Notice to Holders of Silver Rock CLO I, Ltd. and, as applicable

Global Corporate Trust

190 South LaSalle Street

Chicago, Illinois 60603

Notice to Holders of Silver Rock CLO I, Ltd.

and, as applicable, Silver Rock CLO I, LLC

Rule 144A Global

Regulation S Global

CUSIP

ISIN

CUSIP

ISIN

Class X-R Notes

82811RAS6

US82811RAS67

USG8201RAJ26

Class A-R Notes

82811RAJ6

US82811RAJ68

USG8201RAE39

Class B-R Notes

82811RAL1

US82811RAL15

USG8201RAF04

Class C-1-R Notes

82811RAU1

US82811RAU14

USG8201RAK98

Class C-2-R Notes

82811RAN7

US82811RAN70

USG8201RAG86

Class D-R Notes

82811RAQ0

US82811RAQ02

USG8201RAH69

Class E-R Notes

82811QAE9

US82811QAE98

USG8201RAJ26

USG8201QAC99

Subordinated Notes

82811QAC3

US82811QAC33

G8201QAB1

USG8201QAB17

and notice to the parties listed on Schedule A attached hereto.

PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS

Notice of Executed Supplemental Indenture

Reference is made to (i) that certain Indenture, dated as of November 3, 2020 (as

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

Rock CLO I, Ltd., as issuer (the “Issuer”), Silver Rock CLO I, LLC, as co-issuer (the “Co-

Issuer” and, together with the Issuer, the “Co-Issuers”) and U.S. Bank Trust Company,

National Association (as successor-in-interest to U.S. Bank National Association), as

trustee (in such capacity, the “Trustee”), (ii) that certain Notice of Optional Redemption

by Refinancing and Proposed Supplemental Indenture, dated November 10, 2023 and (iii)

that certain Notice of Revised Supplemental Indenture, dated November 13, 2023.

Capitalized terms used but not defined herein which are defined in the Indenture shall have

the meaning given thereto in the Indenture.

Pursuant to Section 8.3(c) of the Indenture, the Trustee hereby notifies you that the

Co-Issuers and the Trustee have entered into the First Supplemental Indenture, dated as of

The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders of

Notes. The Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy

or correctness of CUSIP/ISIN numbers printed on any Notes or as indicated in this notice.

November 15, 2023 (the “Supplemental Indenture”). A copy of the Supplemental

Indenture is attached hereto as Exhibit A .

The Trustee does not express any view on the merits of with respect to the

Supplemental Indenture and gives no investment, tax or legal advice. Recipients of this

notice are cautioned that this notice is not evidence that the Trustee will recognize the

recipient as a Holder. In addressing inquiries that may be directed to it, the Trustee may

conclude that a specific response to a particular inquiry from an individual Holder is not

consistent with equal and full dissemination of information to all Holders.

The Trustee expressly reserves all rights under the Indenture, including, without

limitation, its right to payment in full of all fees and costs (including, without limitation,

fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities

owing or to become owing to the Trustee, compensation for Trustee time spent and

reimbursement for fees and costs of counsel and other agents it employs in performing its

duties or to pursue remedies) prior to any distribution to Holders or other parties, as

provided in and subject to the applicable terms of the Indenture, and its right, prior to

exercising any rights or powers vested in it by the Indenture at the request or direction of

any of the Holders, to receive security or indemnity satisfactory to it against all costs,

expenses and liabilities which might be incurred in compliance therewith, and all rights

that may be available to it under applicable law or otherwise.

This notice is being sent to Holders by U.S. Bank Trust Company, National

Association in its capacity as Trustee. Holders with questions regarding this notice should

direct their inquiries, in writing, to: Juan Lopez, U.S. Bank Trust Company, National

Association, Attention: Global Corporate Trust – Silver Rock CLO I, Ltd., 190 S. LaSalle

Street, Chicago, Illinois, 60603, telephone (312) 332-7540, or via email at

[email protected].

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, November 15, 2023

as Trustee

SCHEDULE A

Silver Rock CLO I, Ltd.

c/o Walkers Fiduciary Limited

190 Elgin Avenue

George Town, Grand Cayman

KY1-9008, Cayman Islands

Email: [email protected]

Silver Rock CLO I, LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Email: [email protected]

Silver Rock Management LLC

430 Park Avenue, Suite 1702

New York, New York 10022

Attention: Timothy Milton

Email: [email protected]

With a copy to:

Silver Rock Financial LP,

12100 Wilshire Blvd., Suite 1000

Los Angeles, CA 90025

Attention: Patrick Hunnius, General Counsel

and Chief Compliance Officer

Email: [email protected]

S&P Global Ratings, an S&P Global

business

Email: [email protected]

[email protected]

U.S. Bank Trust Company, National

Association,

as Information Agent

Email:

[email protected]

The Cayman Islands Stock Exchange

Elizabethan Square, 4

Floor

PO Box 2408, Grand Cayman KY1-1105

Email: Listing@csx.ky

Exhibit A

[Executed Supplemental Indenture]

EXECUTION COPY

FIRST SUPPLEMENTAL INDENTURE

dated as of November 15, 2023

among

SILVER ROCK CLO I, LTD.,

as Issuer

and

SILVER ROCK CLO I, LLC,

as Co-Issuer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

the Indenture, dated as of November 3, 2020,

among the Issuer, the Co-Issuer and the Trustee

This FIRST SUPPLEMENTAL INDENTURE dated as of November 15, 2023 (this

"Supplemental Indenture") to the Indenture dated as of November 3, 2020 (as amended, modified or

supplemented from time to time, the "Original Indenture") is entered into among SILVER ROCK CLO I,

LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands

(the "Issuer"), SILVER ROCK CLO I, LLC, a limited liability company organized under the laws of the

State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), and U.S. BANK

TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National

Association), as trustee under the Original Indenture (together with its successors in such capacity, the

"Trustee"). Capitalized terms used but not otherwise defined herein shall have the respective meanings

set forth in the Original Indenture.

WHEREAS, pursuant to Section 8.1(a)(xvii) of the Original Indenture, with the prior written

consent of the Collateral Manager and a Majority of the Subordinated Notes, but without the consent of

the Holders of the Notes or any Hedge Counterparty, the Co-Issuers and the Trustee, at any time and from

time to time may enter into one or more indentures supplemental to the Original Indenture to effect a

Refinancing to the extent described in Section 9.2 or Section 9.3 of the Original Indenture (including, in

connection with (x) a Partial Redemption by Refinancing, with the consent of the Collateral Manager,

modifications to establish a non-call period for replacement Notes or prohibit a future Refinancing or Re-

Pricing of such replacement Notes or (y) a Refinancing of all Classes of Secured Notes in full but not in

connection with a Partial Redemption by Refinancing, with the consent of the Collateral Manager and a

Majority of the Subordinated Notes, modifications to (a) effect an extension of the end of the

Reinvestment Period, (b) establish a non-call period or prohibit a future Refinancing, (c) modify the

Weighted Average Life Test, (d) provide for a stated maturity of the replacement Notes or loans or other

financial arrangements issued or entered into in connection with such Refinancing that is later than the

Stated Maturity of the Secured Notes, (e) effect an extension of the Stated Maturity of the Subordinated

Notes and/or (f) make any other supplement or amendment to this Indenture as is mutually agreed to by

the Collateral Manager and a Majority of the Subordinated Notes);

WHEREAS, pursuant to Section 8.1(a) of the Original Indenture, the Co-Issuers may, without

regard to the provisions of Section 8.2 of the Original Indenture or any paragraphs in Section 8.1 of the

Original Indenture requiring consent of any party, enter into a supplemental indenture to reflect the terms

of a Refinancing upon a redemption of the Secured Notes in whole but not in part, including to make any

supplements or amendments to the Indenture that would otherwise be subject to the provisions of

Section 8.2 of the Original Indenture, if (i) such supplemental indenture is effective on or after the date of

such Refinancing and (ii) the Collateral Manager and a Majority of the Subordinated Notes have

consented to the execution of such supplemental indenture;

WHEREAS, in connection with a Refinancing occurring on the date hereof, the Secured Notes

issued on the Closing Date (the "Refinanced Notes") shall be redeemed pursuant to Section 9.2 of the

Original Indenture simultaneously with the execution of this Supplemental Indenture by the Co-Issuers

and the Trustee;

WHEREAS, the Subordinated Notes shall remain Outstanding following the Refinancing;

WHEREAS, the Co-Issuers wish to amend the Original Indenture as set forth in this

Supplemental Indenture and have requested that the Trustee execute and deliver this Supplemental

Indenture;

WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Section

8.1(a)(xvii) of the Original Indenture have been satisfied;

WHEREAS, pursuant to Section 8.3(b) and Section 9.4(a) of the Original Indenture, the Trustee

has provided a proposed copy of this Supplemental Indenture to the Holders, the Collateral Manager, the

Collateral Administrator, any Hedge Counterparty and each Rating Agency at least three Business Days

prior to the date hereof;

WHEREAS, pursuant to Section 9.2(a) of the Original Indenture, (1) a Majority of the

Subordinated Notes, with the consent of the Collateral Manager, has directed the Co-Issuers to redeem

each Class of Secured Notes (in whole but not in part) from Refinancing Proceeds and (2) the Collateral

Manager and a Majority of the Subordinated Notes have approved the terms of the Refinancing as

evidenced by (x) the Collateral Manager's signature set forth below and (y) the consent received from a

Majority of the Subordinated Notes to the terms of this Supplemental Indenture;

WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a First

Refinancing Note (as defined below) will be deemed to have consented to the execution of this

Supplemental Indenture by the Co-Issuers and the Trustee; and

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties

agree as follows:

SECTION 1. Terms of the First Refinancing Notes.

(a) The Applicable Issuers shall issue replacement notes (referred to herein as the "First

Refinancing Notes"), the proceeds of which shall be used to redeem the Refinanced Notes, which First

Refinancing Notes shall be divided into classes that have designations, principal amounts and other

characteristics in the table set forth below:

Principal Terms of the First Refinancing Notes

Designation

Class X-R

Notes

Class A-R

Notes

Class B-R

Notes

Class C-1-R

Notes

Class C-2-R

Notes

Class D-R

Notes

Class E-R

Notes

Type .............................

Fixed

Rate

Floating

Rate

Floating

Rate

Deferrable

Floating Rate

Deferrable

Fixed Rate

Deferrable

Floating Rate

Deferrable

Floating Rate

Issuer(s) .......................

Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer

Initial Principal

Amount

(U.S.$) .....................

$3,500,000

$224,000,000 $40,250,000 $12,950,000 $9,800,000 $21,000,000 $9,695,000

Expected S&P

Initial Rating .........

"AAA (sf)" "AAA (sf)" "AA (sf)" "A+ (sf)" "A (sf)" "BBB- (sf)" "BB- (sf)"

Note Interest Rate

(1)

...

6.597%

Benchmark +

1.78%

Benchmark +

2.90%

Benchmark +

3.85%

8.650% Benchmark +

5.75%

Benchmark +

9.20%

Stated

Maturity

(Payment Date

in) ............................

October 2033

October 2033 October 2033 October 2033 October 2033 October 2033 October 2033

Authorized

Denominations

(U.S.$) (Integral

Multiples) ...............

$250,000

($1.00)

$100,000

($1.00)

$150,000

($1.00)

$250,000

($1.00)

$250,000

($1.00)

$250,000

($1.00)

$250,000

($1.00)

Priority

Class(es) .................

None None X-R, A-R X-R, A-R, B-R

X-R, A-R, B-

R, C-1-R

X-R, A-R, B-

R, C-1-R, C-2-

X-R, A-R, B-

R, C-1-R, C-2-

R, D-R

Junior

Class(es) .................

B-R, C-1-R, C-

2-R, D-R, E-R,

Subordinated

Notes

B-R, C-1-R, C-

2-R, D-R, E-R,

Subordinated

Notes

, C-1-R, C-2-

R, D-R, E-R,

Subordinated

Notes

C-2-R, D-R,

E-R,

Subordinated

Notes

D-R, E-R,

Subordinated

Notes

E-R,

Subordinated

Notes

Subordinated

Notes

Pari Passu

Classes ....................

A-R

(2)

X-R

(2)

None None None None None

Deferred

Interest

No No No Yes Yes Yes Yes

Designation

Class X-R

Notes

Class A-R

Notes

Class B-R

Notes

Class C-1-R

Notes

Class C-2-R

Notes

Class D-R

Notes

Class E-R

Notes

Notes .......................

Repriceable

Class .......................

No No No No Yes Yes Yes

Form ............................

Book-Entry

Certificated

Book-Entry

Certificated

Book-Entry

Certificated

Book-Entry

Certificated

Book-Entry

Certificated

Book-Entry

Certificated

Book-Entry

Certificated

Listed Notes ................

No No Yes No No No No

(1)

The Note Interest Rate of a Class of Floating Rate Notes will be equal to the Benchmark plus the spread specified above for such Class. The

initial Benchmark for the Floating Rate Notes is Term SOFR. Term SOFR shall be calculated by reference to a three-month tenor except as

otherwise set forth in the definition of "Index Maturity". The Note Interest Rate with respect to any Repriceable Class may be reduced in

connection with a Re-Pricing of such Class of Secured Notes, subject to the conditions set forth in Section 9.7 of the Indenture.

(2f)

The Class X-R Notes and the Class A-R Notes are pari passu in right of payment except that, in accordance with the Priority of Payments,

principal of the Class X-R Notes is payable in circumstances in which principal of the Class A-R Notes is not payable.

(b) The issuance date of the First Refinancing Notes shall be November 15, 2023 (the "First

Refinancing Date") and the Redemption Date of the Refinanced Notes shall also be November 15, 2023.

Payments on the First Refinancing Notes issued on the First Refinancing Date will be made on each

Payment Date, commencing on the Payment Date in January 2024.

SECTION 2. Amendments to the Original Indenture.

As of the date hereof, the Original Indenture is hereby amended to delete the stricken text

(indicated textually in the same manner as the following example: stricken text) and to add the bold and

double-underlined text (indicated textually in the same manner as the following example: bold and

double-underlined text) as set forth on the pages of the conformed Indenture attached as Annex A

hereto.

The exhibits to the Original Indenture are amended by amending and restating the exhibits in the

forms attached as Annex B hereto.

SECTION 3. Issuance and Authentication of First Refinancing Notes.

(a) The Co-Issuers hereby direct the Trustee to (x) deposit the proceeds from the issuance of

First Refinancing Notes, Refinancing Proceeds and any other available amounts identified by the

Collateral Manager to the Trustee into the Payment Account on the First Refinancing Date and apply such

amounts to pay the Redemption Prices of the Refinanced Notes and certain Administrative Expenses

related to the Refinancing and (y) retain Interest Proceeds in the amount specified in an Issuer Order

delivered to the Trustee on the First Refinancing Date on deposit in the Interest Collection Account.

Notwithstanding the foregoing, the Trustee shall apply any amounts on deposit in any of the Accounts as

indicated in the final flow of funds to be provided by the Issuer to the Trustee on or prior to the First

Refinancing Date. For the avoidance of doubt, (i) the last day of the Collection Period for the First

Refinancing Date shall be the ninth Business Day preceding such date and (ii) no Distribution Report

shall be prepared for such payments on the First Refinancing Date.

(b) The First Refinancing Notes shall be issued as Rule 144A Global Notes, Regulation S

Global Notes and/or Certificated Notes, as applicable, and shall be executed by the Applicable Issuers and

delivered to the Trustee for authentication and thereupon the same shall be authenticated upon Issuer

Order and upon receipt by the Trustee of the following:

(i) Officers' Certificate of the Issuer. An Officer's certificate of the Issuer (A) evidencing

the authorization by the Issuer of the execution and delivery of this Supplemental Indenture and

the Refinancing Placement Agreement and the execution, authentication and delivery of the First

Refinancing Notes; and (B) certifying that (1) the attached copy of the Resolution of the Issuer is

a true and complete copy thereof, (2) such resolutions have not been rescinded and are in full

force and effect on and as of the First Refinancing Date and (3) the Officers authorized to execute

and deliver such documents hold the positions and have the signatures indicated thereon.

(ii) Officers' Certificate of the Co-Issuer. An Officer's certificate of the Co-Issuer

(A) evidencing the authorization by Resolution of the execution and delivery of this

Supplemental Indenture and the Refinancing Placement Agreement and the execution,

authentication and delivery of the Co-Issued Notes; and (B) certifying that (1) the attached copy

of the Resolution is a true and complete copy thereof, (2) such resolutions have not been

rescinded and are in full force and effect on and as of the First Refinancing Date and (3) the

Officers authorized to execute and deliver such documents hold the positions and have the

signatures indicated thereon.

(iii) Governmental Approvals.

(x) From the Issuer, either (A) a certificate of the Issuer or other official

document evidencing the due authorization, approval or consent of any governmental

body or bodies, at the time having jurisdiction in the premises, together with an Opinion

of Counsel to the Trustee that the Trustee is entitled to rely thereon and that no other

authorization, approval or consent of any governmental body is required for the valid

issuance of the First Refinancing Notes or (B) an Opinion of Counsel of the Issuer to the

Trustee that no such authorization, approval or consent of any governmental body is

required for the valid issuance of the First Refinancing Notes, except as may have been

given for the purposes of the foregoing (provided that the opinions delivered pursuant to

clause (iv) below may satisfy the requirement); and

(y) From the Co-Issuer either (A) a certificate of the Co-Issuer or other

official document evidencing the due authorization, approval or consent of any

governmental body or bodies, at the time having jurisdiction in the premises, together

with an Opinion of Counsel to the Trustee that the Trustee is entitled to rely thereon and

that no other authorization, approval or consent of any governmental body is required for

the valid issuance of the Co-Issued Notes or (B) an Opinion of Counsel of the Co-Issuer

to the Trustee that no such authorization, approval or consent of any governmental body

is required for the valid issuance of the Co-Issued Notes, except as may have been given

for the purposes of the foregoing (provided that the opinions delivered pursuant to clause

(iv) below may satisfy the requirement).

(iv) U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S. counsel to the

Issuer, dated the First Refinancing Date.

(v) Cayman Opinion. An opinion of Walkers (Cayman) LLP, Cayman Islands counsel to

the Issuer, dated the First Refinancing Date.

(vi) Trustee Counsel Opinion. An opinion of Alston & Bird LLP, counsel to the Trustee,

dated the First Refinancing Date.

(vii) Officers' Certificates of Co-Issuers Regarding Indenture.

(x) An Officer's certificate stating that the Issuer is not in Default under the

Original Indenture (as amended by this Supplemental Indenture) and that the issuance of

the First Refinancing Notes will not result in a breach of any of the terms, conditions or

provisions of, or constitute a default under, its organizational documents, any indenture

or other agreement or instrument to which the Issuer is a party or by which it is bound, or

any order of any court or administrative agency entered in any Proceeding to which the

Issuer is a party or by which it may be bound or to which it may be subject; that all

conditions precedent provided in the Original Indenture and this Supplemental Indenture

relating to the authentication and delivery of the First Refinancing Notes have been

complied with; and that all expenses due or accrued with respect to the offering of the

First Refinancing Notes or relating to actions taken on or in connection with the First

Refinancing Date have been paid or reserves therefor have been made; and

(y) An Officer's certificate stating that the Co-Issuer is not in Default under

the Original Indenture (as amended by this Supplemental Indenture) and that the issuance

of the Co-Issued Notes will not result in a breach of any of the terms, conditions or

provisions of, or constitute a default under, its Organizational Documents, any indenture

or other agreement or instrument to which the Co-Issuer is a party or by which it is

bound, or any order of any court or administrative agency entered in any Proceeding to

which the Co-Issuer is a party or by which it may be bound or to which it may be subject;

and that all conditions precedent provided in the Original Indenture and this

Supplemental Indenture relating to the authentication and delivery of the Co-Issued Notes

have been complied with.

(viii) Rating Letters. An Officer's certificate of the Issuer to the effect that it has

received a letter from each Rating Agency, as applicable, and confirming that such Rating

Agency's rating of the First Refinancing Notes is no lower than the applicable ratings specified in

Section 1(a) hereof.

Refinanced Notes shall be deemed to be surrendered for transfer and shall be deemed to be cancelled in

accordance with Section 2.10 of the Original Indenture.

SECTION 4. Noteholder Consent.

Each Holder or beneficial owner of a First Refinancing Note, by its acquisition thereof on the

First Refinancing Date, shall be deemed to agree to the Original Indenture, as amended hereby, set forth

in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof.

SECTION 5. Governing Law.

THIS SUPPLEMENTAL INDENTURE AND THE FIRST REFINANCING NOTES

SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS SUPPLEMENTAL

INDENTURE AND THE FIRST REFINANCING NOTES AND ANY MATTERS ARISING

OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS SUPPLEMENTAL

INDENTURE OR THE FIRST REFINANCING NOTES (WHETHER IN CONTRACT, TORT

OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW

YORK.

SECTION 6. Execution in Counterparts.

This Supplemental Indenture (and each amendment, modification and waiver in respect of it) and

the First Refinancing Notes may be executed and delivered in counterparts (including by facsimile or

electronic transmission), each of which will be deemed an original, and all of which together constitute

one and the same instrument. This Supplemental Indenture shall be valid, binding, and enforceable

against a party when executed and delivered by an authorized individual on behalf of the party by means

of (i) an original manual signature, (ii) a faxed, scanned, or photocopied manual signature, or (iii) any

other electronic signature permitted by the federal Electronic Signatures in Global and National

Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant

electronic signatures law, including any relevant provisions of the UCC (collectively, "Signature Law"),

in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other

electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in

evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon,

and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other

electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify

the validity or authenticity thereof. This Supplemental Indenture may be executed in any number of

counterparts, each of which shall be deemed to be an original, but such counterparts shall, together,

constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be

used for execution or indorsement of writings when required under the UCC or other Signature Law due

to the character or intended character of the writings.

SECTION 7. Concerning the Trustee.

The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-

Issuers, and the Trustee assumes no responsibility for their correctness. Except as provided in the

Original Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with

respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no

representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be

entitled to the benefit of every provision of the Original Indenture (as amended by this Supplemental

Indenture) relating to the conduct of or affecting the liability of or affording protection to the Trustee.

SECTION 8. Limited Recourse; Non-Petition.

The terms of Section 2.8(h) and Section 5.4(d) of the Original Indenture shall apply to this

Supplemental Indenture mutatis mutandis as if fully set forth herein.

SECTION 9. No Other Changes.

Except as provided herein, the Original Indenture shall remain unchanged and in full force and

effect, and each reference to the "Indenture" and words of similar import in the Original Indenture, as

amended hereby, shall be a reference to the Original Indenture as amended hereby and as the same may

be further amended, supplemented and otherwise modified and in effect from time to time.

SECTION 10. Execution, Delivery and Validity.

Each of the Co-Issuers represents and warrants to the Trustee that (i) this Supplemental Indenture

has been duly and validly executed and delivered by it and constitutes its legal, valid and binding

obligation, enforceable against it in accordance with its terms and (ii) the execution of this Supplemental

Indenture is authorized or permitted under the Original Indenture and all conditions precedent thereto

have been satisfied.

SECTION 11. Binding Effect.

This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto

and their respective successors and assigns.

SECTION 12. Direction to the Trustee.

The Issuer hereby directs the Trustee to execute this Supplemental Indenture and acknowledges

and agrees that the Trustee will be fully protected in relying upon the foregoing direction.

SECTION 13. Collateral Administration Agreement.

By their execution or acknowledgment hereto, each of the Issuer, the Collateral Manager and the

Collateral Administrator hereby agree that Section 4(l) of the Collateral Administration Agreement is

hereby amended by replacing the references of "Alternative Reference Rate" or "LIBOR" with "Term

SOFR".

[Signature Page Follows]

[Silver Rock CLO I – First Supplemental Indenture Signature Page]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed and delivered by their respective proper and duly authorized officers as of the day and year first

above written.

Executed as a deed by:

SILVER ROCK CLO I, LTD.,

as Issuer

By:

Name:

Title:

SILVER ROCK CLO I, LLC,

as Co-Issuer

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,

as Trustee

By:

Name:

Title:

John Fawkes

Director

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to

duly

executed and delivered by their respective proper and duly authorized officers as

the day and year first

above written.

Executed as a deed by:

SIL VER ROCK CLO I, LTD.,

as Issuer

By:

Name:

Title:

SIL VER ROCK CLO I, LLC,

as Co-Issuer

By:

Name:Dona1d

Puglisi

Title: Independent Manager

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,

as Trustee

By:

Name:

Title:

[Silver Rock CLO I - First Sup

emental Indenture Signature Page]

[Silver Rock CLO I – First Supplemental Indenture Signature Page]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dul

executed and delivered by their respective proper and duly authorized officers as of the day and year first

above written.

Executed as a deed by:

SILVER ROCK CLO I, LTD.,

as Issuer

By:

Name:

Title:

SILVER ROCK CLO I, LLC,

as Co-Issuer

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,

as Trustee

By:

Name:

Title:

Jon C. Warn

Senior Vice President

CONSENTED AND

AGREED

SILVER ROCK MANAGEMENT LLC,

as Collateral Manager

By:

Name:

Title:

Solely with respect to Section 13:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as

as Collateral Administrator

By:

Name:

Title:

Jon C. Warn

Senior Vice President

Annex A

CONFORMED INDENTURE

EXECUTION COPY

Conformed through the First Supplemental Indenture, dated as of November 15, 2023

EXECUTION

INDENTURE

between

SILVER ROCK CLO I, LTD.,

as Issuer,

SILVER ROCK CLO I, LLC,

as Co-Issuer,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

Dated as of November 3, 2020

44586.00002

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1 Definitions 2

Section 1.2 Assumptions as to Pledged Obligations 3

ARTICLE II

THE NOTES

Section 2.1 Forms Generally 7

Section 2.2 Forms of Notes 78

Section 2.3 Authorized Amount; Stated Maturity; Denominations 8

Section 2.4 Additional Notes 911

Section 2.5 Execution, Authentication, Delivery and Dating 1112

Section 2.6 Registration, Registration of Transfer and Exchange 1213

Section 2.7 Mutilated, Defaced, Destroyed, Lost or Stolen Note 2527

Section 2.8 Payment of Principal and Interest and Other Amounts; Principal and

Interest Rights Preserved 2628

Section 2.9 Persons Deemed Owners 2931

Section 2.10 Purchase and Surrender of Notes; Cancellation 3031

Section 2.11 Depository Not Available 3132

Section 2.12 Notes Beneficially Owned by Non-Permitted Holders or in Violation of

ERISA Representations 3133

Section 2.13 [Reserved] 3234

Section 2.14 Tax Treatment; Tax Certifications. 3234

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1 Conditions to Issuance of Notes on Closing Date 3436

Section 3.2 Conditions to Issuance of Additional Notes 3739

Section 3.3 Delivery of Collateral Obligations and Eligible Investments 3940

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture 3941

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Section 4.2 Application of Trust Money 4142

Section 4.3 Repayment of Monies Held by Paying Agent 4143

Section 4.4 Limitation on Obligation to Incur Administrative Expenses 4143

ARTICLE V

REMEDIES

Section 5.1 Events of Default

4243

Section 5.2 Acceleration of Maturity; Rescission and Annulment 4445

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 4546

Section 5.4 Remedies 4748

Section 5.5 Optional Preservation of Assets 4951

Section 5.6 Trustee May Enforce Claims without Possession of Notes 5152

Section 5.7 Application of Money Collected 5152

Section 5.8 Limitation on Suits 5153

Section 5.9 Unconditional Rights of Holders of Secured Notes to Receive Principal

and Interest 5253

Section 5.10 Restoration of Rights and Remedies 5254

Section 5.11 Rights and Remedies Cumulative 5254

Section 5.12 Delay or Omission Not Waiver 5254

Section 5.13 Control by Majority of Controlling Class 5354

Section 5.14 Waiver of Past Defaults 5355

Section 5.15 Undertaking for Costs 5455

Section 5.16 Waiver of Stay or Extension Laws 5456

Section 5.17 Sale of Assets 5456

Section 5.18 Action on the Notes 5657

ARTICLE VI

THE TRUSTEE

Section 6.1 Certain Duties and Responsibilities 5657

Section 6.2 Notice of Default 5859

Section 6.3 Certain Rights of Trustee 5859

Section 6.4 Not Responsible for Recitals or Issuance of Notes 6365

Section 6.5 May Hold Notes 6365

Section 6.6 Money Held in Trust 6465

Section 6.7 Compensation and Reimbursement 6465

Section 6.8 Corporate Trustee Required; Eligibility 6566

Section 6.9 Resignation and Removal; Appointment of Successor 6567

Section 6.10 Acceptance of Appointment by Successor 6768

Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee 6769

Section 6.12 Co-Trustees 6869

Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds 6970

Section 6.14 Authenticating Agents 6970

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Section 6.15 Withholding 7071

Section 6.16 Representative for Holders of Secured Notes Only; Agent for Each

Other Secured Party and the Holders of Subordinated Notes 7072

Section 6.17 Representations and Warranties of the Bank 7072

Section 6.18 Communication with the Rating Agencies 7172

ARTICLE VII

COVENANTS

Section 7.1 Payment of Principal and Interest 7173

Section 7.2 Maintenance of Office or Agency 7273

Section 7.3 Money for Payments to Be Held in Trust 7273

Section 7.4 Existence of Co-Issuers 7475

Section 7.5 Protection of Assets 7576

Section 7.6 Opinions as to Assets 7678

Section 7.7 Performance of Obligations 7778

Section 7.8 Negative Covenants 7778

Section 7.9 Statement as to Compliance 7981

Section 7.10 Co-Issuers May Consolidate, etc., Only on Certain Terms 8081

Section 7.11 Successor Substituted 8182

Section 7.12 No Other Business 8283

Section 7.13 Rating Review 8283

Section 7.14 Reporting 8283

Section 7.15 Calculation Agent 8384

Section 7.16 Certain Tax Matters 8485

Section 7.17 Ramp-Up Period; Purchase of Additional Collateral Obligations 9091

Section 7.18 Representations Relating to Security Interests in the Assets 9192

Section 7.19 [Reserved] 9394

Section 7.20 Maintenance of Listing 9394

Section 7.21 Section 3(c)(7) Procedures 9394

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures without Consent of Holders 9495

Section 8.2 Supplemental Indentures with Consent of Holders 99100

Section 8.3 Execution of Supplemental Indentures 101102

Section 8.4 Effect of Supplemental Indentures 104

Section 8.5 Reference in Notes to Supplemental Indentures 104

Section 8.6 Additional Provisions 104105

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ARTICLE IX

REDEMPTION OF NOTES

Section 9.1 Mandatory Redemption 105

Section 9.2 Optional Redemption or Redemption Following a Tax Event 105

Section 9.3 Partial Redemption 108

Section 9.4 Redemption Procedures 110

Section 9.5 Notes Payable on Redemption Date 112

Section 9.6 Special Redemption 112113

Section 9.7 Re-Pricing of Notes 113

ARTICLE X

ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1 Collection of Money 117

Section 10.2 Collection Accounts 117

Section 10.3 Certain Transaction Accounts 119120

Section 10.4 The Revolver Funding Account 124

Section 10.5 Hedge Counterparty Collateral Account 124125

Section 10.6 Reinvestment of Funds in Accounts; Reports by Trustee 125

Section 10.7 Accountings 126

Section 10.8 Release of Assets 135

Section 10.9 Reports by Independent Accountants 136137

Section 10.10 Reports to Rating Agencies 137138

Section 10.11 Procedures Relating to the Establishment of Accounts Controlled by the

Trustee 138

ARTICLE XI

APPLICATION OF MONIES

Section 11.1 Disbursements of Monies from Payment Account 138

Section 11.2 Expense Disbursements on Dates Other than Payment Dates 147149

ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS;

PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS

Section 12.1 Sales of Collateral Obligations 147149

Section 12.2 Purchase of Additional Collateral Obligations 151152

Section 12.3 Conditions Applicable to All Sale and Purchase Transactions 154156

Section 12.4 Restrictions on Maturity Amendments 155157

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ARTICLE XIII

HOLDERS' RELATIONS

Section 13.1 Subordination 156157

Section 13.2 Standard of Conduct 157158

Section 13.3 Information Regarding Holders 157158

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Form of Documents Delivered to Trustee 157159

Section 14.2 Acts of Holders 158159

Section 14.3 Notices Other than to Holders 158160

Section 14.4 Notices to Holders; Waiver 161162

Section 14.5 Effect of Headings and Table of Contents 162163

Section 14.6 Successors and Assigns 162164

Section 14.7 Severability 162164

Section 14.8 Benefits of Indenture 162164

Section 14.9 Records 162164

Section 14.10 Governing Law 162164

Section 14.11 Submission to Jurisdiction 162164

Section 14.12 Counterparts 163164

Section 14.13 Acts of Issuer 163165

Section 14.14 Confidential Information 163165

Section 14.15 Liability of Co-Issuers 165166

Section 14.16 17g-5 Information 165167

Section 14.17 S&P Rating Condition 167168

Section 14.18 Waiver of Jury Trial 167169

Section 14.19 Escheat 168169

Section 14.20 Legal Holidays 168169

ARTICLE XV

ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT

Section 15.1 Assignment of Collateral Management Agreement 168170

ARTICLE XVI

HEDGE AGREEMENTS

Section 16.1 Hedge Agreements 169171

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ANNEXES, SCHEDULES AND EXHIBITS

Annex A – Definitions

Schedule 1 – Moody's Industry Classification Group List

Schedule 2 – S&P Industry Classifications

Schedule 3 – Moody's Diversity Score Calculation

Schedule 4 – Moody's Rating Definitions

Schedule 5 – S&P Ratings Definitions and Recovery Rate Tables

Schedule 6 – S&P CDO Monitor Formula Definitions

Schedule 7 - Fitch Rating Definitions

Exhibit A – Forms of Notes

A1 – Form of Class ASecured Note

A2 – Form of Class B Note

A3 – Form of Class C Note

A4 – Form of Class D Note

A5 – Form of Class E Note

A6A2 – Form of Subordinated Note

Exhibit B – Forms of Transfer Certificates

B1 – Form of Transferor Certificate for Transfer to Regulation S Global Note

B2 – Form of Transferor Certificate for Transfer to Rule 144A Global Note

B3 – Form of Transferee Certificate for Transfer to Certificated Note (with

ERISA Certificate Attached)

Exhibit C – Form of Certifying Person Certificate

Exhibit D – Form of Trustee's Notice of Contribution

Exhibit E – Form of Contribution Notice

-vi-

This INDENTURE, dated as of November 3, 2020 (the "Closing Date"), among

Silver Rock CLO I, Ltd., an exempted company incorporated with limited liability under the

laws of the Cayman Islands (the "Issuer"), Silver Rock CLO I, LLC, a Delaware limited liability

company (the "Co-Issuer

" and, together with the Issuer, the "Co-Issuers"), and U.S. Bank Trust

Company, National Association (as successor in interest to U.S. Bank National Association), as

trustee (herein, together with its permitted successors in the trusts hereunder, the "Trustee").

PRELIMINARY STATEMENT

The Co-Issuers are 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 Co-Issuers herein are for the benefit and

security of the Holders of the Secured Notes, the Trustee, the Administrator, the Collateral

Administrator, the Collateral Manager, the Bank in each of its other capacities under the

Transaction Documents and each Hedge Counterparty (collectively the "Secured Parties"). The

Co-Issuers are 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 Co-Issuers in

accordance with the agreement's terms have been done.

GRANTING CLAUSE

I. Subject to the priorities and the exclusions, if any, specified below in this

Granting Clause, the Issuer hereby Grants to the Trustee, for the benefit and security of the

Secured Parties to the extent of such Secured Party's interest hereunder, including under the

Priority of Payments, all of its right, title and interest in, to and under, in each case, whether now

owned or existing, or hereafter acquired or arising, all securities, loans and investments and, in

each case as defined in the UCC, accounts, chattel paper, commercial tort claims, deposit

accounts, documents, financial assets, general intangibles, goods, instruments, investment

property, letter-of-credit rights and other supporting obligations, and other property of any type

or nature in which the Issuer has an interest, including all proceeds (as defined in the UCC) with

respect to the foregoing (subject to the exclusions noted below, the "Assets" or the "Collateral").

Such Grants include, but are not limited to:

(a) the Collateral Obligations, Restructured Obligations and Equity Securities

and all payments thereon or with respect thereto;

(b) each Account (subject, in the case of each Hedge Counterparty Collateral

Account, to the terms of the applicable Hedge Agreement), including any Eligible Investments

purchased with funds on deposit therein, and all income from the investment of funds therein;

held by any Issuer Subsidiary);

(d) the Collateral Management Agreement, any Hedge Agreement, the

Collateral Administration Agreement and the Administration Agreement;

(e) all Cash or Money; and

(f) all proceeds with respect to the foregoing.

Such Grant and the term "Assets" shall not include (a) any Margin Stock and (b) (i) the U.S.$250

transaction fee paid to the Issuer in consideration of the issuance of the Notes, (ii) the U.S.$250

attributable to the issuance and allotment of the Issuer's ordinary shares, (iii) any account in the

Cayman Islands maintained in respect of the funds referred to in clauses (b)(i) and (b)(ii) above

(and any amounts credited thereto or any interest thereon), (iv) the membership interests of the

Co-Issuer and (v) any Tax Reserve Account and any funds deposited in or credited to any such

account (the assets referred to in (a) and (b)(i) through (b)(iv), collectively, the "Excepted

Property").

Such Grants are made in trust to secure the Secured Notes equally and ratably without prejudice,

priority or distinction between any Secured Note and any other Secured Note by reason of

difference of time of issuance or otherwise, except as expressly provided in this Indenture, and to

secure, in accordance with the priorities set forth in the Priority of Payments, (A) the payment of

all amounts due on the Secured Notes in accordance with their terms, (B) the payment of all

other sums payable under any Transaction Document to any Secured Party and (C) compliance

with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall,

for the purpose of determining the property subject to the lien of this Indenture, be deemed to

include any securities and any investments granted to the Trustee by or on behalf of the Issuer,

whether or not such securities or investments satisfy the criteria set forth in the definitions of

"Collateral Obligation" or "Eligible Investments," as the case may be.

II. The Trustee acknowledges such Grant, accepts the trusts hereunder in

accordance with the provisions hereof, and agrees to perform its duties expressly stated herein in

accordance with the provisions hereof.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Except as otherwise specified herein or as the context

may otherwise require, terms defined in Annex A hereto shall have the respective meanings set

forth in Annex A for all purposes of this Indenture, and the definitions of such terms are equally

applicable both to the singular and plural forms of such terms and to the masculine, feminine and

neuter genders of such terms. The word "including" shall mean "including without limitation."

All references in this Indenture to designated "Articles," "Sections," "Subsections" and other

subdivisions are to the designated articles, sections, subsections and other subdivisions of this

Indenture. The words "herein," "hereof," "hereunder" and other words of similar import refer to

this Indenture as a whole and not to any particular article, section, subsection or other

subdivision. References to an agreement or other document are to it as amended, supplemented,

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restated and otherwise modified from time to time and to any successor document (whether or

not already so stated). References to a statute, regulation or other government rule are to it as

amended from time to time and, as applicable, are to corresponding provisions of successor

governmental rules (whether or not already so stated). 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. References to a Person are references to

such Person's successors and assigns (whether or not already so stated).

Section 1.2 Assumptions as to Pledged Obligations. Unless otherwise

specified, the assumptions described below shall be applied in connection with all calculations

required to be made pursuant to this Indenture with respect to Scheduled Distributions on any

Pledged Obligation, or any payments on any other assets included in the Assets, with respect to

the sale of and reinvestment in Collateral Obligations, and with respect to the income that can be

earned on Scheduled Distributions on such Pledged Obligations and on any other amounts that

may be received for deposit in the Collection Account.

(a) All calculations with respect to Scheduled Distributions on the Pledged

Obligations shall be made on the basis of information as to the terms of each such Pledged

Obligation and upon reports of payments, if any, received on such Pledged Obligation that are

furnished by or on behalf of the issuer of such Pledged Obligation and, to the extent they are not

manifestly in error, such information or reports may be conclusively relied upon in making such

calculations and any determination of the Weighted Average Life of any Collateral Obligation

shall be made by the Collateral Manager using the assumption that no Pledged Obligation

defaults or is disposed of.

(b) For purposes of calculating the Coverage Tests and the Reinvestment

Overcollateralization Test, except as otherwise specified in the Coverage Tests and the

Reinvestment Overcollateralization Test, such calculations shall not include scheduled interest

and principal payments on Defaulted Obligations unless or until such payments are actually

made.

Test prior to the purchase of Uptier Priming Debt, a Restructured Obligation or a Workout

Obligation, the calculation thereof shall account for any potential reduction in the Adjusted

Collateral Principal Amount for non-participation in the workout or restructuring of the related

Collateral Obligation, including, for the avoidance of doubt, with respect to the inability to

participate in any Rolled Senior Uptier Debt (in each case, as determined in the commercially

reasonable judgment of the Collateral Manager).

(d) (c) For each Collection Period and as of any date of determination, the

Scheduled Distribution on any Pledged Obligation (other than a Defaulted Obligation, which,

except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero,

except to the extent of any payments actually received) shall be the sum of (i) the total amount of

payments and collections to be received during such Collection Period in respect of such

Pledged Obligation (including the proceeds of the sale of such Pledged Obligation received and,

in the case of sales which have not yet settled, to be received during the Collection Period and

not reinvested in additional Collateral Obligations or Eligible Investments or retained in the

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Collection Account for subsequent reinvestment pursuant to Section 12.2) that, if paid as

scheduled, shall be available in the Collection Account at the end of the Collection Period and

(ii) any such amounts received by the Issuer in prior Collection Periods that were not disbursed

on a previous Payment Date.

(e) (d) Each Scheduled Distribution receivable with respect to a Pledged

Obligation shall be assumed to be received on the applicable Due Date, and each such Scheduled

Distribution shall be assumed to be immediately deposited in the Collection Account to earn

interest at the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earn

interest until the date on which they are required to be available in the Collection Account for

application, in accordance with the terms hereof, to payments of principal of or interest on the

Notes or other amounts payable pursuant to this Indenture. For the avoidance of doubt, all

amounts calculated pursuant to this Section 1.2(d) are estimates and may differ from the actual

amounts available to make distributions hereunder, and no party shall have any obligation to

make any payment hereunder due to the assumed amounts calculated under this Section 1.2(d)

being greater than the actual amounts available. For purposes of the applicable determinations

required by Section 10.7(b)(iv), Article XII and the definition of "Interest Coverage Ratio," the

Coverage Tests and the Collateral Quality Tests, the expected interest on Secured Notes and

Floating Rate Obligations shall be calculated using the then current interest rates applicable

thereto.

(e) [Reserved].

(f) For purposes of determining the issuance size of any Drop Down Asset,

the total potential indebtedness of the obligor thereof shall be deemed to include the total

potential indebtedness of the obligor of the related Subject Asset.

(g) (f) Calculations of amounts to be distributed under the Priority of

Payments will give effect to all payments that precede (in priority of payment) or include the

clause of the Priority of Payments in which such calculation is made.

(h) (g) Except as otherwise provided herein, Defaulted Obligations shall not

be included in the calculation of the Collateral Quality Test.

(i) (h) For purposes of calculating compliance with the Investment Criteria or

the Post-Reinvestment Period Criteria (as applicable), upon the direction of the Collateral

Manager by notice to the Trustee and the Collateral Administrator, any Eligible Investment

representing Principal Proceeds received upon the maturity, redemption, sale or other disposition

of Collateral Obligations shall be deemed to have the characteristics of such Collateral

Obligations until reinvested in additional Collateral Obligations. Such calculations shall be

based upon the principal amount of such Collateral Obligations, except in the case of Defaulted

Obligations and Credit Risk Obligations, in which case the calculations shall be based upon the

Principal Proceeds received on the disposition or sale of such Defaulted Obligations or Credit

Risk Obligations.

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(j) (i) For purposes of calculating the Sale Proceeds of a Collateral Obligation

in sale transactions, Sale Proceeds shall include any Principal Financed Accrued Interest

received in respect of such sale.

(k)

(j) For purposes of calculating the Concentration Limitations, without

duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account

(including Eligible Investments therein) representing Principal Proceeds shall each be deemed to

be a Floating Rate Obligation that is a Senior Secured Loan.

(l)

(k) Notwithstanding any other provision of this Indenture to the contrary,

all monetary calculations under this Indenture shall be in U.S. Dollars.

(m) (l) Any reference in this Indenture to an amount of the Trustee's or the

Collateral Administrator's fees calculated with respect to a period at a per annum rate shall be

computed on the basis of a 360-day year and the actual number of days elapsed during the

related Interest Accrual Period and shall be based on the aggregate outstanding principal balance

of the Collateral Obligations plus the aggregate outstanding principal balance of Eligible

Investments representing Principal Proceeds as of the first day of the Collection Period.

(n) (m) Unless otherwise specified, test calculations that evaluate to a

percentage shall be rounded to the nearest ten-thousandth and test calculations that evaluate to a

number shall be rounded to the nearest one-hundredth.

(o) (n) Unless otherwise specifically provided herein, all calculations or

determinations required to be made and all reports which are to be prepared pursuant to this

Indenture shall be made on the basis of the trade date. For the avoidance of doubt, with respect

to any commitment to purchase a Collateral Obligation that is intended to settle upon the

termination of a Collateral Obligation of the same obligor currently owned by the Issuer, the

trade date of such Collateral Obligation shall be deemed to be the date of termination of the

Collateral Obligation of the same obligor currently owned by the Issuer for the purposes of

calculating the Concentration Limitations and the Collateral Quality Tests.

(p) (o) Determination of the purchase price of a Collateral Obligation shall be

made independently each time such Collateral Obligation is purchased by the Issuer and pledged

to the Trustee, without giving effect to whether the Issuer has previously purchased such

Collateral Obligation (or an obligation of the related obligor).

(q) (p) When used with respect to payments on the Subordinated Notes, the

term "principal amount" shall mean amounts distributable to Holders of Subordinated Notes

from Principal Proceeds, and the term "interest" shall mean Interest Proceeds distributable to

Holders of Subordinated Notes in accordance with the Priority of Payments.

(r) (q) Any references in Article XI of this Indenture to fees paid to the

Collateral Manager shall not include fees paid to the Collateral Manager for its role in managing

the Assets prior to the Closing Date.

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(s) (r) Any future anticipated tax liabilities of an Issuer Subsidiary related to

an Issuer Subsidiary Asset will be excluded from the calculation of the Weighted Average

Floating Spread, the Minimum Weighted Average Coupon Test and the Interest Coverage Tests.

(t)

(s) Any reference to the Benchmark applicable to any Floating Rate Note

as of any Measurement Date during the first Interest Accrual Period shall mean the Benchmark

for the relevant portion of the first Interest Accrual Period as determined on the preceding

Interest Determination Date.

(u)

(t) If an administrative agent with respect to a Collateral Obligation

provides notice that withholding tax is imposed on (i) any amendment, waiver, consent or

extension fees, (ii) commitment fees or other similar fees or (iii) any other Collateral Obligation

that becomes subject to withholding tax, the calculations of the Weighted Average Floating

Spread, the Minimum Weighted Average Coupon Test and the Interest Coverage Tests (and all

component calculations of such calculations and tests, including when such a component

calculation is calculated independently), as applicable, shall be made on a net basis after taking

into account such withholding, unless the obligor is required to make "gross-up" payments to the

Issuer or an Issuer Subsidiary that cover the full amount of any such withholding tax on an

after-tax basis pursuant to the Underlying Instrument with respect thereto.

(v) (u) Each of the Weighted Average Floating Spread and Minimum Floating

Spread Test will be calculated by the Issuer (or the Collateral Administrator on its behalf in

accordance with and subject to the provisions of the Collateral Administration Agreement) in

consultation with the Collateral Manager.

(w) (v) At the written direction of the Collateral Manager to the Trustee (with

a copy to the Collateral Administrator), Interest Proceeds received by the Issuer following the

Closing Date up to the first Payment Date following the Effective Date up to an amount

specified in the certification set forth in clause (i) of the definition of "Principal Financed

Accrued Interest" may be deposited directly to the Collection Account as Principal Proceeds.

(x) (w) For purposes of determining compliance with the criteria set forth in

Section 12.2, any Unscheduled Principal Payments shall be taken into consideration on and after

the date such Unscheduled Principal Payments are actually received by the Issuer (and not as of

the Record Date of the related payment).

(y) (x) All calculations and determinations required (or otherwise necessary)

under this Indenture shall be made by or on behalf of the Issuer based on the information

actually available to the Issuer (or the Collateral Administrator on its behalf) or, if applicable,

the Collateral Manager at the time such calculation or determination is made. Information

obtained after any such calculation or determination has been made shall not affect the validity

of such calculation or determination at the time it was made.

(z) (y) To the extent of any ambiguity in the interpretation of any definition or

term contained in this Indenture or to the extent more than one methodology can be used to make

any of the determinations or calculations set forth herein, the Collateral Administrator shall be

entitled to request direction from the Collateral Manager as to the interpretation and/or

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methodology to be used, and the Collateral Administrator shall follow such direction, and

together with the Trustee, shall be entitled to conclusively rely thereon without any

responsibility or liability therefor.

(aa)

(z) For purposes of calculating the Reinvestment Target Par Balance, any

proceeds of an issuance solely of additional Subordinated Notes and/or Junior Mezzanine Notes

designated as Interest Proceeds will be excluded.

(bb)

(aa) All calculations related to Maturity Amendments (and definitions

related to Maturity Amendments and Section 12.4 that would otherwise be calculated

cumulatively) and the Investment Criteria and the Post-Reinvestment Period Criteria (and

definitions related to the Investment Criteria, the Post-Reinvestment Period Criteria and Section

12.2 that would otherwise be calculated cumulatively) will be reset at zero on the date of any

Refinancing of the Secured Notes in whole. For the avoidance of doubt, the Incentive

Management Fee Threshold will not be reset at zero on the date of any Refinancing.

(cc) (bb) For purposes of calculating all Concentration Limitations, in both the

numerator and the denominator of any component of the Concentration Limitations, Defaulted

Obligations will be treated as having a Principal Balance equal to zero.

(dd) (cc) Any direction or Issuer Order required hereunder relating to the

purchase, acquisition, sale, disposition or other transfer of Assets may be in the form of a trade

ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or

document or other written instruction (including by email or other electronic communication or

file transfer protocol) from the Collateral Manager on which the Trustee may rely for all

purposes herein.

(ee) (dd) Notwithstanding anything to the contrary in this Indenture, except as

otherwise expressly provided in this Indenture, a Workout Obligation shall be treated as a

Defaulted Obligation including, but not limited to, for the purposes of calculation of the

Collateral Quality Test, Concentration Limitations, Adjusted Collateral Principal Amount and

Collateral Interest Amount unless and until it subsequently meets the definition of "Collateral

Obligation" (as determined on such date and without giving effect to the previously utilized

carve-outs for Workout Obligations set forth therein with respect thereto) and shall otherwise be

considered a Collateral Obligation.

(ff) The Class X-R Notes will not be included in the calculation of any Interest

Coverage Test, any Overcollateralization Test or the Reinvestment Overcollateralization Test.

(gg) (ee) Notwithstanding anything to the contrary in this Indenture, except as

otherwise expressly provided in this Indenture, all Assets (other than a Collateral Obligation

and/or any Assets acquired pursuant to Sections 12.2(b) and (c) and designated as a Defaulted

Obligation pursuant to the terms therein) acquired in connection with a workout, restructuring or

bankruptcy or similar process shall have a Principal Balance of zero.

(ff) Notwithstanding anything to the contrary in this Indenture, except as

otherwise expressly provided in this Indenture, the aggregate amount of Principal Proceeds

applied to purchase any asset that is not a Collateral Obligation (a) in any calendar year shall not

-7-

exceed 1.5% of the Collateral Principal Amount measured as of the first day of such year and (b)

measured cumulatively since the Closing Date shall not exceed 3.5% of the Aggregate Ramp-up

Par Amount.

ARTICLE II

THE NOTES

Section 2.1 Forms

Generally. The Notes and the Trustee's or Authenticating

Agent's certificate of authentication thereon (the "Certificate of Authentication") shall be in

substantially the forms required by this Article, with such appropriate insertions, omissions,

substitutions and other variations as are required or permitted by this Indenture, and may have

such letters, numbers or other marks of identification and such legends or endorsements placed

thereon, as may be consistent herewith, determined by the Authorized Officers of the Applicable

Issuers executing such Notes as evidenced by their execution of such Notes. Any portion of the

text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on

the face of the Note.

Global Notes and Certificated Notes may have the same identifying numbers

(e.g., CUSIP). As an administrative convenience or in connection with a Re-Pricing of Notes, a

Refinancing, an issuance of Additional Notes, compliance with FATCA or giving effect to the

Bankruptcy Subordination Agreement, the Applicable Issuers or the Issuer's agent may obtain a

separate CUSIP or separate CUSIPs (or similar identifying numbers) for all or a portion of any

Class.

Section 2.2 Forms of Notes. (a) The forms of the Notes, including the forms

of Certificated Notes, Regulation S Global Notes and Rule 144A Global Notes, will be as set

forth in the applicable Exhibit A.

(i) Except as provided below, each Class of Notes issued to persons who are

not U.S. persons in offshore transactions in reliance on Regulation S (except to the extent

that any such person requests to receive a Certificated Note) shall be represented by one

or more Regulation S Global Notes and deposited with the Trustee as custodian for, and

registered in the name of, DTC or its nominee for credit to the respective accounts of

Euroclear and Clearstream, duly executed by the Applicable Issuers and authenticated by

the Trustee as hereinafter provided.

(ii) Except as provided below, each Class of Notes issued to persons that are

QIB/QPs (except to the extent that any such QIB/QP requests to receive a Certificated

Note) shall initially be represented by one or more Rule 144A Global Notes and

deposited with the Trustee as custodian for, and registered in the name of, DTC or its

nominee, duly executed by the Applicable Issuers and authenticated by the Trustee as

hereinafter provided.

(b) Book Entry Provisions. This Section 2.2(b) shall apply only to Global

Notes deposited with or on behalf of DTC.

-8-

-9-

"A (sf)" "BBB- (sf)"

Issuer(s)

"BB- (sf)"

Subordinate

d Notes

Co-Issuers

Class A

Notes

Expected Fitch

Initial Rating

Co-Issuers

"AAA(sf)"

Co-Issuers

Agent Members and owners of beneficial interests in Global Notes shall have no

rights under this Indenture with respect to any Global Notes held by the Trustee, as custodian for

DTC and DTC may be treated by the Co-Issuers, the Trustee, and any agent of the Co-Issuers or

the Trustee as the absolute owner of such Global Note for all purposes whatsoever.

Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers, the Trustee, or any

agent of the Co-Issuers or the Trustee, from giving effect to any written certification, proxy or

other authorization furnished by DTC or impair, as between DTC and its Agent Members, the

operation of customary practices governing the exercise of the rights of a Holder of any Note.

owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of

Certificated Notes.

Section 2.3 Authorized Amount; Stated Maturity; Denominations. (a) The

aggregate principal amount of the Secured Notes and the Subordinated Notes that may be

authenticated and delivered under this Indenture is limited to (x) prior to the First Refinancing

Date, U.S.$347,550,000 aggregate principal amount of Notes and (y) on and after the First

Refinancing Date, U.S.$351,295,000 aggregate principal amount of Notes, except for Deferred

Interest with respect to the Deferred Interest Notes and Additional Notes issued pursuant to

Section 2.4.

(b) SuchPrior to the First Refinancing Date, such Notes shall be divided into

the Classes, having the designations, original principal amounts and other characteristics as

follows:

Co-Issuers

Type

Issuer

Class B

Notes

Note Interest Rate

(2)

Issuer

Benchmark +

1.65%

Floating

Rate

Benchmark +

2.30%

Benchmark +

2.85%

Benchmark +

4.50%

Initial Principal

Amount

(U.S.$)

Benchmark +

8.51%

Floating

Rate

$210,000,000

Class C

Notes

Stated

Maturity

(Payment Date in)

$56,000,000

October 2031

Deferrable

Floating Rate

October 2031

$19,250,000

October 2031 October 2031

$21,000,000

October 2031

Deferrable

Floating Rate

October 2031

$11,200,000

Class D

Notes

Authorized

Denominations

(U.S.$) (Integral

Multiples)

$30,100,000

$100,000

($1.00)

Deferrable

Floating Rate

$250,000

($1.00)

$250,000

($1.00)

Designation

(1)

$250,000

($1.00)

Expected S&P Initial

Rating

$250,000

($1.00)

Subordinated

$250,000

($1.00)

"AAA (sf)"

Class E

Notes

Priorit

"AA (sf)"

-10-

Class X-

Notes

Class A-

Notes

A, B, C, D, E

Class B-

Notes

Deferred

Interest

Notes

Class C-1-

Notes

Class A

Notes

Class C-2-

Notes

Class D-

Notes

Class E-

Notes

Subordinate

d Notes

Subordinate

d Notes

Yes

Type

Junior

Class(es)

Fixed

Rate

Yes

Floating

Rate

Floating

Rate

Yes

Deferrable

Floating Rate

B, C, D, E,

Subordinated

otes

Deferrable

Fixed Rate

Deferrable

Floating Rate

Deferrable

Floating Rate Subordinated

C, D, E,

Subordinated

otes

Repriceable

Class

Issuer(s)

Class B

Notes

Co-Issuers

D, E,

Subordinated

otes

Co-Issuers

Yes

Co-Issuers

Class(es)

Co-Issuers

Yes

Co-Issuers

Subordinated

otes

Issuer

Yes

Issuer

Yes

Initial Principal

Amount

(U.S.$)

Subordinated

otes

3,500,000

$224,000,000

one

$40,250,000

$12,950,000

one

$9,800,000

Form

$21,000,000

Class C

Notes

$9,695,000

Book-Entry

Certificated

30,100,000

Book-Entry

Certificated

Expected S&P Initial

Rating

"AAA (sf)"

Book-Entry

Certificated

"AAA (sf)"

Pari Passu

Classes

"AA (sf)"

Book-Entry

Certificated

"A+ (sf)"

Designation

(1)

"A (sf)"

Book-Entry

Certificated

"BBB- (sf)"

one

"BB- (sf)"

Book-Entry

Certificated

A, B

Note Interest Rate

(2)

one

6.597

Listed Notes

Benchmark +

1.78%

Class D

Notes

Benchmark +

2.90%

Yes

Benchmark +

3.85%

one

8.650%

Yes

Benchmark +

5.75%

A, B, C

Benchmark +

9.20%

Yes

one

Yes

Stated

Maturity

October 2033

Yes

October 2033

one

October 2033

Yes

October 2033

A, B, C, D

October 2033

(1) Each Class of Notes is referred to in this Indenture using the respective term set forth in the row titled "Designation" in the table above. The Subordinated

Notes described above are referred to herein as the "Subordinated Notes." The Class A Notes and the Class B Notes are referred to as the "Senior Notes". The

Senior Notes, the Class C Notes and the Class D Notes are referred to as the "Co-Issued Notes." The Class E Notes and the Subordinated Notes are referred to

as the "Issuer Only Notes" and, collectively with the Co-Issued Notes, the "Notes." The Senior Notes, the Class C Notes, the Class D Notes and the Class E

Notes are sometimes referred to as the "Secured Notes." The Issuer Only Notes are sometimes referred to as the "ERISA Restricted Notes." Certificated

Notes will be issued on the Closing Date to initial investors who request Certificated Notes. The aggregate principal amount of the 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.

(2) The Note

Interest Rate of a Class of Floating Rate Notes will be equal to the Benchmark plus the spread specified above for such Class. The Benchmark may

be modified as provided in the definition thereof. The Benchmark for the first Interest Accrual Period will be set on two different Interest Determination

Dates and, therefore, two different rates will apply during that period. Interest for such Interest Accrual Period will be the sum of (a) interest accrued at the

indicated Note Interest Rate from the Closing Date through the First Interest Determination End Date and (b) the interest accrued at the indicated Note Interest

Rate from the First Interest Determination End Date to the end of the Interest Accrual Period. The Note Interest Rate with respect to any Repriceable Class

may be reduced in connection with a Re-Pricing of such Class of Secured Notes, subject to the conditions set forth in Section 9.7

. Additionally, under certain

circumstances, the Collateral Manager may select an Alternative Reference Rate to replace LIBOR in accordance with the definition thereof.

On and after the First Refinancing Date, such Notes shall be divided into the

Classes, having the designations, original principal amounts and other characteristics as follows:

October 2033 October 2033

one

October 2033

Designation

(1)

Class E

Notes

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one

$100,000

($1.00)

Class C-2-

Notes

Pari Passu

Classes

$150,000

($1.00)

A-

(3)

Class X-

Notes

X-

(3)

$250,000

($1.00)

one

Class D-

Notes

one

$250,000

($1.00)

one

$250,000

($1.00)

one

Class E-

Notes

one

$250,000

($1.00)

Class A-

Notes

Deferred

Interest

Notes

$250,000

($1.00)

Subordinate

d Notes

o Yes

Priority

Class(es)

Yes Yes

one

Yes

Class B-

Notes

one

(Payment Date in)

Repriceable

Class

X-R, A-

X-R, A-R,

B-

X-R, A-R,

B-R, C-1-

Yes Yes

X-R, A-R,

B-R, C-1-R,

C-2-

Yes

X-R, A-R,

B-R, C-1-R,

C-2-R, D-

Form

X-R, A-R,

B-R, C-1-R,

C-2-R, D-R,

E-

Book-Entry

Certificated

Book-Entry

Certificated

Book-Entry

Certificated

Book-Entry

Certificated

Junior

Class(es)

Book-Entry

Certificated

Book-Entry

Certificated

B-R, C-1-R,

C-2-R, D-R,

E-R,

Subordinated

otes

Book-Entry

Certificated

Book-Entry

Certificated

B-R, C-1-R,

C-2-R, D-R,

E-R,

Subordinated

otes

Listed Notes

C-1-R, C-2-R,

D-R, E-R,

Subordinated

otes

Designation

(1)

C-2-R, D-R,

E-R,

Subordinated

otes

Yes

Authorized

Denominations

(U.S.$) (Integral

Multiples)

D-R, E-R,

Subordinated

otes

Class C-1-

Notes

E-R,

Subordinated

otes

$250,000

($1.00)

Subordinated

otes

(1) Each Class of Notes is referred to in this Indenture using the respective term set forth in the row titled "Designation" in the table above. The Subordinated

Notes described above are referred to herein as the "Subordinated Notes." The Class A-R Notes and the Class B-R Notes are referred to as the "Senior Notes".

The Senior Notes, the Class C-1-R Notes, the Class C-2-R Notes and the Class D-R Notes are referred to as the "Co-Issued Notes." The Class E-R Notes and

the Subordinated Notes are referred to as the "Issuer Only Notes" and, collectively with the Co-Issued Notes, the "Notes." The Senior Notes, the Class C-1-R

Notes, the Class C-2-R Notes, the Class D-R Notes and the Class E-R Notes are sometimes referred to as the "Secured Notes." The Issuer Only Notes are

sometimes referred to as the "ERISA Restricted Notes." Certificated Notes will be issued on the First Refinancing Date to initial investors who request

Certificated Notes. The aggregate principal amount of the 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.

(2) The Note Interest Rate of a Class of Floating Rate Notes will be equal to the Benchmark plus the spread specified above for such Class. The initial Benchmark

for the Floating Rate Notes is Term SOFR. Term SOFR shall be calculated by reference to a three-month tenor except as otherwise set forth in the definition

of "Index Maturity". The Note Interest Rate with respect to any Repriceable Class may be reduced in connection with a Re-Pricing of such Class of Secured

Notes, subject to the conditions set forth in Section 9.7.

(3) The Class X-R Notes and the Class A-R Notes are pari passu in right of payment except that, in accordance with the Priority of Payments, principal of the

Class X-R Notes is payable in circumstances in which principal of the Class A-R Notes is not payable.

Section 2.4 Additional Notes. (a) At any time, subject to the written approval

of a Majority of the Subordinated Notes and the Collateral Manager, the Applicable Issuers may,

pursuant to a supplemental indenture in accordance with Section 8.1 hereof, issue and sell

Additional Notes of each Class (other than the Class X-R Notes) on a pro rata basis with respect

to each Class of Notes (except that (i) a larger proportion of Subordinated Notes and/or Junior

Mezzanine Notes may be issued and (ii) in connection with a Refinancing pursuant to which all

Secured Notes are being refinanced, a larger proportion of one or more Classes of Secured Notes

may be issued) and/or additional secured or unsecured notes of one or more new classes that are

junior in right of payment to the Secured Notes (the "Junior Mezzanine Notes"); provided that

the consent of a Majority of the Subordinated Notes shall not be required if the Collateral

Manager has determined in its sole discretion that such issuance is required for compliance with

the U.S. Risk Retention Rules (if the U.S. Risk Retention Rules apply to this transaction) by the

Collateral Manager and/or the Sponsor. In addition, the following conditions must be satisfied

to issue Additional Notes:

(i) the Applicable Issuers shall comply with the requirements of Section 2.6,

Section 3.2 and Section 8.1;

(ii) the Issuer shall provide notice of such issuance to each Rating Agency;

(iii) in the case of additional Secured Notes, unless such issuance is being

effected (in the sole discretion of the Collateral Manager) in order to permit the

Collateral Manager and/or the Sponsor to comply with any applicable law, including the

U.S. Risk Retention Rules, (a) the issuance date is during the Reinvestment Period, (b)

each Overcollateralization Test is maintained or improved after giving effect to such

issuance; and (c) unless the S&P Rating Condition is satisfied, no such issuance of

Secured Notes may exceed 100% of the respective original outstanding amount of the

applicable Class or Classes of Secured Notes and (d) so long as the Class A Notes remain

Outstanding, a Majority of the Class A Notes has consented to such issuance;

(iv) the proceeds of any Additional Notes (net of fees and expenses incurred in

connection with such issuance) (a) shall be treated as Principal Proceeds, used to

purchase additional Collateral Obligations, (b) Additional Junior Notes Proceeds and the

excess of the pro rata issuance amount in the case of an issuance of additional

Subordinated Notes and/or any additional Junior Mezzanine Notes, may, in the sole

discretion of the Collateral Manager, be applied to the purchase of Specified Equity

Securities, used for Permitted Uses or treated as Interest Proceeds;

(v) unless only additional Subordinated Notes or additional Junior Mezzanine

Notes are being issued, Tax Advice will be delivered to the Issuer to the effect that any

additional Secured Notes will have the same U.S. federal income tax characterization

(and at the same comfort level) as any Secured Notes Outstanding at the time of the

additional issuance that are pari passu with such Additional Notes as described in the

Offering Circular; provided, however, that, such Tax Advice will not be required with

respect to any Additional Notes that bear a different securities identifier from the Notes

of the same Class that are Outstanding at the time of the additional issuance;

(vi) the Additional Notes that are Secured Notes will be issued in a manner

that allows the Issuer to accurately provide the tax information relating to original issue

discount that this Indenture requires to be provided to the Holders and beneficial owners

of Secured Notes (including the Additional Notes that are Secured Notes); and

(vii) an Officer's certificate of the Issuer shall be delivered to the Trustee

stating that the conditions of this Section 2.4(a) have been satisfied.

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(b) The terms and conditions of any Additional Notes of an existing Class

shall be identical to those of the initial Notes of that Class (except that the interest due on the

Additional Notes that are Secured Notes shall accrue from the issue date of such Additional

Notes, the prices of such Additional Notes do not have to be identical to those of the initial Notes

of that Class and, other than with respect to additional Subordinated Notes, the interest rate of

such Additional Notes must be equal to or less than the interest rate of the applicable Class, in

each case, as determined by the Collateral Manager and as between any Pari Passu Classes, the

Collateral Manager may elect which of such Pari Passu Classes are issued as Additional Notes).

Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first

Payment Date following the issue date of such Additional Notes (if issued prior to the applicable

Record Date). The Additional Notes shall rank pari passu in all respects with the initial Notes of

that Class and the interest rate of any Additional Notes that are Floating Rate Notes shall be a

spread over the Benchmark.

discretion that the issuance of Additional Notes is required for compliance with any applicable

law, including the U.S. Risk Retention Rules, by the Collateral Manager and/or the Sponsor, any

Additional Notes of each Class issued as set forth above shall, to the extent reasonably

practicable, be offered first (i) in the case of Additional Notes that are Subordinated Notes or

junior in right of payment to the Secured Notes, to the Holders of the Subordinated Notes in

proportion to such Holders' interests in the Subordinated Notes and (ii) in the case of Additional

Notes of any existing Class of Secured Notes, to the Holders of that Class in such amounts as are

necessary to preserve their pro rata holdings of Notes of such Class.

(d) The Co-Issuers or the Issuer, as applicable, may also issue Additional

Notes in connection with a Refinancing of all Classes of Secured Notes, which issuance shall not

be subject to the conditions set forth above, but shall be subject only to the requirements for a

Refinancing set forth in Section 9.2.

Section 2.5 Execution, Authentication, Delivery and Dating. The Notes shall

be executed on behalf of each of the Applicable Issuers by one of their respective Authorized

Officers. The signature of such Authorized Officer on the Notes may be manual, electronic (as

contemplated by Section 14.12) or facsimile.

Notes bearing the manual, electronic or facsimile signatures of individuals who

were at any time the Authorized Officers of the Issuer or the Co-Issuer, as applicable, shall bind

the Issuer and the Co-Issuer, notwithstanding the fact that such individuals or any of them have

ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold

such offices at the date of issuance of such Notes.

At any time and from time to time after the execution and delivery of this

Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Applicable Issuers to

the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating

Agent, upon Issuer Order (which Issuer Order shall, in connection with a transfer of Notes

hereunder, be deemed to have been provided upon the delivery of an executed Note to the

-13-

Trustee), shall authenticate and deliver such Notes as provided in this Indenture and not

otherwise.

Each Note authenticated and delivered by the Trustee or the Authenticating Agent

upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes

that are authenticated 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 II, the original principal

amount of such Note shall be proportionately divided among the Notes delivered in exchange

therefor and shall be deemed to be the original aggregate principal amount (or original aggregate

face amount, as applicable) 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 Officers, and such certificate upon any

Note shall be conclusive evidence, and the only evidence, that such Note has been duly

authenticated and delivered hereunder.

Section 2.6 Registration, Registration of Transfer and Exchange. (a) The

Issuer shall cause to be kept a register (the "Register") at the Corporate Trust Office in which,

subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the

registration of Notes and the registration of transfers of Notes. The Trustee is hereby initially

appointed "Registrar" for the purpose of registering Notes and transfers of such Notes with

respect to the Register maintained in the United States as herein provided. Upon any resignation

or removal of the Registrar, the Issuer shall promptly appoint a successor. With respect to the

ERISA Restricted Notes held as Certificated Notes or held as Global Notes acquired from

Citigroup or the Issuer, as applicable, on the Closing Date or the First Refinancing Date, as

applicable, the Register will include a notation identifying each Purchaser that represented that it

is a Controlling Person or a Benefit Plan Investor; provided that the Registrar shall make such

notation based solely upon the information included in the Transfer Certificate from such

Purchaser and shall have no responsibility of any nature to confirm or obtain such information.

If a Person other than the Trustee is appointed by the Issuer as Registrar, the

Issuer shall give the Trustee prompt written notice of the appointment of a Registrar and of the

location, and any change in the location, of the Register, and the Trustee shall have the right to

inspect the 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 Registrar by an Officer thereof

as to the names and addresses of the Holders of the Notes and the principal or face amounts and

numbers of such Notes. Upon request at any time the Registrar shall provide to the Issuer, the

Collateral Manager, Citigroup, the Refinancing Placement Agent or any Holder a current list of

-14-

Holders (and their holdings) as reflected in the Register, and at the Issuer's expense, a list of

participants in DTC holding positions in the Notes.

Subject to this Section 2.6, upon surrender for registration of transfer of any

Notes at the office or agency of the Co-Issuers to be maintained as provided in Section 7.2

, the

Applicable Issuers 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 any time, the Issuer, the Collateral

Manager, the Initial Majority Subordinated Noteholder or

, Citigroup, or the Refinancing

Placement Agent may request a list of Holders from the Trustee and the Trustee shall provide

such a list of Holders to the extent such information is available to the Trustee.

At the option of the Holder, Notes may be exchanged for Notes of like terms, in

any Authorized Denominations and of like aggregate principal or face amount, upon surrender of

the interest in Notes to be exchanged at such office or agency. Whenever any Note is

surrendered for exchange, the Applicable Issuers shall execute, and the Trustee shall authenticate

and deliver, the Notes that the Holder making the exchange is entitled to receive.

All Notes issued and authenticated upon any registration of transfer or exchange

of Notes shall be the valid obligations of the Issuer and, solely in the case of the Co-Issued

Notes, the Co-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 Certificated 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 Registrar duly executed by the Holder thereof or its attorney duly authorized

in writing with such signature guaranteed by an "eligible guarantor institution" meeting the

requirements of the Registrar, which such requirements include membership in the Securities

Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as

may be determined by the Registrar in addition to, or in substitution for, STAMP, all in

accordance with the Exchange Act.

No service charge shall be made to a Holder for any registration of transfer or

exchange of Notes, but the Trustee may require payment of a sum sufficient to cover any tax or

other governmental charge payable in connection therewith. The Trustee shall be permitted to

request such evidence reasonably satisfactory to it documenting the identity and/or signature of

the transferor and the transferee.

(b) No Note may be sold or transferred (including, without limitation, by

pledge or hypothecation) unless such sale or transfer is exempt from the registration

requirements of the Securities Act, is exempt from the registration requirements under applicable

state securities laws and will not cause either of the Co-Issuers to become subject to the

requirement that it register as an investment company under the Investment Company Act.

the Initial Purchaser or the Refinancing Placement Agent at any time or (ii) otherwise until 40

-15-

days after the Closing Date within the United States to, or for the benefit of, "U.S. persons" (as

defined in Regulation S) except in accordance with Rule 144A or an exemption from the

registration requirements of the Securities Act, to Persons purchasing for their own account or

for the accounts of one or more Qualified Institutional Buyers for which the purchaser is acting

as a fiduciary or agent. The Notes may be sold or resold, as the case may be, in offshore

transactions to non "U.S. persons" (as defined in Regulation S) in reliance on Regulation S. No

Rule 144A Global Note may at any time be held by or on behalf of any Person that is not a

QIB/QP, and no Regulation S Global Note may be held at any time by or on behalf of any U.S.

person. None of the Co IssuersCo-Issuers, the Trustee or any other Person may register the

Notes under the Securities Act or any state securities laws or the applicable laws of any other

jurisdiction.

(d) (i) No transfer of an interest in any ERISA Restricted Note to a

proposed transferee will be effective, and the Trustee, the Registrar, and the Applicable Issuer

will not recognize any such transfer, if such transfer would result in Benefit Plan Investors

owning or holding the Aggregate Outstanding Amount of any Class of ERISA Restricted Notes

in excess of the 25% Threshold, assuming for this purpose, that all the representations made (or,

in the case of Global Notes, deemed to be made) by Holders of such Notes are true. For

purposes of determining whether the 25% Threshold has been exceeded, (x) the investment by a

Plan Asset Entity shall be treated as plan assets only to the extent of the percentage of its equity

interests held by Benefit Plan Investors and (y) any ERISA Restricted Note held by a Controlling

Person shall be excluded and treated as not being Outstanding. With respect to any interest in an

ERISA Restricted Note that is purchased by a Controlling Person on the Closing Date or the

First Refinancing Date, as applicable, and represented by a Global Note, if such Controlling

Person notifies the Trustee that all or a portion of its interest in such Global Note has been

transferred under this Section 2.6 to a transferee that is not a Controlling Person, such transferred

interest will no longer be excluded for the calculation of this clause (d)(i).

(ii) No acquisition or transfer of a beneficial interest in a Note will be

effective, and the Trustee and the Applicable Issuer will not recognize any such acquisition or

transfer, if the acquisition, holding and disposition of such interest would constitute or result: (i)

in the case of a Benefit Plan Investor, in a non-exempt prohibited transaction under Section 406

of ERISA or Section 4975 of the Code or (ii) in the case of a governmental, church, non-U.S. or

other plan which is subject to any Similar Law, in a non-exempt violation of any Similar Law or

(iii) in the case of ERISA Restricted Notes, if it is any such plan subject to Similar Law, in the

occurrence of a Similar Law Look-Through.

(e) Notwithstanding anything contained herein to the contrary, the Trustee

will not be responsible for ascertaining whether any transfer complies with, or for otherwise

monitoring or determining compliance with, the registration provisions of or any exemptions

from the Securities Act, applicable state securities laws or the applicable laws of any other

jurisdiction, ERISA, the Code or the Investment Company Act; provided that if a Transfer

Certificate is specifically required by the terms of this Section 2.6 to be provided to the Trustee,

the Trustee shall be under a duty to receive and examine the same to determine whether or not

the certificate substantially conforms on its face to the applicable requirements of this Indenture

and shall promptly notify the party delivering the same if such certificate does not comply with

such terms. Notwithstanding anything in this Indenture to the contrary, the Trustee shall not be

-16-

required to obtain any certificate specifically required by the terms of this Section 2.6 if the

Trustee is not notified of or in a position to know of any transfer requiring such a certificate to be

presented by the proposed transferee or transferor. Notwithstanding the foregoing, the Trustee,

relying solely on representations made or deemed to have been made by Holders of an interest in

an ERISA Restricted Note, shall not recognize any transfer of an interest in an ERISA Restricted

Note if such transfer would result in Benefit Plan Investors owning or holding an interest in

excess of the 25% Threshold for any Class of ERISA Restricted Notes, assuming, for this

purpose, that all the representations made (or, in the case of Global Notes, deemed to be made)

by holders of such Notes are true.

(f) So long as a Global Note remains Outstanding and is held by or on behalf

of DTC, transfers of such Global Note, in whole or in part, shall only be made in accordance

with this Section 2.6(f).

(i) Subject to clauses (ii) and (iii) of this Section 2.6(f), transfers of a Global

Note shall be limited to transfers of such Global Note in whole, but not in part, to

nominees of DTC or to a successor of DTC or such successor's nominee.

(ii) Notes Represented by Rule 144A Global Note or Certificated Note to

Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note

deposited with DTC or a Holder of a Certificated Note wishes at any time to exchange its

interest in such Rule 144A Global Note or Certificated Note for an interest in the

corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A

Global Note or Certificated Note to a Person who wishes to take delivery thereof in the

form of an interest in the corresponding Regulation S Global Note, such holder, provided

such holder or, in the case of a transfer, the transferee is not a U.S. person and is

acquiring such interest in an offshore transaction, may, subject to the immediately

succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause

the exchange or transfer of, such interest for an equivalent beneficial interest in the

corresponding Regulation S Global Note. Upon receipt by the Registrar of

(A) instructions given in accordance with DTC's procedures from an Agent Member

directing the Registrar to credit or cause to be credited a beneficial interest in the

corresponding Regulation S Global Note, but not less than the Authorized Denomination

applicable to such holder's Secured Notes, in an amount equal to the beneficial interest in

the Rule 144A Global Note or Certificated Note to be exchanged or transferred, and in

the case of a transfer of Certificated Notes, such Holder's Certificated Notes properly

endorsed for assignment to the transferee, (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) in the case of

a transfer of Certificated Notes, a Holder's Certificated Note properly endorsed for

assignment to the transferee and (D) a Transfer 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 Rule 144A Global Notes or the Certificated 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, then the Registrar shall implement the

-17-

Global Note Procedures with respect to the applicable Global Note and, if applicable,

cancel the Certificated Notes.

(iii) Regulation S Global Note to Rule 144A Global Note or Certificated Note.

If a holder of a beneficial interest in a Regulation S Global Note deposited with DTC

wishes at any time to exchange its interest in such Regulation S Global Note for an

interest in the corresponding Rule 144A Global Note or for a Certificated Note or to

transfer its interest in such Regulation S Global Note to a Person who wishes to take

delivery thereof in the form of an interest in the corresponding Rule 144A Global Note or

for a Certificated Note, such holder may, subject to the immediately succeeding sentence

and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be,

exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent

beneficial interest in the corresponding Rule 144A Global Note or for a Certificated

Note. Upon receipt by the Registrar of (A) if the transferee is taking a beneficial interest

in a Note represented by a Rule 144A Global Note, instructions from Euroclear,

Clearstream and/or DTC, as the case may be, directing the Registrar to cause to be

credited a beneficial interest in the corresponding Rule 144A Global Note in an amount

equal to the beneficial interest in such Regulation S Global Note, but not less than the

Authorized 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 and a Transfer Certificate in the form of

Exhibit B2 attached hereto given by the holder of such beneficial interest and stating,

among other things, that, in the case of a transfer, the Person transferring such interest in

such Regulation S Global Note reasonably believes that the Person acquiring such

interest in a Rule 144A Global Note is a Qualified Institutional Buyer, 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 (B) if the transferee is taking a Certificated Note, a Transfer

Certificate in the form of Exhibit B3, then the Registrar shall implement the Global Note

Procedures with respect to the applicable Global Note and, if the transferee is taking an

interest in a Certificated Note, the Registrar will record the transfer in the Register and,

upon execution by the Applicable Issuers, authenticate and deliver one or more

Certificated Notes, as applicable, registered in the names specified in the instructions

described above, in principal amounts designated by the transferee (the aggregate of such

principal amounts being equal to the aggregate principal amount of the interest in the

Regulation S Global Note transferred by the transferor), and in Authorized

Denominations.

(iv) Certificated Note to Certificated Note. If a Holder of a Certificated Note

wishes at any time to exchange such Certificated Note for one or more Certificated Notes

or transfer such Certificated Note to a transferee who will take delivery thereof in the

form of a Certificated Note, such Holder may effect such exchange or transfer in

accordance with this Section 2.6(f)(iv). Upon receipt by the Registrar of (A) a Holder's

Certificated Note properly endorsed for assignment to the transferee, and (B) a Transfer

Certificate in the form of Exhibit B3, then the Registrar shall cancel such Certificated

Note in accordance with Section 2.10, record the transfer in the Register and, upon

execution by the Applicable Issuers, authenticate and deliver one or more Certificated

-18-

Notes bearing the same designation as the Certificated Note endorsed for transfer,

registered in the names specified in the assignment described in clause (A) above, in

principal amounts designated by the transferee (the aggregate of such principal amounts

being equal to the aggregate principal amount of the Certificated Note surrendered by the

transferor), and in Authorized Denominations.

(v) Notes Represented by Rule 144A Global Notes to Certificated Notes. If a

holder of a beneficial interest in a Note represented by a Rule 144A Global Note

deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global

Note for a Certificated Note or to transfer its interest in such Rule 144A Global Note to a

Person who will take delivery thereof in the form of a Certificated Note, such holder

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 a

Certificated Note. Upon receipt by the Registrar of (A) a Transfer Certificate

substantially in the form of Exhibit B3 and (B) appropriate instructions from DTC, if

required, the Registrar will implement the Global Note Procedures with respect to the

applicable Global Note and upon execution by the Applicable Issuers authenticate and

deliver one or more Certificated Notes, registered in the names specified in such

instructions from DTC, in principal amounts designated by the transferee (the aggregate

of such principal amounts being equal to the aggregate principal amount of the interest in

the Rule 144A Global Note transferred by the transferor), and in Authorized

Denominations.

(vi) Certificated Notes to Rule 144A Global Notes. If a holder of a

Certificated Note wishes at any time to exchange its interest in such Certificated Note for

a beneficial interest in a Rule 144A Global Note or to transfer such Certificated Note to a

Person who wishes to take delivery thereof in the form of a beneficial interest in a

Rule 144A Global Note, such holder 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 Certificated Note for a beneficial interest in a Rule 144A

Global Note. Upon receipt by the Registrar of (A) a Holder's Certificated Note properly

endorsed for assignment to the transferee; (B) a Transfer Certificate substantially in the

form of Exhibit B2; (C) instructions given in accordance with DTC's procedures from an

Agent Member to instruct DTC to cause to be credited a beneficial interest in the

Rule 144A Global Notes in an amount equal to the Certificated Notes to be transferred or

exchanged; and (D) a written order given in accordance with DTC's procedures

containing information regarding the participant's account of DTC to be credited with

such increase, the Registrar shall cancel such Certificated Note in accordance with

Section 2.10, record the transfer in the Register and will implement the Global Note

Procedures with respect to the Rule 144A Global Note.

(vii) Other Exchanges. In the event that a Global Note is exchanged for

Certificated Notes pursuant to Section 2.11, such Global Notes may be exchanged for

one another only in accordance with such procedures as are substantially consistent with

the provisions above (including certification requirements intended to ensure that such

transfers are made only to Holders who are Qualified Purchasers in transactions exempt

from registration under the Securities Act or are to persons who are not U.S. persons who

-19-

are non-U.S. residents (as determined for purposes of the Investment Company Act), and

otherwise comply with Regulation S under the Securities Act, as the case may be), and as

may be from time to time adopted by the Co-Issuers and the Trustee.

(viii) Such beneficial owner understands, represents and agrees as provided in

Section 2.14 of this Indenture.

(g) If Notes are issued upon the transfer, exchange or replacement of Notes

bearing the applicable legends set forth in the applicable part of Exhibit A hereto, and if a

request is made to remove such applicable legend on such Notes, the Notes so issued shall bear

such applicable legend, or such applicable legend shall not be removed, as the case may be,

unless there is delivered to the Trustee and the Applicable Issuers such satisfactory evidence,

which may include an Opinion of Counsel acceptable to them, as may be reasonably required by

the Applicable Issuers (and which shall by its terms permit reliance by the Trustee), to the effect

that neither such applicable legend nor the restrictions on transfer set forth therein are required to

ensure that transfers thereof comply with the provisions of the Securities Act, the Investment

Company Act, ERISA or the Code. Upon provision of such satisfactory evidence, the Trustee or

its Authenticating Agent, at the written direction of the Applicable Issuers shall, after due

execution by the Applicable Issuers authenticate and deliver Notes that do not bear such

applicable legend.

(h) Each Purchaser of a Certificated Note will be required or deemed to have

represented and agreed as follows (terms not otherwise defined in this Indenture that are used in

this subsection and are defined in Rule 144A or Regulation S are used as defined therein):

(i) The Purchaser (i) either (A) is not a U.S. person and is acquiring Notes in

reliance on the exemption from registration pursuant to Regulation S, (B) is a Qualified

Institutional Buyer and is acquiring such Notes in reliance on the exemption from

registration pursuant to Rule 144A or (C) is an Institutional Accredited Investor as

defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and, in

each case is acquiring such Certificated Notes subject to delivery of the written

certification in the form required by this Indenture to the effect that such transfer is being

made in a transaction that is exempt from, or otherwise not subject to, the registration

requirements of the Securities Act and in accordance with any applicable securities laws

of any state of the United States or any other jurisdiction, (ii) is acquiring Notes in an

Authorized Denomination for itself and each such account and (iii) is acquiring Notes for

its own account (and not for the account of any family or other trust, any family member

or any other person).

(ii) In the case of Notes purchased by a U.S. person, (i) the Purchaser (A) is a

Qualified Purchaser acquiring such Notes as principal for its own account (or for one or

more accounts each holder of which is a Qualified Purchaser and with respect to which

accounts the Purchaser has sole investment discretion), (B) the Purchaser is acquiring

such Notes for investment and not for sale in connection with any distribution thereof,

Purchaser is not a partnership, common trust fund or special trust, profit sharing, pension

fund or other retirement plan in which partners, beneficiaries or participants, as

-20-

applicable, may designate the particular investments to be made, (E) the Purchaser agrees

that it will not hold such Notes for the benefit of any other Person and will be the sole

beneficial owner thereof for all purposes and that, in accordance with the provisions

therefor in this Indenture, (F) it will not sell participation interests in such Notes or enter

into any other arrangement pursuant to which any other person will be entitled to a

beneficial interest in the distributions on such Notes and (G) such Notes purchased

directly or indirectly by it constitute an investment of no more than 40% of the

Purchaser's assets and (ii) if it would be an investment company but for the exclusions

from the Investment Company Act provided by Section 3(c)(1) or Section 3(c)(7)

thereof, (x) all of the beneficial owners of its outstanding securities (other than short-term

paper) that acquired such securities on or before April 30, 1996 ("pre-amendment

beneficial owners") have consented to its treatment as a "qualified purchaser" and (y) all

of the pre-amendment beneficial owners of a company that would be an investment

company but for the exclusions from the Investment Company Act provided by

Section 3(c)(1) or Section 3(c)(7) thereof and that directly or indirectly owned any of its

outstanding securities (other than short-term paper) have consented to its treatment as a

"qualified purchaser." The Purchaser understands and agrees that any purported transfer

of Notes to a Purchaser that does not comply with the requirements of this paragraph or

that would have the effect of causing either of the Co-Issuers or the pool of collateral to

be required to register as an investment company under the Investment Company Act

will be null and void ab initio.

(iii) The Purchaser has such knowledge and experience in financial and

business matters as to be capable of evaluating the merits and risks of its investment in

Notes, and the Purchaser is able to bear the economic risk of its investment.

(iv) The Purchaser understands that the Notes are being offered only in a

transaction not involving any public offering in the United States within the meaning of

the Securities Act, the Notes have not been and will not be registered under the Securities

Act, and, if in the future the Purchaser decides to offer, resell, pledge or otherwise

transfer any interest in the Notes, such Notes may be offered, resold, pledged or

otherwise transferred only in accordance with the legend on such Notes and the terms of

this Indenture. The Purchaser acknowledges that no representation is made by any

Transaction Party or any of their respective Affiliates as to the availability of any

exemption under the Securities Act or any other securities laws for resale of the Notes.

(v) The Purchaser agrees that it will not offer or sell, transfer, assign, or

otherwise dispose of any Notes or any interest therein except (i) pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the

Securities Act, any applicable state securities laws and the Applicable Law of any other

jurisdiction and (ii) in accordance with the provisions of this Indenture to which

provisions it agrees it is subject.

(vi) The Purchaser is not purchasing Notes with a view to the resale,

distribution or other disposition thereof in violation of the Securities Act.

-21-

(vii) The Purchaser understands that an investment in Notes involves certain

risks, including the risk of loss of all or a substantial part of its investment. The

Purchaser has had access to such financial and other information concerning any

Transaction Party, the Notes and the Assets as it deemed necessary or appropriate in

order to make an informed investment decision with respect to its purchase of Notes,

including an opportunity to ask questions of and request information from the Co-Issuers

and the Collateral Manager.

(viii) In connection with its purchase of Notes (i) none of the Transaction

Parties or any of their respective Affiliates is acting as a fiduciary or financial or

investment adviser for the Purchaser; (ii) the Purchaser is not relying (for purposes of

making any investment decision or otherwise) upon any advice, counsel or

representations (whether written or oral) of the Transaction Parties or any of their

respective Affiliates; (iii) none of the Transaction Parties or any of their respective

Affiliates has given to the Purchaser (directly or indirectly through any other Person) any

assurance, guarantee or representation whatsoever as to the expected or projected

success, profitability, return, performance, result, effect, consequence or benefit

(including legal, regulatory, tax, financial, accounting or otherwise) of the Notes or of

this Indenture or the documentation for such Notes; (iv) the Purchaser has consulted with

its own legal, regulatory, tax, business, independent investment, financial, and

accounting advisers to the extent it has deemed necessary, and it has made its own

investment decisions (including decisions regarding the suitability of any transaction

pursuant to the documentation for the Notes) based upon its own judgment and upon any

advice from such advisers as it has deemed necessary and not upon any view expressed

by the Transaction Parties or any of their respective Affiliates; (v) the Purchaser has

determined that the rates, prices or amounts and other terms of the purchase and sale of

such Notes reflect those in the relevant market for similar transactions; (vi) the Purchaser

is purchasing such Notes with a full understanding of all of the terms, conditions and

risks thereof (economic and otherwise), and it is capable of assuming and willing to

assume (financially and otherwise) those risks; (vii) the Purchaser understands that the

Notes are illiquid and it is prepared to hold the Notes until their maturity; and (viii) the

Purchaser is a sophisticated investor (provided that none of the representations under

sub-clauses (i) through (iv) is made with respect to the Collateral Manager by any

Affiliate of the Collateral Manager or any account for which the Collateral Manager or

its Affiliates act as investment adviser).

(ix) The Purchaser will not, at any time, offer to buy or offer to sell Notes by

any form of general solicitation or advertising, including, but not limited to, any

advertisement, article, notice or other communication published in any newspaper,

magazine or similar medium or broadcast over television or radio or seminar or meeting

whose attendees have been invited by general solicitations or advertising.

(x) The Purchaser understands and agrees that before any interest in a Note

may be offered, resold, pledged or otherwise transferred, the transferee (or the transferor,

as applicable) will be required to provide the Issuer and the Registrar with a Transfer

Certificate and such other certificates or information as they may reasonably require as to

-22-

compliance with the applicable transfer restrictions. Each Transfer Certificate with

respect to an ERISA Restricted Note will include an indemnity for the benefit of the

Co-Issuers, the Trustee, Registrar, Citigroup, the Refinancing Placement Agent and the

Collateral Manager and their respective Affiliates for breaches of the representations,

warranties or agreements made in the Transfer Certificate.

(xi) The Purchaser understands and agrees that (i) no transfer may be made

that would result in any person or entity holding beneficial ownership of any Notes in

less than an Authorized Denomination and (ii) no transfer of Notes that would have the

effect of requiring either of the Co-Issuers or the pool of collateral to register as an

investment company under the Investment Company Act will be permitted. In

connection with its purchase of Notes, the Purchaser has complied with all of the

provisions of this Indenture relating to such transfer.

(xii) The Purchaser agrees that it will provide the Issuer any certifications,

documents or information relating to taxes or the Tax Account Reporting Rules as

required under this Indenture (including Sections 2.8).

(xiii) The Purchaser understands that the Notes will bear the applicable legends

set forth in Exhibit A

unless the Co-Issuers determine (or in the case of the Issuer Only

Notes, the Issuer determines) otherwise in accordance with Applicable Law.

(xiv)

(A) In respect of the purchase of an interest in any ERISA Restricted

Notes, the Purchaser will represent in writing whether or not, for so long as it

holds an interest therein, (i) the funds that the Purchaser is using or will use to

purchase its interest in such Notes (and, if applicable, what percentage thereof)

are assets of a Benefit Plan Investor and (ii) the Purchaser is a Controlling Person.

The Purchaser acknowledges that the Registrar will not register any transfer of an

interest in an ERISA Restricted Note to a proposed transferee that has represented

that it is a Benefit Plan Investor or a Controlling Person if after giving effect to

such proposed acquisition, the Aggregate Outstanding Amount of the Class of

ERISA Restricted Note being acquired by Benefit Plan Investors will exceed the

25% Threshold, assuming, for this purpose, that all the representations made (or,

in the case of Global Notes, deemed to be made) by Holders of such Notes are

true.

(B) The Purchaser understands that interests in any ERISA Restricted

Notes represented by Global Notes may not at any time be held by or on behalf of

Benefit Plan Investors or Controlling Persons except for purchases of ERISA

Restricted Notes in the form of Global Notes by Benefit Plan Investors or

Controlling Persons on the Closing Date or the First Refinancing Date, as

applicable, with the consent of the Issuer.

Co-Issuers, the Trustee, Citigroup, the Refinancing Placement Agent and the

-23-

Collateral Manager and their respective Affiliates from any cost, damage or loss

incurred by them as a result of these representations being untrue. The Purchaser

understands that the representations made in this paragraph (xiv) will be deemed

made on each day from the date of acquisition by the Purchaser of an interest in

an ERISA Restricted Note through and including the date on which the Purchaser

disposes of such interest. The Purchaser agrees that if any of its representations

under this paragraph (xiv) become untrue (including, without limitation, any

percentage referred to in (xiv)(A)), it will immediately notify the Issuer and the

Trustee and take any other action as may be requested by them.

(xv) On each day the Purchaser holds such Notes, the Purchaser's acquisition,

holding and disposition of the Notes will not constitute or result: (i) in the case of a

Benefit Plan Investor, in a non-exempt prohibited transaction under Section 406 of

ERISA or Section 4975 of the Code or (ii) in the case of a governmental, church,

non-U.S. or other plan which is subject to any Similar Law, in a non-exempt violation of

any Similar Law or (iii) in the case of ERISA Restricted Notes, if it is any such plan

subject to Similar Law, in the occurrence of a Similar Law Look-Through. The Purchaser

understands that the representations made in this paragraph (xv) will be deemed made on

each day from the date of its acquisition through and including the date it disposes of its

interests in such Notes.

(xvi) Further, if the Purchaser is a Benefit Plan Investor, then the Purchaser

represents, warrants and agrees that (i) none of the Transaction Parties, nor any of their

affiliates, has provided any investment recommendation or investment advice within the

meaning of Section 3(21) of ERISA and regulations thereunder, on which the Purchaser,

or any fiduciary or other person investing the assets of the Benefit Plan Investor ("Plan

Fiduciary"), have relied as a primary basis in connection with its decision to invest in the

Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in

evaluating the investment in the Notes.

(xvii) The Purchaser will provide notice to each person to whom it proposes to

transfer any interest in Notes of the transfer restrictions and representations set forth in

Sections 2.5 and 2.6 of this Indenture including the exhibits referenced therein.

(xviii) The Purchaser understands and agrees that the Issuer has the right under

this Indenture to compel any Non-Permitted Holder to sell its interest in the Notes or may

sell such interest in the Notes on behalf of such Non-Permitted Holder and it will

reasonably cooperate with the Issuer and the Trustee to effect such sale, including by

providing the appropriate Transfer Certificate and in the case of a Global Note by

providing appropriate instructions through DTC.

(xix) The Purchaser is not a member of the public in the Cayman Islands.

(xx) The Purchaser understands that the Issuer is subject to anti-money

laundering legislation in the Cayman Islands and that, accordingly, the Issuer may

require a detailed verification of the identity of the Purchaser or any proposed transferee

thereof and the source of the payment used by the Purchaser or transferee for purchasing

-24-

such Notes. Each Purchaser or transferee will provide the Issuer or its agents with such

information and documentation that may be required for the Issuer to achieve AML

Compliance and shall update or replace such information or documentation, as necessary

(the "Holder AML Obligations

").

(xxi) The Purchaser agrees that the Issuer Only Notes will be limited recourse

obligations of the Issuer and the Co-Issued Notes will be limited recourse obligations of

the Co-Issuers, in each case payable solely from the Assets in accordance with the

Priority of Payments. The Purchaser agrees that it will not, prior to the date which is one

year (or, if longer, the applicable preference period then in effect) plus one day after the

payment in full of all Notes, institute against, or join any other Person in instituting

against, the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy,

reorganization, arrangement, insolvency, moratorium, winding-up or liquidation

Proceedings, or other Proceedings under Cayman Islands, U.S. federal or state

bankruptcy or similar laws of any jurisdiction. In addition, the Purchaser agrees to be

subject to the Bankruptcy Subordination Agreement.

(xxii) The Purchaser understands that the Issuer and the Collateral Manager, on

behalf of the Issuer, may receive a list of participants holding positions in the Notes from

one or more book entry depositories. With respect to a Certifying Person, the Trustee

will, upon request of the Collateral Manager, unless such Certifying Person instructs the

Trustee otherwise, share the identity of such Certifying Person with the Collateral

Manager. Upon the request of the Collateral Manager, the Trustee will request a list

from DTC of participants holding positions in the Notes and will provide such list to the

Collateral Manager.

(xxiii) The Purchaser acknowledges and agrees that (A) the express terms of the

Transaction Documents govern the rights of the Holders to direct the commencement of a

Proceeding against any Person and the Transaction Documents contain limitations on the

rights of the Holders to institute legal or other Proceedings against any Person, (B) it will

comply with the express terms of the applicable Transaction Documents if it seeks to

institute any such Proceeding, (C) the Transaction Documents do not impose any duty or

obligation on the Issuer or the Co-Issuer or their respective directors, officers,

shareholders, members or managers to institute on behalf of any Holder, or join any

Holder or any other person in instituting, any such Proceeding, including, without

limitation, any Proceeding against the Trustee, the Collateral Manager, the Collateral

Administrator or the Calculation Agent and (D) there are no implied rights under the

Transaction Documents to direct the commencement of any such Proceeding.

(xxiv) The Purchaser understands, represents and agrees as provided in Section

2.14 of this Indenture.

(xxv) The Purchaser acknowledges receipt of the Issuer's privacy notice (which

can be accessed at https://www.walkersglobal.com/external/SPVDPNotice.pdf and

provides information on the Issuer's use of personal data in accordance with the Cayman

Islands Data Protection Law, 2017Act (as amended) and, in respect of any EU data

subjects, the EU General Data Protection Regulation) and, if applicable, agrees to

-25-

promptly provide the privacy notice (or any updated version thereof as may be provided

from time to time) to each individual (such as any individual directors, shareholders,

beneficial owners, authorised signatories, trustees or others) whose personal data the

Purchaser provides to the Issuer or any of its affiliates or delegates including, but not

limited to, Walkers Fiduciary Limited in its capacity as administrator.

(i) [Reserved].

(j) [Reserved].

(k) Each Purchaser of a Rule 144A Global Note will be deemed to have

represented and agreed, in addition to the representations and agreements set forth in

Section 2.6(h), as follows (terms not otherwise defined in this Indenture that are used in this

subsection and are defined in Rule 144A or Regulation S are used as defined therein):

(i) The Purchaser is (A) a Qualified Institutional Buyer that is not a

broker-dealer that owns and invests on a discretionary basis less than $25 million in

securities of issuers that are not affiliated persons of the dealer and is not a plan referred

to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust fund referred to in

paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such plan, if investment

decisions with respect to the plan are made by beneficiaries of the plan, (B) aware that

the sale of Notes to it is being made in reliance on the exemption from registration

provided by Rule 144A, (C) acquiring such Notes for its own account or for one or more

accounts, each holder of which is a Qualified Institutional Buyer and as to each of which

accounts the Purchaser exercises sole investment discretion and (D) acquiring such Notes

in an Authorized Denomination.

(ii) The Purchaser is a Qualified Purchaser and a Qualified Institutional Buyer

acquiring such Notes as principal for its own account (or for one or more accounts, each

holder of which is a Qualified Institutional Buyer and a Qualified Purchaser as to each of

which accounts the Purchaser exercises sole investment discretion) for investment and

not for sale in connection with any distribution thereof, the Purchaser was not formed

solely for the purpose of investing in the Notes and is not a (A) partnership, (B) common

trust fund, (C) special trust or (D) pension, profit sharing or other retirement trust fund or

plan in which partners, beneficiaries or participants, as applicable, may designate the

particular investments to be made, and the Purchaser agrees that it will not hold such

Notes for the benefit of any other Person and will be the sole beneficial owner thereof for

all purposes and that except as expressly provided herein, it will not sell participation

interests in such Notes or enter into any other arrangement pursuant to which any other

person will be entitled to a beneficial interest in the distributions on such Notes and

further that such Notes purchased directly or indirectly by it constitute an investment of

no more than 40% of the Purchaser's assets. The Purchaser understands and agrees that

any purported transfer of Notes to a person that does not comply with the requirements of

this paragraph or that would have the effect of causing either of the Co-Issuers or the

pool of collateral to be required to register as an investment company under the

Investment Company Act shall be null and void ab initio.

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(iii) The Purchaser understands that interests in Rule 144A Global Notes may

not at any time be held by or on behalf of a Person that is not a Qualified Institutional

Buyer and a Qualified Purchaser. Before any interest in a Rule 144A Global Note may

be offered, resold, pledged or otherwise transferred to a person who takes delivery in the

form of an interest in a Regulation S Global Note or a Certificated Note, the transferor

(or the transferee, as applicable) will be required to provide the Registrar with a Transfer

Certificate as to compliance with the transfer restrictions set forth in Section 2.5 and

Section 2.6.

(iv) With respect to the purchase of ERISA Restricted Notes in the form of

Global Notes, for so long as it holds a beneficial interest in such Notes, the Purchaser is

not a Benefit Plan Investor or a Controlling Person except with respect to purchases by

Benefit Plan Investors and Controlling Persons of ERISA Restricted Notes on the

Closing Date or the First Refinancing Date, as applicable, with the consent of the Issuer.

The Purchaser understands that interests in any ERISA Restricted Notes represented by

Global Notes may not at any time be held by or on behalf of Benefit Plan Investors or

Controlling Persons except for purchases of ERISA Restricted Notes in the form of

Global Notes by Benefit Plan Investors and Controlling Persons from the Initial

Purchaser or the Issuer on the Closing Date or the First Refinancing Date, as applicable,

with the consent of the Issuer. The Purchaser understands that the representations made

in this paragraph (iv) will be deemed to be made on each day from the date of its

acquisition through and including the date on which it disposes of such Notes.

(l) Each Purchaser of a Regulations S Global Note will be deemed to have

represented and agreed, in addition to the representations and agreements set forth in

Section 2.6(h), as follows (terms not otherwise defined in this Indenture that are used in this

subsection and are defined in Rule 144A or Regulation S are used as defined therein):

(i) The Purchaser is not, and will not be, a U.S. person or a U.S. resident for

purposes of the Investment Company Act, and its purchase of Notes will comply with all

Applicable Law in any jurisdiction in which it resides or is located and is in an

Authorized Denomination. The Purchaser is aware that the sale of Notes to it is being

made in reliance on the exemption from registration under the Securities Act provided by

Regulation S.

(ii) The Purchaser understands that Notes offered in reliance on Regulation S

may not at any time be held by or on behalf of U.S. persons. Before any interest in a

Regulation S Global Note may be offered, resold, pledged or otherwise transferred to a

person who takes delivery in the form of an interest in a Rule 144A Global Note or a

Certificated Note, the transferor (or the transferee, as applicable) will be required to

provide the Registrar with a Transfer Certificate as to compliance with the transfer

restrictions set forth in Section 2.5 and Section 2.6.

(iii) With respect to the purchase of ERISA Restricted Notes in the form of

Global Notes, for so long as it holds a beneficial interest in such Notes, the Purchaser is

not a Benefit Plan Investor or Controlling Person except with respect to purchases of

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ERISA Restricted Notes by Benefit Plan Investors and Controlling Persons on the

Closing Date or the First Refinancing Date, as applicable, with the consent of the Issuer.

The Purchaser understands that interests in any ERISA Restricted Notes represented by

Global Notes may not at any time be held by or on behalf of Benefit Plan Investors or

Controlling Persons except for purchases of ERISA Restricted Notes in the form of

Global Notes by Benefit Plan Investors and Controlling Persons from the Initial

Purchaser or the Issuer on the Closing Date or the First Refinancing Date, as applicable,

with the consent of the Issuer. The Purchaser understands that the representations made

in this paragraph (iii) will be deemed to be made on each day from the date of its

acquisition through and including the date on which it disposes of such Notes.

(m) The Trustee and the Issuer shall be entitled to conclusively rely on any

Transfer Certificate delivered pursuant to this Section 2.6 and shall be able to presume

conclusively the continuing accuracy thereof, in each case without further inquiry or

investigation.

Section 2.7 Mutilated, Defaced, Destroyed, Lost or Stolen Note. If (a) any

mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the

Applicable Issuers, 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

Applicable Issuers, the Trustee and such Transfer Agent, and any agent of the Applicable

Issuers, the Trustee and such Transfer Agent, such security or indemnity as may be required by

them to hold each of them harmless, then, in the absence of notice to the Applicable Issuers, the

Trustee or such Transfer Agent that such Note has been acquired by a Protected Purchaser, the

Applicable Issuers shall execute and, upon Issuer Order (which will be deemed to have been

given upon delivery to the Trustee of a Note signed by the Applicable Issuers), the Trustee shall

authenticate and deliver, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a

new Note, of like tenor (including the same date of issuance) and equal principal or face amount,

registered in the same manner, dated the date of its authentication, bearing interest from the date

to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note and

bearing a number not contemporaneously outstanding.

If, after delivery of such new Note, a Protected Purchaser of the predecessor Note

presents for payment, transfer or exchange such predecessor Note, the Applicable Issuers, 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 Applicable Issuers, 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 Applicable Issuers in their discretion may, instead of issuing a new Note

pay such Note without requiring surrender thereof except that any mutilated or defaced Note

shall be surrendered.

Upon the issuance of any new Note under this Section 2.7, the Applicable Issuers,

the Trustee or the applicable Transfer Agent 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

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thereto and any other expenses (including the fees and expenses of the Trustee) connected

therewith.

Every new Note issued pursuant to this Section 2.7 in lieu of any mutilated,

defaced, destroyed, lost or stolen Note shall constitute an original additional contractual

obligation of the Applicable Issuers and such new Note shall be entitled, subject to the second

paragraph of this Section 2.7 to all the benefits of this Indenture equally and proportionately with

any and all other Notes of the same Class duly issued hereunder.

The provisions of this Section 2.7 are exclusive and shall preclude (to the extent

lawful) all other rights and remedies with respect to the replacement or payment of mutilated,

defaced, destroyed, lost or stolen Notes.

Section 2.8 Payment of Principal and Interest and Other Amounts; Principal

and Interest Rights Preserved. (a) The Secured Notes of each Class shall accrue interest during

each Interest Accrual Period at the applicable Note Interest Rate and such interest shall be

payable quarterly in arrears on each Payment Date on the(or pursuant to Section 11.1(g), on the

Interim Payment Date) on the Aggregate Outstanding Amount thereof on the first day of the

related Interest Accrual Period (after giving effect to payments of principal thereof on such date)

in accordance with the Priority of Payments. Except as expressly provided in Article IX of the

Priority of Payments, payment of interest on each Class of Secured Notes (and payments on the

Subordinated Notes) shall be subordinated to the payments of interest on the related Priority

Classes. So long as any Priority Class is Outstanding with respect to any Class of Deferred

Interest Notes, any payment of interest due on such Class of Deferred Interest Notes which is not

available to be paid ("Deferred Interest" with respect thereto) in accordance with the Priority of

Payments on any Payment Date shall not be considered "due and payable" for the purposes of

Section 5.1(a) (and the failure to pay such interest shall not be an Event of Default) until the

earliest of the Payment Date (i) on which funds are available for such purpose in accordance

with the Priority of Payments, (ii) which is a Redemption Date with respect to such Class of

Deferred Interest Notes or (iii) which is the Stated Maturity with respect to such Class of

Deferred Interest Notes. Interest shall cease to accrue on each Secured Note, or in the case of a

partial repayment, on such part, from the date of repayment or the respective Stated Maturity

unless payment of principal is improperly withheld or unless default is otherwise made with

respect to such payments of principal. To the extent lawful and enforceable, (x) interest on

Deferred Interest with respect to any Class of Deferred Interest Notes shall not be considered

"due and payable" (and the failure to pay such interest shall not be an Event of Default)

hereunder and shall accrue at the Note Interest Rate for such Class until paid as provided herein

and (y) interest on the interest on any Senior Notes or, if no Senior Notes are Outstanding, the

Secured Notes of the Controlling Class that is not paid when due shall accrue at the Note Interest

Rate for such Class until paid as provided herein.

Distributions on the Subordinated Notes that are not available to be paid on a

Payment Date in accordance with the Priority of Payments shall not be "due or payable" on such

Payment Date or any date thereafter.

(b) The principal of each Secured Note of each Class matures at par and is

due and payable on the Payment Date which is the Stated Maturity for such Class of Secured

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Notes, unless the unpaid principal of such Secured Note becomes due and payable at an earlier

date by acceleration, redemption or otherwise. Prior to the Stated Maturity, principal shall be

paid on each Secured Note as provided in the Priority of Payments. Notwithstanding the

foregoing, except as otherwise provided in Article IX

and the Priority of Payments, the payment

of principal of each Class of Secured Notes (and payments of principal amounts on the

Subordinated Notes) (x) may only occur (other than amounts constituting Deferred Interest

thereon which shall be payable from Interest Proceeds pursuant to the Priority of Interest

Proceeds) after each Priority Class with respect to such Class is no longer Outstanding and (y) is

subordinated to the payment on each Payment Date of the principal and interest due and payable

on each Priority Class and other amounts in accordance with the Priority of Payments. Any

payment of principal of any Class of Secured Notes which is not paid, in accordance with the

Priority of Payments, on any Payment Date (other than the Payment Date which is the Stated

Maturity of such Class or a Redemption Date with respect to such Class), shall not be considered

"due and payable" for purposes of Section 5.1(a)

until the earliest Payment Date on which funds

are available for such purpose in accordance with the Priority of Payments or each Priority Class

with respect to such Class is no longer Outstanding.

Each Subordinated Note will mature on the Payment Date which is the Stated

Maturity for such Class and the principal amount, if any, will be due and payable on such

Payment Date unless such Subordinated Note is redeemed prior thereto. Prior to the Stated

Maturity, principal shall be paid on each Subordinated Note as provided in the Priority of

Payments. Any payment of principal amounts on the Subordinated Notes (x) may only occur

after each Priority Class is no longer Outstanding and (y) is subordinated to the payment on each

Payment Date of the principal and interest due and payable on each Priority Class and other

amounts in accordance with the Priority of Payments.

Principal payments on the Notes shall be made in accordance with the Priority of

Payments and Article IX.

withholding tax or back-up withholding tax, the Paying Agent shall require certification

acceptable to it to enable each of the Issuer, the Co-Issuer, the Trustee and any Paying Agent to

determine its duties and liabilities with respect to any taxes or other charges that it may be

required to deduct or withhold from any payment in respect of such Note under any present or

future law or regulation of the United States and any other applicable jurisdiction, or any present

or future law or regulation of any political subdivision thereof or taxing authority therein or to

comply with any reporting or other requirement under any such law or regulation.

(d) Payments in respect of Notes shall be made by the Trustee or by a Paying

Agent in United States dollars to DTC or its designee with respect to a Global Note and to the

Holder or its nominee with respect to a Certificated Note, by wire transfer, as directed by the

Holder, in immediately available funds to a United States dollar account, as the case may be,

maintained by DTC or its nominee with respect to a Global Note, and to the Holder or its

designee with respect to a Certificated Note; provided that, in the case of a Certificated Note, the

Holder thereof shall have provided written wiring instructions to the Trustee or the applicable

Paying Agent, no later than the related Record Date; and provided, further, that, if appropriate

instructions for any such wire transfer are not received by the related Record Date, then such

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payment shall be made by check drawn on a U.S. bank mailed to the address of the Holder

specified in the Register. Upon final payment due on the Maturity of Certificated Notes, the

Holder thereof shall present and surrender such Certificated Notes at the Corporate Trust Office

of the Trustee on or prior to such Maturity; provided

, however, that, if the Trustee and the

Applicable Issuers shall have been furnished such security or indemnity as may be required by

them to save each of them harmless and an undertaking thereafter to surrender such certificate,

then, in the absence of notice to the Applicable Issuers or the Trustee that the applicable Notes

has been acquired by a bona fide purchaser, such final payment shall be made without

presentation or surrender. None of the Co-Issuers, the Trustee, the Collateral Manager, or any

Paying Agent shall have any responsibility or liability for any aspects of the records maintained

by DTC, Euroclear, Clearstream or any of the Agent Members relating to or for payments made

thereby on account of beneficial interests in a Global Note or for maintaining or reviewing any

records relating to beneficial ownership interests. In the case where any final payment is to be

made on any Notes (other than on the Stated Maturity thereof), the Trustee, in the name and at

the expense of the Applicable Issuers shall, not more than 30 nor less than 10 days prior to the

date on which such payment is to be made, provide to the Holders of that Class a notice which

shall specify the date on which such payment shall be made, the amount of such payment per

U.S.$1,000 original principal amount of Secured Notes, original principal amount of

Subordinated Notes and the place where Certificated Notes may be presented and surrendered

for such payment.

(e) Payments of principal to Holders of the Secured Notes of each Class shall

be made in the proportion that the Aggregate Outstanding Amount of the Notes of such Class

registered in the name of each such Holder on the applicable Record Date bears to the Aggregate

Outstanding Amount of all Notes of such Class on such Record Date. Payments to the Holders

of the Subordinated Notes from Interest Proceeds and Principal Proceeds shall be made in the

proportion that the Aggregate Outstanding Amount of the Subordinated Notes registered in the

name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding

Amount of all Subordinated Notes on such Record Date.

(f) Interest accrued with respect to each Class of Floating Rate Notes shall be

calculated on the basis of the actual number of days elapsed in the applicable Interest Accrual

Period (or for the first Interest Accrual Period, the related portion thereof) divided by 360.

Interest accrued with respect to any Fixed Rate Note shall be calculated on the basis of a

360-day year consisting of twelve 30-day months; provided that if a redemption occurs on a

Business Day that would not otherwise be a Payment Date, interest on such Fixed Rate Notes

shall be calculated on the basis of the actual number of days elapsed in the applicable Interest

Accrual Period divided by 360.

(g) All reductions in the principal amount of a Note (or one or more

predecessor Notes) effected by payments of installments of principal made on any Payment Date

or Redemption Date shall be binding upon all future Holders of such Note and of any Note

issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether

or not such payment is noted on such Note.

(h) Notwithstanding any other provision of this Indenture, the obligations of

each Applicable Issuer under the Notes and this Indenture from time to time and ant any time are

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limited recourse obligations of such Applicable Issuer, payable solely from the Assets available

at such time in accordance with the Priority of Payments and following realization of the Assets,

and application of the proceeds thereof in accordance with this Indenture, all obligations of and

any remaining claims against the Co-Issuers hereunder or in connection herewith after such

realization shall be extinguished and shall not thereafter revive. No recourse shall be had against

any Transaction Party (other than the Applicable Issuers) or any Officer, director, employee,

shareholder, agent, partner, member, incorporator, Affiliate, Related Entity (solely with respect

to the Collateral Manager), successor or assign of the Applicable Issuers or any other

Transaction Party for any amounts payable under the Notes or this Indenture. It is understood

that the foregoing provisions of this Section 2.8(h) shall not (x) prevent recourse to the Assets in

the manner provided in this Indenture for the sums due or to become due under any security,

instrument or agreement that is part of the Assets or (y) constitute a waiver, release or discharge

of any indebtedness or obligation (1) evidenced by the Notes to the extent they evidence debt or

(2) secured by this Indenture until such Assets have been realized and proceeds distributed in

accordance with the Priority of Payments, whereupon any outstanding indebtedness or obligation

shall be extinguished. It is further understood that the foregoing provisions of this Section 2.8(h)

shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in

any Proceeding or in the exercise of any other remedy under the Notes or this Indenture, so long

as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked

for or (if obtained) enforced against any such Person or entity.

(i) Subject to the foregoing provisions of this Section 2.8, each Note

delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu of

any other Note shall carry the rights of unpaid interest and principal (or other applicable amount)

that were carried by such other Note.

Section 2.9 Persons Deemed Owners. The Issuer, the Co-Issuer, the Trustee,

and any agent of the Co-Issuers or the Trustee shall (absent manifest error) treat as the owner of

any Note the Person in whose name such Note is registered on the Register on the applicable

Record Date for the purpose of receiving payments on such Note and on any other date for all

other purposes whatsoever (whether or not such payment is overdue), and neither the Issuer, the

Co-Issuers nor the Trustee nor any agent of the Issuer, the Co-Issuers or the Trustee shall be

affected by notice to the contrary.

Section 2.10 Purchase and Surrender of Notes; Cancellation. (a) During the

Reinvestment Period, the Issuer may apply (w) all or a portion of the Supplemental Reserve

Amount (at the direction of the Collateral Manager), (x) Contributions accepted and received

into the Contribution Account (at the direction of the Collateral Manager in its sole discretion

(on behalf of the Issuer)), (y) as determined by the Collateral Manager, amounts in respect of

Management Fees waived by the Collateral Manager in accordance with the Collateral

Management Agreement or (z) Additional Junior Notes Proceeds, in order to acquire Secured

Notes or beneficial interests therein of the Class designated by the Collateral Manager (in its sole

discretion) through a tender offer, in the open market or in privately negotiated transactions (in

each case, subject to Applicable Law) (any such Secured Notes, the "Repurchased Notes"). The

Issuer shall prepare a written notice of the intended acquisition by the Issuer of any targeted

Repurchased Notes and shall direct the Trustee to deliver (on behalf of the Issuer) such written

notice to the Rating Agencies and the Holders of the related Class of targeted Repurchased Notes

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at least seven Business Days' prior to the Issuer's acquisition of any Repurchased Notes. Any

Repurchased Notes shall be submitted to the Trustee for cancellation.

The Issuer shall provide notice to the Co-Issuer and to the Trustee of any

Surrendered Notes tendered to it and the Trustee shall provide notice to the Applicable Issuers of

any Surrendered Notes tendered to it. Any such Surrendered Notes shall be submitted to the

Trustee for cancellation. The Trustee shall provide notice to each Rating Agency of all such

cancelled Surrendered Notes, any Repurchased Notes and Notes surrendered for payment.

(b) All Repurchased Notes, Surrendered Notes and Notes that are surrendered

for payment, registration of transfer, exchange or redemption, or are deemed lost or stolen, shall

be promptly cancelled by the Trustee and may not be reissued or resold; provided that

Repurchased Notes and Surrendered Notes shall continue to be treated as Outstanding to the

extent provided in the definition of "Outstanding." Any such Notes shall, if surrendered to any

Person other than the Trustee, be delivered to the Trustee. No Notes shall be authenticated in

lieu of or in exchange for any Notes cancelled as provided in this Section 2.10, except as

expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be

destroyed by the Trustee in accordance with its standard policy, unless the Co-Issuers shall

direct by an Issuer Order received prior to destruction that they be returned to it.

that (i) such purchases of Notes will occur in the sequential order of priority set out in the Note

Payment Sequence, beginning with the highest Priority Class and (ii) each Coverage Test is

satisfied immediately prior to each such purchase and will be satisfied after giving effect to each

such purchase.

(d) In connection with any purchase of Notes pursuant to this Section 2.10,

the Issuer, or the Collateral Manager on its behalf, may by Issuer Order provide direction to the

Trustee to take actions it deems necessary to give effect to the other provisions of this Indenture

that may be affected by such purchase of Notes; provided that no such direction may conflict

with any express provision of this Indenture.

Section 2.11 Depository Not Available. (a) A Global Note deposited with DTC

pursuant to Section 2.2 shall be transferred in the form of a Certificated Note to the beneficial

owners thereof only if such transfer complies with Section 2.6 and either (i) DTC notifies the

Co-Issuers that it is unwilling or unable to continue as depository for such Global Note or (ii) at

any time DTC ceases to be a Clearing Agency registered under the Exchange Act and, in each

case, a successor depository is not appointed by the Co-Issuers within 90 days after such notice.

In addition, the owner of a beneficial interest in a Global Note shall be entitled to receive a

Certificated Note in exchange for such interest if such exchange complies with Section 2.6 and

an Event of Default has occurred and is continuing.

(b) Any Global Note that is transferable in the form of a Certificated Note to

the beneficial owners thereof pursuant to this Section 2.11 shall be surrendered by DTC to the

Trustee's designated office located in the United States to be so transferred, in whole or from

time to time in part, without charge, and the Applicable Issuers shall execute and the Trustee

shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal

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aggregate principal amount of definitive physical certificates (pursuant to the instructions of

DTC) in Authorized Denominations. Any Certificated Note delivered in exchange for an

interest in a Global Note shall be in registered form and, except as otherwise provided by

Section 2.6

, bear the legends set forth in the applicable Exhibit A and shall be subject to the

transfer restrictions referred to in such legends.

, the Holder

of a Global Note may grant proxies and otherwise authorize any Person, including Agent

Members and Persons that may hold interests through Agent Members, to take any action which

a Holder is entitled to take under this Indenture or the Notes.

(d) In the event of the occurrence of any of the events specified in subsection

(a) of this Section 2.11, the Co-Issuers shall promptly make available to the Trustee a reasonable

supply of Certificated Notes in definitive, fully registered form without interest coupons.

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 Section 2.11(a), the Issuer

expressly acknowledges that the beneficial owners shall be entitled to pursue any remedy that

the Holder of a Global Note would be entitled to pursue in accordance with Article V of this

Indenture (but only to the extent of such beneficial owner's interest in the Global Note) as if

Certificated Notes had been issued.

Section 2.12 Notes Beneficially Owned by Non-Permitted Holders or in

Violation of ERISA Representations. (a) Notwithstanding anything to the contrary elsewhere in

this Indenture, (x) any transfer of a beneficial interest in any Note to a Non-Permitted Holder

shall be null and void and any such purported transfer of which the Issuer or the Co-Issuer shall

have received written notice or a Trust Officer of the Trustee shall have actual knowledge may

be disregarded by the Issuer, the Co-Issuer and the Trustee for all purposes.

(b) If any Non-Permitted Holder shall become the beneficial owner of an

interest in any Note, the Issuer shall, promptly after discovery that such person is a

Non-Permitted Holder by the Issuer, the Co-Issuer or the Trustee (and notice to the Issuer by the

Trustee if a Trust Officer of the Trustee obtains actual knowledge or by the Co-Issuer if it makes

the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted

Holder transfer its interest in the Notes held by such person to a Person that is not a

Non-Permitted Holder within 10 days of the date of such notice. If such Non-Permitted Holder

fails to so transfer such Notes, the Issuer shall have the right, without further notice to the

Non-Permitted Holder, to sell such Notes or interest in such Notes to a purchaser selected by the

Issuer that is a not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer,

or the Collateral Manager (on its own or acting through an investment bank selected by the

Collateral Manager at the Issuer's expense) acting on behalf of the Issuer, may select the

purchaser by soliciting one or more bids from one or more brokers or other market professionals

that regularly deal in securities similar to the Notes, and selling such Notes to the highest such

bidder. However, the Issuer may select a purchaser by any other means determined by it in its

sole discretion. The Holder of each Note, the Non-Permitted Holder and each other Person in

the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in

the Notes, agrees to cooperate with the Issuer, the Collateral Manager and the Trustee to effect

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such transfers. The proceeds of such sale, net of any commissions, expenses and taxes due in

connection with such sale shall be remitted to the Non-Permitted Holder. The terms and

conditions of any sale under this subsection shall be determined in the sole discretion of the

Issuer, and neither the Issuer nor the Trustee shall be liable to any Person having an interest in

the Notes sold as a result of any such sale or the exercise of such discretion.

transfer of a beneficial interest in any Note to a Person who has made or is deemed to have made

a representation regarding Section 406 of ERISA, Section 4975 of the Code, applicable Similar

Law or the occurrence of a Similar Law Look-Through required by Section 2.6 that is

subsequently shown to be false or misleading or that breaches the 25% Threshold shall be null

and void and any such purported transfer of which the Issuer, the Co-Issuer or a Trust Officer of

the Trustee shall have received written notice may be disregarded by the Issuer, the Co-Issuer

and the Trustee for all purposes.

(d) In the case of a Non-Permitted AML Holder, the Issuer shall not compel

sales for failure to provide such other information or documentation as may be required under

the Cayman AML Regulations unless the Issuer reasonably determines that such Holder's

acquisition, holding or transfer of an interest in such Note would result in a materially adverse

effect on the Issuer.

Section 2.13 [Reserved].

Section 2.14 Tax Treatment; Tax Certifications.

(a) Each Holder (including, for purposes of this Section 2.14, any beneficial

owner of Notes) will treat (i) the Issuer as a corporation, (ii) the Co-Issuer as a disregarded entity

of the Issuer, (iii) the Issuer, and not the Co-Issuer, as the issuer of the Co-Issued Notes, (iiiiv)

the Secured Notes as debt and (ivv) the Subordinated Notes as equity, in each case, for all U.S.

federal and, to the extent permitted by Applicable Law, state and local income tax purposes and

will take no action inconsistent with such treatment unless required by law, it being understood

that this paragraph shall not prevent a Holder of Class E Notes from making a protective

"qualified electing fund" election and filing protective information returns.

(b) Each Holder will timely furnish the Issuer or its agents any properly

completed and signed tax forms or certifications (including, without limitation, an IRS Form

W-9, an applicable IRS Form W-8 (together with appropriate attachments), or any successors to

such IRS forms) that the Issuer or its agents may reasonably request to enable the Issuer or its

agents to (A) make payments to it without, or at a reduced rate of, deduction or withholding, (B)

qualify for a reduced rate of withholding or deduction in any jurisdiction from or through which

the Issuer or its agents receive payments, and (C) satisfy reporting and other obligations under

the Code and Treasury Regulations or under any other applicable law (including the Tax

Account Reporting Rules), and shall update or replace such tax forms and certifications as

appropriate or in accordance with their terms or subsequent amendments thereto. Each Holder

acknowledges that the failure to provide, update or replace any such tax forms or certifications

may result in the imposition of withholding or back up withholding upon payments to such

Holder, or to the Issuer. Amounts withheld by the Issuer or its agents that are, in their sole

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judgment, required to be withheld pursuant to applicable tax laws will be treated as having been

paid to a Holder by the Issuer.

complete and accurate information and documentation that may be necessary or helpful to enable

the Issuer and any Issuer Subsidiary to achieve Tax Account Reporting Rules Compliance and

shall update or replace such information or documentation as necessary ("Holder Reporting

Obligations"). In the event such Holder fails to provide or update such information or

documentation, or to the extent that its ownership of Notes would otherwise prevent the Issuer

and any Issuer Subsidiary from achieving Tax Account Reporting Rules Compliance, (A) the

Issuer (and any agent acting on its behalf) is authorized to withhold amounts otherwise

distributable to the relevant Holder as compensation for any amounts withheld from payments to

or for the benefit of the Issuer as a result of such failure or such ownership, and (B) to the extent

Notes are held by a Non-Permitted Tax Holder, the Issuer will have the right to compel such

Holder to sell its Notes and, if such Holder does not sell its Notes within 10 Business Days after

notice from the Issuer or its agents, the Issuer will have the right to sell such Notes at a public or

private sale called and conducted in accordance with the procedures in Section 2.12(b), and to

remit the net proceeds of such sale (taking into account, in addition to other related costs and

charges, any taxes incurred by the Issuer in connection with such sale) to such Holder as

payment in full for such Notes. The Issuer may also assign each such Note a separate securities

identifier in the Issuer's sole discretion, and to deposit payments on such Notes into a Tax

Reserve Account, which amounts shall be released from such Tax Reserve Account as provided

in Section 10.3(i). Subject to Section 10.3(i), any amounts deposited into a Tax Reserve Account

in respect of Notes held by a Non-Permitted Tax Holder shall be treated for all purposes under

this Indenture as if such amounts had been paid directly to the Holder of such Notes. Each

Holder agrees that the Issuer, the Trustee or their agents or representatives may (1) provide any

information and documentation concerning its investment in its Notes to the Cayman Islands Tax

Information Authority, the IRS and any other relevant tax authority and (2) take such other steps

as they deem necessary or helpful to ensure that the Issuer and any Issuer Subsidiary achieve

Tax Account Reporting Rules Compliance.

(d) Each Holder agrees to provide the Issuer (or its agents) (A) any

information as is necessary (in the sole determination of the Issuer or its agents) for the Issuer to

comply with U.S. tax information reporting requirements relating to its adjusted basis in the

Notes, and (B) any additional information that the Issuer or its agents request in connection with

any 1099 reporting requirements, and to update any such information provided in clause (A) or

(B) promptly upon learning that any such information previously provided has become obsolete

or incorrect or is otherwise required. It acknowledges that the Issuer and its agents may provide

such information and any other information concerning its investment in the Notes to the IRS.

(e) In the case of a Holder of Class E Notes or Subordinated Notes, if it is a

bank organized outside of the United States, each Holder of such Notes (i) is acquiring such

Notes as a capital markets investment and will not for any purpose treat such Notes or the assets

of the Issuer as loans acquired in its banking business and (ii) is not acquiring such Notes as part

of a plan having as one of its principal purposes the avoidance of U.S. withholding taxes that is

not a U.S. Tax Person, it represents, acknowledges, and agrees that it (A)(i) is not a bank (within

the meaning of Section 881(c)(3)(A) of the Code); (ii) after giving effect to its purchase of such

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Notes, it will not directly or indirectly own more than 33-1/3%, by value, of the aggregate of the

Notes within such Class and any other Notes that are ranked pari passu with or are subordinated

to such Notes, and will not otherwise be related to the Issuer (within the meaning of Treasury

regulations section 1.881-3); (iii) has provided an IRS Form W-8ECI representing that all

payments received or to be received by it from the Issuer are effectively connected with the

conduct of a trade or business within the United States and includible in its gross income; or (iv)

has provided an IRS Form W-8BEN-E representing that it is eligible for the benefits of an

income tax treaty that eliminates U.S. federal income taxation of U.S. source interest not

attributable to a permanent establishment in the United States; and (B) it has not purchased such

Notes in whole or in part to avoid any U.S. federal tax liability (including, without limitation,

any U.S. withholding tax that would be imposed on payments on the Collateral Obligations if the

Collateral Obligations were held directly by the Holder).

(f) Each Holder of Subordinated Notes, if it owns more than 50% of the

Subordinated Notes by value or if such Holder is otherwise treated as a member of the Issuer's

"expanded affiliated group" (as defined in Treasury Regulations section 1.1471-5(i) (or any

successor provision)), represents that it will (A) confirm that any member of such expanded

affiliated group (assuming that the Issuer and any non-U.S. Issuer Subsidiary is a "registered

deemed-compliant FFI" within the meaning of Treasury Regulations section 1.1471-1(b)(111)

(or any successor provision)) that is treated as a "foreign financial institution" within the

meaning of Section 1471(d)(4) of the Code and any Treasury Regulations promulgated

thereunder is either a "participating FFI", a "deemed-compliant FFI" or an "exempt beneficial

owner" within the meaning of Treasury Regulations section 1.1471-4(e) (or any successor

provision), and (B) promptly notify the Issuer in the event that any member of such expanded

affiliated group that is treated as a "foreign financial institution" within the meaning of Section

1471(d)(4) of the Code and any Treasury Regulations promulgated thereunder is not either a

"participating FFI", a "deemed-compliant FFI" or an "exempt beneficial owner" within the

meaning of Treasury Regulations section 1.1471-4(e) (or any successor provision), in each case

except to the extent that the Issuer or its agents have provided such Holder with an express

waiver of this requirement.

(g) Each Holder of Subordinated Notes agrees to not treat any income with

respect to its Subordinated Notes as derived in connection with the Issuer's active conduct of a

banking, financing, insurance or other similar business for purposes of Section 954(h) or (i)(2) of

the Code.

(h) Each Holder, if not a U.S. Tax Person, is not acquiring its Notes as part of a

plan to reduce, avoid or evade U.S. federal income tax.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1 Conditions to Issuance of Notes on Closing Date. (a) The Notes

to be issued on the Closing Date shall be executed by the Applicable Issuers 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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(i) Officers' Certificates of the Co-Issuers Regarding Corporate Matters. An

Officer's certificate of each of the Co-Issuers (A) evidencing the authorization by

Resolution of the execution and delivery of the Transaction Documents to which it is a

party and related documents and in each case the execution, authentication and delivery

of the Notes applied for by it, specifying the Stated Maturity and principal amount of

each Class and (B) certifying that (1) the attached copy of the Resolution is a true and

complete copy thereof, (2) such resolutions have not been rescinded and are in full force

and effect on and as of the Closing Date and (3) the Officers authorized to execute and

deliver such documents hold the offices and have the signatures indicated thereon.

(ii) Governmental Approvals. From each of the Co-Issuers either (A) a

certificate of the Applicable Issuer or other official document evidencing the due

authorization, approval or consent of any governmental body or bodies, at the time

having jurisdiction in the premises, together with an Opinion of Counsel of such

Applicable Issuer that no other authorization, approval or consent of any governmental

body is required for the performance by the Applicable Issuer of its obligations under this

Indenture, or (B) an Opinion of Counsel of the Applicable Issuer that no such

authorization, approval or consent of any governmental body is required for the

performance by the Applicable Issuer of its obligations under this Indenture except as

have been given (provided that the opinions delivered pursuant to Section 3.1(a)(iii) may

satisfy the requirement).

(iii) U.S. Counsel Opinions. Opinions of Morgan, Lewis & Bockius LLP, as

U.S. counsel to the Co-Issuers, and opinions of Milbank LLP, as special U.S. counsel to

the Collateral Manager, in each case dated the Closing Date, in form and substance

satisfactory to the Issuer.

(iv) Cayman Counsel Opinion. An opinion of Walkers, Cayman Islands

counsel to the Issuer, dated the Closing Date, in form and substance satisfactory to the

Issuer.

(v) Officers' Certificates of Co-Issuers Regarding Indenture. An Officer's

certificate of each of the Co-Issuers stating that the Applicable Issuer is not in default

under this Indenture, that the issuance of the Notes (or in the case of the Co-Issuer, the

Co-Issued Notes) applied for by it shall not result in a default or a breach of any of the

terms, conditions or provisions of, or constitute a default under, its organizational

documents, any indenture or other agreement or instrument to which it is a party or by

which it is bound, or any order of any court or administrative agency entered in any

Proceeding to which it is a party, that all conditions precedent provided herein relating to

the authentication and delivery of the Notes applied for have been complied with; and

that all expenses due or accrued with respect to the Offering or relating to actions taken

on or in connection with the Closing Date have been paid or reserves therefor have been

made. The Officer's certificate of the Issuer shall also state that all of its representations

and warranties contained herein are true and correct as of the Closing Date.

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(vi) Hedge Agreements. Executed copies of any Hedge Agreement entered

into by the Issuer, if any.

(vii) Transaction Documents. An executed copy of this Indenture, the

Collateral Management Agreement, the Account Agreement, the Collateral

Administration Agreement, the Administration Agreement and any Hedge Agreements.

(viii) Certificate of the Collateral Manager. An Officer's certificate of the

Collateral Manager, dated as of the Closing Date, to the effect that, to the knowledge of

the Collateral Manager as of the Closing Date:

(A) the Issuer has purchased or entered into commitments to purchase

Collateral Obligations having an Aggregate Principal Balance in the amount set

forth in the Closing Date Certificate;

(B) each investment purchased (or committed to be purchased) by the

Collateral Manager on behalf of the Issuer that the Issuer continues to hold (or

remains committed to purchase) on the Closing Date is an Eligible Investment or

is an investment that satisfies the requirements of the definition of "Collateral

Obligation"; and

or entered into, or committed to purchase or enter into, each such Collateral

Obligation in compliance with the Tax Guidelines or written advice of Milbank

LLP, Weil, Gotshal & Manges LLP, Winston & Strawn LLP or an opinion from

other tax counsel of nationally recognized standing in the United States

experienced in transactions of the type being addressed to the effect that the

purchasing or entering into of each such Collateral Obligation will not cause the

Issuer to be treated as engaged in a trade or business in the United States for U.S.

federal income tax purposes or to be otherwise subject to U.S. federal income tax

on a net basis.

(ix) Grant of Collateral Obligations. The Grant pursuant to the Granting

Clause of this Indenture of all of the Issuer's right, title and interest in and to the

Collateral Obligations on the Closing Date and Delivery of such Collateral Obligations

(including any promissory note and all other Underlying Instruments related thereto to

the extent received by the Issuer) as contemplated by Section 3.3.

(x) Certificate of the Issuer Regarding Assets. A certificate of an Authorized

Officer of the Issuer, dated as of the Closing Date, to the effect that, in the case of each

Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing

Date and immediately prior to the Delivery thereof on the Closing Date:

(A) the Issuer is the owner of such Collateral Obligation free and clear

of any liens, claims or encumbrances of any nature whatsoever except for

(i) those which are being released on the Closing Date and (ii) those Granted

pursuant to this Indenture or otherwise permitted under this Indenture;

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(B) the Issuer has acquired its ownership in such Collateral Obligation

in good faith without notice of any adverse claim (as such term is defined in

Section 8-102(a)(1) of the UCC), except as set forth in paragraph (A) above;

interest in such Collateral Obligation (or, if any such interest has been assigned,

pledged or otherwise encumbered, it has been released or is being released on the

Closing Date) other than interests Granted pursuant to this Indenture;

(D) the Issuer has full right to Grant a security interest in and assign

and pledge such Collateral Obligation to the Trustee;

(E) based on the certificate of the Collateral Manager delivered

pursuant to Section 3.1(a)(viii), each Collateral Obligation included in the Assets

satisfies the requirements of the definition of "Collateral Obligation;" and

(F) upon Grant by the Issuer, the Trustee has a first priority perfected

security interest in the Collateral Obligations and other Assets, except as

permitted by this Indenture.

(xi) Rating Letters. An Officer's certificate of the Issuer to the effect that with

respect to the applicable Class of Secured Notes it has received a true and correct copy of

a letter of the respective Rating Agency assigning the applicable Initial Rating.

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

(xiii) Closing Date Certificate. The Closing Date Certificate has been delivered

to the Trustee specifying deposits to be made in the Accounts specified therein.

(xiv) Other Documents. Such other documents as the Trustee may reasonably

require with reasonable prior notice; provided that nothing in this clause (xiv) shall imply

or impose a duty on the part of the Trustee to require any other documents.

(b) In connection with the execution by the Applicable Issuers of the Notes to

be issued on the Closing Date, the Trustee shall deliver to the Applicable Issuers an opinion of

Alston & Bird LLP, counsel to the Trustee and the Collateral Administrator dated the Closing

Date, in form and substance satisfactory to the Applicable Issuers.

Section 3.2 Conditions to Issuance of Additional Notes. (a) Additional Notes

to be issued on an Additional Notes Closing Date pursuant to Section 2.4 may be executed by

the Applicable Issuers and delivered to the Trustee for authentication and thereupon the same

shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order, upon

compliance with clauses (ix) and (x) of Section 3.1(a) (with all references therein to the Closing

Date being deemed to be the applicable Additional Notes Closing Date) and upon receipt by the

Trustee of the following:

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(i) Officers' Certificates of the Co-Issuers Regarding Corporate Matters. An

Officer's certificate of each of the Co-Issuers (A) evidencing the authorization by

Resolution of the execution and delivery of a supplemental indenture pursuant to

Section 8.1

and the execution, authentication and delivery of the Additional Notes

applied for by it, specifying the Stated Maturity and the principal amount of each Class,

and (B) certifying that (1) the attached copy of such Resolution is a true and complete

copy thereof, (2) such resolutions have not been rescinded and are in full force and effect

on and as of the Additional Notes Closing Date and (3) the Officers authorized to execute

and deliver such documents hold the offices and have the signatures indicated thereon.

(ii) Governmental

Approvals. From each of the Co-Issuers either (A) a