EXHIBIT 4.3

EXECUTION VERSION

 

 

INDENTURE (this Indenture), dated as of December 16, 2019, between GREAT LAKES BCPL FUNDING LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee) and, solely as expressly specified herein, in its individual capacity (the Bank).

PRELIMINARY STATEMENT

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

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

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts and any Eligible Investments purchased with funds on deposit in any of the Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, the Class A Placement Agency Agreement, the Subscription Agreement, the Issuer Sale and Contribution Agreement, the Issuer Account Control Agreement, each Master Participation Agreement, the Master Participation and Assignment Agreement, the Side Letter Security Agreement, the Administration Agreement, the AML Services Agreement and the Registered Office Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, and (e) all proceeds with respect to the foregoing sub-clauses (a) to (d) (including such proceeds consisting of accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and

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all letter-of-credit rights and other supporting obligations (in each case as defined in the UCC, and any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed in the foregoing sub-clauses (a) to (d) and whether or not constituting Portfolio Assets or Eligible Investments) ); provided that such Grants shall not include any Excepted Property (the assets referred to in sub-clauses (a) through (e), excluding the Excepted Property, are collectively referred to as the Collateral).  

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

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

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms.  Except as otherwise specified herein or as the context may otherwise require:  (i) references to an agreement or other document are to it as amended, supplemented, restated, supplemented or otherwise modified from time to time and to any successor document (whether or not already so stated); (ii) references to a statute, regulation or other government rule are to it as amended from time to time and, as applicable, are to corresponding provisions of successor statutes, regulations or other governmental rules (whether or not already so stated); (iii) the word "including" and correlative words shall be deemed to be followed by the phrase "without limitation" unless actually followed by

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such phrase or a phrase of like import; (iv) the word "or" is always used inclusively herein (for example, the phrase "A or B" means "A or B or both," not "either A or B but not both"), unless used in an "either … or" construction; (v) references to a Person are references to such Person's successors and assigns (whether or not already so stated); (vi) all references in this Indenture to designated "Articles", "Sections", "sub-Sections", other subdivisions, Schedules and Exhibits are to the designated articles, sections, sub-sections, other subdivisions, schedules and exhibits of this Indenture; and (vii) the words "herein", "hereof", "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular article, section, sub-section or other subdivision.

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

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

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

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

Administration Agreement:  The administration agreement between the Issuer and the Administrator relating to the various corporate management functions that the Administrator will perform on behalf of the Issuer, including the provision of certain clerical, administrative and other corporate services in the Cayman Islands during the term of such agreement.

Administrative Expenses:  The fees, expenses (including indemnities) and other amounts due or accrued and payable by the Issuer from funds standing to the credit of the Expense Account in the following order by the Issuer:

first, on a pro rata basis, (i) to the Trustee pursuant to Section 6.7 and the other provisions of this Indenture, and (ii) to the Bank, in its individual capacity pursuant to this Indenture,

second, to the Collateral Administrator pursuant to the Collateral Administration Agreement,  

third, to the Collateral Manager pursuant to the Collateral Management Agreement,

fourth, to the Administrator pursuant to the Administration Agreement and the Registered Office Agreement and to the AML Services Provider pursuant to the AML Services Agreement,

fifth, on a pro rata basis, to any other Person in respect of any other fees or expenses permitted under this Indenture and the documents delivered pursuant to or in connection with this Indenture (including all legal and other fees and expenses incurred in connection with the purchase or sale of any Portfolio Assets and any other expenses incurred in connection with the Portfolio Assets) and the Notes, and

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sixth, on a pro rata basis, indemnities payable to any other Person pursuant to any Transaction Document;

provided that Administrative Expenses shall not include (a) any amounts due or accrued with respect to the actions taken on or in connection with the Closing Date or (b) amounts payable in respect of the Notes.

Administrator: MaplesFS Limited and any successor thereto.

Advance Percentage:  With respect to:  

provided that:

(i) any Portfolio Asset that constitutes any of the foregoing types in (a) through (d)  but is a Non-Performing Loan (other than a Defaulted Obligation) shall have an Advance Percentage equal to the product of (x) 50% multiplied by (y) the corresponding Advance Percentage set out in (a) through (d) above that would otherwise be applicable to such Portfolio Asset; and

(ii) if separately agreed to by the Collateral Manager and the Valuation Agent, the Advance Percentage with respect to a particular Portfolio Asset (including, the Advance Percentage utilized for purposes of clause (i)(y) above of this proviso) may be such other percentage for such Portfolio Asset as agreed to by the Collateral Manager and the Valuation Agent on the Portfolio Asset Trade Date in writing, with notice of such agreement to be given to the Trustee and the Collateral Administrator.

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

Affected Bank:  A "bank" for purposes of Section 881 of the Code or an entity affiliated with such a bank that is neither (x) a United States Person nor (y) entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest payments made by obligors resident in the United States to such bank are reduced to 0%.

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

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

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

Aggregate Portfolio Par Value: On any date of determination, the Aggregate Principal Balance of (a) all Portfolio Assets held by the Issuer plus (b) all Cash credited or required to be credited to the Collection Account and Eligible Investments acquired with such Cash.

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

Amendment Date: With respect to any Portfolio Asset, the effective date of any amendment or action described in Section 2(m) of the Collateral Management Agreement.

AML Compliance:  Compliance with the Cayman AML Regulations.

AML Services Agreement: The agreement between the Issuer and the AML Services Provider for the provision of services to the Issuer to enable the Issuer to achieve AML Compliance.

AML Services Provider: Maples Compliance Services (Cayman) Limited and any successor thereto.

Approved Dealer: Each of Bank of America Securities LLC; Barclays Bank plc; BNP Paribas; Cantor Fitzgerald; Castle Oak; CIBC World Markets, Inc.; Citibank, N.A.; Credit Agricole Cheuveux North America, Inc.; Credit Suisse First Boston LLC; Deutsche Bank Securities Inc.; Goldman Sachs & Co.; Guggenheim; Global Hunter; Jefferies & Company Inc.; JPMorgan Chase Bank, N.A.; Macquarie; Miller Tabak Roberts Securities, LLC; Morgan Stanley & Co.; Nomura; RBC Capital Markets Corp.; SG Americas Securities LLC; Sterne, Age & Leach, Inc.; The Royal Bank of Scotland plc.; UBS AG; Wachovia Capital Markets LLC; provided that (i) the Valuation Agent may at any time, upon written notice to the Sole Shareholder or the Issuer, delete any

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name listed in the foregoing list so long as such deletion is consistent with the general application of its internal credit and risk policies with respect to such Approved Dealer (and not designed to circumvent the rights of the Sole Shareholder under the Transaction Documents to which it is a party) and (ii) the Issuer, the Sole Shareholder and the Valuation Agent may, at any time, agree in writing to add or remove an Approved Dealer to or from the foregoing list.

Approved Terms: With respect to a Pre-EOD Sale, terms evidenced in a binding confirmation in market standard form between Issuer and the buyer under such Sale.

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

Asset Eligibility Criteria:  With respect to any Portfolio Asset or prospective Portfolio Asset on the Portfolio Asset Trade Date of such Portfolio Asset, each of the following criteria:

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Asset Valuation Report: The meaning specified in the Issuer Sale and Contribution Agreement.

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

Authorized Representative:  With respect to the Issuer, any Officer or any other Person who is authorized to act for the Issuer in matters relating to, and binding upon, the Issuer; provided that the Collateral Manager is not an Authorized Representative of the Issuer.  With respect to the Collateral Manager, any Officer, employee, member or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters relating to, and binding upon, the Collateral Manager with respect to the subject matter of the request, certificate or order in question.  With respect to the Collateral Administrator, any Officer, employee, partner or agent of the Collateral Administrator who is authorized to act for the Collateral Administrator in matters relating to, and binding upon, the Collateral Administrator with respect to the subject matter of the request, certificate or

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order in question.  With respect to the Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer.  With respect to any Authenticating Agent, any Officer of such Authenticating Agent who is authorized to authenticate the Notes.  Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

Authorizing Resolution:  With respect to (i) the Issuer, any action or resolution taken by the Board of Directors or the Sole Shareholder within the powers vested to it pursuant to the Constitutive Documents of the Issuer and (ii) the Sole Shareholder, any action taken by its manager, any Officer of, or other Person authorized by, such manager or any Officer of the Sole Shareholder, within the powers vested to it pursuant to the Constitutive Documents of the Sole Shareholder.

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

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

Bankruptcy Law:  The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2018 Revision) of the Cayman Islands, the Bankruptcy Law (1997 Revision) of the Cayman Islands, the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2018 of the Cayman Islands and the Companies Winding Up Rules 2018 of the Cayman Islands, each as amended from time to time.

BBG: Bloomberg Valuation Service or any successor thereto.

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

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

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

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Borrowing Base: As of any date of determination by the Valuation Agent, the least of the following:

Borrowing Base Asset Criteria: With respect to any Portfolio Asset or prospective Portfolio Asset on the Portfolio Asset Trade Date of such Portfolio Asset, each of the following criteria:

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provided that, notwithstanding any clauses in the foregoing definition of "Borrowing Base Asset Criteria", if separately agreed to by the Collateral Manager and the Valuation Agent, the Valuation Agent may waive any of the Borrowing Base Asset Criteria with respect to a particular obligation.

Borrowing Base Deficiency: A Borrowing Base Deficiency shall occur if, as of any date of determination by the Valuation Agent, (a) the aggregate "Purchase Price" paid by UBS in respect of the Class A Notes under the Global Master Repurchase Agreement, as the same may have been reduced from time to time on or prior to such date pursuant to the operation of the provisions of the Global Master Repurchase Agreement, is greater than (b) the Borrowing Base.

 

Borrowing Base Portfolio Criteria: As of any date of determination occurring after the Facility Period by the Valuation Agent, each of the following criteria:

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provided that:

Bridge Security: Any obligation or security that (x) is a debt obligation incurred in connection with a merger, acquisition, consolidation, sale of all or substantially all of the assets of a Person, restructuring or similar transaction and (y), which debt obligation by its terms is required to be repaid within one year of the incurrence thereof with proceeds

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from additional borrowings or other refinancings (other than any additional borrowing or refinancing if one or more financial institutions shall have provided the obligor on such debt obligation with a binding written commitment to provide the same) (it being understood that any such obligation or security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Security).

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

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

Cayman AML Regulations:  The Anti-Money Laundering Regulations (2018 Revision) and The Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing in the Cayman Islands, each as amended and revised from time to time.

Cayman FATCA:  The Cayman Islands Tax Information Authority Law (2017 Revision) and the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (each as amended) (including any implementing legislation, rules, regulations and guidance notes with respect to such laws). For purposes of this definition, "OECD" means the Organization for Economic Co-operation and Development.

Certificate of Authentication:  The meaning specified in Section 2.1.

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

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

Class:  Each of the Class A Notes.

Class A Noteholder:  With respect to any Class A Note, the Person in whose name such Class A Note is registered in the Note Register.

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

Class A Placement Agency Agreement:  The Placement Agency Agreement, dated as of the Signing Date, between the Issuer and the Placement Agent.

Class A Regulation S Global Note: The Class A Regulation S Global Note with CUSIP number G41642 AA0.

Class A Rule 144A Global Note: The Class A Rule 144A Global Note with CUSIP number 39055G AA4.

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

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

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

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

Closing Date: December 18, 2019.

Closing Date Participation Interest: A Participation Interest granted or sold by the Sole Shareholder to the Issuer on the Closing Date pursuant to the Master Participation and Assignment Agreement; provided that each such Participation Interest shall cease to constitute a "Closing Date Participation Interest" for the purposes of this Indenture or any other Transaction Document on the earlier of (a) its Elevation Date, and (b) the 45th day following the Closing Date.

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

Collateral:  The meaning assigned in the Granting Clauses hereof.

Collateral Administration Agreement:  An agreement dated as of the Signing Date relating to the administration of the Collateral among the Issuer, the Collateral Manager and the Collateral Administrator.

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

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

Collateral Manager: BC Partners Lending Corporation, a corporation incorporated under the laws of the State of Maryland and sole shareholder of the Issuer.

Collection Account:  The account established pursuant to Section 10.2.

Consolidated Leverage Ratio: As of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset, the ratio of:

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

Constitutive Documents:  With respect to (i) the Issuer, the Issuer's Certificate of Incorporation, dated 25 October 2019, and Memorandum and Articles of Association, dated 25 October 2019, as they may be amended, revised or restated from time to time and (ii) the Sole Shareholder, the Sole Shareholder's Articles of Incorporation, dated as of April 23, 2018 and bylaws, as they may be amended, revised or restated from time to time.

Contingent Obligations: With respect to any Person, any obligation of such Person guaranteeing any leases, dividends, or other payment obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (c) to purchase property, securities, or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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Contribution: Each capital contribution made by the Sole Shareholder to the Issuer in accordance with the Issuer Sale and Contribution Agreement.

 

Corporate Trust Office:  The corporate trust office of the Trustee at which this Indenture is administered, currently located at Corporate Trust Services Boston, 1 Federal Street, Boston, MA 02110, Attention:  Global Corporate Trust – Great Lakes BCPL Funding Ltd. and, for transfer purposes and presentment, U.S. Bank National Association, 111 Fillmore Avenue East, St. Paul, MN 55107-1402, Attention:  Bond Transfer Services-EP-MN-WS2N-Great Lakes BCPL Funding Ltd.; or, in each such case, such other address as the Trustee may designate from time to time by notice to the Holders of the Notes, the Collateral Manager and the Issuer or the principal corporate trust office of any successor Trustee.

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

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

Current Price:  On any date with respect to any Portfolio Asset, the determination by the Valuation Agent of the net cash proceeds that would be received from the sale on such date of determination of such Portfolio Asset, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment. The "Current Price" shall be (a) expressed as a percentage of par, (b) determined exclusive of accrued interest and capitalized interest, and (c) shall be adjusted pursuant to Section 12.1(d) below.

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

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

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

Deemed Material Representation: Any representation, warranty or certification under Sections 3(a)(vii) or 3(c) of the Issuer Sale and Contribution Agreement.

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

Defaulted Obligation:  Any Portfolio Asset as to which (a) there has occurred a default as to the payment of principal and/or interest and/or capitalized interest (without regard to any notice requirement or grace period) (provided that such default may continue for a period of up to five Business Days from the date of such default without such Portfolio Asset constituting a Defaulted Obligation if the Collateral Manager has certified to the Trustee that the payment failure is not due to credit-related reasons), (b) such Portfolio Asset is an Eligible Participation Interest with respect to which the Selling Institution has defaulted in any respect in the performance of any of its payment obligations under the Eligible Participation Interest, (c) there has occurred a default as to the payment of principal and/or interest on any other material obligation of any Portfolio Asset Obligor on such Portfolio Asset that is senior or pari passu in right of payment to such Portfolio Asset for which the lesser of (x) a period of five Business Days and (y) the applicable grace period (if any) under the terms of the instrument or agreement pursuant to which such other material obligation was issued or created has terminated or expired and such default would, upon the satisfaction of any applicable notice requirement or the termination or expiration of any applicable grace period, constitute a default, event of default or similar condition or event (howsoever described) under the terms of the instrument or agreement pursuant to which such other material obligation was issued or created, (d) an Insolvency Event has occurred with respect to any Portfolio Asset Obligor on such Portfolio Asset or (e) such Portfolio Asset is an Eligible Participation Interest in a Loan that would, if such Loan were a Portfolio Asset, constitute a "Defaulted Obligation"; provided that, in each of the cases set forth in clauses (a) through (e) above, such Portfolio Asset will only constitute a "Defaulted Obligation" for so long as such default has not been cured at the end of the applicable cure period or has not been waived (excluding any waiver granted solely by the Collateral Manager, the Sole Shareholder, the Issuer and/or any entity which controls, is controlled by or under common control with any of the foregoing (whether such control is de jure or de facto) unless the Valuation Agent has consented to such waiver).

Deferrable Security:  A Portfolio Asset which by its terms permits the deferral and/or capitalization of payment of accrued, unpaid interest.

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

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

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provided that, for the avoidance of doubt, with respect to any Portfolio Asset, (A) only sub-clauses (v)(c) (and for the avoidance of doubt, not (v)(a) and (v)(b)) and (vii) above are relevant for purposes of determining whether such Portfolio Asset has been properly Delivered (including for purposes of Sections 3.1 and 3.2) and (B) the requirements of sub-clause (v)(c) above shall be deemed to be satisfied by the Custodian indicating continuously on its books and records that such Portfolio Asset is credited to the Custodial Account.

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

Deposit Account:  The meaning of "deposit accounts" as defined in Section 9-102(a)(29) of the UCC, as to which the Issuer is the "customer" (within the meaning of Section 4-104(1)(e) of the UCC) of such Accounts.

Determination Date:  The last day of each Quarterly Period.

DIP Loan:  A loan made to a debtor-in-possession pursuant to Section 364 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.

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

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

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

DWAC Funding Process:

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EBITDA: With respect to any Portfolio Asset and any period, (a) the meaning of the term "Adjusted EBITDA", the term "EBITDA" or any comparable definition in the related Underlying Instrument for such period and Portfolio Asset Obligor, as reported for such period pursuant to the related Underlying Instrument, and (b) in any case that the term "Adjusted EBITDA", the term "EBITDA" or such comparable definition is not defined in such Underlying Instrument, the sum of (i) the consolidated net income for such period of the relevant Portfolio Asset Obligor on such Portfolio Asset, plus (ii) to the extent deducted in calculating such consolidated net income, the sum for such period of all income tax expense, interest expense, depreciation and amortization expense and all other non-cash charges, in the case of each of the foregoing clauses, as reported for such period pursuant to (and in accordance with the relevant definitions contained in) the related Underlying Instrument; provided that (x) the relevant Portfolio Asset Obligor referred to above in this definition shall be the Portfolio Asset Obligor for which consolidated financial statements are required to be delivered under the related Underlying Instrument (and, if there is more than one such Portfolio Asset Obligor, for the Portfolio Asset Obligor with the greatest consolidated aggregate indebtedness for borrowed money as of the last day of such period) and (y) if the Valuation Agent determines on a commercially reasonable basis that "Adjusted EBITDA" or "EBITDA" as reported for such period pursuant to the related Underlying Instrument is not computed in accordance with generally accepted financial practice for similar transactions, then "EBITDA" shall mean "Consolidated EBITDA" (determined on a consolidated basis based upon the Valuation Agent's selection in good faith of a definition of "Consolidated EBITDA" that accords with generally accepted financial practice) in relation to the relevant Portfolio Asset Obligor and its consolidated subsidiaries for such period.

Elevation Date: For each Loan in which a Closing Date Participation Interest is granted under the Master Participation and Assignment Agreement, the date on which the assignment thereof to the Issuer pursuant to the applicable Underlying Instrument has become effective and such loan has settled into the Issuer.

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

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Eligible Investments:  Either (a) Cash, or any Dollar investment that, at the time it is Delivered (directly or through an intermediary), (x) matures not later than the Business Day immediately preceding the Payment Date immediately following the date of Delivery thereof (or such earlier date as expressly provided herein), and (y) is one or more of the following obligations or securities: deposit and trust accounts payable on demand with any depository institution or trust company incorporated under the laws of the United States of America or any State thereof (including the Bank) and subject to supervision and examination by Federal and/or State banking authorities so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings or (b) Dollar investments in any money market fund or similar investment vehicle having at the time of investment therein the highest credit rating assigned by each of Moody’s and S&P; provided that:

(1) no investment shall be an Eligible Investment unless it is indebtedness for U.S. Federal income tax purposes;

(2) Eligible Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities as mature (or are putable at par to the issuer thereof) no later than the earlier of 60 days and the Business Day prior to the next Payment Date unless such Eligible Investments are issued by the Bank, in which event such Eligible Investments may mature on such Payment Date;

(3) Eligible Investments shall exclude any investments not treated as "cash equivalents" for purposes of Section 75.10(c)(8)(iii)(A) of the regulations implementing the Volcker Rule in accordance with any applicable interpretive guidance thereunder; and

(4) none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an "f", "r", "p", "pi", "q" or "t" subscript (or then equivalent subscript) assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) interest payments with respect to such obligations or securities or proceeds of disposition would be subject to withholding taxes by any jurisdiction and the payor is not required to make "gross-up" payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (g) in the Collateral Manager’s judgment (as certified to the Trustee in writing), such obligation or security is subject to material non-credit related risks, (h) such obligation is a Structured Finance Obligation, (i) such obligation or security is represented by a certificate of interest in a grantor trust, (j) such obligation or security is not an identified banking product for purposes of 17 CFR 255.2(h)(2)(ii) of the final rule implementing Section 13 of the Bank

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Holding Company Act of 1956, as amended, and any other applicable implementing rule or regulation, or (k) such obligation or security is not an asset or holding allowed for an issuing entity under 17 CFR 255.10(c)(8) of the final rule implementing Section 13 of the Bank Holding Company Act of 1956, as amended, and any other applicable implementing rule or regulation.  Subject to the other requirements of this definition, Eligible Investments may include, without limitation, those investments issued by or made with the Bank or for which the Bank or the Trustee, or an Affiliate of the Bank or the Trustee, provides services and receives compensation.

Eligible Participation Interest: (a) A Closing Date Participation Interest, and (b) a Participation Interest in a Loan originated by a bank or financial institution that, at the time of acquisition, or the Issuer’s commitment to acquire the same, satisfies each of the following criteria: (i) such participation would constitute a Portfolio Asset were it acquired directly, (ii) the selling institution is a lender on the Loan, (iii) the aggregate participation in the Loan granted by such selling institution to any one or more participants does not exceed the principal amount or commitment with respect to which the selling institution is a lender under such Loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the selling institution holds in the Loan or commitment that is the subject of the participation, (v) the entire purchase price for such participation is paid in full (without the benefit of financing from the selling institution or its affiliates) at the time of the Issuer’s acquisition, (vi) the participation provides the participant all of the economic benefit and risk of the whole or part of the Loan or commitment that is the subject of the Loan participation and (vii) such participation is documented under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for Loan participation transactions among institutional market participants.  For the avoidance of doubt, Eligible Participation Interest shall not include a sub-participation interest in any Loan.

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

Equity Security: Any equity or other security that is not eligible for purchase by the Issuer as a Portfolio Asset.

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

Euroclear:  Euroclear Bank S.A./N.V.

Event of Default:  The meaning specified in Section 5.1.

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

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

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

Facility Period: The period commencing on and including the Closing Date and ending on and including the Facility Period End Date.

Facility Period End Date: June [18], 2020, or such other date as agreed by the Sole Shareholder and the Valuation Agent in writing from time to time.

Fallback Valuation Company: Any of CTS Capital Advisors, LLC, Duff & Phelps, Valuation Research Corporation, GLC Advisors & Co., Houlihan Capital, Houlihan Lokey or their respective successors, and any other nationally recognized valuation company that is approved by the Valuation Agent at the request of the Issuer (or the Collateral Manager on its behalf).

FATCA: Sections 1471 through 1474 of the Code, as of the date of this Indenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

FATCA Compliance:  Compliance with FATCA and any related provisions of law, court decisions, or administrative guidance and Cayman FATCA.

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

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

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

Global Master Repurchase Agreement: The SIFMA/ICMA Global Master Repurchase Agreement (2011 version), dated as of December 12, 2019 (including any annex and confirmation(s) exchanged thereunder, as supplemented and evidenced by the Confirmation in respect of Repurchase Transaction, dated as of the Signing Date, each as amended, modified or otherwise supplemented from time to time) between the Sole Shareholder and UBS.

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

Governmental Authority: The government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

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Grant or Granted:  With respect to any assets, to grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in such assets, which shall include a grant of a security interest in all rights, powers and options (but none of the obligations) of the granting party in respect of such assets, including, a grant of a security interest in the immediate continuing right (a) to claim for, collect, receive and receipt for principal and interest payments in respect of Collateral, and all other Cash payable thereunder, (b) to give and receive notices and other communications, (c) to make waivers or other agreements, (d) to exercise all rights and options, (e) to bring Proceedings in the name of the granting party or otherwise, and (f) generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

Hedge Agreement:  Any interest rate swap, floor and/or cap agreements, including without limitation one or more interest rate basis swap agreements.

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

Holder AML Obligations: Information and documentation, and any updates, replacement or corrections of such information or documentation, requested by the Issuer (or its agent, as applicable) to be provided by a Holder to the Issuer (or its agent, as applicable) that may reasonably be required for the Issuer to achieve AML Compliance.

Illiquid Loan: A Loan which is not a Liquid Loan.

Inclusion/Amendment Date: With respect to a Portfolio Asset, the latest of (a) the Inclusion Date for such Portfolio Asset and (b) the most recent Amendment Date for such Portfolio Asset.

Inclusion: A sale or contribution of a Portfolio Asset to the Issuer pursuant to the Issuer Sale and Contribution Agreement or any other acquisition of a Portfolio Asset by the Issuer.

Inclusion Date: (a) In the case of a contribution of a Portfolio Asset by the Sole Shareholder to the Issuer pursuant to the Issuer Sale and Contribution Agreement, the settlement date applicable to such contribution or (b) in the case of any other acquisition of a Portfolio Asset by the Issuer, the applicable Portfolio Asset Trade Date.

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

Indebtedness:  With respect to any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are

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customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances; provided that notwithstanding the foregoing, “Indebtedness” shall be deemed not to include (1) indemnification obligations or other Contingent Obligations incurred in the ordinary course of business, (2) interest, fees and expenses incurred in connection with other Indebtedness, (3) prepaid or deferred revenue arising in the ordinary course of business, (4) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset, (5) trade payables and accrued expenses payable in the ordinary course of business, (6) any purchase price adjustment, earn-out obligation or similar obligation until such obligation either has not been paid within 60 days of becoming due and payable or is required to be reflected as a liability on the balance sheet of such Person in accordance with GAAP or (7) customary obligations under employment agreements and deferred compensation.

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

Independent:  As to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any member thereof, or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions.  "Independent" when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. Any pricing service, certified public accountant or legal counsel that is required to be Independent of another Person under this Indenture must satisfy the criteria above with respect to the Issuer, the Collateral Manager and their Affiliates.

Initial Valuation Company: Valuation Research Corporation, together with its successors.

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

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

Interest Collection Subaccount: The meaning given to such term in Section 10.2(a).

Interest Collections:  With respect to any Quarterly Period, (a) all collections of interest, capitalized interest, fees and other amounts (other than Principal Collections) paid in respect of any Portfolio Asset and received by the Issuer during such Quarterly Period (whether or not directly from the relevant Portfolio Asset Obligor), including the portion of the proceeds of any sale properly attributable to any of the foregoing or, in the case of any sale of a Portfolio Asset permitted hereunder, any realized gains that are attributable to such sale (but not including any amounts deducted or withheld by any Obligor on a Portfolio Asset for or on account of any present or future Taxes with respect to payments by such Obligor on such Portfolio Asset); and (b) with respect to Eligible Investments credited to the Collection Account at any time during such Quarterly Period, all interest paid on, and proceeds of, such Eligible Investments.

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

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

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

Issuer Sale and Contribution Agreement: The Issuer Sale and Contribution Agreement dated as of the Signing Date between the Sole Shareholder and the Trustee.

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

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

Liquid Loan: Any Loan which is the subject of at least two bid quotations as reported on Markit or BBG (or any successor nationally recognized loan pricing service designated by the Valuation Agent).

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

Loan Assignment Customary Restrictions:  With respect to a Loan, any of following provisions that are required to be satisfied in order for the relevant Loan (or any portion thereof) to be assigned or transferred thereunder: (a) payments to the administrative agent; (b) assignment of an amount with a minimum denomination; (c) requirement for the delivery of "know-your-customer" documentation to the administrative agent; (d) the prohibition of assignment or transfer to the relevant Obligor or any of its Affiliates or subsidiaries; (e) limitations designed to prevent material adverse tax consequences to the

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Obligor; (f) limitations that require partial assignments to be proportionate and (g) any limitation or consent that was contained in the provisions for the relevant Loan at the time such Loan was approved by UBS AG pursuant to the Global Master Repurchase Agreement.

Loan Maturity Life means, as of any date of determination, the number of years (rounded to the nearest one hundredth thereof) from such date to the respective dates of the final scheduled distribution of principal of such obligation.

LTM EBITDA: With respect to a Portfolio Asset Obligor, the EBITDA of such Portfolio Asset Obligor for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor.

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

Majority Noteholders:  The Holders of more than 50% of the Aggregate Outstanding Amount of the Class A Notes.

Mandatory Redemption: The meaning specified in Section 9.1.

Margin Stock:  The meaning specified under Regulation U.

Market Value:  As of any date of determination, (i) with respect to any Portfolio Asset, the product of the Principal Balance and the Current Price, and (ii) with respect to any Cash 100% of the face value thereof.

Markit: Markit Ltd. and any of its subsidiaries, or any successor thereto.

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

Master Participation and Assignment Agreement:  The Master Participation and Assignment Agreement dated as of the Closing Date between the Issuer and the Sole Shareholder in respect of the purchase of Portfolio Assets as identified therein.

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

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

Maximum Advance Percentage: On any date of determination by the Valuation Agent that occurs (a) during the Facility Period, 75% or (b) at any time thereafter, 65%.

Maximum UBS Funded Amount: On any date of determination, the “Maximum Aggregate Purchase Price” under (and as defined in) the Global Master Repurchase Agreement on such date, being initially U.S.$50,000,000.

Minimum Equity Contribution: As of any date of determination by the Valuation Agent, the greater of (a) zero and (b) the remainder of (i) the Minimum Total Portfolio Value minus (ii) the Maximum UBS Funded Amount.

Minimum Total Portfolio Value: As of any date of determination by the Valuation Agent, the quotient of (i) the Maximum UBS Funded Amount divided by (ii) the then-applicable Maximum Advance Percentage.

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

MPA Counterparty:  With respect to any Master Participation Agreement, the Person (which may, for the avoidance of doubt, be the Sole Shareholder or an Affiliate thereof) acquiring Participation Interests thereunder.

Non-Performing Loan: A Loan that is not a Performing Loan.

Non-Permitted ERISA Holder:  The meaning specified in Section 2.11(c).

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

Non-USD Currency:  Any lawful coin or currency other than Dollars.

Noteholder Reporting Obligations:  The obligations set forth in Section 2.12(b).

Note Register:  The meaning specified in Section 2.5(a).

Note Registrar: The meaning specified in Section 2.5(a)..

Notes:  The Class A Notes.

Obligor:  The issuer, obligor or guarantor in respect of a Portfolio Asset or Eligible Investment or other loan or security, whether or not Collateral.

Offer:  The meaning specified in Section 10.6(c).

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

offshore transaction:  The meaning specified in Regulation S.

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

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

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

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

Par Amount:  In relation to any Portfolio Asset, the outstanding principal amount of such Portfolio Asset.

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

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

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

Payment Date:  The 10^th of January, April, July and October of each year (or, if such date is not a Business Day, the following Business Day), provided that the first Payment Date shall occur on April 10, 2020.

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

Performing Loan: A Loan the Obligor of which is not in default of any obligations in respect thereof after the expiration of any applicable grace period.

Permitted Liens: (i) Liens arising under the Transaction Documents in favor of the Trustee for the benefit of the Trustee and other Secured Parties, (ii) Liens for taxes, assessments, or governmental charges or claims not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the Issuer's books in accordance with GAAP, and (iii) banker’s Liens in the nature of rights of setoff arising in the ordinary course of business of Issuer.

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

Placement Agent:  UBS Securities LLC, in its capacity as placement agent under the Class A Placement Agency Agreement.

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

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Portfolio: At any time, all Portfolio Assets held by the Issuer at such time.

Portfolio Advance Value: As of any date of determination by the Valuation Agent, the aggregate Advance Value of all the Portfolio Assets (other than Zero Value Portfolio Assets) and Cash standing to the credit of the Collection Account

Portfolio Asset: Any Loan, or an Eligible Participation Interest therein, held by the Issuer.

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

Portfolio Asset Trade Date: With respect any Portfolio Asset or prospective Portfolio Asset, the trade date for the acquisition thereof; provided that for purposes of the contribution of a Loan to the Issuer pursuant to the Issuer Sale and Contribution Agreement, the date of such contribution shall be deemed to be the Portfolio Asset Trade Date of such Loan.

Pre-EOD Sale: The meaning specified in Section 12.1(d).

Principal Balance:  Subject to Section 1.2, with respect to any item of Collateral, the outstanding principal amount of such Collateral (excluding any capitalized interest), provided that for all purposes the Principal Balance of any Defaulted Obligation that has remained a Defaulted Obligation for a continuous period of three years after becoming a Defaulted Obligation and has not been sold or terminated during such three year period shall be deemed to be zero.

Principal Collection Subaccount: The meaning given to such term in Section 10.2(a).

Principal Collections:  With respect to any Quarterly Period, (a) all collections of principal on a Portfolio Asset (excluding any capitalized interest) paid in respect of any Portfolio Asset and received by the Issuer during such Quarterly Period (whether or not directly from the relevant Portfolio Asset Obligor), including the proceeds of any sale properly attributable to principal (excluding proceeds of any sale properly attributable to capitalized interest) (but not including any amounts deducted or withheld by any Obligor on a Portfolio Asset for or on account of any present or future Taxes with respect to payments by such Obligor on such Portfolio Asset), (b) with respect to Eligible Investments credited to the Collection Account at any time during such Quarterly Period, all interest paid on, and proceeds of, such Eligible Investments, and (c) all amounts contributed in the form of Cash by the Sole Shareholder pursuant to Section 2(a) and Section 2(c) of the Issuer Sale and Contribution Agreement; provided that for the purposes of attributing collections to principal and capitalized interest, such attribution shall be made (i) if the Underlying Instruments include provisions for such attribution, then in accordance with such provisions and (ii) if the Underlying Instruments do not include any such provisions, then on a pro rata basis.

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

Priority Revolving Loan: As of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset, the Indebtedness of such Portfolio Asset Obligor and its Subsidiaries in the form of a Revolving Loan that when it is drawn (i) ranks senior to such Portfolio Asset and (ii) is secured by a senior ranking lien or security interest in a portion of the same collateral as of such date of calculation that would be stated on a consolidated balance sheet.

Priority Revolving Loan Leverage Ratio: As of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset, the ratio of:

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

Prohibited Industry Portfolio Asset: A Portfolio Asset for which the relevant Portfolio Asset Obligor is primarily or directly involved in (or for which the proceeds received by the relevant Portfolio Asset Obligor is used to finance):

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Purchase Price:

provided, in each case, that the Purchase Price of any Portfolio Asset (or applicable portion thereof) shall be deemed to have been decreased by a pro rata portion of such Purchase Price equal to any portion of the Principal Balance thereof that is being sold or otherwise disposed of by the Issuer or repaid by the applicable Portfolio Asset Obligor on or after the date of acquisition thereof by the Issuer.

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

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

Quarterly Period:  Each period from, and including, the first calendar day of January, April, July and October (each, a Quarterly Date) to, but excluding, the next following Quarterly Date, except that (a) the initial Quarterly Period will commence on, and include, the Closing Date and will end on, but exclude, the first day of April 2020 and (b) the final Quarterly Period will end on, but exclude, the date on which the Notes are paid in full.

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Ramp-Up Period: The period commencing on and including the Closing Date and ending on and including the earliest of (a) the date on which the aggregate “Purchase Price” paid by UBS in respect of the Class A Notes under (and as defined in) the Global Master Repurchase Agreement is equal to the initial Maximum UBS Funded Amount (as shall be notified by the Valuation Agent to the Issuer and the Trustee), (b) the first date on which a “Voluntary Prepayment” under (and as defined in) the Global Master Repurchase Agreement occurs (as shall be notified by the Valuation Agent to the Issuer and the Trustee), and (c) the scheduled “Repurchase Date” (as (i) defined in the Global Master Repurchase Agreement and (ii) shall be notified by the Valuation Agent to the Issuer and the Trustee).

Ramp-Up Period DWAC Increase: Has the meaning given to such term in Section 2.2(e).

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

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

Redemption Price:  For each Note to be redeemed in whole or in part, 100% of the Aggregate Outstanding Amount of such Note (or the applicable portion thereof to be redeemed).

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

Registered Form has the meaning specified in Section 8-102(a)(13) of the UCC.

Registered Office Agreement:  The agreement of the Issuer to comply with the standard Terms and Conditions for the Provision of Registered Office Services by MaplesFS Limited (Structured Finance – Cayman Company) as published at http://www.maples.com/terms/ and as agreed and approved by an Authorizing Resolution.  

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

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

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

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Required Equity Advance Value: As of any date of determination by the Valuation Agent, the greater of (a) zero and (b) the remainder of:

(i) the sum of the aggregate Market Value for all Portfolio Assets (other than Zero Value Portfolio Assets) plus the face amount of Cash then standing to the Collection Account minus

(ii) the Minimum Equity Contribution.

Required Expense Equity Contribution:  The meaning specified for such term in the Issuer Sale and Contribution Agreement.

Revolving Loan: A loan that (a) provides the borrower with a line of credit against which one or more borrowings (or drawings under a letter of credit for the account of the borrower) may be made and that provides that such borrowed (or drawn) amounts may be repaid and reborrowed from time to time or (b) is a delayed funding term loan (unless such loan is fully drawn).

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

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

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

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

Sale:  The meaning specified in Section 5.17.

Sale Adjusted Price: The meaning specified in Section 12.1(d).

Sale Notice Date: The meaning specified in Section 12.1(d).

Sale Price: The meaning specified in Section 12.1(d).

Scheduled Distribution:  With respect to any Portfolio Asset or Eligible Investment, for each Due Date, the scheduled payment of principal and/or interest and/or capitalized interest due on such Due Date with respect to such Collateral, determined in accordance with the assumptions specified in Section 1.2 hereof.

Second Lien Illiquid Loan: Any Second Lien Loan that is not a Liquid Loan.

Second Lien Liquid Loan: Any Second Lien Loan that is a Liquid Loan.

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Second Lien Loan:  (a) Any Loan that: (i) is subordinated (in right of payment, liens or otherwise) to a Senior Secured Loan of the Portfolio Asset Obligor(s), (ii) is secured by a valid second-priority perfected security interest or lien in, to or on (second only to a security interest or Lien securing a Senior Secured Loan) collateral consisting of all or substantially all the assets of the Portfolio Asset Obligor(s), and (iii) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (iii) shall not apply with respect to a Loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that (x) the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such Loan or any other similar type of Indebtedness owing to third parties) and (y) its own property is not subject to a Lien securing any Indebtedness; or

Section 13 Banking Entity:  An entity that (i) is defined as a "banking entity" under the Volcker Rule regulations (12 CFR Section 248.2(c)), (ii) provides written certification thereof to the Issuer and the Trustee, and (iii) identifies the Class or Classes of Notes held by such entity and the outstanding principal amount thereof.

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

Secured Parties:  The meaning specified in the Granting Clauses.

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

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

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

Selling Institution: The entity obligated to make payments to the Issuer under the terms of an Eligible Participation Interest.

Senior Secured Illiquid Loan: Any Senior Secured Loan that is not a Liquid Loan.

Senior Secured Last Out Loan:  Any Loan (a) that would be a Senior Secured Loan but for the fact that its terms provide that the payment of principal thereon, either prior to or after any default, event of default, financial covenant test failure or other event, is to occur after the payment of principal of any other term loan(s) (each such other term loan, a "Senior Secured First Out Loan") of the Portfolio Asset Obligor of such loan and (b). for which (i) the Priority Loan Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is greater than 1.5x and (ii) the Consolidated Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is greater than 5.2x.

Senior Secured Liquid Loan: Any Senior Secured Loan that is a Liquid Loan.

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Senior Secured Loan: Any Loan that (i) is not (and by its terms is not permitted to become) subordinated in right of payment, liens or otherwise to any other obligation of the Portfolio Asset Obligor(s) of such Loan, including any other obligation under the same credit facility, and (ii) is secured by a valid first priority perfected security interest in or Lien on collateral consisting of all or substantially all the assets of the Portfolio Asset Obligor(s).

Side Letter Security Agreement:  The letter agreement dated as of the Closing Date between the Issuer and the Sole Shareholder in contemplation of the sale from time to time of Portfolio Assets from the Sole Shareholder to the Issuer.

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

Signing Date: December 16, 2019.

Sole Shareholder: BC Partners Lending Corporation, a corporation incorporated under the law of the State of Maryland and sole shareholder of the Issuer.

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

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

Subscription Agreement:  The agreement dated as of the Signing Date by and between the Issuer and the Sole Shareholder relating to the sale of Class A Notes (as defined therein).

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

Synthetic Security:  Any U.S. Dollar denominated swap transaction (including any default swap), LCDX, structured bond investment, credit linked note or other derivative investment, which investment contains a probability of default, recovery upon default and expected loss characteristics closely correlated to a reference obligation, but which may provide for a different maturity, interest rate or other non-credit characteristics than such reference obligation.

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TARGET Settlement Day: Any day on which TARGET (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open.

Tax:  Any tax, levy, impost, duty, charge or assessment of any nature (including interest, penalties and additions thereto) imposed by any Governmental Authority.

Transaction Documents: The Indenture, the Issuer Account Control Agreement, Collateral Management Agreement, the Registered Office Agreement, the Collateral Administration Agreement, the Side Letter Security Agreement, the Class A Placement Agency Agreement, the Subscription Agreement, the Issuer Sale and Contribution Agreement, the Administration Agreement, the AML Services Agreement and each Master Participation Agreement.

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

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

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

UBS: UBS AG, together with its successors.

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

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

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

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

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

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

Valuation Agent: UBS AG in its capacity as valuation agent, as appointed by the Issuer pursuant to the appointment letter dated the Signing Date between the Issuer and UBS AG, and its permitted successors and assigns in such capacity.

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

Voluntary Contribution/Sale: The meaning set forth in the Issuer Sale and Contribution Agreement.

Voluntary Partial Prepayment: The meaning set forth in the Global Master Repurchase Agreement.

Voluntary Partial Prepayment Notice: The written notice delivered by the Sole Shareholder to UBS relating to a “Voluntary Partial Prepayment” under (and as defined in) the Global Master Repurchase Agreement.

 

Withdrawal Conditions: With respect to (x) any proposed withdrawal from the Collection Account to pay the Sole Shareholder or for use by the Sole Shareholder to satisfy any of its contribution obligations under the Issuer Sale and Contribution Agreement or (y) any proposed transfer of any Portfolio Asset (other than a Zero Value Portfolio Asset) from the Custodial Account for the account of the Sole Shareholder or an account designated by the Sole Shareholder, conditions which shall be satisfied if:

Zero Value Portfolio Asset:  

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

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(i) the Inclusion of any asset which would not, on its Inclusion Date, be a Zero Value Portfolio Asset, the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and

(ii) the Inclusion of any asset which would, on its Inclusion Date, be a Zero Value Portfolio Asset, the Business Day preceding the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer;

(iii) the sale or other disposition of any asset:

(A) where the asset is a Zero Value Portfolio Asset which is a Defaulted Obligation, the settlement date for any disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer (and, correspondingly, in the event that the Valuation Agent holds margin, any margin held in respect of such Defaulted Obligation shall not be released until after the sale proceeds in respect of such disposition are received), and

(B) otherwise, (I) where the disposition is to an Approved Dealer on Approved Terms, the Portfolio Asset Trade Date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer and (II) otherwise the settlement date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and

(iv) cash to be paid or received or Eligible Investments to be liquidated in relation to Inclusion or disposition of a Portfolio Asset, such cash or Eligible Investments shall be debited or credited as of the relevant date on which such Portfolio Asset becomes or ceases to be held by the Issuer as determined by the Valuation Agent in accordance with the preceding clause (i), (ii) or (iii) (as applicable).

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The Notes and the Trustee's or Authenticating Agent's certificate of authentication thereon (the Certificate of Authentication) shall be in substantially the forms required by this Article 2, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by an Authorized Representative of the Issuer executing such Notes as evidenced by such Authorized Representative’s execution of such Notes.  Any portion of the text of any such Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note.

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

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(y) Rule 144A Global Notes:

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

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

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The Class A Notes shall be issued in minimum denominations of U.S.$500,000 and integral multiples of U.S.$1 in excess thereof, and in each case, shall only be transferred or resold in compliance with the terms of this Indenture.  The Class A Notes shall not bear interest.

All of the Class A Notes are entitled to receive payments of Principal Collections and Interest Collections on a Redemption Date in the amount of the applicable Redemption Price, the relevant date following the occurrence of an Enforcement Event and the date of Maturity, in each case, pro rata and pari passu among themselves in accordance with the Priority of Payments.

The Class A Notes shall be issued in exchange for, on the Closing Date, the consideration contemplated by Section 2(a) of the Issuer Sale and Contribution Agreement and, thereafter, for cash and for consideration otherwise contemplated in Section 2 of the Issuer Sale and Contribution Agreement.

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

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

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

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

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

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

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

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

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

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

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing.

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

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

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Global Note by the aggregate principal amount of the beneficial interest in such Class A Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A Regulation S Global Note equal to the reduction in the principal amount of such Class A Rule 144A Global Note.

 

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

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beneficially owned exclusively by Qualified Purchasers, then the Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Class A Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A Rule 144A Global Note equal to the reduction in the principal amount of such Class A Regulation S Global Note.

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

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

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

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

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

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

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

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The Issuer and the Trustee, and any agent of the Issuer or the Trustee shall treat as the owner of each Note (a) for the purpose of receiving payments on such Note (whether or not such Note is overdue), the Person in whose name such Note is registered on the applicable Note Register at the close of business on the applicable Record Date and (b)

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on any other date for all other purposes whatsoever (whether or not such Note is overdue), the Person in whose name such Note is then registered on the applicable Note Register, and none of the Issuer the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

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

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

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(b)

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2.13Additional Issuance of Notes

At the direction of the Collateral Manager, the Issuer may issue and sell, pursuant to a supplemental indenture issued in accordance with Section 8.2 and the other applicable provisions of Article 8, additional notes of any one or more new classes of notes that are fully subordinated to the existing Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture, if any class of securities issued pursuant to this Indenture other than the Notes is then Outstanding) and/or additional Notes and use the proceeds to purchase additional Portfolio Assets or as otherwise permitted under this Indenture; provided that, in the case of additional issuances of notes of any one or more new classes of notes and/or additional Notes pursuant to this Indenture, the following conditions are met:  

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

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The Issuer shall apply the proceeds of issuance and any subsequent funding of the Notes (a) for the purchase of Portfolio Assets, (b) to fund the Expense Account, pursuant to and in accordance with Section 10.3(c), and (c) to fund Eligible Investments.

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

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

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

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

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

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(a)

the Issuer shall default in the payment of any principal or other amount owing under the Notes when due (whether at Stated Maturity, on a Redemption Date, by acceleration, upon mandatory redemption or otherwise) and such default shall continue for at least three Business Days after notice thereof to the Issuer by any Holder; provided that if: (x) such default results solely from an administrative error or omission by the Trustee or any Paying Agent, (y) funds were available to enable the Issuer to make the payment when due and (z) the Issuer (or the Collateral Manager on its behalf) provides written evidence sufficiently satisfactory to the Trustee and the Valuation Agent that such funds were available, then such default shall not constitute an Event of Default under this clause (a) unless such failure continues for a period of two Business Days after the Trustee receives written notice or a Trust Officer has actual knowledge of such administrative error or omission; or

(x) on any Payment Date to disburse amounts available in the Payment Account in accordance with the Priority of Payments and the continuation of such failure for a period of three Business Days; provided that if (i) such failure results solely from an administrative error or omission by the Trustee or any Paying Agent, (ii) funds were available to enable the Issuer to make the payment when due and (iii) the Issuer (or the Collateral Manager on its behalf) provides written evidence sufficiently satisfactory to the Trustee and the Valuation Agent that such funds were available, then such failure shall not constitute an Event of Default under this clause (b) unless such failure continues for a period of two Business Days after the Trustee receives written notice or a Trust Officer has actual knowledge of such administrative error or omission; or

(y) by the Sole Shareholder to make any required equity contribution or other amount owing to the Issuer, in each case, pursuant to the Issuer Sale and Contribution Agreement in accordance with the timing and the manner set out in the Issuer Sale and Contribution Agreement and the continuation of such failure for a period of two Business Days; or

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Upon obtaining knowledge of the occurrence of an Event of Default (which, in the case of an event described in clause (k), will be obtained by receipt of notice from UBS, in its capacity as party to the Global Master Repurchase Agreement, that such event has occurred), each of (i) the Issuer and (ii) the Trustee shall notify each other and the Valuation Agent.  Upon the occurrence of an Event of Default known or made known

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pursuant to the foregoing to a Trust Officer of the Trustee, the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear on the Note Registers), each Paying Agent and DTC of such Event of Default in writing (unless such Event of Default has been waived as provided in Section 5.14).

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

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

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

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

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

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

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

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

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

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

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

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

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

Any Cash collected by the Trustee with respect to the Notes pursuant to this Article 5 and any Cash that may then be held or thereafter received by the Trustee with respect to the Notes hereunder shall be applied, in accordance with the provisions of Section 11.1(a)(ii), at the date or dates fixed by the Trustee (each such date to occur on a Payment Date). Upon the final distribution of all proceeds of any liquidation effected hereunder, the provisions of Section 4.1(b) shall be deemed satisfied for the purposes of discharging this Indenture pursuant to Article 4.

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

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

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

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

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

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

Prior to the time a judgment or decree for payment of the Cash due has been obtained by the Trustee, as provided in this Article 5, Majority Noteholders may waive any past Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default and its consequences.

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

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

All parties to this Indenture agree, and each Holder of any Note by such Holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, or omitted by it as Trustee, the filing by

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any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable and documented attorneys' fees of external counsel, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in Aggregate Outstanding Amount of the Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of any Note on or after the applicable Stated Maturity (or, in the case of redemption pursuant to Article 9, on or after the applicable Redemption Date).

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

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

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

Except as otherwise provided in Section 6.1:

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

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

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

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There shall at all times be a Trustee hereunder which shall be an Independent organization or entity organized and doing business under the laws of the United States of America or of any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by Federal or State authority, having a rating of at least "Baa1" (or then equivalent grade) by Moody's and at least "BBB+" (or then equivalent grade) by S&P and having an office within the United States of America.  If such organization or entity publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus of such organization or

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entity shall be deemed to be its combined capital and surplus as set forth in its most recent published report of condition.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.8, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 6.

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

Every successor Trustee appointed hereunder shall meet the requirements of Section 6.8 and shall execute, acknowledge and deliver to the Issuer and the retiring Trustee an instrument accepting such appointment.  Upon delivery of the required instruments, the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Trustee; but, on request of the

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Issuer or the Majority Noteholders or the successor Trustee, such retiring Trustee shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and Cash held by such retiring Trustee hereunder.  Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

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

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

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

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

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

In the event that the Collateral Administrator provides the Trustee with notice that a payment with respect to any item of Collateral has not been received on its Due Date, (a) the Trustee shall promptly notify the Issuer and the Collateral Manager in writing and (b) unless within three Business Days (or the end of the applicable grace period for such payment, if any) after such notice (x) such payment shall have been received by the Trustee or (y) the Trustee has received notice from the Collateral Manager that it is taking action in respect of such payment, the Trustee shall request the issuer of or obligor on such item of Collateral, the trustee under the related Underlying Instrument or the paying agent designated by either of them, as the case may be, to make such payment as soon as practicable after such request but in no event later than three Business Days after the date of such request, to the extent doing so would not violate any relevant insolvency or other applicable law.  In the event that such payment is not made within such time

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period, the Trustee, subject to the provisions of clause (iv) of Section 6.1(c), shall take such action as the Collateral Manager shall direct.  Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture.  In the event that the Issuer or the Collateral Manager requests a release of any Collateral and/or delivers an additional Portfolio Asset in connection with any such action under the Collateral Management Agreement, such release and/or substitution shall be subject to Section 10.6 and Article 12 of this Indenture, as the case may be.  Notwithstanding any other provision hereof, the Trustee shall deliver to the Issuer or its designee any payment with respect to any additional Portfolio Asset or other Collateral received after the Due Date thereof to the extent the Issuer previously made provisions for such payment satisfactory to the Trustee in accordance with this Section 6.13 and such payment shall not be deemed part of the Collateral.  The foregoing shall not preclude any other exercise of any right or remedy by the Issuer with respect to any default or event of default arising under a Portfolio Asset.

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

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

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

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

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

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

The Bank hereby represents and warrants as follows:

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In executing and performing its duties under any other Transaction Document to which it is a Party, the Trustee shall have all the rights, benefits, protections, indemnities and immunities afforded to it under this Indenture, including Article 6 hereof.

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

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

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

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

The Issuer shall at all times maintain duplicate copies of the Note Registers at the Corporate Trust Office.  The Issuer shall give prompt written notice to the Trustee and the Holders of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency.

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

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

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

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

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

Except as otherwise required by applicable law, any Cash deposited with the Trustee or any Paying Agent (with respect to Notes) in trust for any payment on any Note and remaining unclaimed for two years after such amount has become due and payable shall be paid to the Issuer on Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts (but only

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to the extent of the amounts so paid to the Issuer) and all liability of the Trustee or such Paying Agent with respect to such trust Cash shall thereupon cease.  The Trustee or such Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the Issuer any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose right to or interest in Cash due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record of each such Holder.

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

On or before November 30 in each calendar year, commencing in 2023, the Issuer shall furnish to the Trustee an Opinion of Counsel relating to the security interest granted by the Issuer to the Trustee, stating that, as of the date of such opinion, the lien and security interests created by this Indenture with respect to the Collateral remain in effect and that

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no further action (other than as specified in such opinion) needs to be taken to ensure the continued effectiveness of such lien over the next year and (ii) the back-up security interest Granted by the Sole Shareholder (or any Affiliate thereof) to the Issuer and Trustee, stating that, as of the date of such opinions, the lien and security interest created by the Master Participation and Assignment Agreement with respect to the related Portfolio Assets remain in effect and that no further action (other than as specified in such opinion) needs to be taken to ensure the continued effectiveness of such lien over the next year.

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On or before December [18]th in each calendar year commencing in 2020, or immediately if there has been a Default under this Indenture of which an Authorized Representative of the Issuer or the Collateral Manager is aware, the Issuer shall deliver to the Trustee (to be forwarded by the Trustee to the Collateral Manager and each Holder making a written request therefor) a certificate of the Issuer that, having made reasonable inquiries of the Collateral Manager, and to the best of the knowledge, information and belief of the Issuer, there did not exist, as at a date not more than five days prior to the date of the certificate, nor had there existed at any time prior thereto since the date of the last certificate (if any), any Default hereunder or, if such Default did then exist or had existed, specifying the same and the nature and status thereof, including actions undertaken to remedy the same, and that the Issuer has complied with all of its obligations under this Indenture or, if such is not the case, specifying those obligations with which it has not complied.

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

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

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The Issuer shall not have any employees (other than directors or officers to the extent such Persons are employees) and shall not engage in any business or activity other than issuing, paying and redeeming the Notes issued pursuant to this Indenture, acquiring, holding, selling, exchanging, redeeming and pledging, solely for its own account, Portfolio Assets, Eligible Investments and any other Collateral permitted by this Indenture, and other activities incidental thereto, including entering into, and performing its obligations under, the Transaction Documents and Underlying Instruments to which it is a party and other documents contemplated thereby and/or incidental thereto. The Issuer shall not hold itself out as originating loans, lending funds or securities, making a market in loans or other assets or selling loans or other assets to customers or as willing to enter into, assume, offset, assign or otherwise terminate positions in derivative financial instruments with customers.  The Issuer shall not hold itself out as a derivatives dealer willing to enter into either side of, or to offer to enter into, assume, offset, assign or otherwise terminate positions in (i) interest rate, currency, equity, or commodity swaps or caps or (ii) derivative financial instruments (including options, forward contracts, short positions and similar instruments) in any commodity, currency, share of stock, partnership or trust, note, bond, debenture or other evidence of indebtedness, swap or cap.  The Issuer shall not amend, or permit the amendment of, its Constitutive Documents without prior written consent of the Trustee and each Holder (unless such amendment could not reasonably be expected to materially adversely affect any of the Issuer, the Holders, the Collateral or the interests of the Trustee and Issuer therein and notice thereof has been given to the Trustee and the Valuation Agent).

No Portfolio Asset may be acquired by the Issuer at any time unless (a) such Portfolio Asset, and the acquisition thereof, complies with the requirements of Section 12.2 or is expressly required or permitted by the Issuer Sale and Contribution Agreement, and (b) the purchase of such Portfolio Asset is financed with (i) proceeds of the issuance and any subsequent funding of the Notes or any additional issuance pursuant to Section 2.13 (which proceeds shall, pursuant to Section 2.13, be treated as Principal Collections), (ii) other Principal Collections, or (iii) Interest Collections.

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

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The Issuer shall, at the direction of the Majority Noteholders, exercise its rights and remedies under the Side Letter Security Agreement in accordance with their instructions.

 

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

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

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

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

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At any time when all of the Withdrawal Conditions are satisfied, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied.

At any time, the Collateral Manager, on behalf of the Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder.

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

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

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

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"The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act").  The Notes may be beneficially owned only by Persons that (i) (A) are not U.S. persons (within the meaning of Regulation S under the Securities Act) who purchased their beneficial interest in an offshore transaction or (B) (I) are both (1) (x) a Qualified Purchaser, within the meaning of the Investment Company Act of 1940, as amended, and the rules thereunder or (y) an entity owned (or in the case of Qualified Purchasers, beneficially owned) exclusively by Qualified Purchasers and (2) (x) in the case of a Person that is an initial purchaser of the Notes, an Accredited Investor, within the meaning of Rule 105(a) under the Securities Act, or a Qualified Institutional Buyer or (y) in the case of a Person who becomes a beneficial owner subsequent to the date of the Indenture, a Qualified Institutional Buyer that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder and (II) can make the representations set forth in Section 2.5 of the Indenture and, if applicable, the appropriate Exhibit B to the Indenture and (c) otherwise comply with the restrictions set forth in the applicable Note legends.  In addition, (i) beneficial ownership interests in Rule 144A Global Notes may only be transferred to a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser or a Person beneficially owned exclusively by Qualified Purchasers and (ii) Certificated Notes may only be owned by a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser or a Person beneficially owned exclusively by a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser, and, in each case, that can make the representations referred to in clause (b) of the preceding sentence.  The Issuer has the right to compel any beneficial owner of a Note that does not meet the qualifications set forth in the preceding sentences to sell its interest in such Note, or may sell such interest on behalf of such owner, pursuant to Section 2.11 of the Indenture.

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

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Notwithstanding anything else contained herein, the Trustee agrees that with respect to each of the Accounts, it will cause each Securities Intermediary establishing any such Account to enter into an account control agreement and, if the Securities Intermediary is the Bank, shall cause the Bank to comply with the provisions of such account control agreement.  The Trustee shall have the right to cause the establishment of such subaccounts of any such Account as it deems necessary or appropriate for convenience of administration.

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(A) first, to the payment of accrued and unpaid Administrative Expenses, and

(B) second, to be transferred to the Collection Account.

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(A) first, to the payment of accrued and unpaid Administrative Expenses to the extent not paid pursuant to Section 11.1(a)(i)(A) above and provided that Administrative Expenses payable under this sub-clause (A) shall exclude any amounts to the extent that payment of such amounts would result in the aggregate amounts of Administrative Expenses paid under this sub-clause (A) exceeding (i) with respect to the calendar year 2019, $175,000 (pro-rated for the partial calendar year 2019) and (ii) with respect to any year after 2019, $175,000 in the applicable calendar year;

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

(C) third, to pay any accrued and unpaid Administrative Expenses to the extent not paid pursuant to sub-clause (A) above; and

(D) fourth, to make a payment to the Issuer of all remaining amounts in the Payment Account (in accordance with directions of the Issuer to the Trustee).  

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(B) If (x) any Portfolio Asset fails to satisfy any Asset Eligibility Criteria on the applicable Portfolio Asset Trade Date or (y) any Portfolio Asset is a Prohibited Industry Portfolio Asset on the applicable Portfolio Asset Trade Date, then the Issuer shall, within 14 days after the occurrence of such failure (in the case of sub-clause (x)) or after the Inclusion Date of such Prohibited Industry Portfolio Asset (in the case of sub-clause (y)), then Issuer shall (1) have executed an assignment and acceptance or such other similar documentation substantially in the form required under the Underlying Instrument, have delivered such documentation to the applicable agent and/or the applicable obligor with respect to such Portfolio Asset for its consent in accordance with the provisions of the Underlying Instrument with respect thereto, and (2) use commercially reasonable efforts to effect the settlement of such assignment and acceptable as soon as possible, provided that the Issuer shall not be required to dispose of a Portfolio Asset that is a Prohibited Industry Portfolio Asset in the manner set out in the foregoing if the Valuation Agent notifies the Collateral Manager (with a copy to the Issuer and the Trustee) that such disposal is not required by the Valuation Agent.

(C) If the security interest granted by the Issuer to the Trustee pursuant to this Indenture in any asset fails to be a valid perfected first priority security interest, which failure continues for a period of five Business Days, then the Issuer shall (1) within 14  days after the Issuer receives notice of the occurrence of such event, have executed an assignment and acceptance or such other similar documentation substantially in the form required under the Underlying Instrument, and have delivered such documentation to the applicable agent and/or the applicable obligor with respect to such Portfolio Asset for its consent in accordance with the provisions of the Underlying Instrument with respect thereto, and (2) use commercially reasonable efforts to effect the settlement of such assignment and acceptable as soon as possible.  

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For purposes of each of Section 12.2 and Section 12.3, each of (x) a contribution of a Portfolio Asset to the Issuer and (y) a substitution (in whole or part) of any Portfolio Asset held by the Issuer for one or more different Portfolio Assets will constitute an acquisition of such Portfolio Asset(s) by the Issuer.

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In connection with any such sale of a Participation Interest:

"Notwithstanding any other provision of this Agreement:

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

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

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

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

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

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

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

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

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

The Trustee will deliver to the Holders any information or notice relating to this Indenture in the possession of the Trustee and requested to be so delivered by at least 25% of the Holders (by Aggregate Outstanding Amount), at the expense of the Issuer.  The Trustee may require the requesting Holders to comply with its standard verification policies in order to confirm Holder status.  The Trustee shall have no liability for such disclosure or, subject to its duties herein, the accuracy thereof.

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

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

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

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

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

The Valuation Agent, the Collateral Manager shall each be an express third party beneficiary of each agreement or obligation in this Indenture (including, without limitation, any right to make a determination, receive a notice, report or certificate, make a request, give consent or direct a disposition expressed as being exercisable by the Valuation Agent or Collateral Manager hereunder).  Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Holders, the Collateral Manager and the Valuation Agent, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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

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

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

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

This Indenture (and each amendment, modification and waiver in respect of this Indenture) may be executed and delivered in any number of counterparts (including by e-mail (PDF), facsimile or other electronic transmission), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Indenture by signing any such counterpart.  Delivery of an executed counterpart of this Indenture by e-mail (PDF) or facsimile shall be deemed to constitute due and sufficient delivery of such counterpart

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

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- Signature Page Follows -

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

GREAT LAKES BCPL FUNDING LTD.,
  as Issuer

 

 

 

Indenture – Signature Page

 

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U.S. BANK NATIONAL ASSOCIATION,
as Trustee and, solely as expressly specified herein, as Bank

 

 

 

 

 

 

 

Indenture – Signature Page

 

 

 

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Schedule 1

 

S&P Industry Classifications

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Contents

 

 

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Page 4

 

 

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Page 5

 

 

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Page 6

 

 

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Page 8

 

 

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Schedules and Exhibits

 

Page 10

 

 

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Dated as of December 16, 2019

Great Lakes BCPL Funding Ltd.,
as Issuer

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

INDENTURE

 

 

 

 

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