining period that it is outstanding, (ii) provides for periodicpayments of interest in Cash less frequently than semi-annually or (iii) pays interest only at itsstated maturity.

Assumptions as to Assets. In connection with all calculationsSection 1.2required to be made pursuant to this Indenture with respect to Scheduled Distributions on anyAsset, or any payments on any other assets included in the Assets, with respect to the sale of andreinvestment in Collateral Obligations, and with respect to the income that can be earned onScheduled Distributions on such Assets and on any other amounts that may be received fordeposit 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 iscovered by this Section 1.2, whether or not reference is specifically made to Section 1.2, unlesssome other method of calculation or determination is expressly specified in the particularprovision.

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

For purposes of calculating the Coverage Tests and the Interest Diversion(b)Test, except as otherwise specified in the Coverage Tests and the Interest Diversion Test, such

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calculations will not include scheduled interest and principal payments on Defaulted Obligationsunless or until such payments are actually made.

For each Collection Period and as of any date of determination, the(c)Scheduled Distribution on any Asset (other than a Defaulted Obligation, which, except asotherwise provided herein, shall be assumed to have a Scheduled Distribution of zero) shall bethe sum of (i) the total amount of payments and collections to be received during such CollectionPeriod in respect of such Asset (including the proceeds of the sale of such Asset received and, inthe case of sales which have not yet settled, to be received during the Collection Period and notreinvested in additional Collateral Obligations or Eligible Investments or retained in theCollection Account for subsequent reinvestment pursuant to Section 12.2) that, if received asscheduled, will be available in the Collection Account at the end of the Collection Period and (ii)any such amounts received by the Issuer in prior Collection Periods that were not disbursed on aprevious Payment Date.

Each Scheduled Distribution receivable with respect to an Asset shall be(d)assumed to be received on the applicable Due Date, and each such Scheduled Distribution shallbe assumed to be immediately deposited in the Collection Account to earn interest at theAssumed Reinvestment Rate. All such funds shall be assumed to continue to earn interest untilthe date on which they are required to be available in the Collection Account for application, inaccordance with the terms hereof, to payments of principal of or interest on the Secured Notes,distributions on the Subordinated Notes or other amounts payable pursuant to this Indenture. Forpurposes of the applicable determinations required by Section 10.6(b)(iv), Article XII and thedefinition of “Interest Coverage Ratio”, the expected interest on the Secured Notes and FloatingRate Obligations will be calculated using the then current interest rates applicable thereto.

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

For purposes of calculating all Concentration Limitations, in both the(f)numerator and the denominator of any component of the Concentration Limitations, DefaultedObligations will be treated as having a Principal Balance equal to zero.

If a Collateral Obligation included in the Assets would be deemed a(g)Current Pay Obligation but for the applicable percentage limitation in the proviso to clause (ix)of the proviso to the definition of “Defaulted Obligation”, then the Current Pay Obligations withthe lowest Market Value (assuming that such Market Value is expressed as a percentage of thePrincipal Balance of such Current Pay Obligations as of the date of determination) shall bedeemed Defaulted Obligations. Each such Defaulted Obligation will be treated as a DefaultedObligation for all purposes until such time as the Aggregate Principal Balance of Current PayObligations would not exceed, on a pro forma basis including such Defaulted Obligation, theapplicable percentage of the Collateral Principal Amount.

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Except where expressly referenced herein for inclusion in such(h)calculations, Defaulted Obligations will not be included in the calculation of the CollateralQuality Test.

For purposes of calculating compliance with the Investment Criteria and(i)the Post-Reinvestment Period Investment Criteria (other than clauses (iv) and (v) of thePost-Reinvestment Period Investment Criteria), at the election of the Investment Manager in itssole discretion, any proposed investment (whether a single Collateral Obligation or a group ofCollateral Obligations) identified by the Investment Manager as such at the time whencompliance with the Investment Criteria is required to be calculated (a “Trading Plan”) may beevaluated after giving effect to all sales and reinvestments proposed to be entered into within 15Business Days following the date of determination of such compliance (such period, the“Trading Plan Period”); provided that (i) no Trading Plan may result in the purchase ofCollateral Obligations having an Aggregate Principal Balance that exceeds 5.0% of theCollateral Principal Amount as of the first day of the Trading Plan Period, (ii) a Trading PlanPeriod may not end in a different Collection Period from the one in which it started, (iii) no morethan one Trading Plan may be in effect at any time during a Trading Plan Period and (iv) theaverage purchase price of a single Collateral Obligation or a group of Collateral Obligations, ineach case purchased pursuant to a Trading Plan, shall not be used for purposes of determiningcompliance with the Investment Criteria; provided, further, that the Investment Manager shallnotify Fitch, Moody’s and the Collateral Administrator of the commencement of any TradingPlan Period and any Collateral Obligations covered in such Trading Plan.

For purposes of calculating compliance with the Investment Criteria, upon(j)the direction of the Investment Manager by written notice to the Trustee and the CollateralAdministrator, any Eligible Investment representing Principal Proceeds received upon the maturity, redemption, sale or other disposition of a Collateral Obligation may be deemed to havethe characteristics of such Collateral Obligation until reinvested in an additional CollateralObligation. Such calculations shall be based upon the principal amount of such CollateralObligation, except in the case of Defaulted Obligations and Credit Risk Obligations, in whichcase the calculations will be based upon the Principal Proceeds received on the sale or otherdisposition of such Defaulted Obligation or Credit Risk Obligation.

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

For purposes of calculating clause (i) of the Concentration Limitations, the(l)amounts on deposit in the Collection Account and the Ramp-Up Account (including EligibleInvestments therein) representing Principal Proceeds shall each be deemed to be a Floating RateObligation that is a Senior Secured Loan.

For purposes of calculating compliance with each of the Concentration(m)Limitations all calculations will be rounded to the nearest 0.1%. All other calculations, unlessotherwise set forth herein or the context otherwise requires, shall be rounded to the nearest

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ten-thousandth if expressed as a percentage, and to the nearest one-hundredth if expressedotherwise.

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

If withholding tax is imposed on (i) any amendment, waiver, consent or(o)extension fees or (ii) commitment fees or other similar fees in respect of Revolving CollateralObligations and Delayed Drawdown Collateral Obligations, the calculations of the WeightedAverage Floating Spread, the Weighted Average Coupon and the Interest Coverage Test (and allcomponent calculations of such calculations and tests, including when such a componentcalculation is calculated independently), as applicable, shall be made on a net basis after takinginto account such withholding, unless the Obligor is required to make “gross-up” payments tothe Issuer that cover the full amount of any such withholding tax on an after-tax basis pursuant tothe Underlying Instrument with respect thereto.

Any reference in this Indenture to an amount of the Trustee’s or the(p)Collateral Administrator’s fees calculated with respect to a period at a per annum rate shall becomputed on the basis of a 360-day year of twelve 30-day months prorated for the relatedInterest Accrual Period and shall be based on the Fee Basis Amount.

To the extent of any ambiguity in the interpretation of any definition or(q)term contained in this Indenture or to the extent more than one methodology can be used to makeany of the determinations or calculations set forth herein, the Investment Manager may direct theCollateral Administrator, or the Collateral Administrator may request direction from theInvestment Manager as to the interpretation and/or methodology to be used, in either case, andthe Collateral Administrator shall follow such direction, and together with the Trustee, shall beentitled to conclusively rely thereon without any responsibility or liability therefor.

For purposes of calculating compliance with any tests hereunder(r)(including the Target Initial Par Condition, Collateral Quality Test and ConcentrationLimitations), the trade date (and not the settlement date) with respect to any acquisition ordisposition of a Collateral Obligation or Eligible Investment shall be used to determine whetherand when such acquisition or disposition has occurred.

The equity interest in any Issuer Subsidiary permitted under Section 7.17(s)and each asset of any such Issuer Subsidiary shall be deemed to constitute an Asset and bedeemed to be a Collateral Obligation (or, if such asset would constitute an Equity Security ifacquired and held by the Issuer, an Equity Security) for all purposes of this Indenture and eachreference to Assets, Collateral Obligations and Equity Securities herein shall be construedaccordingly. Any future anticipated tax liabilities of an Issuer Subsidiary related to an IssuerSubsidiary Asset held by such Issuer Subsidiary shall be excluded from the calculation of theWeighted Average Floating Spread, Weighted Average Coupon (which exclusion, for theavoidance of doubt, may result in such Issuer Subsidiary Asset having a negative interest ratespread or coupon for purposes of such calculations) and the Interest Coverage Ratio with respectto any specified Class or Classes of Secured Notes.

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For all purposes (including calculation of the Coverage Tests), the(t)principal balance of a Revolving Collateral Obligation or a Delayed Drawdown CollateralObligation will include all unfunded commitments that have not been irrevocably reduced orwithdrawn.

ARTICLE II

THE NOTES

Forms Generally. The Notes and the Trustee’s or AuthenticatingSection 2.1Agent’s certificate of authentication thereon (the “Certificate of Authentication”) shall be insubstantially the forms required by this Section, with such appropriate insertions, omissions,substitutions and other variations as are required or permitted by this Indenture, and may havesuch letters, numbers or other marks of identification and such legends or endorsements placedthereon, as may be consistent herewith, determined by the Authorized Officers of the ApplicableIssuers executing such Notes as evidenced by their execution of such Notes. Any portion of thetext of any such Note may be set forth on the reverse thereof, with an appropriate referencethereto on the face of such Note.

Forms of Notes. (a) The forms of the Notes, including the formsSection 2.2of Non-Clearing Agency Securities, Regulation S Global Notes and Rule 144A Global Notes,shall be as set forth in the applicable part of Exhibit A hereto.

Regulation S Global Notes, Rule 144A Global Notes, Non-Clearing (b)Agency Securities.

The Notes of each Class sold to persons who are not U.S. persons in(i)offshore transactions in reliance on Regulation S shall each be issued initially in the formof one permanent global note per Class in definitive, fully registered form withoutinterest coupons substantially in the applicable form attached as Exhibit A1, Exhibit A2,Exhibit A3, Exhibit A4, Exhibit A5, Exhibit A6 or Exhibit A7 hereto (each, a“Regulation S Global Note”), and shall be deposited on behalf of the subscribers for suchNotes represented thereby with the Trustee as custodian for, and registered in the name ofa nominee of, DTC for the respective accounts of Euroclear and Clearstream, dulyexecuted by the Applicable Issuers and authenticated by the Trustee as hereinafterprovided.

The Notes of each Class sold to persons that are QIB/QPs shall each be(ii)issued initially in the form of one permanent global note per Class in definitive, fullyregistered form without interest coupons substantially in the applicable form attached asExhibit A1, Exhibit A2, Exhibit A3, Exhibit A4, Exhibit A5, Exhibit A6 or Exhibit A7hereto (each, a “Rule 144A Global Note”) and shall be deposited on behalf of thesubscribers for such Notes represented thereby with the Trustee as custodian for, andregistered in the name of a nominee of, DTC, duly executed by the Applicable Issuersand authenticated by the Trustee as hereinafter provided. The Secured Notes (other thanCombination Notes) sold to persons that are IAI/QPs shall be issued in the form of

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definitive, fully registered notes without coupons substantially in the form attached asExhibit A8 hereto (each, a “Certificated Secured Note”) which shall be registered in thename of the beneficial owner or a nominee thereof, duly executed by the Issuer andauthenticated by the Trustee as hereinafter provided. The Combination Notes andSubordinated Notes sold to any Institutional Accredited Investors or persons that areAccredited Investors and either Qualified Purchasers or Knowledgeable Employees withrespect to the Issuer or the Investment Manager (or a corporation, partnership, limitedliability company or other entity (other than a trust), each shareholder, partner, memberor other equity owner of which is either a Qualified Purchaser or a KnowledgeableEmployee with respect to the Issuer or the Investment Manager), and any CombinationNotes or Subordinated Notes transferable to the beneficial owners thereof pursuant toSection 2.10, shall be issued in (a) certificated, fullyregistered form without interestcoupons or (b) uncertificated, fully registered form evidenced by entry in the Register(other than in the name of a Clearing Agency or its nominee) (each, a “Non-Clearing Agency Security”), which shall be registered in the name of the beneficial owner or anominee thereof. Certificates representing Non-Clearing Agency Securities will beissued, at the expense of the Applicable Issuer, only upon request of the Holder and, ifissued, will be duly executed by the Applicable Issuer, authenticated by the Trustee andwill bear the legends set forth in the applicable Exhibit A9 hereto. If a Certificate is notbeing issued, the Registrar will provide to the beneficial owner promptly after theregistration of the Non-Clearing Agency Security in the Register by the Registrar aconfirmation of registration, substantially in the form of Exhibit G hereto (each, a“Confirmation of Registration”).

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

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

The provisions of the “Operating Procedures of the Euroclear System” ofEuroclear 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 areheld 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 anyGlobal Notes held on their behalf by the Trustee, as custodian for DTC and DTC may be treatedby the Applicable Issuer, the Trustee, and any agent of the Applicable Issuer or the Trustee asthe absolute owner of such Note for all purposes whatsoever. Notwithstanding the foregoing,nothing herein shall prevent the Applicable Issuer, the Trustee, or any agent of the ApplicableIssuer or the Trustee, from giving effect to any written certification, proxy or other authorizationfurnished by DTC or impair, as between DTC and its Agent Members, the operation ofcustomary practices governing the exercise of the rights of a Holder of any Note.

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Authorized Amount; Stated Maturity; Denominations. TheSection 2.3aggregate principal amount of Secured Notes and Subordinated Notes that may be authenticatedand delivered under this Indenture is limited to U.S.$506,500,000516,500,000 aggregateprincipal amount of Notes (except for (i) Secured Note Deferred Interest with respect to theDeferred Interest Notes, (ii) Notes authenticated and delivered upon registration of transfer of, orin exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 ofthis Indenture or (iii) additional notes issued in accordance with Section 2.12 and Section 3.2);provided that the aggregate principal amount of the Combination Notes is included in (and is notin addition to) the original principal amount of the Combination Note Components.

SuchThe Notes issued on the Closing Date shall be divided into the Classes,having the designations, original principal amounts and other characteristics as follows:

DesignationClass ANotes

Class BNotes

Class C-1Notes

Class C-2Notes

Class DNotes

Class ENotes

CombinationNotes

SubordinatedNotes

Status after Refinancing Date

Redeemed Redeemed Redeemed Redeemed Redeemed Redeemed Redeemed Outstanding

Type SeniorSecured

Floating Rate

SeniorSecured

Floating Rate

DeferrableMezzanine

Floating Rate

DeferrableMezzanine

Floating Rate

DeferrableMezzanine

Floating Rate

DeferrableMezzanine

Floating Rate

Combination Subordinated

Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer IssuerInitial Principal

Amount(U.S.$)

$320,000,000 $60,000,000 $11,579,000 $18,171,000 $25,250,000 $25,000,000 $16,000,000(1) $46,500, 000

ExpectedMoody’s InitialRating “Aaa(sf)” “Aa2(sf)” “A2(sf)” “A2(sf)” “Baa3(sf)” “Ba3(sf)” “A3(sf)”(2) N/A

Expected FitchInitial Rating “AAAsf” N/A N/A N/A N/A N/A N/A N/A

Interest Rate(3) LIBOR +1.50%

LIBOR +2.25%

LIBOR +3.10%

LIBOR +3.00%

LIBOR +4.05%

LIBOR +6.35%

(4)

N/AInterest

DeferrableNo No Yes Yes Yes Yes (5) N/A

StatedMaturity

PaymentDate in

January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028

Payment Datein January

2028

Payment Datein January

2028Minimum

Denominations(U.S.$)(IntegralMultiples)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1) $250,000 ($1)

$250,000(6)

($1)

Ranking PriorityClass(es)

None A A, B A, B A, B, C A, B, C, D (5)

A-R, B-R,C-R, D-R,

E-R, FPari Passu

Class(es)None None C-2 C-1 None None (5) None

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DesignationClass ANotes

Class BNotes

Class C-1Notes

Class C-2Notes

Class DNotes

Class ENotes

CombinationNotes

SubordinatedNotes

Junior Class(es) B, C, D, E,Subordinated

C, D, E,Subordinated

D, E,Subordinated

D, E,Subordinated

E,Subordinated

Subordinated (5) None

Form Book-Entry(Physical for

IAIs)

Book-Entry(Physical for

IAIs)


IAIs)


IAIs)


IAIs)


IAIs)

Book-Entry(Physical forAccreditedInvestors)

Book-Entry(Physical forAccreditedInvestors)

(1) The original principal amount of the Combination Notes reflects an interest in $11,000,000 in principal amountof Class C-1 Notes constituting the Class C-1 Note Component and $5,000,000 in principal amount ofSubordinated Notes constituting the Subordinated Note Component. The original principal amount of the ClassC-1 Note Component and the Subordinated Note Component is, in each case, included in (and is not in additionto) the original principal amount of the Class C-1 Notes and Subordinated Notes, respectively. Thus, (x) theaggregate principal amount of the Class C-1 Notes and the Class C-1 Note Component shall not exceed theprincipal amount shown above for the Class C-1 Notes and (y) the aggregate principal amount of theSubordinated Notes and the Subordinated Note Component shall not exceed the principal amount shown abovefor the Subordinated Notes.

(2) Such rating addresses the ultimate return of the Combination Note Rated Balance.

(3) LIBOR shall be calculated in accordance with the definition of LIBOR set forth in Exhibit C hereto. Thespread over LIBOR (and in the case of the Fixed Rate Notes, the interest rate) with respect to any Class ofSecured Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes,subject to the conditions set forth in Section 9.7.

(4) The Combination Notes shall not bear interest at a stated rate, but shall be entitled to receive interest withrespect to the Class C-1 Notes comprising the Class C-1 Note Component. The Class C-1 Note Component ofthe Combination Notes shall receive interest at the same Interest Rate as the Class C-1 Notes representedthereby on the principal amount outstanding of the Class C-1 Notes. The Subordinated Note Component of theCombination Notes shall receive distributions in respect of the Subordinated Notes represented thereby inaccordance with the Priority of Payments and this Indenture.

(5) Holders of the Combination Notes are entitled to all of the payment, distribution, redemption, voting andconsent rights of holders of the Class C-1 Notes and the Subordinated Notes as determined by reference to theprincipal amount outstanding of (x) the Class C-1 Notes represented by the Class C-1 Note Component held bysuch holder compared with the principal amount outstanding of all Class C-1 Notes (including thoserepresented by the Class C-1 Note Component) and (y) the Subordinated Notes represented by theSubordinated Note Component held by such holder compared with the principal amount outstanding of allSubordinated Notes (including those represented by the Subordinated Note Component).

(6) The minimum denomination of the Subordinated Notes shall be U.S.$25,000 for (a) Knowledgeable Employeeswith respect to the Issuer or the Investment Manager and (b) transferees purchasing a Non-Clearing AgencySecurity originally issued to a Knowledgeable Employee with respect to the Issuer or the Investment Manager.

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The Refinancing Notes issued on the Refinancing Date shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows:

DesignationClass A-R

NotesClass B-R

NotesClass C-1-R

NotesClass C-2-R

NotesClass D-R

NotesClass E-R

NotesClass F Notes

Type Senior Secured

Floating Rate

Senior Secured Floating Rate

Deferrable Mezzanine

Floating Rate


Floating Rate


Floating Rate


Floating Rate


Floating RateIssuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer IssuerInitial Principal

Amount (U.S.$) $335,000, 000 $45,000,000 $11,579,000 $18,171,000 $25,250,000 $25,000,000 $10,000,000

Expected Moody’s Initial Rating “Aaa (sf)” “Aa2 (sf)” “A2 (sf)” “A2 (sf)” “Baa3 (sf)” “Ba3 (sf)” “B3 (sf)”

Expected Fitch Initial Rating “AAAsf” N/A N/A N/A N/A N/A N/A

Interest Rate(3) LIBOR + 0.80% LIBOR + 1.20%

LIBOR + 1.60%

LIBOR + 1.60%

LIBOR + 2.15%

LIBOR + 5.00%

LIBOR + 6.50%

Interest Deferrable

No No Yes Yes Yes Yes Yes

Stated Maturity

Payment Date in January 2028

Payment Date in January 2028

Payment Date in

January 2028

Payment Date in

January 2028

Payment Date in

January 2028

Payment Date in

January 2028

Payment Date in

January 2028Minimum

Denominations (U.S.$) (Integral Multiples)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

Ranking Priority Class(es)

None A-R A-R, B-R A-R, B-RA-R, B-R,

C-RA-R, B-R, C-R, D-R

A-R, B-R, C-R, D-R,

E-RPari Passu

Class(es) None None C-2-R C-1-R None None None

Junior Class(es) B-R, C-R, D-R, E-R, F, Subordinated

C-R, D-R, E-R, F,

Subordinated

D-R, E-R, F, Subordinated

D-R, E-R, F, Subordinated

E-R, F, Subordinated

F, Subordinated

Subordinated

Form Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry Book-Entry

(1) LIBOR shall be calculated in accordance with the definition of LIBOR set forth in Exhibit C hereto. The spread over LIBOR (and in the case of the Fixed Rate Notes, the interest rate) with respect to any Class of Secured Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes, subject to the conditions set forth in Section 9.7.

The Secured Notes shall be issued in Minimum Denominations of U.S.$250,000and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued inMinimum Denominations of U.S.$250,000 (provided that the Minimum Denomination shall beU.S.$25,000 for (a) Knowledgeable Employees with respect to the Issuer or the InvestmentManager and (b) transferees purchasing a Non-Clearing Agency Security originally issued to aKnowledgeable Employee with respect to the Issuer or the Investment Manager) and integral

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multiples of U.S.$1.00 in excess thereof. The Notes shall only be transferred or resold incompliance with the terms of this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shallSection 2.4be executed on behalf of each of the Applicable Issuers by one of their respective AuthorizedOfficers. The signature of such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signatures of individuals who were at anytime the Authorized Officers of the Applicable Issuer, shall bind the Issuer and the Co-Issuer, asapplicable, notwithstanding the fact that such individuals or any of them have ceased to holdsuch offices prior to the authentication and delivery of such Notes or did not hold such offices atthe date of issuance of such Notes.

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

Each Note authenticated and delivered by the Trustee or the Authenticating Agentupon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notesthat are authenticated and delivered after the Closing Date for any other purpose under thisIndenture shall be dated the date of their authentication.

Notes issued upon transfer, exchange or replacement of other Notes shall beissued in authorized denominations reflecting the original Aggregate Outstanding Amount of theNotes so transferred, exchanged or replaced, but shall represent only the current Outstandingprincipal amount of the Notes so transferred, exchanged or replaced. In the event that any Noteis divided into more than one Note in accordance with this Section 2.4, the original principalamount of such Note shall be proportionately divided among the Notes delivered in exchangetherefor and shall be deemed to be the original aggregate principal amount of such subsequentlyissued Notes. In connection with any such sale or transfer of a portion of a Combination Note,(i) each resulting Combination Note will represent an interest in a Class C-1 Note Componentand a Subordinated Note Component in the same proportion as the Permissible Ratio and (ii) theface amount of each resulting Combination Note will equal the sum of (A) the principal amountof the Class C-1 Note Component of such resulting Combination Note plus (B) the principalamount of the Subordinated Note Component of such resulting Combination Note.

No Note shall be entitled to any benefit under this Indenture or be valid orobligatory 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 AuthenticatingAgent by the manual signature of one of their Authorized Officers, and such certificate upon anyNote shall be conclusive evidence, and the only evidence, that such Note has been dulyauthenticated and delivered hereunder.

Registration, Registration of Transfer and Exchange. (a) TheSection 2.5Issuer shall cause the Notes to be Registered and shall cause to be kept a register (the “Register”)

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at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe,the Issuer shall provide for the registration of Notes and the registration of transfers of Notes.The Trustee is hereby initially appointed as registrar (the “Registrar”) for the purpose ofmaintaining the Register and registering Notes and transfers of such Notes in the Register. Uponany resignation or removal of the Registrar, the Issuer shall promptly appoint a successor. Theresignation or removal of the Registrar shall not be effective until a successor has accepted itsappointment as such.

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

Subject to this Section 2.5, upon surrender for registration of transfer of anyNotes at the office or agency of the Co-Issuers to be maintained as provided in Section 7.2, theApplicable Issuers shall execute, and the Trustee shall authenticate and deliver, in the name ofthe designated transferee or transferees, one or more new Notes of any authorized MinimumDenomination and of a like aggregate principal amount. At any time, the Initial Purchaser mayrequest a list of Holders from the Trustee.

At the option of the Holder, Notes may be exchanged for Notes of like terms, inany authorized Minimum Denominations and of like aggregate principal amount, upon surrenderof the Notes to be exchanged at such office or agency. Whenever any Note is surrendered forexchange, the Applicable Issuers 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 orexchange of Notes shall be the valid obligations of the Applicable Issuers, evidencing the samedebt (to the extent they evidence debt), and entitled to the same benefits under this Indenture asthe Notes surrendered upon such registration of transfer or exchange.

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

No service charge shall be made to a Holder for any registration of transfer orexchange of Notes, but the Co-Issuers, the Registrar or the Trustee may require payment of a

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sum sufficient to cover any tax or other governmental charge payable in connection therewith.The Registrar or the Trustee shall be permitted to request such evidence reasonably satisfactoryto it documenting the identity and/or signatures of the transferor and transferee.

No Note may be sold or transferred (including, without limitation, by(b)pledge or hypothecation) unless such sale or transfer is exempt from the registration orqualification requirements of the Securities Act, is exempt from the registration requirementsunder applicable state and foreign securities laws and will not cause either of the Co-Issuers tobecome subject to the requirement that it register as an investment company under theInvestment Company Act.

(i) Except with respect to purchases on the Closing Date or the (c)Refinancing Date approved in writing by the Issuer, no Class E Note or Class F Note (or anyinterest therein) may be purchased by or transferred to a Benefit Plan Investor or (other than fortransfers by the Retention Holder or an affiliate thereof to any affiliate of the Retention Holder) aControlling Person, and the Trustee will not recognize any such transfer to a Benefit PlanInvestor or a Controlling Person. Except with respect to purchases on the Closing Date or the Refinancing Date approved in writing by the Issuer, each purchaser and subsequent transferee ofany Class E Note or Class F Note (or interest therein) will be deemed to have represented andagreed that: (A) for so long as it holds such Note or interest therein, it is not, and is not acting onbehalf of, a Benefit Plan Investor and (other than for transfers by the Retention Holder or anaffiliate thereof to any affiliate of the Retention Holder) is not a Controlling Person; and (B) ifsuch Person is a governmental, church, non-U.S. or other plan, (I) it is not, and for so long as itholds such Note or interest therein will not be, subject to any Similar Law, and (II) itsacquisition, holding and disposition of its interest in such Note will not constitute or result in anon-exempt violation of any applicable Other Plan Laws. No purchase of a Class E Note or Class F Note (or any interest therein) will be effective, and the Issuer shall not process orrecognize any such purchase, if after giving effect to such purchase 25% or more of the totalvalue of the Class E Notes or Class F Notes (as calculated by the Issuer) would be held byPersons who have represented that they are Benefit Plan Investors. After the Closing Date or the Refinancing Date, as applicable, any transfer of a Class E Note or Class F Note to a Person thatis a Benefit Plan Investor or (other than for transfers by the Retention Holder or an affiliatethereof to any affiliate of the Retention Holder) a Controlling Person will not be permitted andthe Trustee will not recognize any such transfer.

With respect to purchases on the Closing Date or the Refinancing Date of(ii)Class E Notes or Class F Notes that have been approved in writing by the Issuer, eachpurchaser will be required to represent and warrant (A) whether or not, for so long as itholds such ERISA Restricted Notes or an interest therein, it is or is acting on behalf of, aBenefit Plan Investor, (B) whether or not, for so long as it holds such ERISA RestrictedNote or an interest therein, it is a Controlling Person and (C) that (I) if it is or is acting onbehalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Noteswill not constitute or result in a non-exempt prohibited transaction under Section 406 ofERISA or Section 4975 of the Code or (II) if such Person is a governmental, church,non-U.S. or other plan, (a) it is not, and for so long as it holds such Note or interesttherein, will not be, subject to any Similar Law, and (b) its acquisition, holding anddisposition of its interest in such Note will not constitute or result in a non-exempt

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violation of any applicable Other Plan Laws. No purchase of a Class E Note or a Class FNote (or any interest therein) will be effective, and the Issuer shall not process orrecognize any such purchase, if after giving effect to such purchase 25% or more of thetotal value of such Class of ERISA Restricted Notes (as calculated by the Issuer) wouldbe held by Persons who have represented that they are Benefit Plan Investors. Forpurposes of these calculations and all other calculations required by this subsection, (i)any Notes of the Issuer held by a Controlling Person, the Trustee, the InvestmentManager, the Initial Purchaser or any of their respective affiliates shall be disregardedand not treated as Outstanding and (ii) an “affiliate” of a Person shall include any Person,directly or indirectly through one or more intermediaries, controlling, controlled by orunder common control with the Person, and “control” with respect to a Person other thanan individual shall mean the power to exercise a controlling influence over themanagement or policies of such Person.

The Issuer and the Trustee will assume that an interest in a Class E Note(iii)or a Class F Note in the form of a Global Note purchased by a Benefit Plan Investor or aControlling Person on the Closing Date or the Refinancing Date with the writtenapproval of the Issuer is being held by a Benefit Plan Investor or Controlling Person, asapplicable, until the Stated Maturity, or earlier date of redemption, of the Class E Notes or the Class F Notes, as applicable; provided that such requirement shall cease to applywith respect to the amount of any such interest subsequently transferred by the purchaserthat purchased such interest on the Closing Date or the Refinancing Date, as applicable,if, in connection with such transfer, (1) such purchaser that purchased such interest on theClosing Date or the Refinancing Date, as applicable, delivers a transferor certificate tothe Trustee and (2) the transferee delivers a transferee certificate to the Trustee in whichit certifies that it is not a Benefit Plan Investor or a Controlling Person, as the case maybe.

In the case of a Combination Note or a Subordinated Note (or any interest(iv)therein), no purchase of such security or interest therein by, or transfer of such security orinterest therein to, a Benefit Plan Investor will be effective, and the Issuer shall notprocess or recognize any such purchase or transfer. Each purchaser and subsequenttransferee of a Combination Note or a Subordinated Note will be required or deemed tohave represented and warranted that: (1) for so long as it holds such security or interesttherein, it is not, and is not acting on behalf of, a Benefit Plan Investor; and (2) if suchPerson is a governmental, church, non-U.S. or other plan, (A) it is not, and for so long asit holds such security or interest therein will not be, subject to any Similar Law, and (B)its acquisition, holding and disposition of its interest in such security will not constituteor result in a non-exempt violation of any applicable Other Plan Laws.

Notwithstanding anything contained herein to the contrary, the Trustee(d)shall not be responsible for ascertaining whether any transfer complies with, or for otherwisemonitoring or determining compliance with, the registration provisions of or any exemptionsfrom the Securities Act, applicable state securities laws or the applicable laws of any otherjurisdiction, ERISA, the Code or the Investment Company Act; provided that if a certificate isspecifically required by the terms of this Section 2.5 to be provided to the Trustee by aprospective transferor or transferee, the Trustee shall be under a duty to receive and examine the

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same to determine whether or not the certificate substantially conforms on its face to theapplicable requirements of this Indenture and shall promptly notify the party delivering the sameif such certificate does not comply with such terms. The Trustee shall have no obligation toindependently monitor or determine whether any Holder (or beneficial owner) of a Class E Note,Class F Note, Combination Note or Subordinated Note is a Benefit Plan Investor and shall bepermitted to rely solely on the representations made or deemed to have been made, as applicable,by such Holders (or beneficial owners) in connection with any limitation or restriction in respectthereof.

For so long as any of the Notes are Outstanding, the Issuer shall not issue(e)or permit the transfer of any ordinary shares of the Issuer to U.S. persons, and the Co-Issuer shallnot issue or permit the transfer of any membership interests of the Co-Issuer to U.S. persons;provided that this clause shall not apply to issuances and transfers of Combination Notes orSubordinated Notes.

Transfers of Global Notes and Certificated Secured Notes shall only be(f)made in accordance with Section 2.2(b) and this Section 2.5(f). No transfer of CombinationNotes may be made except in accordance with the provisions of this Section 2.5 and unless thetransferee delivers to the Issuer and the Trustee a Combination Notes Transfer Certificate.

Rule 144A Global Note to Regulation S Global Note. If a holder of a(i)beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time toexchange its interest in such Rule 144A Global Note for an interest in the correspondingRegulation S Global Note, or to transfer its interest in such Rule 144A Global Note to aPerson who wishes to take delivery thereof in the form of an interest in the correspondingRegulation S Global Note, such holder (provided that such holder or, in the case of atransfer, the transferee is not a U.S. person and is acquiring such interest in an offshoretransaction) may, subject to the immediately succeeding sentence and the rules andprocedures of DTC, exchange or transfer, or cause the exchange or transfer of, suchinterest for an equivalent beneficial interest in the corresponding Regulation S GlobalNote. Upon receipt by the Registrar of (1) instructions given in accordance with DTC’sprocedures from an Agent Member directing the Registrar to credit or cause to becredited a beneficial interest in the corresponding Regulation S Global Note, but not lessthan the Minimum Denomination applicable to such holder’s Notes, in an amount equalto the beneficial interest in the Rule 144A Global Note to be exchanged or transferred,(2) a written order given in accordance with DTC’s procedures containing informationregarding the participant account of DTC and the Euroclear or Clearstream account to becredited with such increase, (3) a certificate in the form of Exhibit B1 attached heretogiven by the holder of such beneficial interest stating that the exchange or transfer ofsuch interest has been made in compliance with the transfer restrictions applicable to theGlobal 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,(4) a certificate containing representations substantially in the form of the representationscontained in Exhibit B4 (if such Note is an ERISA Restricted Note) and (5) a writtencertification in the form of Exhibit B6 attached hereto given by the transferee in respectof 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

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Regulation S, then the Registrar shall approve the instructions at DTC to reduce theprincipal amount of the Rule 144A Global Note and to increase the principal amount ofthe Regulation S Global Note by the aggregate principal amount of the beneficial interestin the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to becredited to the securities account of the Person specified in such instructions a beneficialinterest in the corresponding Regulation S Global Note equal to the reduction in theprincipal amount of the Rule 144A Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder of a(ii)beneficial interest in a Regulation S Global Note deposited with DTC wishes at any timeto exchange its interest in such Regulation S Global Note for an interest in thecorresponding Rule 144A Global Note or to transfer its interest in such Regulation SGlobal Note to a Person who wishes to take delivery thereof in the form of an interest inthe corresponding Rule 144A Global Note, such holder may, subject to the immediatelysucceeding 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, suchinterest for an equivalent beneficial interest in the corresponding Rule 144A Global Note.Upon receipt by the Registrar of (1) instructions from Euroclear, Clearstream and/orDTC, as the case may be, directing the Registrar to cause to be credited a beneficialinterest in the corresponding Rule 144A Global Note in an amount equal to the beneficialinterest in such Regulation S Global Note, but not less than the Minimum Denominationapplicable to such holder’s Notes to be exchanged or transferred, such instructions tocontain information regarding the participant account with DTC to be credited with suchincrease, (2) a certificate in the form of Exhibit B2 attached hereto given by the holder ofsuch beneficial interest and stating, among other things, that, in the case of a transfer, thePerson transferring such interest in such Regulation S Global Note reasonably believesthat the Person acquiring such interest in a Rule 144A Global Note is a QualifiedInstitutional Buyer, is obtaining such beneficial interest in a transaction meeting therequirements of Rule 144A, in compliance with certain restrictions imposed during theDistribution Compliance Period and in accordance with any applicable securities laws ofany state of the United States or any other jurisdiction, (3) a certificate containingrepresentations substantially in the form of the representations contained in Exhibit B4 (ifsuch Note is an ERISA Restricted Note) and (4) a written certification in the form ofExhibit B5 attached hereto given by the transferee in respect of such beneficial intereststating, among other things, that such transferee is both (x) a Qualified InstitutionalBuyer and (y) a Qualified Purchaser, then the Registrar will approve the instructions atDTC to reduce, or cause to be reduced, such Regulation S Global Note by the aggregateprincipal amount of the beneficial interest in such Regulation S Global Note to betransferred or exchanged and the Registrar shall instruct DTC, concurrently with suchreduction, to credit or cause to be credited to the securities account of the Personspecified in such instructions a beneficial interest in the corresponding Rule 144A GlobalNote equal to the reduction in the principal amount of such Regulation S Global Note.

Rule 144A Global Note or Regulation S Global Note to Certificated (iii)Secured Note. In the event of the circumstances set forth in Section 2.10, a Secured Note(other than a Combination Note) in the form of a Global Note is transferable in the formof a corresponding Certificated Secured Note to the beneficial owner thereof. Upon

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receipt by the Registrar of (1) certificates containing representations substantially in theform of the representations contained in Exhibit B4 (if such Secured Note is an ERISARestricted Note) and Exhibit B7 attached hereto executed by the transferee (withappropriate modifications to reflect that the beneficial owner is acquiring a CertificatedSecured Note) and (2) appropriate instructions from DTC, if required, the Registrar will(A) approve the instructions at DTC to reduce, or cause to be reduced, the Global Noteby the aggregate principal amount of the beneficial interest in the Global Note to betransferred, (B) record the transfer in the Register in accordance with Section 2.5(a) and(C) upon execution by the Issuer and authentication and delivery by the Trustee, deliverone or more corresponding Certificated Secured Notes which shall be registered in thenames specified in the instructions described in clause (2) above, in principal amountsdesignated by the transferee (the aggregate of such principal amounts being equal to theaggregate principal amount of the interest in the Secured Note that is transferred), and inauthorized Minimum Denominations.

Certificated Secured Note to Certificated Secured Note. Upon receipt by(iv)the Registrar of (1) a Holder’s Certificated Secured Note properly endorsed forassignment to the transferee, and (2) certificates containing the representationssubstantially in the form of the representations contained in Exhibit B4 (in the case of atransfer of an ERISA Restricted Note) and Exhibit B7 attached hereto given by thetransferee of such Certificated Secured Note (with appropriate modifications to reflectthat the transferee is acquiring a Certificated Secured Note), the Registrar shall (A)cancel such Certificated Secured Note in accordance with Section 2.9, (B) record thetransfer in the Register in accordance with Section 2.5(a) and (C) upon execution by theApplicable Issuers and authentication and delivery by the Trustee, deliver one or moreCertificated Secured Notes bearing the same designation as the Certificated Secured Noteendorsed for transfer, registered in the names specified in the assignment described inclause (1) above, in principal amounts designated by the transferee (the aggregate of suchprincipal amounts being equal to the aggregate principal amount of the CertificatedSecured Note surrendered by the transferor), and in authorized Minimum Denominations.

Certificated Secured Note to Regulation S Global Note. If a Holder of a(v)Certificated Secured Note wishes at any time to exchange its interest in such Note for abeneficial interest in a Regulation S Global Note or to transfer such Note to a Person whowishes to take delivery thereof in the form of a beneficial interest in a Regulation SGlobal Note, such Holder may, subject to the immediately succeeding sentence and therules and procedures of Euroclear, Clearstream and/or DTC, as the case may be,exchange or transfer, or cause the exchange or transfer of, such Note for a beneficialinterest in a Regulation S Global Note. Upon receipt by the Registrar of (1) suchHolder’s Certificated Secured Note properly endorsed for assignment to the transferee,(2) a certificate substantially in the form of Exhibit B1 attached hereto executed by thetransferor and certificates substantially in the forms of Exhibit B4, if applicable, andExhibit B6 attached hereto executed by the transferee, (3) instructions given inaccordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, froman Agent Member to instruct DTC to cause to be credited a beneficial interest in theRegulation S Global Notes in an amount equal to the Certificated Secured Notes to betransferred or exchanged, and (4) a written order given in accordance with DTC’s

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procedures containing information regarding the participant’s account at DTC and/orEuroclear or Clearstream to be credited with such increase, the Registrar shall (A) cancelsuch Certificated Secured Note in accordance with Section 2.9, (B) record the transfer inthe Register in accordance with Section 2.5(a) and (C) approve the instructions at DTC,concurrently with such recordation, to credit or cause to be credited to the securitiesaccount of the Person specified in such instructions a beneficial interest in thecorresponding Regulation S Global Note equal to the principal amount of the CertificatedSecured Note transferred or exchanged.

Certificated Secured Note to Rule 144A Global Note. If a Holder of a(vi)Certificated Secured Note wishes at any time to exchange its interest in such Note for abeneficial interest in a Rule 144A Global Note or to transfer such Note to a Person whowishes to take delivery thereof in the form of a beneficial interest in a Rule 144A GlobalNote, such Holder may, subject to the immediately succeeding sentence and the rules andprocedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange ortransfer, or cause the exchange or transfer of, such Note for a beneficial interest in a Rule144A Global Note. Upon receipt by the Registrar of (1) such Holder’s CertificatedSecured Note properly endorsed for assignment to the transferee, (2) a certificatesubstantially in the form of Exhibit B2 attached hereto executed by the transferor andcertificates substantially in the forms of Exhibit B4, if applicable, and Exhibit B5attached hereto executed by the transferee, (3) instructions given in accordance withEuroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Memberto instruct DTC to cause to be credited a beneficial interest in the Rule 144A GlobalNotes in an amount equal to the Certificated Secured Notes to be transferred orexchanged, and (4) a written order given in accordance with DTC’s procedurescontaining information regarding the participant’s account at DTC and/or Euroclear orClearstream to be credited with such increase, the Registrar shall (A) cancel suchCertificated Secured Note in accordance with Section 2.9, (B) record the transfer in theRegister in accordance with Section 2.5(a) and (C) approve the instructions at DTC,concurrently with such recordation, to credit or cause to be credited to the securitiesaccount of the Person specified in such instructions a beneficial interest in thecorresponding Rule 144A Global Note equal to the principal amount of the CertificatedSecured Note transferred or exchanged.

Transfers of Non-Clearing Agency Securities shall only be made in(g)accordance with Section 2.2(b) and this Section 2.5(g).

Transfer and Exchange of Non-Clearing Agency Securities to (i)Non-Clearing Agency Securities. Upon receipt by the Registrar of (1) if theNon-Clearing Agency Security is in certificated form, the Holder’s certificatedNon-Clearing Agency Security properly endorsed for assignment to the transferee, (2) ifthe Non-Clearing Agency Security is uncertificated, a Request for Issuance ofNon-Clearing Agency Security and (3) certificates in the form of Exhibits B3 and B4attached hereto given by the transferee of such Non-Clearing Agency Security, theRegistrar shall (A) if applicable, cancel such certificated Non-Clearing Agency Securityin accordance with Section 2.9, (B) record the transfer in the Register in accordance withSection 2.5(a) and (C) if applicable, upon execution by the Issuer and authentication and

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delivery by the Trustee, deliver one or more Non-Clearing Agency Securities bearing thesame designation as the certificated Non-Clearing Agency Security endorsed for transfer,registered in the names specified in the assignment described in clause (1) above, inprincipal amounts designated by the transferee (the aggregate of such principal amountsbeing equal to the aggregate principal amount of the Non-Clearing Agency Securitysurrendered by the transferor), and in authorized Minimum Denominations. If thetransferee has not requested a certificated Non-Clearing Agency Security, the Trusteeshall upon written request (which may be via email) deliver a Confirmation ofRegistration to the transferee.

Transfer of Combination Notes and Subordinated Notes that are (ii)Regulation S Global Notes to Non-Clearing Agency Securities. If a holder of abeneficial interest in a Combination Note or a Subordinated Note that is a Regulation SGlobal Note deposited with DTC wishes at any time to exchange its interest in suchRegulation S Global Note for a Non-Clearing Agency Security or to transfer its interestin such Combination Note or Subordinated Note that is a Regulation S Global Note to aPerson who wishes to take delivery thereof in the form of a Non-Clearing AgencySecurity, such holder may, subject to the immediately succeeding sentence and the rulesand procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange ortransfer, or cause the exchange or transfer of, such interest for a Non-Clearing AgencySecurity. Upon receipt by the Registrar of (1) certificates substantially in the form ofExhibits B3 and B4 attached hereto executed by the transferee, (2) if the Non-ClearingAgency Security is uncertificated, a Request for Issuance of Non-Clearing AgencySecurity and (3) appropriate instructions from DTC, if required, the Registrar will (A)approve the instructions at DTC to reduce, or cause to be reduced, the Combination Noteor Subordinated Note that is a Regulation S Global Note by the aggregate principalamount of the beneficial interest in the Regulation S Global Note to be transferred orexchanged, (B) record the transfer in the Register in accordance with Section 2.5(a) and(C) in the case of a transfer to one or more certificated Non-Clearing Agency Securities,upon execution by the Issuer and authentication and delivery by the Trustee, deliver oneor more certificated Non-Clearing Agency Securities, registered in the names specified inthe instructions described in clause (2) above, in principal amounts designated by thetransferee (the aggregate of such principal amounts being equal to the aggregate principalamount of the interest in the Combination Note or Subordinated Note that is a RegulationS Global Note transferred by the transferor), and in authorized Minimum Denominations.If the transferee has not requested a certificated Non-Clearing Agency Security, theTrustee shall upon written request (which may be via email) deliver a Confirmation ofRegistration to the transferee.

Transfer of Non-Clearing Agency Securities to Combination Notes or (iii)Subordinated Notes that are Regulation S Global Notes. If a Holder of a Non-ClearingAgency Security wishes at any time to exchange its interest in such Note for a beneficialinterest in a Combination Note or Subordinated Note, as applicable, in the form of aRegulation S Global Note or to transfer such Note to a Person who wishes to takedelivery thereof in the form of a beneficial interest in a Combination Note orSubordinated Note, as applicable, in the form of a Regulation S Global Note, such Holdermay, subject to the immediately succeeding sentence and the rules and procedures of

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Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or causethe exchange or transfer of, such Note for a beneficial interest in a Combination Note orSubordinated Note, as applicable, in the form of a Regulation S Global Note. Uponreceipt by the Registrar of (1) in the case of the Holder of a certificated Non-ClearingAgency Security, such Holder’s certificated Non-Clearing Agency Security properlyendorsed for assignment to the transferee, (2) a certificate substantially in the form ofExhibit B1 attached hereto executed by the transferor and certificates substantially in theforms of Exhibit B4 and Exhibit B6 attached hereto executed by the transferee, (3)instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as thecase may be, from an Agent Member to instruct DTC to cause to be credited a beneficialinterest in the Regulation S Global Notes in an amount equal to the Non-Clearing AgencySecurities to be transferred or exchanged, and (4) a written order given in accordancewith DTC’s procedures containing information regarding the participant’s account atDTC and/or Euroclear or Clearstream to be credited with such increase, the Registrarshall (A) in the case of a certificated Non-Clearing Agency Security, cancel suchcertificated Non-Clearing Agency Security in accordance with Section 2.9, (B) record thetransfer in the Register in accordance with Section 2.5(a) and (C) approve the instructionsat DTC, concurrently with such recordation, to credit or cause to be credited to thesecurities account of the Person specified in such instructions a beneficial interest in thecorresponding Regulation S Global Note equal to the principal amount of theNon-Clearing Agency Security transferred or exchanged.

Transfer of Combination Notes or Subordinated Notes that are Rule 144A (iv)Global Notes to Non-Clearing Agency Securities. If a holder of a beneficial interest in aCombination Note or Subordinated Note that is a Rule 144A Global Note deposited withDTC wishes at any time to exchange its interest in such Rule 144A Global Note for aNon-Clearing Agency Security or to transfer its interest in such Rule 144A Global Noteto a Person who wishes to take delivery thereof in the form of a Non-Clearing AgencySecurity, such holder may, subject to the immediately succeeding sentence and the rulesand procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange ortransfer, or cause the exchange or transfer of, such interest for a Non-Clearing AgencySecurity. Upon receipt by the Registrar of (1) certificates substantially in the form ofExhibits B3 and B4 attached hereto executed by the transferee, (2) if the Non-ClearingAgency Security is uncertificated, a Request for Issuance of Non-Clearing AgencySecurity and (3) appropriate instructions from DTC, if required, the Registrar will (A)approve the instructions at DTC to reduce, or cause to be reduced, the Combination Noteor Subordinated Note, as applicable, in the form of a Rule 144A Global Note by theaggregate principal amount of the beneficial interest in the Combination Note orSubordinated Note, as applicable, in the form of a Rule 144A Global Note to betransferred or exchanged, (B) record the transfer in the Register in accordance withSection 2.5(a) and (C) in the case of a transfer to one or more certificated Non-ClearingAgency Securities, upon execution by the Issuer and authentication and delivery by theTrustee, deliver one or more certificated Non-Clearing Agency Securities, registered inthe names specified in the instructions described in clause (3) above, in principal amountsdesignated by the transferee (the aggregate of such principal amounts being equal to theaggregate principal amount of the interest in the Rule 144A Global Note transferred bythe transferor), and in authorized Minimum Denominations. If the transferee has not

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requested a certificated Non-Clearing Agency Security, the Trustee shall upon writtenrequest (which may be via email) deliver a Confirmation of Registration to the transferee.

Transfer of Non-Clearing Agency Securities to Combination Notes or (v)Subordinated Notes that are Rule 144A Global Notes. If a Holder of a Non-ClearingAgency Security wishes at any time to exchange its interest in such Note for a beneficialinterest in a Combination Note or Subordinated Note, as applicable, in the form of a Rule144A Global Note or to transfer such Note to a Person who wishes to take deliverythereof in the form of a beneficial interest in a Combination Note or Subordinated Note,as applicable, in the form of a Rule 144A Global Note, such Holder may, subject to theimmediately succeeding sentence and the rules and procedures of Euroclear, Clearstreamand/or DTC, as the case may be, exchange or transfer, or cause the exchange or transferof, such Note for a beneficial interest in a Combination Note or Subordinated Note, asapplicable, in the form of a Rule 144A Global Note. Upon receipt by the Registrar of (1)in the case of the Holder of a certificated Non-Clearing Agency Security, such Holder’scertificated Non-Clearing Agency Security properly endorsed for assignment to thetransferee, (2) a certificate substantially in the form of Exhibit B2 attached heretoexecuted by the transferor and certificates substantially in the forms of Exhibit B4 andExhibit B5 attached hereto executed by the transferee, (3) instructions given inaccordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, froman Agent Member to instruct DTC to cause to be credited a beneficial interest in theCombination Notes or Subordinated Notes, as applicable, in the form of a Rule 144AGlobal Notes in an amount equal to the Non-Clearing Agency Securities to be transferredor exchanged, and (4) a written order given in accordance with DTC’s procedurescontaining information regarding the participant’s account at DTC and/or Euroclear orClearstream to be credited with such increase, the Registrar shall (A) in the case of acertificated Non-Clearing Agency Security, cancel such certificated Non-ClearingAgency Security in accordance with Section 2.9, (B) record the transfer in the Register inaccordance with Section 2.5(a) and (C) approve the instructions at DTC, concurrentlywith such recordation, to credit or cause to be credited to the securities account of thePerson specified in such instructions a beneficial interest in the corresponding Rule 144AGlobal Note equal to the principal amount of the Non-Clearing Agency Securitytransferred or exchanged.

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

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

In connection with the purchase of such Notes: (1) none of the(i)Co-Issuers, the Investment Manager, the Initial Purchaser, the Trustee, the CollateralAdministrator or any of their respective Affiliates is acting as a fiduciary or financial orinvestment advisor for such beneficial owner; (2) such beneficial owner is not relying(for purposes of making any investment decision or otherwise) upon any advice, counselor representations (whether written or oral) of the Co-Issuers, the Investment Manager,the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respectiveAffiliates other than any statements in the final Offering Circular for such Notes, andsuch beneficial owner has read and understands such final Offering Circular; (3) suchbeneficial 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 itsown investment decisions (including decisions regarding the suitability of any transactionpursuant to this Indenture) based upon its own judgment and upon any advice from suchadvisors as it has deemed necessary and not upon any view expressed by the Co-Issuers,the Investment Manager, the Trustee, the Collateral Administrator, the Initial Purchaseror any of their respective Affiliates; (4) such beneficial owner is either (A) (in the case ofa beneficial owner of an interest in a Rule 144A Global Note) both (I) a “qualifiedinstitutional buyer” (as defined under Rule 144A under the Securities Act) that is neithera broker-dealer which owns and invests on a discretionary basis less thanU.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer nor aplan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A under theSecurities Act or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A under theSecurities Act that holds the assets of such a plan, if investment decisions with respect tothe plan are made by beneficiaries of the plan and (II) a “qualified purchaser” forpurposes of Section 3(c)(7) of the Investment Company Act or an entity ownedexclusively by “qualified purchasers” or (B) not a “U.S. person” as defined in RegulationS and is acquiring the Notes in an offshore transaction (as defined in Regulation S) inreliance on the exemption from registration provided by Regulation S; (5) such beneficialowner is acquiring its interest in such Notes for its own account; (6) such beneficialowner was not formed for the purpose of investing in such Notes; (7) such beneficialowner understands that the Issuer may receive a list of participants holding interests inthe Notes from one or more book-entry depositories, (8) such beneficial owner will holdand transfer at least the Minimum Denomination of such Notes, (9) such beneficial owneris a sophisticated investor and is purchasing the Notes with a full understanding of all ofthe terms, conditions and risks thereof, and is capable of and willing to assume thoserisks, (10) such beneficial owner understands that the Notes are illiquid and it is preparedto hold the Notes until their maturity, (11) such beneficial owner will provide notice ofthe relevant transfer restrictions to subsequent transferees and (12) if it is not a U.S.person, it is not acquiring any Note as part of a plan to reduce, avoid or evade U.S.federal income tax.

Each Person who purchases a Class A Note, a Class B Note, a Class C(ii)Note or a Class D Note or any interest therein will be required or deemed to represent

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and warrant that (1) if such Person is, or is acting on behalf of, a Benefit Plan Investor, itsacquisition, holding and disposition of such interest does not and will not constitute orresult in a non-exempt prohibited transaction under Section 406 of ERISA or Section4975 of the Code, and (2) if such Person is a governmental, church, non-U.S. or otherplan which is subject to any Other Plan Law, such Person’s acquisition, holding anddisposition of such Note will not constitute or result in a non-exempt violation of anysuch Other Plan Law.

Except with respect to purchases of Class E Notes or Class F Notes on the(iii)Closing Date or the Refinancing Date approved in writing by the Issuer, each purchaseror transferee of Class E Notes or Class F Notes (or any interest therein) will be requiredor deemed to represent and warrant that (1) so long as it holds such Notes or interesttherein, it is not, and is not acting on behalf of, a Benefit Plan Investor and (other than fortransfers by the Retention Holder or an affiliate thereof to any affiliate of the RetentionHolder) is not a Controlling Person, and (b) if it is a governmental, church, non-U.S. orother plan, (i) for so long as it holds such Notes or interest therein it will not be subject toany Similar Law and (ii) its acquisition, holding and disposition of such Notes or interesttherein will not constitute or result in a non-exempt violation of any applicable OtherPlan Laws. Each purchaser or transferee of Combination Notes or Subordinated Notesrepresented by a Global Note, or an interest therein, will be deemed (or, in the case of atransferee of a Non-Clearing Agency Security taking delivery in the form of an interest ina Combination Note or a Subordinated Note represented by a Global Note, required) torepresent and warrant that (1) for so long as it holds such note or interest therein, it is not,and is not acting on behalf of, a Benefit Plan Investor and (2) if it is a governmental,church, non-U.S. or other plan, (i) for so long as it holds such note or interest therein itwill not be subject to any Similar Law and (ii) its acquisition, holding and disposition ofsuch notes will not constitute or result in a non-exempt violation of any applicable OtherPlan Laws.

With respect to purchases on the Closing Date or the Refinancing Date of (iv)Class E Notes or Class F Notes that have been approved in writing by the Issuer, each purchaser will be required to represent and warrant (A) whether or not, for so long as it holds such ERISA Restricted Notes or an interest therein, it is or is acting on behalf of, a Benefit Plan Investor, (B) whether or not, for so long as it holds such ERISA Restricted Note or an interest therein, it is a Controlling Person and (C) that (I) if it is or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Notes will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (II) if such Person is a governmental, church, non-U.S. or other plan, (a) it is not, and for so long as it holds such Note or interest therein, will not be, subject to any Similar Law, and (b) its acquisition, holding and disposition of its interest in such Note will not constitute or result in a non-exempt violation of any applicable Other Plan Laws. No purchase of a Class E Note or a Class F Note (or any interest therein) will be effective, and the Issuer shall not process or recognize any such purchase, if after giving effect to such purchase 25% or more of the total value of such Class of ERISA Restricted Notes (as calculated by the Issuer) would be held by Persons who have represented that they are Benefit Plan Investors. For purposes of these calculations and all other calculations required by this subsection, (i)

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any Notes of the Issuer held by a Controlling Person, the Trustee, the Investment Manager, the Initial Purchaser or any of their respective affiliates shall be disregarded and not treated as Outstanding and (ii) an “affiliate” of a Person shall include any Person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the Person, and “control” with respect to a Person other than an individual shall mean the power to exercise a controlling influence over the management or policies of such Person.

(iv) Such beneficial owner understands that such Notes are being offered(v)only in a transaction not involving any public offering in the United States within themeaning of the Securities Act, such Notes have not been and will not be registered orqualified under the Securities Act or the securities laws of any state or other jurisdiction,and, if in the future such beneficial owner decides to reoffer, resell, pledge or otherwisetransfer such Notes, such Notes may be reoffered, resold, pledged or otherwisetransferred only in accordance with the provisions of this Indenture and the legend onsuch Notes. Such beneficial owner acknowledges that no representation has been madeas to the availability of any exemption under the Securities Act or any state or othersecurities laws for re-offer, resale, pledge or other transfer of such Notes. Suchbeneficial owner understands that neither of the Co-Issuers has been registered under theInvestment Company Act, and that the Co-Issuers are excepted from registration as suchby virtue of Section 3(c)(7) of the Investment Company Act.

(v) Such beneficial owner is aware that, except as otherwise provided in(vi)this Indenture, any Notes being sold to it in reliance on Regulation S will be representedby one or more Regulation S Global Notes and that in each case beneficial intereststherein may be held only through DTC for the respective accounts of Euroclear orClearstream.

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

(vii) None of the Co-Issuers, the Investment Manager, the Initial(viii)Purchaser, the Trustee, the Collateral Administrator or any of their respective Affiliateshas given to such beneficial owner (directly or indirectly through any other Person) anyassurance, guarantee or representation whatsoever as to the expected or projectedsuccess, profitability, return, performance, result, effect, consequence or benefit(including legal, regulatory, tax, financial, accounting or otherwise) of the Notes or ofthis Indenture or the documentation for such Notes, and such beneficial owner hasdetermined that the rates, prices or amounts and other terms of the purchase and sale ofthe Notes reflect those in the relevant market for similar transactions.

If such beneficial owner is a Benefit Plan Investor, then it is deemed to (ix)represent, warrant and agree, at any time when regulation 29 C.F.R. Section 2510.3-21, as modified April 8, 2016, is applicable, that: (i) the person or entity making the investment decision on behalf of the Benefit Plan Investor with respect to the acquisition and holding of its interest in the Notes (the “independent fiduciary”) is independent

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(within the meaning of 29 C.F.R. Section 2510.3-21(c)(1)) and is one of the following: (A) a bank as defined in section 202 of the Advisers Act or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (B) an insurance carrier qualified under the laws of more than one State to perform the services of managing, acquiring or disposing of assets of a plan; (C) an investment adviser registered under the Advisers Act or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (1) of section 203A of the Advisers Act, is registered as an investment adviser under the laws of the State (referred to in such paragraph (1)) in which it maintains its principal office and place of business; (D) a broker-dealer registered under the Exchange Act; or (E) an independent fiduciary that holds, or has under management or control, total assets of at least $50 million; (ii) the independent fiduciary is capable of evaluating investment risks independently, both in general and with regard to particular transactions and strategies; (iii) the independent fiduciary is a fiduciary under ERISA or the Code, or both, with respect to the acquisition, holding and subsequent disposition of the interest in the Notes and is responsible for exercising independent judgment in evaluating such transactions; and (iv) no fee or other compensation is being paid directly to any of the Co-Issuers, the Investment Manager, the Initial Purchaser, the Trustee, the Collateral Administrator (each, a “Transaction Party”) or any affiliate thereof for investment advice (as opposed to other services) in connection with the acquisition, holding and subsequent disposition of the interest in the Notes. Each beneficial owner of Notes that is a Benefit Plan Investor will be deemed to acknowledge and agree that (a) no Transaction Party nor any affiliate thereof is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the acquisition, holding and subsequent disposition of the interest in the Notes and (b) each Transaction Party has a financial interest in the sale of interests in the Notes, which financial interest is described in the Offering Circular and/or herein.

(viii) Such beneficial owner makes the representations and covenants set(x)forth in Section 2.14.

Each Person who becomes an owner of a Certificated Secured Note will(j)be required to make the representations and agreements substantially in the form of therepresentations and agreements set forth in Exhibit B7. Each Person who becomes an owner of aNon-Clearing Agency Security will be required to make the representations and agreements setforth in Exhibit B3.

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

To the extent required by the Issuer, as determined by the Issuer or the(l)Investment Manager on behalf of the Issuer, the Issuer may, upon written notice to the Trustee,impose additional transfer restrictions on the Subordinated Notes to comply with the Uniting andStrengthening America by Providing Appropriate Tools Required to Intercept and ObstructTerrorism Act of 2001 and other similar laws or regulations, including, without limitation,requiring each transferee of a Subordinated Notes to make representations to the Issuer inconnection with such compliance.

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

Mutilated, Defaced, Destroyed, Lost or Stolen Note. If (a) anySection 2.6mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to theApplicable Issuers, the Trustee and the relevant Transfer Agent evidence to their reasonablesatisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to theApplicable Issuers, the Trustee and such Transfer Agent such security or indemnity as may berequired by them to save each of them harmless, then, in the absence of notice to the ApplicableIssuers, the Trustee or such Transfer Agent that such Note has been acquired by a protectedpurchaser, the Applicable Issuers shall execute and, upon Issuer Order, the Trustee shallauthenticate and deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost orstolen Note, a new Note, of like tenor (including the same date of issuance) and equal principalamount, registered in the same manner, dated the date of its authentication, bearing interest fromthe date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Noteand bearing a number not contemporaneously outstanding.

If, after delivery of such new Note, a protected purchaser of the predecessor Notepresents for payment, transfer or exchange such predecessor Note, the Applicable Issuers, theTransfer Agent and the Trustee shall be entitled to recover such new Note from the Person towhom it was delivered or any Person taking therefrom, and shall be entitled to recover upon thesecurity or indemnity provided therefor to the extent of any loss, damage, cost or expenseincurred by the Applicable Issuers, the Trustee and the Transfer Agent in connection therewith.

In case any such mutilated, defaced, destroyed, lost or stolen Note has becomedue and payable, the Applicable Issuers in their discretion may, instead of issuing a new Notepay such Note without requiring surrender thereof except that any mutilated or defaced Noteshall be surrendered.

Upon the issuance of any new Note under this Section 2.6, the Applicable Issuersmay require the payment by the Holder thereof of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in relation thereto and any other expenses (includingthe 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 contractualobligation of the Applicable Issuers and such new Note shall be entitled, subject to the secondparagraph of this Section 2.6, to all the benefits of this Indenture equally and proportionatelywith any and all other Notes of the same Class duly issued hereunder.

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

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Payment of Principal and Interest and Other Amounts; Principal Section 2.7and Interest Rights Preserved. (a) The Secured Notes of each Class shall accrue interest duringeach Interest Accrual Period at the applicable Interest Rate and such interest will be payable inarrears on each Payment Date on the Aggregate Outstanding Amount thereof on the first day ofthe related Interest Accrual Period (after giving effect to payments of principal thereof on suchdate), except as otherwise set forth below. Payment of interest on each Class of Secured Notes(and payments of available Interest Proceeds to the Holders of the Subordinated Notes) will besubordinated to the payment of interest on each related Priority Class. Any payment of interestdue on a Class of Deferred Interest Notes on any Payment Date to the extent sufficient funds arenot available to make such payment in accordance with the Priority of Payments on suchPayment Date, but only if one or more Priority Classes is Outstanding with respect to such Classof Deferred Interest Notes, shall constitute “Secured Note Deferred Interest” with respect to suchClass and shall not be considered “due and payable” for the purposes of Section 5.1(a) (and thefailure to pay such interest shall not be an Event of Default) until the earliest of (i) the PaymentDate on which funds are available to pay such Secured Note Deferred Interest in accordancewith the Priority of Payments, (ii) the Redemption Date with respect to such Class of DeferredInterest Notes and (iii) the Stated Maturity (or earlier acceleration of maturity) of such Class ofDeferred Interest Notes. Secured Note Deferred Interest on any Class of Deferred Interest Notesshall be payable on the first Payment Date on which funds are available to be used for suchpurpose in accordance with the Priority of Payments, but in any event no later than the earlier ofthe Payment Date (A) which is the Redemption Date with respect to such Class of DeferredInterest Notes and (B) which is the Stated Maturity (or earlier acceleration of maturity) of suchClass of Deferred Interest Notes. Regardless of whether any Priority Class is Outstanding withrespect to any Class of Deferred Interest Notes, to the extent that funds are not available on anyPayment Date (other than the Redemption Date with respect to, or Stated Maturity (or earlieracceleration of maturity) of, such Class of Deferred Interest Notes) to pay previously accruedSecured Note Deferred Interest, such previously accrued Secured Note Deferred Interest will notbe due and payable on such Payment Date and any failure to pay such previously accruedSecured Note Deferred Interest on such Payment Date will not be an Event of Default. Interestwill cease to accrue on each Secured Note, or in the case of a partial repayment, on such repaidpart, from the date of repayment. To the extent lawful and enforceable, interest on any interestthat is not paid when due on any Class A Notes or, if no Class A Notes are Outstanding, anyClass B Notes, or, if no Class A Notes or Class B Notes are Outstanding, any Class C Notes, or,if no Class A Notes, Class B Notes or Class C Notes are Outstanding, any Class D Notes, or, ifno Class A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, any Class ENotes, or, if no Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are Outstanding, any Class F Notes shall accrue at the Interest Rate for such Class until paid asprovided herein.

The principal of each Secured Note of each Class matures at par and is(b)due and payable on the date of the Stated Maturity for such Class, unless such principal has beenpreviously repaid or unless the unpaid principal of such Secured Note becomes due and payableat an earlier date by declaration of acceleration, call for redemption or otherwise.Notwithstanding the foregoing, the payment of principal of each Class of Secured Notes (andpayments of Principal Proceeds to the Holders of the Subordinated Notes) may only occur inaccordance with the Priority of Payments. Payments of principal on any Class of Secured Notes,

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and distributions of Principal Proceeds to Holders of Subordinated Notes, which are not paid, inaccordance with the Priority of Payments, on any Payment Date (other than the Payment Datewhich is the Stated Maturity of the such Class of Notes or any Redemption Date), because ofinsufficient funds therefor shall not be considered “due and payable” for purposes of Section 5.1(a) until the Payment Date on which such principal may be paid in accordance with thePriority of Payments or all Priority Classes with respect to such Class have been paid in full.

Principal payments on the Notes will be made in accordance with the(c)Priority of Payments and Section 9.1.

As a condition to the payment of principal of and interest on any Secured(d)Note or any payment on any Subordinated Note without the imposition of withholding tax, thePaying Agent shall require certification acceptable to it (including an Internal Revenue Serviceform W-9 or W-8 (or applicable successor form)) and the information described in Section 2.14to enable the Issuer, the Co-Issuer, the Trustee and any Paying Agent to determine their dutiesand liabilities with respect to any taxes or other charges that they may be required to deduct orwithhold from payments in respect of such Note under any present or future law or regulation ofthe United States and any other applicable jurisdiction, or any present or future law or regulationof any political subdivision thereof or taxing authority therein or to comply with any reporting orother requirements under any such law or regulation. The Co-Issuers shall not be obligated topay any additional amounts to the Holders or beneficial owners of the Notes as a result ofdeduction or withholding for or on account of any present or future taxes, duties, assessments orgovernmental charges with respect to the Notes.

Payments in respect of interest on and principal of any Secured Note and(e)any payment with respect to any Subordinated Note shall be made by the Trustee, in Dollars toDTC or its nominee with respect to a Global Note and to the Holder or its nominee with respectto a Certificated Secured Note or Non-Clearing Agency Security, by wire transfer, as directed bythe Holder, in immediately available funds to a Dollar account maintained by DTC or itsnominee with respect to a Global Note, and to the Holder or its nominee with respect to aCertificated Secured Note or Non-Clearing Agency Security; provided that (i) in the case of aCertificated Secured Note or Non-Clearing Agency Security, the Holder thereof shall haveprovided 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 theHolder specified in the Register. Upon final payment due on the Maturity of a Note, the Holderthereof shall present and surrender such Note at the Corporate Trust Office of the Trustee or atthe office of any Paying Agent on or prior to such Maturity; provided that in the absence ofnotice to the Applicable Issuers or the Trustee that the applicable Note has been acquired by aprotected purchaser, such final payment shall be made without presentation or surrender, if theTrustee and the Applicable Issuers shall have been furnished such security or indemnity as maybe required by them to save each of them harmless and an undertaking thereafter to surrendersuch certificate. None of the Co-Issuers, the Trustee, the Investment Manager, nor any PayingAgent 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 therebyon account of beneficial interests in a Global Note. In the case where any final payment ofprincipal and interest is to be made on any Secured Note (other than on the Stated Maturity

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thereof) or any final payment is to be made on any Subordinated Note (other than on the StatedMaturity thereof), the Trustee, in the name and at the expense of the Applicable Issuers shall, notmore than 30 nor less than 10 days prior to the date on which such payment is to be made, mail(by first class mail, postage prepaid) to the Persons entitled thereto at their addresses appearingon the Register a notice which shall specify the date on which such payment will be made, theamount of such payment per U.S.$1,000 original principal amount of Secured Notes, originalprincipal amount of Subordinated Notes and the place where Notes may be presented andsurrendered for such payment.

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

Interest accrued with respect to any Floating Rate Note shall be calculated(g)on the basis of the actual number of days elapsed in the applicable Interest Accrual Perioddivided by 360. Interest accrued with respect to any Fixed Rate Note shall be calculated on thebasis of a 360-day year consisting of twelve 30-day months. If a Re-Pricing occurs on aRe-Pricing Date that is not a Payment Date, the Interest Rate with respect to each Re-PricedClass for the Interest Accrual Period in which the Re-Pricing occurs shall be equal to (i) for theperiod from (and including) the first day of such Interest Accrual Period to (but excluding) theRe-Pricing Date, the Interest Rate for such Class as in effect immediately prior to giving effect tothe Re-Pricing and (ii) for the remainder of such Interest Accrual Period, the per annum rateequal to LIBOR for such Interest Accrual Period plus the Re-Pricing Rate for such Class or thedesignated fixed rate of interest with respect to such Class of Secured Notes.

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

Notwithstanding any other provision of this Indenture or any other(i)document to which they may be a party, the obligations of the Applicable Issuers, from time totime and at any time, under the Secured Notes and this Indenture are limited recourse obligationsof the Applicable Issuers and the obligations of the Issuer, from time to time and at any time,under the Subordinated Notes are non-recourse obligations of the Issuer, payable solely fromproceeds of the Collateral Obligations and the other Assets available at such time and amountsderived therefrom and, following realization of the Assets and application of the proceedsthereof in accordance with this Indenture, all obligations of and any remaining claims against theCo-Issuers hereunder or in connection herewith after such realization shall be extinguished andshall not thereafter revive. No recourse shall be had against any Officer, director, employee,shareholder or incorporator of the Co-Issuers, the Investment Manager or their respectiveAffiliates, successors or assigns for any amounts payable under the Notes or this Indenture. It isunderstood that the foregoing provisions of this paragraph (i) shall not (i) prevent recourse to theAssets for the sums due or to become due under any security, instrument or agreement which is

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part of the Assets or (ii) constitute a waiver, release or discharge of any indebtedness orobligation evidenced by the Notes or secured by this Indenture until such Assets have beenrealized. It is further understood that the foregoing provisions of this paragraph (i) shall not limitthe right of any Person to name the Issuer or the Co-Issuer as a party defendant in anyProceeding or in the exercise of any other remedy under the Notes or this Indenture, so long asno judgment in the nature of a deficiency judgment or seeking personal liability shall be askedfor or (if obtained) enforced against any such Person or entity. The Subordinated Notes are notsecured hereunder, and the Holders of the Subordinated Notes are not Secured Parties.

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

Payments to holders of the Combination Notes shall be made as set forth(k)in Section 2.15.

Persons Deemed Owners. The Issuer, the Co-Issuer, the Trustee,Section 2.8and any agent of the Issuer, the Co-Issuer or the Trustee shall treat as the owner of each Note thePerson in whose name such Note is registered on the Register on the applicable Record Date forthe purpose of receiving payments on such Note and on any other date for all other purposeswhatsoever (whether or not such Note is overdue), and none of the Issuer, the Co-Issuer, theTrustee or any agent of the Issuer, the Co-Issuer or the Trustee shall be affected by notice to thecontrary.

Purchase and Surrender of Notes; Cancellation. All RepurchasedSection 2.9Notes, Surrendered Notes and Notes that are surrendered for payment, cancellation, registrationof transfer, exchange or redemption, or are mutilated, defaced or deemed lost or stolen, shall bepromptly canceled by the Trustee and may not be reissued or resold; provided that SurrenderedNotes and all Notes purchased with the proceeds of a Contribution pursuant to Section 2.13 shallcontinue to be treated as Outstanding to the extent provided in clause (e) of the definition of“Outstanding.” Any such Notes shall, if surrendered to any Person other than the Trustee, bedelivered to the Trustee and the Trustee shall provide notice to the Applicable Issuers and toFitch of any such Note tendered to it (if from any Person other than an Applicable Issuer). NoNotes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in thisSection 2.9, except as expressly permitted by this Indenture. All canceled Notes held by theTrustee shall be destroyed by the Trustee in accordance with its standard policy, unless theCo-Issuers shall direct by an Issuer Order received prior to destruction that they be returned tothe Issuer.

DTC Ceases to Be Depository. (a) A Global Note deposited withSection 2.10DTC pursuant to Section 2.2 shall be transferred to the beneficial owners thereof in the form of acorresponding Certificated Secured Note or in the form of a Non-Clearing Agency Security, asapplicable, only if (i) such transfer complies with Section 2.5 of this Indenture and (ii) either (1)(A) DTC notifies the Co-Issuers that it is unwilling or unable to continue as depository for suchGlobal Note or (B) DTC ceases to be a Clearing Agency registered under the Exchange Act and,in each case, a successor depository is not appointed by the Co-Issuers within 90 days after such

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event or (2) an Event of Default has occurred and is continuing and such transfer is requested bythe Holder of such Global Note.

Any Global Note that is transferable in the form of a corresponding(b)Certificated Secured Note or Non-Clearing Agency Security to the beneficial owner thereofpursuant to this Section 2.10 shall be surrendered by DTC to the Trustee’s Corporate TrustOffice to be so transferred, in whole or from time to time in part, without charge, and theApplicable Issuers shall execute and the Trustee shall authenticate and deliver, upon suchtransfer of each portion of such Global Note, an equal aggregate principal amount of definitivephysical certificates (pursuant to the instructions of DTC) in authorized MinimumDenominations. Any Certificated Secured Note or Non-Clearing Agency Security delivered inexchange 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 transferrestrictions referred to in such legends.

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

In the event of the occurrence of either of the events specified in(d)subsection (a) of this Section 2.10, the Co-Issuers shall (i) promptly make available to theTrustee a reasonable supply of Certificated Secured Notes and Non-Clearing Agency Securities(ii) direct the Registrar to record the interest of each Holder of a Non-Clearing Agency Securityin the Register and (iii) direct the Trustee to provide to the Holder a Confirmation ofRegistration, but will deliver a certificate to such Holder only if requested to do so.

In the event that Certificated Secured Notes and Non-Clearing Agency Securitiesare not so issued by the Applicable Issuers to such beneficial owners of interests in Global Notesas required by subsection (a) of this Section 2.10, the Issuer expressly acknowledges that thebeneficial owners shall be entitled to pursue any remedy that the Holders of a Global Note wouldbe entitled to pursue in accordance with Article V of this Indenture (but only to the extent ofsuch beneficial owner’s interest in the Global Note) as if corresponding Certificated SecuredNotes and Non-Clearing Agency Securities had been issued; provided that the Trustee shall beentitled to rely upon any certificate of ownership provided by such beneficial owners (includinga certificate in the form of Exhibit D) and/or other forms of reasonable evidence of suchownership.

Notes Beneficially Owned by Persons Not QIB/QPs or IAI/QPs or Section 2.11in Violation of ERISA Representations. (a) Notwithstanding anything to the contrary elsewherein this Indenture, any transfer of a beneficial interest (i) in any Secured Note to a U.S. personthat is not a QIB/QP or, in the case of Certificated Secured Notes only, an IAI/QP and that is notmade pursuant to an applicable exemption under the Securities Act and the Investment CompanyAct and (ii) in any Subordinated Note to a U.S. person that is not (1) a Qualified InstitutionalBuyer or an Accredited Investor and either (2) a Qualified Purchaser or a KnowledgeableEmployee with respect to the Issuer or the Investment Manager (or a corporation, partnership,limited liability company or other entity (other than a trust), each shareholder, partner, member

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or other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employeewith respect to the Issuer or the Investment Manager) and that is not made pursuant to anapplicable exemption under the Securities Act and the Investment Company Act shall be nulland void and any such purported transfer of which the Issuer, the Co-Issuer or the Trustee shallhave notice may be disregarded by the Issuer, the Co-Issuer and the Trustee for all purposes.

If (i) any U.S. person that is not a QIB/QP or, in the case of Certificated (b)Secured Notes only, an IAI/QP or that does not have an exemption available under the SecuritiesAct and the Investment Company Act shall become the Holder or beneficial owner of an interestin any Secured Note (other than the Combination Notes), or (ii) any U.S. person that is not (1)either (A) a Qualified Institutional Buyer or (B) in the case of Non-Clearing Agency Securitiesonly, an Institutional Accredited Investor or an Accredited Investor and (2) either (A) a QualifiedPurchaser or (B) in the case of Non-Clearing Agency Securities only, a KnowledgeableEmployee with respect to the Issuer or the Investment Manager (or a corporation, partnership,limited liability company or other entity (other than a trust), each shareholder, partner, memberor other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employeewith respect to the Issuer or the Investment Manager) or that does not have an exemptionavailable under the Securities Act and Investment Company Act shall become the Holder orbeneficial owner of an interest in a Combination Note or a Subordinated Note (any such person a“Non-Permitted Holder”), the Issuer shall, promptly after discovery that such person is aNon-Permitted Holder by the Issuer, the Co-Issuer or the Trustee (or upon notice to the Issuerfrom the Trustee, if a Trust Officer of the Trustee obtains actual knowledge, or by the Co-Issuerif it makes the discovery (who, in each case, agrees to notify the Issuer of such discovery, ifany)), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holdertransfer all or any portion of its Notes or interests therein to a Person that is not a Non-PermittedHolder within 30 days after the date of such notice. If such Non-Permitted Holder fails to sotransfer such Notes or interest therein, the Issuer or the Investment Manager on behalf of theIssuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Notesor interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holderon such terms as the Issuer may choose. The Issuer, or the Investment Manager acting on behalfof the Issuer, may select the purchaser by soliciting one or more bids from one or more brokersor other market professionals that regularly deal in securities similar to the Notes and sellingsuch Notes to the highest such bidder, provided that the Investment Manager, its Affiliates andaccounts, funds, clients or portfolios established and controlled by the Investment Manager shallbe entitled to bid in any such sale. However, the Issuer or the Investment Manager may select apurchaser 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 theNon-Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with theIssuer (and the Investment Manager on behalf of the Issuer) and the Trustee to effect suchtransfers. The proceeds of such sale, net of any commissions, expenses and taxes due inconnection with such sale shall be remitted to the Non-Permitted Holder. The terms andconditions of any sale under this subsection shall be determined in the sole discretion of theIssuer, and none of the Issuer, the Investment Manager or the Trustee shall be liable to anyPerson having an interest in the Notes sold as a result of any such sale or the exercise by theIssuer of such discretion.

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

If any Person shall become the beneficial owner of a Note who has made(d)or is deemed to have made, as applicable, a prohibited transaction representation or a BenefitPlan Investor, Controlling Person, Similar Law or Other Plan Law representation required bySection 2.5 that is subsequently shown to be false or misleading or, in the case of an ERISARestricted Note, whose beneficial ownership otherwise results in Benefit Plan Investors holding25% or more of the total value of any such Class of Notes (calculated as described in Section 2.5(c) hereof and otherwise in accordance with ERISA) (any such person a “Non-Permitted ERISA Holder”), the Issuer shall, promptly after discovery that such person is a Non-PermittedERISA Holder by the Issuer (or upon notice to the Issuer by the Trustee, if a Trust Officer of theTrustee obtains actual knowledge, or the Co-Issuer if it makes the discovery (who, in each case,agrees to notify the Issuer of such discovery, if any)), send notice to such Non-Permitted ERISAHolder demanding that such Non-Permitted ERISA Holder transfer all or any portion of itsNotes or interests therein to a Person that is not a Non-Permitted ERISA Holder (and that isotherwise eligible to hold such Notes or an interest therein) within ten days after the date of suchnotice. If such Non-Permitted ERISA Holder fails to so transfer such Notes or interests thereinwithin 10 days of such notice, the Issuer or the Investment Manager acting for the Issuer shallhave the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes orinterest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISAHolder (and that is otherwise eligible to hold such Notes or an interest therein) on such terms asthe Issuer may choose. The Issuer or the Investment Manager acting for the Issuer may selectthe purchaser by soliciting one or more bids from one or more brokers or other marketprofessionals that regularly deal in securities similar to the Notes and selling such Notes to thehighest such bidder. However, the Issuer may select a purchaser by such other method as itdetermines in its sole discretion. The Holder of each Note, the Non-Permitted ERISA Holderand each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder,by its acceptance of an interest in the Notes agrees to cooperate with the Issuer and the Trusteeto effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxesdue in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. Theterms and conditions of any sale under this subsection shall be determined in the sole discretionof the Issuer, and none of the Issuer, the Investment Manager or the Trustee shall be liable to anyPerson having an interest in the Notes sold as a result of any such sale or the exercise by theIssuer of such discretion.

If the Issuer, or the Investment Manager on behalf of the Issuer,(e)determines pursuant to Section 8.6 that compelled disposition of any Combination Notes or anySubordinated Notes by any Holder that is a Knowledgeable Employee with respect to the Issueror the Investment Manager is necessary (such Holder, a “Non-Permitted Regulatory Holder”),the Issuer or the Investment Manager on behalf of the Issuer shall, promptly thereafter, sendnotice to such Non-Permitted Regulatory Holder demanding that it transfer its interest to a

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Person that is not a Non-Permitted Regulatory Holder within 20 days after the date of suchnotice.

If such Non-Permitted Regulatory Holder fails to transfer its Combination(i)Notes or Subordinated Notes or interest therein, the Issuer, or the Investment Manager onbehalf of the Issuer, shall have the right, without further notice, to sell such CombinationNotes or Subordinated Notes or such Non-Permitted Regulatory Holder’s interest in suchCombination Notes or Subordinated Notes to a purchaser selected by the Issuer, or theInvestment Manager on behalf of the Issuer, that is not a Non-Permitted RegulatoryHolder by soliciting one or more bids from five or more brokers or other marketprofessionals that regularly deal in securities similar to such Combination Notes andSubordinated Notes, as applicable, and selling such Combination Notes or SubordinatedNotes, as applicable, to the highest such bidder; provided that if no bids can be obtainedwithin three days of such solicitation, the Issuer, or the Investment Manager on behalf ofthe Issuer, may select a purchaser by any other means and on such terms determined by itin its sole discretion.

By its acceptance of an interest in any Combination Note or Subordinated(ii)Note, each Holder that is a Knowledgeable Employee with respect to the Issuer or theInvestment Manager agrees to cooperate with the Issuer and the Investment Manager toeffect such transfers.

The proceeds of such sale, net of any commissions, expenses and taxes(iii)due in connection with such sale shall be remitted to the Issuer or the InvestmentManager on behalf of the Issuer for further remittance to such Non-Permitted RegulatoryHolder.

The terms and conditions of any sale under this Section 2.11(e) (other than(iv)the bidding process described in Section 2.11(e)(i)) shall be determined in the solediscretion of the Issuer, or the Investment Manager on behalf of the Issuer, and none ofthe Issuer, the Investment Manager or the Trustee shall be liable to such Non-PermittedRegulatory Holder as a result of any such sale or the exercise by the Issuer of suchdiscretion.

Additional Issuance. (a) At any time during the ReinvestmentSection 2.12Period and with at least 15 Business Daysdays’ prior written notice to the Trustee, the Co-Issuers(at the direction of the Investment Manager) may (i) issue and sell additional notes of any one ormore new classes of securities that are fully subordinated to the existing Secured Notes (or to themost junior class of securities of the Issuer (other than the Subordinated Notes) issued pursuantto this Indenture, if any class of securities issued pursuant to this Indenture other than theSecured Notes and the Subordinated Notes is then Outstanding) (such additional notes described in this clause (i), “Junior Mezzanine Notes”) and/or (ii) issue and sell additional notes of any oneor more existing Classes (other than the Combination Notes) and use the net proceeds topurchase additional Collateral Obligations or as otherwise permitted under this Indenture,provided that the following conditions are met:

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the Investment Manager consents to such issuance, and such issuance is(i)consented to by a Majority of the Subordinated Notes;

in the case of additional notes of any one or more existing Classes, the(ii)Aggregate Outstanding Amount of Secured Notes and/or Subordinated Notes of suchClass issued in all additional issuances shall not exceed 100% of the respective originalAggregate Outstanding Amount of the Secured Notes and/or Subordinated Notes of suchClass;

in the case of additional notes of any one or more existing Classes, the(iii)terms of the securities issued or funded must be identical to the respective terms ofpreviously issued Notes of the applicable Class (except that the interest due on anyadditional notes will accrue from the issue date of such additional notes and the interestrate and price of such notes do not have to be identical to those of the initial Notes of thatClass; provided that the interest rate of any such additional notes shall not be greater thanthe interest rate of the initial Notes of that Class);

in the case of additional notes of any one or more existing Classes, unless(iv)only additional Subordinated Notes and/or Junior Mezzanine Notes are being issued,additional notes of all Classes (other than the Combination Notes) must be issued andsuch issuance of additional notes must be proportional across such Classes; provided thatthe principal amount of Subordinated Notes and/or Junior Mezzanine Notes issued in anysuch issuance may exceed the proportion otherwise applicable to the Subordinated Notes and any Junior Mezzanine Notes;

the Issuer notifies each Rating Agency of such issuance prior to the(v)issuance date;

(x) in the case of additional notes of any one or more existing Classes of (vi)Secured Notes, the proceeds of any additional notes (net of fees and expenses incurred inconnection with such issuance) shall be treated as Principal Proceeds and used topurchase additional Collateral Obligations, to invest in Eligible Investments or to applypursuant to the Priority of Payments and (y) in the case of additional Subordinated Notes and/or Junior Mezzanine Notes, the proceeds of such additional Notes may be used for any Permitted Use;

the degree of compliance with each Overcollateralization Ratio Test is(vii)maintained or improved immediately after giving effect to such issuance and theapplication of the proceeds thereof;

unless only additional Subordinated Notes are being issued, the additional(viii)notes must be issued in a manner that will allow the Issuer to accurately provide the taxinformation relating to original issue discount required hereunder to the Holders ofSecured Notes;

an opinion of tax counsel of nationally recognized standing in the United(ix)States experienced in such matters shall be delivered to the Trustee to the effect that any

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additional Class A Notes, Class B Notes, Class C Notes, and Class D Notes will betreated, and any additional Class E Notes should be treated, as indebtedness for U.S.federal income tax purposes; provided, however, that such opinion of tax counsel will notbe required with respect to any additional Notes that bear a different CUSIP number (orequivalent identifier) from the Notes of the same Class that were issued on the ClosingDate and are outstanding at the time of the additional issuance;

any additional Notes will be issued in a manner that allows the Issuer to(x)provide the tax information relating to original issue discount that this Indenture requiresthe Issuer to provide to Holders and beneficial owners of Secured Notes (including theadditional Notes); and

the Trustee has received an Officer’s certificate of the Issuer to the effect(xi)that the conditions in this Section 2.12(a) have been satisfied;

(xii) unless only additional Subordinated Notes are being issued, the prior written consent of a Majority of the Class A Notes has been obtained; and(xiii) no Default or Event of Default shall have occurred and be continuing immediately after giving effect to such additional issuance.

Any such additional notes of an existing Class may be offered at prices(b)that differ from the applicable initial offering price.

Any additional notes of an existing Class issued as described above will,(c)to the extent reasonably practicable, be offered first to Holders of that Class in such amounts asare necessary to preserve (on an approximate basis) their pro rata holdings of Notes of suchClass.

An additional issuance may also be effected in connection with a(d)Refinancing, subject only to the applicable requirements of Article IX.

Issuer Purchases of Secured Notes. (a) Notwithstanding anythingSection 2.13to the contrary in this Indenture, at any time during the Reinvestment Period, the InvestmentManager, on behalf of the Issuer, may conduct purchases of the Secured Notes, in whole or inpart, in accordance with, and subject to, the terms and conditions set forth in Section 2.13(b)below. Notwithstanding the provisions of Section 10.2, amounts in the Principal CollectionSubaccount (including Contributions designated as Principal Proceeds) may be disbursed forpurchases of Secured Notes in accordance with the provisions described in this Section 2.13.The Trustee shall cancel in accordance with Section 2.9 any such purchased Secured Notessurrendered to it for cancellation or, in the case of any Global Notes, the Trustee shall decreasethe Aggregate Outstanding Amount of such Global Notes in its records by the full par amount ofthe purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conformits records.

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No purchases of the Secured Notes may occur unless each of the(b)following conditions is satisfied:

other than with respect to purchases made solely with the proceeds of a(i)Contribution, such purchases of Secured Notes shall occur in the following sequentialorder of priority: first, the Class A Notes, until the Class A Notes are retired in full;second, the Class B Notes, until the Class B Notes are retired in full; third, the Class C-1Notes and the Class C-2 Notes, pro rata, based on the Aggregate Outstanding Amount ofeach such Class, until the Class C Notes are retired in full; fourth, the Class D Notes,until the Class D Notes are retired in full; and fifth, the Class E Notes, until the Class E Notes are retired in full; and sixth, the Class F Notes, until the Class F Notes are retiredin full;

(A) each such purchase of Secured Notes of any Class shall be made in the(ii)open secondary market at a price negotiated on an arm’s length basis and (B) eachapplicable Holder shall receive a purchase offer and shall have the right, but not theobligation, to accept such offer in accordance with its terms;

each such purchase shall be effected only at prices discounted from par;(iii)

each such purchase of Secured Notes shall be effected with Principal(iv)Proceeds (including Contributions designated as Principal Proceeds) and, solely withrespect to the payment of any accrued and unpaid interest and Secured Note DeferredInterest, Interest Proceeds;

(A) each Coverage Test will be maintained or improved, after giving(v)effect to such purchase, when compared to the level of compliance with each suchCoverage Test (I) immediately prior to such purchase, in the case of a purchase effectedother than from proceeds of any sale of a Collateral Obligation, or (II) immediately priorto the commencement of such sale or sales, in the case of a purchase effected from theproceeds of one or more sales of Collateral Obligations; (B) each Collateral Quality Testwill be satisfied, or if not satisfied, such Collateral Quality Test will be maintained orimproved, after giving effect to such purchase, when compared to the level of compliancewith each such Collateral Quality Test (I) immediately prior to such purchase, in the caseof a purchase effected other than from proceeds of any sale of a Collateral Obligation, or(II) immediately prior to the commencement of such sale or sales, in the case of apurchase effected from the proceeds of one or more sales of Collateral Obligations; and(C) each of the Concentration Limitations will be satisfied, or if not satisfied, suchConcentration Limitation will be maintained or improved, after giving effect to suchpurchase, when compared to the level of compliance with each such ConcentrationLimitation (I) immediately prior to such purchase, in the case of a purchase effected otherthan from proceeds of any sale of a Collateral Obligation, or (II) immediately prior to thecommencement of such sale or sales, in the case of a purchase effected from the proceedsof one or more sales of Collateral Obligations;

no Event of Default shall have occurred and be continuing;(vi)

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any Secured Notes to be purchased shall be surrendered to the Trustee for(vii)cancellation in accordance with Section 2.9;

with respect to each such purchase, notice shall have been provided to(viii)Fitch and Moody’s;

each such purchase will otherwise be conducted in accordance with(ix)applicable law; and

the Trustee has received an Officer’s certificate of the Investment(x)Manager to the effect that the conditions in Section 2.13(b)(i) to (ix) have been satisfied.

Within one Business Day following any Issuer purchase of the Secured Notes, theIssuer will, by written notice to the Trustee in the form of Exhibit F hereto, submit to the Trusteea notice regarding the completed Issuer purchase of Secured Notes and upon request by anyHolder of the same Class of Notes, the Trustee shall make such notice available to such Holder.The Trustee will post the contents of such notice to the Trustee’s secure website within twoBusiness Days following receipt of such notice; it being understood that such notice will beaccessible to all Holders upon such posting.

Tax Treatment; Tax Certifications. (a) Each Holder (including,Section 2.14for purposes of this Section 2.14, any holder of a beneficial interest in a Note) will treat theIssuer, the Co-Issuer, and the Notes as described in the “Certain U.S. Federal Income TaxConsiderations” section of the Offering Circular for all U.S. federal, state and local income andfranchise tax purposes and will take no action inconsistent with such treatment unless requiredby law.

Each Holder will timely furnish the Issuer or its agents with any tax forms(b)or certifications (such as an applicable IRS Form W-8 (together with appropriate attachments),IRS Form W-9, or any successors to such IRS forms) that the Issuer or its agents may reasonablyrequest (A) to permit the Issuer or its agents to make payments to such Holder without, or at areduced rate of, withholding, (B) to enable the Issuer or its agents to qualify for a reduced rate ofwithholding or deduction in any jurisdiction from or through which the Issuer or its agentsreceive payments, and (C) to enable the Issuer or its agents to satisfy reporting and otherobligations under the Code, Treasury regulations, and any other applicable law, and will updateor replace such tax forms or certifications as appropriate or in accordance with their terms orsubsequent amendments, and acknowledges that the failure to provide, update or replace anysuch tax forms or certifications may result in the imposition of withholding or back-upwithholding upon payments to such Holder or the Issuer. Amounts withheld pursuant toapplicable tax laws by the Issuer or its agents will be treated as having been paid to a Holder bythe Issuer.

Each Holder will provide the Issuer or its agents with any correct,(c)complete and accurate information and documentation that may be required for the Issuer tocomply with FATCA and to prevent the imposition of U.S. federal withholding tax underFATCA on payments to or for the benefit of the Issuer. In the event such Holder fails to provide

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such information or documentation, or to the extent that its ownership of Notes would otherwisecause the Issuer to be unable to comply with FATCA, (A) the Issuer (and any agent acting on itsbehalf) is authorized to withhold amounts otherwise distributable to such Holder ascompensation for any tax imposed under FATCA as a result of such failure or such Holder’sownership, and (B) to the extent necessary to avoid an adverse effect on the Issuer as a result ofsuch failure or such Holder’s ownership, the Issuer will have the right to compel such Holder tosell its Notes and, if such Holder does not sell its Notes within 10 Business Days after noticefrom the Issuer or its agents, the Issuer will have the right to sell such Notes at a public or privatesale called and conducted in any manner permitted by law, and to remit the net proceeds of suchsale (taking into account any taxes incurred by the Issuer in connection with such sale) to suchHolder as payment in full for such Notes. The Issuer may also assign each such Note a separateCUSIP or CUSIPs in the Issuer’s sole discretion. Each Holder agrees that the Issuer, the Trusteeor their agents or representatives may (1) provide any information and documentationconcerning its investment in its Notes to the Cayman Islands Tax Information Authority, the U.S.Internal Revenue Service and any other relevant tax authority and (2) take such other steps asthey deem necessary or helpful to ensure that the Issuer complies with FATCA.

If it is a Holder of a Class E Note, Class F Note, Combination NotesNote(d)or Subordinated Note and is not a “United States person” (as defined in Section 7701(a)(30) ofthe Code), it either (i) is not a bank (within the meaning of Section 881(c)(3)(A)) or an affiliateof a bank, (ii) (x) will not directly or indirectly own more than 33-1/3%, by value, of theaggregate of the Notes within such Class and any other Notes that are ranked pari passu with orare subordinated to such Notes, and will not otherwise be related to the Issuer (within themeaning of Treasury regulations section 1.881-3) and (y) has not purchased the Notes in wholeor in part to avoid any U.S. federal tax liability (including, without limitation, any U.S.withholding tax that would be imposed with respect to payments on the Collateral Obligations ifthe Collateral Obligations were held directly by the Holder); or (iii) has provided an IRS FormW-8ECI representing that all payments received or to be received from the Issuer are effectivelyconnected with the conduct of a trade or business in the United States and includible in its grossincome.

Each Holder that owns more than 50% of the Subordinated Notes(e)(including the Subordinated Note Component of any Combination Notes) by value or isotherwise treated as a member of the Issuer's “expanded affiliated group” (as defined in Treasuryregulations section 1.1471-5T(i) (or any successor provision)), represents that it will (A) confirmthat any member of such expanded affiliated group (assuming that the Issuer and any IssuerSubsidiary is a “participating FFI” within the meaning of Treasury regulations section1.1471-1T(b)(91) (or any successor provision)) that is treated as a “foreign financial institution”within the meaning of Section 1471(d)(4) of the Code and any Treasury regulations promulgatedthereunder is either a “participating FFI”, a “registered deemed-compliant FFI” or an “exemptbeneficial owner” within the meaning of Treasury regulations section 1.1471-4T(e) (or anysuccessor provision), and (B) promptly notify the Issuer in the event that any member of suchexpanded affiliated group that is treated as a “foreign financial institution” within the meaning ofSection 1471(d)(4) of the Code and any Treasury regulations promulgated thereunder is noteither a “participating FFI”, a “registered deemed-compliant FFI” or an “exempt beneficialowner” within the meaning of Treasury regulations section 1.1471-4T(e) (or any successor

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provision), in each case except to the extent that the Issuer or its agents have provided suchHolder with an express waiver of this requirement.

No Holder of Combination Notes or Subordinated Notes will treat any(f)income with respect to its Subordinated Notes (including the Subordinated Note Component ofany Combination Notes) as derived in connection with the Issuer’s active conduct of a banking,financing, insurance, or other similar business for purposes of Section 954(h)(2) of the Code.

Additional Terms for Combination Notes. Section 2.15

Notwithstanding anything to the contrary set forth in this Indenture, the(a)following terms and conditions shall apply to the Combination Notes:

Each Holder of the Combination Notes shall be entitled to all of the(i)payment, distribution, redemption, voting and consent rights of Holders of (A) the ClassC-1 Notes based on the Aggregate Outstanding Amount of the Class C-1 Notesrepresented by the Class C-1 Note Component held by such Holder compared with theAggregate Outstanding Amount of all Class C-1 Notes (including those represented bythe Class C-1 Note Component) and (B) the Subordinated Notes based on the AggregateOutstanding Amount of the Subordinated Notes represented by the Subordinated NoteComponent held by such Holder compared with the Aggregate Outstanding Amount ofall Subordinated Notes (including those represented by the Subordinated NoteComponent). Except to the extent otherwise explicitly provided herein, the Holders ofthe Combination Notes shall not be entitled to voting rights as a separate Class.Additionally, the Holders of the Combination Notes shall not be entitled to direct theTrustee pursuant to this Indenture except (A) with the Holders of Class C-1 Notes to theextent of their interest in the Class C-1 Note Component or (B) with the Holders ofSubordinated Notes to the extent of their interest in the Subordinated Note Component.

On each date on which payments are made (x) to the Class C-1 Notes, a(ii)portion of all such payments, whether of principal, interest or any other payments, on theAggregate Outstanding Amount of Class C-1 Notes shall be allocated to the Holders ofthe Combination Notes, in the proportion that the Aggregate Outstanding Amount of theClass C-1 Notes related to the Class C-1 Note Component bears to the AggregateOutstanding Amount of the Class C-1 Notes as a whole (including the Class C-1 NoteComponent) and (y) to the Subordinated Notes, a portion of all such payments, whetherof principal, interest or any other payments, on the Aggregate Outstanding Amount ofSubordinated Notes shall be allocated to the Holders of the Combination Notes, in theproportion that the Aggregate Outstanding Amount of the Subordinated Notes related tothe Subordinated Note Component bears to the Aggregate Outstanding Amount of theSubordinated Notes as a whole (including the Subordinated Note Component). No otherpayments shall be made on the Combination Notes. The Trustee shall disburse paymentson the Combination Notes such that payments in respect of all Combination NoteComponents are received by the Holders thereof in a single wire transfer or check.

Exchanges of Combination Notes for Component Notes. If the Holder of(b)a Combination Note wishes at any time to exchange such Combination Note for the Class C-1

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Notes and Subordinated Notes constituting the Combination Note Components of suchCombination Note, such exchange shall only be made in accordance with this Section 2.15(b)(i).A Holder of a Combination Note may exchange such Combination Note (in whole but not inpart) for one or more Class C-1 Notes and Subordinated Notes (unless the Class C-1 Notes orSubordinated Notes, as applicable, have been fully paid) in the same proportion as thePermissible Ratio. No exchange of a Combination Note for the Class C-1 Notes andSubordinated Notes representing its underlying components shall be made until surrender of theCombination Note to be exchanged at the Corporate Trust Office, accompanied by the applicabletransfer certificates required pursuant to Section 2.5 with respect to a transfer of eachCombination Note Component, duly executed by the holder of such Combination Note. Uponthe receipt by the Trustee of the Combination Note and the transfer certificates referred to in thepreceding sentence, (i) the Co-Issuers shall execute, the Trustee shall authenticate and theNoteholder shall obtain from the Trustee (x) one or more new Class C-1 Notes in an amountequal to the Aggregate Outstanding Amount of the Class C-1 Note Component so exchanged and(y) one or more new Subordinated Notes in an amount equal to the Aggregate OutstandingAmount of the Subordinated Note Component so exchanged. No exchange of Class C-1 Notes orSubordinated Notes (including such Notes resulting from the previous exchange of aCombination Note under this Section 2.15(b)) may be made for a Combination Note. The Issuershall provide notice to the Rating Agencies of any Combination Notes exchanged for theirCombination Note Components. In addition, if at any time, the Combination Notes of anyHolder are comprised solely of a Subordinated Note Component as the result of a redemption,sale, transfer or exchange of the Class C-1 Notes, such Combination Note shall be exchanged forSubordinated Notes in an amount equal to the Aggregate Outstanding Amount of the relatedSubordinated Note Component, and each Holder and beneficial owner of Combination Notesagrees to reasonably cooperate with the Issuer and the Trustee to effect such exchange. TheTrustee, as Registrar, shall record any exchange of Combination Notes and the CombinationNote Components in the Register.

The Combination Notes shall only be redeemed prior to their Stated(c)Maturity in whole or in part to the extent of the early redemption of the Class C-1 Notescomprising the Class C-1 Note Component and/or the early redemption of the SubordinatedNotes comprising the Subordinated Note Component. Any proceeds of the early redemption ofthe Class C-1 Note Component or the Subordinated Note Component shall be paid to the Holdersof the Combination Notes on the related Redemption Date to the extent of the ratable portion ofsuch proceeds allocable to the Class C-1 Note Component or the Subordinated Note Component,as applicable. The Combination Notes shall be redeemed with respect to (x) the Class C-1 NoteComponent by allocation of payments in respect of the Class C-1 Notes to the Class C-1 NoteComponent and (y) the Subordinated Note Component by allocation of payments in respect ofthe Subordinated Notes to the Subordinated Note Component.

For the avoidance of doubt, on the Refinancing Date, the Combination (d)Notes will be redeemed to the extent of the redemption of the Class C-1 Notes comprising the Class C-1 Note Component. On or after the Refinancing Date, Holders of Combination Notes may exchange their Combination Notes (or interests therein) for a corresponding Subordinated Note (or position therein). Following the date on which all such Combination Notes have been so exchanged, any provisions of this Indenture with respect to Combination Notes shall be deemed to be inapplicable.

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ARTICLE III


Conditions to Issuance of Notes on Closing Date. (a) The NotesSection 3.1to be issued on the Closing Date may be registered in the names of the respective Holdersthereof and may be executed by the Applicable Issuers and delivered to the Trustee forauthentication and thereupon the same shall be authenticated and delivered by the Trustee uponIssuer Order and upon receipt by the Trustee, in each case, of the following:

Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An(i)Officer’s certificate of each of the Co-Issuers (A) evidencing the authorization by BoardResolution of the execution and delivery of this Indenture, and, in the case of the Issuer,the Investment Management Agreement, the Collateral Administration Agreement, theSecurities Account Control Agreement and related transaction documents, the execution,authentication and delivery of the Notes applied for by it and specifying the StatedMaturity, principal amount and Interest Rate of each Class of Secured Notes applied forby it and (with respect to the Issuer only) the Stated Maturity and principal amount ofSubordinated Notes to be authenticated and delivered and (B) certifying that (1) theattached copy of the Board Resolution is a true and complete copy thereof, (2) suchresolutions have not been rescinded and are in full force and effect on and as of theClosing Date and (3) the Officers authorized to execute and deliver such documents holdthe offices and have the signatures indicated thereon.

Governmental Approvals. From each of the Co-Issuers either (A) a(ii)certificate of the Applicable Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at the timehaving jurisdiction in the premises, together with an Opinion of Counsel of suchApplicable Issuer that no other authorization, approval or consent of any governmentalbody is required for the valid issuance of the Notes or (B) an Opinion of Counsel of theApplicable Issuer that no such authorization, approval or consent of any governmentalbody is required for the valid issuance of such Notes except as has been given.

U.S. Counsel Opinions. Opinions of Cadwalader, Wickersham & Taft(iii)LLP, special U.S. counsel to the Co-Issuers and the Initial Purchaser, Dentons US LLP,counsel to the Trustee and the Collateral Administrator, Dechert LLP, special U.S.counsel to the Investment Manager and special U.S. tax counsel to the Co-Issuers, andinternal counsel of the Investment Manager, each dated the Closing Date, in form andsubstance satisfactory to the Issuer.

Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman(iv)Islands counsel to the Issuer, dated the Closing Date, in form and substance satisfactoryto the Issuer.

Officers’ Certificates of Co-Issuers Regarding Indenture. An Officer’s(v)certificate of each of the Co-Issuers stating that, to the best of the signing Officer’s

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knowledge, the Applicable Issuer is not in default under this Indenture and that theissuance of the Notes applied for by it will not result in a default or a breach of any of theterms, conditions or provisions of, or constitute a default under, its organizationaldocuments, any indenture or other agreement or instrument to which it is a party or bywhich it is bound, or any order of any court or administrative agency entered in anyProceeding to which it is a party or by which it may be bound or to which it may besubject; that all conditions precedent provided in this Indenture relating to theauthentication and delivery of the Notes applied for by it have been complied with; andthat all expenses due or accrued with respect to the Offering of such Notes (or, in the caseof the Co-Issuer, the Secured Notes) or relating to actions taken on or in connection withthe Closing Date have been paid or reserves therefor have been made. The Officer’scertificate of the Issuer shall also state that all of its representations and warrantiescontained herein are true and correct as of the Closing Date.

Investment Management Agreement, Collateral Administration (vi)Agreement and Securities Account Control Agreement. An executed counterpart of theInvestment Management Agreement, the Collateral Administration Agreement and theSecurities Account Control Agreement.

Certificate of the Investment Manager. An Officer’s certificate of the(vii)Investment Manager, dated as of the Closing Date, to the effect that:

each Collateral Obligation to be Delivered by the Issuer on the(A)Closing Date, and each Collateral Obligation with respect to which theInvestment Manager on behalf of the Issuer has purchased or has entered into abinding commitment to purchase is listed in the Schedule of CollateralObligations;

in the case of each such Collateral Obligation in the Schedule of(B)Collateral Obligations, immediately prior to the Delivery of any CollateralObligations on the Closing Date, the information with respect to each suchCollateral Obligation in the Schedule of Collateral Obligations is complete andcorrect;

in the case of (x) each such Collateral Obligation to be Delivered(C)on the Closing Date, immediately prior to the Delivery thereof on the ClosingDate, it satisfies, and (y) each Collateral Obligation that the Investment Manageron behalf of the Issuer committed to purchase on or prior to the Closing Date,each such Collateral Obligation, upon its acquisition, will satisfy, therequirements of the definition of “Collateral Obligation” in this Indenture;

in the case of each such Collateral Obligation, the Issuer purchased(D)or entered into, or committed to purchase or enter into, each such CollateralObligation is in compliance with the Tax Guidelines; and

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the Aggregate Principal Balance of the Collateral Obligations(E)which the Issuer has purchased or executed trades to purchase on or prior to theClosing Date is not less than 80% of the Target Initial Par Amount.

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

Certificate of the Issuer Regarding Assets. A certificate of an Authorized(ix)Officer of the Issuer, dated as of the Closing Date, to the effect that:

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

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

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

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

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

based on the certificate of the Investment Manager(V)delivered pursuant to Section 3.1(a)(vii), the information set forth withrespect to such Collateral Obligation in the Schedule of CollateralObligations is correct;

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

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

based on the certificate of the Investment Manager delivered(B)pursuant to Section 3.1(a)(vii), each Collateral Obligation that the InvestmentManager on behalf of the Issuer purchased or committed to purchase on or priorto the Closing Date satisfies, or will upon its acquisition satisfy, the requirementsof the definition of “Collateral Obligation”; and

based on the certificate of the Investment Manager delivered(C)pursuant to Section 3.1(a)(vii), the Aggregate Principal Balance of the CollateralObligations which the Issuer has purchased or executed trades to purchase on orprior to the Closing Date is not less than 80% of the Target Initial Par Amount.

Rating Letters. An Officer’s certificate of the Issuer to the effect that(x)attached thereto with respect to the applicable Class of Secured Notes is a true andcorrect copy of a letter signed by Fitch (in respect of the Class A Notes) and a copy of aletter signed by Moody’s (in respect of each Class of Secured Notes) confirming thatsuch Class of Secured Notes has been assigned the applicable Initial Rating and that suchratings are in effect on the date on which the Secured Notes are delivered. TheSubordinated Notes will not be rated by any Rating Agency.

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

Issuer Order for Deposit of Funds into Accounts. (A) An Issuer Order(xii)signed in the name of the Issuer by an Authorized Officer of the Issuer, dated as of theClosing Date, authorizing the deposit of U.S.$364,690,891.83 from the proceeds of theissuance of the Notes into the Ramp-Up Account for use pursuant to Section 10.3(c), (B)an Issuer Order signed in the name of the Issuer by an Authorized Officer of the Issuer,dated as of the Closing Date, authorizing the deposit of U.S.$50,000 from the proceeds ofthe issuance of the Notes into the Expense Reserve Account for use pursuant to Section 10.3(d), (C) an Issuer Order signed in the name of the Issuer by an Authorized Officer ofthe Issuer, dated as of the Closing Date, authorizing the deposit of U.S.$0 into theRevolver Funding Account for use pursuant to Section 10.4 and (D) an Issuer Ordersigned in the name of the Issuer by an Authorized Officer of the Issuer, dated as of theClosing Date, authorizing the deposit of U.S.$1,975,000 from the proceeds of theissuance of the Notes into the Interest Reserve Account for use pursuant to Section 10.3(f).

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

Conditions to Additional Issuance. (a) Any additional notes to beSection 3.2issued during the Reinvestment Period in accordance with Section 2.12 may be executed by the

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Applicable Issuers and delivered to the Trustee for authentication and thereupon the same shallbe authenticated and delivered by the Trustee upon Issuer Order and upon receipt by the Trusteeof the following:

Officers’ Certificates of the Applicable Issuers Regarding Corporate (i)Matters. An Officer’s certificate of each of the Applicable Issuers (A) evidencing theauthorization by Board Resolution of the execution, authentication and delivery of thesecurities applied for by it and specifying the Stated Maturity, principal amount andInterest Rate (if applicable) of the securities applied for by it and (with respect to theIssuer only) the Stated Maturity and principal amount of Subordinated Notes to beauthenticated and delivered and (B) certifying that (1) the attached copy of the BoardResolution is a true and complete copy thereof, (2) such resolutions have not beenrescinded and are in full force and effect on and as of the date of issuance and (3) theOfficers authorized to execute and deliver such documents hold the offices and have thesignatures indicated thereon.

Governmental Approvals. From each of the Applicable Issuers either (A)(ii)a certificate of the Applicable Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at the timehaving jurisdiction in the premises, together with an Opinion of Counsel of suchApplicable Issuer that no other authorization, approval or consent of any governmentalbody is required for the valid issuance of the additional notes or (B) an Opinion ofCounsel of the Applicable Issuer that no such authorization, approval or consent of anygovernmental body is required for the valid issuance of such additional notes except ashas been given.

Officers’ Certificates of Applicable Issuers Regarding Indenture. An(iii)Officer’s certificate of each of the Applicable Issuers stating that, to the best of thesigning Officer’s knowledge, such Applicable Issuer is not in default under this Indentureand that the issuance of the additional notes applied for by it will not result in a default ora breach of any of the terms, conditions or provisions of, or constitute a default under, itsorganizational documents, any indenture or other agreement or instrument to which it is aparty or by which it is bound, or any order of any court or administrative agency enteredin any Proceeding to which it is a party or by which it may be bound or to which it maybe subject; that the provisions of Section 2.12 and all conditions precedent provided inthis Indenture relating to the authentication and delivery of the additional notes appliedfor by it have been complied with; and that all expenses due or accrued with respect tothe offering of such securities or relating to actions taken on or in connection with theadditional issuance have been paid or reserves therefor have been made. The Officer’scertificate of the Issuer shall also state that all of its representations and warrantiescontained herein are true and correct as of the date of additional issuance.

Supplemental Indenture. A fully executed counterpart of the supplemental(iv)indenture making such changes to this Indenture as shall be necessary to permit suchadditional issuance.

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Issuer Order for Deposit of Funds into Accounts. An Issuer Order signed(v)in the name of the Issuer by an Authorized Officer of the Issuer, dated as of the date ofthe additional issuance, authorizing the deposit of the net proceeds of the issuance intothe Collection Account for use pursuant to Section 10.2.

Evidence of Required Consents. A certificate of the Investment Manager(vi)consenting to such additional issuance and satisfactory evidence of the consent of aMajority of the Subordinated Notes to such issuance (which may be in the form of anOfficer’s certificate of the Issuer).

Issuer Order for Deposit of Funds into Expense Reserve Account. An(vii)Issuer Order signed in the name of the Issuer by an Authorized Officer of the Issuer,dated as of the date of the additional issuance, authorizing the deposit of certain of theproceeds of such additional issuance into the Expense Reserve Account for use pursuantto Section 10.3(d).

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

Custodianship; Delivery of Collateral Obligations and Eligible Section 3.3Investments. (a) The Investment Manager, on behalf of the Issuer, shall deliver or cause to bedelivered to a custodian appointed by the Issuer, which shall be a Securities Intermediary (the“Custodian”), all Assets in accordance with the definition of “Deliver.” Initially, the Custodianshall be the Bank. The initial Custodian and any successor custodian shall be an EligibleCustodian that is a Securities Intermediary; provided that if at any time the ratings of theCustodian fail to meet the criteria set forth in Section 6.8 (including the Fitch EligibleCounterparty Ratings), the Issuer shall cause the Assets in the Accounts to be moved within 30calendar days to another institution that satisfies such required ratings. Subject to the limitedright to relocate Assets as provided in Section 7.5(b), the Trustee or the Custodian, as applicable,shall hold (i) all Collateral Obligations, Eligible Investments, Cash and other investmentspurchased in accordance with this Indenture and (ii) any other property of the Issuer otherwiseDelivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer, in therelevant Account established and maintained pursuant to Section 10; as to which in each case theTrustee shall have entered into the Securities Account Control Agreement (or an agreementsubstantially in the form thereof, in the case of a successor custodian) providing, inter alia, thatthe establishment and maintenance of such Account will be governed by a law of a jurisdictionsatisfactory to the Issuer and the Trustee.

Each time that the Investment Manager on behalf of the Issuer directs or(b)causes the acquisition of any Collateral Obligation, Eligible Investment or other investment, theInvestment Manager (on behalf of the Issuer) shall, if the Collateral Obligation, EligibleInvestment or other investment is required to be, but has not already been, transferred to therelevant Account, cause the Collateral Obligation, Eligible Investment or other investment to beDelivered to the Custodian to be held in the Custodial Account (or in the case of any suchinvestment that is not a Collateral Obligation, in the Account in which the funds used to

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purchase the investment are held in accordance with Section 10) for the benefit of the Trustee inaccordance with this Indenture. The security interest of the Trustee in the funds or otherproperty used in connection with the acquisition shall, immediately and without further action onthe part of the Trustee, be released. The security interest of the Trustee shall nevertheless comeinto existence and continue in the Collateral Obligation, Eligible Investment or other investmentso acquired, including all interests of the Issuer in any contracts related to and proceeds of suchCollateral Obligation, Eligible Investment or other investment.

ARTICLE IV

SATISFACTION AND DISCHARGE

Satisfaction and Discharge of Indenture. This Indenture shall beSection 4.1discharged and shall cease to be of further effect except as to (a) rights of registration of transferand exchange, (b) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (c) rights ofHolders of Secured Notes to receive payments of principal thereof and interest thereon (subjectto Section 2.7(i)), (d) the rights, the obligations specified in this Section 4.1 and immunities ofthe Trustee hereunder, (e) the rights, obligations and immunities of the Investment Managerhereunder and under the Investment Management Agreement, (f) the rights and immunities ofthe Collateral Administrator hereunder and under the Collateral Administration Agreement and(g) the rights of Holders as beneficiaries hereof with respect to the property deposited with theTrustee and payable to all or any of them (subject to Section 2.7(i)) (and the Trustee, on demandof and at the expense of the Issuer, shall execute proper instruments acknowledging satisfactionand discharge of this Indenture) when:

(1) either:(i)

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

all Notes not theretofore delivered to the Trustee for cancellation(B)(I) have become due and payable, (II) will become due and payable at their StatedMaturity within one year or (III) are to be called for redemption pursuant toArticle IX under an arrangement satisfactory to the Trustee for the giving ofnotice of redemption by the Applicable Issuers pursuant to Section 9.4 and theIssuer has irrevocably deposited or caused to be deposited with the Trustee, intrust for such purpose, Cash or non-callable direct obligations of the United Statesof America; provided that the obligations are entitled to the full faith and credit ofthe United States of America or are debt obligations which are rated “Aaa” byMoody’s, in an amount sufficient, as recalculated in an agreed upon proceduresreport by a firm of Independent certified public accountants which are nationallyrecognized, to pay and discharge the entire indebtedness on such Notes, forprincipal and interest payable thereon under this Indenture to the date of such

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deposit (in the case of Notes which have become due and payable), or to theirStated Maturity or Redemption Date, as the case may be, and shall have Grantedto the Trustee a valid perfected security interest in such Eligible Investment that isof first priority or free of any adverse claim, as applicable, and shall havefurnished an Opinion of Counsel with respect thereto; provided that thissubsection (i)(B) shall not apply if an election to act in accordance with theprovisions of Section 5.5(a) shall have been made and not rescinded;

(2) the Issuer has paid or caused to be paid all other sums then due andpayable hereunder (including any amounts then due and payable pursuant to the CollateralAdministration Agreement and the Investment Management Agreement without regard to theAdministrative Expense Cap) by the Issuer and no other amounts are scheduled to be due andpayable by the Issuer; and

(3) the Co-Issuers have delivered to the Trustee Officers’ certificates and anOpinion of Counsel, each stating that all conditions precedent herein provided for relating to thesatisfaction and discharge of this Indenture have been complied with; or

(1) each of the Co-Issuers has delivered to the Trustee a certificate(ii)stating that (A) there are no income producing Assets that remain subject to the lien ofthis Indenture, and (B) all funds on deposit in the Accounts have been distributed inaccordance with the terms of this Indenture or have otherwise been irrevocably depositedwith the Trustee for such purpose; and

(2) the Co-Issuers have delivered to the Trustee Officer’s certificatesand an Opinion of Counsel, each stating that all conditions precedent herein provided forrelating to the satisfaction and discharge of this Indenture have been complied with, andthe Trustee confirms to the Issuer that:

all Collateral Obligations and all other income producing Assets(A)(I) have matured, (II) have been sold, assigned, terminated or otherwise disposedof or (II) have otherwise been converted into Cash;

all Cash in the Accounts has been distributed pursuant to this(B)Indenture; and

no assets (other than Excepted Property) are on deposit in or to the(C)credit of any deposit account or securities account (including any Accounts) in thename of the Issuer (or the Trustee for the benefit of the Issuer or any SecuredParty).

Upon discharge of this Indenture, the Trustee shall give prompt notice of suchdischarge to the Issuer or the Administrator as may be reasonably required by the Issuer orAdministrator in order for the liquidation of the Issuer to be completed. Notwithstanding thesatisfaction and discharge of this Indenture, the rights and obligations of the Co-Issuers, theTrustee, the Investment Manager and, if applicable, the Holders, as the case may be, under

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Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1, 14.15(d) and 14.16 shallsurvive.

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

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

ARTICLE V

REMEDIES

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

a default in the payment, when due and payable, of any interest (including(a)Secured Note Deferred Interest) on any Class A Note or Class B Note or, if there are no Class ANotes or Class B Notes Outstanding, any Class C Note or, if there are no Class A Notes, Class BNotes or Class C Notes Outstanding, any Class D Note or, if there are no Class A Notes, Class BNotes, Class C Notes or Class D Notes Outstanding, any Class E Note or, if there are no Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes Outstanding, any Class F Note and, in each case, the continuation of any such default for (i) five Business Days, or (ii) inthe case of a default resulting from a failure to disburse due to an administrative error oromission by the Trustee, the Registrar or any Paying Agent, five Business Days after a TrustOfficer of the Trustee or such Paying Agent receives written notice or has actual knowledge ofsuch administrative error or omission (irrespective of whether the cause of such administrativeerror or omission has been determined);

a default in the payment of any principal of any Note when it becomes due(b)and payable, at its Stated Maturity or on a Redemption Date; provided that, in the case of adefault resulting from a failure to disburse due to an administrative error or omission by theTrustee, the Registrar or any Paying Agent, such default shall not be an Event of Default unlesssuch failure continues for five Business Days after a Trust Officer of the Trustee or such Paying

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Agent receives written notice or has actual knowledge of such administrative error or omission(irrespective of whether the cause of such administrative error or omission has been determined);

the failure on any Payment Date to disburse amounts available in the(c)Payment Account (other than a default in payment described in clause (a) or clause (b) above) inaccordance with the Priority of Payments in an aggregate amount in excess of $10,000 andcontinuation of such failure for a period of ten Business Days; provided that, in the case of adefault resulting from a failure to disburse due to an administrative error or omission by theInvestment Manager, the Trustee, the Collateral Administrator, the Registrar or any PayingAgent, such default will not be an Event of Default unless such failure continues for ten BusinessDays after a Trust Officer of the Trustee or such Paying Agent receives written notice or hasactual knowledge of such administrative error or omission (irrespective of whether the cause ofsuch administrative error or omission has been determined);

either of the Co-Issuers or the Assets becomes an investment company(d)required to be registered under the Investment Company Act and either of the Co-Issuers or theAssets continues to be required to be registered under the Investment Company Act for a periodof 45 days after becoming an investment company required to be so registered;

except as otherwise provided in this Section 5.1, a default in a material(e)respect in the performance, or breach in a material respect, of any other covenant or otheragreement of the Issuer or the Co-Issuer in this Indenture (it being understood, without limitingthe generality of the foregoing, that any failure to meet any Concentration Limitation, CollateralQuality Test, Coverage Test or Interest Diversion Test, is not an Event of Default and any failureto satisfy the requirements of Section 7.18 is not an Event of Default, except in either case to theextent provided in clause (g) below), or the failure of any representation or warranty of the Issueror the Co-Issuer made in this Indenture or in any certificate or other writing delivered pursuanthereto or in connection herewith to be correct in each case in all material respects when the sameshall have been made, and the continuation of such default, breach or failure for a period of 30days after notice to the Issuer or the Co-Issuer, as applicable, and the Investment Manager byregistered or certified mail or overnight courier, by the Trustee, the Issuer, the Co-Issuer or theInvestment Manager, or to the Issuer or the Co-Issuer, as applicable, the Investment Managerand the Trustee at the direction of the Holders of at least a Majority of the Controlling Class,specifying such default, breach or failure and requiring it to be remedied and stating that suchnotice is a notice of default hereunder;

the entry of a decree or order by a court having competent jurisdiction(f)adjudging the Issuer or the Co-Issuer as bankrupt or insolvent, or approving as properly filed apetition seeking reorganization, winding-up, arrangement, adjustment or composition of or inrespect of the Issuer or the Co-Issuer under the Bankruptcy Law or any other applicable law, orappointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the Issueror the Co-Issuer or of any substantial part of its property, respectively, or ordering the windingup or liquidation of its affairs, respectively, and the continuance of any such decree or orderunstayed and in effect for a period of 60 consecutive days;

the institution by the Issuer or the Co-Issuer of Proceedings to have the(g)Issuer or Co-Issuer, as the case may be, adjudicated as bankrupt or insolvent, or the consent of

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the Issuer or the Co-Issuer to the institution of bankruptcy or insolvency Proceedings against theIssuer or Co-Issuer, as the case may be, or the filing by the Issuer or the Co-Issuer of a petitionor answer or consent seeking reorganization or relief under the Bankruptcy Law or any othersimilar applicable law, or the consent by the Issuer or the Co-Issuer to the filing of any suchpetition or to the appointment in a Proceeding of a receiver, liquidator, assignee, trustee orsequestrator (or other similar official) of the Issuer or the Co-Issuer or of any substantial part ofits property, respectively, or the making by the Issuer or the Co-Issuer of an assignment for thebenefit of creditors, or the admission by the Issuer or the Co-Issuer in writing of its inability topay its debts generally as they become due, or the taking of any action by the Issuer or theCo-Issuer in furtherance of any such action, or the shareholders of the Issuer passing a resolutionto have the Issuer wound up on a voluntary basis; or

on any Measurement Date, so long as any Class A Notes are Outstanding,(h)failure of the percentage equivalent of a fraction (i) the numerator of which is equal to (1) thesum of (A) the Aggregate Principal Balance of the Collateral Obligations, excluding DefaultedObligations and (B) without duplication, the amounts on deposit in the Collection Account andthe Ramp-Up Account (including Eligible Investments therein) representing Principal Proceedsplus (2) the aggregate Market Value of all Defaulted Obligations on such date and (ii) thedenominator of which is equal to the Aggregate Outstanding Amount of the Class A Notes, toequal or exceed 102.5%.

Upon obtaining knowledge of the occurrence of an Event of Default, each of (i)the Co-Issuers, (ii) the Trustee and (iii) the Investment Manager shall notify each other and theTrustee shall provide the notices of Default required under Section 6.2.

Acceleration of Maturity; Rescission and Annulment. (a) If anSection 5.2Event of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(f) or (g)), the Trustee shall (upon the written direction of a Supermajority of the ControllingClass), by notice to the Co-Issuers, each Rating Agency and the Investment Manager, declare theprincipal of all the Secured Notes to be immediately due and payable, and upon any suchdeclaration such principal, together with all accrued and unpaid interest thereon (including, inthe case of the Class C Notes, Class D Notes, Class E Notes and Class EF Notes, any SecuredNote Deferred Interest) through the date of acceleration and other amounts payable hereunder,shall become immediately due and payable. If an Event of Default specified in Section 5.1(f) or(g) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all theSecured Notes, and other amounts payable thereunder and hereunder, shall automatically becomedue and payable without any declaration or other act on the part of the Trustee or anyNoteholder.

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

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

all unpaid installments of interest and principal then due on the(A)Secured Notes;

to the extent that the payment of such interest is lawful, interest(B)upon any Secured Note Deferred Interest at the applicable Interest Rate; and

all unpaid taxes and Administrative Expenses of the Co-Issuers(C)and other sums paid or advanced by the Trustee hereunder or by the CollateralAdministrator under the Collateral Administration Agreement or hereunder,accrued and unpaid Senior Management Fees and any other amounts then payableby the Co-Issuers hereunder prior to such Administrative Expenses and suchSenior Management Fees; and

It has been determined that all Events of Default, other than the(ii)nonpayment of the interest on or principal of the Secured Notes that has become duesolely by such acceleration, have (A) been cured, and a Majority of the Controlling Classby written notice to the Trustee has agreed with such determination (which agreementshall not be unreasonably withheld), or (B) been waived as provided in Section 5.14.

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

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

If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon suchdemand, the Trustee, in its own name and as trustee of an express trust, may, and shall upondirection of a Supermajority of the Controlling Class, institute a Proceeding for the collection ofthe sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, andmay enforce the same against the Applicable Issuers or any other obligor upon the SecuredNotes and collect the Monies adjudged or decreed to be payable in the manner provided by lawout of the Assets.

If an Event of Default occurs and is continuing, the Trustee may in its discretion,and shall upon written direction of the Supermajority of the Controlling Class, proceed to protectand enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the

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Trustee shall deem most effectual (if no such direction is received by the Trustee) or as theTrustee may be directed by a Supermajority of the Controlling Class, to protect and enforce anysuch rights, whether for the specific enforcement of any covenant or agreement in this Indentureor in aid of the exercise of any power granted herein, or to enforce any other proper remedy orlegal or equitable right vested in the Trustee by this Indenture or by law.

Subject to the provisions of Section 5.4(d), in case there shall be pendingProceedings relative to the Issuer or the Co-Issuer or any other obligor upon the Secured Notesunder 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, sequestratoror similar official shall have been appointed for or taken possession of the Issuer, the Co-Issueror their respective property or such other obligor or its property, or in case of any othercomparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the SecuredNotes, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Trustee,regardless of whether the principal of any Secured Note shall then be due and payable as thereinexpressed or by declaration or otherwise and regardless of whether the Trustee shall have madeany demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, byintervention in such Proceedings or otherwise:

to file and prove a claim or claims for the whole amount of principal and(a)interest owing and unpaid in respect of the Secured Notes upon direction by a Supermajority ofthe Controlling Class and to file such other papers or documents as may be necessary oradvisable in order to have the claims of the Trustee (including any claim for reasonablecompensation to the Trustee and each predecessor Trustee, and their respective agents, attorneysand counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and alladvances made, by the Trustee and each predecessor Trustee, except as a result of negligence orbad faith) and of the Secured Noteholders allowed in any Proceedings relative to the Issuer, theCo-Issuer or other obligor upon the Secured Notes or to the creditors or property of the Issuer,the Co-Issuer or such other obligor;

unless prohibited by applicable law and regulations, to vote on behalf of(b)the Secured Noteholders upon the direction of a Supermajority of the Controlling Class, in anyelection of a trustee or a standby trustee in arrangement, reorganization, liquidation or otherbankruptcy or insolvency Proceedings or person performing similar functions in comparableProceedings; and

to collect and receive any Monies or other property payable to or(c)deliverable on any such claims, and to distribute all amounts received with respect to the claimsof the Noteholders and of the Trustee on their behalf; and any trustee, receiver or liquidator,custodian or other similar official is hereby authorized by each of the Secured Noteholders tomake payments to the Trustee, and, in the event that the Trustee shall consent to the making ofpayments directly to the Secured Noteholders to pay to the Trustee such amounts as shall besufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and theirrespective agents, attorneys and counsel, and all other reasonable expenses and liabilitiesincurred, and all advances made, by the Trustee and each predecessor Trustee except as a resultof negligence or bad faith.

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Nothing herein contained shall be deemed to authorize the Trustee to authorize orconsent to or vote for or accept or adopt on behalf of any Secured Noteholders, any plan ofreorganization, arrangement, adjustment or composition affecting the Secured Notes or anyHolder thereof, or to authorize the Trustee to vote in respect of the claim of any SecuredNoteholders, as applicable, in any such Proceeding except, as aforesaid, to vote for the electionof a trustee in bankruptcy or similar person.

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

Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may notsell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Remedies. (a) If an Event of Default shall have occurred and beSection 5.4continuing, and the Secured Notes have been declared or have become due and payable (an“Acceleration Event”) and such Acceleration Event and its consequences have not beenrescinded and annulled, the Co-Issuers agree that the Trustee may, and shall, upon writtendirection of a Supermajority of the Controlling Class (subject to Section 6.3(e)), to the extentpermitted by applicable law, exercise one or more of the following rights, privileges andremedies:

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

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

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

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

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

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

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The Trustee may, but need not, obtain and rely upon an opinion of an Independentinvestment banking firm of national reputation (the cost of which shall be payable as anAdministrative Expense) in structuring and distributing securities similar to the Secured Notes,which may be the Initial Purchaser, as to the feasibility of any action proposed to be taken inaccordance with this Section 5.4 and as to the sufficiency of the proceeds and other amountsreceivable with respect to the Assets to make the required payments of principal of and intereston the Secured Notes which opinion shall be conclusive evidence as to such feasibility orsufficiency.

If an Event of Default as described in Section 5.1(e) hereof shall have(b)occurred and be continuing the Trustee may, and at the direction of the Holders of not less than25% of the Aggregate Outstanding Amount of the Controlling Class in accordance with Section 5.8(b) shall, institute a Proceeding solely to compel performance of the covenant or agreement orto cure the representation or warranty, the breach of which gave rise to the Event of Defaultunder such Section, and enforce any equitable decree or order arising from such Proceeding.

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

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

Any such sale, whether under any power of sale hereby given or by virtue ofjudicial Proceedings, shall bind the Co-Issuers, the Trustee and the Holders of the SecuredNotes, shall operate to divest all right, title and interest whatsoever, either at law or in equity, ofeach 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 claimingthrough or under them.

Notwithstanding any other provision of this Indenture, none of the(d)Trustee, the Secured Parties or the Holders or beneficial owners of the Notes may, prior to thedate which is one year and one day (or if longer, any applicable preference period plus one day)after the payment in full of all Notes and any other debt obligations of the Issuer that have beenrated upon issuance by any rating agency at the request of the Issuer, institute against, or join anyother Person in instituting against, the Issuer, the Co-Issuer or any Issuer Subsidiary anybankruptcy, winding-up, reorganization, arrangement, insolvency, moratorium or liquidationProceedings, or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy orsimilar laws. The parties hereto agree that the restrictions set forth in this clause (d) are a material inducement for each Holder and beneficial owner of the Notes to acquire such Notes and for the Issuer, the Co-Issuer and the Investment Manager to enter into this Indenture (in the case of the Issuer and the Co-Issuer) and the other applicable transaction documents and are an

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essential term of this Indenture. Any Holder or beneficial owner of a Note, the Investment Manager, the Trustee, any Issuer Subsidiary or either of the Co-Issuers may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, U.S. federal or state bankruptcy law or similar laws. Nothing in this Section 5.4 shall preclude, or be deemed toestop, the Trustee, any Secured Party or any Holder or beneficial owner of the Notes (i) fromtaking any action prior to the expiration of the aforementioned period in (A) any case orProceeding voluntarily filed or commenced by the Issuer, the Co-Issuer or any Issuer Subsidiaryor (B) any involuntary insolvency Proceeding filed or commenced by a Person other than theTrustee, such Secured Party or such Noteholder, respectively, or (ii) from commencing againstthe Issuer, the Co-Issuer or any Issuer Subsidiary or any of their respective properties any legalaction which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium orliquidation Proceeding.

The Issuer, the Co-Issuer or any Issuer Subsidiary, as applicable, shall(e)timely file an answer and any other appropriate pleading objecting to (i) the institution of anyProceeding to have the Issuer, the Co-Issuer or such Issuer Subsidiary, as the case may be,adjudicated as bankrupt or insolvent or (ii) the filing of any petition seeking relief,reorganization, winding-up, arrangement, adjustment or composition of or in respect of theIssuer, the Co-Issuer or such Issuer Subsidiary, as the case may be, under the Bankruptcy Law orany other applicable law. The reasonable fees, costs, charges and expenses incurred by theIssuer (including reasonable attorneys’ fees and expenses) in connection with taking any suchaction shall be paid as Administrative Expenses.

Optional Preservation of Assets. (a) Notwithstanding anything toSection 5.5the contrary herein, if an Event of Default shall have occurred and be continuing, the Trusteeshall retain the Assets securing the Secured Notes intact, collect and cause the collection of theproceeds thereof and make and apply all payments and deposits and maintain all accounts inrespect of the Assets and the Notes in accordance with the Priority of Payments and subject tothe provisions of Article X, Article XII and Article XIII unless:

the Trustee, pursuant to Section 5.5(c), determines that the anticipated(i)proceeds of a sale or liquidation of the Assets (after deducting the reasonable expenses ofsuch sale or liquidation) would be sufficient to discharge in full the amounts then due (or,in the case of interest, accrued) and unpaid on the Secured Notes for principal andinterest (including accrued and unpaid Secured Note Deferred Interest), and all otheramounts (other than any Subordinated Management Fee) that, pursuant to the Priority ofPayments, are required to be paid prior to any distribution to the Holders of theSubordinated Notes (including amounts due and owing as Administrative Expenses(without regard to the Administrative Expense Cap) and due and unpaid SeniorManagement Fee) and a Supermajority of the Controlling Class agrees with suchdetermination;

a Majority of each Class of the Secured Notes (voting separately by Class)(ii)directs the sale and liquidation of the Assets; or

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in the case of an Event of Default described in clauses (a), (b) or (h) of the(iii)definition of Event of Default, a Majority of the Class A Notes directs the liquidation ofthe Assets; provided that this clause (iii) applies to an Event of Default described inclause (a) or clause (b) only when such Event of Default is related to the default inpayment on the Class A Notes.

The Trustee shall give written notice of the retention of the Assets to the Issuerwith a copy to the Co-Issuer and the Investment Manager. So long as such Event of Default iscontinuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time whenthe conditions specified in clause (i), (ii) or (iii) exist. In connection with any liquidation of theAssets described in clause (ii) or (iii) above, the Trustee shall reserve from the proceeds of suchliquidation an amount sufficient to pay for the winding-up of the Issuer following suchliquidation.

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

In determining whether the condition specified in Section 5.5(a)(i) exists,(c)the Trustee shall obtain, with the cooperation of the Investment Manager, bid prices with respectto each security contained in the Assets from two nationally recognized dealers (as specified bythe Investment Manager in writing) at the time making a market in such securities and shallcompute the anticipated proceeds of sale or liquidation on the basis of the lower of such bidprices for each such security. In addition, for the purposes of determining issues relating to theexecution of a sale or liquidation of the Assets and the execution of a sale or other liquidationthereof 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 firmof national reputation (the cost of which shall be payable as an Administrative Expense).

The Trustee shall deliver to the Holders or beneficial owners of the Notes and theInvestment Manager a report stating the results of any determination required pursuant toSection 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall makethe determinations required by Section 5.5(a)(i) within 30 days after an Event of Default(provided it has received all required information as specified in such Section 5.5(a)(i)) and atthe request of a Supermajority of the Controlling Class at any time during which the Trusteeretains the Assets pursuant to Section 5.5(a)(i).

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

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Application of Money Collected. Any Money collected by theSection 5.7Trustee with respect to the Notes pursuant to this Article V and any Money that may then be heldor thereafter received by the Trustee with respect to the Notes hereunder shall be applied, subjectto Section 13.1 and in accordance with the provisions of Section 11.1(a)(iv), at the date or datesfixed by the Trustee (each such date to occur on a Payment Date). Upon the final distribution ofall proceeds of any liquidation effected hereunder, the provisions of Section 4.1(i)(2) shall bedeemed satisfied for the purposes of discharging this Indenture pursuant to Section 4.

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

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

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

the Trustee, for 45 days after its receipt of such notice, request and(c)provision of such indemnity, has failed to institute any such Proceeding; and

no direction inconsistent with such written request has been given to the(d)Trustee during such 45-day period by a Majority of the Controlling Class; it being understoodand intended that no one or more Holders of Notes shall have any right in any manner whateverby virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudicethe rights of any other Holders of Notes of the same Class or to obtain or to seek to obtainpriority or preference over any other Holders of the Notes of the same Class or to enforce anyright under this Indenture, except in the manner herein provided and for the equal and ratablebenefit of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 and the Priority of Payments.

In the event the Trustee shall receive conflicting or inconsistent requests andindemnity from two or more groups of Holders of the Controlling Class, each representing lessthan a Majority of the Controlling Class, the Trustee shall act in accordance with the requestspecified by the group of Holders with the greatest percentage of the Aggregate OutstandingAmount of the Controlling Class, notwithstanding any other provisions of this Indenture. If allsuch groups represent the same percentage, the Trustee, in its sole discretion, may refrain fromtaking any action and shall incur no liability with respect thereto.

Unconditional Rights of Secured Noteholders to Receive Principal Section 5.9and Interest. Subject to Section 2.7(i), but notwithstanding any other provision of this Indenture,the Holder of any Secured Note shall have the right, which is absolute and unconditional, to

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receive payment of the principal of and interest on such Secured Note, as such principal, interestand other amounts become due and payable in accordance with the Priority of Payments andSection 13.1, as the case may be, and, subject to the provisions of Section 5.4 and Section 5.8, toinstitute proceedings for the enforcement of any such payment, and such right shall not beimpaired without the consent of such Holder. Holders of Secured Notes ranking junior to Notesstill Outstanding shall have no right to institute Proceedings for the enforcement of any suchpayment until such time as no Secured Note ranking senior to such Secured Note remainsOutstanding, which right shall be subject to the provisions of Section 5.4 and Section 5.8, andshall not be impaired without the consent of any such Holder.

Restoration of Rights and Remedies. If the Trustee or anySection 5.10Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture andsuch Proceeding has been discontinued or abandoned for any reason, or has been determinedadversely to the Trustee or to such Noteholder, then and in every such case the Co-Issuers, theTrustee and the Noteholder shall, subject to any determination in such Proceeding, be restoredseverally and respectively to their former positions hereunder, and thereafter all rights andremedies of the Trustee and the Noteholder shall continue as though no such Proceeding hadbeen instituted.

Rights and Remedies Cumulative. No right or remedy hereinSection 5.11conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of anyother right or remedy, and every right and remedy shall, to the extent permitted by law, becumulative and in addition to every other right and remedy given hereunder or now or hereafterexisting at law or in equity or otherwise. The assertion or employment of any right or remedyhereunder, or otherwise, shall not prevent the concurrent assertion or employment of any otherappropriate right or remedy.

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

Control by Supermajority of Controlling Class. NotwithstandingSection 5.13any other provision of this Indenture, a Supermajority of the Controlling Class shall have theright following the occurrence, and during the continuance, of an Event of Default to cause theinstitution of and direct the time, method and place of conducting any Proceeding for anyremedy available to the Trustee; provided that:

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

the Trustee may take any other action deemed proper by the Trustee that is(b)not inconsistent with such direction; provided that subject to Section 6.1, the Trustee need not

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take any action that it determines might involve it in liability (unless the Trustee has received theindemnity as set forth in (c) below);

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

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

Waiver of Past Defaults. Prior to the time a judgment or decree forSection 5.14payment of the Money due has been obtained by the Trustee, as provided in this Article V, aMajority of the Controlling Class may on behalf of the Holders of all the Notes waive any pastEvent of Default or any occurrence that is, or with notice or the lapse of time or both wouldbecome, an Event of Default and its consequences, except any such Event of Default oroccurrence:

in the payment of the principal of or interest on any Secured Note (which(a)may be waived only with the consent of each Holder of such Class of Secured Notes);

in the payment of interest on the Secured Notes of the Controlling Class(b)(which may be waived only with the consent of the Holders of 100% of the Controlling Class);

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

in respect of a representation contained in Section 7.19.(d)

In the case of any such waiver, the Co-Issuers, the Trustee and the Holders of theNotes shall be restored to their former positions and rights hereunder, respectively, but no suchwaiver 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 each Rating Agency, theInvestment Manager and each Holder.

Upon any such waiver, such Default shall cease to exist, and any Event of Defaultarising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but nosuch waiver shall extend to any subsequent or other Default or impair any right consequentthereto.

Undertaking for Costs. All parties to this Indenture agree, andSection 5.15each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed,that any court may in its discretion require, in any suit for the enforcement of any right orremedy under this Indenture, or in any suit against the Trustee for any action taken, or omittedby it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs ofsuch suit, and that such court may in its discretion assess reasonable costs, including reasonableattorneys’ fees, against any party litigant in such suit, having due regard to the merits and goodfaith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15

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shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, orgroup of Noteholders, holding in the aggregate more than 10% in Aggregate OutstandingAmount of the Controlling Class, or to any suit instituted by any Noteholder for the enforcementof the payment of the principal of or interest on any Note on or after the applicable StatedMaturity (or, in the case of redemption, on or after the applicable Redemption Date).

Waiver of Stay or Extension Laws. The Co-Issuers covenant (toSection 5.16the extent that they may lawfully do so) that they will not at any time insist upon, or plead, or inany manner whatsoever claim or take the benefit or advantage of, any stay or extension law orany valuation, appraisement, redemption or marshalling law or rights, in each case whereverenacted, now or at any time hereafter in force, which may affect the covenants, the performanceof or any remedies under this Indenture; and the Co-Issuers (to the extent that they may lawfullydo so) hereby expressly waive all benefit or advantage of any such law or rights, and covenantthat they will not hinder, delay or impede the execution of any power herein granted to theTrustee, but will suffer and permit the execution of every such power as though no such law hadbeen enacted or rights created.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of anySection 5.17portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or moreSales as to any portion of such Assets remaining unsold, but shall continue unimpaired until theentire Assets shall have been sold or all amounts secured by the Assets shall have been paid.The Trustee may upon notice to the Noteholders, and shall, upon direction of a Majority of theControlling Class, from time to time postpone any Sale by public announcement made at thetime and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixedby law as compensation for any Sale; provided that the Trustee shall be authorized to deduct thereasonable costs, charges and expenses incurred by it in connection with such Sale from theproceeds thereof notwithstanding the provisions of Section 6.7.

The Trustee may bid for and acquire any portion of the Assets in(b)connection with a public Sale thereof, and may pay all or part of the purchase price by creditingagainst amounts owing on the Secured Notes in the case of the Assets or other amounts securedby the Assets, 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 theprovisions of Section 6.7 hereof. The Secured Notes need not be produced in order to completeany such Sale, or in order for the net proceeds of such Sale to be credited against amounts owingon the Notes. The Trustee may hold, lease, operate, manage or otherwise deal with any propertyso acquired in any manner permitted by law in accordance with this Indenture.

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

The Trustee shall execute and deliver an appropriate instrument of(d)conveyance transferring its interest in any portion of the Assets in connection with a Sale thereof

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without recourse, representation or warranty. In addition, the Trustee is hereby irrevocablyappointed the agent and attorney in fact of the Issuer to transfer and convey its interest in anyportion of the Assets in connection with a Sale thereof, and to take all action necessary to effectsuch Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’sauthority, to inquire into the satisfaction of any conditions precedent or see to the application ofany Monies.

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

ARTICLE VI

THE TRUSTEE

Certain Duties and Responsibilities. (a) Except during theSection 6.1continuance of an Event of Default:

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

in the absence of bad faith on its part, the Trustee may conclusively rely,(ii)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 requirementsof this Indenture; provided that in the case of any such certificates or opinions which byany provision hereof are specifically required to be furnished to the Trustee, the Trusteeshall be under a duty to examine the same to determine whether or not they substantiallyconform on their face to the requirements of this Indenture and shall promptly, but in anyevent within three Business Days in the case of an Officer’s certificate furnished by theInvestment Manager, notify the party delivering the same if such certificate or opiniondoes not conform. If a corrected form shall not have been delivered to the Trustee within15 days after such notice from the Trustee, the Trustee shall so notify the Noteholders.

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

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

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

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

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

no provision of this Indenture shall require the Trustee to expend or risk(iv)its own funds or otherwise incur any liability, financial or otherwise, in the performanceof any of its duties hereunder, or in the exercise of any of its rights or powerscontemplated hereunder, if it shall have reasonable grounds for believing that repaymentof such funds or adequate indemnity satisfactory to it against such risk or liability is notreasonably assured to it unless such risk or liability relates to the performance of itsordinary services under this Indenture; and

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

For all purposes under this Indenture, the Trustee shall not be deemed to(d)have notice or knowledge of any Event of Default described in Sections 5.1(c), (d), (e), (f) or (g)(or Default that with the passage of time or giving of notice would become such an Event ofDefault) unless a Trust Officer assigned to and working in the Corporate Trust Office has actualknowledge thereof or unless written notice of any event which is in fact such an Event of Defaultor Default is received by the Trustee at the Corporate Trust Office, and such notice referencesthe Notes generally, the Issuer, the Co-Issuer, the Assets or this Indenture. For purposes ofdetermining the Trustee’s responsibility and liability hereunder, whenever reference is made inthis Indenture to such an Event of Default or a Default, such reference shall be construed to referonly to such an Event of Default or Default of which the Trustee is deemed to have notice asdescribed in this Section 6.1.

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Upon the Trustee receiving written notice from the Investment Manager(e)that an event constituting “cause” as defined in the Investment Management Agreement hasoccurred, the Trustee shall, not later than two Business Days thereafter, notify the Noteholders(as their names appear in the Register) and Fitch.

Whether or not therein expressly so provided, every provision of this(f)Indenture relating to the conduct or affecting the liability of or affording protection to theTrustee shall be subject to the provisions of this Section 6.1 and Section 6.3.

Neither the Trustee nor the Collateral Administrator shall have any(g)responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigationas to, and shall have no obligation in respect of, the terms of any engagement of Independentaccountants by the Issuer (which may be provided by the Investment Manager on behalf of theIssuer); provided, however that if the Issuer directs the Trustee it shall be authorized, uponreceipt of an Issuer Order containing such direction, to execute any acknowledgment or otheragreement with the Independent accountants required for the Trustee to receive any of thereports or instructions provided for herein as specifically set forth in Section 10.8(c). It isunderstood and agreed that the Trustee shall execute such acknowledgement or agreement inconclusive reliance on the foregoing direction of the Issuer. Notwithstanding the foregoing, inno event shall the Trustee be required to execute any agreement in respect of the Independentaccountants that the Trustee determines adversely affects it in its individual capacity.

If, within 90 days after delivery of financial information (including via(h)posting to the Trustee’s website) or the making of disbursements, the Trustee receives writtennotice of an error or omission related thereto (a copy of which written notice the Trustee shallpromptly provide to the Investment Manager and the Issuer), and within five Business Days afterits receipt of a copy of such written notice the Investment Manager, on behalf of the Issuer,confirms such error or omission, then the Trustee agrees to use reasonable efforts to correct sucherror or omission. If the Trustee is not so notified within such 90-day period and no TrustOfficer of the Trustee has actual knowledge within such 90-day period of such error or omission,the Trustee shall have no liability for such error or omission and, absent direction by therequisite percentage of Holders entitled to direct the Trustee in the exercise of remedieshereunder, shall not be required to take any action in connection therewith.

The Trustee is authorized, at the request of the Investment Manager, to(i)accept directions or otherwise enter into agreements regarding the remittance of fees owing tothe Investment Manager.

Notice of Default. Promptly (and in no event later than threeSection 6.2Business Days) after the occurrence of any Default actually known to a Trust Officer of theTrustee or after any declaration of acceleration has been made or delivered to the Trusteepursuant to Section 5.2, the Trustee shall provide to the Investment Manager, each RatingAgency, and all Holders, as their names and addresses appear on the Register, and theIrishCayman Islands Stock Exchange, for so long as any Class of Notes is listed on theIrishCayman Islands Stock Exchange and so long as the guidelines of such exchange so require,

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notice of all Defaults hereunder known to the Trustee, unless such Default shall have been curedor waived.

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

the Trustee may conclusively rely and shall be fully protected in acting or(a)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 begenuine and to have been signed or presented by the proper party or parties;

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

whenever in the administration of this Indenture the Trustee shall (i) deem(c)it desirable that a matter be proved or established prior to taking, suffering or omitting any actionhereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in theabsence of bad faith on its part, rely upon an Officer’s certificate or (ii) be required to determinethe value of any Assets or funds hereunder or the cash flows projected to be received therefrom,the Trustee may, in the absence of bad faith on its part, rely on reports of nationally recognizedaccountants (which may or may not be the Independent accountants appointed by the Issuerpursuant to Section 10.8(a)), investment bankers or other persons qualified to provide theinformation required to make such determination, including nationally recognized dealers insecurities of the type being valued and securities quotation services;

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

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

the Trustee shall not be bound to make any investigation into the facts or(f)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 itsdiscretion, may, and upon the written direction of a Majority of the Controlling Class or of aRating Agency shall, make such further inquiry or investigation into such facts or matters as itmay see fit or as it shall be directed, and the Trustee shall be entitled, on reasonable prior noticeto the Co-Issuers and the Investment Manager, to examine the books and records relating to theNotes and the Assets, personally or by agent or attorney, during the Co-Issuers’ or theInvestment Manager’s normal business hours; provided that the Trustee shall, and shall cause itsagents to, hold in confidence all such information, except (i) to the extent disclosure may be

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required by law by any regulatory, administrative, judicial or governmental authority and (ii) tothe extent that the Trustee, in its sole discretion, may determine that such disclosure is consistentwith its obligations hereunder; provided, further, that the Trustee may disclose on a confidentialbasis any such information to its agents, attorneys and auditors in connection with theperformance of its responsibilities hereunder;

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

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

nothing herein shall be construed to impose an obligation on the part of(i)the Trustee to recalculate, evaluate the accuracy, monitor the accuracy, verify the accuracy orindependently determine the accuracy of any report, certificate or information received from theIssuer or Investment Manager;

to the extent any defined term hereunder, or any calculation required to be(j)made or determined by the Trustee hereunder, is dependent upon or defined by reference togenerally accepted accounting principles (as in effect in the United States) (“GAAP”), theTrustee shall be entitled to request and receive (and rely upon) instruction from the Issuer, and inthe absence of its receipt of timely instruction therefrom, shall be entitled to obtain from anIndependent accountant (which may or may not be the Independent accountants appointed by theIssuer pursuant to Section 10.8(a)), at the expense of the Issuer, instruction or guidance as to theapplication of GAAP in such connection, in any instance;

the Trustee shall not be liable for the actions or omissions of the(k)Investment Manager, the Issuer, the Co-Issuer, DTC, Euroclear, Clearstream or any otherclearing agency or depository or any Paying Agent (other than the Trustee) or any inaccuraciesin the records thereof and without limiting the foregoing, the Trustee shall not be under anyobligation to monitor, evaluate or verify compliance by the Investment Manager with the termshereof or of the Investment Management Agreement, or to verify or independently determine theaccuracy of information received by the Trustee from the Investment Manager (or from anyselling institution, agent bank, trustee or similar source) with respect to the Assets;

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

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in the event the Bank is also acting in the capacity of Paying Agent,(m)Registrar, Transfer Agent, Custodian, Calculation Agent or Securities Intermediary or in anyother specified capacity hereunder or under any other related document, the rights, protections,benefits, immunities and indemnities afforded to the Trustee pursuant to this Article VI shall alsobe afforded to the Bank acting in such capacities;

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

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

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

the Trustee shall not be responsible for delays or failures in performance(q)resulting from acts or circumstances beyond its control;

In order to comply with laws, rules, regulations and executive orders in(r)effect from time to time applicable to banking institutions, including those relating to the fundingof terrorist activities and money laundering (“Applicable Law”), the Bank (in all of its capacitieshereunder and in any related document) is required to obtain, verify and record certaininformation relating to individuals and entities which maintain a business relationship with theBank. Accordingly, each of the parties to this Indenture agrees to provide to the Bank upon itsrequest from time to time such identifying information and documentation as may be availablefor such party in order to enable the Bank to comply with Applicable Law. In accordance withthe U.S. Unlawful Internet Gambling Act, the Issuer may not use the Accounts or other Citibank,N.A. facilities in the United States to process “restricted transactions” as such term is defined inU.S. 31 CFR Section 132.2(y). Therefore, neither the Issuer nor any person who has anownership interest in or control over the Accounts may use it to process or facilitate paymentsfor prohibited internet gambling transactions;

notwithstanding anything to the contrary herein, any and all(s)communications (both text and attachments) by or from the Trustee that the Trustee in its solediscretion deems to contain confidential, proprietary, and/or sensitive information and sent byelectronic mail may be encrypted. The recipient of the email communication may be required tocomplete a one-time registration process. Information and assistance on registering and usingthe email encryption technology can be found at the Trustee’s secure websitehttps://www.sf.citidirect.com;

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to the extent not inconsistent herewith or with the Collateral(t)Administration Agreement, the rights, protections and immunities afforded to the Trusteepursuant to this Indenture also shall be afforded to the Collateral Administrator;

in making or disposing of any investment permitted by this Indenture, the(u)Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of itsAffiliates, in each case on an arm’s length basis, whether it or such Affiliate is acting as asubagent of the Trustee or for any third person or dealing as principal for its own account. Ifotherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as EligibleInvestments hereunder;

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

the Trustee shall have no duty (i) to see to any recording, filing, or(w)depositing of this Indenture or any supplemental indenture or any financing statement orcontinuation statement evidencing a security interest, or to see to the maintenance of any suchrecording, filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii)to maintain any insurance or (iii) to pay or discharge any tax, assessment or other governmentalcharge or any lien or encumbrance of any kind arising with respect to any part of the Assets; and

notwithstanding any term hereof to the contrary, the Trustee shall be under(x)no obligation in connection with the Grant by the Issuer to the Trustee of any item constitutingthe trust estate created under this Indenture or otherwise, or in that regard to examine any Asset,in order to determine compliance with applicable requirements of and restrictions on transfer ofany Asset and neither the Trustee nor the Collateral Administrator shall have any obligation todetermine: (i) if a Collateral Obligation meets the criteria specified in the definition of“Collateral Obligation,” (ii) if the Investment Manager has not provided it with the informationnecessary for making such determination, whether the conditions specified in the definition of“Delivered” have been complied with, or (iii) whether a Tax Event has occurred.

Not Responsible for Recitals or Issuance of Notes. The recitalsSection 6.4contained herein and in the Notes, other than the Certificate of Authentication thereon, shall betaken as the statements of the Applicable Issuers; and the Trustee assumes no responsibility fortheir correctness. The Trustee makes no representation as to the validity or sufficiency of thisIndenture (except as may be made with respect to the validity of the Trustee’s obligationshereunder), the Assets or the Notes. The Trustee shall not be accountable for the use orapplication by the Co-Issuers of the Notes or the proceeds thereof or any Money paid to theCo-Issuers pursuant to the provisions hereof.

May Hold Notes. The Trustee, any Paying Agent, the Registrar orSection 6.5any other agent of the Co-Issuers, in its individual or any other capacity, may become the owner

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or pledgee of Notes and may otherwise deal with the Co-Issuers or any of their Affiliates withthe same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Money Held in Trust. Money held by the Trustee hereunder shallSection 6.6be held in trust to the extent required herein. The Trustee shall be under no liability for intereston any Money received by it hereunder except to the extent of income or other gain oninvestments which are deposits in or certificates of deposit of the Bank in its commercialcapacity and income or other gain actually received by the Trustee on Eligible Investments.

Compensation and Reimbursement. (a) Subject to the Priority ofSection 6.7Payments, the Issuer agrees:

to pay the Trustee on each Payment Date compensation, as set forth in a(i)separate fee schedule, for all services rendered by it hereunder (which compensation shallnot be limited by any provision of law in regard to the compensation of a trustee of anexpress trust);

except as otherwise expressly provided herein, to reimburse the Trustee in(ii)a timely manner upon its request for all reasonable expenses, disbursements and advancesincurred or made by the Trustee in accordance with any provision of this Indenture orother Transaction Document (including, without limitation, securities transaction chargesand the reasonable compensation and expenses and disbursements of its agents and legalcounsel and of any accounting firm or investment banking firm employed by the Trusteepursuant to Section 5.4, 5.5, 6.3(c) or 10.7, except any such expense, disbursement oradvance as may be attributable to its negligence, willful misconduct or bad faith) but withrespect to securities transaction charges, only to the extent any such charges have notbeen waived during a Collection Period due to the Trustee’s receipt of a payment from afinancial institution with respect to certain Eligible Investments, as specified by theInvestment Manager;

to indemnify the Trustee and the Bank in each of their capacities(iii)hereunder and its officers, directors, employees and agents for, and to hold them harmlessagainst, any loss, liability or expense incurred without negligence, willful misconduct orbad faith on their part, arising out of or in connection with the acceptance oradministration of this trust or the performance of its duties hereunder or under any of theother Transaction Documents, including the costs and expenses of defending themselves(including reasonable attorney’s fees and costs) against any claim or liability inconnection with the exercise or performance of any of their powers or duties hereunderand under any other agreement or instrument related hereto; and

to pay the Trustee reasonable additional compensation together with its(iv)expenses (including reasonable counsel fees) for any collection or enforcement actiontaken pursuant to Section 6.13 hereof or Section 5.

The Trustee shall receive amounts pursuant to this Section 6.7 and any(b)other amounts payable to it under this Indenture only as provided in Sections 11.1(a)(i), (ii), (iii)and (iv) and only to the extent that funds are available for the payment thereof. Subject to

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Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstandingthe fact that the Trustee shall not have received amounts due it hereunder; provided that nothingherein shall impair or affect the Trustee’s rights under Section 6.9. No direction by theNoteholders shall affect the right of the Trustee to collect amounts owed to it under thisIndenture. If on any date when a fee or expense shall be payable to the Trustee pursuant to thisIndenture insufficient funds are available for the payment thereof, any portion of such fee orexpense not so paid shall be deferred and payable on such later date on which a fee or expenseshall be payable and sufficient funds are available therefor.

The Trustee hereby agrees not to cause the filing of a petition in(c)bankruptcy for the non-payment to the Trustee of any amounts provided by this Section 6.7 untilat least one year and one day, or if longer the applicable preference period then in effect plus oneday, after the payment in full of all Notes (and any other debt obligations of the Issuer that havebeen rated upon issuance by any rating agency at the request of the Issuer) issued under thisIndenture.

The Issuer’s payment obligations to the Trustee under this Section 6.7(d)shall be secured by the lien of this Indenture, and shall survive the discharge of this Indentureand the resignation or removal of the Trustee. When the Trustee incurs expenses after theoccurrence of a Default or an Event of Default under Section 5.1(e) or (f), the expenses areintended to constitute expenses of administration under Bankruptcy Law or any other applicablefederal or state bankruptcy, insolvency or similar law.

Corporate Trustee Required; Eligibility. There shall at all times beSection 6.8a Trustee hereunder which shall be an Independent organization or entity organized and doingbusiness under the laws of the United States of America or of any state thereof, authorized undersuch laws to exercise corporate trust powers, having a combined capital and surplus of at leastU.S.$200,000,000, subject to supervision or examination by federal or state authority, having arating of at least “Baa1” by Moody’s and satisfying the Fitch Eligible Counterparty Rating andhaving an office within the United States. If such organization or entity publishes reports ofcondition at least annually, pursuant to law or to the requirements of the aforesaid supervising orexamining authority, then for the purposes of this Section 6.8, the combined capital and surplusof such organization or entity shall be deemed to be its combined capital and surplus as set forthin its most recent published report of condition. If at any time the Trustee shall cease to beeligible in accordance with the provisions of this Section 6.8, it shall resign immediately in themanner and with the effect hereinafter specified in this Section 6.

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

The Trustee may resign at any time by giving not less than 30 days’(b)written notice thereof to the Co-Issuers, the Investment Manager, the Holders of the Notes andeach Rating Agency. Upon receiving such notice of resignation, the Co-Issuers shall promptlyappoint a successor trustee or trustees satisfying the requirements of Section 6.8 by writteninstrument, in duplicate, executed by an Authorized Officer of the Issuer and an Authorized

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Officer of the Co-Issuer, one copy of which shall be delivered to the Trustee so resigning andone copy to the successor Trustee or Trustees, together with a copy to each Holder and theInvestment Manager; provided that such successor Trustee shall be appointed only upon thewritten consent of a Majority of the Secured Notes of each Class or, at any time when an Eventof Default shall have occurred and be continuing or when a successor Trustee has beenappointed pursuant to Section 6.9(e), by an Act of a Majority of the Controlling Class. If nosuccessor Trustee shall have been appointed and an instrument of acceptance by a successorTrustee shall not have been delivered to the Trustee within 30 days after the giving of suchnotice of resignation, the resigning Trustee or any Holder, on behalf of itself and all otherssimilarly situated, may petition any court of competent jurisdiction for the appointment of asuccessor Trustee.

The Trustee may be removed upon at least 30 days’ written notice by an(c)Act of a Majority of each Class of Secured Notes or, upon at least 30 days’ written notice whenan Event of Default shall have occurred and be continuing by an Act of a Majority of theControlling Class, delivered to the Trustee and to the Co-Issuers.

If at any time:(d)

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

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

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

If the Trustee shall resign, be removed or become incapable of acting, or if(e)a vacancy shall occur in the office of the Trustee for any reason (other than resignation), theCo-Issuers, by Issuer Order, shall promptly appoint a successor Trustee. If the Co-Issuers shallfail to appoint a successor Trustee within 30 days after such resignation, removal or incapabilityor the occurrence of such vacancy, a successor Trustee may be appointed by a Majority of theControlling Class by written instrument delivered to the Issuer and the retiring Trustee. Thesuccessor Trustee so appointed shall, forthwith upon its acceptance of such appointment, becomethe successor Trustee and supersede any successor Trustee proposed by the Co-Issuers. If nosuccessor Trustee shall have been so appointed by the Co-Issuers or a Majority of theControlling Class 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.

The Co-Issuers shall give prompt notice of each resignation and each(f)removal of the Trustee and each appointment of a successor Trustee by providing written notice

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of such event by first class mail, postage prepaid, to the Investment Manager, to each RatingAgency and to the Holders of the Notes as their names and addresses appear in the Register.Each notice shall include the name of the successor Trustee and the address of its CorporateTrust Office. If the Co-Issuers fail to mail such notice within ten days after acceptance ofappointment by the successor Trustee, the successor Trustee shall cause such notice to be givenat the expense of the Co-Issuers.

If the Bank shall resign or be removed as Trustee, the Bank shall also(g)resign or be removed as Custodian, Paying Agent, Calculation Agent, Registrar and any othercapacity in which the Bank is then acting pursuant to this Indenture or any other TransactionDocument.

Acceptance of Appointment by Successor. Every successorSection 6.10Trustee appointed hereunder shall meet the requirements of Section 6.8 and shall execute,acknowledge and deliver to the Co-Issuers and the retiring Trustee an instrument accepting suchappointment. Upon delivery of the required instruments, the resignation or removal of theretiring Trustee shall become effective and such successor Trustee, without any further act, deedor conveyance, shall become vested with all the rights, powers, trusts, duties and obligations ofthe retiring Trustee; but, on request of the Co-Issuers or a Majority of any Class of SecuredNotes or the successor Trustee, such retiring Trustee shall, upon payment of its charges thenunpaid, 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 suchsuccessor Trustee all property and Money held by such retiring Trustee hereunder. Upon requestof any such successor Trustee, the Co-Issuers shall execute any and all instruments for morefully and certainly vesting in and confirming to such successor Trustee all such rights, powersand trusts.

Merger, Conversion, Consolidation or Succession to Business of Section 6.11Trustee. Any organization or entity into which the Trustee may be merged or converted or withwhich 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 entitysucceeding to all or substantially all of the corporate trust business of the Trustee, shall be thesuccessor of the Trustee hereunder, provided that such organization or entity shall be otherwisequalified and eligible under this Article VI, without the execution or filing of any paper or anyfurther act on the part of any of the parties hereto. In case any of the Notes has beenauthenticated, but not delivered, by the Trustee then in office, any successor by merger,conversion or consolidation to such authenticating Trustee may adopt such authentication anddeliver the Notes so authenticated with the same effect as if such successor Trustee had itselfauthenticated such Notes.

Co-Trustees. At any time or times, for the purpose of meeting theSection 6.12legal requirements of any jurisdiction in which any part of the Assets may at the time be located,the Co-Issuers and the Trustee shall have power to appoint one or more Persons meeting therequirements of Section 6.8 to act as co-Trustee (subject to the Global Rating Agency Conditionbeing satisfied), jointly with the Trustee, of all or any part of the Assets, with the power to filesuch proofs of claim and take such other actions pursuant to Section 5.6 herein and to make such

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claims and enforce such rights of action on behalf of the Holders, as such Holders themselvesmay have the right to do, subject to the other provisions of this Section 6.12.

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

Should any written instrument from the Co-Issuers be required by any co-trusteeso appointed, more fully confirming to such co-trustee such property, title, right or power, anyand all such instruments shall, on request, be executed, acknowledged and delivered by theCo-Issuers. The Co-Issuers agree to pay as Administrative Expenses, to the extent funds areavailable therefor under the Priority of Payments, for any reasonable fees and expenses inconnection with such appointment.

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

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

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

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

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

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

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

Upon receiving confirmation of such appointment, the Issuer shall notify eachRating Agency and the Investment Manager of the appointment of a co-trustee hereunder.

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Certain Duties of Trustee Related to Delayed Payment of Section 6.13Proceeds. In the event that the Trustee shall not have received a payment with respect to anyAsset on its Due Date, (a) the Trustee shall promptly notify the Issuer and the InvestmentManager in writing (which may be electronically) and (b) unless within three Business Days (orthe end of the applicable grace period for such payment, if any) after such notice (x) suchpayment shall have been received by the Trustee or (y) the Issuer, in its absolute discretion (butonly to the extent permitted by Section 10.2(a)), shall have made provision for such paymentsatisfactory to the Trustee in accordance with Section 10.2(a), the Trustee shall, not later than theBusiness Day immediately following the last day of such period and in any case upon request bythe Investment Manager, request the issuer of such Asset, the trustee under the relatedUnderlying Instrument or paying agent designated by either of them, as the case may be, to makesuch payment not later than three Business Days after the date of such request. In the event thatsuch payment is not made within such time period, the Trustee, subject to the provisions ofclause (iv) of Section 6.1(c), shall take such action as the Investment Manager shall reasonablydirect. Any such action shall be without prejudice to any right to claim a Default or Event ofDefault under this Indenture. In the event that the Issuer or the Investment Manager requests arelease of an Asset and/or delivers an additional Collateral Obligation in connection with anysuch action under the Investment Management Agreement, such release and/or substitution shallbe subject to Section 10.7 and Article XII of this Indenture, as the case may be. Notwithstandingany other provision hereof, the Trustee shall deliver to the Issuer or its designee any paymentwith respect to any Asset or any additional Collateral Obligation received after the Due Datethereof to the extent the Issuer previously made provisions for such payment satisfactory to theTrustee in accordance with this Section 6.13 and such payment shall not be deemed part of theAssets.

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

Any corporation into which any Authenticating Agent may be merged orconverted 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 anycorporation succeeding to the corporate trust business of any Authenticating Agent, shall be thesuccessor of such Authenticating Agent hereunder, without the execution or filing of any furtheract on the part of the parties hereto or such Authenticating Agent or such successor corporation.

Any Authenticating Agent may at any time resign by giving written notice ofresignation to the Trustee and the Issuer. The Trustee may at any time terminate the agency ofany Authenticating Agent by giving written notice of termination to such Authenticating Agentand the Co-Issuers. Upon receiving such notice of resignation or upon such a termination, the

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Trustee shall promptly appoint a successor Authenticating Agent and shall give written notice ofsuch appointment to the Co-Issuers.

Unless the Authenticating Agent is also the same entity as the Trustee, the Issueragrees to pay to each Authenticating Agent from time to time reasonable compensation for itsservices, and reimbursement for its reasonable expenses relating thereto as an AdministrativeExpense. The provisions of Section 2.8, Section 6.3, Section 6.4 and Section 6.5 shall beapplicable to any Authenticating Agent.

Withholding. If any withholding tax is imposed on the Issuer’sSection 6.15payments (or allocations of income) under the Notes to any Holder, such tax shall reduce theamount otherwise distributable to such Holder. The Trustee or any Paying Agent is herebyauthorized and directed to retain from amounts otherwise distributable to any Holder sufficientfunds for the payment of any tax that is legally owed by the Issuer (but such authorization shallnot prevent the Trustee or any Paying Agent from contesting any such tax in appropriateproceedings and withholding payment of such tax, if permitted by law, pending the outcome ofsuch proceedings). The amount of any withholding tax imposed with respect to any Holder shallbe treated as cash distributed to such Holder at the time it is withheld by the Trustee or anyPaying Agent and remitted to the appropriate taxing authority. If there is a possibility thatwithholding tax is payable with respect to a distribution and the Trustee or any Paying Agent hasnot received documentation from such Holder showing an exemption from withholding, theTrustee or such Paying Agent shall 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, theTrustee or such Paying Agent shall reasonably cooperate with such Person in providing readilyavailable information so long as such Person agrees to reimburse the Trustee or such PayingAgent for any out of pocket expenses incurred. Nothing herein shall impose an obligation on thepart of the Trustee or any Paying Agent to determine the amount of any tax or withholdingobligation on the part of the Issuer or in respect of the Notes.

Representative for Secured Noteholders Only; Agent for Each Section 6.16Other Secured Party and the Holders of the Subordinated Notes. With respect to the securityinterest created hereunder, the delivery of any Asset to the Trustee is to the Trustee asrepresentative of the Secured Noteholders and agent for each other Secured Party and theHolders of the Subordinated Notes. In furtherance of the foregoing, the possession by theTrustee of any Asset, the endorsement to or registration in the name of the Trustee of any Asset(including without limitation as entitlement holder of the Custodial Account) are all undertakenby the Trustee in its capacity as representative of the Secured Noteholders, and agent for eachother Secured Party and the Holders of the Subordinated Notes.

Representations and Warranties of the Bank. The Bank herebySection 6.17represents and warrants as follows:

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

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Authorization; Binding Obligations. The Bank has the corporate power(b)and authority to perform the duties and obligations of Trustee, Paying Agent, Registrar, TransferAgent, Custodian, Calculation Agent and Securities Intermediary under this Indenture. TheBank has taken all necessary corporate action to authorize the execution, delivery andperformance of this Indenture, and all of the documents required to be executed by the Bankpursuant hereto. This Indenture has been duly authorized, executed and delivered by the Bankand constitutes the legal, valid and binding obligation of the Bank enforceable in accordancewith its terms subject, as to enforcement, (i) to the effect of bankruptcy, insolvency or similarlaws affecting generally the enforcement of creditors’ rights as such laws would apply in theevent 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 inequity).

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

No Conflict. Neither the execution, delivery and performance of this(d)Indenture, nor the consummation of the transactions contemplated by this Indenture, (i) isprohibited by, or requires the Bank to obtain any consent, authorization, approval or registrationunder, any law, statute, rule, regulation, judgment, order, writ, injunction or decree that isbinding upon the Bank, or (ii) to the actual knowledge of any Trust Officer, will violate anyprovision of, result in any default or acceleration of any obligations under, result in the creationor imposition of any lien pursuant to, or require any consent under, any material agreement towhich the Bank is a party or by which it is bound.

ARTICLE VII

COVENANTS

Payment of Principal and Interest. The Applicable Issuers willSection 7.1duly and punctually pay the principal of and interest on the Secured Notes, in accordance withthe terms of such Notes and this Indenture pursuant to the Priority of Payments. The Issuer will,to the extent funds are available pursuant to the Priority of Payments, duly and punctually pay allrequired distributions on the Subordinated Notes, in accordance with the Subordinated Notes andthis Indenture.

The Issuer shall, subject to the Priority of Payments, reimburse the Co-Issuer forany amounts paid by the Co-Issuer pursuant to the terms of the Notes or this Indenture. TheCo-Issuer shall not reimburse the Issuer for any amounts paid by the Issuer pursuant to the termsof the Notes or this Indenture.

Amounts properly withheld under the Code or other applicable law or pursuant tothe Issuer’s agreement with a governmental authority by any Person from a payment under aNote shall be considered as having been paid by the Issuer to the relevant Holder for all purposesof this Indenture.

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Maintenance of Office or Agency. The Co-Issuers hereby appointSection 7.2the Trustee as a Paying Agent for payments on the Notes and the Co-Issuers hereby appoint theTrustee at its applicable Corporate Trust Office, as the Co-Issuers’ agent where Notes may besurrendered for registration of transfer or exchange. The Co-Issuers may at any time and fromtime to time appoint additional paying agents; provided that no paying agent shall be appointedin a jurisdiction which subjects payments on the Notes to withholding tax in excess of anywithholding tax that was imposed on such payments immediately before the appointment. If atany time the Co-Issuers shall fail to maintain the appointment of a paying agent, or shall fail tofurnish the Trustee with the address thereof, presentations and surrenders may be made (subjectto the limitations described in the preceding sentence), and Notes may be presented andsurrendered for payment, to the Trustee at its main office.

The Co-Issuers hereby appoint, for so long as any Class of Notes is listed on the Irish Stock Exchange, Maples and Calder (the “Irish Listing Agent”) as listing agent in Ireland with respect to the Listed Notes. In the event that the Irish Listing Agent is replaced at any time during such period, notice of the appointment of any replacement shall be sent to the Irish Stock Exchange as promptly as practicable after such appointment.

The Co-Issuers hereby appoint Corporation Service Company (the “Process Agent”), as their agent upon whom process or demands may be served in any action arising outof or based on this Indenture or the transactions contemplated hereby. The Co-Issuers may atany time and from time to time vary or terminate the appointment of such Process Agent orappoint an additional process agent; provided that the Co-Issuers will maintain in the Borough ofManhattan, The City of New York, an office or agency where notices and demands to or uponthe Co-Issuers in respect of such Notes and this Indenture may be served. If at any time theCo-Issuers shall fail to maintain any required office or agency in the Borough of Manhattan, TheCity of New York, or shall fail to furnish the Trustee with the address thereof, notices anddemands may be served on the Issuer or the Co-Issuer by mailing a copy thereof by registered orcertified mail or by overnight courier, postage prepaid, to the Issuer or the Co-Issuer,respectively, at its address specified in Section 14.3 for notices.

The Co-Issuers shall at all times maintain a duplicate copy of the Register at theCorporate Trust Office. The Co-Issuers shall give prompt written notice to the Trustee, eachRating Agency and the Holders of the appointment or termination of any such agent and of thelocation and any change in the location of any such office or agency.

Money for Note Payments to Be Held in Trust. All payments ofSection 7.3amounts due and payable with respect to any Notes that are to be made from amounts withdrawnfrom the Payment Account shall be made on behalf of the Issuer by the Trustee or a PayingAgent with respect to payments on the Notes.

When the Applicable Issuers shall have a Paying Agent that is not also theRegistrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar dayafter each Record Date a list, if necessary, in such form as such Paying Agent may reasonablyrequest, of the names and addresses of the Holders and of the certificate numbers of individualNotes held by each such Holder.

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Whenever the Applicable Issuers shall have a Paying Agent other than theTrustee, they shall, on or before the Business Day next preceding each Payment Date and anyRedemption Date, as the case may be, direct the Trustee to deposit on such Payment Date orsuch Redemption Date, as the case may be, with such Paying Agent, if necessary, an aggregatesum sufficient to pay the amounts then becoming due (to the extent funds are then available forsuch purpose in the Payment Account), such sum to be held in trust for the benefit of the Personsentitled thereto and (unless such Paying Agent is the Trustee) the Applicable Issuers shallpromptly notify the Trustee of its action or failure so to act. Any Monies deposited with aPaying Agent (other than the Trustee) in excess of an amount sufficient to pay the amounts thenbecoming due on the Notes with respect to which such deposit was made shall be paid over bysuch Paying Agent to the Trustee for application in accordance with Article X.

The initial Paying Agent shall be as set forth in Section 7.2. Any additional orsuccessor Paying Agents shall be appointed by Issuer Order with written notice thereof to theTrustee; provided that so long as the Notes of any Class are rated by a Rating Agency, withrespect to any additional or successor Paying Agent, such Paying Agent has a long-term debtrating of “A1” or higher by Moody’s or a short-term debt rating of “P-1” by Moody’s andsatisfies the Fitch Eligible Counterparty Rating. If such successor Paying Agent ceases to have along-term debt rating of “A1” or higher by Moody’s or a short-term debt rating of “P-1” byMoody’s or fails to satisfy the Fitch Eligible Counterparty Rating, the Co-Issuers shall promptlyremove such Paying Agent and appoint a successor Paying Agent. The Co-Issuers shall notappoint any Paying Agent that is not, at the time of such appointment, a depository institution ortrust company subject to supervision and examination by federal and/or state and/or nationalbanking authorities. The Co-Issuers shall cause each Paying Agent other than the Trustee toexecute and deliver to the Trustee an instrument in which such Paying Agent shall agree with theTrustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions ofthis Section 7.3, that such Paying Agent will:

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

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

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

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

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

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

Except as otherwise required by applicable law, any Money deposited with theTrustee or any Paying Agent in trust for any payment on any Note and remaining unclaimed fortwo years after such amount has become due and payable shall be paid to the Issuer on IssuerOrder; and the Holder of such Note shall thereafter, as an unsecured general creditor, look onlyto the Issuer for payment of such amounts (but only to the extent of the amounts so paid to theIssuer) and all liability of the Trustee or such Paying Agent with respect to such trust Moneyshall thereupon cease. The Trustee or such Paying Agent, before being required to make anysuch release of payment, may, but shall not be required to, adopt and employ, at the expense ofthe Issuer any reasonable means of notification of such release of payment, including, but notlimited to, providing notice of such release to Holders whose Notes have been called but havenot been surrendered for redemption or whose right to or interest in Monies due and payable butnot claimed is determinable from the records of any Paying Agent, at the last address of recordof each such Holder.

Existence of Co-Issuers. (a) The Issuer and the Co-Issuer shall, toSection 7.4the maximum extent permitted by applicable law, maintain in full force and effect their existenceand rights as companies incorporated or organized under the laws of the Cayman Islands and theState of Delaware, respectively, and shall obtain and preserve their qualification to do businessas exempted or foreign corporations in each jurisdiction in which such qualifications are or shallbe necessary to protect the validity and enforceability of this Indenture, the Notes, or any of theAssets; provided that the Issuer shall be entitled to change its jurisdiction of incorporation fromthe Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) theIssuer has received an Opinion of Counsel (upon which the Trustee may conclusively rely) to theeffect that such change is not disadvantageous in any material respect to the Holders, (ii) writtennotice of such change shall have been given to the Trustee by the Issuer, which notice shall beforwarded by the Trustee to the Holders, the Investment Manager and each Rating Agency and(iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall nothave received written notice from a Majority of the Controlling Class objecting to such change.

The Issuer and the Co-Issuer shall ensure that all corporate or other(b)formalities regarding their respective existences (including holding regular board of directors’and shareholders’, or other similar, meetings to the extent required by applicable law) arefollowed. Neither the Issuer nor the Co-Issuer shall take any action, or conduct its affairs in amanner, that is likely to result in its separate existence being ignored or in its assets and

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liabilities being substantively consolidated with any other Person in a bankruptcy,reorganization, winding-up or other insolvency proceeding. Without limiting the foregoing, (i)the Issuer shall not have any subsidiaries (other than any Issuer Subsidiaries or the Co-Issuer),(ii) the Co-Issuer shall not have any subsidiaries, (iii) the Issuer shall not form an IssuerSubsidiary if the ownership of such Issuer Subsidiary by the Issuer would in and of itself, in thesole reasonable determination of the Investment Manager, cause the Issuer to be a “coveredfund” under the Volcker Rule, and (iv) except to the extent contemplated in the AdministrationAgreement or the Issuer’s amended and restated declaration of trust dated December 18, 2015 byMaplesFS Limited, (x) the Issuer and the Co-Issuer shall not (A) have any employees (other thantheir respective directors or managers to the extent that they are employees), (B) except ascontemplated by the Investment Management Agreement, the Memorandum and Articles or theAdministration Agreement, engage in any transaction with any shareholder that would constitutea conflict of interest or (C) pay dividends other than in accordance with the terms of thisIndenture and the Memorandum and Articles and (y) the Issuer shall (A) maintain books andrecords separate from any other Person, (B) maintain its accounts separate from those of anyother Person, (C) not commingle its assets with those of any other Person, (D) conduct its ownbusiness in its own name, (E) maintain separate financial statements (if any), (F) pay its ownliabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H)use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J)correct any known misunderstanding regarding its separate identity.

Protection of Assets. (a) The Investment Manager on behalf ofSection 7.5the Issuer will cause the taking of such action within the Investment Manager’s control as isreasonably necessary in order to maintain the perfection and priority of the security interest ofthe Trustee in the Assets; provided that the Investment Manager shall be entitled to rely on anyOpinion of Counsel delivered pursuant to Section 7.6 and any Opinion of Counsel with respectto the same subject matter delivered pursuant to Section 3.1(a)(iii) and (iv) to determine whatactions are reasonably necessary, and shall be fully protected in so relying on such an Opinion ofCounsel, unless the Investment Manager has actual knowledge that the procedures described inany 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 amendmentshereto 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 maybe necessary or advisable or desirable to secure the rights and remedies of the Holders of theSecured Notes hereunder and to:

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

maintain, preserve and perfect any Grant made or to be made by this(ii)Indenture including, without limitation, the first priority nature of the lien or carry outmore effectively the purposes hereof;

perfect, publish notice of or protect the validity of any Grant made or to be(iii)made by this Indenture (including, without limitation, any and all actions necessary ordesirable as a result of changes in law or regulations);

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

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

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

The Issuer hereby designates the Trustee as its agent and attorney in fact toprepare and file any Financing Statement, continuation statement and all other instruments, andtake all other actions, required pursuant to this Section 7.5. Such designation shall not imposeupon the Trustee, or release or diminish, the Issuer’s and the Investment Manager’s obligationsunder this Section 7.5. The Issuer further authorizes and shall cause the Issuer’s United Statescounsel to file without the Issuer’s signature a Financing Statement that names the Issuer asdebtor and the Trustee, on behalf of the Secured Parties, as secured party and that describes “allpersonal property of the Debtor now owned or hereafter acquired, other than ‘ExceptedProperty’” (and that defines “Excepted Property” in accordance with its definition herein) as theAssets in which the Trustee has a Grant.

The Trustee shall not, except in accordance with Section 5.5 or Section (b)10.7(a), (b) and (c), as applicable, permit the removal of any portion of the Assets or transfer anysuch Assets from the Account to which it is credited, or cause or permit any change in theDelivery made pursuant to Section 3.3 with respect to any Assets, if, after giving effect thereto,the jurisdiction governing the perfection of the Trustee’s security interest in such Assets isdifferent from the jurisdiction governing the perfection at the time of delivery of the most recentOpinion of Counsel pursuant to Section 7.6 (or, if no Opinion of Counsel has yet been deliveredpursuant to Section 7.6, the Opinion of Counsel delivered at the Closing Date pursuant toSection 3.1(a)(iii)) unless the Trustee shall have received an Opinion of Counsel to the effect thatthe lien and security interest created by this Indenture with respect to such property and thepriority thereof will continue to be maintained after giving effect to such action or actions.

Opinions as to Assets. On or before December 18th in eachSection 7.6calendar year, commencing in 2016, the Issuer shall furnish to the Trustee, each Rating Agencyand the Investment Manager an Opinion of Counsel either (i) stating that, in the opinion of suchcounsel, such action has been taken (including without limitation with respect to the filing of anyfinancing statements and continuation statements) as is necessary to maintain the lien andsecurity interest created by this Indenture and reciting the details of such action or (ii) describingthe filing of any financing statements and continuation statements that shall, in the opinion ofsuch counsel, be required to maintain the lien and security interest of this Indenture.

Performance of Obligations. (a) The Co-Issuers, each as to itself,Section 7.7shall not take any action, and will use their best efforts not to permit any action to be taken byothers, that would release any Person from any of such Person’s covenants or obligations underany instrument included in the Assets, except in the case of enforcement action taken with

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respect to any Defaulted Obligation in accordance with the provisions hereof and actions by theInvestment Manager under the Investment Management Agreement and in conformity with thisIndenture or as otherwise required hereby.

The Applicable Issuers may, with the prior written consent of a Majority(b)of each Class of Secured Notes (except in the case of the Investment Management Agreementand the Collateral Administration Agreement, in which case no consent shall be required),contract with other Persons, including the Investment Manager, the Trustee and the CollateralAdministrator for the performance of actions and obligations to be performed by the ApplicableIssuers hereunder and under the Investment Management Agreement by such Persons.Notwithstanding any such arrangement, the Applicable Issuers shall remain primarily liable withrespect thereto. In the event of such contract, the performance of such actions and obligations bysuch Persons shall be deemed to be performance of such actions and obligations by theApplicable Issuers; and the Applicable Issuers will punctually perform, and use their best effortsto cause the Investment Manager, the Trustee, the Collateral Administrator and such otherPerson to perform, all of their obligations and agreements contained in the InvestmentManagement Agreement, this Indenture, the Collateral Administration Agreement or any suchother agreement.

The Issuer shall notify each Rating Agency within 10 Business Days after(c)any material breach of any Transaction Document, following any applicable cure period for suchbreach.

Negative Covenants. (a) The Issuer will not and, with respect toSection 7.8clauses (ii), (iii), (iv), (vi), (vii), (viii), (ix) and (x) the Co-Issuer will not, in each case from andafter the Closing Date:

sell, transfer, exchange or otherwise dispose of, or pledge, mortgage,(i)hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), anypart of the Assets, except as expressly permitted by this Indenture and the InvestmentManagement Agreement;

claim any credit on, make any deduction from, or dispute the(ii)enforceability of payment of the principal or interest payable (or any other amount) inrespect of the Notes (other than amounts withheld or deducted in accordance with theCode or any applicable laws of the Cayman Islands or other applicable jurisdiction);

(A) incur or assume or guarantee any indebtedness, other than the Notes,(iii)this Indenture and the transactions contemplated hereby, or (B)(1) issue any additionalclass of securities except in accordance with Section 2.12 and 3.2 or (2) issue anyadditional ordinary shares;

(A) permit the validity or effectiveness of this Indenture or any Grant(iv)hereunder to be impaired, or permit the lien of this Indenture to be amended,hypothecated, subordinated, terminated or discharged, or permit any Person to bereleased from any covenants or obligations with respect to this Indenture or the Notesexcept as may be permitted hereby or by the Investment Management Agreement, (B)

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except as permitted by this Indenture, permit any lien, charge, adverse claim, securityinterest, mortgage or other encumbrance (other than the lien of this Indenture) to becreated on or extend to or otherwise arise upon or burden any part of the Assets, anyinterest therein or the proceeds thereof, or (C) except as permitted by this Indenture, takeany action that would permit the lien of this Indenture not to constitute a valid firstpriority security interest in the Assets;

amend the Investment Management Agreement except pursuant to the(v)terms thereof and Article XV of this Indenture;

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

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

permit the formation of any subsidiaries (other than, in the case of the(viii)Issuer, any Issuer Subsidiaries or the Co-Issuer);

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

have any employees (other than directors, to the extent they are(x)employees);

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

elect to be taxable for U.S. federal income taxes as other than a foreign(xii)corporation.

The Co-Issuer will not invest any of its assets in “securities” as such term(b)is defined in the Investment Company Act, and will keep all of its assets in Cash.

The Issuer and the Co-Issuer shall not be party to any agreements without(c)including customary “non-petition” and “limited recourse” provisions therein (and shall notamend or eliminate such provisions in any agreement to which it is party), except for anyagreements related to the purchase and sale of any Collateral Obligations or Eligible Investmentswhich contain customary (as determined by the Investment Manager in its sole discretion)purchase or sale terms or which are documented using customary (as determined by theInvestment Manager in its sole discretion) loan trading documentation.

The Issuer shall not enter into any agreement amending, modifying or(d)terminating any Transaction Document without notifying (or the Trustee on its behalf notifying)each Rating Agency and each Noteholder. The Investment Manager may cause the Issuer toeffect one or more amendments of the Transaction Documents to effect a change that isnecessary or advisable, as determined by the Investment Manager in its sole discretion, to

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comply with the Volcker Rule applicable to the Investment Manager, its affiliates or the Issuer,or to reduce, eliminate or otherwise mitigate the impact, or applicability, of the Volcker Rule onthe Investment Manager, its affiliates or the Issuer.

The Issuer may not acquire any of the Notes (including any Notes(e)surrendered or abandoned) except pursuant to Section 2.13. This Section 7.8(e) shall not bedeemed to limit an optional, special or mandatory redemption pursuant to the terms of thisIndenture.

The Co-Issuer shall not fail to maintain an independent director.(f)

The Co-Issuer shall not elect or take any other action that would cause it(g)to be treated as an association taxable as a corporation.

Notwithstanding anything to the contrary contained herein, the Issuer shall(h)not, and shall use its best efforts to ensure that the Investment Manager acting on the Issuer’sbehalf does not, acquire or own any asset, conduct any activity, or take any action if theacquisition or ownership of such asset, the conduct of such activity, or the taking of such action,as the case may be, causes the Issuer to be engaged, or deemed to be engaged, in a trade orbusiness within the United States for United States federal income tax purposes or otherwisesubject to U.S. federal income tax on a net basis. The requirements of this Section 7.8(h) will bedeemed to be satisfied if the requirements of Section 7.8(i) are satisfied.

In furtherance and not in limitation of Section 7.8(h), notwithstanding(i)anything to the contrary contained herein, the Issuer shall comply with all of the provisions setforth in the Tax Guidelines, unless, with respect to a particular transaction, the Issuer, theInvestment Manager and the Trustee shall have received advice of Cadwalader, Wickersham &Taft LLP or Dechert LLP, or an opinion of other tax counsel of nationally recognized standing inthe United States experienced in such matters, to the effect that the Issuer’s contemplatedactivities will not cause the Issuer to be engaged, or deemed to be engaged, in a trade or businesswithin the United States for United States federal income tax purposes. The provisions set forthin the Tax Guidelines may be amended or modified (without execution of an amendment to theInvestment Management Agreement) if the Issuer, the Investment Manager and the Trustee shallhave received advice of Cadwalader, Wickersham & Taft LLP or Dechert LLP, or an opinion ofother tax counsel of nationally recognized standing in the United States experienced in suchmatters, to the effect that, taking into account such amendments and modifications to the TaxGuidelines, the Issuer’s contemplated activities will not cause the Issuer to be treated as beingengaged in a trade or business in the United States for U.S. federal income tax purposes orotherwise become subject to U.S. federal income tax on a net income basis. For the avoidance ofdoubt, in the event advice of Cadwalader, Wickersham & Taft LLP or Dechert LLP, or anopinion of other tax counsel as described above, has been obtained in accordance with the termshereof, no consent of any Noteholder or Rating Agency shall be required in order to comply withthis Section 7.8(i) in connection with the waiver, amendment, elimination, modification orsupplementation of any provision of the Tax Guidelines contemplated by such advice or opinionof tax counsel.

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Statement as to Compliance. On or before December 18th in eachSection 7.9calendar year commencing in 2016, or immediately if there has been a Default under thisIndenture and prior to the issuance of any additional notes pursuant to Section 2.12, the Issuershall deliver to the Trustee and the Administrator (to be forwarded by the Trustee or theAdministrator, as applicable, to the Investment Manager, each Noteholder making a writtenrequest therefor and each Rating Agency) an Officer’s certificate of the Issuer that, having madereasonable inquiries of the Investment Manager, and to the best of the knowledge, informationand belief of the Issuer, there did not exist, as at a date not more than five days prior to the dateof the certificate, nor had there existed at any time prior thereto since the date of the lastcertificate (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 remedythe same, and that the Issuer has complied with all of its obligations under this Indenture or, ifsuch is not the case, specifying those obligations with which it has not complied.

Co-Issuers May Consolidate, Etc., Only on Certain Terms. NeitherSection 7.10the Issuer nor the Co-Issuer (the “Merging Entity”) shall consolidate or merge with or into anyother Person or transfer or convey all or substantially all of its assets to any Person, unlesspermitted by Cayman Islands law (in the case of the Issuer) or United States and Delaware law(in the case of the Co-Issuer) and unless:

the Merging Entity shall be the surviving corporation, or the Person (if(a)other than the Merging Entity) formed by such consolidation or into which the Merging Entity ismerged or to which all or substantially all of the assets of the Merging Entity are transferred (the“Successor Entity”) (A) if the Merging Entity is the Issuer, shall be a company organized andexisting under the laws of the Cayman Islands or such other jurisdiction approved by a Majorityof the Controlling Class (provided that no such approval shall be required in connection with anysuch transaction undertaken solely to effect a change in the jurisdiction of incorporation pursuantto Section 7.4), and (B) in any case shall expressly assume, by an indenture supplemental hereto,executed and delivered to the Trustee and each Holder, the due and punctual payment of theprincipal of and interest on all Secured Notes and the performance and observance of everycovenant of this Indenture on its part to be performed or observed, all as provided herein;

the Global Rating Agency Condition has been satisfied with respect to(b)such consolidation or merger;

if the Merging Entity is not the Successor Entity, the Successor Entity(c)shall have agreed with the Trustee (i) to observe the same legal requirements for the recognitionof such formed or surviving corporation as a legal entity separate and apart from any of itsAffiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not toconsolidate or merge with or into any other Person or transfer or convey the Assets or all orsubstantially all of its assets to any other Person except in accordance with the provisions of thisSection 7.10;

if the Merging Entity is not the Successor Entity, the Successor Entity(d)shall have delivered to the Trustee and each Rating Agency an Officer’s certificate and anOpinion of Counsel each stating that such Person is duly organized, validly existing and in good

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standing in the jurisdiction in which such Person is organized; that such Person has sufficientpower and authority to assume the obligations set forth in subsection (a) above and to executeand deliver an indenture supplemental hereto for the purpose of assuming such obligations; thatsuch Person has duly authorized the execution, delivery and performance of an indenturesupplemental hereto for the purpose of assuming such obligations and that such supplementalindenture is a valid, legal and binding obligation of such Person, enforceable in accordance withits terms, subject only to bankruptcy, reorganization, insolvency, winding-up, moratorium andother laws affecting the enforcement of creditors’ rights generally and to general principles ofequity (regardless of whether such enforceability is considered in a proceeding in equity or atlaw); if the Merging Entity is the Issuer, that, immediately following the event which causessuch Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title,free and clear of any lien, security interest or charge, other than the lien and security interest ofthis Indenture, to the Assets securing all of the Secured Notes, (ii) the Trustee continues to havea valid perfected first priority security interest in the Assets securing all of the Secured Notesand (iii) such Successor Entity will not be subject to U.S. net income tax or be treated as engagedin a trade or business within the United States for U.S. federal income tax purposes; and in eachcase as to such other matters as the Trustee or any Noteholder may reasonably require;

immediately after giving effect to such transaction, no Default or Event of(e)Default shall have occurred and be continuing;

the Merging Entity shall have notified each Rating Agency of such(f)consolidation, merger, transfer or conveyance and shall have delivered to the Trustee and eachNoteholder an Officer’s certificate and an Opinion of Counsel each stating that suchconsolidation, merger, transfer or conveyance and such supplemental indenture comply with thisArticle VII and that all conditions precedent in this Article VII relating to such transaction havebeen complied with and that such consolidation, merger, transfer or conveyance will not causethe Issuer to be treated as engaged in a U.S. trade or business or otherwise subject to U.S. netincome tax, will not cause any Class of Secured Notes to be deemed retired and reissued and willnot cause the holders or beneficial owners of the Notes to become subject to additionalwithholding taxes;

the Merging Entity shall have delivered to the Trustee an Opinion of(g)Counsel stating that after giving effect to such transaction, neither of the Co-Issuers (or, ifapplicable, the Successor Entity) will be required to register as an investment company under theInvestment Company Act; and

after giving effect to such transaction, the outstanding stock of the(h)Merging Entity (or, if applicable, the Successor Entity) will not be beneficially owned within themeaning of the Investment Company Act by any U.S. Person.

Successor Substituted. Upon any consolidation or merger, orSection 7.11transfer or conveyance of all or substantially all of the assets of the Issuer or the Co-Issuer, inaccordance with Section 7.10 in which the Merging Entity is not the surviving corporation, theSuccessor Entity shall succeed to, and be substituted for, and may exercise every right and powerof, the Merging Entity under this Indenture with the same effect as if such Person had beennamed as the Issuer or the Co-Issuer, as the case may be, herein. In the event of any such

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consolidation, merger, transfer or conveyance, the Person named as the “Issuer” or the“Co-Issuer” in the first paragraph of this Indenture or any successor which shall theretofore havebecome such in the manner prescribed in this Article VII may be dissolved, wound up andliquidated at any time thereafter, and such Person thereafter shall be released from its liabilitiesas obligor and maker on all the Notes and from its obligations under this Indenture.

No Other Business. The Issuer shall not have any employees andSection 7.12shall not engage in any business or activity other than issuing, paying and redeeming the Notesand any additional notes issued pursuant to this Indenture, acquiring, holding, selling,exchanging, redeeming and pledging, solely for its own account, Collateral Obligations andEligible Investments, acquiring, holding, selling, exchanging, redeeming and pledging shares inIssuer Subsidiaries and other activities incidental thereto, including entering into the NotePurchase Agreement and the Transaction Documents to which it is a party. The Issuer shall nothold itself out as originating loans, lending funds, making a market in loans or other assets orselling loans or other assets to customers or as willing to enter into, assume, offset, assign orotherwise terminate positions in derivative financial instruments with customers. The Co-Issuershall not engage in any business or activity other than issuing and selling the Secured Notes(other than the Class E Notes and the Class F Notes) and any additional rated notes issuedpursuant to this Indenture and other activities incidental thereto, including entering into the NotePurchase Agreement and the Transaction Documents to which it is a party. The Issuer and theCo-Issuer may amend, or permit the amendment of, the Memorandum and Articles of the Issuerand the certificate of formation and limited liability company agreement of the Co-Issuer,respectively, only upon satisfaction of the Global Rating Agency Condition.

Maintenance of Listing. So long as any Listed Notes remainSection 7.13Outstanding, the Co-Issuers shall use all reasonable efforts to maintain the listing of such Noteson the IrishCayman Islands Stock Exchange.

Annual Rating Review. (a) So long as any of the Secured NotesSection 7.14of any Class remain Outstanding, on or before December 18th in each year commencing in 2016,the Applicable Issuers shall obtain and pay for an annual review of the rating of each such Classof Secured Notes from each applicable Rating Agency. The Applicable Issuers shall promptlynotify the Trustee and the Investment Manager in writing (and the Trustee shall promptlyprovide the Holders with a copy of such notice) if at any time the rating of any such Class ofSecured Notes has been, or is known will be, changed or withdrawn.

The Issuer shall obtain and pay for an annual review of any Collateral(b)Obligation which has a Moody’s Default Probability Rating determined under clause (iv) of thedefinition of the term “Moody’s Default Probably Rating” in Schedule 4 and any DIP CollateralObligations.

Reporting. At any time when the Co-Issuers are not subject toSection 7.15Section 13 or 15(d) of the Exchange Act and are not exempt from reporting pursuant to Rule12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note,the Applicable Issuers shall promptly furnish or cause to be furnished Rule 144A Information tosuch Holder or beneficial owner, to a prospective purchaser of such Note designated by suchHolder or beneficial owner, or to the Trustee specifying delivery to such Holder or beneficial

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owner or a prospective purchaser designated by such Holder or beneficial owner, as the case maybe, in order to permit compliance by such Holder or beneficial owner with Rule 144A under theSecurities Act in connection with the resale of such Note. “Rule 144A Information” shall besuch information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or anysuccessor provision thereto).

Calculation Agent. (a) The Issuer hereby agrees that for so longSection 7.16as any Floating Rate Notes remain Outstanding there will at all times be an agent appointed(which does not control or is not controlled by or under common control with the Issuer or itsAffiliates or the Investment Manager or its Affiliates) to calculate LIBOR in respect of eachInterest Accrual Period in accordance with the terms of Exhibit C hereto (the “Calculation Agent”). The Issuer hereby appoints the Trustee as the Calculation Agent. The CalculationAgent may be removed by the Issuer or the Investment Manager, on behalf of the Issuer, at anytime. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issueror the Investment Manager, on behalf of the Issuer, the Issuer or the Investment Manager, onbehalf of the Issuer, will promptly appoint a replacement Calculation Agent which does notcontrol or is not controlled by or under common control with the Issuer or its Affiliates or theInvestment Manager or its Affiliates. The Calculation Agent may not resign its duties or beremoved without a successor having been duly appointed. In addition, for so long as any Notesare listed on the IrishCayman Islands Stock Exchange and the guidelines of such exchange sorequire, notice of the appointment of any replacement Calculation Agent shall be sent to theIrishCayman Islands Stock Exchange.

The Calculation Agent shall be required to agree (and the Trustee hereby(b)agrees) that, as soon as possible after 11:00 a.m. London time on each Interest DeterminationDate, but in no event later than 11:00 a.m. New York time on the Business Day immediatelyfollowing each Interest Determination Date, the Calculation Agent will calculate the InterestRate applicable to each Class of Floating Rate Notes during the related Interest Accrual Periodand the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent beingrounded upward) payable on the related Payment Date in respect of such Class of Floating RateNotes and the related Interest Accrual Period. At such time, the Calculation Agent willcommunicate such rates and amounts to the Co-Issuers, the Trustee, each Paying Agent, theInvestment Manager, Euroclear and Clearstream. The Calculation Agent will also specify to theCo-Issuers the quotations upon which the foregoing rates and amounts are based, and in anyevent the Calculation Agent shall notify the Co-Issuers before 5:00 p.m. (New York time) onevery Interest Determination Date if it has not determined and is not in the process ofdetermining any such Interest Rate or Note Interest Amount together with its reasons therefor.The Calculation Agent’s determination of the foregoing rates and amounts for any InterestAccrual Period will (in the absence of manifest error) be final and binding upon all parties.

Certain Tax Matters. (a) The Issuer and the Co-Issuer will treatSection 7.17the Issuer, the Co-Issuer and the Notes as described in the “Certain U.S. Federal Income TaxConsiderations” section of the Offering Circular for all U.S. federal, state and local income andfranchise tax purposes and will take no action inconsistent with such treatment unless requiredby law.

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The Co-Issuers shall prepare and file, and the Issuer shall cause each(b)Issuer Subsidiary to prepare and file, or in each case shall hire accountants and the accountantsshall cause to be prepared and filed (and, where applicable, delivered to the Issuer or Holders)for each taxable year of the Issuer, the Co-Issuer and the Issuer Subsidiary the federal, state andlocal income tax returns and reports as required under the Code, or any tax returns orinformation tax returns required by any governmental authority that the Issuer, the Co-Issuer orthe Issuer Subsidiary are required to file (and, where applicable, deliver), and shall provide toeach such Holder any information that such Holder reasonably requests in order for such Holderto (i) comply with its federal, state, or local tax return filing and information reportingobligations, (ii) make and maintain a “qualified electing fund” (“QEF”) election (as defined inthe Code) with respect to the Issuer and any Issuer Subsidiary, (iii) file a protective statementpreserving such Holder’s ability to make a retroactive QEF election with respect to the Issuer orany Issuer Subsidiary (such information to be provided at such holder’s expense), or (iv) complywith filing requirements that arise as a result of the Issuer being classified as a “controlledforeign corporation” for U.S. federal income tax purposes (such information to be provided atsuch Holder’s expense); provided that the Issuer and the Co-Issuer shall not file, or cause to befiled, any income or franchise tax return in the United States or any state thereof on the basis thatit is engaged in a trade or business in the United States for U.S. federal income tax purposesunless it shall have obtained advice or an opinion Cadwalader, Wickersham & Taft LLP orDechert LLP, or an opinion of other nationally recognized U.S. tax counsel experienced in suchmatters, prior to such filing to the effect that, under the laws of such jurisdiction, the Issuer orCo-Issuer (as applicable) is required to file such income or franchise tax return.

Notwithstanding any provision herein to the contrary, the Issuer shall take,(c)and shall cause any Issuer Subsidiary to take, any and all actions that may be necessary orappropriate to ensure that the Issuer and such Issuer Subsidiary satisfy any and all reporting,withholding and tax payment obligations under Code Sections 1441, 1442, 1445, 1471, 1472,and any other provision of the Code or other applicable law. Without limiting the generality ofthe foregoing, (i) each of the Issuer and any Issuer Subsidiary may withhold any amount that itor any advisor on its behalf determines is required to be withheld from any amounts otherwisedistributable to any Person, (ii) the Issuer shall, and shall cause each Issuer Subsidiary to, causeto be delivered any properly completed and executed documentation, agreements, andcertifications to each issuer, counterparty, paying agent, and/or any applicable taxing authority,and enter into any agreements with a taxing authority or other governmental authority, asnecessary to avoid or reduce the withholding, deduction, or imposition of U.S. income orwithholding tax. Upon written request, the Trustee, the Paying Agent and the Registrar shallprovide to the Issuer, the Investment Manager, or any agent thereof any information specified bysuch parties regarding the Holders of the Notes and payments on the Notes that is reasonablyavailable to the Trustee, the Paying Agent or the Registrar, as the case may be, and may benecessary for compliance with FATCA or other applicable law.

Upon the Trustee’s receipt of a request of a Holder delivered in(d)accordance with the notice procedures of Section 14.3 for the information described in UnitedStates Treasury Regulations section 1.1275-3(b)(1)(i) that is applicable to such Holder, theIssuer shall cause its Independent accountants to provide promptly to the Trustee and suchrequesting Holder all of such information. Any additional issuance or issuance of replacement

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Notes shall be accomplished in a manner that shall allow the independent accountants of theIssuer to accurately calculate original issue discount income to Holders of the additional Notesor replacement Notes (as applicable).

Prior to the time that:(e)

the Issuer would acquire or receive any asset (in connection with a(i)workout or restructuring of a Collateral Obligation) that could cause the Issuer to betreated as engaged in a trade or business in the United States for U.S. federal income taxpurposes or subject to U.S. federal tax on a net income basis, or

any Collateral Obligation is modified in a manner that could cause the(ii)Issuer to be treated as engaged in a trade or business in the United States for U.S. federalincome tax purposes or subject to U.S. federal tax on a net income basis,

the Issuer will either (x) organize an Issuer Subsidiary and contribute to the Issuer Subsidiary theright to receive such asset or the Collateral Obligation, (y) contribute to an existing IssuerSubsidiary the right to receive such asset or the Collateral Obligation, or (z) sell the right toreceive such asset or the Collateral Obligation, unless the Issuer has received written advice oran opinion of Cadwalader, Wickersham & Taft LLP or Dechert LLP, or an opinion of othernationally recognized tax counsel in the United States experienced in such matters, to the effectthat the acquisition, receipt, ownership, and disposition of such asset, or that the modification ofsuch Collateral Obligation, as the case may be, will not cause the Issuer to be treated as engagedin a trade or business within the United States for U.S. federal income tax purposes or otherwisecause the Issuer to be subject to U.S. federal income tax on a net income basis.

Notwithstanding Section 7.17(e), the Issuer shall not acquire any asset(f)(including an asset that may otherwise qualify as a Collateral Obligation) if a restructuring,workout, or modification of such asset proposed to be acquired is in process and if suchrestructuring, workout, or modification could reasonably result in the Issuer being treated asengaged in a trade or business in the United States or subject to U.S. federal tax on a net incomebasis (either because of a modification of the asset or because the Issuer would receive anotherasset in connection with the restructuring or workout that would cause the Issuer to be treated asengaged in a trade or business in the United States).

Each Issuer Subsidiary must at all times have at least one independent(g)director meeting the requirements of an “Independent Director” as set forth in the IssuerSubsidiary’s organizational documents complying with any applicable Rating Agency ratingcriteria. The Issuer shall cause the purposes and permitted activities of any Issuer Subsidiary tobe restricted solely to the acquisition, receipt, holding, management and disposition of assetsreferred to in Section 7.17(e)(i) and Section 7.17(e)(ii) and any assets, income and proceedsreceived in respect thereof (collectively, “Issuer Subsidiary Assets”), and (subject to Section 7.17(h)(xix)) shall require each Issuer Subsidiary to distribute 100% of the net proceeds of anysale of such Issuer Subsidiary Assets, net of any tax or other liabilities, to the Issuer. At therequest of the Investment Manager, the Issuer will cause any Issuer Subsidiary to enter into aseparate management agreement with the Investment Manager which agreement shall besubstantially in the form of the Investment Management Agreement. Notice of any such separate

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management agreement and a copy of such agreement shall be provided to each of the RatingAgencies. No supplemental indenture pursuant to Section 8.1 or Section 8.2 hereof shall benecessary to permit the Issuer, or the Investment Manager on its behalf, to take any actionsnecessary to set up an Issuer Subsidiary.

With respect to any Issuer Subsidiary:(h)

the Issuer shall not allow such Issuer Subsidiary to (A) purchase any(i)assets, or (B) acquire title to real property or a controlling interest in any entity that ownsreal property;

the Issuer shall ensure that such Issuer Subsidiary shall not sell, transfer,(ii)exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwiseencumber (or permit such to occur or suffer such to exist), any part of such IssuerSubsidiary Assets, except as expressly permitted by this Indenture and the InvestmentManagement Agreement;

the Issuer Subsidiary shall not elect to be treated as a “real estate(iii)investment trust” for U.S. Federal income tax purposes;

the Issuer shall ensure that such Issuer Subsidiary shall not (A) have any(iv)employees (other than their respective directors, to the extent such directors are deemedto be employees), (B) have any subsidiaries (other than any subsidiary of such IssuerSubsidiary which is subject, to the extent applicable, to covenants set forth in this Section 7.16(h) applicable to an Issuer Subsidiary), or (C) incur or assume or guarantee anyindebtedness or hold itself out as liable for the debt of any other Persons;

the Issuer shall ensure that such Issuer Subsidiary shall not conduct(v)business under any name other than its own;

the constitutive documents of such Issuer Subsidiary shall provide that (A)(vi)recourse with respect to costs, expenses or other liabilities of such Issuer Subsidiary shallbe solely to its Issuer Subsidiary Assets and no creditor of such Issuer Subsidiary shallhave any recourse whatsoever to the Issuer or its assets except to the extent otherwiserequired under applicable law and (B) it will be subject to the limitations on powers setforth in the organizational documents of the Issuer;

the Issuer shall ensure that such Issuer Subsidiary shall file all tax returns(vii)and reports required to be filed by it and to pay all taxes required to be paid by it;

the Issuer shall notify the Trustee of the filing or commencement of any(viii)action, suit or proceeding by or before any arbiter or governmental authority against oraffecting such Issuer Subsidiary;

the Issuer shall ensure that such Issuer Subsidiary shall not enter into any(ix)agreement or other arrangement that prohibits or restricts or imposes any condition uponthe ability of such Issuer Subsidiary to pay dividends or other distributions with respectto any of its ownership interests;

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the Issuer shall be permitted to take any actions and enter into any(x)agreements to effect the transactions contemplated by clause (e) above so long as they donot violate clause (f) above;

the Issuer shall keep in full effect the existence, rights and franchises of(xi)each Issuer Subsidiary as a company or corporation organized under the laws of itsjurisdiction and shall obtain and preserve its qualification to do business in eachjurisdiction in which such qualification is or shall be necessary to preserve the IssuerSubsidiary Assets held from time to time by the related Issuer Subsidiary. In addition,the Issuer and each Issuer Subsidiary shall not take any action, or conduct its affairs in amanner, that is likely to result in its separate existence being ignored or in its assets andliabilities being substantively consolidated with any other Person in a bankruptcy,reorganization or other insolvency proceeding. Notwithstanding the foregoing, the Issuershall be permitted to dissolve any Issuer Subsidiary at any time;

with respect to any Issuer Subsidiary, the parties hereto agree that any(xii)reports prepared by the Trustee, the Investment Manager or Collateral Administrator withrespect to the Collateral Obligations shall indicate that the related Issuer SubsidiaryAssets are held by the Issuer Subsidiary, shall refer directly and solely to the relatedIssuer Subsidiary Assets, and the Trustee shall not be obligated to refer to the equityinterest in such Issuer Subsidiary;

the Issuer, the Co-Issuer, the Investment Manager and the Trustee shall(xiii)not cause the filing of a petition in bankruptcy against the Issuer Subsidiary for thenonpayment of any amounts due hereunder until at least one year and one day, or anylonger applicable preference period then in effect plus one day, after the payment in fullof all the Notes issued under this Indenture and agrees and acknowledges that the foregoing covenant is a material inducement for each Holder and beneficial owner of the Notes to acquire such Notes and for the Issuer, the Co-Issuer and the Investment Manager to enter into each Transaction Document to which it is a party and is an essential term of this Indenture and the Notes;

in connection with the organization of any Issuer Subsidiary and the(xiv)contribution of any Issuer Subsidiary Assets to such Issuer Subsidiary pursuant to Section 7.16(e), such Issuer Subsidiary shall establish one or more custodial and/or collateralaccounts, as necessary, with the Bank or a financial institution meeting the requirementsof Section 10.1 to hold the Issuer Subsidiary Assets pursuant to an account controlagreement; provided, however, that (A) an Issuer Subsidiary Asset shall not be requiredto be held in such a custodial or collateral account if doing so would be in violation ofanother agreement related to such Issuer Subsidiary Asset or any other asset and (B) theIssuer may pledge an Issuer Subsidiary Asset to a Person other than the Trustee ifrequired pursuant to a related reorganization or bankruptcy Proceeding;

the Issuer shall cause the Issuer Subsidiary to distribute, or cause to be(xv)distributed, the proceeds of Issuer Subsidiary Assets to the Issuer, in such amounts and atsuch times as shall be determined by the Investment Manager (any Cash proceeds

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distributed to the Issuer shall be deposited into the Interest Collection Account or thePrincipal Collection Subaccount, as applicable, as determined in accordance withsubclause (xvii)); provided that the Issuer shall not cause any amounts to be sodistributed unless all amounts in respect of any related tax liabilities and expenses havebeen paid in full or have been properly reserved for in accordance with GAAP;

notwithstanding the complete and absolute transfer of an Issuer Subsidiary(xvi)Asset to an Issuer Subsidiary, subject to Section 1.2(o), for purposes of measuringcompliance with the Concentration Limitations, Collateral Quality Tests, and CoverageTests or for the purpose of characterizing any Cash proceeds distributed to the Issuer asInterest Proceeds or Principal Proceeds, the ownership interests of the Issuer in an IssuerSubsidiary or any property distributed to the Issuer by an Issuer Subsidiary (other thanCash) shall be treated as ownership of the Issuer Subsidiary Asset(s) owned by suchIssuer Subsidiary (and shall be treated as having the same characteristics as such IssuerSubsidiary Asset(s) or of any asset received in consideration of such Issuer SubsidiaryAsset(s)). If, prior to its transfer to an Issuer Subsidiary, an Issuer Subsidiary Asset wasa Defaulted Obligation, the ownership interests of the Issuer in such Issuer Subsidiaryshall be treated as a Defaulted Obligation until such Issuer Subsidiary Asset would haveceased to be a Defaulted Obligation if owned directly by the Issuer;

any distribution of Cash by an Issuer Subsidiary to the Issuer shall be(xvii)characterized as Interest Proceeds or Principal Proceeds to the same extent that such Cashwould have been characterized as Interest Proceeds or Principal Proceeds if receiveddirectly by the Issuer;

if (A) any Event of Default occurs, the Notes have been declared due and(xviii)payable (and such declaration shall not have been rescinded and annulled in accordancewith this Indenture), and the Trustee or any other authorized party takes any action underthis Indenture to sell, liquidate or dispose of the Assets, (B) notice is given of anyOptional Redemption, Tax Redemption or other prepayment in full or repayment in fullof all Notes Outstanding occurs and such notice is not capable of being rescinded, (C) theStated Maturity has occurred or will occur within 5 Business Days, or (D) irrevocablenotice is given of any other final liquidation and final distribution of the Assets, howeverdescribed, the Issuer or the Investment Manager on the Issuer’s behalf shall (x) withrespect to each Issuer Subsidiary, instruct such Issuer Subsidiary to sell each IssuerSubsidiary Asset held by such Issuer Subsidiary for the Issuer and distribute the proceedsof such sale, net of any amounts necessary to satisfy any related expenses and taxliabilities, to the Issuer in exchange for the equity security of or other interest in suchIssuer Subsidiary held by the Issuer or (y) sell its interest in such Issuer Subsidiary;

the Issuer shall not dispose of an interest in any Issuer Subsidiary if such(xix)interest is a “United States real property interest,” as defined in Section 897(c) of theCode, and an Issuer Subsidiary shall not make any distribution to the Issuer if suchdistribution would cause the Issuer to be treated as engaged in a trade or business in theUnited States for federal income tax purposes or cause the Issuer to be subject to U.S.federal tax on a net income basis; and

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the Issuer shall provide, or cause to be provided, to each Rating Agency,(xx)written notice prior to the formation of an Issuer Subsidiary.

Each contribution of an asset by the Issuer to an Issuer Subsidiary as(i)provided in this Section 7.17 may be effected by means of granting a participation interest insuch asset to the Issuer Subsidiary if such grant transfers ownership of such asset to the IssuerSubsidiary for U.S. federal income tax purposes, based on written advice or an opinion ofCadwalader, Wickersham & Taft LLP or Dechert LLP, or an opinion of other tax counsel ofnationally recognized standing in the United States experienced in such matters.

For the avoidance of doubt, an Issuer Subsidiary may distribute any Issuer(j)Subsidiary Asset to the Issuer if the Issuer has received written advice or an opinion fromDechert LLP, or an opinion of other nationally recognized U.S. tax counsel experienced in suchmatters, to the effect that, under the relevant facts and circumstances with respect to suchtransaction, the acquisition, ownership, and disposition of such Issuer Subsidiary Asset will notcause the Issuer to be treated as engaged in a trade or business in the United States for U.S.federal income tax purposes or otherwise subject to U.S. federal tax on a net income basis.

Upon a Re-Pricing, the Issuer will cause its Independent certified public(k)accountants to comply with any requirements under Treasury Regulation §1.1273-2(f)(9) (or anysuccessor provision) including (as applicable) (i) determining whether Notes of the Re-PricedClass or Notes replacing the Re-Priced Class are traded on an established market, and (ii) if sotraded, determining the fair market value of such Notes and to make available such fair marketvalue determination to holders in a commercially reasonable fashion, including by electronicpublication, within 90 days of the date that the new Notes are issued.

Effective Date; Purchase of Additional Collateral Obligations.Section 7.18(a) The Issuer will use commercially reasonable efforts to purchase (or enter into commitmentsto purchase), on or before the Effective Date, Collateral Obligations, such that the Target InitialPar Condition is satisfied.

During the period from the Closing Date to and including the Effective(b)Date, the Issuer will use the following funds to purchase additional Collateral Obligations in thefollowing order: (i) to pay for the principal portion of any Collateral Obligation, first, anyamounts on deposit in the Ramp-Up Account, and second, any Principal Proceeds on deposit inthe Collection Account and (ii) to pay for accrued interest on any such Collateral Obligation, anyamounts on deposit in the Ramp-Up Account.

Within 20 Business Days after the Effective Date, the Issuer shall provide,(c)or cause the Investment Manager to provide the following documents: (i) to each Rating Agency,a report identifying the Collateral Obligations and (ii) to the Trustee and the CollateralAdministrator (A) an Accountants’ Effective Date Comparison AUP Report comparing theissuer (it being understood that the same issuer may be referred to differently due to the use ofabbreviations or shorthand references by different record keepers), principal balance,coupon/spread, stated maturity, Moody’s Rating, Moody’s Default Probability Rating, Moody’sindustry classification, Fitch Rating and country of Domicile with respect to each Collateral

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Obligation as of the Effective Date and the information provided by the Issuer with respect toevery other asset included in the Assets, by reference to such sources as shall be specified thereinand (B) an Accountants’ Effective Date Recalculation AUP Report recalculating as of theEffective Date the level of compliance with (1) the Target Initial Par Condition, (2) theOvercollateralization Ratio Tests, (3) the Concentration Limitations and (4) the CollateralQuality Test, with both such Accountants’ Reports specifying the procedures undertaken bythem to compare data and computations relating to such Accountants’ Effective Date AUPReports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete andunedited form which includes the Accountants' Effective Date Comparison AUP Report as anattachment, will be provided by the Independent accountants to the Issuer who will post suchForm 15-E on the 17g-5 Information Website. Copies of the Accountants’ Effective DateRecalculation AUP Report or any other agreed-upon procedures report provided by theIndependent accountants to the Issuer, the Trustee or the Collateral Administrator will not beprovided to any other party including the Rating Agencies.

If the Effective Date Moody’s Condition is not satisfied prior to the date(d)20 Business Days after the Effective Date, then (A) the Issuer (or the Investment Manager on theIssuer’s behalf) shall either (i) notify Moody’s that the Effective Date Moody’s Condition hasbeen satisfied on or before the first Determination Date or (ii) request Moody’s to confirm, on orbefore the first Determination Date, that Moody’s will not reduce or withdraw its initial rating ofany Class of the Secured Notes and (B) if, by the first Determination Date, the Issuer (or theInvestment Manager on the Issuer’s behalf) has not confirmed to Moody’s that the EffectiveDate Moody’s Condition has been satisfied or obtained the confirmation from Moody’s, each asdescribed in the preceding clause (A) of this paragraph (an “Effective Date Ratings Confirmation Failure”), the Issuer (or the Investment Manager on the Issuer’s behalf) shall instruct the Trusteeto transfer amounts from the Interest Collection Subaccount to the Principal CollectionSubaccount and may, prior to the first Payment Date, purchase additional Collateral Obligationsin an amount sufficient to enable the Issuer (or the Investment Manager on the Issuer’s behalf) to(A) confirm to Moody’s that the Effective Date Moody’s Condition has been satisfied or (B)obtain from Moody’s written confirmation of its initial ratings of the Secured Notes; providedthat, in lieu of complying with the foregoing, the Issuer (or the Investment Manager on theIssuer’s behalf) may take such action, including but not limited to, a Special Redemption and/ortransferring amounts from the Interest Collection Subaccount to the Principal CollectionSubaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable theIssuer (or the Investment Manager on the Issuer’s behalf) to (I) confirm to Moody’s that theEffective Date Moody’s Condition has been satisfied or (II) obtain from Moody’s writtenconfirmation of its initial ratings of the Secured Notes; provided, further, that amounts may notbe transferred from the Interest Collection Subaccount to the Principal Collection Subaccount if,after giving effect to such transfer, (a) the amounts available pursuant to the Priority of Paymentson the next succeeding Payment Date would be insufficient to pay the full amount of the accruedand unpaid interest on any Class of Secured Notes on such next succeeding Payment Date or (b)such transfer would result in a deferral of interest with respect to the Class C-1 Notes, Class C-2Notes, Class D Notes, Class E Notes or Class EF Notes on the next succeeding Payment Date.The Investment Manager shall provide Fitch with written notice of an Effective Date RatingsConfirmation Failure.

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The failure of the Issuer to satisfy the requirements of this Section 7.18(e)will not constitute an Event of Default unless such failure constitutes an Event of Default underSection 5.1(d) hereof and the Issuer, or the Investment Manager acting on behalf of the Issuer,has acted in bad faith. Of the proceeds of the issuance of the Notes which are not applied to payfor the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date(including repayment of any amounts borrowed by the Issuer in connection with the purchase ofCollateral Obligations prior to the Closing Date), or to pay other applicable fees and expenses, orto be deposited in the Interest Reserve Account, U.S.$495,960,000 representing proceeds of theissuance of the Notes will be deposited in the Ramp-Up Account on the Closing Date. At thedirection of the Issuer (or the Investment Manager on behalf of the Issuer), the Trustee shallapply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations fromthe Closing Date to and including the Effective Date as described in paragraph (b) above. If onthe Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied topurchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c).

At the time Moody’s is provided with the Effective Date Moody’s Report,(f)the Issuer shall provide a copy of such report to Fitch and the Trustee shall post such report tothe website specified in Section 10.6(g).

Asset Quality Matrix. On or prior to the Effective Date, the Investment(g)Manager shall elect (in its sole discretion) the “row/column combination” of the Asset QualityMatrix that shall on and after the Effective Date apply to the Collateral Obligations for purposesof determining compliance with the Moody’s Diversity Test, the Maximum Moody’s RatingFactor Test and the Minimum Floating Spread Test, and if such “row/column combination”differs from the “row/column combination” chosen to apply as of the Closing Date, theInvestment Manager will so notify the Trustee, Fitch and the Collateral Administrator byproviding written notice in the form of Exhibit E. Thereafter, at any time (and from time totime) on written notice of one Business Day to the Trustee, the Collateral Administrator and eachRating Agency (if then rating a Class of Notes), the Investment Manager may elect a different“row/column combination” to apply to the Collateral Obligations; provided that if: (i)(1) theCollateral Obligations are currently in compliance with the Asset Quality Matrix case thenapplicable to the Collateral Obligations, the Collateral Obligations comply with the AssetQuality Matrix case to which the Investment Manager desires to change or (2) the CollateralObligations are not currently in compliance with the Asset Quality Matrix case then applicableto the Collateral Obligations or would not be in compliance with any other Asset Quality Matrixcase, the Collateral Obligations need not comply after the proposed change so long as the degreeof compliance would be maintained or improved if the Asset Quality Matrix to which theInvestment Manager desires to change is used and (ii) immediately after giving effect to thechange in the “row/column combination”, each of the Moody’s Diversity Test, the MaximumMoody’s Rating Factor Test and the Minimum Floating Spread Test would be satisfied or, if notsatisfied, they are not further out of compliance. If the Investment Manager does not notify theTrustee, the Collateral Administrator and each Rating Agency (if then rating a Class of Notes)that it will alter the “row/column combination” of the Asset Quality Matrix chosen on theEffective Date in the manner set forth above, the “row/column combination” of the Asset QualityMatrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding theforegoing, the Investment Manager may elect (in its sole discretion) at any time (and from time

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to time) after the Effective Date, in lieu of selecting a “row/column combination” of the AssetQuality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, asapplicable, on a straight-line basis and round the results to two decimal points.

Representations relating to Security Interests in the Assets.Section 7.19(a) The Issuer hereby represents and warrants that, as of the Closing Date (which representationsand warranties shall survive the execution of this Indenture and be deemed to be repeated oneach date on which an Asset is Granted to the Trustee hereunder):

The Issuer owns such Asset free and clear of any lien, claim or(i)encumbrance of any person, other than such as are created under, or permitted by, thisIndenture.

Other than the security interest Granted to the Trustee pursuant to this(ii)Indenture, except as permitted by this Indenture, the Issuer has not pledged, assigned,sold, granted a security interest in, or otherwise conveyed any of the Assets. The Issuerhas not authorized the filing of and is not aware of any Financing Statements against theIssuer that include a description of collateral covering the Assets other than anyFinancing Statement relating to the security interest granted to the Trustee hereunder orthat has been terminated; the Issuer is not aware of any judgment, PBGC liens or tax lienfilings against the Issuer.

All Assets constitute Cash, accounts (as defined in Section 9-102(a)(2) of(iii)the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of theUCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC),Certificated Securities or security entitlements to financial assets resulting from thecrediting of financial assets to a “securities account” (as defined in Section 8-501(a) ofthe UCC). All Accounts constitute “securities accounts” under Section 8-501(a) of theUCC.

This Indenture creates a valid and continuing security interest (as defined(iv)in Section 1-201(37) of the UCC) in such Assets in favor of the Trustee, for the benefitand security of the Secured Parties, which security interest is prior to all other liens,claims and encumbrances (except as permitted otherwise in this Indenture), and isenforceable as such against creditors of and purchasers from the Issuer.

The Issuer hereby represents and warrants that, as of the Closing Date(b)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to Assets that constitute Instruments:

Either (1) the Issuer has caused or will have caused, within ten days after(i)the Closing Date, the filing of all appropriate Financing Statements in the proper office inthe appropriate jurisdictions under applicable law in order to perfect the security interestin the Instruments granted to the Trustee, for the benefit and security of the SecuredParties or (2) (A) all original executed copies of each promissory note or mortgage notethat constitutes or evidences the Instruments have been delivered to the Trustee or the

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Issuer has received written acknowledgement from a custodian that such custodian isholding the mortgage notes or promissory notes that constitute evidence of theInstruments solely on behalf of the Trustee and for the benefit of the Secured Parties and(B) none of the Instruments that constitute or evidence the Assets has any marks ornotations indicating that they have been pledged, assigned or otherwise conveyed to anyPerson other than the Trustee, for the benefit of the Secured Parties.

The Issuer has received all consents and approvals required by the terms(ii)of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets.

The Issuer hereby represents and warrants that, as of the Closing Date(c)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to the Assets that constitute Security Entitlements:

All of such Assets have been and will have been credited to one of the(i)Accounts which are securities accounts within the meaning of Section 8-501(a) of theUCC. The Securities Intermediary for each Account has agreed to treat all assetscredited to such Accounts as “financial assets” within the meaning of Section 8-102(a)(9)of the UCC.

The Issuer has received all consents and approvals required by the terms(ii)of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets.

(1) The Issuer has caused or will have caused, within ten days after the(iii)Closing Date, the filing of all appropriate Financing Statements in the proper office in theappropriate jurisdictions under applicable law in order to perfect the security interestgranted to the Trustee, for the benefit and security of the Secured Parties, hereunder and(2) (A) the Issuer has delivered to the Trustee a fully executed Securities AccountControl Agreement pursuant to which the Custodian has agreed to comply with allinstructions originated by the Trustee relating to the Accounts without further consent bythe Issuer or (B) the Issuer has taken all steps necessary to cause the Custodian toidentify in its records the Trustee as the person having a security entitlement against theCustodian in each of the Accounts.

The Accounts are not in the name of any Person other than the Issuer or(iv)the Trustee. The Issuer has not consented to the Custodian to comply with theEntitlement Order of any Person other than the Trustee (and the Issuer prior to a notice ofexclusive control being provided by the Trustee).

The Issuer hereby represents and warrants that, as of the Closing Date(d)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to Assets that constitute general intangibles:

The Issuer has caused or will have caused, within ten days after the(i)Closing Date, the filing of all appropriate Financing Statements in the proper filing office

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in the appropriate jurisdictions under applicable law in order to perfect the securityinterest in the Assets granted to the Trustee, for the benefit and security of the SecuredParties, hereunder.

The Issuer has received, or will receive, all consents and approvals(ii)required by the terms of the Assets to the pledge hereunder to the Trustee of its interestand rights in the Assets.

The Co-Issuers agree to notify the Rating Agencies promptly if they(e)become aware of the breach of any of the representations and warranties contained in thisSection 7.19 and shall not waive any of the representations and warranties in this Section 7.19 orany breach thereof.

Rule 17g-5 Compliance. To enable the Rating Agencies to complySection 7.20with their obligations under Rule 17g-5, the Issuer shall cause to be posted on apassword-protected internet website, at the same time such information is provided to the RatingAgencies, all information the Issuer or other Persons on its behalf, including the InvestmentManager, the Trustee and the Collateral Administrator, provides to the Rating Agencies for thepurposes of determining the initial credit rating of the Secured Notes or undertaking credit ratingsurveillance of the Secured Notes (such information, the “17g-5 Information”), in accordancewith the following procedures in the case of such credit rating surveillance:

To the extent that a Rating Agency makes an inquiry or initiates(a)communications with the Issuer, the Investment Manager, the Collateral Administrator or theTrustee that is relevant to such Rating Agency’s credit rating surveillance of the Secured Notes,all responses to such inquiries or communications from such Rating Agency shall be formulatedin writing by the responding party or its representative or advisor and shall be provided to theInformation Agent in accordance with Section 7.20(d) and (e) who shall promptly post such17g-5 Information to the 17g-5 Information Website in accordance with the procedures set forthin Section 7.20(f), and after the responding party or its representative or advisor receives writtennotification from the Information Agent (which the Information Agent agrees to provide on areasonably prompt basis) (which may be in the form of e-mail) that such response has beenposted on the 17g-5 Information Website, such responding party or its representative or advisormay provide such response to such Rating Agency.

To the extent that any of the Issuer, the Investment Manager, the(b)Collateral Administrator or the Trustee is required to provide any 17g-5 Information to, orcommunicate with, any Rating Agency in accordance with its obligations under this Indenture orthe Investment Management Agreement (including pursuant to Section 10.9), the Issuer, theInvestment Manager, the Collateral Administrator or the Trustee, as applicable (or theirrespective representatives or advisors), shall provide such 17g-5 Information to the InformationAgent in accordance with Section 7.20(d) and (e), which the Information Agent shall post to the17g-5 Information Website in accordance with the procedures set forth in Section 7.20(f), andafter the applicable party has received written notification from the Information Agent (whichthe Information Agent agrees to provide on a reasonably prompt basis) (which may be in theform of e-mail) that such 17g-5 Information has been posted to the 17g-5 Information Website,

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the applicable party or its representative or advisor shall provide such information to such RatingAgency.

The Issuer, the Investment Manager, the Collateral Administrator and the(c)Trustee (and their respective representatives and advisors) shall be permitted (but shall not berequired) to orally communicate with the Rating Agencies regarding any Collateral Obligation orthe Notes or the reporting related thereto; provided that such party summarizes the informationprovided to the Rating Agencies in such communication and provides the Information Agentwith such summary in accordance with the procedures set forth in Section 7.20(e) within oneBusiness Day of such communication taking place. The Information Agent shall post suchsummary to the 17g-5 Information Website in accordance with the procedures set forth inSection 7.20(f). Notwithstanding the foregoing, none of the Trustee, the CollateralAdministrator or the Investment Manager shall have any obligation to engage in, or respond to,any inquiries or oral communications with or from any Rating Agency except to the extentexpressly provided in this Indenture or, in the case of the Collateral Administrator, in theCollateral Administration Agreement or, in the case of the Investment Manager, in theInvestment Management Agreement.

Any 17g-5 Information required to be provided to the Information Agent(d)under this Indenture or any other Transaction Document shall be sent to the Information Agentvia electronic mail at [email protected] (or via any alternative electronic mailaddress following notice to the Issuer, the Investment Manager, the Collateral Administrator andthe Trustee of such alternative electronic mail address), in each case specifying “Magnetite XVI,Limited” All such information to be posted must be provided to the Information Agent in anelectronic format readable and uploadable (e.g., that is not locked or corrupted). Neither theTrustee nor the Information Agent shall be liable for the acts or omissions of any other Personrelated to compliance with Rule 17g-5 and its procedures in accordance with and to the extent setforth in this Section 7.20. Questions regarding delivery of information to the Information Agentmay be directed to (800) 422-2066. All emails sent to the Information Agent pursuant to thisIndenture shall only contain the 17g-5 Information to be provided to the 17g-5 InformationWebsite and no other information, documents, requests or communications. Each email sent tothe Information Agent pursuant to this Indenture failing to be sent to the email address specifiedabove or failing to conform to the foregoing requirements of this paragraph shall be deemedincomplete and the Information Agent shall have no responsibility with respect thereto.

The Information Agent shall post any 17g-5 Information it receives in(e)accordance with the foregoing paragraph to the 17g-5 Information Website on the same BusinessDay of receipt of such information, provided that such information is received by 12:00 p.m.(New York time) or, if received after 12:00 p.m. (New York time), on the next Business Day.In the event the Information Agent encounters a problem when posting 17g-5 Information to the17g-5 Information Website, the Information Agent’s sole responsibility shall be to attempt topost such information and to notify the Issuer and the Investment Manager of any inability topost such information. The Information Agent’s posting is ministerial only and the InformationAgent shall have no obligation or duty to verify, confirm or otherwise determine whether the17g-5 Information being delivered is accurate, complete, conforms to the transaction, orotherwise is or is not anything other than what it purports to be. In the event that anyinformation is delivered or posted in error, the Information Agent may direct the 17g-5

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Information Website to remove it from the 17g-5 Information Website. None of the Trustee, theInvestment Manager, the Collateral Administrator and the Information Agent shall have obtainedor shall be deemed to have obtained actual knowledge of any information solely due to receiptand posting to the 17g-5 Information Website.

The Issuer will cause the Information Agent to provide access to the 17g-5(f)Information Website to the Rating Agencies, and to any NRSRO upon receipt by the Issuer andthe 17g-5 Information Website of an NRSRO Certification from such NRSRO (which may besubmitted electronically via the 17g-5 Information Website). The Information Agent mayrequire registration and the acceptance of a disclaimer.

The Information Agent shall not be liable for unauthorized disclosure of(g)any information that it disseminates in accordance with this Section 7.20 and makes norepresentations or warranties as to the accuracy or completeness of information provided to, ormade available on, the 17g-5 Information Website. The Information Agent shall not be liable forits failure to post 17g-5 Information to the 17g-5 Information Website unless such informationwas delivered to the Information Agent at the email address set forth in Section 7.20(d), with asubject heading of “Magnetite XVI, Limited–Rule 17g-5” and sufficient detail to indicate thatsuch information is required to be provided to the 17g-5 Information Website. The InformationAgent shall not be liable for any failure or delay of the 17g-5 Information Website to receive,make a request for confirmation, post or make available 17g-5 Information provided to it inaccordance with this Section 7.20. None of the Trustee, the Collateral Administrator, theInformation Agent or the Investment Manager shall be responsible for assuring that the 17g-5Information Website complies with the requirements of this Indenture, Rule 17g-5, or any otherlaw or regulation.

The Trustee and the Information Agent will not be responsible for creating(h)or maintaining the 17g-5 Website or assuring that the 17g-5 Information Website complies withthe requirements of this Indenture, Rule 17g-5 or any other law or regulation. In no event shallthe Trustee or the Information Agent be deemed to make any representation in respect of thecontent of the 17g-5 Information Website or compliance by the 17g-5 Information Website withthis Indenture, Rule 17g-5 or any other law or regulation. The Trustee will not be responsiblefor posting any information to the 17g-5 Information Website.

The Information Agent and the Trustee shall not be responsible or liable(i)for the dissemination of any identification numbers or passwords for the 17g-5 InformationWebsite, including by the Co-Issuers, the Rating Agencies, an NRSRO, any of their respectiveagents or any other party. Additionally, neither the Information Agent nor the Trustee shall beliable for the use of the information posted on the 17g-5 Information Website, whether by theCo-Issuers, the Rating Agencies, an NRSRO or any other third party that may gain access to the17g-5 Information Website or the information posted thereon.

Notwithstanding anything therein to the contrary, the maintenance by the(j)Trustee of the Trustee’s Website described in Article X shall not be deemed as compliance by oron behalf of the Issuer with Rule 17g-5 or any other law or regulation related thereto.

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For the avoidance of doubt, no reports of Independent accountants shall be(k)posted to the 17g-5 Information Website.

In accordance with SEC Release No. 34-72936, Form 15-E, only in its(l)complete and unedited form which includes the Accountants’ Effective Date Comparison AUPReport as an attachment, will be provided by the Independent accountants to the Issuer who willpost such Form 15-E on the 17g-5 Information Website.

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Supplemental Indentures without Consent of Holders of Notes. (a)Section 8.1Without the consent of the Holders of any Notes (except any consent required by clauses (x), (xviii), (xix) and (xx)as expressly noted below), the Co-Issuers, with the consent of theInvestment Manager, when authorized by Board Resolutions, at any time and from time to time,may, without an Opinion of Counsel being provided to the Co-Issuers or the Trustee as towhether or not any Class of Notes would be materially and adversely affected thereby (except inthe case of clause (xii) below), enter into one or more indentures supplemental hereto, in formsatisfactory to the Trustee, for any of the following purposes:

to evidence the succession of another Person to the Issuer or the Co-Issuer(i)and the assumption by any such successor Person of the covenants of the Issuer or theCo-Issuer herein and in the Notes;

to add to the covenants of the Co-Issuers or the Trustee for the benefit of(ii)the Secured Parties;

to convey, transfer, assign, mortgage or pledge any property that is(iii)permitted to be acquired by the Issuer under this Indenture to or with the Trustee or addto the conditions, limitations or restrictions on the authorized amount, terms and purposesof the issue, authentication and delivery of the Notes;

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

to correct or amplify the description of any property at any time subject to(v)the lien of this Indenture, or to better assure, convey and confirm unto the Trustee anyproperty 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 lawor regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien ofthis Indenture any additional property;

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to modify the restrictions on and procedures for resales and other transfers(vi)of Notes to reflect any changes in ERISA or other applicable law or regulation (or theinterpretation thereof) or to enable the Co-Issuers to rely upon any exemption fromregistration under the Securities Act or the Investment Company Act or to removerestrictions on resale and transfer to the extent not required thereunder;

to make such changes as shall be necessary or advisable in order for the(vii)Listed Notes to be or remain listed on an exchange, including the IrishCayman IslandsStock Exchange;

to correct any inconsistency or cure any ambiguity, omission or manifest(viii)errors in this Indenture or to conform the provisions of this Indenture to the OfferingCircular;

to take any action advisable, necessary or helpful to prevent the(ix)Co-Issuers, any Issuer Subsidiary or the Holders of any Class of Notes from becomingsubject to (or to otherwise minimize) withholding or other taxes, fees or assessments(including by complying with FATCA), or to prevent the Co-Issuers from being treatedas engaged in a U.S. trade or business or otherwise being subject to tax on a net incomebasis;

subject to the consent of a Majority of the Subordinated Notes, to make(x)such changes as shall be necessary (A) at any time during the Reinvestment Period, topermit the Co-Issuers to issue additional notes of any one or more new classes that arefully subordinated to the existing Secured Notes (or to the most junior class of securitiesof the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if anyclass of securities issued pursuant to this Indenture other than the Secured Notes and theSubordinated Notes is then Outstanding); provided that any such additional issuance ofsecurities shall be issued in accordance with this Indenture, including Section 2.12 andSection 3.2; (B) at any time during the Reinvestment Period, to permit the Co-Issuers toissue additional notes of any one or more existing Classes; provided that any suchadditional issuance of securities shall be issued in accordance with this Indenture,including Section 2.12 and Section 3.2; (C) to issue replacement securities in connectionwith a Refinancing in accordance with this Indenture; (D) to effect a Re-Pricing inaccordance with this Indenture, including Section 9.7; or (E) in connection with theissuance of additional notes, a Refinancing or a Re-Pricing, to make modifications thatare determined by the Investment Manager to be necessary or appropriate in order forsuch issuance of additional notes, Refinancing or Re-Pricing not to be subject to the U.S.Risk Retention Regulations; provided that no amendment or modification under thisclause (x) may modify the definitions of the terms “Redemption Price” or “Non-CallPeriod,” except as permitted under Sections 9.2(d), 9.2(f) and 9.7(a); provided, further,that any amendment to permit the issuance of additional Combination Notes shall requirethe consent of 100% of the Holders of the Combination Notes;

to evidence any waiver by any Rating Agency as to any requirement in(xi)this Indenture that such Rating Agency confirm (or to evidence any other elimination of

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any requirement in this Indenture that any Rating Agency confirm) that an action orinaction by the Issuer or any other Person will not result in a reduction or withdrawal ofits then-current rating of any Class of Secured Notes as a condition to such action orinaction;

to conform to ratings criteria and other guidelines (including any (xii)alternative methodology published by any of the Rating Agencies) relating to collateral debt obligations in general published by any of the Rating Agencies;

(xii) to enter into any additional agreements not expressly prohibited by(xiii)this Indenture as well as any amendment, modification or waiver if the Issuer determinesthat such additional agreement or amendment, modification or waiver would not, upon orafter becoming effective, materially and adversely affect the rights or interests of Holdersof any Class of Notes; provided that any such additional agreements include customarylimited recourse and non-petition provisions;

(xiii) to modify the procedures herein relating to compliance with Rule(xiv)17g-5 and/or Rule 17g-10;

(xiv) to amend, modify or otherwise accommodate changes to Section (xv)7.14 relating to the administrative procedures for reaffirmation of ratings on the Notes;

(xv) to change the name of the Issuer or the Co-Issuer in connection with(xvi)the change in name or identity of the Investment Manager or as otherwise requiredpursuant to a contractual obligation or to avoid the use of a trade name or trademark inrespect of which the Issuer or the Co-Issuer does not have a license, so long as priornotice of such change is provided to Moody’s;

(xvi) to accommodate the settlement of the Notes in book-entry form(xvii)through the facilities of DTC or otherwise;

(xvii) to change the Minimum Denomination of any Class of Notes;(xviii)provided that such reduction does not have an adverse effect on the trading or clearing ofthe Notes (including through any clearance or settlement system) or on the availability ofany resale exemption for the Notes under applicable securities laws;

(xviii) to modify or amend any component of the Asset Quality Matrix or(xix)the definitions related thereto, (i) with the written consent of a Majority of the Controlling Class and (ii) subject to the Moody’s Rating Condition being satisfied (ordeemed inapplicable as described in the definition of “Moody’s Rating Condition”);

(xix) with the written consent of a Majority of the Controlling Class, to(xx)effect a change that is necessary or advisable, as determined by the Investment Manager,in its sole discretion, to comply with the Volcker Rule applicable to the InvestmentManager, its affiliates or the Issuer, or reduce, eliminate or otherwise mitigate the impact,or applicability, of the Volcker Rule on the Investment Manager, its affiliates or theIssuer;

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(xx) with the consent of the Investment Manager, a Majority of the (xxi)Controlling Class and a Majority of the Subordinated Notes, to modify the ManagementFee, provided that the Senior Management Fee shall not be increased without the consentof the Holders of 100% of each Class of Notes;

(xxi) to make such modifications as shall be necessary or advisable to give(xxii)effect to an Optional Redemption from Refinancing Proceeds, a Partial Redemption byRefinancing or a Re-Pricing, in each case in accordance with the terms of this Indenture.

Supplemental Indentures with Consent of Holders of Notes.Section 8.2(a) With the consent of (1) the Investment Manager, (2) a Majority of each Class of SecuredNotes (other than the Combination Notes) materially and adversely affected thereby, if any, and(3) if the Subordinated Notes are materially and adversely affected thereby, a Majority of theSubordinated Notes, by Act of the Holders of such Majority of each Class of Secured Notesmaterially and adversely affected thereby and, if applicable, such Majority of the SubordinatedNotes, delivered to the Trustee and the Co-Issuers, the Trustee and the Co-Issuers may, subjectto the requirement provided below in Section 8.3 with respect to the ratings of each Class ofSecured Notes, execute one or more indentures supplemental hereto to add any provisions to, orchange in any manner or eliminate any of the provisions of, this Indenture or modify in anymanner the rights of the Holders of the Notes of any Class under this Indenture; provided thatnotwithstanding anything in this Indenture to the contrary, without the consent of each Holder ofeach Outstanding Note of each Class materially and adversely affected thereby, no suchsupplemental indenture shall:

except with respect to a Re-Pricing as provided in Section 9.7 and(i)excluding any supplemental indenture described in Section 8.1(a)(xxxxii), change theStated Maturity of the principal of or the due date of any installment of interest on anySecured Note, reduce the principal amount thereof or the rate of interest thereon or theRedemption Price with respect to any Note, or change the earliest date on which Notes ofany Class may be redeemed, change the provisions of this Indenture relating to theapplication of proceeds of any Assets to the payment of principal of or interest on theSecured Notes or distributions on the Subordinated Notes or change any place where, orthe coin or currency in which, Notes or the principal thereof or interest or anydistribution thereon is payable, or impair the right to institute suit for the enforcement ofany such payment on or after the Stated Maturity thereof (or, in the case of redemption,on or after the applicable Redemption Date);

reduce the percentage of the Aggregate Outstanding Amount of Holders of(ii)each Class whose consent is required for the authorization of any such supplementalindenture or for any waiver of compliance with certain provisions of this Indenture orcertain defaults hereunder or their consequences provided for in this Indenture;

except as otherwise permitted in this Indenture, impair or adversely affect(iii)the Assets;

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except as otherwise permitted by this Indenture, permit the creation of any(iv)lien ranking prior to or on a parity with the lien of this Indenture with respect to any partof the Assets or terminate such lien on any property at any time subject hereto or deprivethe Holder of any Secured Note of the security afforded by the lien of this Indenture;

reduce or increase the percentage of the Aggregate Outstanding Amount(v)of Holders of any Class of Secured Notes whose consent is required to request theTrustee to preserve the Assets or rescind the Trustee’s election to preserve the Assetspursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5;

modify any of the provisions of this Indenture with respect to entering into(vi)supplemental indentures, except to increase the percentage of Outstanding Notes theconsent of the Holders of which is required for any such action or to provide that certainother provisions of this Indenture cannot be modified or waived without the consent ofthe Holder of each Note Outstanding and affected thereby;

modify the definition of the term “Class”, the definition of the term(vii)“Controlling Class”, the definition of the term “Outstanding”, the definition of the term“Majority,” the definition of the term “Supermajority” or the Priority of Payments setforth in Section 11.1(a);

modify the restrictions on and procedures (A) for resales and other(viii)transfers of Notes (to the extent such modification is not allowed pursuant to Section 8.1(a)(vi)) or for exchanges of the Combination Notes for the underlying CombinationNote Components or (B) for exchanges of the Combination Notes for the underlyingCombination Note Components;

modify any provision of this Indenture relating to the institution of(ix)proceedings for certain events of bankruptcy, insolvency, receivership or reorganizationof the Co-Issuers or any limited recourse or non-petition provision;

modify any provision of this Indenture in such a manner that would result(x)in the imposition of a direct obligation on a holder of Notes to any third party;

modify any provision of this Indenture providing that holders of(xi)Combination Notes will have the payment, distribution, redemption, voting and consentrights of holders of the Class C-1 Notes and the Subordinated Notes; or

modify any of the provisions of this Indenture in such a manner as to(xii)affect the calculation of the amount of any payment of interest or principal on anySecured Note or the calculation of the amount of distributions payable to theSubordinated Notes, or to affect the rights of the Holders of any Secured Notes to thebenefit of any provisions for the redemption of such Secured Notes contained herein.

Execution of Supplemental Indentures. (a) The Trustee shall joinSection 8.3in the execution of any such supplemental indenture and to make any further appropriateagreements and stipulations which may be therein contained, but the Trustee shall not be

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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 requiredby law.

With respect to any supplemental indenture permitted by Section 8.1 or(b)Section 8.2 with respect to which a determination is required as to whether the modificationstherein would have a material and adverse effect on any Class, the Trustee and the Issuer shall beentitled to conclusively rely upon an Opinion of Counsel as to such determination and matters oflaw (which may be supported as to factual (including financial and capital markets) matters byany relevant certificates and other documents necessary or advisable in the judgment of counseldelivering such Opinion of Counsel) or, solely if the Investment Manager is BlackRockFinancial Management, Inc. or an Affiliate thereof, an Officer’s certificate of the InvestmentManager, as to whether or not (i) any Class of Secured Notes would be materially and adverselyaffected by a supplemental indenture and (ii) the Subordinated Notes would be materially andadversely affected by a supplemental indenture. Such determination shall be conclusive andbinding on all present and future Holders. In executing or accepting the additional trusts createdby any supplemental indenture permitted by this Article VIII or the modifications thereby of thetrusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that theexecution of such supplemental indenture is authorized and permitted by this Indenture and thatall conditions precedent thereto have been satisfied. The Trustee shall not be liable for anyreliance made in good faith upon such an Opinion of Counsel or an Officer’s certificate of theInvestment Manager, delivered to the Trustee as described herein. Such determination shall beconclusive and binding on all present and future holders.

Notwithstanding any other provision in Sections 8.1 and 8.2, (x) with(c)respect to any proposed supplemental indenture other than a supplemental indenture (i) toprovide for the issuance of additional Subordinated Notes only or (ii) described in Sections 8.1(a)(x)(C)-(E) or 8.1(a)(xxxxii), if a Majority of the Controlling Class has provided writtennotice to the Trustee within 10 Business Days after delivery of the initial distribution of suchproposed supplemental indenture that the Majority of the Controlling Class objects to any suchproposed supplemental indenture, the Trustee and the Co-Issuers will not enter into suchsupplemental indenture and (y) any supplemental indenture described in Section 8.2(a)(viii)(B)or 8.2(a)(xi) shall require the consent of each Holder of the Combination Notes.

Notwithstanding anything to the contrary herein, no supplemental(d)indenture (other than with respect to modifications to correct or supplement any inconsistent ordefective provisions or to cure any ambiguity, omission or error in this Indenture or otherwisepermitted pursuant to Section 8.1(viii)) that modifies (1) the Collateral Quality Test or any of itscomponent tests or (2) any term identified herein utilized in the determination of the CollateralQuality Test or any of its component tests may become effective without (A) the consent of aMajority of the Controlling Class and (B) satisfaction of the Moody’s Rating Condition (unlessthe Moody’s Rating Condition is deemed inapplicable as described in the definition of “Moody’sRating Condition”).

For so long as any Notes are listed on the IrishCayman Islands Stock(e)Exchange and the guidelines of such exchange shall so require, the Issuer shall notify the

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IrishCayman Islands Stock Exchange of any material modification of this Indenture. At the costof the Co-Issuers, for so long as any Notes shall remain Outstanding, not later than 15 BusinessDays prior to the execution of any proposed supplemental indenture pursuant to Section 8.1 orSection 8.2, the Trustee shall deliver to the Investment Manager, the Collateral Administrator,the Rating Agencies and the Noteholders a notice attaching a copy of such supplementalindenture 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 indentureother than to correct typographical errors or to adjust formatting or to make any other immaterialchange (such materiality to be certified by the Investment Manager), then at the cost of theCo-Issuers, for so long as any Notes remain Outstanding, not later than two Business Days priorto the execution of such proposed supplemental indenture (provided that the execution of suchproposed supplemental indenture shall not in any case occur earlier than the date 15 BusinessDays after the initial distribution of such proposed supplemental indenture pursuant to thesecond sentence of this Section 8.3(d)), the Trustee shall deliver to the Investment Manager, theCollateral Administrator, the Rating Agencies and the Noteholders a copy of such supplementalindenture as revised, indicating the changes that were made. At the cost of the Co-Issuers, theTrustee shall provide to the Holders (in the manner described in Section 14.4) and the RatingAgencies a copy of the executed supplemental indenture after its execution. Any failure of theTrustee to publish or deliver such notice, or any defect therein, shall not in any way impair oraffect the validity of any such supplemental indenture.

In the case of a supplemental indenture pursuant to Section 8.1(a)(x)(C) –(f)(E) or Section 8.1(a)(xxxxii), the foregoing notice periods shall not apply and a copy of theproposed supplemental indenture shall be included in, in the case of a Re-Pricing, the notice ofRe-Pricing delivered to each holder of the Re-Priced Class (with a copy to the InvestmentManager) described in Section 9.7(d) and, in the case of a Refinancing, the notice of OptionalRedemption given to each Rating Agency and each holder of Notes under Section 9.4(a); and,upon execution of the supplemental indenture, a copy thereof shall be delivered to each RatingAgency and each holder of Notes.

No modification of this Indenture shall be effected pursuant to Section 8.2(g)that materially and adversely affects any Combination Note (other than any modification thataffects such Combination Note solely by affecting the Class C-1 Notes or the SubordinatedNotes comprising any Combination Note Component) without the consent of the Holders of atleast the requisite percentage of Combination Notes so materially and adversely affected. Withrespect to any other modification of this Indenture effected, Holders of Combination Notes shallbe entitled to vote only to the extent of the (i) Class C-1 Notes comprising the Class C-1 NoteComponent if the Class C-1 Notes are otherwise entitled to vote with respect to such proposedmodification or (ii) Subordinated Notes comprising the Subordinated Note Component if theSubordinated Notes are otherwise entitled to vote with respect to such proposed modification.

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

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The Investment Manager shall not be bound to follow any amendment or(i)supplement to this Indenture unless it has received written notice of such supplement and a copyof such supplement from the Issuer or the Trustee; provided that the Investment Manager shallnot be bound by any supplement or modification to this Indenture that adversely affects theInvestment Manager (including, without limitation, any amendment or supplement which would(i) increase the duties or liabilities of, reduce or eliminate any right or privilege of (including as aresult of an effect on the amount or priority of any fees or other amounts payable to theInvestment Manager), or adversely change the economic consequences to, the InvestmentManager, (ii) modify the restrictions on the Sales of Collateral Obligations or (iii) expand orrestrict the Investment Manager’s discretion) unless the Investment Manager shall haveconsented in advance thereto in writing. The Issuer agrees that it will not permit any amendmentor supplement to this Indenture that adversely affects the obligations or rights of the InvestmentManager or imposes greater duties on the Investment Manager unless the Investment Managerhas been given at least 15 Business Days’ prior written notice of such proposed amendment andhas consented thereto in writing. No amendment to this Indenture will be effective against theCollateral Administrator if such amendment would adversely affect the Collateral Administrator,including, without limitation, any amendment or supplement that would increase the duties orliabilities of, or adversely change the economic consequences to, the Collateral Administrator,unless the Collateral Administrator otherwise consents in writing.

Notwithstanding anything to the contrary herein, no supplemental(j)indenture, or other modification or amendment of this Indenture pursuant to Section 8.1 orSection 8.2 may become effective without the consent of each Holder of each Outstanding Noteof each Class unless such supplemental indenture or other modification or amendment wouldnot, in the reasonable judgment of the Issuer in consultation with tax counsel of nationallyrecognized standing experienced in such matters, as certified by the Issuer to the Trustee (uponwhich certification the Trustee may conclusively rely), (i) result in the Issuer becoming subjectto U.S. federal income taxation with respect to its net income, (ii) result in the Issuer beingtreated as engaged in a trade or business within the United States, or (iii) have a material adverseeffect on the tax treatment of the Issuer or the tax consequences to the Holders of any Class ofNotes Outstanding at the time of such supplemental indenture or other modification oramendment, as described in the Offering Circular under the heading “Certain U.S. FederalIncome Tax Considerations”.

Effect of Supplemental Indentures. Upon the execution of anySection 8.4supplemental indenture under this Article VIII, this Indenture shall be modified in accordancetherewith, 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 shallbe bound thereby.

Reference in Notes to Supplemental Indentures. NotesSection 8.5authenticated and delivered, including as part of a transfer, exchange or replacement pursuant toArticle II of Notes originally issued hereunder, after the execution of any supplemental indenturepursuant to this Article VIII may, and if required by the Issuer shall, bear a notice in formapproved by the Trustee as to any matter provided for in such supplemental indenture. If theApplicable Issuers shall so determine, new Notes, so modified as to conform in the opinion of

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the Trustee and the Co-Issuers to any such supplemental indenture, may be prepared andexecuted by the Applicable Issuers and authenticated and delivered by the Trustee in exchangefor Outstanding Notes.

Regulatory Compliance. Notwithstanding anything to the contrarySection 8.6in this Indenture, to the extent required by the Issuer, the Issuer may, upon notice to the Trustee,impose additional restrictions on Subordinated Notes held by Knowledgeable Employees withrespect to the Issuer or the Investment Manager to comply with legislative and regulatorydevelopments, including, but not limited to the “Volcker Rule” contained in the Dodd-FrankWall Street Reform and Consumer Protection Act and other similar laws or regulations,including compelled disposition of Subordinated Notes (or an interest therein) by a Holder orbeneficial owner that is a Knowledgeable Employee with respect to the Issuer or the InvestmentManager.

Modification of Certain Moody’s Definitions. NotwithstandingSection 8.7anything to the contrary in this Indenture, at the discretion of the Investment Manager, thedefinitions of “Diversity Score”, “Moody’s Default Probability Rating”, “Moody’s DerivedRating”, “Moody’s Rating” and “Moody’s Rating Factor” may be modified, including anyschedule, calculation or related definition referenced therein (without the need of a supplementalindenture), upon certification by the Investment Manager that such modification is consistentwith Moody’s current published methodology and delivery of such modification in writing to theIssuer, the Trustee (who shall notify the Holders of such modification), Moody’s and theCollateral Administrator, in each case so long as a Majority of the Controlling Class has not objected thereto within 10 Business Days of notice thereof.

Hedge Agreements. If any supplemental indenture permits theSection 8.8Issuer to enter into a hedge, swap or derivative transaction (each a “hedge agreement”), theCo-Issuers and the Trustee shall not enter into such supplemental indenture unless suchsupplemental indenture requires that, before entering into any such hedge agreement, thefollowing conditions must be satisfied: (a) the Issuer receives written advice of nationalrecognized counsel that either (1) the Issuer entering into such hedge agreement will not cause itto be considered a “commodity pool” as defined in Section 1a(10) of the Commodity ExchangeAct, as amended or (2) if the Issuer would be a commodity pool, (i) the Investment Manager, andno other party, would be the “commodity pool operator” and “commodity trading advisor”, and(ii) with respect to the Issuer as the commodity pool, the Investment Manager is eligible for anexemption from registration as a commodity pool operator and commodity trading adviser withrespect to the Issuer and all conditions precedent to obtaining such an exemption have beensatisfied; (b) the Investment Manager agrees in writing that, for so long as the Issuer is acommodity pool, the Investment Manager will take all action necessary to ensure ongoingcompliance with the applicable exemption from registration as a commodity pool operator andcommodity trading adviser with respect to the Issuer, and any other actions required as acommodity pool operator and commodity trading adviser with respect to the Issuer; (c) the Issuerreceives an Opinion of Counsel that the Issuer entering into such hedge agreement will not, inand of itself, cause the Issuer to become a “covered fund” under the Volcker Rule; (d)(i) theMoody’s Rating Condition has been satisfied with respect to the Issuer’s entry into such hedgeagreement and (ii) Fitch and Moody’s receive notice of the terms of such hedge agreement and acopy of such hedge agreement is sent to Fitch and Moody’s promptly after execution thereof;

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and (e) such hedge agreement is an interest rate or foreign exchange derivative and the terms ofsuch derivative relate to the loans and reduce the interest rate or foreign exchange risks related tothe loans.

Re-Pricing Amendment. For the avoidance of doubt, theSection 8.9Co-Issuers and the Trustee may, without regard for the provisions of this Article VIII (other thanin respect of the Opinion of Counsel required to be delivered to the Trustee under Section 8.3(b)), enter into a supplemental indenture pursuant to Section 9.7(d), in the case of the FloatingRate Notes, solely to modify the spread over LIBOR applicable to the Re-Priced Class (orprovide for a fixed rate of interest with respect to such Re-Priced Class) or, in the case of theFixed Rate Notes, solely to modify the fixed rate of interest (or provide for a spread overLIBOR) and, if applicable, extend the end of the Non-Call Period.

ARTICLE IX

REDEMPTION OF NOTES

Mandatory Redemption. If a Coverage Test is not met on anySection 9.1Determination Date on which such Coverage Test is applicable, the Issuer shall apply availableamounts in the Payment Account pursuant to the Priority of Payments (with no make-wholeamount or premium applicable in respect of such repayment) on the related Payment Date tomake payments in accordance with the Note Payment Sequence to the extent necessary toachieve compliance with such Coverage Test.

Optional Redemption. (a) The Secured Notes shall be redeemedSection 9.2by the Applicable Issuers on any Business Day after the Non-Call Period, at the written directionof a Majority of the Subordinated Notes and the Investment Manager, as follows: based uponsuch written direction (delivered to the Issuer, the Investment Manager and the Trustee), (i) theSecured Notes shall be redeemed in whole (with respect to all Classes of Secured Notes) but notin part from Sale Proceeds and/or Refinancing Proceeds or (ii) the Secured Notes shall beredeemed in part by Class from Refinancing Proceeds, Partial Refinancing Interest Proceeds (solong as any Class of Secured Notes to be redeemed represents not less than the entire Class ofsuch Secured Notes). Additionally, the Secured Notes will be redeemable in whole (with respectto all Classes of Secured Notes) but not in part from Sale Proceeds on any Business Day after theNon-Call Period at the written direction of the Investment Manager (in its sole discretion) if theCollateral Principal Amount is less than 10% of the Target Initial Par Amount. In connectionwith any such redemption, the Secured Notes shall be redeemed at the applicable RedemptionPrices. To effect an Optional Redemption, a Majority of the Subordinated Notes and theInvestment Manager must provide the above described written direction to the Issuer and theTrustee not later than 3020 days prior to the Redemption Date on which such redemption is to bemade; provided that all Secured Notes to be redeemed must be redeemed simultaneously.

Upon receipt of a notice of redemption of the Secured Notes in whole but(b)not in part pursuant to Section 9.2(a) (subject to Section 9.2(d) and Section 9.2(e) with respect toa redemption from proceeds that include Refinancing Proceeds), the Investment Manager (in itssole discretion) shall direct the sale (and the manner thereof) of all or part of the CollateralObligations and other Assets in an amount sufficient that the proceeds from such sale and all

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other funds available for such purpose in the Collection Account and the Payment Account willbe at least sufficient to pay the Redemption Prices of the Secured Notes to be redeemed and topay all Administrative Expenses (regardless of the Administrative Expense Cap) and all otheramounts (other than any Subordinated Management Fee) that, pursuant to the Priority ofPayments, are required to be paid prior to any distribution to the Holders of the SubordinatedNotes. If such proceeds of such sale and all other funds available for such purpose in theCollection Account and the Payment Account would not be sufficient to redeem all SecuredNotes and to pay such fees and expenses, the Secured Notes may not be redeemed. TheInvestment Manager, in its sole discretion, may effect the sale of all or any part of the CollateralObligations or other Assets through the direct sale of such Collateral Obligations or other Assetsor by participation or other arrangement.

The Subordinated Notes may be redeemed, in whole but not in part, on(c)any Business Day on or after the redemption or repayment in full of the Secured Notes, at thedirection of a Majority of the Subordinated Notes or the Investment Manager (in its solediscretion).

In addition to (or in lieu of) a sale of Collateral Obligations and/or Eligible(d)Investments in the manner provided in Section 9.2(b), the Secured Notes may, after the Non-CallPeriod, be redeemed in whole from Refinancing Proceeds or in part by Class from RefinancingProceeds and/or Partial Refinancing Interest Proceeds as provided in Section 9.2(a) by aRefinancing; provided that the terms of such Refinancing and any financial institutions acting aslenders thereunder or purchasers thereof must be acceptable to the Investment Manager and aMajority of the Subordinated Notes and such Refinancing otherwise satisfies the conditionsdescribed below. In connection with a Partial Redemption by Refinancing, a Majority of theSubordinated Notes may, with the written consent of the Investment Manager (exercised in itssole discretion), direct that (i) this Indenture be amended to provide that a subsequent PartialRedemption by Refinancing on any date after the related Redemption Date will not be permittedand/or (ii) the end of the Non-Call Period for any Class of Secured Notes be extended to a dateafter the related Redemption Date.

In the case of a Refinancing upon a redemption of the Secured Notes in(e)whole but not in part pursuant to Section 9.2(d), such Refinancing will be effective only if (i) theRefinancing Proceeds and/or all Sale Proceeds from the sale of Collateral Obligations andEligible Investments in accordance with the procedures set forth herein, the amount of InterestProceeds on deposit in the Interest Collection Subaccount and all other available funds(including, without limitation, any amounts on deposit in, or to be deposited into, theSupplemental Reserve Account that are designated to pay fees, costs, charges and expenses dueand payable in connection with such Refinancing) will be at least sufficient to redeemsimultaneously the Secured Notes, in whole but not in part, and to pay the other amountsincluded in the aggregate Redemption Prices and all accrued and unpaid AdministrativeExpenses (regardless of the Administrative Expense Cap), including the reasonable fees, costs,charges and expenses due and payable by the Co-Issuers, the Trustee and the CollateralAdministrator (including reasonable attorneys’ fees and expenses) in connection with suchRefinancing, and all other amounts (other than any Subordinated Management Fee) that,pursuant to the Priority of Payments, are required to be paid prior to any distributions to theHolders of the Subordinated Notes, (ii) the Sale Proceeds, Refinancing Proceeds and all other

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available funds are used (to the extent necessary) to make such redemption, (iii) the agreementsrelating to the Refinancing contain limited recourse and non-petition provisions equivalent(mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i), and (iv) notice isprovided to Fitch and Moody’s. To the extent funds allocated for the payment of expensesincurred in a Refinancing are not used at the closing of the Refinancing as a result of suchpayments not yet being due, at the direction of the Investment Manager, such funds may bedeposited in the Expense Reserve Account until expense payments become due.

In the case of a Partial Redemption by Refinancing pursuant to Section (f)9.2(d), such Refinancing will be effective only if: (i) on the day of such Refinancing, the sum of(A) the Refinancing Proceeds, Partial Refinancing Interest Proceeds, (B) the amount on depositin the Expense Reserve Account, (C) Interest Proceeds, so long as, after giving effect to suchpayment, there is expected to be sufficient Interest Proceeds available on the succeedingPayment Date to pay in full all amounts required to be paid pursuant to Section 11.1(a)(i) prior todistributions to the Subordinated Notes and (D) any amounts on deposit in, or to be depositedinto, the Supplemental Reserve Account that are designated to pay fees, costs, charges andexpenses due and payable in connection with such Refinancing, shall be at least sufficient to pay(1) on the applicable Redemption Date, the sum of the Redemption Prices plus (2) on or prior tothe second Payment Date immediately following such Redemption Date, any reasonable fees,costs, charges and expenses due and payable in connection with such Refinancing, (ii) theRefinancing Proceeds and/or Partial Refinancing Interest Proceeds are used (to the extentnecessary) to make such redemption, (iii) the agreements relating to the Refinancing containlimited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained inSection 13.1(d) and Section 2.7(i), (iv) the aggregate principal amount of any obligationsproviding the Refinancing is equal to the Aggregate Outstanding Amount of the Secured Notesbeing redeemed with the proceeds of such obligations, (v) the stated maturity of each class ofobligations providing the Refinancing is equal to the corresponding Stated Maturity of eachClass of Secured Notes being refinanced, (vi) the weighted average interest rate (based on theAggregate Principal Balance of each class of obligations providing the Refinancing) of anyobligations providing the Refinancing will not be greater than the weighted average interest rate(based on the Aggregate Outstanding Amount of each Class of Secured Notes subject to theRefinancing) of the Secured Notes subject to such Refinancing (in each case, at the time of theRefinancing); provided that, solely in the case of a Partial Redemption by Refinancing of morethan one Class of Secured Notes, where for at least one obligation providing the refinancing theinterest rate is greater than the interest rate of the Class of Secured Notes that is being refinancedby such obligation, the Global Rating Agency Condition is satisfied prior to such refinancing;provided, further, that, for the avoidance of doubt, (x) any Class of Secured Notes with a fixedrate may be refinanced at a floating rate and (y) any Class of Secured Notes with a floating ratemay be refinanced at a fixed rate, so long as, in each case, the Global Rating Agency Conditionis satisfied prior to such refinancing, (vii) the obligations providing the Refinancing are subjectto the Priority of Payments and do not rank higher in priority pursuant to the Priority ofPayments than the Class of Secured Notes being refinanced, (viii) the voting rights, consentrights, redemption rights and all other rights of the obligations providing the Refinancing arematerially the same as the rights of the corresponding Class of Secured Notes being refinanced(except that (A) the end date of the Non-Call Period with respect to any Class of Notes may beextended to a date after the related Redemption Date, and (B) Partial Redemptions byRefinancing may not be permitted after the related Redemption Date), (ix) notice is provided to

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Fitch and Moody’s and (x) the Investment Manager determines and certifies to the Trustee andthe Issuer that (A) all conditions precedent to such Refinancing have been satisfied, and (B) theInvestment Manager reasonably believes that after the payment, in full, of the fees, costs,charges and expenses due and payable in connection with such Refinancing pursuant to clause (i)(D)(2) above, the Issuer shall have sufficient Interest Proceeds to pay all accrued and unpaidinterest (including defaulted interest) on the Class A Notes and the Class B Notes on or prior tothe second Payment Date immediately following such Redemption Date in accordance withSection 11.1(a).

The Holders of the Notes will not have any cause of action against any of(g)the Co-Issuers, the Investment Manager, the Collateral Administrator or the Trustee for anyfailure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specifiedabove as certified by the Investment Manager, the Issuer, the Co-Issuer and the Trustee (at thedirection of the Issuer) shall amend this Indenture to the extent necessary to reflect the terms ofthe Refinancing and no further consent for such amendments shall be required from the Holdersof Notes other than Holders of the Subordinated Notes directing the redemption (if any). TheTrustee shall not be obligated to enter into any amendment that, in its view, adversely affects itsduties, obligations, liabilities or protections hereunder, and the Trustee shall be entitled toreceive and conclusively rely upon an Officer’s certificate and/or Opinion of Counsel as tomatters of law (which may be supported as to factual (including financial and capital markets)matters by any relevant certificates and other documents necessary or advisable in the judgmentof counsel delivering such opinion of counsel) provided by the Issuer (or the InvestmentManager) to the effect that such amendment meets the requirements specified above, an Opinionof Counsel that such amendment is authorized and permitted under this Indenture (except thatsuch Officer or counsel shall have no obligation to certify or opine as to the sufficiency of theRefinancing Proceeds and/or Partial Refinancing Interest Proceeds) and satisfies all conditionsprecedent thereto.

In the event of any redemption pursuant to this Section 9.2, the Issuer(h)shall, at least 15 Business Days prior to the Redemption Date, notify the Trustee in writing ofsuch Redemption Date, the applicable Record Date, the principal amount of Notes to beredeemed on such Redemption Date and the applicable Redemption Prices.

The Combination Notes shall be redeemed to the extent of the redemption(i)of the Class C-1 Notes comprising the Class C-1 Note Component and/or the SubordinatedNotes comprising the Subordinated Note Component to the extent provided in, and pursuant to,Section 2.15(c). For the avoidance of doubt, in the event of a redemption of the Class C-1 Notescomprising the Class C-1 Note Component and/or the Subordinated Notes comprising theSubordinated Note Component from Refinancing Proceeds, the Combination Note RatedBalance will be paid down and such redeemed Combination Note Component(s) will not bereconstituted with the applicable Refinancing replacement notes.

If a Refinancing of all Classes of Notes occurs (including, for the (j)avoidance of doubt, the Refinancing effected on the Refinancing Date), the Investment Manager may designate Principal Proceeds in an amount up to the Excess Par Amount as Interest Proceeds (such designated amount, the “Designated Excess Par”) and direct the Trustee to apply such Designated Excess Par on the applicable Redemption Date as Interest Proceeds in

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accordance with the Priority of Payments. “Excess Par Amount” means the amount, as of any date of determination, equal to the greater of (a) zero and (b)(i) the Aggregate Principal Balance of the Collateral Portfolio less (ii) the Reinvestment Target Par Balance.

Tax Redemption. (a) The Notes shall be redeemed in whole butSection 9.3not in part (any such redemption, a “Tax Redemption”) at the written direction (delivered to theIssuer, Investment Manager and Trustee) of (x) a Majority of any Affected Class or (y) aMajority of the Subordinated Notes, in either case following the occurrence and continuation ofa Tax Event.

Upon its receipt of such written direction directing a Tax Redemption, the(b)Trustee shall promptly notify the Investment Manager, the Holders and each Rating Agencythereof.

If an Officer of the Investment Manager obtains actual knowledge of the(c)occurrence of a Tax Event, the Investment Manager shall promptly notify the Issuer, theCollateral Administrator and the Trustee thereof, and upon receipt of such notice the Trusteeshall promptly notify the Holders of the Notes and each Rating Agency thereof.

Redemption Procedures. (a) In the event of any redemptionSection 9.4pursuant to Section 9.2, the written direction of the Holders of the Subordinated Notes and theInvestment Manager required thereby, shall be provided to the Issuer and the Trustee not laterthan 3020 days prior to the Business Day on which such redemption is to be made (which dateshall be designated in such notice). In the event of any redemption pursuant to Section 9.3, thewritten direction of (x) a Majority of any Affected Class or (y) a Majority of the SubordinatedNotes required thereby shall be provided to the Issuer, the Trustee and the Investment Managernot later than 12 Business Days prior to the Business Day on which such redemption is to bemade (which date shall be designated in such notice). In the event of any redemption pursuant toSection 9.2 or Section 9.3, a notice of redemption shall be given by first class mail, postageprepaid, mailed not later than nine Business Days prior to the applicable Redemption Date, toeach Holder of Notes, at such Holder’s address in the Register, and each Rating Agency. Solong as any Notes are listed on the IrishCayman Islands Stock Exchange and so long as theguidelines of such exchange so require, notice of redemption pursuant to Section 9.2 or Section 9.3 shall also be given to the Holders thereof by publication on the IrishCayman Islands StockExchange.

All notices of redemption delivered pursuant to Section 9.4(a) shall state:(b)

the applicable Redemption Date;(i)

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

that all of the Secured Notes to be redeemed are to be redeemed in full and(iii)that interest on such Secured Notes shall cease to accrue on the Payment Date specifiedin the notice;

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the place or places where Notes are to be surrendered for payment of the(iv)Redemption Prices, which shall be the office or agency of the Co-Issuers to bemaintained as provided in Section 7.2; and

if all Secured Notes are being redeemed, whether the Subordinated Notes(v)are to be redeemed in full on such Redemption Date and, if so, the place or places wherethe Subordinated Notes are to be surrendered for payment of the Redemption Prices,which shall be the office or agency of the Co-Issuers to be maintained as provided inSection 7.2.

The Co-Issuers may withdraw any such notice of redemption delivered pursuantto Section 9.2 or Section 9.3 on any day up to and including the Business Day prior to theproposed Redemption Date if: (x) the Investment Manager has certified by written notice (whichmay be via email) to the Trustee that the Investment Manager will be unable to deliver theagreements or certifications described in Section 9.4(c), (y) at the written direction of (1) in thecase of a redemption pursuant to Section 9.2, a Majority of the Subordinated Notes and theInvestment Manager or (2) in the case of a redemption pursuant to Section 9.3, a Majority ofeach Class of Notes that directed such redemption or (z) at the written direction of the Issuer orthe Investment Manager, if there exists an operational risk or a material market disruption that,in either case, the Issuer (or the Investment Manager on its behalf) reasonably expects will resultin the Issuer not having sufficient proceeds from the Assets to redeem the Secured Notes in full.Any withdrawal of such notice of a redemption pursuant to Section 9.2 or Section 9.3 shall bemade by written notice to the Trustee, Fitch and (in the case of a withdrawal pursuant to clause (y) above), the Investment Manager. Upon receipt of such notice of withdrawal, the Trusteeshall deliver such notice to the Holders of the Notes. If the Co-Issuers so withdraw any notice ofa redemption pursuant to Section 9.2 or Section 9.3 or are otherwise unable to complete aredemption of the Notes pursuant to Section 9.2 or Section 9.3, the proceeds received from thesale of any Collateral Obligations and other Assets sold in contemplation of such redemptionmay during the Reinvestment Period, at the Investment Manager’s sole discretion, be reinvestedin accordance with the Investment Criteria described herein.

Notice of redemption pursuant to Section 9.2 or Section 9.3 shall be given by theCo-Issuers or, upon an Issuer Order, by the Trustee in the name and at the expense of theCo-Issuers. Failure to give notice of redemption, or any defect therein, to any Holder of anyNote selected for redemption shall not impair or affect the validity of the redemption of anyother Notes. Failure to effect any Optional Redemption relating to a Refinancing will notconstitute an Event of Default.

If Sale Proceeds are being used to redeem the Secured Notes in whole or(c)in part, in the event of any redemption pursuant to Section 9.2 or Section 9.3, no Secured Notesmay be optionally redeemed unless (i) at least two Business Days before the scheduledRedemption Date the Investment Manager shall have furnished to the Trustee certification (uponwhich the Trustee may conclusively rely) to the effect that the Investment Manager on behalf ofthe Issuer has entered into a binding agreement or agreements with a financial or other institutionor institutions whose short-term unsecured debt obligations (other than such obligations whoserating is based on the credit of a person other than such institution) are rated or guaranteed by a

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Person whose short-term unsecured debt obligations are rated at least “F1” by Fitch and at least“P-1” by Moody’s to purchase (which purchase may be through a participation), not later thanthe Business Day immediately preceding the scheduled Redemption Date in immediatelyavailable funds, all or part of the Collateral Obligations and/or any Eligible Investments at apurchase price at least equal to an amount sufficient, together with cash on deposit in any of theAccounts and the Eligible Investments maturing, redeemable (or putable to the issuer thereof atpar) on or prior to the scheduled Redemption Date, to pay the aggregate Redemption Price of theOutstanding Secured Notes and all Administrative Expenses and other fees and expenses payablein accordance with the Priority of Payments prior to any distributions with respect to theSubordinated Notes or (ii) prior to selling any Collateral Obligations and/or EligibleInvestments, the Investment Manager shall have furnished to the Trustee certification (uponwhich the Trustee may conclusively rely) that, in its judgment, the aggregate sum of (1) cash ondeposit in any of the Accounts and the expected proceeds from the sale or payment of EligibleInvestments, and (2) for each Collateral Obligation, the product of its Principal Balance and itsMarket Value (expressed as a percentage of the par amount of each Collateral Obligation) and its Applicable Advance Rate, shall exceed the sum of (A) the aggregate Redemption Prices (or inthe case of any Class of Secured Notes, such other amount that the Holders of such Class haveelected to receive, in the case of a Tax Redemption where Holders of such Class have elected toreceive less than 100% of the Redemption Price that would otherwise be payable to the Holdersof such Class) of the Outstanding Secured Notes and (B) all Administrative Expenses (regardlessof the Administrative Expense Cap) payable under the Priority of Payments and all otheramounts (other than any Subordinated Management Fee) that, pursuant to the Priority ofPayments, are required to be paid prior to any distributions to the Holders of the SubordinatedNotes. Any certification delivered by the Investment Manager pursuant to this Section 9.4(c)shall include (I) the prices of, and expected proceeds from, the sale (directly or by participationor other arrangement) of any Collateral Obligations and/or Eligible Investments and (II) allcalculations required by this Section 9.4(c). Any Holder of Notes, the Investment Manager orany of the Investment Manager’s Affiliates shall have the right, subject to the same terms andconditions afforded to other bidders, to bid on Assets to be sold as part of an OptionalRedemption or a Tax Redemption.

Notes Payable on Redemption Date. (a) Notice of redemptionSection 9.5pursuant to Section 9.4 having been given as aforesaid, the Notes to be redeemed shall, on theRedemption Date, subject to Section 9.4(c) and the Co-Issuers’ right to withdraw any notice ofredemption pursuant to Section 9.4(b), become due and payable at the Redemption Prices thereinspecified, and from and after the Redemption Date (unless the Issuer shall default in the paymentof the Redemption Prices and accrued interest) all such Notes that are Secured Notes shall ceaseto bear interest on the Redemption Date. Upon final payment on an Note to be so redeemed, theHolder shall present and surrender such Note at the place specified in the notice of redemptionon or prior to such Redemption Date; provided that in the absence of notice to the ApplicableIssuers or the Trustee that the applicable Note has been acquired by a protected purchaser, suchfinal payment shall be made without presentation or surrender, if the Trustee and the ApplicableIssuers shall have been furnished such security or indemnity as may be required by them to saveeach of them harmless and an undertaking thereafter to surrender such certificate. Payments ofinterest on Secured Notes and payments in respect of Subordinated Notes so to be redeemedwhich are payable on or prior to the Redemption Date shall be payable to the Holders of suchSecured Notes or Subordinated Notes, or one or more predecessor Notes, registered as such at

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the close of business on the relevant Record Date according to the terms and provisions ofSection 2.7(e).

If any Secured Note called for redemption shall not be paid upon(b)surrender thereof for redemption, the principal thereof shall, until paid, bear interest from theRedemption Date at the applicable Interest Rate for each successive Interest Accrual Period suchNote remains Outstanding; provided that the reason for such non-payment is not the fault of suchNoteholder.

Special Redemption. The Secured Notes will be subject toSection 9.6redemption, in whole or in part, by the Applicable Issuers on any Payment Date (i) during theReinvestment Period, if the Investment Manager notifies the Trustee in writing at least fiveBusiness Days prior to the applicable Special Redemption Date that it has been unable, for aperiod of at least 20 consecutive Business Days, to identify additional Collateral Obligations thatare deemed appropriate by the Investment Manager and which would satisfy the InvestmentCriteria in sufficient amounts to permit the investment or reinvestment of all or a portion of thefunds then in the Collection Account that are to be invested in additional Collateral Obligationsand the Investment Manager elects to designate a portion of those funds as a Special RedemptionAmount or (ii) after the Effective Date, if the Investment Manager notifies the Trustee and Fitchin writing that a redemption is being made pursuant to Section 7.18 in order to cause Moody’s toprovide written confirmation (which may take the form of a press release or other writtencommunication) of its Initial Ratings of the Secured Notes pursuant to Section 7.18(d) (a“Special Redemption”). Any such notice in the case of clause (i) above shall be based upon theInvestment Manager having attempted, in accordance with the standard of care set forth in theInvestment Management Agreement, to identify additional Collateral Obligations as describedabove. On the first Payment Date (and all subsequent Payment Dates) following the CollectionPeriod in which such notice is given (a “Special Redemption Date”), the amount in theCollection Account representing (1) in the case of a Special Redemption during theReinvestment Period, Principal Proceeds which the Investment Manager has determined (in itssole discretion) cannot be reinvested in additional Collateral Obligations and has elected todesignate as a Special Redemption Amount or (2) in the case of a Special Redemption inconnection with the Effective Date, all Interest Proceeds and all other Principal Proceedsallocated by the Investment Manager to make a Special Redemption in accordance with thePriority of Payments on each Payment Date until the Issuer obtains confirmation from Moody’sof its initial ratings of the Secured Notes, will in each case be applied in accordance with thePriority of Payments (each, a “Special Redemption Amount”). In the case of clause (2)immediately above, such amounts will be used for application in accordance with the NotePayment Sequence in an amount sufficient to cause Moody’s to provide written confirmation(which may take the form of a press release or other written communication) of its Initial Ratingsof the Secured Notes pursuant to Section 7.18(d). Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (1) in the case of a Special Redemption describedin clause (i) above, three Business Days prior to the applicable Special Redemption Date and (2)in the case of a Special Redemption described in clause (ii) above, one Business Day prior to theapplicable Special Redemption Date, in each case by first class mail, postage prepaid, to eachHolder of Secured Notes affected thereby at such Holder’s mailing address in the Register and toeach Rating Agency. In addition, for so long as any Listed Notes are listed on the IrishCayman Islands Stock Exchange and so long as the guidelines of such exchange so require, notice of

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Special Redemption to the Holders of such Listed Notes shall also be given by the Issuer or,upon Issuer Order, by the Irish Listing Agentlisting agent in the Cayman Islands in the name andat the expense of the Co-Issuers, by publication on the IrishCayman Islands Stock Exchange.

Re-Pricing of Notes. (a) On any Business Day after the Non-CallSection 9.7Period, at the direction of a Majority of the Subordinated Notes (and with the written consent (inits sole discretion) of the Investment Manager), the Issuer shall reduce the spread over LIBORapplicable to any Class of Floating Rate Notes (other than the Class A Notes) and the interestrate applicable to the Fixed Rate Notes (all such Classes, the “Re-Pricing Eligible Notes,” suchreduction or modification to a fixed rate or floating rate, as applicable, with respect to any suchClass of Secured Notes, a “Re-Pricing” and any such Class of Secured Notes to be subject to aRe-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effectuate any Re-Pricingunless each condition specified in this Section 9.7 is satisfied with respect thereto. The InterestRate applicable to (x) any Class of Floating Rate Notes may be reduced in a Re-Pricing by either(i) reducing the applicable spread over LIBOR or (ii) providing for a fixed rate of interest (whichfixed rate shall be lower than the sum of (A) LIBOR, as of the most recent InterestDetermination Date, and (B) the spread over LIBOR applicable to such Class), and (y) any Classof Fixed Rate Notes may be reduced in a Re-Pricing, by either (i) reducing the fixed rate ofinterest or (ii) providing for a spread over LIBOR (which floating rate when added to LIBOR asof the Interest Determination Date shall be lower than the fixed rate of interest applicable to suchClass). For the avoidance of doubt, no terms of any Re-Pricing Eligible Notes other than theInterest Rate applicable thereto or the end of the Non-Call Period, as set forth below, may bemodified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing,the Issuer (or the Investment Manager on its behalf) may engage a broker-dealer (the“Re-Pricing Intermediary”) and such Re-Pricing Intermediary shall assist the Issuer in effectingthe Re-Pricing. In connection with a Re-Pricing of any of the Notes, the end of the Non-CallPeriod may be extended for any Class of Notes at the written direction of the Holders of aMajority of the Subordinated Notes, with the written consent of the Investment Manager (in itssole discretion), to a date after the effective date of such Re-Pricing.

At least 30 days prior to the Business Day fixed by a Majority of the(b)Subordinated Notes for any proposed Re-Pricing (the “Re-Pricing Date”), the Issuer, or theRe-Pricing Intermediary on behalf of the Issuer, shall deliver a notice in writing (with a copy tothe Investment Manager, the Trustee and each Rating Agency) to each Holder of the proposedRe-Priced Class, which notice shall (i) specify the proposed Re-Pricing Date and, in the case ofthe Floating Rate Notes, the revised spread over LIBOR (or fixed rate of interest) and, in thecase of the Fixed Rate Notes, the revised fixed rate (or spread over LIBOR) to be applied withrespect to such Class (the “Re-Pricing Rate”), (ii) request each Holder of the Re-Priced Classapprove the proposed Re-Pricing, and (iii) specify the price at which Notes of any Holder of theRe-Priced Class that does not approve the Re-Pricing may be sold and transferred pursuant toclause (c) below, which, for purposes of such Re-Pricing, shall be the Redemption Price withrespect to such Notes.

In the event any Holder of the Re-Priced Class does not deliver written(c)consent to the proposed Re-Pricing on or before the date which is 10 Business Days prior to theproposed Re-Pricing Date, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer,shall deliver written notice thereof to the consenting Holders of the Re-Priced Class, specifying

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the Aggregate Outstanding Amount of the Notes of the Re-Priced Class held by all suchnon-consenting Holders, and shall request each such consenting Holder to provide written noticeto the Issuer, the Trustee, the Investment Manager and the Re-Pricing Intermediary (if any) ifsuch Holder would like to purchase all or any portion of the Notes of the Re-Priced Class held bythe non-consenting Holders (each such notice, an “Exercise Notice”) within five Business Daysof receipt of such notice. In the event that the Issuer receives Exercise Notices with respect tomore than the Aggregate Outstanding Amount of the Notes of the Re-Priced Class held bynon-consenting Holders, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shallcause the sale and transfer of such Notes, without further notice to the non-consenting Holdersthereof, on the Re-Pricing Date to the Holders delivering Exercise Notices with respect thereto,pro rata based on the Aggregate Outstanding Amount of the Notes such Holders indicated aninterest in purchasing pursuant to their Exercise Notices. In the event that the Issuer receivesExercise Notices with respect to less than the Aggregate Outstanding Amount of the Notes of theRe-Priced Class held by non-consenting Holders, the Issuer, or the Re-Pricing Intermediary onbehalf of the Issuer, shall cause the sale and transfer of such Notes, without further notice to thenon-consenting Holders thereof, on the Re-Pricing Date to the Holders delivering ExerciseNotices with respect thereto, and any excess Notes of the Re-Priced Class held bynon-consenting Holders shall be sold to a transferee designated by the Issuer or the Re-PricingIntermediary on behalf of the Issuer. All sales and redemptions of Notes to be effected pursuantto this paragraph will be made at the Redemption Price with respect to such Notes, and will beeffected only if the related Re-Pricing is effected in accordance with the provisions hereof. TheHolder of each Note, by its acceptance of an interest in the Notes, agrees to sell and transfer itsNotes in accordance with this Section 9.7 and agrees to cooperate with the Issuer, the Re-PricingIntermediary (if any), the Investment Manager and the Trustee to effect such sales and transfers.The Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver written notice tothe Trustee and the Investment Manager not later than three Business Days prior to the proposedRe-Pricing Date confirming that the Issuer has received written commitments to purchase allNotes of the Re-Priced Class held by non-consenting Holders.

The Issuer shall not effect any proposed Re-Pricing unless:(d)

the Co-Issuers and the Trustee shall have entered into a supplemental(i)indenture (prepared by or on behalf of the Issuer) dated as of the Re-Pricing Date, solelyto (1) in the case of Floating Rate Notes, modify the spread over LIBOR applicable to theRe-Priced Class (or provide for a fixed rate of interest), (2) in the case of Fixed RateNotes, modify the fixed rate of interest (or provide for a spread over LIBOR) and, in eachcase, if applicable, extend the end of the Non-Call Period and (3) make any mechanical,operational or other immaterial changes required to implement the Re-Pricing (includingany changes required in order to accommodate fixed rate notes and/or floating rate notes,as applicable);

confirmation has been received that all Notes of the Re-Priced Class held(ii)by non-consenting Holders have been sold and transferred or redeemed pursuant toclause (c) above;

each Rating Agency shall have been notified of such Re-Pricing;(iii)

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the sum of all expenses of the Issuer, the Collateral Administrator and the(iv)Trustee (including the fees of the Re-Pricing Intermediary and fees of counsel) incurredin connection with the Re-Pricing does not exceed the sum of (1) the amount of InterestProceeds available after taking into account all amounts required to be paid pursuant toSection 11.1(a)(i) on the subsequent Payment Date prior to the distribution of anyremaining Interest Proceeds to the Holders of the Subordinated Notes and (2) anyamounts on deposit in, or to be deposited into, the Supplemental Reserve Account thatare designated to pay expenses due and payable in connection with such Re-Pricing,unless such expenses have been paid or shall be adequately provided for by one or moreentities other than the Issuer;

an Officer’s certificate of the Investment Manager is delivered certifying(v)that all conditions precedent of this Section 9.7 have been satisfied; and

solely if the Interest Rate applicable to such Re-Priced Class is modified(vi)(x) from a floating rate of interest to a fixed rate of interest or (y) from a fixed rate ofinterest to a floating rate of interest, in each case, the Global Rating Agency Condition issatisfied prior to such Re-Pricing.

In addition to the notices set forth above, notice of a Re-Pricing shall be given bythe Trustee (at the expense of the Issuer) by first class mail, postage prepaid, not less than sevenBusiness Days prior to the proposed Re-Pricing Date, to each Holder of Notes of the Re-PricedClass at the address in the Register (with a copy to the Investment Manager), specifying theapplicable Re-Pricing Date and Re-Pricing Rate; provided that the Issuer at the direction of theInvestment Manager may extend the Re-Pricing Date at any time up to two Business Days priorto the Re-Pricing Date by notice to the Trustee (who shall forward such notice to the Holders).Failure to give a notice of Re-Pricing, or any defect therein, to any Holder of any Re-PricedClass shall not impair or affect the validity of the Re-Pricing or give rise to any claim based uponsuch failure or defect.

Any notice of a Re-Pricing may be withdrawn by a Majority of the SubordinatedNotes (with the consent of the Investment Manager) on or prior to the second Business Day priorto the scheduled Re-Pricing Date by written notice to the Issuer, the Trustee, and the InvestmentManager for any reason. Upon receipt of such notice of withdrawal, the Trustee shall send suchnotice to the Holders of the Notes and each Rating Agency.

ARTICLE X

ACCOUNTS, ACCOUNTINGS AND RELEASES

Collection of Money. Except as otherwise expressly providedSection 10.1herein, the Trustee may demand payment or delivery of, and shall receive and collect, directlyand without intervention or assistance of any fiscal agent or other intermediary, all Money andother property payable to or receivable by the Trustee pursuant to this Indenture, including allpayments due on the Assets, in accordance with the terms and conditions of such Assets. TheTrustee shall segregate and hold all such Money and property received by it in trust for the

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Holders of the Notes and shall apply it as provided in this Indenture. Each Account shall beestablished and maintained with a federal or state-chartered depository institution or trustcompany that is an Eligible Institution and if such institution is not an Eligible Institution, theassets held in such Account shall be moved within 30 calendar days to another institution that isan Eligible Institution. All Cash deposited in the Accounts shall be invested only in EligibleInvestments or Collateral Obligations in accordance with the terms of this Indenture. To avoidthe consolidation of the Assets of the Issuer with the general assets of the Bank under anycircumstances, the Trustee shall comply, and shall cause the Custodian to comply, with all lawapplicable to it as a national bank with trust powers holding segregated trust assets in a fiduciarycapacity; provided that the foregoing shall not be construed to prevent the Trustee or Custodianfrom investing the Assets of the Issuer in Eligible Investments described in clause (ii) of thedefinition thereof that are obligations of the Bank.

Collection Account. (a) In accordance with this Indenture and theSection 10.2Securities Account Control Agreement, the Trustee shall, prior to the Closing Date, arrange forthe Custodian to establish two segregated non-interest bearing trust accounts, one of which willbe designated the “Interest Collection Subaccount” and one of which will be designated the“Principal Collection Subaccount” (and which together will comprise the “Collection Account”),each held in the name of the Issuer subject to the lien of the Trustee for the benefit of theSecured Parties and each of which shall be maintained with the Custodian in accordance with theSecurities Account Control Agreement. The Trustee shall from time to time deposit into theInterest Collection Subaccount, in addition to the deposits required pursuant to Section 10.5(a),immediately upon receipt thereof or upon transfer from the Expense Reserve Account, theInterest Reserve Account, the Revolver Funding Account or Payment Account, all InterestProceeds (unless simultaneously reinvested in additional Collateral Obligations in accordancewith Section 12). The Trustee shall deposit immediately upon receipt thereof or upon transferfrom the Expense Reserve Account, Revolver Funding Account or Payment Account all otheramounts remitted to the Collection Account into the Principal Collection Subaccount, includingin addition to the deposits required pursuant to Section 10.5(a), (i) any funds designated asPrincipal Proceeds by the Investment Manager in accordance with this Indenture, (ii) all otherPrincipal Proceeds (unless simultaneously reinvested in additional Collateral Obligations inaccordance with Article XII or in Eligible Investments) and (iii) any funds in the InterestReserve Account deemed by the Investment Manager in its sole discretion to be PrincipalProceeds pursuant to Section 10.3(f). The Issuer may, but under no circumstances shall berequired to, deposit from time to time into the Collection Account, in addition to any amountrequired hereunder to be deposited therein, such Monies received from external sources for thebenefit of the Secured Parties (other than payments on or in respect of the Collateral Obligations,Eligible Investments or other existing Assets) as the Issuer deems, in its sole discretion, to beadvisable and to designate them as Interest Proceeds or Principal Proceeds. All Moniesdeposited from time to time in the Collection Account pursuant to this Indenture shall be held bythe Trustee as part of the Assets and shall be applied to the purposes herein provided. Subject toSection 10.2(d), amounts in the Collection Account shall be reinvested pursuant to Section 10.5(a).

The Trustee, within one Business Day after receipt of any distribution or(b)other proceeds in respect of the Assets which are not Cash, shall so notify the Issuer and theIssuer shall use its commercially reasonable efforts to, within five Business Days after receipt of

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such notice from the Trustee (or as soon as practicable thereafter), sell such distribution or otherproceeds for Cash in an arm’s length transaction and deposit the proceeds thereof in theCollection Account; provided that the Issuer (i) need not sell such distributions or other proceedsif it delivers an Issuer Order or an Officer’s certificate to the Trustee certifying that suchdistributions or other proceeds constitute Collateral Obligations or Eligible Investments or (ii)may otherwise retain such distribution or other proceeds for up to two years from the date ofreceipt thereof if it delivers an Officer’s certificate to the Trustee certifying that (1) it will sellsuch distribution within such two-year period and (2) retaining such distribution is not otherwiseprohibited by this Indenture.

At any time when reinvestment is permitted pursuant to Section 12, the(c)Investment Manager on behalf of the Issuer may direct the Trustee to, and upon receipt of suchdirection the Trustee shall, withdraw funds on deposit in the Principal Collection Subaccountrepresenting Principal Proceeds (together with Interest Proceeds but only to the extent used topay for accrued interest on an additional Collateral Obligation) and reinvest (or invest, in thecase of funds referred to in Section 7.18) such funds in additional Collateral Obligations orexercise a warrant held in the Assets, in each case in accordance with the requirements of Article XII and such direction. At any time, the Investment Manager on behalf of the Issuer may directthe Trustee to, and upon receipt of such direction the Trustee shall, withdraw funds on deposit inthe Principal Collection Subaccount representing Principal Proceeds and deposit such funds inthe Revolver Funding Account to meet funding requirements on Delayed Drawdown CollateralObligations or Revolving Collateral Obligations.

The Investment Manager on behalf of the Issuer may direct the Trustee to,(d)and upon receipt of such direction the Trustee shall, pay from amounts on deposit in theCollection Account on any Business Day during any Interest Accrual Period (i) any amountrequired to exercise a warrant or right to acquire securities held in the Assets in accordance withthe requirements of Article XII and such direction, and (ii) from Interest Proceeds only, anyAdministrative Expenses (such payments (other than any fees, costs and expenses paid fromRefinancing Proceeds or Partial Refinancing Interest Proceeds in connection with a PartialRefinancing) to be counted against the Administrative Expense Cap for the applicable period andto be subject to the order of priority as stated in the definition of Administrative Expenses);provided that (x) sufficient amounts under the Administrative Expense Cap remain to payAdministrative Expenses on the next succeeding Payment Date that are senior in the order ofpriority as stated in the definition of Administrative Expenses and (y) the aggregateAdministrative Expenses paid pursuant to this Section 10.2(d) during any Collection Period shallnot exceed the Administrative Expense Cap for the related Payment Date.

If the Effective Date Interest Deposit Condition is satisfied, the(e)Investment Manager in its sole discretion may, prior to the second Determination Date, instructthe Trustee to transfer (and the Trustee shall so transfer) from the Principal CollectionSubaccount or the Ramp-Up Account an amount designated by the Investment Manager into theInterest Collection Subaccount as Interest Proceeds. The “Effective Date Interest Deposit Condition” is satisfied if (A) the total amount designated for deposit to the Interest CollectionSubaccount as Interest Proceeds from the Principal Collection Subaccount and the Ramp-UpAccount does not exceed 0.75% of the Target Initial Par Amount and (B) after giving effect tosuch deposits (x) the Collateral Principal Amount is at least equal to the Target Initial Par

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Amount, assuming for purposes of such calculation that each Defaulted Obligation has aprincipal amount equal to its Market Value and (y) the Overcollateralization Ratio Test, eachCollateral Quality Test and the Concentration Limitations are satisfied.

The Trustee shall transfer to the Payment Account, from the Collection(f)Account for application pursuant to Section 11.1(a), on the Business Day immediately precedingeach Payment Date, the amount set forth to be so transferred in the Distribution Report for suchPayment Date.

The Investment Manager on behalf of the Issuer may direct the Trustee to,(g)and upon receipt of such direction the Trustee shall, transfer from amounts on deposit in theInterest Collection Subaccount to the Principal Collection Subaccount, amounts necessary forapplication pursuant to the applicable provisions of Section 7.18(d).

Transaction Accounts.Section 10.3

Payment Account. In accordance with this Indenture and the Securities(a)Account Control Agreement, the Trustee shall, prior to the Closing Date, arrange for theCustodian to establish a single, segregated non-interest bearing trust account held in the name ofthe Issuer subject to the lien of the Trustee for the benefit of the Secured Parties, which shall bedesignated as the Payment Account, which shall be maintained with the Custodian in accordancewith the Securities Account Control Agreement. Except as provided in Section 11.1(a), the onlypermitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, thePayment Account shall be to pay amounts due and payable on the Secured Notes anddistributions on the Subordinated Notes in accordance with their terms and the provisions of thisIndenture and, upon Issuer Order, to pay Administrative Expenses, Management Fees and otheramounts specified herein, each in accordance with the Priority of Payments. The Co-Issuersshall not have any legal, equitable or beneficial interest in the Payment Account other than inaccordance with the Priority of Payments. Amounts in the Payment Account shall remainuninvested.

Custodial Account. In accordance with this Indenture and the Securities(b)Account Control Agreement, the Trustee shall, prior to the Closing Date, arrange for theCustodian to establish a single, segregated non-interest bearing trust account held in the name ofthe Issuer subject to the lien of the Trustee for the benefit of the Secured Parties, which shall bedesignated as the Custodial Account, which shall be maintained with the Custodian inaccordance with the Securities Account Control Agreement. All Collateral Obligations shall becredited to the Custodial Account. The only permitted withdrawals from the Custodial Accountshall be in accordance with the provisions of this Indenture. The Trustee agrees to give theCo-Issuers immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) theCustodial Account or any assets or securities on deposit therein, or otherwise to the credit of theCustodial Account, shall become subject to any writ, order, judgment, warrant of attachment,execution or similar process. The Co-Issuers shall not have any legal, equitable or beneficialinterest in the Custodial Account other than in accordance with this Indenture and the Priority ofPayments. Amounts in the Custodial Account shall remain uninvested.

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Ramp-Up Account. The Trustee shall, at least two Business Days prior to(c)the Closing Date, arrange for the Custodian to establish a single, segregated non-interest bearingtrust account held in the name of the Issuer subject to the lien of the Trustee for the benefit of theSecured Parties, which shall be designated as the Ramp-Up Account, which shall be maintainedwith the Custodian in accordance with the Securities Account Control Agreement. The Issuershall direct the Trustee to deposit the amount specified in Section 3.1(a)(xii)(A) to the Ramp-UpAccount. In connection with any purchase of an additional Collateral Obligation, the Trusteeshall apply amounts held in the Ramp-Up Account as provided by Section 7.18(b). Upon theoccurrence of an Event of Default, the Trustee shall deposit any remaining amounts in theRamp-Up Account (excluding any proceeds that will be used to settle binding commitmentsentered into prior to such date) into the Principal Collection Subaccount as Principal Proceeds.On the first Business Day after a Trust Officer of the Trustee has received written notice fromthe Investment Manager that Moody’s has confirmed its Initial Ratings of the Secured Notespursuant to Section 7.18(d) (or the Effective Date Moody’s Condition has been satisfied), theTrustee shall deposit any remaining amounts in the Ramp-Up Account (excluding any proceedsthat will be used to settle binding commitments entered into prior to such date) into the PrincipalCollection Subaccount as Principal Proceeds; provided that if the Effective Date Interest DepositCondition is satisfied, the Investment Manager in its sole discretion may, prior to the secondDetermination Date, instruct the Trustee in such notice to transfer (and the Trustee shall sotransfer) from amounts on deposit in the Ramp-Up Account the amount designated by theInvestment Manager into the Interest Collection Subaccount as Interest Proceeds. Any incomeearned on amounts deposited in the Ramp-Up Account will be deposited in the InterestCollection Subaccount.

Expense Reserve Account. In accordance with this Indenture and the(d)Securities Account Control Agreement, the Trustee shall, prior to the Closing Date, arrange forthe Custodian to establish a single, segregated non-interest bearing trust account held in thename of the Issuer subject to the lien of the Trustee for the benefit of the Secured Parties, whichshall be designated as the Expense Reserve Account, which shall be maintained with theCustodian in accordance with the Securities Account Control Agreement. The Issuer shall directthe Trustee to deposit to the Expense Reserve Account (i) the amount specified in Section 3.1(a)(xii)(B) and (ii) in connection with any additional issuance of securities, the amountspecified in Section 3.2(a)(vii). On any Business Day, the Trustee shall apply funds from theExpense Reserve Account, as directed by the Investment Manager, to pay expenses of theCo-Issuers including, but not limited to, those incurred in connection with the establishment ofthe Co-Issuers, the structuring and consummation of the Offering and the issuance of the Notes,any additional issuance, any Refinancing, any Re-Pricing and any Administrative Expenses. Ona Determination Date relating to any Payment Date following the Closing Date, funds in theExpense Reserve Account (after deducting any expenses paid on such Determination Date) willto the extent directed by the Investment Manager be deposited in the Collection Account asInterest Proceeds and/or Principal Proceeds (in the respective amounts directed by theInvestment Manager in its sole discretion). Any income earned on amounts deposited in theExpense Reserve Account will be deposited in the Interest Collection Subaccount as InterestProceeds as it is paid.

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Supplemental Reserve Account. In accordance with this Indenture and the(e)Securities Account Control Agreement, the Trustee shall, prior to the Closing Date, arrange forthe Custodian to establish a single, segregated non-interest bearing trust account held in thename of the Issuer subject to the lien of the Trustee for the benefit of the Secured Parties, whichwill be designated as the Supplemental Reserve Account. Contributions and amounts designatedfor deposit into the Supplemental Reserve Account pursuant to clauses (SU) and (TV) of Section 11.1(a)(i) and Section 11.1(e) will be deposited into the Supplemental Reserve Account andtransferred to the Collection Account at the written direction of the Investment Manager to theTrustee for one or more Permitted Uses designated by the Investment Manager in such writtendirection. Amounts in the Supplemental Reserve Account shall remain uninvested.

Interest Reserve Account. The Trustee shall, prior to the Closing Date,(f)arrange for the Custodian to establish a single, segregated non-interest bearing trust account heldin the name of the Issuer subject to the lien of the Trustee for the benefit of the Secured Parties,which will be designated as the Interest Reserve Account. The Issuer shall direct the Trustee todeposit to the Interest Reserve Account the amount specified in Section 3.1(a)(xii)(D). By theDetermination Date relating to the first Payment Date following the Closing Date, all funds inthe Interest Reserve Account will be transferred to the Collection Account as Interest Proceedsor Principal Proceeds (as designated by the Investment Manager) and the Interest ReserveAccount will be closed. Any income earned on amounts deposited in the Interest ReserveAccount shall be deposited in the Interest Collection Account as Interest Proceeds as it is paid.

The Revolver Funding Account. Upon the purchase of anySection 10.4Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation (or on the ClosingDate, in the case of a Delayed Drawdown Collateral Obligation or Revolving CollateralObligation acquired by the Issuer prior to the Closing Date), funds in an amount equal to theundrawn portion of such obligation shall be withdrawn at the direction of the InvestmentManager first from the Ramp-Up Account and, if necessary, from the Principal CollectionSubaccount, and deposited by the Trustee in a single, segregated non-interest bearing trustaccount established by the Custodian and held in the name of the Issuer subject to the lien of theTrustee for the benefit of the Secured Parties (the “Revolver Funding Account”); provided that,if such Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation is aParticipation Interest with respect to which the Selling Institution requires funds to be depositedwith the Selling Institution or its custodian in an amount equal to any portion of the undrawnamount of such obligation as collateral for the funding obligations under such obligation (suchfunds, the “Selling Institution Collateral”), the Issuer shall deposit the Selling InstitutionCollateral with such Selling Institution or custodian rather than in the Revolver FundingAccount, subject to the following sentence. Any such deposit of Selling Institution Collateralshall satisfy the following requirement: either (1) the aggregate amount of Selling InstitutionCollateral deposited with such Selling Institution or its custodian (other than an EligibleCustodian) under all Participation Interests shall not have an Aggregate Principal Balance inexcess of 5% of the Collateral Principal Amount and shall not remain on deposit with suchSelling Institution or custodian for more than 30 calendar days after such Selling Institution firstfails to satisfy the Moody’s Counterparty Criteria (and the terms of each such deposit shallpermit the Issuer to withdraw the Selling Institution Collateral if such Selling Institution fails at

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any time to satisfy the Moody’s Counterparty Criteria); or (2) such Selling Institution Collateralshall be deposited with an Eligible Custodian.

The amount specified in Section 3.1(a)(xii) of this Indenture shall be deposited inthe Revolver Funding Account on the Closing Date to be reserved for the unfunded fundingobligations under the Delayed Drawdown Collateral Obligations and Revolving CollateralObligations purchased on or before the Closing Date. Upon initial purchase of any DelayedDrawdown Collateral Obligation or Revolving Collateral Obligation (or on the Closing Date, inthe case of a Delayed Drawdown Collateral Obligation or Revolving Collateral Obligationacquired by the Issuer prior to the Closing Date), funds deposited in the Revolver FundingAccount in respect of such Collateral Obligation and Selling Institution Collateral deposited withthe Selling Institution in respect of such Collateral Obligation will be treated as part of thepurchase price therefor. Amounts on deposit in the Revolver Funding Account will be investedin overnight funds that are Eligible Investments selected by the Investment Manager pursuant toSection 10.5 and earnings from all such investments will be deposited in the Interest CollectionSubaccount as Interest Proceeds.

Funds shall be deposited in the Revolver Funding Account upon the purchase ofany Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation (or on theClosing Date, in the case of a Delayed Drawdown Collateral Obligation or Revolving CollateralObligation acquired by the Issuer prior to the Closing Date), and upon the receipt by the Issuer ofany Principal Proceeds with respect to a Revolving Collateral Obligation as directed by theInvestment Manager such that the amount of funds on deposit in the Revolver Funding Accountshall be equal to or greater than the aggregate amount of unfunded funding obligations(disregarding the portion, if any, of any such unfunded funding obligations that is collateralizedby Selling Institution Collateral) under all such Delayed Drawdown Collateral Obligations andRevolving Collateral Obligations then included in the Assets.

Any funds in the Revolver Funding Account (other than earnings from EligibleInvestments therein) will be available at the direction of the Investment Manager solely to coverany drawdowns on the Delayed Drawdown Collateral Obligations and Revolving CollateralObligations; provided that any excess of (A) the amounts on deposit in the Revolver FundingAccount over (B) the sum of the unfunded funding obligations (disregarding the portion, if any,of any such unfunded funding obligations that is collateralized by Selling Institution Collateral)under all Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations(which excess may occur for any reason, including upon (i) the sale or maturity of a DelayedDrawdown Collateral Obligation or Revolving Collateral Obligation, (ii) the occurrence of anevent of default with respect to any such Delayed Drawdown Collateral Obligation or RevolvingCollateral Obligation that are included in the Assets or (iii) any other event or circumstancewhich results in the irrevocable reduction of the undrawn commitments under such DelayedDrawdown Collateral Obligation or Revolving Collateral Obligation) may be transferred by theTrustee (at the written direction of the Investment Manager on behalf of the Issuer) from time totime as Principal Proceeds to the Principal Collection Subaccount.

Reinvestment of Funds in Accounts; Reports by Trustee. (a) BySection 10.5Issuer Order (which may be in the form of standing instructions), the Issuer (or the InvestmentManager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such

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Issuer Order, the Trustee shall, invest all funds on deposit in the Collection Account, theRamp-Up Account, the Revolver Funding Account, the Expense Reserve Account and theInterest Reserve Account, as so directed in Eligible Investments having stated maturities no laterthan the Business Day preceding the next Payment Date (or such shorter maturities expresslyprovided herein). If prior to the occurrence of an Event of Default, the Issuer shall not havegiven any such investment directions, the Trustee shall seek instructions from the InvestmentManager within three Business Days after transfer of any funds to such accounts. If the Trusteedoes not thereafter receive written instructions from the Investment Manager within fiveBusiness Days after transfer of such funds to such accounts, it shall invest and reinvest the fundsheld in such accounts, as fully as practicable, but only in one or more Eligible Investments of thetype described in clause (ii) of the definition of “Eligible Investments” maturing no later than theBusiness Day immediately preceding the next Payment Date (or such shorter maturitiesexpressly provided herein). If after the occurrence of an Event of Default, the Issuer shall nothave given such investment directions to the Trustee for three consecutive days, the Trustee shallinvest and reinvest such Monies as fully as practicable in Eligible Investments of the typedescribed in clause (ii) of the definition of “Eligible Investments” maturing not later than theearlier of (i) 30 days after the date of such investment (unless putable at par to the issuer thereof)or (ii) the Business Day immediately preceding the next Payment Date (or such shortermaturities expressly provided herein). Except to the extent expressly provided otherwise herein,all interest and other income from such investments shall be deposited in the Interest CollectionSubaccount, any gain realized from such investments shall be credited to the Principal CollectionSubaccount upon receipt, and any loss resulting from such investments shall be charged to thePrincipal Collection Subaccount. The Trustee shall not in any way be held liable by reason ofany 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 anysecurity or obligation issued by the Bank or any Affiliate thereof or (ii) liability for any lossresulting from gross negligence, willful misconduct or fraud on the part of the Bank or anyAffiliate thereof. Except as expressly provided herein, the Trustee shall not otherwise be underany duty to invest (or pay interest on) amounts held under this Indenture.

The Trustee agrees to give the Issuer immediate notice if (upon the(b)Trustee’s receipt of actual notice of) any Account or any funds on deposit in any Account, orotherwise to the credit of an Account, shall become subject to any writ, order, judgment, warrantof attachment, execution or similar process.

The Trustee shall supply, in a timely fashion, to the Co-Issuers, each(c)Rating Agency and the Investment Manager any information regularly maintained by the Trusteethat the Co-Issuers, the Rating Agencies or the Investment Manager may from time to timereasonably request with respect to the Assets, the Accounts and the other Assets and provide anyother requested information reasonably available to the Trustee by reason of its acting as Trusteehereunder and required to be provided by Section 10.6 or to permit the Investment Manager toperform its obligations under the Investment Management Agreement or the Issuer’s obligationshereunder that have been delegated to the Investment Manager. The Trustee shall promptlyforward to the Investment Manager copies of notices and other writings received by it from theissuer of any Collateral Obligation or from any Clearing Agency with respect to any CollateralObligation which notices or writings advise the holders of such Collateral Obligation of anyrights that the holders might have with respect thereto (including, without limitation, requests to

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vote with respect to amendments or waivers and notices of prepayments and redemptions) aswell as all periodic financial reports received from such issuer and Clearing Agencies withrespect to such issuer.

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

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

Accountings.Section 10.6

Monthly. Not later than the 18th calendar day (or, if such day is not a(a)Business Day, the next succeeding Business Day) of each calendar month (other than January,April, July and October in each year) and commencing with calendar month February 2016, theIssuer shall compile and make available (or cause to be compiled and made available) to eachRating Agency, the Trustee, the Investment Manager, the Initial Purchaser and to any Holdershown on the Register and, upon written request to the Trustee in the form of Exhibit D, anybeneficial owner of a Note, a monthly report (which shall be made available to Fitch in the formof an excel or similar file) on a trade date basis (each such report a “Monthly Report”). As usedherein, the “Monthly Report Determination Date” with respect to any calendar month will be thelast Business Day of the immediately preceding calendar month. For the avoidance of doubt, thefirst Monthly Report shall be delivered in February 2016 as described above and shall bedetermined with respect to the Monthly Report Determination Date that is the last Business Dayof January 2016. The Monthly Report for a calendar month shall contain the followinginformation with respect to the Collateral Obligations and Eligible Investments included in theAssets based in part on information provided by the Investment Manager, and shall bedetermined as of the Monthly Report Determination Date for such calendar month:

the Aggregate Principal Balance of Collateral Obligations and Eligible(i)Investments representing Principal Proceeds;

the Adjusted Collateral Principal Amount of Collateral Obligations;(ii)

the Collateral Principal Amount of Collateral Obligations;(iii)

a list of Collateral Obligations, including, with respect to each such(iv)Collateral Obligation, the following information:

the obligor thereon (including the issuer ticker, if any);(A)

the CUSIP or security identifier thereof;(B)

the Principal Balance thereof (other than any accrued interest that(C)was purchased with Principal Proceeds (but excluding any capitalized interest));

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the percentage of the aggregate Collateral Principal Amount(D)represented by such Collateral Obligation;

the related interest rate or spread;(E)

the LIBOR floor, if any;(F)

the stated maturity thereof;(G)

the related Moody’s Industry Classification;(H)

the Moody’s Rating (and, in the event of a downgrade or(I)withdrawal of the applicable Moody’s Rating, the prior rating and the date suchMoody’s Rating was changed); provided that if such rating is based on a creditestimate by Moody’s, only the date on which the most recent estimate wasobtained shall be reported;

the Moody’s Default Probability Rating; provided that if such(J)rating is based on a credit estimate by Moody’s, only the date on which the mostrecent estimate was obtained shall be reported;

the Fitch Rating, unless such rating is based on a credit opinion(K)unpublished by Fitch or such rating is a confidential rating or a private rating byFitch or an Issuer assigned Fitch Rating;

the country of Domicile and whether the Domicile of such(L)Collateral Obligation was determined pursuant to clause (c) of the definition of“Domicile”;

an indication as to whether each such Collateral Obligation is (1) a(M)Senior Secured Loan, (2) a Second Lien Loan, (3) an Unsecured Loan, (4) aParticipation Interest (indicating the related Selling Institution and its ratings byeach Rating Agency), (5) a Delayed Drawdown Collateral Obligation, (6) aRevolving Collateral Obligation, (7) a Fixed Rate Obligation, (8) a Current PayObligation, (9) a DIP Collateral Obligation, (10) a Discount Obligation (includingits purchase price and purchase yield in the case of a fixed rate CollateralObligation), (11) a Bridge Loan, (12) a Swapped Non-Discount Obligation or(13) a Deferrable Security;

whether the security is a Cov-Lite Loan (1) taking into account the(N)proviso in the definition thereof and (2) not taking into account the proviso in thedefinition thereof;

the Moody’s Recovery Rate;(O)

the Market Value of such Collateral Obligation and, if such Market(P)Value was calculated based on a bid price determined by a loan or bond pricing

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service, the name of such loan or bond pricing service (including such disclaimerlanguage as a loan or bond pricing service may from time to time require, asprovided by the Investment Manager to the Trustee and the CollateralAdministrator); and

whether the information relating to such Collateral Obligation is(Q)given on a settlement basis or a trade date basis;

if the Monthly Report Determination Date occurs on or after the Effective(v)Date, for each of the limitations and tests specified in the definitions of ConcentrationLimitations and Collateral Quality Test, (1) the result, (2) the related minimum ormaximum test level and (3) a determination as to whether such result satisfies the relatedtest;

the calculation of each of the following:(vi)

each Interest Coverage Ratio (and setting forth the percentage(A)required to satisfy each Interest Coverage Test);

each Overcollateralization Ratio (and setting forth the percentage(B)required to satisfy each Overcollateralization Ratio Test); and

the Interest Diversion Test (and setting forth the required test(C)level);

the calculation specified in Section 5.1(h);(vii)

for each Account, a schedule showing the beginning balance, each credit(viii)or debit specifying the nature, source and amount, and the ending balance;

a schedule showing for each of the following the beginning balance, the(ix)amount of Interest Proceeds received from the date of determination of the immediatelypreceding Monthly Report, and the ending balance for the current Measurement Date:

Interest Proceeds from Collateral Obligations; and(A)

Interest Proceeds from Eligible Investments;(B)

purchases, prepayments, and sales:(x)

the identity, Principal Balance (other than any accrued interest that(A)was purchased with Principal Proceeds (but excluding any capitalized interest)),Principal Proceeds and Interest Proceeds received, and date for (X) eachCollateral Obligation that was released for sale or other disposition pursuant toSection 12.1 since the last Monthly Report Determination Date and (Y) eachprepayment or redemption of a Collateral Obligation, and in the case of (X),whether such Collateral Obligation was a Credit Risk Obligation or a Credit

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Improved Obligation, and whether the sale of such Collateral Obligation was adiscretionary sale;

the identity, Principal Balance (other than any accrued interest that(B)was purchased with Principal Proceeds (but excluding any capitalized interest)),and Principal Proceeds and Interest Proceeds expended to acquire each CollateralObligation acquired pursuant to Section 12.2 since the last Monthly ReportDetermination Date;

to the extent a Monthly Report Determination Date occurs after the(C)Reinvestment Period, the Aggregate Principal Balance of Credit Risk Obligationssold since the last Monthly Report Determination Date;

to the extent a Monthly Report Determination Date occurs after the(D)Reinvestment Period, the amount of Unscheduled Principal Payments receivedsince the last Monthly Report Determination Date;

to the extent a Monthly Report Determination Date occurs after the(E)Reinvestment Period, the weighted average of the Principal Balances and theStated Maturities of the Credit Risk Obligations sold and the CollateralObligations as to which Unscheduled Principal Payments were received since thelast Monthly Report Determination Date; and

to the extent a Monthly Report Determination Date occurs after the(F)Reinvestment Period, the weighted average of the Principal Balances and theStated Maturities of the Substitute Obligations acquired since the last MonthlyReport Determination Date;

the identity of each Defaulted Obligation, the Moody’s Collateral Value(xi)and Market Value of each such Defaulted Obligation and date of default thereof;

the identity of each Collateral Obligation with a Moody’s Rating of(xii)“Caa1” or below and the Market Value of each such Collateral Obligation;

the identity of each Deferring Security, the Moody’s Collateral Value and(xiii)Market Value of each Deferring Security, and the date on which interest was last paid infull in Cash thereon;

the identity of each Current Pay Obligation, the Market Value of each(xiv)such Current Pay Obligation, and the percentage of the Collateral Principal Amountcomprised of Current Pay Obligations;

the Aggregate Principal Balance, measured cumulatively from the Closing(xv)Date onward, of all Collateral Obligations that would have been acquired through aDistressed Exchange but for the operation of the proviso in the definition of “DistressedExchange”;

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the Diversity Score, the Weighted Average Moody’s Rating Factor, the(xvi)Adjusted Weighted Average Moody’s Rating Factor and the percentage of the CollateralObligations which have a Moody’s Default Probability Rating of “Caa1” or less;

with respect to each purchase of Secured Notes by the Investment(xvii)Manager, on behalf of the Issuer, pursuant to Section 2.13 since the last Monthly ReportDetermination Date, the Class and aggregate principal amount of Secured Notespurchased and the price (expressed as a percentage of par) at which such purchase waseffected;

a description provided by the Investment Manager of any “agency cross”(xviii)transactions in which one or more affiliates of the Investment Manager act as a broker forcompensation for both the Issuer and another Person (including any account or client forwhich the Investment Manager or any affiliate serves as investment advisor) on theopposite side of the same transaction;

the identity and principal balance of any asset transferred to an Issuer(xix)Subsidiary during the such month;

as provided by the Investment Manager, the total number of (and related(xx)dates of) any Trading Plan occurring since the date of determination of the immediatelypreceding Monthly Report, the identity of each Collateral Obligation that was subject to aTrading Plan, the percentage of the Collateral Principal Amount consisting of suchCollateral Obligations that were subject to Trading Plans and indicating whether any suchTrading Plan was not successful; and

such other information as any Rating Agency or the Investment Manager(xxi)may reasonably request.

Upon receipt of each Monthly Report, the Trustee shall compare the informationcontained in such Monthly Report to the information contained in its records with respect to theAssets and shall, within three Business Days after receipt of such Monthly Report, notify theIssuer, the Collateral Administrator, the Rating Agencies and the Investment Manager if theinformation contained in the Monthly Report does not conform to the information maintained bythe Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee andthe Issuer, or the Investment Manager on behalf of the Issuer, shall attempt to resolve thediscrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within fiveBusiness Days notify the Investment Manager who shall, on behalf of the Issuer, request that theIndependent accountants appointed by the Issuer pursuant to Section 10.8(a) perform agreedupon procedures on such Monthly Report and the Trustee’s records to assist the Trustee indetermining the cause of such discrepancy. If such agreed upon procedures reveal an error in theMonthly Report or the Trustee’s records, the Monthly Report or the Trustee’s records shall berevised accordingly and, as so revised, shall be utilized in making all calculations pursuant tothis Indenture and notice of any error in the Monthly Report shall be sent as soon as practicableby the Issuer to all recipients of such report which may be accomplished by making a notation ofsuch error in the subsequent Monthly Report.

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Payment Date Accounting. The Issuer shall render an accounting (each a(b)“Distribution Report”), determined as of the close of business on each Determination Datepreceding a Payment Date, and shall make available such Distribution Report to the Trustee, theInvestment Manager, the Initial Purchaser, each Rating Agency and any Holder shown on theRegister and, upon written notice to the Trustee in the form of Exhibit D, any beneficial owner ofa Note not later than the related Payment Date. The Distribution Report shall contain thefollowing information:

the information required to be in the Monthly Report pursuant to this(i)Section 10.6;

(1) the Aggregate Outstanding Amount of the Secured Notes of each Class(ii)at the beginning of the Interest Accrual Period and such amount as a percentage of theoriginal Aggregate Outstanding Amount of the Secured Notes of such Class, (2) theamount of principal payments to be made on the Secured Notes of each Class on the nextPayment Date, the amount of any Secured Note Deferred Interest on the Class C Notes,Class D Notes, Class E Notes or Class EF Notes and the Aggregate Outstanding Amountof the Secured Notes of each Class after giving effect to the principal payments, if any,on the next Payment Date and such amount as a percentage of the original AggregateOutstanding Amount of the Secured Notes of such Class, and (3) the amount ofdistributions to be paid on the Subordinated Notes on the next Payment Date and theAggregate Outstanding Amount of the Subordinated Notes on the next Payment Date;

the Interest Rate and accrued interest for each Class of Secured Notes for(iii)such Payment Date;

the amounts payable pursuant to each clause of Section 11.1(a)(i), each(iv)clause of Section 11.1(a)(ii), each clause of Section 11.1(a)(iii) and each clause ofSection 11.1(a)(iv), as applicable, on the related Payment Date;

for the Collection Account:(v)

the Balance on deposit in the Collection Account at the end of the(A)related Collection Period (or, with respect to the Interest Collection Subaccount,the next Business Day);

the amounts payable from the Collection Account to the Payment(B)Account, in order to make payments pursuant to Section 11.1(a)(i) and Section 11.1(a)(ii) on the next Payment Date (net of amounts which the InvestmentManager intends to reinvest in additional Collateral Obligations pursuant toSection 12); and

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

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the Combination Note Rated Balance and the outstanding principal(vi)amounts of each Combination Note Component, after giving effect to the payments to bemade on such Payment Date; and

such other information as the Investment Manager may reasonably(vii)request.

Each Distribution Report shall constitute instructions to the Trustee to withdrawfunds from the Payment Account and pay or transfer such amounts set forth in such DistributionReport in the manner specified and in accordance with the priorities established in Section 11.1and Section 13.

Interest Rate Notice. The Issuer shall include (or cause to be included) in(c)the Monthly Report the Interest Rate for each Class of Secured Notes for the Interest AccrualPeriod preceding the next Payment Date.

Failure to Provide Accounting. If the Trustee shall not have received any(d)accounting provided for in this Section 10.6 on the first Business Day after the date on whichsuch accounting is due to the Trustee, the Trustee shall notify the Investment Manager who shalluse all reasonable efforts to obtain such accounting by the applicable Payment Date. To theextent the Investment Manager is required to provide any information or reports pursuant to thisSection 10.6 as a result of the failure of the Issuer to provide such information or reports, theInvestment Manager shall be entitled to retain an Independent certified public accountant inconnection therewith and the reasonable costs incurred by the Investment Manager for suchIndependent certified public accountant shall be paid by the Issuer.

Required Content of Certain Reports. Each Monthly Report and each(e)Distribution Report sent to any Holder or beneficial owner of an interest in an Note shall contain,or be accompanied by, the following notices:

The Notes may be beneficially owned only by Persons that (a) (i) are not U.S.persons (within the meaning of Regulation S under the United States Securities Act of 1933, asamended) and are purchasing their beneficial interest in an offshore transaction or (ii) are both(x) either (1) Qualified Institutional Buyers, or (2) solely in the case of Certificated Secured Notes and Non-Clearing Agency Securities, Institutional Accredited Investor or (3) solely in the case of Non-Clearing Agency Securities,Investors or other Accredited Investors that areKnowledgeable Employees with respect to the Issuer or the Investment Manager and (y) either(1) Qualified Purchasers or (2) solely in the case of the Subordinated Notes, KnowledgeableEmployees with respect to the Issuer or the Investment Manager (or corporations, partnerships,limited liability companies or other entities (other than trusts) each shareholder, partner, memberor other equity owner of which is either a Qualified Purchaser or a Knowledgeable Employeewith respect to the Issuer or the Investment Manager) and (b) can make the representations setforth in Section 2.5 of this Indenture or the appropriate Exhibit to this Indenture. Beneficialownership interests in the Rule 144A Global Notes may be transferred only to a Person that isboth (x) a Qualified Institutional Buyer and (y) a Qualified Purchaser and that can make therepresentations referred to in clause (b) of the preceding sentence. The Issuer has the right to

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compel any beneficial owner that does not meet the qualifications set forth in the precedingsentence to sell its interest in such Notes, or may sell such interest on behalf of such owner,pursuant to Section 2.11.

Each Holder receiving this report agrees to keep all non-public information hereinconfidential and not to use such information for any purpose other than its evaluation of itsinvestment in the Notes; provided that any Holder may provide such information on aconfidential basis to any prospective purchaser of such Holder’s Notes that is permitted by theterms of this Indenture to acquire such Holder’s Notes and that agrees to keep such informationconfidential in accordance with the terms of this Indenture.

The Issuer, the Initial Purchaser, or any successor to the Initial Purchaser,(f)may post the information contained in a Monthly Report or Distribution Report to apassword-protected internet site accessible only to the Holders of the Notes and to theInvestment Manager.

Distribution of Reports and Transaction Documents. The Trustee will(g)make the Monthly Report, the Distribution Report and the Transaction Documents (includingany amendments thereto) and any notices or communications required to be delivered to theHolders in accordance with this Indenture available via its internet website. The Trustee’sinternet website shall initially be located at https://www.sf.citidirect.com. Assistance in using thewebsite can be obtained by calling the Trustee’s customer service desk at 1-800-422-2066.Parties that are unable to use the above distribution option are entitled to have a paper copymailed to them via first class mail by calling the customer service desk and indicating such. TheTrustee shall have the right to change the way such reports and the Transaction Documents aredistributed in order to make such distribution more convenient and/or more accessible to theabove parties and the Trustee shall provide timely and adequate notification to all above partiesregarding any such changes. As a condition to access to the Trustee’s internet website, theTrustee may require registration and the acceptance of a disclaimer. The Trustee shall beentitled to rely on but shall not be responsible for the content or accuracy of any informationprovided in the Monthly Report and the Distribution Report which the Trustee disseminates inaccordance with this Indenture and may affix thereto any disclaimer it deems appropriate in itsreasonable discretion. The Trustee is authorized to make available to Intex Solutions, Inc. eachMonthly Report and Distribution Report.

IrishCayman Islands Stock Exchange. So long as any Class of Secured(h)Notes is listed on the IrishCayman Islands Stock Exchange, the Trustee shall inform theIrishCayman Islands Stock Exchange, if the Trustee received written notice that the Ratingsassigned to such Secured Notes are reduced or withdrawn.

Release of Assets. (a) If no Event of Default has occurred and isSection 10.7continuing (other than in the case of sales made pursuant to Sections 12.1(a), (b), (c), (d), (h) and(i)) and subject to Article XII, the Issuer may, by Issuer Order or other written direction (or tradeconfirmation) executed by an Authorized Officer of the Investment Manager, delivered to theTrustee at least one Business Day prior to the settlement date for any sale of an Asset certifyingthat the sale of such Asset is being made in accordance with Section 12.1 hereof and such salecomplies with all applicable requirements of Section 12.1 (which certification shall be deemed to

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have been provided upon delivery with such direction), direct the Trustee to release or cause tobe released such Asset from the lien of this Indenture and, upon receipt of such Issuer Order orother written direction, the Trustee shall deliver any such Asset, if in physical form, dulyendorsed to the broker or purchaser designated in such direction or, if such Asset is a ClearingCorporation Security, cause an appropriate transfer thereof to be made, in each case againstreceipt of the sales price therefor as specified by the Investment Manager in such direction;provided that the Trustee may deliver any such Asset in physical form for examination inaccordance with street delivery custom.

Subject to the terms of this Indenture, the Trustee shall upon an Issuer(b)Order (i) deliver any Asset, and release or cause to be released such Asset from the lien of thisIndenture, which is set for any mandatory call or redemption or payment in full to theappropriate paying agent on or before the date set for such call, redemption or payment, in eachcase against receipt of the call or redemption price or payment in full thereof and (ii) providenotice thereof to the Investment Manager.

Upon receiving actual notice of any Offer or any request for a waiver,(c)consent, amendment or other modification with respect to any Collateral Obligation, the Trusteeon behalf of the Issuer shall notify the Investment Manager of any Collateral Obligation that issubject to such Offer or such request. Unless the Notes have been accelerated following anEvent of Default, the Investment Manager may direct (i) the Trustee to accept or participate in ordecline or refuse to participate in such Offer and, in the case of acceptance or participation, torelease from the lien of this Indenture such Collateral Obligation in accordance with the terms ofthe Offer against receipt of payment therefor, or (ii) the Issuer or the Trustee to agree to orotherwise act with respect to such consent, waiver, amendment or modification; provided that inthe absence of any such direction, the Trustee shall not respond or react to such Offer or request.

As provided in Section 10.2(a), the Trustee shall deposit any proceeds(d)received by it from the disposition of an Asset in the applicable subaccount of the CollectionAccount, unless simultaneously applied to the purchase of additional Collateral Obligations orEligible Investments as permitted under and in accordance with the requirements of this Article X and Article XII.

The Trustee shall, upon receipt of an Issuer Order at such time as there are(e)no Secured Notes Outstanding and all obligations of the Co-Issuers hereunder have beensatisfied, release any remaining Assets from the lien of this Indenture.

Any security, Collateral Obligation or amounts that are released pursuant(f)to Section 10.7(a), (b) or (c) shall be released from the lien of this Indenture.

Any amounts paid from the Payment Account to the Holders of the(g)Subordinated Notes in accordance with the Priority of Payments (other than Contributionsreinvested by Contribution) shall be released from the lien of this Indenture.

Reports by Independent Accountant. (a) Prior to the first PaymentSection 10.8Date, the Issuer shall appoint a firm of Independent certified public accountants of recognizedinternational reputation for the purposes described in this Section 10.8, which may be the firm of

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Independent certified public accountants that performs accounting services for the Issuer or theInvestment Manager. On or before each Payment Date, the Issuer shall cause to be delivered tothe Trustee and the Investment Manager an Accountants’ Report from such firm of Independentcertified public accountants (i) indicating that such firm has performed agreed upon proceduresto recalculate certain of the calculations within the Distribution Report applicable to suchPayment Date and (ii) listing the Aggregate Principal Balance of the Assets and the AggregatePrincipal Balance of the Collateral Obligations securing the Secured Notes as of the immediatelypreceding Determination Date; provided that in the event of a conflict between such firm ofIndependent certified public accountants and the Issuer with respect to any matter in this Section 10.8, the finding by such firm of Independent public accountants shall be conclusive. TheAccountants’ Report provided pursuant to this Section 10.8(a) shall not be provided to theRating Agencies nor shall it be posted on the 17g-5 Information Website.

Upon the written request of the Trustee or any Holder of a Subordinated(b)Notes, the Issuer will cause the firm of Independent certified public accountants appointedpursuant to Section 10.8(a) to provide any Holder of Subordinated Notes with all of theinformation required to be provided by the Issuer pursuant to Section 7.17 or to assist the Issuerin the preparation thereof. The information provided pursuant to this Section 10.8(b) shall not beprovided to the Rating Agencies nor shall it be posted on the 17g-5 Information Website.

In the event such firm of Independent certified public accountants requires(c)the Bank, in any of its capacities, or the Collateral Administrator to agree to the proceduresperformed by such firm, or execute an access letter or any agreement in order to access its report,the Issuer hereby directs the Bank and the Collateral Administrator to so agree or execute anysuch access letter or agreement, in form and substance acceptable to the Trustee or the CollateralAdministrator, as the case may be, which acknowledgement, agreement or access letter mayinclude, among other things, (i) acknowledgement regarding the sufficiency of the procedures tobe performed by the Independent accountants, (ii) releases by the Trustee (on behalf of itself andthe Holders and the Collateral Administrator) of claims against the Independent accountants andacknowledgement of other limitations of liability in favor of the Independent accountants, and(iii) restrictions or prohibitions on the disclosure of information or documents provided to it bysuch firm of Independent accountants (including to the Holders). It is understood and agreedthat the Bank or the Collateral Administrator, as the case may be, will deliver such letter oragreement in conclusive reliance on the foregoing direction of the Issuer, and neither the Banknor the Collateral Administrator shall make any inquiry or investigation as to, and shall have noobligation in respect of, the sufficiency, validity or correctness of such procedures.Notwithstanding the foregoing, in no event shall the Bank or the Collateral Administrator, as thecase may be, be required to execute any agreement in respect of the Independent accountants thatsuch party reasonably determines adversely affects it in its individual capacity. A Holder mayonly obtain such report directly from such accountants. Notwithstanding any provision in thisIndenture to the contrary, neither the Bank nor the Collateral Administrator shall have anyliability or responsibility for taking any action or omitting to take any action in accordance withthis Section 10.8(c).

Reports to Rating Agencies and Additional Recipients. In additionSection 10.9to the information and reports specifically required to be provided to each Rating Agencypursuant to the terms of this Indenture (with the exception of any Accountants’ Reports or other

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reports of any firm of Independent certified public accountants appointed pursuant to Section 10.8(a)), the Issuer shall provide each Rating Agency with all information or reports delivered tothe Trustee hereunder, and such additional information as either Rating Agency may from timeto time reasonably request (including notification to Moody’s and Fitch of any modification ofany loan document relating to a DIP Collateral Obligation or any release of collateral thereundernot permitted by such loan documentation and notification to Moody’s or Fitch, as applicable, ofany Specified Amendment, which notices to the applicable Rating Agency shall include a copyof such Specified Amendment and a brief summary of its purpose). So long as Fitch is ratingany Class of Notes at the request of the Issuer, within 10 Business Days after the Effective Date,together with each Monthly Report and on each Payment Date, the Issuer shall provide to Fitch,via e-mail in accordance with Section 14.3(a), with respect to each Collateral Obligation, thename of each obligor thereon and the CUSIP number thereof (if applicable). In accordance withSEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includesthe Accountants’ Effective Date Comparison AUP Report as an attachment, will be provided bythe Independent accountants to the Issuer who will post such Form 15-E on the 17g-5Information Website.

Procedures relating to the Establishment of Accounts Controlled Section 10.10by the Trustee. Notwithstanding anything else contained herein, the Trustee agrees that withrespect to each of the Accounts, it will cause each Securities Intermediary establishing suchaccounts to enter into a securities account control agreement and, if the Securities Intermediaryis the Bank, shall cause the Bank to comply with the provisions of such securities accountcontrol agreement. The Trustee shall have the right to open such subaccounts of any suchaccount as it deems necessary or appropriate for convenience of administration.

Section 3(c)(7) Procedures.Section 10.11

DTC Actions. The Issuer will direct DTC to take the following steps in(a)connection with the Global Notes (or such other appropriate steps regarding legends ofrestrictions on the Global Notes under Section 3(c)(7) of the Investment Company Act and Rule144A as may be customary under DTC procedures at any given time):

The Issuer will direct DTC to include the marker “3c7” in the DTC(i)20-character security descriptor and the 48-character additional descriptor for the GlobalNotes.

The Issuer will direct DTC to cause each physical deliver order ticket that(ii)is delivered by DTC to purchasers to contain the 20-character security descriptor. TheIssuer will direct DTC to cause each deliver order ticket that is delivered by DTC topurchasers in electronic form to contain a “3c7” indicator and a related user manual forparticipants. Such user manual will contain a description of the relevant restrictionsimposed by Section 3(c)(7).

On or prior to the Closing Date, the Issuer will instruct DTC to send a(iii)Section 3(c)(7) Notice to all DTC participants in connection with the offering of theGlobal Notes.

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

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

Bloomberg Screens, Etc. The Issuer will from time to time request all(vi)third-party vendors to include on screens maintained by such vendors appropriate legendsregarding restrictions on the Global Notes under Section 3(c)(7) of the InvestmentCompany Act and Rule 144A.

ARTICLE XI

APPLICATION OF MONIES

Disbursements of Monies from Payment Account.Section 11.1(a) Notwithstanding any other provision in this Indenture, the Notes or any other TransactionDocument to which it may be a party, but subject to the other subsections of this Section 11.1and to Section 13.1, on each Payment Date and on any Redemption Date, the Trustee shalldisburse amounts transferred from the Collection Account to the Payment Account pursuant toSection 10.2 in accordance with the following priorities (subject to the preceding clauses of thissentence and the following proviso, the “Priority of Payments”); provided that, unless anEnforcement Event has occurred and is continuing, (1) amounts transferred from the InterestCollection Subaccount shall be applied solely in accordance with Section 11.1(a)(i); and (2)amounts transferred from the Principal Collection Subaccount shall be applied solely inaccordance with Section 11.1(a)(ii).

On each Payment Date and on any Redemption Date (other than a(i)Redemption Date in connection with a Partial Redemption by Refinancing unless suchRedemption Date is also a Payment Date), unless an Enforcement Event has occurred andis continuing, Interest Proceeds on deposit in the Collection Account, to the extentreceived on or before the related Determination Date (or if such Determination Date isnot a Business Day, the next succeeding Business Day) and that are transferred into thePayment Account, shall be applied in the following order of priority:

to the payment of (1) first, franchise and similar taxes and(A)governmental fees (including registered office and annual return fees) owing bythe Issuer and the Co-Issuer, if any, and (2) second, the accrued and unpaidAdministrative Expenses, in the priority stated in the definition thereof, up to theAdministrative Expense Cap;

to the payment of the Senior Management Fee (including any(B)accrued and unpaid Senior Management Fee previously deferred pursuant to theInvestment Management Agreement) due and payable (including any accrued

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and unpaid interest thereon) to the Investment Manager, except to the extent thatthe Investment Manager (in its sole discretion) elects to treat such current SeniorManagement Fee as Deferred Senior Management Fees; provided that (i) noDeferred Senior Management Fee shall be payable pursuant to this clause (B) ifsuch payment would cause there to be insufficient funds to pay all amountsreferred to in clauses (C) and (D) below after the payment of such DeferredSenior Management Fee on such Payment Date and (ii) if the InvestmentManager elected to defer any portion of its Senior Management Fee on a priorPayment Date, the payment of the Deferred Senior Management Fee pursuant tothis clause (B) will include on such Payment Date, to the extent not deferred bythe Investment Manager, (x) if sufficient funds will be available to pay allamounts referred to in clauses (C) through (P) below after the payment of theDeferred Senior Management Fee on such Payment Date, the Deferred SeniorManagement Fee or (y) if sufficient funds will not be available to pay all amountsreferred to in clauses (C) through (P) below after the payment of the DeferredSenior Management Fee on such Payment Date, the portion of the DeferredSenior Management Fee corresponding to the aggregate of the amounts underclauses (C) through (P) below that were paid on any prior Payment Date and thatwould not have been paid on such prior Payment Date but for the elective deferralof the Senior Management Fee by the Investment Manager on such prior PaymentDate;

to the payment of accrued and unpaid interest on the Class A Notes(C)(including any defaulted interest);

to the payment of accrued and unpaid interest on the Class B Notes(D)(including any defaulted interest);

if either of the Class A/B Coverage Tests is not satisfied on the(E)related Determination Date, to make payments in accordance with the NotePayment Sequence to the extent necessary to cause all Class A/B Coverage Teststhat are applicable on such Payment Date to be satisfied on a pro forma basis aftergiving effect to all payments pursuant to this clause (E);

to the payment of accrued and unpaid interest (excluding Secured(F)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class C-1 Notes and the Class C-2 Notes, pro rata, allocated in proportionto the amount of accrued and unpaid interest on each such Class;

to the payment of any Secured Note Deferred Interest on the Class(G)C-1 Notes and the Class C-2 Notes, pro rata, allocated in proportion to theamounts of Secured Note Deferred Interest payable on each such Class;

if either of the Class C Coverage Tests is not satisfied on the(H)related Determination Date, to make payments in accordance with the NotePayment Sequence to the extent necessary to cause all Class C Coverage Tests

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that are applicable on such Payment Date to be satisfied on a pro forma basis aftergiving effect to all payments pursuant to this clause (H);

to the payment of accrued and unpaid interest (excluding Secured(I)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class D Notes;

the payment of any Secured Note Deferred Interest on the Class D(J)Notes;

if either of the Class D Coverage Tests is not satisfied on the(K)related Determination Date, to make payments in accordance with the NotePayment Sequence to the extent necessary to cause all Class D Coverage Teststhat are applicable on such Payment Date to be satisfied on a pro forma basis aftergiving effect to all payments pursuant to this clause (K);

to the payment of accrued and unpaid interest (excluding Secured(L)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class E Notes;

to the payment of any Secured Note Deferred Interest on the Class(M)E Notes;

if the Overcollateralization Ratio Test with respect to the Class E(N)Notes is not satisfied on the related Determination Date, to make payments inaccordance with the Note Payment Sequence to the extent necessary to cause theOvercollateralization Ratio Test with respect to the Class E Notes on suchPayment Date to be satisfied on a pro forma basis after giving effect to allpayments pursuant to this clause (N);

to the payment of accrued and unpaid interest (excluding Secured (O)Note Deferred Interest, but including interest on Secured Note Deferred Interest) on the Class F Notes;

to the payment of any Secured Note Deferred Interest on the Class (P)F Notes;

(O) if, as of any Payment Date following the Effective Date, an(Q)Effective Date Ratings Confirmation Failure has occurred and is continuing, tomake payments in accordance with the Note Payment Sequence in an amountsufficient to cause Moody’s to provide written confirmation (which may take theform of a press release or other written communication) of its ratings assigned onthe Closing Date to the Secured Notes;

(P) during the Reinvestment Period, if the Interest Diversion Test(R)is not satisfied on the related Determination Date, for deposit to the CollectionAccount as Principal Proceeds the lesser of (i) 50% of the remaining InterestProceeds after application of Interest Proceeds pursuant to clauses (A) through

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(O) above and (ii) the amount necessary to cause the Interest Diversion Test to besatisfied as of such Determination Date after giving effect to any payments madethrough this clause (PR);

(Q) to the payment of the accrued and unpaid Subordinated(S)Management Fee (including any Deferred Subordinated Management Fee) dueand payable (including any accrued and unpaid interest thereon) to the InvestmentManager;

(R) to the payment (in the same manner and order of priority stated(T)in the definition thereof) of any Administrative Expenses to the extent not paidpursuant to clause (A)(2) above due solely to the Administrative Expense Caplimitation contained therein;

(S) to pay the holders of the Subordinated Notes until the(U)Subordinated Notes have satisfied the Incentive Management Fee Threshold (or,during the Reinvestment Period, to the Supplemental Reserve Account, to theextent that any Contributor has directed that a Contribution in respect of itsSubordinated Notes be deposited on such Payment Date into the SupplementalReserve Account subject to the provisions of Section 11.1(e)); and

(T) any remaining Interest Proceeds to be paid (x) 20% to the(V)Investment Manager as part of the Incentive Management Fee payable on suchPayment Date; and (y) 80% to the Holders of the Subordinated Notes (or, in thecase of clause (y) only, during the Reinvestment Period, to the SupplementalReserve Account, to the extent that any Contributor has directed that aContribution in respect of its Subordinated Notes be deposited on such PaymentDate into the Supplemental Reserve Account subject to the provisions of Section 11.1(e)).

On each Payment Date and on any Redemption Date (other than a(ii)Redemption Date in connection with a Partial Redemption by Refinancing unless suchRedemption Date is also a Payment Date), unless an Enforcement Event has occurred andis continuing, Principal Proceeds on deposit in the Collection Account that are receivedon or before the related Determination Date and that are transferred to the PaymentAccount (which will not include (i) amounts required to meet funding requirements withrespect to Delayed Drawdown Collateral Obligations and Revolving CollateralObligations that are deposited in the Revolver Funding Account, (ii) during theReinvestment Period, Principal Proceeds that the Investment Manager intends to investin, or has already committed to the purchase of, Collateral Obligations during the nextInterest Accrual Period and (iii) after the Reinvestment Period, Unscheduled PrincipalPayments and/or proceeds from the sale of Credit Risk Obligations that will be used toreinvest in Substitute Obligations that the Issuer has already committed to purchase) shallbe applied in the following order of priority:

to pay the amounts referred to in clauses (A) through (OQ) of(A)Section 11.1(a)(i) (and in the same manner and order of priority stated therein),

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but only to the extent not paid in full thereunder; provided that payments under (i)clause (F) and clause (G) of Section 11.1(a)(i) will be made only to the extent theClass C Notes are the Controlling Class at such time, (ii) clause (I) and clause (J)of Section 11.1(a)(i) shall be made only to the extent the Class D Notes are theControlling Class at such time and, (iii) clause (L) and clause (M) of Section 11.1(a)(i) shall be made only to the extent the Class E Notes are the Controlling Class at such time and (iv) clause (O) and clause (P) of Section 11.1(a)(i) shall be made only to the extent the Class F Notes are the Controlling Class at such time;provided that, with respect to any payment to cure a Coverage Test failure, to theextent necessary to cause each applicable Coverage Test to be satisfied on a proforma basis after giving effect to any payments made pursuant to this clause (A);

(i) on any Redemption Date (other than in respect of a Special(B)Redemption), to the payment of the Redemption Price (as applicable) of theapplicable Notes in accordance with the Note Payment Sequence, and (ii) on anyother Payment Date, to make payments in the amount, if any, of the PrincipalProceeds that the Investment Manager has determined cannot be practicablyreinvested in additional Collateral Obligations, in accordance with the NotePayment Sequence;

(i) during the Reinvestment Period only, all remaining available(C)Principal Proceeds to the purchase of additional Collateral Obligations and, to theextent not so applied, to the Collection Account as Principal Proceeds to invest inEligible Investments (pending the purchase of additional Collateral Obligations)and (ii) after the Reinvestment Period, in the case of Unscheduled PrincipalPayments and sale proceeds of Credit Risk Obligations that in each case aredesignated for reinvestment by the Investment Manager, to the purchase ofSubstitute Obligations, subject to the Post-Reinvestment Period InvestmentCriteria, and, to the extent not so applied to the Collection Account as PrincipalProceeds to invest in Eligible Investments (pending the purchase of SubstituteObligations);

after the Reinvestment Period, to make payments in accordance(D)with the Note Payment Sequence;

to pay (i) first, the amounts referred to in clause (QS) and clause (E)(RT) of Section 11.1(a)(i) only to the extent not already paid (in the same mannerand order of priority stated therein) and (ii) second, to the Contributors (whetheror not any applicable Contributor continues on the date of such payment to holdall or any portion of such Subordinated Notes), any Contributions previouslymade by such Contributors and not previously paid pursuant to this clause (E),pro rata in accordance with the respective aggregate Contributions;

to pay the holders of the Subordinated Notes until the(F)Subordinated Notes have satisfied the Incentive Management Fee Threshold; and

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any remaining Principal Proceeds to be paid (x) 20% to the(G)Investment Manager as part of the Incentive Management Fee payable on suchPayment Date; and (y) 80% to the Holders of the Subordinated Notes.

On any Redemption Date in connection with a Partial Redemption by(iii)Refinancing (unless such Redemption Date is also a Payment Date), RefinancingProceeds (together with the Partial Refinancing Interest Proceeds available to pay theaccrued interest portion of the Redemption Price and any other amounts available to theIssuer and specified to be used for this purpose) shall be applied in the following order ofpriority:

to the extent such proceeds will be used to pay for expenses(A)incurred in connection with such Partial Redemption by Refinancing (asdetermined by the Investment Manager), to pay any such expenses;

to pay the Redemption Price (as applicable) of the applicable(B)Notes being refinanced in accordance with the Note Payment Sequence; and

any remaining proceeds from the Partial Redemption by(C)Refinancing to be deposited in the Collection Account as Principal Proceeds.

Notwithstanding the provisions of the foregoing Section 11.1(a)(i),(iv)Section 11.1(a)(ii) and Section 11.1(a)(iii), if a declaration of acceleration of the maturityof the Notes has occurred following an Event of Default and such declaration ofacceleration has not been rescinded (an “Enforcement Event”), on each date or datesfixed by the Trustee (each such date to occur on a Payment Date), proceeds in respect ofthe Assets will be applied in the following order of priority:

(1) first, to the payment of franchise and similar taxes and(A)governmental fees (including registered office and annual return fees) owing bythe Issuer or the Co-Issuer, if any, and (2) second, to the payment of the accruedand unpaid Administrative Expenses, in the priority stated in the definitionthereof, up to the Administrative Expense Cap; provided that following thecommencement of the liquidation of Assets pursuant to Article V, theAdministrative Expense Cap shall be disregarded;

to the payment of the Senior Management Fee due and payable(B)(including any accrued and unpaid interest thereon) to the Investment Manager;

to the payment of accrued and unpaid interest on the Class A Notes(C)(including any defaulted interest);

to the payment of principal of the Class A Notes;(D)

to the payment of accrued and unpaid interest on the Class B Notes(E)(including any defaulted interest);

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to the payment of principal of the Class B Notes;(F)

to the payment of accrued and unpaid interest (excluding Secured(iii)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class C-1 Notes and the Class C-2 Notes, pro rata, allocated in proportionto the amount of accrued and unpaid interest on each such Class;

to the payment of any Secured Note Deferred Interest on the Class(iv)C-1 Notes and the Class C-2 Notes, pro rata, allocated in proportion to theamounts of Secured Note Deferred Interest payable on each such Class;

to the payment of principal of the Class C-1 Notes and the Class(G)C-2 Notes, pro rata, allocated in proportion to the Aggregate OutstandingAmount of each such Class, until the Class C Notes have been paid in full;

to the payment of accrued and unpaid interest (excluding Secured(H)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class D Notes;

to the payment of any Secured Note Deferred Interest on the Class(I)D Notes;

to the payment of principal of the Class D Notes;(J)

to the payment of accrued and unpaid interest (excluding Secured(K)Note Deferred Interest, but including interest on Secured Note Deferred Interest)on the Class E Notes;

to the payment of any Secured Note Deferred Interest on the Class(L)E Notes;

to the payment of principal of the Class E Notes;(M)

to the payment of accrued and unpaid interest (excluding Secured (N)Note Deferred Interest, but including interest on Secured Note Deferred Interest) on the Class F Notes;

to the payment of any Secured Note Deferred Interest on the Class (O)F Notes;

to the payment of principal of the Class F Notes;(P)

(N) to the payment of the Subordinated Management Fee due and(Q)payable (including any accrued and unpaid interest thereon) to the InvestmentManager;

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(O) to the payment of (i) first, (in the same manner and order of(R)priority stated in the definition thereof) any Administrative Expenses not paidpursuant to Section 11.1(a)(iv)(A)(2) above due to the limitation containedtherein and (ii) second, to the Contributors (whether or not any applicableContributor continues on the date of such payment to hold all or any portion ofsuch Subordinated Notes), any Contributions previously made by suchContributors and not previously paid pursuant to this clause (QR) or pursuant toclause (E) of Section 11.1(a)(ii), pro rata in accordance with the respectiveaggregate Contributions;

(P) to pay the Holders of the Subordinated Notes until the(S)Subordinated Notes have satisfied the Incentive Management Fee Threshold; and

(Q) to pay the balance to the Investment Manager and the Holders(T)of the Subordinated Notes, such balance to be allocated as follows: (x) 20% tothe Investment Manager as the Incentive Management Fee payable on suchPayment Date; and (y) 80% to the Holders of the Subordinated Notes.

If on any Payment Date the amount available in the Payment Account is(b)insufficient to make the full amount of the disbursements required by the Distribution Report, theTrustee shall make the disbursements called for in the order and according to the priority setforth under Section 11.1(a) above, subject to Section 13.1, to the extent funds are availabletherefor.

In connection with the application of funds to pay Administrative(c)Expenses of the Issuer or the Co-Issuer, as the case may be, in accordance with Section 11.1(a)(i), Section 11.1(a)(ii), Section 11.1(a)(iii) and Section 11.1(a)(iv), the Trustee shall remitsuch funds, to the extent available, as directed and designated in an Issuer Order (which may bein the form of standing instructions, including standing instructions to pay AdministrativeExpenses in such amounts, priorities and to such entities as indicated in the Distribution Reportin respect of such Payment Date) delivered to the Trustee no later than the Business Day prior toeach Payment Date.

(i) The Investment Manager may, in its sole and absolute discretion, elect(d)to defer or reduce any portion of the Management Fee payable to it without the consent of anyHolders of the Notes, provided that any such election may be revoked by the InvestmentManager at any time and from time to time no later than two Business Days prior to the PaymentDate on which such revocation is to be effective. At the option of the Investment Manager, anyamount of such deferred fees may be invested in Eligible Investments until such amount is paidto the Investment Manager, or invested in Collateral Obligations for the benefit of the Holders ofthe Notes.

To the extent they are not paid when due on any Payment Date due to the(ii)operation of the Priority of Payments or as a result of an elective deferral or reduction bythe Investment Manager, the Senior Management Fee and the Subordinated ManagementFee will be deferred and will be payable on subsequent Payment Dates in accordance

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with the Priority of Payments, and, to the extent not paid when due on any Payment Datedue to the operation of the Priority of Payments (and not as the result of an electivedeferral or reduction by the Investment Manager), such Deferred Senior Management Feeor Deferred Subordinated Management Fee will bear interest at a rate per annum equal tothree-month LIBOR plus 3.00% for the period from (and including) the date on whichsuch Senior Management Fee or Subordinated Management Fee is due and payable to(but excluding) the date of payment thereof.

At any time during the Reinvestment Period, any Holder of Subordinated(e)Notes may notify the Issuer, the Paying Agent, the Trustee and the Investment Manager that itproposes to (i) make a cash contribution to the Issuer or (ii) solely with respect to a Holder ofNon-Clearing Agency Securities, designate as a contribution to the Issuer all or a specifiedportion of Interest Proceeds that would otherwise be distributed on a Payment Date to suchHolder pursuant to clause (SU) or clause (TV)(y) of Section 11.1(a)(i) (each proposedcontribution described above, a “Contribution”). In the case of a Contribution of the typedescribed under clause (ii) above, such Holder shall be required to provide notice of suchdesignated Contribution to the Issuer (with a copy to the Investment Manager and the Trustee)substantially in the form set forth in Exhibit I hereto no later than four Business Days prior to therelated Payment Date. The Investment Manager (in its sole discretion), will determine (onbehalf of the Issuer) (A) whether to accept any proposed Contribution and (B) the Permitted Useto which such proposed Contribution would be applied. The Investment Manager (on behalf ofthe Issuer) will provide written notice of such determination to the applicable Contributor(s)thereof (with a copy to the Trustee) and each such Contribution accepted by the InvestmentManager will be accepted by the Issuer. If such Contribution is accepted by the InvestmentManager (on behalf of the Issuer), it will be deposited by the Trustee at the direction of theInvestment Manager in the Supplemental Reserve Account, and applied to one or morePermitted Uses determined by the Investment Manager (on behalf of the Issuer). Amountsdeposited pursuant to clause (ii) above shall be deemed to constitute payment pursuant to clause (SU) or clause (TV)(y) of Section 11.1(a)(i) of the amounts designated thereunder for purposesof all distributions from the Payment Account to be made on such Payment Date and thecalculation of the Subordinated Notes Internal Rate of Return. Any amounts so deposited shallnot earn interest and shall not increase the Aggregate Outstanding Amount of the relatedSubordinated Notes. Unless retained by the Issuer at the direction of the applicable Contributor,Contributions will be paid to any applicable Contributor on the first subsequent Payment Date onwhich Principal Proceeds are available therefor as provided in Section 11.1(a)(ii) or on whichInterest Proceeds and Principal Proceeds are available therefor as provided in Section 11.1(a)(iv), as applicable. Any request of any Contributor under clause (ii) above shall specifythe percentage(s) of the amount(s) that such Contributor would otherwise be entitled to receiveon the applicable Payment Date in respect of distributions pursuant to clause (SU) or clause (TV)(y) of Section 11.1(a)(i) that such Contributor wishes the Trustee to deposit in theSupplemental Reserve Account. Promptly upon a Contribution being made in accordance withthis Section 11.1(c), the Trustee shall notify the Holders of each Class of Notes of the amount ofsuch Contribution and the related Permitted Use.

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ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONALCOLLATERAL OBLIGATIONS

Sales of Collateral Obligations. Subject to the satisfaction of theSection 12.1conditions specified in Section 12.3 and unless an Event of Default has occurred and iscontinuing (except for sales pursuant to Sections 12.1(a), (b), (c), (d) and (h)), the InvestmentManager on behalf of the Issuer may, but will not be required to (except as otherwise specified inthis Section 12.1), direct the Trustee to sell and the Trustee shall sell on behalf of the Issuer inthe manner directed by the Investment Manager any Collateral Obligation or Equity Security(which shall include the direct sale or liquidation of the equity interests of any Issuer Subsidiaryor assets held by an Issuer Subsidiary) if, as certified by the Investment Manager by delivery ofan Issuer Order, such sale meets the requirements of any one of paragraphs (a) through (i) of thisSection 12.1 (subject in each case to any applicable requirement of disposition under Section 12.1(i)). For purposes of this Section 12.1, the Sale Proceeds of a Collateral Obligation sold bythe Issuer shall include any Principal Financed Accrued Interest received in respect of such sale.

Credit Risk Obligations. The Investment Manager may direct the Trustee(a)to sell any Credit Risk Obligation at any time during or after the Reinvestment Period withoutrestriction.

Credit Improved Obligations. The Investment Manager may direct the(b)Trustee to sell any Credit Improved Obligation at any time during or after the ReinvestmentPeriod without restriction.

Defaulted Obligations. The Investment Manager may direct the Trustee to(c)sell any Defaulted Obligation at any time during or after the Reinvestment Period withoutrestriction. With respect to each Defaulted Obligation that has not been sold or terminatedwithin three years after becoming a Defaulted Obligation, the Market Value and PrincipalBalance of such Defaulted Obligation shall be deemed to be zero;

Equity Securities. The Investment Manager may direct the Trustee to sell(d)any Equity Security at any time during or after the Reinvestment Period without restriction, andshall (unless such Equity Security is required to be sold as set forth in Section 12.1(i) below orhas been transferred to an Issuer Subsidiary) use its commercially reasonable efforts to effect thesale of any Equity Security (other than an interest in an Issuer Subsidiary), regardless of price:

within 45 Business Days after receipt in the case of Equity Securities(i)received on the exercise of a conversion option relating to any Collateral Obligation (orwithin three years after receipt, if such Equity Security is (1) received upon theconversion of a Defaulted Obligation, or (2) received in an exchange initiated by theobligor to avoid bankruptcy);

within 45 days after receipt if such Equity Security constitutes Margin(ii)Stock, unless such sale is prohibited by applicable law or an applicable contractual

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restriction, in which case such Equity Security shall be sold as soon as such sale ispermitted by applicable law and not prohibited by such contractual restriction; and

within 18 months after receipt or after such security becoming an Equity(iii)Security if neither (i) nor (ii) above applies, unless such sale is prohibited by applicablelaw or an applicable contractual restriction, in which case such Equity Security shall besold as soon as such sale is permitted by applicable law and not prohibited by suchcontractual restriction;

provided that the Investment Manager on behalf of the Issuer shall use commercially reasonableefforts to effect the sale of each Equity Security within three years after receipt or after suchsecurity becoming an Equity Security, regardless of whether such Equity Security has beentransferred to an Issuer Subsidiary.

Optional Redemption. After the Issuer has notified the Trustee of an(e)Optional Redemption of the Notes in accordance with Section 9.2, the Investment Manager shalldirect the Trustee to sell (which sale may be through participation or other arrangement) all or aportion of the Collateral Obligations if the requirements of Article IX are satisfied. If any suchsale is made through participations, the Issuer shall use reasonable efforts to cause suchparticipations to be converted to assignments within six months after the sale.

Tax Redemption. After a Majority of an Affected Class or a Majority of(f)the Subordinated Notes has directed (by a written direction delivered to the Issuer and theTrustee) a Tax Redemption, the Issuer (or the Investment Manager on its behalf) shall direct theTrustee to sell (which sale may be through participation or other arrangement) all or a portion ofthe Collateral Obligations if the requirements of Article IX are satisfied. If any such sale is madethrough participations, the Issuer shall use reasonable efforts to cause such participations to beconverted to assignments within six months after the sale.

Discretionary Sales. The Investment Manager may direct the Trustee to(g)sell any Collateral Obligation at any time (other than during any Restricted Trading Period) if (i)after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations soldas described in this Section 12.1(g) during the preceding period of 12 calendar months (or, forthe first 12 calendar months after the Closing Date, during the period commencing on theClosing Date) is not greater than 2530% of the Collateral Principal Amount as of the first day ofsuch 12 calendar month period (or as of the Closing Date, as the case may be) and (ii) either:

solely during the Reinvestment Period, the Investment Manager(A)reasonably believes prior to such sale that within 30 Business Days after such saleit will be able to enter into binding commitments to reinvest all or a portion of theproceeds of such sale in additional Collateral Obligations with an InvestmentCriteria Adjusted Balance at least equal to the Investment Criteria AdjustedBalance of such Collateral Obligation sold; or

after giving effect to such sale, the Aggregate Principal Balance of(B)all Collateral Obligations (excluding the Collateral Obligation being sold butincluding, without duplication, the Collateral Obligations being purchased and the

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anticipated cash proceeds of such sale that are not applied to the purchase of suchadditional Collateral Obligations) plus, without duplication, the amounts ondeposit in the Collection Account and the Ramp-Up Account (including EligibleInvestments therein) representing Principal Proceeds, will be (1) at least equal tothe Reinvestment Target Par Balance or (2) maintained or increased (whencompared to such amount immediately prior to such sale);

provided that for purposes of determining the percentage of Collateral Obligations sold during any such period, the amount of Collateral Obligations so sold shall be reduced to the extent of any purchases of (or irrevocable commitments to purchase) Collateral Obligations of the same Obligor (which are pari passu or senior to such sold Collateral Obligations) occurring within 45 Business Days after such sale, so long as any such sale of a Collateral Obligation was entered into with the intention of purchasing such Collateral Obligations of the same Obligor; and

Unsalable Assets. After the Reinvestment Period at the express written(h)direction and discretion of the Investment Manager, the Trustee, at the expense of the Issuer,shall conduct an auction of Unsalable Assets in accordance with the following procedures.Promptly after receipt of any such direction, the Trustee shall forward a notice (prepared by theInvestment Manager on behalf of the Issuer) to the Holders (and, for so long as any Notes ratedby Fitch and/or Moody’s are Outstanding, Fitch and/or Moody’s, as applicable) of an auction,setting forth in reasonable detail a description of each Unsalable Asset and the following auctionprocedures: (i) any Holder of Notes may no later than the date specified in the auction notice(which shall be at least 15 Business Days after the date of such notice), submit a written bid topurchase one or more Unsalable Assets; (ii) each bid must include an offer to purchase for aspecified amount of Cash on a proposed settlement date no later than 20 Business Days after thedate of the auction notice; (iii) if no Holder submits such a bid, unless delivery in kind is notlegally or commercially practicable, the Trustee shall provide notice (prepared by the InvestmentManager on behalf of the Issuer) thereof to each Holder and offer to deliver (at the expense ofthe Issuer and at no cost to the Holders or the Trustee) a pro rata portion of each unsoldUnsalable Asset to the Holders of the most senior Class that provide delivery instructions to theTrustee on or before the date specified in such notice, subject to minimum denominations andapplicable law. To the extent that minimum denominations and applicable law do not permit apro rata distribution, the Investment Manager shall identify and the Trustee shall distribute theUnsalable Assets on a pro rata basis to the extent possible pursuant to the express writtendirection of the Investment Manager (on behalf of the Issuer) and the Investment Manager shallselect by lottery the Holder to whom the remaining amount shall be delivered. The Trustee shalluse commercially reasonable efforts to effect delivery of such interests in the Unsalable Asset inaccordance with the express written direction of the Investment Manager (on behalf of theIssuer). For the avoidance of doubt, any such delivery to the Holders shall not operate to reducethe principal amount of the related Class of Notes held by such Holders; and (iv) if no suchHolder provides delivery instructions to the Trustee, the Trustee shall promptly notify theInvestment Manager and offer to deliver (at the expense of the Issuer and at no cost to theTrustee) the Unsalable Asset to the Investment Manager. If the Investment Manager declinessuch offer, the Trustee shall (at the expense of the Issuer) take such action as directed in writingby the Investment Manager (on behalf of the Issuer) to dispose of the Unsalable Asset, which

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may be by donation to a charity, abandonment or other means specified in such direction. Anysale of an Unsalable Asset shall be on an “as is, where is” basis and without any recourse to theTrustee, the Investment Manager or the Issuer. The Trustee shall have no obligations under thisSection 12.1(i) other than to use its commercially reasonable efforts to follow the InvestmentManager’s direction and shall have no liability for the results of any Sale or disposition ofUnsalable Assets pursuant hereto.

The Investment Manager (on behalf of the Issuer) will use its(i)commercially reasonable efforts to effect the sale or other disposition of any asset (including, butnot limited to Collateral Obligations and Eligible Investments) in a prompt manner if the Issuer’scontinued ownership of such asset would, in the sole reasonable determination of the InvestmentManager, cause the Issuer to be a “covered fund” under the Volcker Rule.

Purchase of Additional Collateral Obligations. On any date duringSection 12.2the Reinvestment Period, subject to the Investment Criteria and the other requirements in thisIndenture, the Investment Manager on behalf of the Issuer may, but will not be required to, directthe Trustee to invest Principal Proceeds (including Contributions designated as PrincipalProceeds), proceeds of additional notes issued pursuant to Section 2.12 and 3.2, amounts ondeposit in the Ramp-Up Account and accrued interest received with respect to any CollateralObligation to the extent used to pay for accrued interest on additional Collateral Obligations, andthe Trustee shall invest such Principal Proceeds and other amounts in accordance with suchdirection. On any date after the Reinvestment Period, subject to the requirements in thisIndenture, the Investment Manager on behalf of the Issuer may, but will not be required to, directthe Trustee to invest Unscheduled Principal Payments and proceeds from the sale of Credit RiskObligations in Substitute Obligations so long as (i) such investment occurs within the longer of(x) 45 calendar days after the Issuer’s receipt of the aforementioned proceeds and (y) the last dayof the related Collection Period, (ii) the Investment Criteria are satisfied, (iii) solely in the caseof Substitute Obligations arising from Unscheduled Principal Payments, the Aggregate PrincipalBalance of such Substitute Obligations equals or exceeds the amount of the UnscheduledPrincipal Payments, (iv) eachthe Substitute ObligationObligations shall have the same or higherMoody’s Default Probability Rating as the Credit Risk ObligationObligations or CollateralObligationObligations as to which the Unscheduled Principal Payments were received, asapplicable, (v) eachthe Substitute ObligationObligations shall have a stated maturity that is thesame as or earlier than the stated maturity of the Credit Risk ObligationObligations or CollateralObligationObligations as to which the Unscheduled Principal Payments were received, asapplicable, (vi) each Coverage Test is satisfied after giving effect to the investment in theSubstitute Obligations and (vii) a Restricted Trading Period is not then in effect (suchrequirements in clauses (i) through (vii), the “Post-Reinvestment Period Investment Criteria”).

Except as described in the preceding paragraph, after the Reinvestment Period,the Investment Manager shall not direct the Trustee to invest any amounts on behalf of the Issuerunless (x) consent thereto has been obtained from Holders of Notes evidencing 100% of theAggregate Outstanding Amount of each Class of Notes and (y) each Rating Agency and theTrustee has been notified of such investment; provided that in accordance with Section 12.2(c),Cash on deposit in any Account (other than the Payment Account) may be invested in EligibleInvestments following the Reinvestment Period.

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Notwithstanding anything else in this Indenture to the contrary, as a condition toany purchase of a Substitute Obligation after the Reinvestment Period, on the last day of theReinvestment Period and on each day thereafter, the balance in the Principal CollectionSubaccount after giving effect to all expected debits and credits in connection with any purchaseand all other sales and purchases (as applicable) previously or simultaneously committed to butwhich have not settled shall not be a negative amount.

Investment Criteria. No obligation may be purchased by the Issuer unless(a)each of the following conditions is satisfied as of the date the Investment Manager commits onbehalf of the Issuer to make such purchase, in each case after giving effect to such purchase andall other sales or purchases previously or simultaneously committed to; provided that theconditions set forth in clauses (vi) and (vii) below need only be satisfied with respect topurchases of Collateral Obligations occurring on or after the Effective Date:

such obligation is a Collateral Obligation;(i)

such obligation is not as of such date a Credit Risk Obligation or(ii)Defaulted Obligation as determined by the Investment Manager;

such obligation is not, by its terms, convertible into or exchangeable for(iii)Equity Securities, or attached with a warrant to purchase Equity Securities;

if the commitment to make such purchase occurs on or after the Effective(iv)Date (or, in the case of the Interest Coverage Tests, on or after the Interest CoverageEffective Date), (1) each Coverage Test will be satisfied, or if not satisfied, suchCoverage Test will be maintained or improved and (2) if each Coverage Test is notsatisfied, the Principal Proceeds received in respect of any Defaulted Obligation or theproceeds of any sale of a Defaulted Obligation pursuant to Section 12.1(c) above shallnot be reinvested in additional Collateral Obligations;

(1) in the case of an additional Collateral Obligation purchased with the(v)proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (A)the Aggregate Principal Balance of all additional Collateral Obligations purchased withthe proceeds from such sale will at least equal the Sale Proceeds from such sale, (B) theAggregate Principal Balance of the Collateral Obligations will be maintained orincreased (when compared to the Aggregate Principal Balance of the CollateralObligations immediately prior to such sale) or (C) the Aggregate Principal Balance of allCollateral Obligations (excluding the Collateral Obligation being sold but including,without duplication, the Collateral Obligation being purchased and the anticipated cashproceeds, if any, of such sale that are not applied to the purchase of such additionalCollateral Obligation) plus, without duplication, the amounts on deposit in the CollectionAccount and the Ramp-Up Account (including Eligible Investments therein) representingPrincipal Proceeds, will be (i) at least equal to the Reinvestment Target Par Balance or(ii) maintained or increased (when compared to such amount immediately prior to suchsale) and (2) in the case of any other purchase of additional Collateral Obligationspurchased with the proceeds from the sale of a Collateral Obligation, either (A) the

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Aggregate Principal Balance of the Collateral Obligations will be maintained orincreased (when compared to the Aggregate Principal Balance of the CollateralObligations immediately prior to such sale) or (B) the Aggregate Principal Balance of allCollateral Obligations (excluding the Collateral Obligation being sold but including,without duplication, the Collateral Obligation being purchased and the anticipated cashproceeds, if any, of such sale that are not applied to the purchase of such additionalCollateral Obligation) plus, without duplication, the amounts on deposit in the CollectionAccount and the Ramp-Up Account (including Eligible Investments therein) representingPrincipal Proceeds, will be (i) at least equal to the Reinvestment Target Par Balance or(ii) maintained or increased (when compared to such amount immediately prior to suchsale);

either (1) each requirement or test, as the case may be, of the(vi)Concentration Limitations and the Collateral Quality Test will be satisfied or (2) if anysuch requirement or test was not satisfied immediately prior to such investment, suchrequirement or test will be maintained or improved after giving effect to the investment;

with respect to all additional Collateral Obligations purchased during the(vii)Reinvestment Period and expected to settle after the Reinvestment Period, the InvestmentManager, in its reasonable commercial judgment, expects that Collateral Obligationsrepresenting not less than 95% of the Aggregate Principal Balance of all such CollateralObligations will settle no later than 45 Business Days after the applicable trade datethereof; and

except in the case of the purchase of a Substitute Obligation, the date on(viii)which the Issuer (or the Investment Manager on its behalf) commits to purchase suchCollateral Obligation occurs during the Reinvestment Period.

During the Reinvestment Period, following the sale of any Credit ImprovedObligation or any discretionary sale of a Collateral Obligation, the Investment Manager shall useits reasonable efforts to purchase additional Collateral Obligations within 30 Business Days aftersuch sale; provided that any such purchase must comply with the requirements of this Section 12.2.

The Issuer (or the Investment Manager on the Issuer’s behalf) may vote in favorof a Maturity Amendment only if, as determined by the Investment Manager, after giving effectto such Maturity Amendment, the Stated Maturity of the new Collateral Obligation is not laterthan the Stated Maturity of the Notes. In addition, after the Reinvestment Period, the InvestmentManager may not vote in favor of a Maturity Amendment, unless either (1)(A) the WeightedAverage Life Test is satisfied after giving effect to the Maturity Amendment or, if the WeightedAverage Life Test was not satisfied immediately prior to giving effect to such MaturityAmendment, the level of compliance with the Weighted Average Life Test will be improved ormaintained after giving effect to such Maturity Amendment (after taking into account anyTrading Plan) or (B) the Maturity Amendment is necessary in the commercially reasonablejudgment of the Investment Manager to prevent a Collateral Obligation from becoming aDefaulted Obligation within three months and, after giving effect to the Maturity Amendment,the Aggregate Principal Balance of Collateral Obligations subject to Maturity Amendments

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consented to by the Issuer (or the Investment Manager on the Issuer’s behalf) based on thisclause (B) (measured cumulatively from the ClosingRefinancing Date to such date ofdetermination) does not exceed 10% of the Collateral Principal Amount as of such date or (2) theInvestment Manager uses commercially reasonable efforts to sell the extended CollateralObligation within 30 Business Days of the Maturity Amendment becoming effective.

Not later than the Business Day immediately preceding the end of theReinvestment Period, the Investment Manager on behalf of the Issuer shall deliver to the Trusteea schedule of Collateral Obligations purchased by the Issuer with respect to which purchases thetrade date has occurred but the settlement date has not yet occurred, deliver a schedule ofPrincipal Proceeds, including sources, to the Trustee and shall certify (which certification will bedeemed to be provided upon the delivery of such schedule) to the Trustee that sufficientPrincipal Proceeds are available (including for this purpose, cash on deposit in the PrincipalCollection Subaccount as well as any Principal Proceeds that will be received by the Issuer fromthe sale of Collateral Obligations for which the trade date has already occurred but the settlementdate has not yet occurred) to effectuate the settlement of such Collateral Obligations. TheTrustee shall post such schedule of Collateral Obligations and schedule of Principal Proceedsprovided by the Investment Manager to the website set forth in Section 10.6(g).

Certification by Investment Manager. Not later than the Subsequent(b)Delivery Date for any Collateral Obligation purchased in accordance with this Section 12.2, theInvestment Manager shall deliver to the Trustee and the Collateral Administrator an Issuer Ordercertifying that such purchase complies with this Section 12.2 and Section 12.3 (whichcertification should be deemed to be made upon the delivery of an Issuer Order or other writtendirection (or trade confirmation) in respect of such purchase).

Investment in Eligible Investments. Cash on deposit in any Account(c)(other than the Payment Account) may be invested at any time in Eligible Investments inaccordance with Article X.

Conditions Applicable to All Sale and Purchase Transactions.Section 12.3(a) Any transaction effected under this Article XII or in connection with the acquisition ofadditional Collateral Obligations shall be conducted on an arm’s length basis and, if effectedwith a Person Affiliated with the Investment Manager (or with an account or portfolio for whichthe Investment Manager or any of its Affiliates serves as investment adviser), shall be effected inaccordance with the requirements of Section 5 of the Investment Management Agreement onterms no less favorable to the Issuer than would be the case if such Person were not so Affiliated,provided that the Trustee shall have no responsibility to oversee compliance with this clause (a)by the other parties.

Upon any acquisition of a Collateral Obligation pursuant to this Section (b)12, all of the Issuer’s right, title and interest to the Asset or Assets shall be Granted to theTrustee pursuant to this Indenture, such Asset or Assets shall be Delivered to the Custodian, and,if applicable, the Custodian shall receive such Asset or Assets. The Trustee shall also receive,not later than the Subsequent Delivery Date, an Issuer Order containing the statements set forthin Section 3.1(a)(ix); provided that such requirement shall be satisfied, and such statements shallbe deemed to have been made by the Issuer, in respect of such acquisition by the delivery to the

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Trustee of a written direction or trade confirmation in respect thereof that is signed by anAuthorized Officer of the Investment Manager.

Notwithstanding anything contained in this Article XII to the contrary and(c)without limiting the right to make any other permitted purchases or sales, the Issuer shall havethe right to effect any sale of any Asset or purchase of any Collateral Obligation (x) that has beenconsented to by Holders or beneficial owners of the Notes evidencing (i) with respect topurchases during the Reinvestment Period and sales during or after the Reinvestment Period, atleast 75% of the Aggregate Outstanding Amount of each Class of Secured Notes and at least75% of the Aggregate Outstanding Amount of the Subordinated Notes and (ii) with respect topurchases after the Reinvestment Period, 100% of the Aggregate Outstanding Amount of eachClass of Notes and (y) of which each Rating Agency and the Trustee has been notified.

ARTICLE XIII

NOTEHOLDERS’ RELATIONS

Subordination. (a) Anything in this Indenture or the Notes to theSection 13.1contrary notwithstanding, the Holders of each Class of Notes that constitute a Junior Class agreefor the benefit of the Holders of the Notes of each Priority Class with respect to such JuniorClass that such Junior Class shall be subordinate and junior to the Notes of each such PriorityClass to the extent and in the manner set forth in this Indenture. If any Event of Default has notbeen cured or waived and acceleration occurs and is not waived in accordance with Article V,including as a result of an Event of Default specified in Section 5.1(e) or (f), each Priority Classshall be paid in full in Cash or, to the extent a Majority of such Class consents, other than inCash, before any further payment or distribution of any kind is made on account of any JuniorClass with respect thereto, in accordance with Section 11.1(a)(iv); provided that,notwithstanding the foregoing, Noteholders evidencing 100% of the Aggregate OutstandingAmount of the Class A Notes must consent to be paid other than in Cash.

In the event that, notwithstanding the provisions of this Indenture, any(b)Holder of Notes of any Junior Class shall have received any payment or distribution in respect ofsuch Notes contrary to the provisions of this Indenture, then, unless and until each Priority Classwith respect thereto shall have been paid in full in Cash or, to the extent a Majority of suchPriority Class consents, other than in Cash in accordance with this Indenture, such payment ordistribution shall be received and held in trust for the benefit of, and shall forthwith be paid overand delivered to, the Trustee, which shall pay and deliver the same to the Holders of theapplicable Priority Class(es) in accordance with this Indenture; provided that if any suchpayment or distribution is made other than in Cash, it shall be held by the Trustee as part of theAssets and subject in all respects to the provisions of this Indenture, including this Section 13.1.

Each Holder of Notes of any Junior Class agrees with all Holders of the(c)applicable Priority Classes that such Holder of Junior Class Notes shall not demand, accept, orreceive any payment or distribution in respect of such Notes in violation of the provisions of thisIndenture including, without limitation, this Section 13.1; provided that after a Priority Class hasbeen paid in full, the Holders of the related Junior Class or Classes shall be fully subrogated to

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the rights of the Holders of such Priority Class. Nothing in this Section 13.1 shall affect theobligation of the Issuer to pay Holders of any Junior Class of Notes.

The Holders and beneficial owners of each Class of Notes agree, for the(d)benefit of all Holders and beneficial owners of each Class of Notes, to comply with and besubject to Section 5.4(d).

Standard of Conduct. In exercising any of its or their voting rights,Section 13.2rights to direct and consent or any other rights as a Holder under this Indenture, a Holder orHolders shall not have any obligation or duty to any Person or to consider or take into accountthe interests of any Person and shall not be liable to any Person for any action taken by it or themor 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, theIssuer, or any other Person, except for any liability to which such Holder may be subject to theextent the same results from such Holder’s taking or directing an action, or failing to take ordirect an action, in bad faith or in violation of the express terms of this Indenture.

Information regarding Holders. (a) The Trustee shall provide toSection 13.3the Issuer and the Investment Manager upon reasonable request all reasonably availableinformation (other than privileged or confidential information) in the possession of the Trusteeas a result of it serving in such capacity and specifically requested by the Issuer or theInvestment Manager in connection with regulatory matters, including any information that isnecessary or advisable in order for the Issuer or the Investment Manager (or its parent orAffiliates) to comply with regulatory requirements, including, for the avoidance of doubt,FATCA. The Trustee shall provide to the Issuer and the Investment Manager upon request a listof Holders (including beneficial owners (to the extent such beneficial owners have not prohibitedsuch disclosure) who have provided the Trustee with a beneficial holder certificate for anypurpose). The Trustee shall obtain and provide to the Issuer and the Investment Manager uponrequest a list of Agent Members holding positions in the Notes at the cost of the Issuer as anAdministrative Expense to the extent funds are available to pay such expense. The Trustee shallhave no liability for the disclosure of any such information or, subject to its duties under thisIndenture, the accuracy thereof.

Each purchaser of Notes, by its acceptance of an interest, agrees to(b)provide to the Issuer (or agents acting on its behalf) and the Investment Manager all informationreasonably available to it that is reasonably requested by the Investment Manager in connectionwith regulatory matters, including any information that is necessary or advisable in order for theInvestment Manager (or its parent or Affiliates) to comply with regulatory requirementsapplicable to the Investment Manager from time to time.

ARTICLE XIV

MISCELLANEOUS

Form of Documents Delivered to Trustee. In any case whereSection 14.1several 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

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such Person, or that they be so certified or covered by only one document, but one such Personmay certify or give an opinion with respect to some matters and one or more other such Personsas to other matters, and any such Person may certify or give an opinion as to such matters in oneor several documents.

Any certificate or opinion of an Officer of the Issuer, the Co-Issuer or theInvestment Manager may be based, insofar as it relates to legal matters, upon a certificate oropinion of, or representations by, counsel (provided that such counsel is a nationally orinternationally recognized and reputable law firm one or more of the partners of which areadmitted to practice before the highest court of any State of the United States or the District ofColumbia (or the Cayman Islands, in the case of an opinion relating to the laws of the CaymanIslands), which law firm may, except as otherwise expressly provided in this Indenture, becounsel for the Issuer or the Co-Issuer), unless such Officer knows, or should know that thecertificate or opinion or representations with respect to the matters upon which such certificateor opinion is based are erroneous. Any such certificate of an Officer of the Issuer, Co-Issuer orthe Investment Manager or Opinion of Counsel may be based, insofar as it relates to factualmatters, upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer, theInvestment Manager or any other Person, stating that the information with respect to such factualmatters is in the possession of the Issuer, the Co-Issuer, the Investment Manager or such otherPerson, unless such Officer of the Issuer, Co-Issuer or the Investment Manager or such counselknows that the certificate or opinion or representations with respect to such matters areerroneous. 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 Investment Manager, theIssuer or the Co-Issuer, stating that the information with respect to such matters is in thepossession of the Investment Manager, the Issuer or the Co-Issuer, unless such counsel knowsthat the certificate or opinion or representations with respect to such matters are erroneous.

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

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

Acts of Holders. (a) Any request, demand, authorization,Section 14.2direction, notice, consent, waiver or other action provided by this Indenture to be given or takenby Holders may be embodied in and evidenced by one or more instruments of substantiallysimilar 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 suchinstrument 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 andevidenced thereby) are herein sometimes referred to as an “Act” or the “Act of the Holders”

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signing such instrument or instruments. Proof of execution of any such instrument or of awriting appointing any such agent shall be sufficient for any purpose of this Indenture andconclusive in favor of the Trustee and the Co-Issuers, if made in the manner provided in thisSection 14.2.

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

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

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

Notices, Etc., to Trustee, the Co-Issuers, the Investment Manager, Section 14.3the Initial Purchaser, the Collateral Administrator, the Paying Agent, the Administrator, Each Rating Agency and the Irish Listing AgentCayman Islands Stock Exchange. (a) Any request,demand, authorization, direction, instruction, order, notice, consent, waiver or Act of Holders orbeneficial owners or other documents provided or permitted by this Indenture to be made upon,given, delivered, e-mailed or furnished to, or filed with:

the Trustee shall be sufficient for every purpose hereunder if made, given,(i)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, byelectronic mail, or by facsimile in legible form, addressed to it at its applicable CorporateTrust Office, or at any other address previously furnished in writing to the other partieshereto by the Trustee, and executed by an Authorized Officer of the entity sending suchrequest, demand, authorization, direction, instruction, order, notice, consent, waiver orother document, provided that any demand, authorization, direction, instruction, order,notice, consent, waiver or other document sent to Citibank, N.A. (in any capacityhereunder) will be deemed effective only upon receipt thereof by Citibank, N.A.;

the Co-Issuers shall be sufficient for every purpose hereunder (unless(ii)otherwise herein expressly provided) if in writing and mailed, first class postage prepaid,hand delivered, sent by overnight courier service or by facsimile in legible form, to theIssuer addressed to it at c/o MaplesFS Limited, P.O. Box 1093 Boundary Hall, CricketSquare, Grand Cayman, KY1-1102, Cayman Islands, Attention: The Directors, facsimileno.: (345) 945-7100, telephone no.: (345) 945-7099, email: [email protected], or tothe Co-Issuer addressed to it at c/o Maples Fiduciary Services (Delaware) Inc., 4001Kennett Pike, Suite 302, Wilmington, Delaware 19807, USA, telephone no. +1 (302)338-9130 or at any other address previously furnished in writing to the other partieshereto by the Issuer or the Co-Issuer, as the case may be, with a copy to the InvestmentManager at its address below;

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the Investment Manager shall be sufficient for every purpose hereunder if(iii)in writing and mailed, first class postage prepaid, hand delivered, sent by overnightcourier service in legible form, to the Investment Manager addressed to it at BlackRockFinancial Management, Inc., 55 East 52nd Street, New York, NY 10055, Attention: PeterS. Hirsh, with email copies to [email protected] [email protected], or at any other address previously furnished in writing tothe parties hereto;

the Initial Purchaser shall be sufficient for every purpose hereunder if in(iv)writing and mailed, first class postage prepaid, hand delivered, sent by overnight courierservice or by telecopy in legible form, addressed to it at 11 Madison Avenue, New York,New York 10010, Attention: CLO Group, facsimile No. (212) 743-5484, or at any otheraddress subsequently furnished in writing to the Co-Issuers and the Trustee by the InitialPurchaser;

the Collateral Administrator shall be sufficient for every purpose(v)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 guaranteeingnext day delivery, by electronic mail, or by facsimile in legible form, addressed to it atVirtus Group, LP, 1301 Fannin Street, 17th Floor, Houston, Texas 77002, Re.: MagnetiteXVI, Limited, facsimile no. 866-816-3203, or at any other address previously furnishedin writing to the parties hereto;

the Rating Agencies shall be sufficient for every purpose hereunder(vi)(unless otherwise herein expressly provided) if in writing and in the case of Moody’s,mailed, first class postage prepaid, hand delivered, sent by overnight courier service toMoody’s Investors Service, Inc., 7 World Trade Center at 250 Greenwich Street, NewYork, New York, 10007, Attention: CBO/CLO Monitoring or by email [email protected] and in the case of Fitch, by email [email protected];

the Irish Listing AgentCayman Islands Stock Exchange shall be sufficient(vii)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 courierservice guaranteeing next day delivery or by facsimile in legible form, to the Irish Listing Agent addressed to it at Maples and Calder, 75 St. Stephen’s Green, Dublin 2, Ireland, or by email to [email protected] or at any other address previously furnished in writing to the other parties hereto by the Irish Listing AgentCayman Islands Stock Exchange addressed to it at PO Box 2408, Grand Cayman KY1-1105, Cayman Islands, Telephone: +1 345-945-6060, Fax: +1345-945-6061, Email: [email protected], or as otherwise required by the guidelines of the Cayman Islands Stock Exchange; and

the Administrator shall be sufficient for every purpose hereunder if made,(viii)given, furnished or filed in writing to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing next daydelivery or by facsimile in legible form, to the Administrator addressed to it at MaplesFS

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Limited, P.O. Box 1093 Boundary Hall, Cricket Square, Grand Cayman, KY1-1102,Cayman Islands, Attention: Magnetite XVI, Limited.

The Bank (in each of its capacities) agrees to accept and act upon(b)instructions or directions pursuant to this Indenture or any other Transaction Document sent byunsecured email of .pdf or similar files, facsimile transmission or other similar unsecuredelectronic methods of .pdf or similar files; provided, however, that any Person providing suchinstructions or directions shall provide to the Bank an incumbency certificate listing AuthorizedOfficers designated to provide such instructions or directions, which incumbency certificate shallbe amended whenever a Person is added or deleted from the listing. If such Person elects to givethe Bank email or facsimile instructions (or instructions by a similar electronic method) and theBank in its discretion elects to act upon such instructions, the Bank’s reasonable understandingof 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 compliancewith such instructions notwithstanding such instructions conflicting with or being inconsistentwith a subsequent written instruction and shall not be liable for any Person’s use of electronicmethods to submit instructions and directions to the Bank.

In the event that any provision in this Indenture calls for any notice or(c)document to be delivered simultaneously to the Trustee and any other person or entity, theTrustee’s receipt of such notice or document shall entitle the Trustee to assume that such noticeor document was delivered to such other person or entity unless otherwise expressly specifiedherein.

Notwithstanding any provision to the contrary contained herein or in any(d)agreement or document related thereto, any report, statement or other information required to beprovided by the Issuer or the Trustee (except information required to be provided to the Irish Stock Exchange) may be provided by providing access to a website containing such information.

Notices to Holders; Waiver. Except as otherwise expresslySection 14.4provided herein, where this Indenture provides for notice to Holders of any event,

such notice shall be sufficiently given to Holders if in writing and mailed,(a)first class postage prepaid, to each Holder affected by such event, at the address of such Holderas it appears in the Register (or, in the case of Holders of Global Notes, emailed to DTC fordistribution to each Holder affected by such event and posted to the Trustee’s website), notearlier than the earliest date and not later than the latest date, prescribed for the giving of suchnotice;

for so long as any Notes are listed on the IrishCayman Islands Stock(b)Exchange and the guidelines of the IrishCayman Islands Stock Exchange so require, notices tothe Holders of such Notes shall also be sent to the IrishCayman Islands Stock Exchange; and

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

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 noticethat it is requesting that notices to it be given by electronic mail or by facsimile transmissionsand 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 sorequested; provided that if such notice also requests that notices be given by mail, then suchnotice shall also be given by mail in accordance with clause (a) above.

Subject to the Trustee’s rights under Section 6.3(e), the Trustee will deliver to theHolders any information or notice relating to this Indenture requested to be so delivered by atleast 25% of the Holders of any Class of Notes (by Aggregate Outstanding Amount), at theexpense of the Issuer; provided that nothing herein shall be construed to obligate the Trustee todistribute any notice that the Trustee reasonably determines to be contrary to the terms of thisIndenture or its duties and obligations hereunder or applicable law. The Trustee may require therequesting Holders to comply with its standard verification policies in order to confirmNoteholder status.

Subject to the Trustee’s rights under Section 6.3(e), any Holder may deliver to theTrustee in writing a notice (any such notice, a “Holder Notice”) which the Trustee shall deliverto all Holders of any Class directed by the Holder delivering the Holder Notice to the Trustee; provided that nothing herein shall be construed to obligate the Trustee to distribute any noticethat the Trustee reasonably determines to be contrary to the terms of this Indenture or its dutiesand obligations hereunder or applicable law. The Trustee may require the requesting Holders tocomply with its standard verification policies in order to confirm Noteholder status. Any suchdelivery by the Trustee shall be conducted as quickly as commercially feasible. Any related costsassociated with up to three such communications in any twelve month period shall be borne bythe Issuer as Administrative Expenses and related costs associated with any additionalcommunications shall be borne by the requesting Holder.

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

Where this Indenture provides for notice in any manner, such notice may bewaived 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 befiled with the Trustee but such filing shall not be a condition precedent to the validity of anyaction taken in reliance upon such waiver.

Effect of Headings and Table of Contents. The Section andSection 14.5Section headings herein (including those used in cross-references herein) and the Table ofContents are for convenience only and shall not affect the construction hereof.

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Successors and Assigns. All covenants and agreements in thisSection 14.6Indenture by the Co-Issuers shall bind their respective successors and assigns, whether soexpressed or not.

Severability. If any term, provision, covenant or condition of thisSection 14.7Indenture or the Notes, or the application thereof to any party hereto or any circumstance, is heldto be unenforceable, invalid or illegal (in whole or in part) for any reason (in any relevantjurisdiction), the remaining terms, provisions, covenants and conditions of this Indenture or theNotes, modified by the deletion of the unenforceable, invalid or illegal portion (in any relevantjurisdiction), will continue in full force and effect, and such unenforceability, invalidity, orillegality 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 longas this Indenture or the Notes, as the case may be, as so modified continues to express, withoutmaterial change, the original intentions of the parties as to the subject matter hereof and thedeletion of such portion of this Indenture or the Notes, as the case may be, will not substantiallyimpair the respective expectations or reciprocal obligations of the parties or the practicalrealization of the benefits that would otherwise be conferred upon the parties.

Benefits of Indenture. Nothing in this Indenture or in the Notes,Section 14.8expressed or implied, shall give to any Person, other than the parties hereto and their successorshereunder, the Investment Manager, the Collateral Administrator, the Holders of the Notes and(to the extent provided herein) the Administrator (solely in its capacity as such) any benefit orany legal or equitable right, remedy or claim under this Indenture.

Legal Holidays. In the event that the date of any Payment Date,Section 14.9Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding any otherprovision of the Notes or this Indenture, payment need not be made on such date, but may bemade on the next succeeding Business Day with the same force and effect as if made on thenominal date of any such Payment Date, Redemption Date or Stated Maturity date, as the casemay be, and except as provided in the definition of “Interest Accrual Period”, no interest shallaccrue on such payment for the period from and after any such nominal date.

GOVERNING LAW. THIS INDENTURE AND THE NOTESSection 14.10SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE AND THENOTES AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAYWHATSOEVER TO THIS INDENTURE OR THE NOTES (WHETHER IN CONTRACT,TORT OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OFNEW YORK.

Submission to Jurisdiction. With respect to any suit, action orSection 14.11proceedings relating to this Indenture or any matter between the parties arising under or inconnection with this Indenture (“Proceedings”), each party irrevocably: (i) submits to thenon-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Boroughof Manhattan and the United States District Court for the Southern District of New York, andany appellate court from any thereof; and (ii) waives any objection which it may have at anytime to the laying of venue of any Proceedings brought in any such court, waives any claim that

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such Proceedings have been brought in an inconvenient forum and further waives the right toobject, with respect to such Proceedings, that such court does not have any jurisdiction over suchparty. Nothing in this Indenture precludes any of the parties from bringing Proceedings in anyother jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions precludethe bringing of Proceedings in any other jurisdiction.

WAIVER OF JURY TRIAL. THE TRUSTEE, HOLDERS (BYSection 14.12THEIR ACCEPTANCE OF NOTES) AND EACH OF THE CO-ISSUERS EACH HEREBYKNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENTPERMITTED BY APPLICABLE LAW) ANY RIGHTS IT MAY HAVE TO A TRIAL BYJURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,UNDER, OR IN CONNECTION WITH, THIS INDENTURE, THE NOTES OR ANY OTHERRELATED DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE TRUSTEE,HOLDERS OR EITHER OF THE CO-ISSUERS. THIS PROVISION IS A MATERIALINDUCEMENT FOR THE TRUSTEE AND THE CO-ISSUERS TO ENTER INTO THISINDENTURE.

Counterparts. This Indenture and the Notes (and each amendment,Section 14.13modification and waiver in respect of this Indenture or the Notes) may be executed and deliveredin counterparts (including by facsimile transmission), each of which will be deemed an original,and all of which together constitute one and the same instrument. Delivery of an executedcounterpart of this Indenture by e-mail (PDF) or telecopy shall be effective as delivery of amanually executed counterpart of this Indenture.

Acts of Issuer. Any request, demand, authorization, direction,Section 14.14notice, consent, waiver or other action provided by this Indenture to be given or performed bythe Issuer shall be effective if given or performed by the Issuer or by the Investment Manager onthe Issuer’s behalf.

Confidential Information. (a) The Trustee, the CollateralSection 14.15Administrator and each Holder of Notes will maintain the confidentiality of all ConfidentialInformation in accordance with procedures adopted by the Issuer (after consultation with theCo-Issuer) or such Holder in good faith to protect Confidential Information of third partiesdelivered to such Person; provided that such Person may deliver or disclose ConfidentialInformation to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys andaffiliates who agree to hold confidential the Confidential Information substantially in accordancewith the terms of this Section 14.15 and to the extent such disclosure is reasonably required forthe administration of this Indenture, the matters contemplated hereby or the investmentrepresented by the Notes; (ii) such Person’s financial advisors and other professional advisorswho agree to hold confidential the Confidential Information substantially in accordance with theterms of this Section 14.15 and to the extent such disclosure is reasonably required for theadministration of this Indenture, the matters contemplated hereby or the investment representedby the Notes; (iii) any other Holder; (iv) any Person of the type that would be, to such Person’sknowledge, permitted to acquire Notes in accordance with the requirements of Section 2.5 hereofto which such Person sells or offers to sell any such Note or any part thereof (if such Person hasagreed in writing prior to its receipt of such Confidential Information to be bound by the

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provisions of this Section 14.15); (v) any other Person from which such former Person offers topurchase any security of the Co-Issuers (if such other Person has agreed in writing prior to itsreceipt 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 havingjurisdiction over such Person; (vii) the National Association of Insurance Commissioners or anysimilar organization, or any nationally recognized rating agency that requires access toinformation about the investment portfolio of such Person, reinsurers and liquidity and creditproviders that agree to hold confidential the Confidential Information substantially in accordancewith this Section 14.15; (viii) Moody’s or Fitch; (ix) any other Person with the consent of theCo-Issuers and the Investment Manager; or (x) any other Person to which such delivery ordisclosure may be necessary or appropriate (1) to effect compliance with any law, rule,regulation or order applicable to such Person, (2) in response to any subpoena or other legalprocess upon prior notice to the Co-Issuers (unless prohibited by applicable law, rule, order ordecree or other requirement having the force of law), (3) in connection with any litigation towhich such Person is a party upon prior notice to the Co-Issuers (unless prohibited by applicablelaw, rule, order or decree or other requirement having the force of law) or (4) if an Event ofDefault has occurred and is continuing, to the extent such Person may reasonably determine suchdelivery and disclosure to be necessary or appropriate in the enforcement or for the protection ofthe rights and remedies under the Notes or this Indenture or (5) in the Trustee’s or CollateralAdministrator’s performance of its obligations under this Indenture, the CollateralAdministration Agreement or other transaction document related thereto; and provided thatdelivery to Holders by the Trustee or the Collateral Administrator of any report of informationrequired by the terms of this Indenture to be provided to Holders shall not be a violation of thisSection 14.15. Each Holder of Notes agrees, except as set forth in clauses (vi), (vii) and (x)above, that it shall use the Confidential Information for the sole purpose of making aninvestment in the Notes or administering its investment in the Notes; and that the Trustee and theCollateral Administrator shall neither be required nor authorized to disclose to Holders anyConfidential Information in violation of this Section 14.15. In the event of any requireddisclosure of the Confidential Information by such Holder, such Holder agrees to use reasonableefforts to protect the confidentiality of the Confidential Information. Each Holder of a Note, byits acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to thebenefits of this Section 14.15 (subject to Section 7.17(l)).

For the purposes of this Section 14.15, “Confidential Information” means(b)information delivered to the Trustee, the Collateral Administrator or any Holder of Notes by oron behalf of the Co-Issuers in connection with and relating to the transactions contemplated byor otherwise pursuant to this Indenture; provided that such term does not include informationthat: (i) was publicly known or otherwise known to the Trustee, the Collateral Administrator orsuch Holder prior to the time of such disclosure; (ii) subsequently becomes publicly knownthrough no act or omission by the Trustee, the Collateral Administrator, any Holder or anyperson acting on behalf of the Trustee, the Collateral Administrator or any Holder; (iii) otherwiseis known or becomes known to the Trustee, the Collateral Administrator or any Holder otherthan (x) through disclosure by the Co-Issuers or (y) to the knowledge of the Trustee, theCollateral 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 Co-Issuers or a contractual duty to theCo-Issuers; or (iv) is allowed to be treated as non-confidential by consent of the Co-Issuers.

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Notwithstanding the foregoing, the Trustee and the Collateral(c)Administrator may disclose Confidential Information to the extent disclosure thereof may berequired by law or by any regulatory or governmental authority and the Trustee and theCollateral Administrator may disclose on a confidential basis any Confidential Information to itsagents, attorneys and auditors in connection with the performance of its responsibilitieshereunder and the Trustee may make available to Intex Solutions, Inc. the information specifiedin Section 10.6(g).

The Trustee and the Collateral Administrator shall use any Confidential(d)Information it acquires from the Issuer in accordance with this Section 14.15(d):

Unless otherwise agreed in writing by the Issuer (or the Investment(i)Manager on its behalf), the Trustee and the Collateral Administrator shall only use suchConfidential Information for the purpose and in the manner specified in this Indentureand shall not use such Confidential Information for any purpose other than in theperformance of its duties under the Transaction Documents, including, without limitation,in connection with (1) exercising the rights of the Trustee or the Collateral Administratorunder the Transaction Documents or applicable law and (2) posting information towebsites and transmitting notices to Persons in accordance with the terms of theTransaction Documents or as is required by law or any regulatory body.

Other than in accordance with this Indenture (including as permitted(ii)pursuant to Section 14.15(a)) and with respect to any documents or notices posted ortransmitted hereunder, the Trustee and the Collateral Administrator shall not publish,disclose or divulge Confidential Information to any third party without the consent of theIssuer and the Investment Manager other than to the extent permitted or required by theTransaction Documents and any governmental or regulatory body (having jurisdictionover either of the Co-Issuers), properly authorized civil, criminal, administrative orregulatory investigation or lawfully issued subpoena; provided that, except as permittedin Section 14.15(a) (1) disclosure under this Section 14.15 is made subject to obligationsof confidentiality no less onerous than those imposed on the Trustee or the CollateralAdministrator under this Indenture and consistent with any procedures specified by theIssuer from time to time if permitted by applicable law to do so and (2) the Trustee andCollateral Administrator shall give notice in writing to the Co-Issuers of any disclosureof Confidential Information that it or any subcontractor is required to make under thisSection 14.15 promptly after it becomes aware of such a requirement, if permitted byapplicable law to do so.

Unless prohibited by applicable law, the Trustee and the Collateral(iii)Administrator shall promptly notify the Co-Issuers if either party becomes aware of (1)the loss, damage or destruction of any Confidential Information (other than in accordancewith the Bank’s or the Collateral Administrator’s information retention policies); or (2)any third party accessing Confidential Information from the Trustee or the CollateralAdministrator other than as expressly permitted under this Indenture or required byapplicable law (including as required by any regulatory body), and shall take

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commercially reasonable actions available to it to minimize the impact of such event andprevent such events recurring.

After (1) the discharge of this Indenture and (2)(A) with regard to the(iv)Trustee, the replacement of the Trustee under this Indenture pursuant to Section 6.9, or(B) with regard to the Collateral Administrator, the termination of the CollateralAdministration Agreement, the Trustee and the Collateral Administrator shall maintainthe confidentiality of the Confidential Information in accordance with this Section 14.15and, subject to the foregoing, will not access or process the Confidential Informationunless required to do so by subpoena or other legal process.

For the avoidance of doubt, nothing in this Section 14.15(d) shall be(v)construed to prohibit the use of Confidential Information by the Trustee or the CollateralAdministrator to (1) perform its duties and obligations pursuant to, including exercisingany rights or remedies under, the Transaction Documents or applicable law or (2)prejudice or in any way limit the ability of either of the Trustee or the CollateralAdministrator in its individual capacity to assert its rights or defend itself in any legal,regulatory or administrative proceedings to which it is party, in each case, relating to theTransaction Documents or its performance of its obligations thereunder.

Each of the Trustee and the Collateral Administrator will, upon no less(e)than 10 Business Days’ notice by the Issuer, permit its data processing facilities used to performits duties under the Transaction Documents be available for audit of the processing activitiescovered by this Indenture and the other Transaction Documents, which audit shall be carried outby the Issuer or an inspection body composed of independent members and in possession of therequired professional qualifications selected by the Issuer, and where applicable, in agreementwith the governing regulatory authority; provided that the Trustee and the CollateralAdministrator shall be permitted to require any such party to enter into a confidentiality andnon-disclosure agreement acceptable to the Trustee and the Collateral Administrator inconnection with such audit. Notwithstanding anything to the contrary contained herein and forthe avoidance of doubt, the Issuer and its representatives shall only be permitted to accessinformation and audit information and systems specifically related to this Indenture and the otherTransaction Documents. The Issuer and its representatives shall not have access to anyinformation or systems related to any other transaction or systems or information considered inthe Bank’s or the Collateral Administrator’s sole discretion to be proprietary to the Trustee orCitibank, N.A. or Virtus Group, LP, respectively.

Liability of Co-Issuers. Notwithstanding any other terms of thisSection 14.16Indenture, the Notes or any other agreement entered into between, inter alia, the Co-Issuers orotherwise, neither of the Co-Issuers shall have any liability whatsoever to the other of theCo-Issuers under this Indenture, the Notes, any such agreement or otherwise and, withoutprejudice to the generality of the foregoing, neither of the Co-Issuers shall be entitled to take anyaction to enforce, or bring any action or proceeding, in respect of this Indenture, the Notes, anysuch agreement or otherwise against the other of the Co-Issuers. In particular, neither of theCo-Issuers shall be entitled to petition or take any other steps for the winding up or bankruptcyof the other of the Co-Issuers or shall have any claim in respect of any assets of the other of theCo-Issuers.

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ARTICLE XV

ASSIGNMENT OF CERTAIN AGREEMENTS

Assignment of Investment Management Agreement. (a) TheSection 15.1Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includesall of the Issuer’s estate, right, title and interest in, to and under the Investment ManagementAgreement, including (i) the right to give all notices, consents and releases thereunder, (ii) theright to give all notices of termination and to take any legal action upon the breach of anobligation of the Investment Manager thereunder, including the commencement, conduct andconsummation of proceedings at law or in equity, (iii) the right to receive all notices,accountings, consents, releases and statements thereunder and (iv) the right to do any and allother things whatsoever that the Issuer is or may be entitled to do thereunder; provided thatnotwithstanding anything herein to the contrary, the Trustee shall not have the authority toexercise any of the rights set forth in (i) through (iv) above or that may otherwise arise as a resultof the Grant until the occurrence of an Event of Default hereunder and such authority shallterminate at such time, if any, as such Event of Default is cured or waived.

The assignment made hereby is executed as collateral security, and the(b)execution and delivery hereby shall not in any way impair or diminish the obligations of theIssuer under the provisions of the Investment Management Agreement, nor shall any of theobligations contained in the Investment Management Agreement be imposed on the Trustee.

Upon the retirement of the Notes, the payment of all amounts required to(c)be paid pursuant to the Priority of Payments and the release of the Assets from the lien of thisIndenture, this assignment and all rights herein assigned to the Trustee for the benefit of theNoteholders shall cease and terminate and all the estate, right, title and interest of the Trustee in,to and under the Investment Management Agreement shall revert to the Issuer and no furtherinstrument or act shall be necessary to evidence such termination and reversion.

The Issuer represents that the Issuer has not executed any other(d)assignment of the Investment Management Agreement.

The Issuer agrees that this assignment is irrevocable, and that it will not(e)take any action which is inconsistent with this assignment or make any other assignmentinconsistent herewith. The Issuer will, from time to time, execute all instruments of furtherassurance and all such supplemental instruments with respect to this assignment as may benecessary to continue and maintain the effectiveness of such assignment.

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

The Investment Manager shall consent to the provisions of this assignment(i)and agree to perform any provisions of this Indenture applicable to the Investment

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Manager subject to the terms (including the standard of care set forth in the InvestmentManagement Agreement) of the Investment Management Agreement.

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

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

The Issuer and the Investment Manager may amend the Investment(iv)Management Agreement to (A) correct inconsistencies, typographical or other errors,defects or ambiguities, (B) conform the Investment Management Agreement to the finalOffering Circular with respect to the Notes or to this Indenture (as it may be amendedfrom time to time pursuant to Section 8), (C) permanently remove any Management Feepayable to the Investment Manager, (D) add to the covenants of the Issuer or theInvestment Manager for the benefit of the Holders of the Notes, (E) effect a change thatis necessary or advisable, as determined by the Investment Manager in its sole discretion,to comply with the Volcker Rule applicable to the Investment Manager, its affiliates orthe Issuer, or to reduce, eliminate or otherwise mitigate the impact, or applicability, of theVolcker Rule on the Investment Manager, its affiliates or the Issuer (and the InvestmentManager shall have the right to cause the Issuer to effect such amendment) or (F) takeany action advisable to prevent the Issuer from becoming subject to withholding or othertaxes, fees or assessments or to prevent the Issuer from being treated as engaged in a U.S.trade or business for United States federal income tax purposes or otherwise beingsubject to United States federal, state or local income tax on a net income basis, in eachcase without the consent of the Holders of any Notes and without confirmation fromeither Rating Agency that such amendment will not cause such Rating Agency todowngrade or withdraw its rating assigned to any Class of Secured Notes then rated bysuch Rating Agency, but with notice to each Rating Agency; provided that the TaxGuidelines may be amended or modified (without execution of any amendment to theInvestment Management Agreement) if the Issuer, the Investment Manager and theTrustee shall have received advice of Cadwalader, Wickersham & Taft LLP or DechertLLP, or an opinion of other tax counsel of nationally recognized standing in the UnitedStates experienced in such matters, to the effect that, taking into account suchamendments and modifications to the Tax Guidelines, the Issuer’s contemplated activitieswill not cause the Issuer to be treated as being engaged in a trade or business in theUnited States for U.S. federal income tax purposes or otherwise become subject to U.S.federal income tax on a net income basis. Any other amendment to the InvestmentManagement Agreement shall be permitted with confirmation from each Rating Agencythen rating any of the Secured Notes that such amendment will not cause each suchRating Agency to downgrade or withdraw its rating assigned to any Class of SecuredNotes then rated by such Rating Agency; provided that, to the extent a Rating Agency is

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unable or unwilling to provide such confirmation due to an internal policy that preventsor prohibits it from doing so, then such other amendment shall only be permitted with theconsent of a Majority of the Controlling Class.

Except as otherwise set forth herein and therein (including pursuant to(v)Section 12 of the Investment Management Agreement), the Investment Manager shallcontinue to serve as Investment Manager under the Investment Management Agreementnotwithstanding that the Investment Manager shall not have received amounts due itunder the Investment Management Agreement because sufficient funds were not thenavailable hereunder to pay such amounts in accordance with the Priority of Payments setforth under Section 11.1. The Investment Manager agrees not to cause the filing of apetition in bankruptcy against the Issuer, the Co-Issuer or any Issuer Subsidiary for thenonpayment of the fees or other amounts payable by the Issuer, Co-Issuer or such IssuerSubsidiary to the Investment Manager under the Investment Management Agreementuntil the payment in full of all Notes (and any other debt obligations of the Issuer thathave been rated upon issuance by any rating agency at the request of the Issuer) issuedunder this Indenture and the expiration of a period equal to one year and a day, or, iflonger, the applicable preference period plus one day, following such payment. Nothingin this Section 15.1 shall preclude, or be deemed to stop, the Investment Manager (i)from taking any action prior to the expiration of the aforementioned period in (A) anycase or Proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer or (B)any involuntary insolvency Proceeding filed or commenced by a Person other than theInvestment Manager, or (ii) from commencing against the Issuer or the Co-Issuer or anyof its properties any legal action which is not a bankruptcy, winding-up, reorganization,arrangement, insolvency, moratorium or liquidation proceeding.

Except with respect to transactions contemplated by Section 5 of the(vi)Investment Management Agreement, if the Investment Manager determines that it or anyof its Affiliates has a conflict of interest between the Holder of any Note and any otheraccount or portfolio for which the Investment Manager or any of its Affiliates is servingas investment adviser which relates to any action to be taken with respect to any Asset,then the Investment Manager will give written notice to the Trustee, who shall promptlyforward such notice to the relevant Holder, briefly describing such conflict and the actionit proposes to take. The provisions of this clause (vi) shall not apply to any transactionpermitted by the terms of the Investment Management Agreement.

Upon a Trust Officer of the Trustee receiving written notice from the(g)Investment Manager that an event constituting “cause” as defined in the Investment ManagementAgreement has occurred, the Trustee shall, not later than one Business Day thereafter, notify theNoteholders (as their names appear in the Register).

[Signature page follows]

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

Executed as a Deed by:

MAGNETITE XVI, LIMITED,as Issuer

By:____________________________________Name:Title:

In the presence of:

Witness:Name:Occupation:Title:

MAGNETITE XVI, LLC,as Co-Issuer

By:____________________________________Name:Title:

CITIBANK, N.A.,as Trustee

By:____________________________________Name:Title:

SCHEDULE 1-A

MOODY’S INDUSTRY CLASSIFICATION GROUP LIST

CORP - Aerospace & Defense 1

CORP - Automotive 2

CORP - Banking, Finance, Insurance & Real Estate 3

CORP - Beverage, Food & Tobacco 4

CORP - Capital Equipment 5

CORP - Chemicals, Plastics, & Rubber 6

CORP - Construction & Building 7

CORP - Consumer goods: Durable 8

CORP - Consumer goods: Non-durable 9

CORP - Containers, Packaging & Glass 10

CORP - Energy: Electricity 11

CORP - Energy: Oil & Gas 12

CORP - Environmental Industries 13

CORP - Forest Products & Paper 14

CORP - Healthcare & Pharmaceuticals 15

CORP - High Tech Industries 16

CORP - Hotel, Gaming & Leisure 17

CORP - Media: Advertising, Printing & Publishing 18

CORP - Media: Broadcasting & Subscription 19

CORP - Media: Diversified & Production 20

CORP - Metals & Mining 21

CORP - Retail 22

CORP - Services: Business 23

Sch. 1-A- 1

CORP - Services: Consumer 24

CORP - Sovereign & Public Finance 25

CORP - Telecommunications 26

CORP - Transportation: Cargo 27

CORP - Transportation: Consumer 28

CORP - Utilities: Electric 29

CORP - Utilities: Oil & Gas 30

CORP - Utilities: Water 31

CORP - Wholesale 321 Aerospace & Defense2 Automotive3 Banking, Finance, Insurance & Real Estate4 Beverage, Food & Tobacco5 Capital Equipment6 Chemicals, Plastics & Rubber7 Construction & Building8 Consumer goods: Durable9 Consumer goods: Non-durable10 Containers, Packaging & Glass11 Energy: Electricity12 Energy: Oil & Gas13 Environmental Industries14 Forest Products & Paper15 Healthcare & Pharmaceuticals16 High Tech Industries17 Hotel, Gaming & Leisure18 Media: Advertising, Printing & Publishing19 Media: Broadcasting & Subscription20 Media: Diversified & Production21 Metals & Mining22 Retail23 Services: Business24 Services: Consumer25 Sovereign & Public Finance

Sch. 1-A- 2

26 Telecommunications27 Transportation: Cargo28 Transportation: Consumer29 Utilities: Electric30 Utilities: Oil & Gas31 Utilities: Water32 Wholesale

Sch. 1-A- 3

SCHEDULE 1-B

S&P INDUSTRY CLASSIFICATION GROUP LIST

Asset Code Asset Description1 Aerospace & Defense2 Air transport3 Automotive4 Beverage & Tobacco5 Radio & Television67 Building & Development8 Business equipment & services9 Cable & satellite television10 Chemicals & plastics11 Clothing/textiles12 Conglomerates13 Containers & glass products14 Cosmetics/toiletries15 Drugs16 Ecological services & equipment17 Electronics/electrical18 Equipment leasing19 Farming/agriculture20 Financial intermediaries21 Food/drug retailers22 Food products23 Food service24 Forest products25 Health care26 Home furnishings27 Lodging & casinos28 Industrial equipment2930 Leisure goods/activities/movies31 Nonferrous metals/minerals32 Oil & gas33 Publishing34 Rail industries35 Retailers (except food & drug)36 Steel37 Surface transport38 Telecommunications39 Utilities43 Life Insurance

Sch. 1-B- 1

Asset Code Asset Description44 Health Insurance45 Property & Casualty Insurance46 Diversified Insurance

1020000 Energy Equipment and Services 5220000 Personal Products1030000 Oil, Gas and Consumable Fuels 6020000 Healthcare Equipment and Supplies1033403 Mortgage REITs 6030000 Healthcare Providers and Services2020000 Chemicals 9551729 Health Care Technology2030000 Construction Materials 6110000 Biotechnology2040000 Containers and Packaging 6120000 Pharmaceuticals2050000 Metals and Mining 9551727 Life Sciences Tools & Services2060000 Paper and Forest Products 7011000 Banks3020000 Aerospace and Defense 7020000 Thrifts and Mortgage Finance3030000 Building Products 7110000 Diversified Financial Services3040000 Construction & Engineering 7120000 Consumer Finance3050000 Electrical Equipment 7130000 Capital Markets3060000 Industrial Conglomerates 7210000 Insurance

3070000 Machinery 7310000 Real Estate Management and Development

3080000 Trading Companies and Distributors 7311000 Real Estate Investment Trusts

(REITs)

3110000 Commercial Services and Supplies 8020000 Internet Software and Services

9612010 Professional Services 8030000 IT Services3210000 Air Freight and Logistics 8040000 Software3220000 Airlines 8110000 Communications Equipment

3230000 Marine 8120000 Technology Hardware, Storage and Peripherals

3240000 Road and Rail 8130000 Electronic Equipment, Instruments and Components

3250000 Transportation Infrastructure 8210000 Semiconductors and Semiconductor Equipment

4011000 Auto Components 9020000 Diversified Telecommunication Services

4020000 Automobiles 9030000 Wireless Telecommunication Services

4110000 Household Durables 9520000 Electric Utilities4120000 Leisure Products 9530000 Gas Utilities

4130000 Textiles, Apparel and Luxury Goods 9540000 Multi-Utilities

4210000 Hotels, Restaurants and Leisure 9550000 Water Utilities

9551701 Diversified Consumer Services 9551702 Independent Power and Renewable Electricity Producers

4310000 Media 1000 -1099 Reserved

4410000 Distributors PF1 Project finance:

Sch. 1-B- 2

Industrial equipment

4420000 Internet and Catalog Retail PF2Project finance: Leisure and gaming

4430000 Multiline Retail PF3Project finance: Natural resources and mining

4440000 Specialty Retail PF4Project finance: Oil and gas

5020000 Food and Staples Retailing PF5 Project finance: Power

5110000 Beverages PF6Project finance: Public finance and real estate

5120000 Food Products PF7Project finance: Telecommunications

5130000 Tobacco PF8Project finance: Transport

5210000 Household Products PF1000 - PF1099 Reserved Project finance

Sch. 1-B- 3

SCHEDULE 2

LIST OF COLLATERAL OBLIGATIONS

Sch. 2- 1

SCHEDULE 3

DIVERSITY SCORE CALCULATION

The Diversity Score is calculated as follows:

An “Issuer Par Amount” is calculated for each issuer of a Collateral(a)Obligation, and is equal to the Aggregate Principal Balance of all the CollateralObligations issued by that issuer and all affiliates.

An “Average Par Amount” is calculated by summing the Issuer Par(b)Amounts for all issuers, and dividing by the number of issuers.

An “Equivalent Unit Score” is calculated for each issuer, and is equal to(c)the lesser of (x) one and (y) the Issuer Par Amount for such issuer divided by theAverage Par Amount.

An “Aggregate Industry Equivalent Unit Score” is then calculated for each(d)of Moody’s industry classification groups, shown on Schedule 1, and is equal to the sumof the Equivalent Unit Scores for each issuer in such industry classification group.

An “Industry Diversity Score” is then established for each Moody’s(e)industry classification group, shown on Schedule 1, by reference to the following tablefor the related Aggregate Industry Equivalent Unit Score; provided that if any AggregateIndustry Equivalent Unit Score falls between any two such scores, the applicableIndustry Diversity Score will be the lower of the two Industry Diversity Scores:

AggregateIndustry

EquivalentUnit Score

IndustryDiversity Score

AggregateIndustry



AggregateIndustry



AggregateIndustry



0.0000 0.0000 5.0500 2.7000 10.1500 4.0200 15.2500 4.53000.0500 0.1000 5.1500 2.7333 10.2500 4.0300 15.3500 4.54000.1500 0.2000 5.2500 2.7667 10.3500 4.0400 15.4500 4.55000.2500 0.3000 5.3500 2.8000 10.4500 4.0500 15.5500 4.56000.3500 0.4000 5.4500 2.8333 10.5500 4.0600 15.6500 4.57000.4500 0.5000 5.5500 2.8667 10.6500 4.0700 15.7500 4.58000.5500 0.6000 5.6500 2.9000 10.7500 4.0800 15.8500 4.59000.6500 0.7000 5.7500 2.9333 10.8500 4.0900 15.9500 4.60000.7500 0.8000 5.8500 2.9667 10.9500 4.1000 16.0500 4.61000.8500 0.9000 5.9500 3.0000 11.0500 4.1100 16.1500 4.62000.9500 1.0000 6.0500 3.0250 11.1500 4.1200 16.2500 4.63001.0500 1.0500 6.1500 3.0500 11.2500 4.1300 16.3500 4.64001.1500 1.1000 6.2500 3.0750 11.3500 4.1400 16.4500 4.65001.2500 1.1500 6.3500 3.1000 11.4500 4.1500 16.5500 4.66001.3500 1.2000 6.4500 3.1250 11.5500 4.1600 16.6500 4.67001.4500 1.2500 6.5500 3.1500 11.6500 4.1700 16.7500 4.68001.5500 1.3000 6.6500 3.1750 11.7500 4.1800 16.8500 4.69001.6500 1.3500 6.7500 3.2000 11.8500 4.1900 16.9500 4.70001.7500 1.4000 6.8500 3.2250 11.9500 4.2000 17.0500 4.71001.8500 1.4500 6.9500 3.2500 12.0500 4.2100 17.1500 4.72001.9500 1.5000 7.0500 3.2750 12.1500 4.2200 17.2500 4.73002.0500 1.5500 7.1500 3.3000 12.2500 4.2300 17.3500 4.7400

Sch. 3- 1

AggregateIndustry



AggregateIndustry



AggregateIndustry



AggregateIndustry



2.1500 1.6000 7.2500 3.3250 12.3500 4.2400 17.4500 4.75002.2500 1.6500 7.3500 3.3500 12.4500 4.2500 17.5500 4.76002.3500 1.7000 7.4500 3.3750 12.5500 4.2600 17.6500 4.77002.4500 1.7500 7.5500 3.4000 12.6500 4.2700 17.7500 4.78002.5500 1.8000 7.6500 3.4250 12.7500 4.2800 17.8500 4.79002.6500 1.8500 7.7500 3.4500 12.8500 4.2900 17.9500 4.80002.7500 1.9000 7.8500 3.4750 12.9500 4.3000 18.0500 4.81002.8500 1.9500 7.9500 3.5000 13.0500 4.3100 18.1500 4.82002.9500 2.0000 8.0500 3.5250 13.1500 4.3200 18.2500 4.83003.0500 2.0333 8.1500 3.5500 13.2500 4.3300 18.3500 4.84003.1500 2.0667 8.2500 3.5750 13.3500 4.3400 18.4500 4.85003.2500 2.1000 8.3500 3.6000 13.4500 4.3500 18.5500 4.86003.3500 2.1333 8.4500 3.6250 13.5500 4.3600 18.6500 4.87003.4500 2.1667 8.5500 3.6500 13.6500 4.3700 18.7500 4.88003.5500 2.2000 8.6500 3.6750 13.7500 4.3800 18.8500 4.89003.6500 2.2333 8.7500 3.7000 13.8500 4.3900 18.9500 4.90003.7500 2.2667 8.8500 3.7250 13.9500 4.4000 19.0500 4.91003.8500 2.3000 8.9500 3.7500 14.0500 4.4100 19.1500 4.92003.9500 2.3333 9.0500 3.7750 14.1500 4.4200 19.2500 4.93004.0500 2.3667 9.1500 3.8000 14.2500 4.4300 19.3500 4.94004.1500 2.4000 9.2500 3.8250 14.3500 4.4400 19.4500 4.95004.2500 2.4333 9.3500 3.8500 14.4500 4.4500 19.5500 4.96004.3500 2.4667 9.4500 3.8750 14.5500 4.4600 19.6500 4.97004.4500 2.5000 9.5500 3.9000 14.6500 4.4700 19.7500 4.98004.5500 2.5333 9.6500 3.9250 14.7500 4.4800 19.8500 4.99004.6500 2.5667 9.7500 3.9500 14.8500 4.4900 19.9500 5.00004.7500 2.6000 9.8500 3.9750 14.9500 4.50004.8500 2.6333 9.9500 4.0000 15.0500 4.51004.9500 2.6667 10.0500 4.0100 15.1500 4.5200

The Diversity Score is then calculated by summing each of the Industry(f)Diversity Scores for each Moody’s industry classification group shown on Schedule 1.

For purposes of calculating the Diversity Score, affiliated issuers in the(g)same Industry are deemed to be a single issuer except as otherwise agreed to byMoody’s.

Sch. 3- 2

SCHEDULE 4

MOODY’S RATING DEFINITIONS

For purposes of this Schedule 4 and the Indenture, the terms “Assigned Moody’sRating” and “CFR” mean:

“Assigned Moody’s Rating”: The monitored publicly available rating, themonitored estimated rating or unpublished monitored rating expressly assigned to a debtobligation (or facility) by Moody’s that addresses the full amount of the principal and interestpromised; provided that so long as the Issuer (or the Investment Manager on its behalf) appliesfor a new estimated rating, or renewal of an estimated rating, in a timely manner and providesthe information required to obtain such estimate or renewal, as applicable, then pending receiptof such estimate or renewal, as applicable, (A) in the case of a request for a new estimated rating,(i) for a period of 90 days, such debt obligation will have an Assigned Moody’s Rating of “B3”for purposes of this definition if the Investment Manager certifies to the Collateral Administratorthat the Investment Manager believes that such estimated rating will be at least “B3” and (ii)thereafter, such debt obligation will have an Assigned Moody’s Rating of “Caa3”, (B) in the caseof an annual request for a renewal of an estimated rating, if a period of 12 months has elapsedsince the initial assignment or the most recent renewal of such estimated rating, (i) the Issuer fora period of 30 days will continue using the previous estimated rating assigned by Moody’s withrespect to such debt obligation until such time as Moody’s renews such estimated rating orassigns a new estimated rating for such debt obligation, (ii) after the expiration of such 30-dayperiod, for a period of 60 days thereafter, such prior estimated rating assigned by Moody’s willbe adjusted down one subcategory until such time as Moody’s renews such estimated rating orassigns a new estimated rating for such debt obligation and (iii) at all times after the expirationof such 60-day period, but before Moody’s renews such estimated rating or assigns a newestimated rating, such debt obligation will be deemed to have a Moody’s rating of “Caa3” and(C) in the case of a request for a renewal of an estimated rating following a material deteriorationin the creditworthiness of the Obligor or a Specified Amendment, the Issuer will continue usingthe previous estimated rating assigned by Moody’s until such time as (x) Moody’s renews suchestimated rating or assigns a new estimated rating for such debt obligation or (y) the criteriaspecified in clause (A) in connection with an annual request for a renewal of an estimated ratingbecomes applicable in respect of such debt obligation.

“CFR”: Means, with respect to an obligor of a Collateral Obligation, if suchobligor has a corporate family rating by Moody’s, then such corporate family rating; providedthat if such obligor does not have a corporate family rating by Moody’s but any entity in theobligor’s corporate family does have a corporate family rating, then the CFR is such corporatefamily rating.

For purposes of this Indenture, the terms Moody’s Default Probability Rating,Moody’s Derived Rating and Moody’s Rating, have the meanings under the respective headingsbelow.

Sch. 4- 1

“Moody’s Default Probability Rating”: With respect to any Collateral Obligation,as of any Measurement Date, the rating determined in accordance with the followingmethodology:

With respect to a Collateral Obligation, if the obligor of such(i)Collateral Obligation has a CFR, then such CFR;

With respect to a Collateral Obligation if not determined pursuant(ii)to clause (i) above, if the obligor of such Collateral Obligation has one or moresenior unsecured obligations with an Assigned Moody’s Rating (based on amonitored publicly available rating from Moody’s), then such Assigned Moody’sRating on any such obligation as selected by the Investment Manager in its solediscretion;

With respect to a Collateral Obligation if not determined pursuant(iii)to clauses (i) or (ii) above, if the obligor of such Collateral Obligation has one ormore senior secured obligations with an Assigned Moody’s Rating, then theMoody’s rating that is one subcategory lower than the Assigned Moody’s Ratingon any such senior secured obligation as selected by the Investment Manager inits sole discretion;

With respect to a Collateral Obligation if not determined pursuant(iv)to clauses (i), (ii) or (iii) above, if a credit estimate has been assigned to suchCollateral Obligation by Moody’s upon the request of the Issuer, the InvestmentManager or an Affiliate of the Investment Manager, then the Moody’s DefaultProbability Rating is such credit estimate (subject to any applicable creditestimate adjustment) as long as such credit estimate or a renewal for such creditestimate has been issued or provided by Moody’s in each case within the15-month period preceding the date on which the Moody’s Default ProbabilityRating is being determined;

With respect to any DIP Collateral Obligation, the Moody’s(v)Default Probability Rating of such Collateral Obligation shall be the rating whichis one subcategory below the Assigned Moody’s Rating of such DIP CollateralObligation;

With respect to a Collateral Obligation if not determined pursuant(vi)to any of clauses (i) through (v) above and at the election of the InvestmentManager, the Moody’s Derived Rating; and

With respect to a Collateral Obligation if not determined pursuant(vii)to any of clauses (i) through (vi) above, the Collateral Obligation will be deemedto have a Moody’s Default Probability Rating of “Caa3.”

For purposes of calculating a Moody’s Default Probability Rating, eachapplicable rating on credit watch by Moody’s with positive or negative implication at the time of

Sch. 4- 2

calculation will be treated as having been upgraded or downgraded by one rating subcategory, asthe case may be.

“Moody’s Derived Rating”: With respect to a Collateral Obligation whoseMoody’s Rating or Moody’s Default Probability Rating is determined as the Moody’s DerivedRating, the rating as determined in the manner set forth below:

(i) If such Collateral Obligation is rated by S&P, then by adjusting the(a)S&P Rating by the number of rating subcategories pursuant to the table below:

Type of CollateralObligation

S&PRating

(Public andMonitored)

Collateral ObligationRated by S&P

Number ofSubcategories

Relative toMoody’s

Equivalent ofS&P Rating

Not Structured FinanceObligation

>BBB- Not a Loan or Participation inLoan

-1


<BB+ Not a Loan or Participation inLoan

-2


Loan or Participation in Loan -2

if such Collateral Obligation is not rated by S&P but another(ii)security or obligation of the obligor has a public and monitored rating by S&P (aparallel security), then the rating of such parallel security will at the election ofthe Investment Manager be determined in accordance with the table set forth insubclause (a)(i) above, and the Moody’s Derived Rating for purposes of thedefinition of Moody’s Rating and Moody’s Default Probability Rating (asapplicable) of such Collateral Obligation will be determined in accordance withthe methodology set forth in the following table (for such purposes treating theparallel security as if it were rated by Moody’s at the rating determined pursuantto this subclause (a)(ii));

Obligation Category of RatedObligation Rating of Rated Obligation

Number of SubcategoriesRelative to Rated Obligation

RatingSenior secured obligation greater than or equal to B2 -1Senior secured obligation less than B2 -2Subordinated obligation greater than or equal to B3 +1Subordinated obligation less than B3 0

or

if such Collateral Obligation is a DIP Collateral Obligation, no(iii)Moody’s Derived Rating may be determined based on a rating by S&P or anyother rating agency;

Sch. 4- 3

provided that the Aggregate Principal Balance of the Collateral Obligations that may have aMoody’s Rating derived from an S&P Rating as set forth in subclauses (i) or (ii) of this clause (a) may not exceed 10% of the Collateral Principal Amount; or

if not determined pursuant to clause (a) above and such Collateral(c)Obligation is not rated by Moody’s or S&P and no other security or obligation of theissuer of such Collateral Obligation is rated by Moody’s or S&P, and if Moody’s hasbeen requested by the Issuer, the Investment Manager or the issuer of such CollateralObligation to assign a rating or credit estimate with respect to such Collateral Obligationbut such rating or credit estimate has not been received, pending receipt of such estimate,the Moody’s Derived Rating of such Collateral Obligation for purposes of the definitionsof Moody’s Rating or Moody’s Default Probability Rating shall be (x) “B3” if theInvestment Manager certifies to the Trustee and the Collateral Administrator that theInvestment Manager believes that such estimate shall be at least “B3” and if theAggregate Principal Balance of Collateral Obligations determined pursuant to this clause (b) and clause (a) above does not exceed 5% of the Collateral Principal Amount or (y)otherwise, “Caa3.”

For purposes of calculating a Moody’s Derived Rating, each applicable rating oncredit watch by Moody’s with positive or negative implication at the time of calculation will betreated as having been upgraded or downgraded by one rating subcategory, as the case may be.

“Moody’s Rating”: With respect to any Collateral Obligation, as of any date ofdetermination, the rating determined in accordance with the following methodology:

With respect to a Collateral Obligation that is a Senior Secured(i)Loan:

if such Collateral Obligation has an Assigned(A)Moody’s Rating, such Assigned Moody’s Rating;

if such Collateral Obligation does not have an(B)Assigned Moody’s Rating but the obligor of such CollateralObligation has a CFR, then the Moody’s rating that is onesubcategory higher than such CFR;

if neither clause (A) nor (B) above apply, if such(C)Collateral Obligation does not have an Assigned Moody’s Ratingbut the obligor of such Collateral Obligation has one or moresenior unsecured obligations with an Assigned Moody’s Rating,then the Moody’s rating that is two subcategories higher than theAssigned Moody’s Rating on any such obligation as selected bythe Investment Manager in its sole discretion;

if none of clauses (A) through (C) above apply, at(D)the election of the Investment Manager, the Moody’s DerivedRating; and

Sch. 4- 4

if none of clauses (A) through (D) above apply, the(E)Collateral Obligation will be deemed to have a Moody’s Rating of“Caa3”; and

With respect to a Collateral Obligation other than a Senior Secured(ii)Loan:


if such Collateral Obligation does not have an(B)Assigned Moody’s Rating but the obligor of such CollateralObligation has one or more senior unsecured obligations with anAssigned Moody’s Rating, then the Assigned Moody’s Rating onany such obligation as selected by the Investment Manager in itssole discretion;

if neither clause (A) nor (B) above apply, if such(C)Collateral Obligation does not have an Assigned Moody’s Ratingbut the obligor of such Collateral Obligation has a CFR, then theMoody’s rating that is one subcategory lower than such CFR;

if none of clauses (A), (B) or (C) above apply, if(D)such Collateral Obligation does not have an Assigned Moody’sRating but the obligor of such Collateral Obligation has one ormore subordinated debt obligations with an Assigned Moody’sRating, then the Moody’s rating that is one subcategory higherthan the Assigned Moody’s Rating on any such obligation asselected by the Investment Manager in its sole discretion;

if none of clauses (A) through (D) above apply, at(E)the election of the Investment Manager, the Moody’s DerivedRating; and

if none of clauses (A) through (E) above apply, the(F)Collateral Obligation will be deemed to have a Moody’s Rating of“Caa3”.

“Moody’s Excess Par”: As of any Measurement Date, the number equal to the greater of (i) the Adjusted Collateral Principal Amount minus the Reinvestment Target Par Balance as reduced by any reduction in the Aggregate Outstanding Amount of the Notes and (ii) zero.

“Moody’s Par Adjustment”: As of any Measurement Date, the number determined pursuant to the table below corresponding to the Moody’s Excess Par and the Minimum Floating Spread as of such Measurement Date; provided that, if the Moody’s Excess Par does not equal a value set forth in the columns below, the Moody’s Par Adjustment

Sch. 4- 5

determined pursuant to the table below shall be interpolated on a linear basis between the two nearest Moody’s Excess Par values:


Moody’s Excess Par ($ mm)

0 2 4 6 8 10 12

2.35% 0 29 58 87 116 145 1752.45% 0 28 56 84 112 140 1682.55% 0 26 53 80 107 134 1612.65% 0 25 51 77 103 128 1542.75% 0 24 49 74 98 123 1482.85% 0 23 47 70 94 117 1412.95% 0 22 44 67 89 112 1343.05% 0 21 42 63 85 106 1273.15% 0 20 40 60 80 100 1213.25% 0 19 38 57 76 95 1143.35% 0 17 35 53 71 89 1073.45% 0 16 33 50 67 83 1003.55% 0 15 31 47 62 78 943.65% 0 14 29 43 58 72 873.75% 0 13 26 40 53 67 803.85% 0 12 24 36 49 61 733.95% 0 11 22 33 44 55 674.05% 0 10 20 31 41 52 624.15% 0 9 19 29 39 49 584.25% 0 9 18 27 36 45 544.35% 0 8 16 25 33 42 504.45% 0 7 15 23 31 38 464.55% 0 7 14 21 28 35 424.65% 0 6 12 19 25 32 384.75% 0 5 11 17 23 28 344.85% 0 5 10 15 20 25 304.95% 0 4 8 13 17 22 265.05% 0 3 7 11 14 18 225.15% 0 3 6 9 12 15 185.25% 0 2 4 7 9 11 145.35% 0 1 3 5 6 8 105.45% 0 1 2 3 4 5 65.55% 0 0 0 1 1 1 25.65% 0 0 0 0 0 0 05.75% 0 0 0 0 0 0 05.85% 0 0 0 0 0 0 05.95% 0 0 0 0 0 0 06.05% 0 0 0 0 0 0 0

Moody’s Par Adjustment

Solely for purposes of determining a Moody’s Rating in connection withcalculating a Moody’s Recovery Rate, each applicable rating on credit watch by Moody’s withpositive or negative implication at the time of calculation will be treated as having beenupgraded or downgraded by one rating subcategory, as the case may be.

Sch. 4- 6

SCHEDULE 5

APPROVED INDEX LIST

Merrill Lynch Investment Grade Corporate Master Index1.

CSFB Leveraged Loan Index2.

JPMorgan Domestic High Yield Index3.

Barclays Capital U.S. Corporate High-Yield Index4.

Merrill Lynch High Yield Master Index5.

Leveraged Loan Index6.

Sch. 5- 1

SCHEDULE 6

S&P RATING DEFINITION AND RECOVERY RATE TABLES

“Information”: S&P’s “Credit Estimate Information Requirements” dated April2011 and any other available information S&P reasonably requests in order to produce a creditestimate for a particular asset.

“S&P Rating”: With respect to any Collateral Obligation, as of any date ofdetermination, the rating determined in accordance with the following methodology:

(a) if there is an issuer credit rating of the issuer of such Collateral(i)Obligation by S&P as published by S&P, or a guarantor (subject to the S&Pguarantee criteria) which unconditionally and irrevocably guarantees suchCollateral Obligation, then the S&P Rating shall be such rating (regardless ofwhether there is a published rating by S&P on the Collateral Obligations of suchissuer held by the Issuer, provided that private ratings (that is, ratings provided atthe request of the obligor) may be used for purposes of this definition if therelated obligor has consented to the disclosure thereof and a copy of such consenthas been provided to S&P) or (b) if there is no issuer credit rating of the issuer byS&P but (1) there is a senior secured rating on any obligation or security of theissuer, then the S&P Rating of such Collateral Obligation shall be onesub-category below such rating; (2) if clause (1) above does not apply, but there isa senior unsecured rating on any obligation or security of the issuer, the S&PRating of such Collateral Obligation shall equal such rating; and (3) if neitherclause (1) nor clause (2) above applies, but there is a subordinated rating on anyobligation or security of the issuer, then the S&P Rating of such CollateralObligation shall be one sub-category above such rating if such rating is higherthan “BB+,” and shall be two sub-categories above such rating if such rating is“BB+” or lower;

with respect to any Collateral Obligation that is a DIP Collateral(ii)Obligation, the S&P Rating thereof shall be the credit rating assigned to suchissue by S&P;

if there is not a rating by S&P on the issuer or on an obligation of(iii)the issuer, then the S&P Rating may be determined pursuant to clauses (a) and (b)below:

(a) if an obligation of the issuer is not a DIP CollateralObligation and is publicly rated by Moody’s, then the S&P Rating will bedetermined in accordance with the methodologies for establishing theMoody’s Rating set forth above except that the S&P Rating of suchobligation will be (1) one sub-category below the S&P equivalent of theMoody’s Rating if such Moody’s Rating is “Baa3” or higher and (2) two

Sch. 6- 1

sub-categories below the S&P equivalent of the Moody’s Rating if suchMoody’s Rating is “Ba1” or lower;

(b) with respect to a Collateral Obligation that is not aDefaulted Obligation, the S&P Rating of such Collateral Obligation will atthe election of the Issuer (at the direction of the Investment Manager) be“CCC-” provided (i) neither the issuer of such Collateral Obligation norany of its Affiliates are subject to any bankruptcy or reorganizationproceedings and (ii) the issuer has not defaulted on any paymentobligation in respect of any debt security or other obligation of the issuerat any time within the two year period ending on such date ofdetermination, all such debt securities and other obligations of the issuerthat are pari passu with or senior to the Collateral Obligation are currentand the Investment Manager reasonably expects them to remain current;or

with respect to a DIP Collateral Obligation that has no issue rating(iv)by S&P or a Current Pay Obligation that is rated “D” or “SD” by S&P, the S&PRating of such DIP Collateral Obligation or Current Pay Obligation, asapplicable, will be, at the election of the Issuer (at the direction of the InvestmentManager), “CCC-”;

provided that for purposes of the determination of the S&P Rating, (x) if the applicable ratingassigned by S&P to an obligor or its obligations is on “credit watch positive” by S&P, suchrating will be treated as being one sub-category above such assigned rating and (y) if theapplicable rating assigned by S&P to an obligor or its obligations is on “credit watch negative”by S&P, such rating will be treated as being one sub-category below such assigned rating.

Sch. 6- 2

EXHIBIT B

REVISED PROPOSED SUPPLEMENTAL INDENTURE

MARKED TO SHOW REVISIONS

DRAFT 1/1131/18

FIRST SUPPLEMENTAL INDENTURE

among

MAGNETITE XVI, LIMITEDas Issuer

MAGNETITE XVI, LLCas Co-Issuer

and

CITIBANK, N.A.as Trustee

February [2],2, 2018

USActive 39308779.539308779.6

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February [2],2, 2018, among Magnetite XVI, Limited, an exemptedcompany incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”),Magnetite XVI, LLC, a limited liability company formed under the laws of the State of Delaware(the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and Citibank, N.A., a nationalbanking association, as trustee (herein, together with its permitted successors and assigns in thetrusts hereunder, the “Trustee”), hereby amends the Indenture, dated as of December 18, 2015,(as amended from time to time, the “Indenture”), among the Issuer, the Co-Issuer and theTrustee. Capitalized terms used in this Supplemental Indenture that are not otherwise definedherein have the meanings assigned thereto in the Indenture.

W I T N E S S E T H

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture torefinance the Class A Notes, the Class B Notes, the Class C-1 Notes, the Class C-2 Notes, theClass D Notes and the Class E Notes outstanding prior to the effectiveness of this SupplementalIndenture (the “Redeemed Notes”) in accordance with Section 9.2 of the Indenture;

WHEREAS, pursuant to Sections 8.1(a)(vii), 8.1(a)(viii), 8.1(a)(x)(A),8.1(a)(x)(C), 8.1(a)(xxi), and 9.2(g) of the Indenture and subject to certain conditions set forth inthe Indenture, the Trustee and the Co-Issuers may amend the Indenture in order to reflect theterms of a Refinancing with no further consent for such amendment other than from theInvestment Manager and the Holders of a Majority of the Subordinated Notes;

WHEREAS, pursuant to Section 8.2(a) of the Indenture and subject to certainconditions set forth in the Indenture, the Trustee and the Co-Issuers may execute one or moresupplemental indentures for the purpose of adding any provisions to, or changing in any manneror eliminating any of the provisions of, the Indenture or of modifying in any manner the rights ofthe Holders of each Class under the Indenture with the consent of (i) the Investment Managerand (ii) a Majority of each Class materially and adversely affected thereby (or, in certaincircumstances, subject to the consent of each Holder of each Outstanding Note of each Classmaterially and adversely affected thereby);

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture tomake changes to the Indenture necessary to (i) effect a Refinancing of the Redeemed Notes inaccordance with Section 9.2 of the Indenture, (ii) provide for the issuance of additional notes inthe form of Class F Notes (as defined below) in accordance with Section 2.12 of the Indentureand (iii) make certain amendments in connection with a LIBOR replacement event as set forth inSection 3 below;

WHEREAS, the modifications set forth in Section 1 of this SupplementalIndenture shall hereinafter be referred to as the Refinancing Amendments (the “Refinancing Amendments”);

USActive 39308779.539308779.6

inserting the phrase “as amended, restated, supplemented or otherwise(ii)modified from time to time,” at the beginning of the parenthetical setting for the definedterm the “Indenture”;

deleting each instance of “commencing in July 2016” and inserting in its(iii)place “commencing in April 2018”;

replacing the interest rate set forth in each such exhibit with the spread(iv)rate specified for the applicable Class of Refinancing Notes in Section 2.3 of theIndenture (as amended by this Supplemental Indenture); and

making such additional changes as are reasonably acceptable to the(v)Trustee and the Investment Manager in order to make such Exhibits consistent with theterms of the Refinancing Notes.

The Indenture is hereby amended to insert a new Exhibit A10 that is(c)reasonably acceptable to the Trustee and the Investment Manager in order to make such Exhibitconsistent with the terms of the Class F Notes.

Terms of the Offered Notes.Section 2.

The Issuer and the Co-Issuer, as applicable, will issue (i) refinancing notes(a)(the “Refinancing Notes”) the proceeds of which shall be used to redeem the Redeemed Notesand (ii) additional notes in the form of Class F Deferrable Junior Floating Rate Notes (the “Class F Notes” and, together with the Refinancing Notes, the “Offered Notes”) which, in each case,shall have the designations, original principal amounts and other characteristics as set forth inSection 2.3 of the Indenture (as in effect immediately after this Supplemental Indenture).

The Offered Notes shall be issuable in minimum denominations of(b)U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof;

The issuance date of the Offered Notes shall be February [2],2, 2018 (the(c)“Refinancing Date”) and the Redemption Date of the Redeemed Notes shall also be February[2],2, 2018;

Payments on the Offered Notes issued on the Refinancing Date will be(d)made on each Payment Date, commencing on the Payment Date in []April 2018.

By purchasing an Offered Note, each initial holder thereof is deemed to(e)have consented to this Supplemental Indenture and no action on the part of such holders isrequired to evidence such consent.

Reference Rate Amendment to the Indenture.Section 3.

Section 1.1 of the Indenture is amended by inserting the following new(a)definitions in the appropriate alphabetical location:

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““Designated Reference Rate”: The reference rate (and, if applicable, the methodology for calculating such base rate) determined by the Investment Manager (in its commercially reasonable discretion) based on (1) the rate proposed or recommended as a replacement for LIBOR in the leveraged loan market by the Alternative Reference Rates Committee convened by the Federal Reserve, (2) the rate acknowledged as a standard replacement in the leveraged loan market for LIBORsum of (a) the Reference Rate Modifier (if any) and (b) either (i) the quarterly pay reference rate recognized or acknowledged as being the industry standard for leveraged loans (which recognition may be in the form of a press release, a member announcement, a member advice, letter, protocol, publication of standard terms or otherwise) by the Loan Syndications and TradingAssociation® or (3) if 50% or more of the Collateral Obligations are quarterly pay Floating Rate Obligations, the rate that is consistent with the reference rate being(together with any successor organization, “LSTA”) or (ii) the quarterly pay reference rate that is used in calculating the interest rate of at least 50% (by principal amount) of (x) the quarterly pay Floating Collateral Obligations included in the Assets or (y) the floating rate securities issued in the new-issue collateralized loan obligation market in the prior month that bear interest based on a base rate other than LIBORof the Collateral Obligations (by par amount), all as shall be determined by the Investment Manager as of the first day of the Interest Accrual Period during which the Reference Rate Amendment is proposed.”

““Reference Rate”: With respect to (a) Floating Rate Notes, (i) LIBOR, (ii) the Designated Reference Rate upon written notice by the Investment Manager to the Trustee and the Collateral Administrator certifying that the conditions specified in Section 8.2(b)(i) or (ii) and the definition of Designated Reference Rate have been satisfied (which notice the Trustee will promptly forward to the Holders and each Rating Agency) or (iii) the alternate reference rate adopted in a Reference Rate Amendment and (b) floating rate Collateral Obligations, the reference rate applicable to Collateral Obligations calculated in accordance with the related Underlying Instruments. For the avoidance of doubt, the Calculation Agent shall be required to calculate the Interest Rates for each Interest Accrual Period on each relevant determination date after the election of a non-LIBOR Reference Rate.”

““Reference Rate Amendment”: A supplemental indenture to elect a non-LIBOR Reference Rate with respect to the Floating Rate Notes (and make related changes advisable or necessary to implement the use of such replacement rate, including any Reference Rate Modifier) pursuant to Section 8.2(b).”

““Reference Rate Modifier”: Any modifier recognized or acknowledged by LSTA that is applied to a reference rate in order to cause such rate to be comparable to 3 month LIBOR, which may consist of an addition to or subtraction from such unadjusted rate.”

Section 8.1(a) of the Indenture is amended by inserting the following as(b)Clauseclause (xxiii) therein:

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“(xxiii) to change the reference rate in respect of the Floating Rate Notes from LIBOR to an alternate reference rate other than the Designated Reference Rate (such rate, the “LIBOR Replacement Rate”) and to specify administrative procedures related to the calculation of the LIBOR Replacement Rate or add references to the LIBOR Replacement Rate, as applicable, when used with respect to Floating Rate Obligations and make such other amendments as are necessary or advisable in the reasonable judgment of the Investment Manager to facilitate the foregoing changes; provided that such modifications are being undertaken due to (x) a material disruption to LIBOR, (y) a change in the methodology of calculating LIBOR or (z) LIBOR ceasing to be reported on the Reuters Screen (or the reasonable expectation of the Investment Manager that any of the events specified in clause (x), (y) or (z) will occur), and a Majority of the Controlling Class and a Majority of the Subordinated Notes have each consented to such supplemental indenture.”provide administrative procedures and any related modifications of this Indenture (but not a modification of the Reference Rate itself) necessary or advisable in respect of the determination of a Designated Reference Rate.”

Section 8.2(a)(i) of the Indenture is amended by inserting “, except with(c)respect to any supplemental indenture described in Section 8.1(a)(xxiii),” therein immediatelyfollowing “reduce the principal amount thereof or”.

Exhibit C to the Indenture is amended by adding the followingSection 8.2 (d)of the Indenture is further amended to insert the follow as a new paragraph at the endclause (b)thereof:

“Notwithstanding the foregoing, if at any time while any Secured Notes are outstanding, there is a material disruption to LIBOR or LIBOR ceases to exist or be reported on the Reuters Screen, the Investment Manager (on behalf of the Issuer) may select (with notice to the Trustee, the Calculation Agent, the Collateral Administrator and each Rating Agency) an alternative rate, including any applicable spread adjustments thereto (the “Alternative Rate”) that in its commercially reasonable judgment satisfies the conditions specified in the definition of Designated Reference Rate and all references herein to “LIBOR” will mean such Alternative Rate selected by the Investment Manager.”(b)Notwithstanding anything to the contrary set forth in Section 8.2(a) above, the Investment Manager may propose a Reference Rate Amendment in the event that (i) LIBOR is no longer reported (or actively updated) on the Reuters Screen or the administrator for LIBOR has publicly announced that the foregoing will occur within the next six months or (ii) the Investment Manager has determined (in its commercially reasonable judgment) that (A) LIBOR is no longer reported or updated on the Reuters screen or a material disruption to LIBOR or a change in the methodology of calculating LIBOR has occurred or (B) at least 50% (by par amount) of (1) quarterly pay floating rate Collateral Obligations or (2) floating rate collateralized loan obligation notes issued in the preceding three months rely on reference rates other than LIBOR, in each case, determined as of the first day

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of the Interest Accrual Period during which such Reference Rate Amendment is proposed. The Co-Issuers and the Trustee shall execute such proposed Reference Rate Amendment (and make related changes necessary to implement the use of such replacement rate) only if (x) the proposed Reference Rate is a Designated Reference Rate or (y) a Majority of the Controlling Class has consented and the Global Rating Agency Condition has been satisfied; provided, that if the Investment Manager proposes a Reference Rate Amendment to which clause (y) above applies, and either requirement thereof is not satisfied, the Investment Manager shall then propose a Reference Rate that is a Designated Reference Rate, and such Designated Reference Rate shall become the Reference Rate without the execution of a supplemental indenture (other than any supplemental indenture executed in accordance with Section 8.1(a)(xxiii)).”

The definition of “LIBOR” set forth on Exhibit C to the Indenture is (e)amended by:

replacing the penultimate sentence thereof with the following:(i)

“If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures described above, LIBOR will be the greater of (x) the rate determined by the Calculation Agent to be the prime rate in the United States, such rate to change as and when such designated rate changes and (y) 0.00%.”; and

inserting the following sentence at the end thereof:(ii)

“With respect to the Floating Rate Notes, LIBOR shall be the greater of (x) LIBOR as determined pursuant to this definition and (y) 0.00%.”

Issuance and Authentication of the Offered Notes; Cancellation of Section 4.the Redeemed Notes.

The Co-Issuers hereby direct the Trustee (i) to deposit in the Collection(a)Account or Payment Account the proceeds of the Offered Notes received on the RefinancingDate, (ii) to pay the Redemption Price of the Redeemed Notes and (iii) to pay any reasonableexpenses, fees, costs, charges and expenses to be paid on the Refinancing Date, in each case, asdirected by the Investment Manager.

The Offered Notes shall be issued as Rule 144A Global Secured Notes(b)and Regulation S Global Secured Notes and shall be executed by the Co-Issuers and delivered tothe Trustee for authentication and thereupon the same shall be authenticated and delivered to theIssuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following:

Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An(i)Officer’s certificate of each of the Co-Issuers (A) evidencing the authorization byresolution of the execution of this Supplemental Indenture and the execution,authentication and delivery of the Offered Notes (as applicable) and specifying the StatedMaturity, principal amount and Interest Rate of the notes applied for by it and (B)

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certifying that (1) the attached copy of the resolution is a true and complete copy thereof,(2) such resolutions have not been rescinded and are in full force and effect on and as ofthe date of issuance and (3) the Officers authorized to execute and deliver suchdocuments hold the offices and have the signatures indicated thereon.

Officers’ Certificates of Co-Issuers Regarding Indenture. An Officer’s(ii)certificate of each of the Co-Issuers stating that, to the best of the signing Officer’sknowledge, the relevant Co-Issuer is not in default under the Indenture and that theissuance of the Offered Notes 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 isbound, or any order of any court or administrative agency entered in any Proceeding towhich it is a party or by which it may be bound or to which it may be subject; that allconditions precedent provided in the Indenture and this Supplemental Indenture relatingto the authentication and delivery of such notes have been complied with; and that allexpenses due or accrued with respect to the offering of such notes or relating to actionstaken on or in connection with the additional issuance have been paid or reserves thereforhave been made. The Officer’s certificate of the Issuer shall also (A) state that all of itsrepresentations and warranties contained in the Indenture are true and correct as of theRefinancing Date and (B) provide the certifications required pursuant to Section 8.3(hj)of the Indenture.

Officer’s Certificate of the Issuer Regarding Additional Issuance. An(iii)Officer’s certificate of the Issuer dated as of the Refinancing Date to the effect that theconditions set forth in Section 2.12(a) of the Indenture have been satisfied in connectionwith the issuance of the Class F Notes.

Evidence of Required Consents. Satisfactory evidence of the consent of a(iv)Majority of the Subordinated Notes to such issuance and the Supplemental Indenture.

Officer’s Certificate of the Investment Manager. An Officer’s certificate(v)of the Investment Manager dated as of the Refinancing Date (i) consenting to theissuance of the Class F Notes and (ii) stating that the Refinancing to be effected by thisSupplemental Indenture meets the requirements for a Refinancing specified in Section9.2(f) of the Indenture, delivered pursuant to Section 9.2(g) of the Indenture.

Rating Letters. An Officer’s certificate of the Issuer to the effect that(vi)attached thereto is a true and correct copy of (x) a letter signed by Fitch confirming thatthe Class A-R Notes have been assigned at least the applicable Initial Rating and (y) aletter signed by Moody’s confirming that the Class A-R Notes, Class B-R Notes, ClassC-1-R Notes, Class C-2-R Notes, Class D-R Notes and Class E-R Notes have beenassigned at least the applicable Initial Rating.

Opinions. Opinions of (i) Cadwalader, Wickersham & Taft LLP, special(vii)U.S. counsel to the Issuers, (ii) Dentons US LLP, counsel to the Trustee, and (iii) Maplesand Calder, Cayman Islands counsel to the Issuer, in each case dated the RefinancingDate and in form and substance satisfactory to the Issuer.

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Appendix A

Draft Indenture

EXECUTION VERSIONDRAFT 1/1131/18 - Conformed to the First Supplemental Indenture

MAGNETITE XVI, LIMITED,Issuer

MAGNETITE XVI, LLC,Co-Issuer

CITIBANK, N.A.,Trustee

INDENTURE

Dated December 18, 2015

USActive 39791184.539791184.7

“17g-5 Information Website”: A password-protected internet website which shallinitially be located at https://www.sf.citidirect.com, access to which is limited to RatingAgencies and NRSROs who have provided an NRSRO Certification. Any change of the 17g-5Information Website shall only occur after notice has been delivered by the Issuer to the Trustee,the Collateral Administrator, the Investment Manager, the Initial Purchaser and the RatingAgencies.

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

“Accountants’ Effective Date AUP Reports”: Collectively, the Accountants’Effective Date Comparison AUP Report and Accountants’ Effective Date Recalculation AUPReport.

“Accountants’ Effective Date Comparison AUP Report”: A report of agreedupon procedures performed by a firm of Independent certified accountants of internationalrepute, appointed by the Issuer pursuant to Section 10.8(a) and delivered pursuant to Section 7.18(c)(ii)(A).

“Accountants’ Effective Date Recalculation AUP Report”: A report of agreedupon procedures performed by a firm of Independent certified accountants of internationalrepute, appointed by the Issuer pursuant to Section 10.8(a) and delivered pursuant to Section 7.18(c)(ii)(B).

“Accountants’ Report”: An agreed upon procedure report of the firm or firmsappointed by the Issuer pursuant to Section 10.8(a).

“Accounts”: (i) the Payment Account, (ii) the Collection Account, (iii) theRamp-Up Account, (iv) the Revolver Funding Account, (v) the Expense Reserve Account, (vi)the Custodial Account, (vii) the Supplemental Reserve Account and (viii) the Interest ReserveAccount.

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

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

“Adjusted Collateral Principal Amount”: As of any date of determination, (i) theAggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations,Discount Obligations, Purchased Discount Obligations and Deferring Securities), plus (ii)Principal Financed Accrued Interest (excluding any Principal Financed Accrued Interest inrespect of Defaulted Obligations); plus (iii) without duplication, the amounts on deposit in theCollection Account, the Ramp-Up Account and the Supplemental Reserve Account (includingEligible Investments therein) representing Principal Proceeds, plus (iv) the Moody’s CollateralValue of all Defaulted Obligations and Deferring Securities; provided that the AdjustedCollateral Principal Amount will be zero for any Defaulted Obligation which the Issuer hasowned for more than three years after its default date, plus (v) with respect to each DiscountObligation and each Purchased Discount Obligation, the product of (1) the outstanding principal

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amount of such Discount Obligation or Purchased Discount Obligation as of such date,multiplied by (2) the purchase price of such Discount Obligation or Purchased DiscountObligation (expressed as a percentage of par), excluding accrued interest and any syndication orupfront fees paid to the Issuer, but including, at the discretion of the Investment Manager, theamount of any related transaction costs (including assignment fees) paid by the Issuer to theseller of the Collateral Obligation or its agent, minus (vi) the Excess Caa Adjustment Amount;provided that, with respect to any Collateral Obligation that satisfies more than one of thedefinitions of Defaulted Obligation, Discount Obligation, Purchased Discount Obligation orDeferring Security, or any asset that falls into the Caa Excess, such Collateral Obligation shall,for the purposes of this definition, be treated as belonging to the category of CollateralObligations which results in the lowest Adjusted Collateral Principal Amount on any date ofdetermination; provided, further that, for purposes of determining the Moody’s Excess Par, the Adjusted Collateral Principal Amount of all Defaulted Obligations shall be zero.

“Adjusted Weighted Average Moody’s Rating Factor”: As of any MeasurementDate and notwithstanding the final paragraph of the definitions of the terms “Moody’s Rating,”“Moody’s Default Probability Rating” and “Moody’s Derived Rating”, a number equal to theWeighted Average Moody’s Rating Factor determined in the following manner: each applicablerating on credit watch by Moody’s that is (i) on review for upgrade will be treated as havingbeen upgraded by one rating subcategory, (ii) on review for downgrade will be treated as havingbeen downgraded by two rating subcategories and (iii) on negative outlook will be treated ashaving been downgraded by one rating subcategory.

“Administration Agreement”: An agreement between the Administrator and theIssuer (as amended from time to time) relating to the various corporate management functionsthat the Administrator will perform on behalf of the Issuer, including communications withshareholders and the general public, and the provision of certain clerical, administrative andother corporate services in the Cayman Islands during the term of such agreement.

“Administrative Expense Cap”: An amount equal on any Payment Date (whentaken together with any Administrative Expenses paid from the Collection Account pursuant toSection 10.2(d) during the period since the preceding Payment Date or in the case of the firstPayment Date, the period since the Closing Date), to the sum of (i) 0.02% per annum (proratedfor the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-daymonths) of the Fee Basis Amount on the Determination Date relating to the immediatelypreceding Payment Date and (ii) U.S.$200,000 per annum (prorated for the related InterestAccrual Period on the basis of a 360-day year consisting of twelve 30-day months); providedthat (1) in respect of any Payment Date after the third Payment Date following the Closing Date,if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A),Section 11.1(a)(ii)(A) and Section 11.1(a)(iv)(A) (including any excess applied in accordancewith this proviso) on the three immediately preceding Payment Dates and during the relatedCollection Periods is less than the stated Administrative Expense Cap (without regard to anyexcess applied in accordance with this proviso) in the aggregate for such three precedingPayment Dates, then the excess may be applied to the Administrative Expense Cap with respectto the then-current Payment Date; and (2) in respect of the second and third Payment Datesfollowing the Closing Date, such excess amount shall be calculated based on the Payment Datespreceding such Payment Date; provided that to the extent that the cap determined in accordance

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prior notice of any amendment to Moody’s and Fitch in respect of such amendment and a copyof any such amended Approved Index List to the Collateral Administrator.

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

“Asset Quality Matrix”: The following chart (or any other replacement chart (orportion thereof) subject to the satisfaction of the Moody’s Rating Condition) used to determinewhich of the “row/column combinations” (or the linear interpolation between two adjacent rowsand/or two adjacent columns, as applicable) are applicable for purposes of determiningcompliance with the Moody’s Diversity Test, the Maximum Moody’s Rating Factor Test and theMinimum Floating Spread Test, as set forth in Section 7.18(g).



er

[]40 []45 []50 []55 []60 []65 []70 []75 []80 []85

[]2.35% []2022 []2061 []2099 []2116 []2132 []2145 []2158 []2168 []2177 []2186[]0.00

0%

[]2.45% []2056 []2103 []2148 []2175 []2201 []2214 []2228 []2237 []2246 []2254[]0.00

5%

[]2.55% []2090 []2144 []2197 []2233 []2269 []2283 []2297 []2306 []2314 []2322[]0.01

0%

[]2.65% []2124 []2179 []2233 []2272 []2312 []2335 []2357 []2371 []2383 []2392[]0.01

5%

[]2.75% []2158 []2213 []2268 []2311 []2354 []2386 []2417 []2435 []2452 []2461[]0.08

0%

[]2.85% []2193 []2249 []2305 []2348 []2390 []2422 []2454 []2476 []2497 []2513[]0.09

0%

[]2.95% []2228 []2285 []2341 []2384 []2426 []2458 []2490 []2516 []2541 []2564[]0.10

0%

[]3.05% []2263 []2320 []2375 []2418 []2461 []2493 []2526 []2553 []2580 []2604[]0.12

0%

[]3.15% []2298 []2354 []2409 []2452 []2495 []2528 []2561 []2590 []2619 []2644[]0.12

5%

[]3.25% []2331 []2388 []2445 []2488 []2531 []2566 []2600 []2630 []2659 []2684[]0.13

0%

[]3.35% []2363 []2422 []2481 []2524 []2566 []2603 []2639 []2669 []2698 []2723[]0.14

0%

[]3.45% []2398 []2457 []2515 []2561 []2606 []2643 []2679 []2709 []2738 []2763[]0.15

0%

[]3.55% []2433 []2491 []2549 []2597 []2645 []2682 []2718 []2748 []2777 []2802[]0.16

0%

[]3.65% []2466 []2527 []2587 []2635 []2683 []2721 []2757 []2788 []2817 []2842[]0.16

0%

[]3.75% []2499 []2562 []2625 []2673 []2721 []2759 []2799 []2827 []2857 []2881[]0.16

5%

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[]3.85% []2533 []2597 []2661 []2710 []2759 []2797 []2833 []2864 []2895 []2919[]0.16

5%

[]3.95% []2567 []2632 []2697 []2747 []2797 []2834 []2870 []2901 []2932 []2956[]0.17

0%

[]4.05% []2602 []2668 []2733 []2783 []2832 []2870 []2907 []2938 []2968 []2993[]0.17

0%

[]4.15% []2636 []2703 []2769 []2818 []2867 []2906 []2944 []2974 []3004 []3029[]0.17

5%

[]4.25% []2670 []2737 []2804 []2853 []2902 []2941 []2979 []3009 []3039 []3064[]0.17

5%

[]4.35% []2704 []2771 []2838 []2888 []2937 []2976 []3014 []3044 []3073 []3098[]0.17

5%

[]4.45% []2738 []2805 []2872 []2922 []2971 []3010 []3048 []3078 []3107 []3132[]0.18

0%

[]4.55% []2771 []2838 []2905 []2955 []3005 []3043 []3081 []3111 []3140 []3166[]0.18

0%

[]4.65% []2802 []2870 []2937 []2987 []3036 []3075 []3113 []3143 []3173 []3198[]0.18

5%

[]4.75% []2832 []2901 []2969 []3018 []3067 []3106 []3144 []3175 []3205 []3230[]0.19

0%

[]4.85% []2863 []2931 []2999 []3049 []3098 []3137 []3175 []3206 []3236 []3261[]0.20

0%

[]4.95% []2893 []2961 []3029 []3079 []3129 []3167 []3205 []3236 []3266 []3291[]0.20

0%

[]5.05% []2919 []2989 []3059 []3109 []3158 []3197 []3235 []3265 []3295 []3322[]0.21

0%

[]5.15% []2944 []3016 []3088 []3138 []3187 []3226 []3264 []3294 []3324 []3352[]0.21

5%

[]5.25% []2969 []3043 []3116 []3166 []3216 []3254 []3292 []3324 []3355 []3383[]0.21

5%

[]5.35% []2993 []3069 []3144 []3194 []3244 []3282 []3320 []3353 []3386 []3414[]0.22

0%

[]5.45% []3021 []3097 []3171 []3222 []3272 []3312 []3351 []3385 []3418 []3445[]0.22

5%

[]5.55% []3049 []3124 []3198 []3249 []3299 []3341 []3382 []3416 []3449 []3476[]0.22

5%

[]5.65% []3073 []3150 []3226 []3277 []3327 []3369 []3410 []3445 []3479 []3506[]0.23

0%

[]5.75% []3096 []3175 []3254 []3304 []3354 []3396 []3438 []3473 []3508 []3536[]0.23

5%

[]5.85% []3118 []3198 []3279 []3331 []3383 []3426 []3469 []3503 []3537 []3565[]0.24

0%

[]5.95% []3139 []3221 []3303 []3358 []3412 []3456 []3499 []3533 []3566 []3594[]0.24

5%

[]6.05% []3163 []3244 []3325 []3384 []3442 []3484 []3526 []3561 []3595 []3623[]0.25

0%

Maximum Moody’s Rating Factor

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

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

“Board of Directors”: With respect to the Issuer, the directors of the Issuer dulyappointed by the shareholders of the Issuer or the board of directors of the Issuer pursuant to theMemorandum and Articles of the Issuer in accordance with the law of the Cayman Islands, andwith respect to the Co-Issuer, the manager or managers of the Co-Issuer duly appointed by thesole member of the Co-Issuer.

“Board Resolution”: With respect to the Issuer, a resolution of the Board ofDirectors of the Issuer and, with respect to the Co-Issuer, a unanimous written consent by themanager or managers of the Co-Issuer.

“Bond”: A publicly issued or privately placed debt security (that is not a loan(which loan may be in the form of a Participation Interest)).

“Bridge Loan”: Any loan or other obligation that (i) is incurred in connectionwith a merger, acquisition, consolidation, or sale of all or substantially all of the assets of aPerson or similar transaction and (ii) by its terms, is required to be repaid within one year of theincurrence thereof with proceeds from additional borrowings or other refinancings. It isunderstood that any such loan or debt security that has a nominal maturity date of one year orless from the incurrence thereof may have a term-out or other provision whereby (automaticallyor at the sole option of the obligor thereof) the maturity of the indebtedness thereunder can beextended to a later date.

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

“Caa Collateral Obligation”: A Collateral Obligation (other than a DefaultedObligation, a Discount Obligation, a Current Pay Obligation or a Deferring Security) with (x) aMoody’s Rating of “Caa1” or lower and (y) a Market Value equal to less than 100% of the Principal Balance of such Collateral Obligation.

“Caa Excess”: The amount equal to the excess, if any, of the Aggregate PrincipalBalance of all Caa Collateral Obligations over an amount equal to 7.5% of the CollateralPrincipal Amount as of any Measurement Date; provided that, in determining which of the CaaCollateral Obligations shall be included in the Caa Excess, the Caa Collateral Obligations withthe lowest Market Value (assuming that such Market Value is expressed as a percentage of thePrincipal Balance of such Collateral Obligations as of such Measurement Date) shall be deemedto constitute such Caa Excess.

“Calculation Agent”: The meaning specified in Section 7.16.

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payment dates and/or at maturity and does not by its terms provide for earlieramortization or prepayment at a price of less than par;

does not constitute Margin Stock;(vi)

gives rise only to payments that are not subject to withholding tax(vii)(except for withholding imposed on account of FATCA or U.S. withholding taxesimposed on commitment fees, amendment fees, waiver fees, consent fees,extension fees, or similar fees), unless “gross-up” payments are made to the Issuerthat cover the full amount of any such withholding taxes;

has a Moody’s Rating (or, if such Collateral Obligation is a DIP(viii)Collateral Obligation, was assigned a point-in-time rating by Moody’s in the prior1812 months that was withdrawn);

is not a debt obligation whose repayment is subject to substantial(ix)non-credit related risk as determined by the Investment Manager in its reasonablejudgment;

except for Delayed Drawdown Collateral Obligations and(x)Revolving Collateral Obligations, is not an obligation pursuant to which anyfuture advances or payments to the borrower or the obligor thereof may berequired to be made by the Issuer;

if it is a Participation Interest, the Moody’s Counterparty Criteria(xi)is satisfied with respect to the acquisition thereof;

is not a Related Obligation, Long-Dated Obligation, a Zero(xii)Coupon Bond or a Structured Finance Obligation;

will not require the Issuer, the Co-Issuer or the pool of Assets to be(xiii)registered as an investment company under the Investment Company Act;

is not, by its terms, convertible into or exchangeable for an Equity(xiv)Security at any time over its life;

is not the subject of an Offer;(xv)

does not have a Moody’s Rating (or, if such Collateral Obligation(xvi)is a DIP Collateral Obligation, was assigned a point-in-time rating by Moody’s inthe prior 1812 months that was withdrawn) that is below “Caa3”;

if a Floating Rate Obligation, accrues interest at a floating rate(xvii)determined by reference to (1) the Dollar prime rate, federal funds rate or LIBORor (2) a similar interbank offered rate or commercial deposit rate or (3) withnotice to Moody’s, any other then-customary index;

is Registered;(xviii)

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B = Amounts payable (or expected as of the date of determination to be payable) onthe following Payment Date as set forth in clauses (A) and (B) in Section 11.1(a)(i); and

C = Interest due and payable on the Secured Notes of such Class or Classes and eachClass of Secured Notes that rank senior to or pari passu with such Class orClasses (excluding Secured Note Deferred Interest but including any interest onSecured Note Deferred Interest with respect to any Deferred Interest Notes) onsuch Payment Date.

For purposes of calculating the Interest Coverage Ratio, the Class A Notes andthe Class B Notes shall be treated as one Class.

“Interest Coverage Test”: A test that is satisfied with respect to any Class orClasses of Secured Notes (other than the Class E Notes and the Class F Notes) as of any date ofdetermination on, or subsequent to, the Interest Coverage Effective Date, if (i) the InterestCoverage Ratio for such Class or Classes on such date is at least equal to the Required InterestCoverage Ratio for such Class or Classes or (ii) such Class or Classes of Secured Notes is nolonger Outstanding.

“Interest Determination Date”: (x) The second London Banking Day precedingthe first day of each Interest Accrual Period and (y) in the case of the second portion of the firstInterest Accrual Period, the second London Banking Day preceding the LIBOR Reset Date.

“Interest Diversion Test”: A test that applies on or after the Effective Date andduring the Reinvestment Period, which test will be satisfied as of any Measurement Date if theOvercollateralization Ratio with respect to the Class E Notes as of such Measurement Date is atleast equal to []104.2%.

“Interest Only Security”: Any obligation or security that does not provide in therelated Underlying Instruments for the payment or repayment of a stated principal amount in oneor more installments on or prior to its stated maturity.

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

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

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

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

“Investment Company Act”: The United States Investment Company Act of1940, as amended.

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

“Investment Criteria Adjusted Balance”: With respect to each CollateralObligation, the outstanding principal balance of such Collateral Obligation; provided that theInvestment Criteria Adjusted Balance of any (i) Deferring Security shall be its Moody’sCollateral Value, (ii) Discount Obligation or Purchased Discount Obligation shall be the productof (1) its purchase price (expressed as a percentage of par and determined without averagingprices of purchases on different dates) and (2) its outstanding principal balance, and (iii)Collateral Obligation included in the Caa Excess shall be the Market Value of such CollateralObligation; provided, further, that the Investment Criteria Adjusted Balance of any CollateralObligation that satisfies more than one of the definitions of Deferring Security or DiscountObligation or is included in the Caa Excess shall be the lowest amount determined pursuant toclauses (i), (ii) and (iii) above.

“Investment Management Agreement”: The agreement dated as of the ClosingDate to be entered into between the Issuer and the Investment Manager relating to themanagement of the Collateral Obligations and the other Assets by the Investment Manager onbehalf of the Issuer, as amended from time to time in accordance with the terms hereof andthereof.

“Investment Manager”: BlackRock Financial Management, Inc., a Delawarecorporation, until a successor Person shall have become the Investment Manager pursuant to theprovisions of the Investment Management Agreement, and thereafter Investment Manager shallmean such successor Person.

“Investment Manager Notes”: As of any date of determination, (i) all Notes heldon such date by (1) the Investment Manager, (2) any Affiliate of the Investment Manager or (3)any account, fund, client or portfolio managed or advised on a discretionary basis by theInvestment Manager or any of its Affiliates and (ii) all Notes as to which economic exposure isheld on such date (whether through any derivative financial transaction or otherwise) by anyPerson identified in the foregoing clause (i).

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

“Issuer Order” and “Issuer Request”: A written order or request (which may be astanding order) dated and signed in the name of the Issuer by an Authorized Officer of the Issueror by an Authorized Officer of the Investment Manager pursuant to the Investment ManagementAgreement, as the context may require or permit. An order or request provided in the form of anemail or other electronic communication by an Authorized Officer of the Issuer or the Co-Issuer

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discretion) as of such Measurement Date (or by interpolating between two adjacent rows and/ortwo adjacent columns, as applicable) in accordance with Section 7.18(g).

“Moody’s Industry Classification”: The industry classifications set forth inSchedule 1-A hereto, as such industry classifications shall be updated at the option of theInvestment Manager if Moody’s publishes revised industry classifications.

“Moody’s Par Adjustment”: The meaning set forth in Schedule 4 hereto.

“Moody’s Rating”: With respect to any Collateral Obligation, the ratingdetermined pursuant to the methodology set forth under the heading “Moody’s Rating” onSchedule 4 hereto.

“Moody’s Rating Condition”: For so long as Moody’s is a Rating Agency, acondition that is satisfied if, with respect to any event or circumstance, Moody’s provides writtenconfirmation (which may take the form of a press release or other written communication) thatthe occurrence of that event or circumstance will not cause Moody’s to downgrade or withdrawits then-current rating assigned to any Class of Secured Notes; provided that the Moody’s RatingCondition will be deemed inapplicable if no Secured Notes are then Outstanding;

provided further that, notwithstanding the foregoing, with respect to any event or circumstancethat requires satisfaction of the Moody’s Rating Condition, such Moody’s Rating Condition shallbe deemed inapplicable with respect to such event or circumstance if (1) Moody’s has made apublic statement to the effect that it will no longer review events or circumstances of the typerequiring satisfaction of the Moody’s Rating Condition in this Indenture for purposes ofevaluating whether to confirm the then-current ratings (or initial ratings) of obligations rated byMoody’s, (2) Moody’s has communicated to the Issuer, the Investment Manager or the Trustee(or their counsel) that it will not review such event or circumstance for purposes of evaluatingwhether to confirm the then-current rating (or initial rating) of the Secured Notes, (3) Moody’swithdraws its ratings of the applicable Class of Secured Notes, at which time it no longerconstitutes a Rating Agency with respect thereto or (4) if confirmation that has been requested(in writing or by email to [email protected]) from Moody’s at least three separatetimes during a 15 Business Day period and Moody’s has either not made any response to suchrequests or has not indicated in response to any such request that it will consider the applicationfor satisfaction of the Moody’s Rating Condition.

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Number of Moody’sRatings SubcategoriesDifference Between the

Moody’s Ratingand the Moody’s Default

Probability RatingSenior Secured

Loans**Second Lien

Loans*Other Collateral

Obligations

+2 or more 60% 55% 45%+1 50% 45% 35%0 45% 35% 30%-1 40% 25% 25%-2 30% 15% 15%-3 or less 20% 5% 5%

* If such Collateral Obligation does not have both a CFR and an Assigned Moody’s Rating (as such terms aredefined in Schedule 4), then its Moody’s Recovery Rate will be determined under the “Other CollateralObligations” column.

** A First Lien Last Out Loan will be deemed to be a Second Lien Loan for purposes of determining the Moody’sRecovery Rate of such First Lien Last Out Loan.

if the Collateral Obligation is a DIP Collateral Obligation or a(iii)Participation Interest therein (other than a DIP Collateral Obligation which hasbeen specifically assigned a recovery rate by Moody’s), 50%.

“Moody’s Weighted Average Recovery Adjustment”: As of any MeasurementDate, the greater of (a) zero and (b) the product of (i) (A) the Weighted Average Moody’sRecovery Rate as of such date of determination multiplied by 100 minus (B) 44 and (ii) (A) withrespect to the adjustment of the Maximum Moody’s Rating Factor Test, the Recovery RateModifier Matrix based upon the applicable “row/column combination” then in effect and (B)with respect to the adjustment of the Minimum Floating Spread, the number set forth in the AssetQuality Matrix under “Spread Modifier” corresponding to the Minimum Weighted AverageSpread selected by the Investment Manager; provided that if the Weighted Average Moody’sRecovery Rate for purposes of determining the Moody’s Weighted Average RecoveryAdjustment is greater than 60%, then such Weighted Average Moody’s Recovery Rate willequal 60% unless the Moody’s Rating Condition is satisfied; provided, further, that the amountspecified in clause (b)(i) above may only be allocated once on any date of determination and theInvestment Manager shall designate to the Collateral Administrator in writing on each such datethe portion of such amount that shall be allocated to clause (b)(ii)(A) and the portion of suchamount that shall be allocated to clause (b)(ii)(B) (it being understood that, absent an expressdesignation by the Investment Manager, all such amounts shall be allocated to clause (b)(ii)(A)).

[“Non-Call Period”: The period from the Closing Date to but excluding thePayment Date in January 2018.]

“Non-Clearing Agency Security”: The meaning specified in Section 2.2(b)(ii).

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“Process Agent”: The meaning specified in Section 7.2.

“Purchased Discount Obligation”: As of any date of determination, with respectto a floating rate Collateral Obligation, an obligation that has been purchased at a purchase priceof less than 100% and has been irrevocably designated as a Purchased Discount Obligation in thesole discretion of the Investment Manager in a notice delivered to the Trustee and the CollateralAdministrator on or prior to the first date of determination following acquisition by the Issuer ofsuch Collateral Obligation; provided that an obligation will only be deemed to be a PurchasedDiscount Obligation if, as of such date of determination (i) it is not a Discount Obligation and,(ii) and the Coverage Tests are satisfied and (iii) after giving effect to such designation, the current Aggregate Principal Balance of Collateral Obligations which have been designated as Purchased Discount Obligations does not exceed 15% of the Aggregate Principal Balance.

“QEF”: The meaning specified in Section 7.17(b).

“QIB/QP”: Any Person that, at the time of its acquisition, purported acquisitionor proposed acquisition of Notes is both a Qualified Institutional Buyer and a QualifiedPurchaser (or an entity owned exclusively by Qualified Purchasers).

“Qualified Broker/Dealer”: Any of Bank of America, NA, The Bank of Montreal,The Bank of New York Mellon, The Royal Bank of Scotland plc, Barclays Bank plc, BNPParibas, Broadpoint Securities Inc., Calyon, Canadian Imperial Bank of Commerce, CantorFitzgerald, Citadel Securities, Citibank, N.A., Credit Agricole S.A., Credit Suisse, DeutscheBank AG, FBR Capital Markets, Gleacher & Company Securities, Inc., Goldman Sachs & Co.,HSBC Bank, JPMorgan Chase Bank, N.A., Knight/Libertas, Lazard Ltd., Macquarie Bank,Mizuho Bank, Ltd., Morgan Stanley & Co., Natixis, Nomura Securities Inc., Northern TrustCompany, Oppenheimer & Co. Inc., Royal Bank of Canada, Scotia Bank, Société Générale, SunTrust Bank, The Toronto-Dominion Bank, U.S. Bank National Association, UBS AG or WellsFargo Bank, National Association, or a banking or securities Affiliate of any of the foregoing,and any other financial institution so designated by the Investment Manager (in its solediscretion) with notice to the Rating Agencies.

“Qualified Institutional Buyer”: The meaning specified in Rule 144A.

“Qualified Purchaser”: The meaning specified in Section 2(a)(51) of theInvestment Company Act and Rule 2a51-2 under the Investment Company Act.

“Ramp-Up Account”: The account established pursuant to Section 10.3(c).

“Rating”: The Moody’s Rating and/or Fitch Rating, as applicable.

“Rating Agency”: Each of Moody’s and Fitch or, with respect to the Assetsgenerally, Moody’s, Fitch or S&P; provided that if at any time Moody’s, Fitch, or S&P cease toprovide rating services with respect to debt obligations, “Rating Agency” shall mean any othernationally recognized investment rating agency selected by the Issuer (or the InvestmentManager on behalf of the Issuer). In the event that at any time Fitch ceases to be a RatingAgency, references to rating categories of Fitch in this Indenture shall be deemed instead to be

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references to the equivalent categories of such other rating agency as of the most recent date onwhich such other rating agency and Fitch published ratings for the type of obligation in respectof which such alternative rating agency is used. In the event that at any time Moody’s ceases tobe a Rating Agency, references to rating categories of Moody’s in this Indenture shall be deemedinstead to be references to the equivalent categories of such other rating agency as of the mostrecent date on which such other rating agency and Moody’s published ratings for the type ofobligation in respect of which such alternative rating agency is used.

“Record Date”: With respect to the Global Notes, the date one day prior to theapplicable Payment Date and, with respect to the Certificated Secured Notes or Non-ClearingAgency Securities, the date 15 days prior to the applicable Payment Date.

“Recovery Rate Modifier Matrix”: The following chart, used to determine whichof the “row/column combinations” (or the linear interpolation between two adjacent rows and/ortwo adjacent columns, as applicable) are applicable for purposes of determining the Moody’sWeighted Average Recovery Adjustment:



[]40 []45 []50 []55 []60 []65 []70 []75 []80 []85

[]2.35% []50 []52 []53 []53 []54 []54 []53 []53 []54 []54[]2.45% []51 []52 []53 []54 []54 []54 []54 []55 []55 []55[]2.55% []52 []52 []53 []54 []55 []55 []55 []56 []57 []57[]2.65% []53 []53 []53 []54 []55 []55 []56 []57 []59 []59[]2.75% []54 []54 []54 []54 []54 []55 []56 []59 []61 []62[]2.85% []54 []55 []55 []55 []56 []57 []58 []59 []61 []62[]2.95% []54 []55 []56 []56 []57 []58 []59 []60 []61 []61[]3.05% []55 []56 []57 []58 []59 []60 []61 []61 []62 []62[]3.15% []55 []56 []58 []60 []61 []61 []62 []62 []63 []62[]3.25% []56 []58 []60 []61 []62 []62 []63 []63 []63 []63[]3.35% []58 []60 []61 []62 []63 []63 []63 []63 []63 []63[]3.45% []59 []60 []62 []62 []63 []63 []64 []64 []64 []64[]3.55% []59 []61 []63 []63 []63 []64 []64 []64 []64 []64[]3.65% []61 []62 []64 []64 []64 []64 []64 []64 []64 []64[]3.75% []63 []63 []64 []64 []65 []65 []65 []65 []65 []65[]3.85% []63 []64 []65 []65 []65 []65 []65 []65 []65 []65[]3.95% []64 []65 []65 []65 []65 []65 []65 []65 []65 []65[]4.05% []65 []65 []66 []66 []66 []66 []66 []66 []66 []66[]4.15% []65 []66 []66 []66 []66 []66 []66 []66 []66 []66[]4.25% []66 []66 []66 []66 []66 []66 []66 []66 []67 []67[]4.35% []66 []66 []66 []66 []66 []66 []66 []67 []67 []68[]4.45% []66 []66 []67 []66 []66 []67 []67 []67 []68 []69[]4.55% []67 []67 []67 []67 []66 []67 []68 []68 []69 []70[]4.65% []67 []67 []67 []67 []67 []68 []69 []69 []70 []71[]4.75% []67 []67 []67 []68 []68 []69 []70 []70 []71 []71[]4.85% []67 []67 []67 []68 []69 []70 []71 []71 []72 []72[]4.95% []67 []67 []68 []69 []70 []71 []72 []72 []73 []73

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[]40 []45 []50 []55 []60 []65 []70 []75 []80 []85

[]5.05% []68 []68 []68 []70 []71 []72 []72 []73 []74 []74[]5.15% []69 []69 []69 []70 []72 []72 []73 []74 []75 []74[]5.25% []69 []70 []70 []71 []72 []73 []74 []74 []75 []75[]5.35% []69 []70 []71 []72 []73 []74 []75 []75 []75 []75[]5.45% []69 []70 []72 []73 []74 []75 []75 []75 []75 []75[]5.55% []68 []71 []73 []74 []75 []75 []75 []75 []75 []75[]5.65% []70 []72 []74 []75 []76 []76 []76 []76 []75 []76[]5.75% []72 []73 []74 []75 []76 []76 []76 []76 []76 []76[]5.85% []72 []74 []75 []76 []76 []76 []76 []76 []76 []76[]5.95% []73 []75 []76 []76 []76 []76 []76 []76 []76 []76[]6.05% []73 []75 []77 []77 []76 []77 []77 []76 []76 []76

Moody’s Recovery Rate Modifier

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

“Redemption Price”: (i) For each Secured Note to be redeemed or re-priced (1)100% of the Aggregate Outstanding Amount of such Secured Note, plus (2) accrued and unpaidSecured Note Deferred Interest, plus (3) accrued and unpaid interest thereon (including intereston any accrued and unpaid Secured Note Deferred Interest, in the case of the Deferred InterestNotes and any accrued and unpaid interest on defaulted interest, in the case of the Class A Notesand the Class B Notes) to the Redemption Date or Re-Pricing Date, and (ii) for eachSubordinated Note, its proportional share (based on the Aggregate Outstanding Amount of theSubordinated Note) of the portion of the proceeds of the remaining Assets (after giving effect tothe Optional Redemption or Tax Redemption of the Secured Notes in whole or after all of theSecured Notes have been repaid in full and payment in full of (and/or creation of a reserve for)all expenses (including all Management Fees and Administrative Expenses) of the Co-Issuers)that is distributable to the Subordinated Notes; provided that, in connection with any TaxRedemption, Holders of 100% of the Aggregate Outstanding Amount of any Class of SecuredNotes may elect to receive less than 100% of the Redemption Price that would otherwise bepayable to the Holders of such Class of Secured Notes.

“Refinancing”: A loan or an issuance of replacement securities, whose terms ineach case will be negotiated by the Investment Manager on behalf of the Issuer, from one ormore financial institutions or purchasers to refinance the Secured Notes in connection with anOptional Redemption, it being understood that any rating of such replacement securities by aRating Agency will be based on a credit analysis specific to such replacement securities andindependent of the rating of the Secured Notes being refinanced.

“Refinancing Date”: February [],2, 2018.

“Refinancing Notes”: The Class A-R Notes, the Class B-R Notes, the ClassC-1-R Notes, the Class C-2-R Notes, the Class D-R Notes and the Class E-R Notes.

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

“Refinancing Purchase Agreement”: The agreement, dated as of the RefinancingDate, between the Co-Issuers and Credit Suisse Securities (USA) LLC, as initial purchaser of theRefinancing Notes and the Class F Notes.

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

“Registered”: In registered form for U.S. federal income tax purposes (or inregistered or bearer form if not a “registration-required obligation” as defined in Section163(f)(2)(A) of the Code).

“Registered Investment Adviser”: A Person duly registered as an investmentadviser in accordance with the Investment Advisers Act.

“Registered Office Agreement”: The agreement dated August 5, 2015 betweenthe Issuer and the Administrator (as amended from time to time) for the provision of registeredoffice facilities to the Issuer.

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

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

“Reinvestment Period”: The period from and including the Closing Date to andincluding the earliest of (i) the Payment Date in [],January 2020, (ii) any date on which theMaturity of any Class of Secured Notes is accelerated following an Event of Default pursuant tothis Indenture and (iii) the date on which the Investment Manager determines (in its solediscretion) and notifies the Issuer, the Trustee (who shall notify the Holders of the Notes), Fitchand the Collateral Administrator that it can no longer reinvest in additional CollateralObligations in accordance with this Indenture and the Investment Management Agreement;provided that, with respect to this clause (iii) (and prior to the dates in clauses (i) and (ii) above),the Reinvestment Period can be reinstated by the Issuer (as directed by the Investment Manager,who shall also notify Fitch, the Trustee (who shall notify the Holders of the Debt) and theCollateral Administrator of such reinstatement).

“Reinvestment Target Par Balance”: As of any date of determination, the TargetInitial Par Amount minus (i) the amount of any reduction in the Aggregate Outstanding Amountof the Notes by operation of the Priority of Payments plus (ii) the aggregate amount of PrincipalProceeds that result from the issuance of any additional notes pursuant to Section 2.12 andSection 3.2 (after giving effect to such issuance of any additional notes).

“Related Obligation”: An obligation issued by the Investment Manager, any ofits Affiliates that are collateralized debt obligation funds or any other Person that is acollateralized debt obligation fund whose investments are primarily managed by the InvestmentManager or any of its Affiliates.

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“Repack Obligation”: Any obligation of a special purpose vehicle (i)collateralized or backed by a Structured Finance Obligation or (ii) the payments on whichdepend on the cash flows from one or more credit default swaps or other derivative financialcontracts that reference a Structured Finance Obligation or a Loan.

“Re-Priced Class”: The meaning specified in Section 9.7(a).

“Re-Pricing”: The meaning specified in Section 9.7(a).

“Re-Pricing Date”: The meaning specified in Section 9.7(b).

“Re-Pricing Eligible Notes”: The meaning specified in Section 9.7(a).

“Re-Pricing Intermediary”: The meaning specified in Section 9.7(a).

“Re-Pricing Rate”: The meaning specified in Section 9.7(b).

“Repurchased Notes”: Any Secured Notes purchased by the Issuer pursuant toSection 2.13.

“Request for Issuance of Non-Clearing Agency Security”: A duly executedcertificate substantially in the form of Exhibit H hereto.

“Required Interest Coverage Ratio”: With respect to a specified Class or Classesof Secured Notes and the related Interest Coverage Ratio, as of any date of determination, theapplicable percentage indicated below opposite such specified Class or Classes:

ClassRequired

Interest Coverage RatioA/B []120.0%C []115.0%D []110.0%

“Required Overcollateralization Ratio”: With respect to a specified Class orClasses of Secured Notes and the related Overcollateralization Ratio, as of any date ofdetermination, the applicable percentage indicated below opposite such specified Class orClasses:

ClassRequired

Overcollateralization RatioA/B []121.6%C []114.0%D []108.4%E []103.7%

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

“Target Initial Par Amount”: U.S.$[499,000,000].499,000,000.

“Target Initial Par Condition”: A condition satisfied as of the Effective Date ifthe Aggregate Principal Balance of Collateral Obligations that are held by the Issuer and that theIssuer has committed to purchase on such date, together with, without duplication, the amount ofany proceeds of prepayments, maturities or redemptions of Collateral Obligations purchased bythe Issuer prior to such date (other than any such proceeds that have been reinvested, orcommitted to be reinvested, in Collateral Obligations held by the Issuer on the Effective Date),will equal or exceed the Target Initial Par Amount; provided that for purposes of this definition,any Collateral Obligation that becomes a Defaulted Obligation prior to the Effective Date shallbe treated as having a Principal Balance equal to its Moody’s Collateral Value.

“Tax”: Any tax, levy, impost, duty, charge, deduction, withholding or assessmentof any nature (including interest, penalties and additions thereto) imposed by any governmentaltaxing authority.

“Tax Event”: An event that occurs as of any date of determination if on or priorto the next Payment Date following such date of determination (i)(1) one or more Obligors underany Collateral Obligations or Eligible Investments are required to deduct or withhold from anypayments under such Collateral Obligations or Eligible Investments to the Issuer for or onaccount of any Tax (other than withholding taxes imposed on commitment fees, amendmentfees, waiver fees, consent fees, or similar fees, in each case to the extent that such withholdingtaxes do not exceed 30% of the amount of such fees) for whatever reason and such Obligor is notrequired to pay to the Issuer such additional amount as is necessary to ensure that the net amountactually received by the Issuer (free and clear of Taxes, whether assessed against such Obligor orthe Issuer) will equal the full amount that the Issuer would have received had no such deductionor withholding occurred and (2) the total amount of such deductions or withholdings on suchCollateral Obligations or Eligible Investments results in a payment by, or charge or tax burdento, the Issuer that results or will result in the withholding of 5% or more of ScheduledDistributions for any Collection Period, or (ii) any jurisdiction imposes net income, profits orsimilar Tax on the Issuer in an aggregate amount in any Collection Period in excess ofU.S.$1,000,000.

“Tax Guidelines”: The guidelines set forth in Annex A of the InvestmentManagement Agreement.

“Tax Jurisdiction”: (a) The Bahamas, Bermuda, the British Virgin Islands, theCayman Islands, the Channel Islands, Luxembourg, Jersey, Singapore, Curacao, St. Maarten orthe Netherlands Antilles so long as each such jurisdiction is rated at least “Aa3” by Moody’s and(b) upon satisfaction of the Moody’s Rating Condition with respect to the treatment of anotherjurisdiction as a Tax Jurisdiction, such other jurisdiction.

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(3) LIBOR shall be calculated in accordance with the definition of LIBOR set forth in Exhibit C hereto. Thespread over LIBOR (and in the case of the Fixed Rate Notes, the interest rate) with respect to any Class ofSecured Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes,subject to the conditions set forth in Section 9.7.

(4) The Combination Notes shall not bear interest at a stated rate, but shall be entitled to receive interest withrespect to the Class C-1 Notes comprising the Class C-1 Note Component. The Class C-1 Note Component ofthe Combination Notes shall receive interest at the same Interest Rate as the Class C-1 Notes representedthereby on the principal amount outstanding of the Class C-1 Notes. The Subordinated Note Component of theCombination Notes shall receive distributions in respect of the Subordinated Notes represented thereby inaccordance with the Priority of Payments and this Indenture.

(5) Holders of the Combination Notes are entitled to all of the payment, distribution, redemption, voting andconsent rights of holders of the Class C-1 Notes and the Subordinated Notes as determined by reference to theprincipal amount outstanding of (x) the Class C-1 Notes represented by the Class C-1 Note Component held bysuch holder compared with the principal amount outstanding of all Class C-1 Notes (including thoserepresented by the Class C-1 Note Component) and (y) the Subordinated Notes represented by theSubordinated Note Component held by such holder compared with the principal amount outstanding of allSubordinated Notes (including those represented by the Subordinated Note Component).

(6) The minimum denomination of the Subordinated Notes shall be U.S.$25,000 for (a) Knowledgeable Employeeswith respect to the Issuer or the Investment Manager and (b) transferees purchasing a Non-Clearing AgencySecurity originally issued to a Knowledgeable Employee with respect to the Issuer or the Investment Manager.

The Refinancing Notes issued on the Refinancing Date shall be divided into theClasses, having the designations, original principal amounts and other characteristics as follows:

DesignationClass A-R

NotesClass B-R

NotesClass C-1-R

NotesClass C-2-R

NotesClass D-R

NotesClass E-R

NotesClass FNotes

Type SeniorSecured

Floating Rate

Senior SecuredFloating Rate

DeferrableMezzanine

Floating Rate

DeferrableMezzanine

Floating Rate

DeferrableMezzanine

Floating Rate

DeferrableMezzanine

Floating Rate

DeferrableMezzanine

Floating RateIssuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer IssuerInitial Principal

Amount(U.S.$) $335,000, 000 $45,000,000 $11,579,000 $18,171,000 $25,250,000 $25,000,000 $10,000,000

ExpectedMoody’sInitial Rating “[Aaa (sf)]” “[Aa2 (sf)]” “[A2 (sf)]” “[A2 (sf)]” “[Baa3 (sf)]” “[Ba3 (sf)]” “[B3 (sf)]”

Expected FitchInitial Rating “[AAAsf]” N/A N/A N/A N/A N/A N/A

InterestRate(3)

LIBOR +[]0.80%

LIBOR +[]1.20%

LIBOR +[]1.60%

LIBOR +[]1.60%

LIBOR +[]2.15%

LIBOR +[]5.00%

LIBOR +[]6.50%

InterestDeferrable

No No Yes Yes Yes Yes Yes

StatedMaturity

Payment Datein January 2028

Payment Datein January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028

PaymentDate in

January 2028Minimum

Denominations (U.S.$)(IntegralMultiples)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

$250,000($1)

Ranking PriorityClass(es)

None A-R A-R, B-R A-R, B-RA-R, B-R,

C-RA-R, B-R,C-R, D-R

A-R, B-R,C-R, D-R,

E-R

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Manager on behalf of the Issuer for further remittance to such Non-Permitted RegulatoryHolder.

The terms and conditions of any sale under this Section 2.11(e) (other than(iv)the bidding process described in Section 2.11(e)(i)) shall be determined in the solediscretion of the Issuer, or the Investment Manager on behalf of the Issuer, and none ofthe Issuer, the Investment Manager or the Trustee shall be liable to such Non-PermittedRegulatory Holder as a result of any such sale or the exercise by the Issuer of suchdiscretion.

Additional Issuance. (a) At any time during the ReinvestmentSection 2.12Period and with at least 15 days’ prior written notice to the Trustee, the Co-Issuers (at thedirection of the Investment Manager) may (i) issue and sell additional notes of any one or morenew classes of securities that are fully subordinated to the existing Secured Notes (or to the mostjunior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to thisIndenture, if any class of securities issued pursuant to this Indenture other than the SecuredNotes and the Subordinated Notes is then Outstanding) (such additional notes described in this clause (iii), “Junior Mezzanine Notes”) and/or (ii) issue and sell additional notes of any one ormore existing Classes (other than the Combination Notes) and use the net proceeds to purchaseadditional Collateral Obligations or as otherwise permitted under this Indenture, provided thatthe following conditions are met:

the Investment Manager consents to such issuance, and such issuance is(i)consented to by a Majority of the Subordinated Notes;

in the case of additional notes of any one or more existing Classes, the(ii)Aggregate Outstanding Amount of Secured Notes and/or Subordinated Notes of suchClass issued in all additional issuances shall not exceed 100% of the respective originalAggregate Outstanding Amount of the Secured Notes and/or Subordinated Notes of suchClass;

in the case of additional notes of any one or more existing Classes, the(iii)terms of the securities issued or funded must be identical to the respective terms ofpreviously issued Notes of the applicable Class (except that the interest due on anyadditional notes will accrue from the issue date of such additional notes and the interestrate and price of such notes do not have to be identical to those of the initial Notes of thatClass; provided that the interest rate of any such additional notes shall not be greater thanthe interest rate of the initial Notes of that Class);

in the case of additional notes of any one or more existing Classes, unless(iv)only additional Subordinated Notes and/or Junior Mezzanine Notes are being issued,additional notes of all Classes (other than the Combination Notes) must be issued andsuch issuance of additional notes must be proportional across such Classes; provided thatthe principal amount of Subordinated Notes and/or Junior Mezzanine Notes issued in anysuch issuance may exceed the proportion otherwise applicable to the Subordinated Notesand any Junior Mezzanine Notes;

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Component by allocation of payments in respect of the Class C-1 Notes to the Class C-1 NoteComponent and (y) the Subordinated Note Component by allocation of payments in respect ofthe Subordinated Notes to the Subordinated Note Component.

For the avoidance of doubt, on the Refinancing Date, the Combination (d)Notes will be redeemed to the extent of the redemption of the Class C-1 Notes comprising the Class C-1 Note Component. On or after the Refinancing Date, Holders of Combination Notes may exchange their Combination Notes (or interests therein) for a corresponding Subordinated Note (or position therein). Following the date on which all such Combination Notes have been so exchanged, any provisions of this Indenture with respect to Combination Notes shall bedeemed to be inapplicable following the Refinancing Date.

ARTICLE III


Conditions to Issuance of Notes on Closing Date. (a) The NotesSection 3.1to be issued on the Closing Date may be registered in the names of the respective Holdersthereof and may be executed by the Applicable Issuers and delivered to the Trustee forauthentication and thereupon the same shall be authenticated and delivered by the Trustee uponIssuer Order and upon receipt by the Trustee, in each case, of the following:

Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An(i)Officer’s certificate of each of the Co-Issuers (A) evidencing the authorization by BoardResolution of the execution and delivery of this Indenture, and, in the case of the Issuer,the Investment Management Agreement, the Collateral Administration Agreement, theSecurities Account Control Agreement and related transaction documents, the execution,authentication and delivery of the Notes applied for by it and specifying the StatedMaturity, principal amount and Interest Rate of each Class of Secured Notes applied forby it and (with respect to the Issuer only) the Stated Maturity and principal amount ofSubordinated Notes to be authenticated and delivered and (B) certifying that (1) theattached copy of the Board Resolution is a true and complete copy thereof, (2) suchresolutions have not been rescinded and are in full force and effect on and as of theClosing Date and (3) the Officers authorized to execute and deliver such documents holdthe offices and have the signatures indicated thereon.

Governmental Approvals. From each of the Co-Issuers either (A) a(ii)certificate of the Applicable Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at the timehaving jurisdiction in the premises, together with an Opinion of Counsel of suchApplicable Issuer that no other authorization, approval or consent of any governmentalbody is required for the valid issuance of the Notes or (B) an Opinion of Counsel of theApplicable Issuer that no such authorization, approval or consent of any governmentalbody is required for the valid issuance of such Notes except as has been given.

U.S. Counsel Opinions. Opinions of Cadwalader, Wickersham & Taft(iii)LLP, special U.S. counsel to the Co-Issuers and the Initial Purchaser, Dentons US LLP,

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only to such an Event of Default or Default of which the Trustee is deemed to have notice asdescribed in this Section 6.1.

Upon the Trustee receiving written notice from the Investment Manager(e)that an event constituting “cause” as defined in the Investment Management Agreement hasoccurred, the Trustee shall, not later than two Business Days thereafter, notify the Noteholders(as their names appear in the Register) and Fitch.

Whether or not therein expressly so provided, every provision of this(f)Indenture relating to the conduct or affecting the liability of or affording protection to theTrustee shall be subject to the provisions of this Section 6.1 and Section 6.3.

Neither the Trustee nor the Collateral Administrator shall have any(g)responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigationas to, and shall have no obligation in respect of, the terms of any engagement of Independentaccountants by the Issuer (which may be provided by the Investment Manager on behalf of theIssuer); provided, however that if the Issuer directs the Trustee it shall be authorized, uponreceipt of an Issuer Order containing such direction, to execute any acknowledgment or otheragreement with the Independent accountants required for the Trustee to receive any of thereports or instructions provided for herein as specifically set forth in Section 10.8(c). It isunderstood and agreed that the Trustee shall execute such acknowledgement or agreement inconclusive reliance on the foregoing direction of the Issuer. Notwithstanding the foregoing, inno event shall the Trustee be required to execute any agreement in respect of the Independentaccountants that the Trustee determines adversely affects it in its individual capacity.

If, within 90 days after delivery of financial information (including via(h)posting to the Trustee’s website) or the making of disbursements, the Trustee receives writtennotice of an error or omission related thereto (a copy of which written notice the Trustee shallpromptly provide to the Investment Manager and the Issuer), and within five Business Days afterits receipt of a copy of such written notice the Investment Manager, on behalf of the Issuer,confirms such error or omission, then the Trustee agrees to use reasonable efforts to correct sucherror or omission. If the Trustee is not so notified within such 90-day period and no TrustOfficer of the Trustee has actual knowledge within such 90-day period of such error or omission,the Trustee shall have no liability for such error or omission and, absent direction by therequisite percentage of Holders entitled to direct the Trustee in the exercise of remedieshereunder, shall not be required to take any action in connection therewith.

The Trustee is authorized, at the request of the Investment Manager, to(i)accept directions or otherwise enter into agreements regarding the remittance of fees owing tothe Investment Manager.

Notice of Default. Promptly (and in no event later than threeSection 6.2Business Days) after the occurrence of any Default actually known to a Trust Officer of theTrustee or after any declaration of acceleration has been made or delivered to the Trusteepursuant to Section 5.2, the Trustee shall provide to the Investment Manager, each RatingAgency, and all Holders, as their names and addresses appear on the Register, and the Cayman Islands Stock Exchange, for so long as any Class of Notes is listed on the Cayman Islands Stock

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Exchange and so long as the guidelines of such exchange so require, notice of all Defaultshereunder known to the Trustee, unless such Default shall have been cured or waived.

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

the Trustee may conclusively rely and shall be fully protected in acting or(a)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 begenuine and to have been signed or presented by the proper party or parties;

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

whenever in the administration of this Indenture the Trustee shall (i) deem(c)it desirable that a matter be proved or established prior to taking, suffering or omitting any actionhereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in theabsence of bad faith on its part, rely upon an Officer’s certificate or (ii) be required to determinethe value of any Assets or funds hereunder or the cash flows projected to be received therefrom,the Trustee may, in the absence of bad faith on its part, rely on reports of nationally recognizedaccountants (which may or may not be the Independent accountants appointed by the Issuerpursuant to Section 10.8(a)), investment bankers or other persons qualified to provide theinformation required to make such determination, including nationally recognized dealers insecurities of the type being valued and securities quotation services;

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

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

the Trustee shall not be bound to make any investigation into the facts or(f)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 itsdiscretion, may, and upon the written direction of a Majority of the Controlling Class or of aRating Agency shall, make such further inquiry or investigation into such facts or matters as itmay see fit or as it shall be directed, and the Trustee shall be entitled, on reasonable prior noticeto the Co-Issuers and the Investment Manager, to examine the books and records relating to theNotes and the Assets, personally or by agent or attorney, during the Co-Issuers’ or theInvestment Manager’s normal business hours; provided that the Trustee shall, and shall cause itsagents to, hold in confidence all such information, except (i) to the extent disclosure may be

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No Other Business. The Issuer shall not have any employees andSection 7.12shall not engage in any business or activity other than issuing, paying and redeeming the Notesand any additional notes issued pursuant to this Indenture, acquiring, holding, selling,exchanging, redeeming and pledging, solely for its own account, Collateral Obligations andEligible Investments, acquiring, holding, selling, exchanging, redeeming and pledging shares inIssuer Subsidiaries and other activities incidental thereto, including entering into the NotePurchase Agreement and the Transaction Documents to which it is a party. The Issuer shall nothold itself out as originating loans, lending funds, making a market in loans or other assets orselling loans or other assets to customers or as willing to enter into, assume, offset, assign orotherwise terminate positions in derivative financial instruments with customers. The Co-Issuershall not engage in any business or activity other than issuing and selling the Secured Notes(other than the Class E Notes and the Class F Notes) and any additional rated notes issuedpursuant to this Indenture and other activities incidental thereto, including entering into the NotePurchase Agreement and the Transaction Documents to which it is a party. The Issuer and theCo-Issuer may amend, or permit the amendment of, the Memorandum and Articles of the Issuerand the certificate of formation and limited liability company agreement of the Co-Issuer,respectively, only upon satisfaction of the Global Rating Agency Condition.

[Reserved]Maintenance of Listing. So long as any Listed Notes Section 7.13remain Outstanding, the Co-Issuers shall use all reasonable efforts to maintain the listing of such Notes on the Cayman Islands Stock Exchange.

Annual Rating Review. (a) So long as any of the Secured NotesSection 7.14of any Class remain Outstanding, on or before December 18th in each year commencing in 2016,the Applicable Issuers shall obtain and pay for an annual review of the rating of each such Classof Secured Notes from each applicable Rating Agency. The Applicable Issuers shall promptlynotify the Trustee and the Investment Manager in writing (and the Trustee shall promptlyprovide the Holders with a copy of such notice) if at any time the rating of any such Class ofSecured Notes has been, or is known will be, changed or withdrawn.

The Issuer shall obtain and pay for an annual review of any Collateral(b)Obligation which has a Moody’s Default Probability Rating determined under clause (iv) of thedefinition of the term “Moody’s Default Probably Rating” in Schedule 4 and any DIP CollateralObligations.

Reporting. At any time when the Co-Issuers are not subject toSection 7.15Section 13 or 15(d) of the Exchange Act and are not exempt from reporting pursuant to Rule12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note,the Applicable Issuers shall promptly furnish or cause to be furnished Rule 144A Information tosuch Holder or beneficial owner, to a prospective purchaser of such Note designated by suchHolder or beneficial owner, or to the Trustee specifying delivery to such Holder or beneficialowner or a prospective purchaser designated by such Holder or beneficial owner, as the case maybe, in order to permit compliance by such Holder or beneficial owner with Rule 144A under theSecurities Act in connection with the resale of such Note. “Rule 144A Information” shall besuch information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or anysuccessor provision thereto).

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Calculation Agent. (a) The Issuer hereby agrees that for so longSection 7.16as any Floating Rate Notes remain Outstanding there will at all times be an agent appointed(which does not control or is not controlled by or under common control with the Issuer or itsAffiliates or the Investment Manager or its Affiliates) to calculate LIBOR in respect of eachInterest Accrual Period in accordance with the terms of Exhibit C hereto (the “Calculation Agent”). The Issuer hereby appoints the Trustee as the Calculation Agent. The CalculationAgent may be removed by the Issuer or the Investment Manager, on behalf of the Issuer, at anytime. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issueror the Investment Manager, on behalf of the Issuer, the Issuer or the Investment Manager, onbehalf of the Issuer, will promptly appoint a replacement Calculation Agent which does notcontrol or is not controlled by or under common control with the Issuer or its Affiliates or theInvestment Manager or its Affiliates. The Calculation Agent may not resign its duties or beremoved without a successor having been duly appointed. In addition, for so long as any Notes are listed on the Cayman Islands Stock Exchange and the guidelines of such exchange so require, notice of the appointment of any replacement Calculation Agent shall be sent to the Cayman Islands Stock Exchange.

The Calculation Agent shall be required to agree (and the Trustee hereby(b)agrees) that, as soon as possible after 11:00 a.m. London time on each Interest DeterminationDate, but in no event later than 11:00 a.m. New York time on the Business Day immediatelyfollowing each Interest Determination Date, the Calculation Agent will calculate the InterestRate applicable to each Class of Floating Rate Notes during the related Interest Accrual Periodand the Note Interest Amount (in each case, rounded to the nearest cent, with half a cent beingrounded upward) payable on the related Payment Date in respect of such Class of Floating RateNotes and the related Interest Accrual Period. At such time, the Calculation Agent willcommunicate such rates and amounts to the Co-Issuers, the Trustee, each Paying Agent, theInvestment Manager, Euroclear and Clearstream. The Calculation Agent will also specify to theCo-Issuers the quotations upon which the foregoing rates and amounts are based, and in anyevent the Calculation Agent shall notify the Co-Issuers before 5:00 p.m. (New York time) onevery Interest Determination Date if it has not determined and is not in the process ofdetermining any such Interest Rate or Note Interest Amount together with its reasons therefor.The Calculation Agent’s determination of the foregoing rates and amounts for any InterestAccrual Period will (in the absence of manifest error) be final and binding upon all parties.

Certain Tax Matters. (a) The Issuer and the Co-Issuer will treatSection 7.17the Issuer, the Co-Issuer and the Notes as described in the “Certain U.S. Federal Income TaxConsiderations” section of the Offering Circular for all U.S. federal, state and local income andfranchise tax purposes and will take no action inconsistent with such treatment unless requiredby law.

The Co-Issuers shall prepare and file, and the Issuer shall cause each(b)Issuer Subsidiary to prepare and file, or in each case shall hire accountants and the accountantsshall cause to be prepared and filed (and, where applicable, delivered to the Issuer or Holders)for each taxable year of the Issuer, the Co-Issuer and the Issuer Subsidiary the federal, state andlocal income tax returns and reports as required under the Code, or any tax returns orinformation tax returns required by any governmental authority that the Issuer, the Co-Issuer or

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to modify the restrictions on and procedures for resales and other transfers(vi)of Notes to reflect any changes in ERISA or other applicable law or regulation (or theinterpretation thereof) or to enable the Co-Issuers to rely upon any exemption fromregistration under the Securities Act or the Investment Company Act or to removerestrictions on resale and transfer to the extent not required thereunder;

to make such changes as shall be necessary or advisable in order for the(vii)Listed Notes to be or remain listed on an exchange, including the IrishCayman IslandsStock Exchange;

to correct any inconsistency or cure any ambiguity, omission or manifest(viii)errors in this Indenture or to conform the provisions of this Indenture to the OfferingCircular;

to take any action advisable, necessary or helpful to prevent the(ix)Co-Issuers, any Issuer Subsidiary or the Holders of any Class of Notes from becomingsubject to (or to otherwise minimize) withholding or other taxes, fees or assessments(including by complying with FATCA), or to prevent the Co-Issuers from being treatedas engaged in a U.S. trade or business or otherwise being subject to tax on a net incomebasis;

subject to the consent of a Majority of the Subordinated Notes, to make(x)such changes as shall be necessary (A) at any time during the Reinvestment Period, topermit the Co-Issuers to issue additional notes of any one or more new classes that arefully subordinated to the existing Secured Notes (or to the most junior class of securitiesof the Issuer (other than the Subordinated Notes) issued pursuant to this Indenture, if anyclass of securities issued pursuant to this Indenture other than the Secured Notes and theSubordinated Notes is then Outstanding); provided that any such additional issuance ofsecurities shall be issued in accordance with this Indenture, including Section 2.12 andSection 3.2; (B) at any time during the Reinvestment Period, to permit the Co-Issuers toissue additional notes of any one or more existing Classes; provided that any suchadditional issuance of securities shall be issued in accordance with this Indenture,including Section 2.12 and Section 3.2; (C) to issue replacement securities in connectionwith a Refinancing in accordance with this Indenture; (D) to effect a Re-Pricing inaccordance with this Indenture, including Section 9.7; or (E) in connection with theissuance of additional notes, a Refinancing or a Re-Pricing, to make modifications thatare determined by the Investment Manager to be necessary or appropriate in order forsuch issuance of additional notes, Refinancing or Re-Pricing not to be subject to the U.S.Risk Retention Regulations; provided that no amendment or modification under thisclause (x) may modify the definitions of the terms “Redemption Price” or “Non-CallPeriod,” except as permitted under Sections 9.2(d), 9.2(f) and 9.7(a); provided, further,that any amendment to permit the issuance of additional Combination Notes shall requirethe consent of 100% of the Holders of the Combination Notes;

to evidence any waiver by any Rating Agency as to any requirement in(xi)this Indenture that such Rating Agency confirm (or to evidence any other elimination of

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With respect to any supplemental indenture permitted by Section 8.1 or(b)Section 8.2 with respect to which a determination is required as to whether the modificationstherein would have a material and adverse effect on any Class, the Trustee and the Issuer shall beentitled to conclusively rely upon an Opinion of Counsel as to such determination and matters oflaw (which may be supported as to factual (including financial and capital markets) matters byany relevant certificates and other documents necessary or advisable in the judgment of counseldelivering such Opinion of Counsel) or, solely if the Investment Manager is BlackRockFinancial Management, Inc. or an Affiliate thereof, an Officer’s certificate of the InvestmentManager, as to whether or not (i) any Class of Secured Notes would be materially and adverselyaffected by a supplemental indenture and (ii) the Subordinated Notes would be materially andadversely affected by a supplemental indenture. Such determination shall be conclusive andbinding on all present and future Holders. In executing or accepting the additional trusts createdby any supplemental indenture permitted by this Article VIII or the modifications thereby of thetrusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that theexecution of such supplemental indenture is authorized and permitted by this Indenture and thatall conditions precedent thereto have been satisfied. The Trustee shall not be liable for anyreliance made in good faith upon such an Opinion of Counsel or an Officer’s certificate of theInvestment Manager, delivered to the Trustee as described herein. Such determination shall beconclusive and binding on all present and future holders.

Notwithstanding any other provision in Sections 8.1 and 8.2, (x) with(c)respect to any proposed supplemental indenture other than a supplemental indenture (i) toprovide for the issuance of additional Subordinated Notes only or (ii) described in Sections 8.1(a)(x)(C)-(E) or 8.1(a)(xxii), if a Majority of the Controlling Class has provided writtennotice to the Trustee within 10 Business Days after delivery of the initial distribution of suchproposed supplemental indenture that the Majority of the Controlling Class objects to any suchproposed supplemental indenture, the Trustee and the Co-Issuers will not enter into suchsupplemental indenture and (y) any supplemental indenture described in Section 8.2(a)(viii)(B)or 8.2(a)(xi) shall require the consent of each Holder of the Combination Notes.

Notwithstanding anything to the contrary herein, no supplemental(d)indenture (other than with respect to modifications to correct or supplement any inconsistent ordefective provisions or to cure any ambiguity, omission or error in this Indenture or otherwisepermitted pursuant to Section 8.1(viii)) that modifies (1) the Collateral Quality Test or any of itscomponent tests or (2) any term identified herein utilized in the determination of the CollateralQuality Test or any of its component tests may become effective without (A) the consent of aMajority of the Controlling Class and (B) satisfaction of the Moody’s Rating Condition (unlessthe Moody’s Rating Condition is deemed inapplicable as described in the definition of “Moody’sRating Condition”).

For so long as any Notes are listed on the Cayman Islands Stock Exchange (e)and the guidelines of such exchange shall so require, the Issuer shall notify the Cayman Islands Stock Exchange of any material modification of this Indenture. At the cost of the Co-Issuers, forso long as any Notes shall remain Outstanding, not later than 15 Business Days prior to theexecution of any proposed supplemental indenture pursuant to Section 8.1 or Section 8.2, the

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Regulatory Compliance. Notwithstanding anything to the contrarySection 8.6in this Indenture, to the extent required by the Issuer, the Issuer may, upon notice to the Trustee,impose additional restrictions on Subordinated Notes held by Knowledgeable Employees withrespect to the Issuer or the Investment Manager to comply with legislative and regulatorydevelopments, including, but not limited to the “Volcker Rule” contained in the Dodd-FrankWall Street Reform and Consumer Protection Act and other similar laws or regulations,including compelled disposition of Subordinated Notes (or an interest therein) by a Holder orbeneficial owner that is a Knowledgeable Employee with respect to the Issuer or the InvestmentManager.

Modification of Certain Moody’s Definitions. NotwithstandingSection 8.7anything to the contrary in this Indenture, at the discretion of the Investment Manager, thedefinitions of “Diversity Score”, “Moody’s Default Probability Rating”, “Moody’s DerivedRating”, “Moody’s Rating” and “Moody’s Rating Factor” may be modified, including anyschedule, calculation or related definition referenced therein (without the need of a supplementalindenture), upon certification by the Investment Manager that such modification is consistentwith Moody’s current published methodology and delivery of such modification in writing to theIssuer, the Trustee (who shall notify the Holders of such modification), Moody’s and theCollateral Administrator, in each case so long as a Majority of the Controlling Class has not objected thereto within 10 Business Days of notice thereof.

Hedge Agreements. If any supplemental indenture permits theSection 8.8Issuer to enter into a hedge, swap or derivative transaction (each a “hedge agreement”), theCo-Issuers and the Trustee shall not enter into such supplemental indenture unless suchsupplemental indenture requires that, before entering into any such hedge agreement, thefollowing conditions must be satisfied: (a) the Issuer receives written advice of nationalrecognized counsel that either (1) the Issuer entering into such hedge agreement will not cause itto be considered a “commodity pool” as defined in Section 1a(10) of the Commodity ExchangeAct, as amended or (2) if the Issuer would be a commodity pool, (i) the Investment Manager, andno other party, would be the “commodity pool operator” and “commodity trading advisor”, and(ii) with respect to the Issuer as the commodity pool, the Investment Manager is eligible for anexemption from registration as a commodity pool operator and commodity trading adviser withrespect to the Issuer and all conditions precedent to obtaining such an exemption have beensatisfied; (b) the Investment Manager agrees in writing that, for so long as the Issuer is acommodity pool, the Investment Manager will take all action necessary to ensure ongoingcompliance with the applicable exemption from registration as a commodity pool operator andcommodity trading adviser with respect to the Issuer, and any other actions required as acommodity pool operator and commodity trading adviser with respect to the Issuer; (c) the Issuerreceives an Opinion of Counsel that the Issuer entering into such hedge agreement will not, inand of itself, cause the Issuer to become a “covered fund” under the Volcker Rule; (d)(i) theMoody’s Rating Condition has been satisfied with respect to the Issuer’s entry into such hedgeagreement and (ii) Fitch and Moody’s receive notice of the terms of such hedge agreement and acopy of such hedge agreement is sent to Fitch and Moody’s promptly after execution thereof;and (e) such hedge agreement is an interest rate or foreign exchange derivative and the terms ofsuch derivative relate to the loans and reduce the interest rate or foreign exchange risks related tothe loans.

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Tax Redemption. (a) The Notes shall be redeemed in whole butSection 9.3not in part (any such redemption, a “Tax Redemption”) at the written direction (delivered to theIssuer, Investment Manager and Trustee) of (x) a Majority of any Affected Class or (y) aMajority of the Subordinated Notes, in either case following the occurrence and continuation ofa Tax Event.

Upon its receipt of such written direction directing a Tax Redemption, the(b)Trustee shall promptly notify the Investment Manager, the Holders and each Rating Agencythereof.

If an Officer of the Investment Manager obtains actual knowledge of the(c)occurrence of a Tax Event, the Investment Manager shall promptly notify the Issuer, theCollateral Administrator and the Trustee thereof, and upon receipt of such notice the Trusteeshall promptly notify the Holders of the Notes and each Rating Agency thereof.

Redemption Procedures. (a) In the event of any redemptionSection 9.4pursuant to Section 9.2, the written direction of the Holders of the Subordinated Notes and theInvestment Manager required thereby, shall be provided to the Issuer and the Trustee not laterthan 20 days prior to the Business Day on which such redemption is to be made (which date shallbe designated in such notice). In the event of any redemption pursuant to Section 9.3, the writtendirection of (x) a Majority of any Affected Class or (y) a Majority of the Subordinated Notesrequired thereby shall be provided to the Issuer, the Trustee and the Investment Manager notlater than 12 Business Days prior to the Business Day on which such redemption is to be made(which date shall be designated in such notice). In the event of any redemption pursuant toSection 9.2 or Section 9.3, a notice of redemption shall be given by first class mail, postageprepaid, mailed not later than nine Business Days prior to the applicable Redemption Date, toeach Holder of Notes, at such Holder’s address in the Register, and each Rating Agency. So long as any Notes are listed on the Cayman Islands Stock Exchange and so long as the guidelines of such exchange so require, notice of redemption pursuant to Section 9.2 or Section 9.3 shall also be given to the Holders thereof by publication on the Cayman Islands Stock Exchange.

All notices of redemption delivered pursuant to Section 9.4(a) shall state:(b)

the applicable Redemption Date;(i)

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

that all of the Secured Notes to be redeemed are to be redeemed in full and(iii)that interest on such Secured Notes shall cease to accrue on the Payment Date specifiedin the notice;

the place or places where Notes are to be surrendered for payment of the(iv)Redemption Prices, which shall be the office or agency of the Co-Issuers to bemaintained as provided in Section 7.2; and

if all Secured Notes are being redeemed, whether the Subordinated Notes(v)are to be redeemed in full on such Redemption Date and, if so, the place or places where

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Note remains Outstanding; provided that the reason for such non-payment is not the fault of suchNoteholder.

Special Redemption. The Secured Notes will be subject toSection 9.6redemption, in whole or in part, by the Applicable Issuers on any Payment Date (i) during theReinvestment Period, if the Investment Manager notifies the Trustee in writing at least fiveBusiness Days prior to the applicable Special Redemption Date that it has been unable, for aperiod of at least 20 consecutive Business Days, to identify additional Collateral Obligations thatare deemed appropriate by the Investment Manager and which would satisfy the InvestmentCriteria in sufficient amounts to permit the investment or reinvestment of all or a portion of thefunds then in the Collection Account that are to be invested in additional Collateral Obligationsand the Investment Manager elects to designate a portion of those funds as a Special RedemptionAmount or (ii) after the Effective Date, if the Investment Manager notifies the Trustee and Fitchin writing that a redemption is being made pursuant to Section 7.18 in order to cause Moody’s toprovide written confirmation (which may take the form of a press release or other writtencommunication) of its Initial Ratings of the Secured Notes pursuant to Section 7.18(d) (a“Special Redemption”). Any such notice in the case of clause (i) above shall be based upon theInvestment Manager having attempted, in accordance with the standard of care set forth in theInvestment Management Agreement, to identify additional Collateral Obligations as describedabove. On the first Payment Date (and all subsequent Payment Dates) following the CollectionPeriod in which such notice is given (a “Special Redemption Date”), the amount in theCollection Account representing (1) in the case of a Special Redemption during theReinvestment Period, Principal Proceeds which the Investment Manager has determined (in itssole discretion) cannot be reinvested in additional Collateral Obligations and has elected todesignate as a Special Redemption Amount or (2) in the case of a Special Redemption inconnection with the Effective Date, all Interest Proceeds and all other Principal Proceedsallocated by the Investment Manager to make a Special Redemption in accordance with thePriority of Payments on each Payment Date until the Issuer obtains confirmation from Moody’sof its initial ratings of the Secured Notes, will in each case be applied in accordance with thePriority of Payments (each, a “Special Redemption Amount”). In the case of clause (2)immediately above, such amounts will be used for application in accordance with the NotePayment Sequence in an amount sufficient to cause Moody’s to provide written confirmation(which may take the form of a press release or other written communication) of its Initial Ratingsof the Secured Notes pursuant to Section 7.18(d). Notice of payments pursuant to this Section 9.6 shall be given by the Trustee not less than (1) in the case of a Special Redemption describedin clause (i) above, three Business Days prior to the applicable Special Redemption Date and (2)in the case of a Special Redemption described in clause (ii) above, one Business Day prior to theapplicable Special Redemption Date, in each case by first class mail, postage prepaid, to eachHolder of Secured Notes affected thereby at such Holder’s mailing address in the Register and toeach Rating Agency. In addition, for so long as any Listed Notes are listed on the Cayman Islands Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the Holders of such Listed Notes shall also be given by the Issuer or, upon Issuer Order, by the listing agent in the Cayman Islands in the name and at the expense of the Co-Issuers, by publication on the Cayman Islands Stock Exchange.

Re-Pricing of Notes. (a) On any Business Day after the Non-CallSection 9.7Period, at the direction of a Majority of the Subordinated Notes (and with the written consent (in

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The Issuer, the Initial Purchaser, or any successor to the Initial Purchaser,(f)may post the information contained in a Monthly Report or Distribution Report to apassword-protected internet site accessible only to the Holders of the Notes and to theInvestment Manager.

Distribution of Reports and Transaction Documents. The Trustee will(g)make the Monthly Report, the Distribution Report and the Transaction Documents (includingany amendments thereto) and any notices or communications required to be delivered to theHolders in accordance with this Indenture available via its internet website. The Trustee’sinternet website shall initially be located at https://www.sf.citidirect.com. Assistance in using thewebsite can be obtained by calling the Trustee’s customer service desk at 1-800-422-2066.Parties that are unable to use the above distribution option are entitled to have a paper copymailed to them via first class mail by calling the customer service desk and indicating such. TheTrustee shall have the right to change the way such reports and the Transaction Documents aredistributed in order to make such distribution more convenient and/or more accessible to theabove parties and the Trustee shall provide timely and adequate notification to all above partiesregarding any such changes. As a condition to access to the Trustee’s internet website, theTrustee may require registration and the acceptance of a disclaimer. The Trustee shall beentitled to rely on but shall not be responsible for the content or accuracy of any informationprovided in the Monthly Report and the Distribution Report which the Trustee disseminates inaccordance with this Indenture and may affix thereto any disclaimer it deems appropriate in itsreasonable discretion. The Trustee is authorized to make available to Intex Solutions, Inc. eachMonthly Report and Distribution Report.

Cayman Islands Stock Exchange.So long as any Class of Secured Notes is (h)listed on the Cayman Islands Stock Exchange, the Trustee shall inform the Cayman Islands Stock Exchange, if the Trustee received written notice that the Ratings assigned to such Secured Notes are reduced or withdrawn.

Release of Assets. (a) If no Event of Default has occurred and isSection 10.7continuing (other than in the case of sales made pursuant to Sections 12.1(a), (b), (c), (d), (h) and(i)) and subject to Article XII, the Issuer may, by Issuer Order or other written direction (or tradeconfirmation) executed by an Authorized Officer of the Investment Manager, delivered to theTrustee at least one Business Day prior to the settlement date for any sale of an Asset certifyingthat the sale of such Asset is being made in accordance with Section 12.1 hereof and such salecomplies with all applicable requirements of Section 12.1 (which certification shall be deemed tohave been provided upon delivery with such direction), direct the Trustee to release or cause tobe released such Asset from the lien of this Indenture and, upon receipt of such Issuer Order orother written direction, the Trustee shall deliver any such Asset, if in physical form, dulyendorsed to the broker or purchaser designated in such direction or, if such Asset is a ClearingCorporation Security, cause an appropriate transfer thereof to be made, in each case againstreceipt of the sales price therefor as specified by the Investment Manager in such direction;provided that the Trustee may deliver any such Asset in physical form for examination inaccordance with street delivery custom.

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to the payment (in the same manner and order of priority stated in(T)the definition thereof) of any Administrative Expenses to the extent not paidpursuant to clause (A)(2) above due solely to the Administrative Expense Caplimitation contained therein;

to pay the holders of the Subordinated Notes until the(U)Subordinated Notes have satisfied the Incentive Management Fee Threshold (or,during the Reinvestment Period, to the Supplemental Reserve Account, to theextent that any Contributor has directed that a Contribution in respect of itsSubordinated Notes be deposited on such Payment Date into the SupplementalReserve Account subject to the provisions of Section 11.1(e)); and

any remaining Interest Proceeds to be paid (x) 20% to the(V)Investment Manager as part of the Incentive Management Fee payable on suchPayment Date; and (y) 80% to the Holders of the Subordinated Notes (or, in thecase of clause (y) only, during the Reinvestment Period, to the SupplementalReserve Account, to the extent that any Contributor has directed that aContribution in respect of its Subordinated Notes be deposited on such PaymentDate into the Supplemental Reserve Account subject to the provisions of Section 11.1(e)).

On each Payment Date and on any Redemption Date (other than a(ii)Redemption Date in connection with a Partial Redemption by Refinancing unless suchRedemption Date is also a Payment Date), unless an Enforcement Event has occurred andis continuing, Principal Proceeds on deposit in the Collection Account that are receivedon or before the related Determination Date and that are transferred to the PaymentAccount (which will not include (i) amounts required to meet funding requirements withrespect to Delayed Drawdown Collateral Obligations and Revolving CollateralObligations that are deposited in the Revolver Funding Account, (ii) during theReinvestment Period, Principal Proceeds that the Investment Manager intends to investin, or has already committed to the purchase of, Collateral Obligations during the nextInterest Accrual Period and (iii) after the Reinvestment Period, Unscheduled PrincipalPayments and/or proceeds from the sale of Credit Risk Obligations that will be used toreinvest in Substitute Obligations that the Issuer has already committed to purchase) shallbe applied in the following order of priority:

to pay the amounts referred to in clauses (A) through (OQ) of(A)Section 11.1(a)(i) (and in the same manner and order of priority stated therein),but only to the extent not paid in full thereunder; provided that payments under (i)clause (F) and clause (G) of Section 11.1(a)(i) will be made only to the extent theClass C Notes are the Controlling Class at such time, (ii) clause (I) and clause (J)of Section 11.1(a)(i) shall be made only to the extent the Class D Notes are theControlling Class at such time, (iii) clause (L) and clause (M) of Section 11.1(a)(i) shall be made only to the extent the Class E Notes are the ControllingClass at such time and (iv) clause (O) and clause (P) of Section 11.1(a)(i) shall bemade only to the extent the Class F Notes are the Controlling Class at such time;

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

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

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

Notices, Etc., to Trustee, the Co-Issuers, the Investment Manager, Section 14.3the Initial Purchaser, the Collateral Administrator, the Paying Agent, the Administrator and, Each Rating Agency and the Cayman Islands Stock Exchange. (a) Any request, demand,authorization, direction, instruction, order, notice, consent, waiver or Act of Holders orbeneficial owners or other documents provided or permitted by this Indenture to be made upon,given, delivered, e-mailed or furnished to, or filed with:

the Trustee shall be sufficient for every purpose hereunder if made, given,(i)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, byelectronic mail, or by facsimile in legible form, addressed to it at its applicable CorporateTrust Office, or at any other address previously furnished in writing to the other partieshereto by the Trustee, and executed by an Authorized Officer of the entity sending suchrequest, demand, authorization, direction, instruction, order, notice, consent, waiver orother document, provided that any demand, authorization, direction, instruction, order,notice, consent, waiver or other document sent to Citibank, N.A. (in any capacityhereunder) will be deemed effective only upon receipt thereof by Citibank, N.A.;

the Co-Issuers shall be sufficient for every purpose hereunder (unless(ii)otherwise herein expressly provided) if in writing and mailed, first class postage prepaid,hand delivered, sent by overnight courier service or by facsimile in legible form, to theIssuer addressed to it at c/o MaplesFS Limited, P.O. Box 1093 Boundary Hall, CricketSquare, Grand Cayman, KY1-1102, Cayman Islands, Attention: The Directors, facsimileno.: (345) 945-7100, telephone no.: (345) 945-7099, email: [email protected], or tothe Co-Issuer addressed to it at c/o Maples Fiduciary Services (Delaware) Inc., 4001Kennett Pike, Suite 302, Wilmington, Delaware 19807, USA, telephone no. +1 (302)338-9130 or at any other address previously furnished in writing to the other partieshereto by the Issuer or the Co-Issuer, as the case may be, with a copy to the InvestmentManager at its address below;

the Investment Manager shall be sufficient for every purpose hereunder if(iii)in writing and mailed, first class postage prepaid, hand delivered, sent by overnightcourier service in legible form, to the Investment Manager addressed to it at BlackRockFinancial Management, Inc., 55 East 52nd Street, New York, NY 10055, Attention: Peter

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S. Hirsh, with email copies to [email protected] [email protected], or at any other address previously furnished in writing tothe parties hereto;

the Initial Purchaser shall be sufficient for every purpose hereunder if in(iv)writing and mailed, first class postage prepaid, hand delivered, sent by overnight courierservice or by telecopy in legible form, addressed to it at 11 Madison Avenue, New York,New York 10010, Attention: CLO Group, facsimile No. (212) 743-5484, or at any otheraddress subsequently furnished in writing to the Co-Issuers and the Trustee by the InitialPurchaser;

the Collateral Administrator shall be sufficient for every purpose(v)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 guaranteeingnext day delivery, by electronic mail, or by facsimile in legible form, addressed to it atVirtus Group, LP, 1301 Fannin Street, 17th Floor, Houston, Texas 77002, Re.: MagnetiteXVI, Limited, facsimile no. 866-816-3203, or at any other address previously furnishedin writing to the parties hereto;

the Rating Agencies shall be sufficient for every purpose hereunder(vi)(unless otherwise herein expressly provided) if in writing and in the case of Moody’s,mailed, first class postage prepaid, hand delivered, sent by overnight courier service toMoody’s Investors Service, Inc., 7 World Trade Center at 250 Greenwich Street, NewYork, New York, 10007, Attention: CBO/CLO Monitoring or by email [email protected] and in the case of Fitch, by email [email protected];

the Cayman Islands Stock Exchange shall be sufficient for every purpose (vii)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 or by facsimile in legible form, to the Cayman Islands Stock Exchange addressed to it at PO Box 2408, Grand Cayman KY1-1105, Cayman Islands, Telephone: +1 345-945-6060, Fax: +1345-945-6061, Email: [email protected], or as otherwise required by the guidelines of the Cayman Islands Stock Exchange; and

(vii) the Administrator shall be sufficient for every purpose hereunder if(viii)made, given, furnished or filed in writing to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing next daydelivery or by facsimile in legible form, to the Administrator addressed to it at MaplesFSLimited, P.O. Box 1093 Boundary Hall, Cricket Square, Grand Cayman, KY1-1102,Cayman Islands, Attention: Magnetite XVI, Limited.

The Bank (in each of its capacities) agrees to accept and act upon(b)instructions or directions pursuant to this Indenture or any other Transaction Document sent byunsecured email of .pdf or similar files, facsimile transmission or other similar unsecuredelectronic methods of .pdf or similar files; provided, however, that any Person providing suchinstructions or directions shall provide to the Bank an incumbency certificate listing Authorized

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Officers designated to provide such instructions or directions, which incumbency certificate shallbe amended whenever a Person is added or deleted from the listing. If such Person elects to givethe Bank email or facsimile instructions (or instructions by a similar electronic method) and theBank in its discretion elects to act upon such instructions, the Bank’s reasonable understandingof 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 compliancewith such instructions notwithstanding such instructions conflicting with or being inconsistentwith a subsequent written instruction and shall not be liable for any Person’s use of electronicmethods to submit instructions and directions to the Bank.

In the event that any provision in this Indenture calls for any notice or(c)document to be delivered simultaneously to the Trustee and any other person or entity, theTrustee’s receipt of such notice or document shall entitle the Trustee to assume that such noticeor document was delivered to such other person or entity unless otherwise expressly specifiedherein.

Notwithstanding any provision to the contrary contained herein or in any(d)agreement or document related thereto, any report, statement or other information required to beprovided by the Issuer or the Trustee may be provided by providing access to a websitecontaining such information.

Notices to Holders; Waiver. Except as otherwise expresslySection 14.4provided herein, where this Indenture provides for notice to Holders of any event,

such notice shall be sufficiently given to Holders if in writing and mailed,(a)first class postage prepaid, to each Holder affected by such event, at the address of such Holderas it appears in the Register (or, in the case of Holders of Global Notes, emailed to DTC fordistribution to each Holder affected by such event and posted to the Trustee’s website), notearlier than the earliest date and not later than the latest date, prescribed for the giving of suchnotice;

for so long as any Notes are listed on the Cayman Islands Stock Exchange (b)and the guidelines of the Cayman Islands Stock Exchange so require, notices to the Holders of such Notes shall also be sent to the Cayman Islands Stock Exchange; and

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

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

Notwithstanding clause (a) above, a Holder may give the Trustee a written noticethat it is requesting that notices to it be given by electronic mail or by facsimile transmissionsand 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 sorequested; provided that if such notice also requests that notices be given by mail, then suchnotice shall also be given by mail in accordance with clause (a) above.

Subject to the Trustee’s rights under Section 6.3(e), the Trustee will deliver to theHolders any information or notice relating to this Indenture requested to be so delivered by at

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if none of clauses (A) through (D) above apply, the(E)Collateral Obligation will be deemed to have a Moody’s Rating of“Caa3”; and

With respect to a Collateral Obligation other than a Senior Secured(ii)Loan:


if such Collateral Obligation does not have an(B)Assigned Moody’s Rating but the obligor of such CollateralObligation has one or more senior unsecured obligations with anAssigned Moody’s Rating, then the Assigned Moody’s Rating onany such obligation as selected by the Investment Manager in itssole discretion;

if neither clause (A) nor (B) above apply, if such(C)Collateral Obligation does not have an Assigned Moody’s Ratingbut the obligor of such Collateral Obligation has a CFR, then theMoody’s rating that is one subcategory lower than such CFR;

if none of clauses (A), (B) or (C) above apply, if(D)such Collateral Obligation does not have an Assigned Moody’sRating but the obligor of such Collateral Obligation has one ormore subordinated debt obligations with an Assigned Moody’sRating, then the Moody’s rating that is one subcategory higherthan the Assigned Moody’s Rating on any such obligation asselected by the Investment Manager in its sole discretion;

if none of clauses (A) through (D) above apply, at(E)the election of the Investment Manager, the Moody’s DerivedRating; and

if none of clauses (A) through (E) above apply, the(F)Collateral Obligation will be deemed to have a Moody’s Rating of“Caa3”.

“Moody’s Excess Par”: As of any Measurement Date, the number equal to the greater of (i) the Adjusted Collateral Principal Amount minus the Reinvestment Target Par Balance as reduced by any reduction in the Aggregate Outstanding Amount of the Notes and (ii) zero.

“Moody’s Par Adjustment”: As of any Measurement Date, the numberdetermined pursuant to the table below corresponding to the Moody’s Excess Par and theMinimum Floating Spread as of such Measurement Date; provided that, if the Moody’s ExcessPar does not equal a value set forth in the columns below, the Moody’s Par Adjustment

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determined pursuant to the table below shall be interpolated on a linear basis between the twonearest Moody’s Excess Par values:

[PAR ADJUSTMENT TABLE TO BE PROVIDED]


Moody’s Excess Par ($ mm)

0 2 4 6 8 10 12

2.35% 0 29 58 87 116 145 1752.45% 0 28 56 84 112 140 1682.55% 0 26 53 80 107 134 1612.65% 0 25 51 77 103 128 1542.75% 0 24 49 74 98 123 1482.85% 0 23 47 70 94 117 1412.95% 0 22 44 67 89 112 1343.05% 0 21 42 63 85 106 1273.15% 0 20 40 60 80 100 1213.25% 0 19 38 57 76 95 1143.35% 0 17 35 53 71 89 1073.45% 0 16 33 50 67 83 1003.55% 0 15 31 47 62 78 943.65% 0 14 29 43 58 72 873.75% 0 13 26 40 53 67 803.85% 0 12 24 36 49 61 733.95% 0 11 22 33 44 55 674.05% 0 10 20 31 41 52 624.15% 0 9 19 29 39 49 584.25% 0 9 18 27 36 45 544.35% 0 8 16 25 33 42 504.45% 0 7 15 23 31 38 464.55% 0 7 14 21 28 35 424.65% 0 6 12 19 25 32 384.75% 0 5 11 17 23 28 344.85% 0 5 10 15 20 25 304.95% 0 4 8 13 17 22 265.05% 0 3 7 11 14 18 225.15% 0 3 6 9 12 15 185.25% 0 2 4 7 9 11 145.35% 0 1 3 5 6 8 105.45% 0 1 2 3 4 5 65.55% 0 0 0 1 1 1 25.65% 0 0 0 0 0 0 05.75% 0 0 0 0 0 0 05.85% 0 0 0 0 0 0 05.95% 0 0 0 0 0 0 06.05% 0 0 0 0 0 0 0

Moody’s Par Adjustment

Solely for purposes of determining a Moody’s Rating in connection withcalculating a Moody’s Recovery Rate, each applicable rating on credit watch by Moody’s withpositive or negative implication at the time of calculation will be treated as having been

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NOTICE OF REVISED PROPOSED SUPPLEMENTAL INDENTURE · citibank, n.a. magnetite xvi, limited...

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Transcript of NOTICE OF REVISED PROPOSED SUPPLEMENTAL INDENTURE · citibank, n.a. magnetite xvi, limited...