OCTAGON INVESTMENT PARTNERS 26, LTD. OCTAGON INVESTMENT PARTNERS 26, LLC

NOTICE OF CHANGED PAGES TO PROPOSED FIRST SUPPLEMENTAL INDENTURE

Date of Notice: June 8, 2018

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER.

To: The Holders of the Notes as described on the attached Schedule A and to those Additional Parties listed on Schedule I hereto.

Reference is hereby made to that certain (i) Indenture dated as of April 27, 2016 (as supplemented, amended or modified from time to time, the “Indenture”), among OCTAGON INVESTMENT PARTNERS 26, LTD., as Issuer (the “Issuer”), OCTAGON INVESTMENT PARTNERS 26, LLC, as Co-Issuer (the “Co-Issuer”, and together with the Issuer, the “Co-Issuers”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”), and (ii) Notice of Proposed First Supplemental Indenture dated as of May 22, 2018 (the “Notice of Proposed First Supplemental Indenture”) which among other things, provided notice of a proposed First Supplemental Indenture (the “First Supplemental Indenture”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

At the request of the Issuer, the Trustee is delivering a copy of the following: (A) changed pages to the proposed First Supplemental Indenture attached hereto as Exhibit A, and (B) a complete copy of the proposed First Supplemental Indenture (inclusive of the changed pages) attached hereto as Exhibit B to the Collateral Manager, the Collateral Administrator, the Holders and each Rating Agency.

THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS IN RESPECT OF THE FIRST SUPPLEMENTAL INDENTURE, ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OR SUFFICIENCY OF THE FIRST SUPPLEMENTAL INDENTURE, AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE FIRST SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR.

This Notice is being sent to Holders by U.S. Bank National Association in its capacity as Trustee at the request of the Issuer. Questions may be directed to the Trustee by contacting George Katsilieris at telephone (617) 603-7640 or by e-mail at george.katsilieris@usbank.com.

The CUSIP, ISIN and Common Code numbers appearing in this notice are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the CUSIP, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP, ISIN or Common Code numbers printed on the Notes or as indicated in this notice. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat the person in whose name a Security is registered on the registration books maintained by the Trustee as a Holder.

U.S. BANK NATIONAL ASSOCIATION, as Trustee

SCHEDULE A1

1 No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

Schedule I

Additional Parties

Issuer: Octagon Investment Partners 26, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attention: The Directors

Co-Issuer: Octagon Investment Partners 26, LLC c/o Maples Fiduciary Services (Delaware) Inc. 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807 Attention: Edward Truitt Email: edward.truitt@maplesfs.com

Collateral Manager: Octagon Credit Investors, LLC 250 Park Avenue, 15th Floor New York, New York 10177 Attention: Lauren Basmadjian Facsimile no.: (917) 464-8737

Collateral Administrator: U.S. Bank National Association One Federal Street, 3rd Floor Boston, Massachusetts 02110 Attention: George Katsilieris, Vice President (Ref: Octagon Investment Partners 26, Ltd.) Facsimile no.: (866) 607-0951 Email: george.katsilieris@usbank.com

Rating Agencies: Moody's Investors Service, Inc. 7 World Trade Center New York, New York 10007 Attn: CBO/CLO Monitoring E-mail: cdomonitoring@moodys.com

Standard & Poor’s, 55 Water Street, 41st Floor New York, New York 10041 Email: CDO-Surveillance@sandp.com Facsimile no.: (212) 438-2655

Irish Stock Exchange: The Irish Stock Exchange plc (trading as Euronext Dublin) Company Announcement Office 28 Anglesea Street Dublin 2, Ireland For posting through ISE Direct

Irish Listing Agent:At Maples and Calder as listing agent 75 St. Stephen’s Green, Dublin 2, Ireland Facsimile no.: +353-1-619-2001 Email: dublindebtlisting@maplesandcalder.com

Exhibit A

CHANGED PAGES TO FIRST SUPPLEMENTAL INDENTURE

[see attached]

Draft (v 37) 56/8/18/18

FIRST SUPPLEMENTAL INDENTURE

dated as of [•],June 13, 2018

among

OCTAGON INVESTMENT PARTNERS 26, LTD.,as Issuer

and

OCTAGON INVESTMENT PARTNERS 26, LLC,as Co-Issuer

and

U.S. BANK NATIONAL ASSOCIATION,as Trustee

to

the Indenture, dated as of April 27, 2016,among the Issuer, the Co-Issuer and the Trustee

This FIRST SUPPLEMENTAL INDENTURE dated as of [•],June 13, 2018 (this"Supplemental Indenture") to the Indenture dated as of April 27, 2016 (as amended, restated,extended, supplemented or otherwise modified in writing from time to time, the "Indenture") isentered into among Octagon Investment Partners 26, Ltd., an exempted company incorporatedwith limited liability under the laws of the Cayman Islands (the "Issuer"), Octagon InvestmentPartners 26, 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 NationalAssociation, as trustee under the Indenture (together with its successors in such capacity, the"Trustee"). Capitalized terms used but not otherwise defined herein shall have the respectivemeanings set forth in the Indenture.

WHEREAS, pursuant to Section 8.1(viii)(B) of the Indenture, with the consent of aMajority of the Subordinated Notes and the Collateral Manager when authorized by BoardResolutions, the Co-Issuers and the Trustee may execute one or more supplemental indentures toeffect a Refinancing in accordance with Section 9.2(a) of the Indenture;

WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this SupplementalIndenture and have requested that the Trustee execute and deliver this Supplemental Indenture;

WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant toSection 8.1(viii)(B) of the Indenture have been satisfied;

WHEREAS, the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class CNotes, the Class D Notes and the Class E Notes issued on April 27, 2016 (the "Refinanced Notes") are being redeemed simultaneously with the execution of this Supplemental Indenture bythe Co-Issuers and the Trustee;

WHEREAS, pursuant to Section 8.2 of the Indenture, the Co-Issuers wish to amend the Indenture in certain additional respects as set forth in this Supplemental Indenture;

WHEREAS, the conditions set forth in the Indenture for entry into a supplemental indenture pursuant to Section 8.2 of the Indenture have been satisfied;

WHEREAS, the Subordinated Notes shall remain Outstanding following theRefinancing;

WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of aRefinancing Note (as defined below) will be deemed to have consented to the execution of thisSupplemental Indenture by the Co-Issuers and the Trustee; and

WHEREAS, pursuant to Section 9.2 of the Indenture, the holders of a Majority of theSubordinated Notes and the Collateral Manager have directed a Partialan Optional Redemptionby Refinancing of the Refinanced Notes;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, theparties agree as follows:

Amendments. Terms of the Refinancing Notes and Amendments to theI.Indenture.

On the Refinancing Date (as defined below), the Co-Issuers or the Issuer, as applicable,(a)will issue the Class A-1-R Senior Secured Floating Rate Notes due [ ●]2030 (the “"Class A-1-R Notes”"), the Class A-2-R Senior Secured Floating Rate Notes due [ ●]2030 (the“"Class A-2-R Notes”"), the Class B-R Senior Secured Floating Rate Notes due [ ●]2030(the “"Class B-R Notes”"), the Class C-R Secured Deferrable Floating Rate Notes due[ ●]2030 (the “"Class C-R Notes”"), the Class D-R Secured Deferrable Floating RateNotes due [ ●] (the “Class D-R Notes”), the Class E-R Secured Deferrable Floating Rate Notes due [ ●] (the “Class E-R Notes”2030 (the "Class D-R Notes"), the Class E-R Secured Deferrable Floating Rate Notes due 2030 (the "Class E-R Notes") and the ClassF-R Secured Deferrable Floating Rate Notes due [ ●]2030 (the “"Class F-R Notes”" and,together with the Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes, theClass C-R Notes, the Class D-R Notes and the Class E-R Notes, the “"Refinancing Notes”"), the proceeds of which shall be used to redeem the Class A Notes, the Class B-1Notes, the Class B-2 Notes, the Class C Notes, the Class D Notes and the Class E Notes,in each case issued on the Closing Date. The Refinancing Notes shall have thedesignations, original principal amounts and other characteristics as follows:

Principal Terms of the Refinancing Notes

Class Designation A-1-R A-2-R B-R C-R D-R E-R F-ROriginalPrincipalAmounti

$[•]302,500,000

$[•]25,000,000

$[•]52,500,000

$[•]33,750,000

$[•]26,250,000

$[•]20,000,000

$[•]10,000,000

Stated Maturity(Payment Datein)

[•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030

Index LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR LIBORIndexMaturityiii

3 month 3 month 3 month 3 month 3 month 3 month 3 month

Interest Rate LIBOR +[•]1.02%

LIBOR +[•]1.35%

LIBOR +[•]1.60%

LIBOR +[•]1.80%

LIBOR +[•]2.85%

LIBOR +[•]5.40%

LIBOR +[•]8.09%

InitialRating(s):Moody's ["Aaa(sf)"] ["Aaa(sf)"] N/A N/A N/A N/A ["B3 (sf)"]S&P ["AAA(sf)"] N/A ["AA(sf)"] ["A(sf)"] ["BBB-(sf)"] ["BB-(sf)"] N/ARanking:Pari PassuClass

None None None None None None None

Priority Classes None A-1 A A, B A, B, C A, B, C, D A, B, C, D, EJunior Classes A-2-R, B-R,

C-R, D-R,E-R, F-R,

Subordinated

B-R, C-R,D-R, E-R,

f-R,Subordinated

C-R, D-R,E-R, F-R,

Subordinated

D-R, E-R,F-R,

Subordinated

E-R, F-R,Subordinated

F-R,Subordinated

Subordinated

Listed Notes Yes Yes Yes Yes Yes No NoDeferredInterest Notes

No No No Yes Yes Yes Yes

ERISARestrictedNotes

No No No No No Yesii Yesii

ApplicableIssuer(s)

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

i The spread over LIBOR with respect to any Class of Re-Pricing Eligible Secured Notes may be reduced inconnection with a Re-Pricing of such Class of Secured Notes, subject to the conditions set forth in Section 9.9.

ii The Class E-R Notes and the Class F-R Notes, subject to certain limitations, shall be available to Benefit PlanInvestors and Controlling Persons subject to the restrictions set forth in Section 2.6.

iii [LIBOR for the first portion of the first Interest Accrual Period shall be calculated by reference to an interpolation between the rate for deposits with a term equal to the next shorter period of time for which rates are available and the rate appearing for deposits with a term equal to the next longer period of time for which rates are available1-month LIBOR, in accordance with the definition of LIBOR set forth in Exhibit C hereto.]

The issuance date of the Refinancing Notes and the refinancing date of the Refinanced(b)Notes shall be [•],June 13, 2018 (the "Refinancing Date"). Payments on the RefinancingNotes issued on the Refinancing Date will be made on each Payment Date, commencingon the Payment Date in [•]July 2018.

The table in "Summary of Terms—Principal Terms of the Notes" of the Indenture shall(c)be modified by (i) inserting the table section in Section 1(a) of this SupplementalIndenture with respect to each Class of Refinancing Notes. and (ii) amending the Stated Maturity of the Subordinated Notes to be the Payment Date in July 2030.

Effective as of the date hereof, the Indenture is hereby amended to delete the stricken text(d)(indicated textually in the same manner as the following example: stricken text) and toadd the bold and double-underlined text (indicated textually in the same manner as thefollowing example: bold and double-underlined text) as set forth on the pages of theIndenture (which Indenture has been conformed to reflect amendments and modificationsmade pursuant to the Supplemental Indenture) attached as Annex A hereto.

The Exhibits to the Indenture are amended by amending and restating Exhibit A, in the(e)form attached in Annex B hereto.

Issuance and Authentication of Refinancing Notes.II.

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

(i) Officers' Certificate of the Co-Issuers. An Officer's certificate of each of theCo-Issuers (1) evidencing the authorization by Board Resolution of the execution anddelivery of this Supplemental Indenture, the Refinancing Purchase Agreement and theexecution, authentication and delivery of the Refinancing Notes applied for by it andspecifying the Stated Maturity, principal amount and Note Interest Rate of each Class ofRefinancing Notes to be issued by it and authenticated and delivered and (2) certifyingthat (a) the attached copy of such Board Resolution is a true and complete copy thereof,(b) such resolutions have not been rescinded and are in full force and effect on and as ofthe Refinancing Date and (c) the Officers authorized to execute and deliver suchdocuments hold the offices and have the signatures indicated thereon.

Draft (v1117) 56/8/18/18

Conformed through the First Supplemental Indenture, dated as of [•],June 13, 2018

INDENTURE

among

OCTAGON INVESTMENT PARTNERS 26, LTD.,Issuer,

OCTAGON INVESTMENT PARTNERS 26, LLC,Co-Issuer,

and

U.S. BANK NATIONAL ASSOCIATION,Trustee

Dated as of April 27, 2016

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

"Bridge Loan": Any obligation or debt security incurred or issued in connectionwith a merger, acquisition, consolidation, sale of all or substantially all of the assets of a personor entity, restructuring or similar transaction, which obligation or security by its terms is requiredto be repaid within one year of the incurrence thereof with proceeds from additional borrowingsor other refinancings (other than any additional borrowing or refinancing if one or more financialinstitutions has provided the Obligor of such obligation or security with a binding writtencommitment to provide the same, so long as (i) such commitment is equal to the outstandingprincipal amount of the Bridge Loan and (ii) such committed replacement facility has a maturityof at least one year and cannot be extended beyond such one year maturity pursuant to the termsthereof).

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

"Caa Collateral Obligation": A Collateral Obligation (other than a DefaultedObligation or a DeferrableDeferring Obligation) with a Moody's Default Probability Rating of"Caa1" or lower.

"CCC Collateral Obligation": A Collateral Obligation (other than a DefaultedObligation or a DeferrableDeferring Obligation) with an S&P Rating of "CCC+" or lower.

"CCC/Caa Excess": The excess, if any, of (a) the greater of (i) the AggregatePrincipal Balance of all Collateral Obligations that are Caa Collateral Obligations or (ii) theAggregate Principal Balance of all Collateral Obligations that are CCC Collateral Obligations,over (b) 7.5% of the Collateral Principal Amount as of the current Determination Date; provided,that in determining which of the Collateral Obligations shall be included in the CCC/Caa Excess,the Collateral Obligations with the lowest price (expressed as a percentage of par) as determinedpursuant to clauses (i) through (iv) of the definition of Market Value shall be deemed toconstitute such CCC/Caa Excess.

"Calculation Agent": The meaning specified in Section 7.15(a).

"Cash": Such coin or currency of the United States of America as at the timeshall be legal tender for payment of all public and private debts.

"Cayman FATCA Legislation": The Cayman Islands Tax Information AuthorityLaw (2017 Revision) (as amended) together with all regulations and guidance notes madepursuant to such Law (including the Organisation for Economic Co-operation and DevelopmentStandard for Automatic Exchange of Financial Account Information – Common ReportingStandard) (as amended, and together with any regulations and guidance notes made pursuantthereto).

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"Class Break-even Default Rate": With respect to the Highest Ranking S&PClass A-1-R Notes, the maximum percentage of defaults, as determined at any time throughapplication of the S&P CDO Monitor that is applicable to the portfolio of Collateral Obligations,that the Current Portfolio or the Proposed Portfolio, as applicable, can sustain, which, aftergiving effect to S&P's assumptions on recoveries, defaults and timing and to the Priority ofPayments, will result in sufficient funds remaining for the payment of such Class of Notes infull.

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

"Class C Notes": Prior to the Refinancing Date, the Class C Secured DeferrableFloating Rate Notes issued pursuant to this Indenture and having the characteristics specified inSection 2.3 and on and after the Refinancing Date, the Class C-R Notes.

"Class C-R Notes": The Class C-R Secured Deferrable Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

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

"Class D Notes": Prior to the Refinancing Date, the Class D Secured DeferrableFloating Rate Notes issued pursuant to this Indenture and having the characteristics specified inSection 2.3 and on and after the Refinancing Date, the Class D-R Notes.

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

"Class Default Differential": With respect to the Highest Ranking S&P Class A-1-R Notes at any time, the rate calculated by subtracting the Class Scenario Default Rate atsuch time for such Class of Notes from the Class Break-even Default Rate for such Class ofNotes at such time.

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

"Class E Notes": Prior to the Refinancing Date, the Class E Secured DeferrableFloating Rate Notes issued pursuant to this Indenture and having the characteristics specified inSection 2.3 and on and after the Refinancing Date, the Class E-R Notes.

"Class E-R Notes": The Class E-R Secured Deferrable Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class F-R Notes": The Class F-R Secured Deferrable Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

- 12-

"Class Scenario Default Rate": With respect to the Highest Ranking S&P Class A-1-R Notes, at any time, an estimate of the cumulative default rate for the Current Portfolio orthe Proposed Portfolio, as applicable, consistent with S&P's initial rating of such Class of Notes,determined by application by the Collateral Manager of the S&P CDO Monitor at such time.

"Clean-Up Call Purchase Price": The meaning specified in Section 9.10(b)hereof.

"Clean-Up Call Redemption": The meaning specified in Section 9.10(a) hereof.

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

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

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

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

"Closing Date": April 27, 2016.

"Closing Date Merger": The merger of Octagon Investment Partners FundingLtd., an exempted company incorporated with limited liability under the Companies Law (2013Revision) (as amended) of the Cayman Islands, with and into the Issuer on the Closing Datepursuant to the Plan of Merger.

"Code": The United States Internal Revenue Code of 1986, as amended fromtime to time and the Treasury Regulations promulgated thereunder.

"Co-Issuer": Octagon Investment Partners 26, LLC, until a successor Person shallhave become the Co-Issuer pursuant to the applicable provisions of this Indenture, and thereafter"Co-Issuer" shall mean such successor Person.

"Co-Issuers": The Issuer and the Co-Issuer.

"Collateral Administration Agreement": An agreement dated as of the ClosingDate among the Issuer, the Collateral Manager and the Collateral Administrator, as amendedfrom time to time.

"Collateral Administrator": The Bank, in its capacity as such under the CollateralAdministration Agreement, and any successor thereto.

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

is not a Synthetic Security and does not constitute or support a letter of(iv)credit;

is not a lease (including a Finance Lease);(v)

is not a Structured Finance Obligation;(vi)

if it is a Deferrable Obligation, it is not currently deferring or capitalizing(vii)the payment of accrued and unpaid interest or in default with respect to the portion of theinterest due thereon to be paid in Cash on each payment date with respect thereto, if any;

provides for a fixed amount of principal payable on scheduled payment(viii)dates and/or at maturity and does not by its terms provide for earlier amortization orprepayment at a price of less than par;

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

does not constitute Margin Stock;(x)

gives rise only to payments that do not subject the Issuer to withholding(xi)tax or other similar tax, other than any taxes imposed pursuant to FATCA andwithholding or other similar taxes on commitment fees or similar fees or fees that by theirnature are commitment fees or similar fees, unless the related Obligor is required to make"gross-up" payments that ensure that the net amount actually received by the Issuer (afterpayment of all taxes, whether imposed on such Obligor or the Issuer) will equal the fullamount that the Issuer would have received had no such taxes been imposed;

has both a Moody's Rating of at least "Caa3" and an S&P Rating of at(xii)least "CCC-" and does not have (A) an "f", "r", "p", "pi", "q", "t" or "sf" subscriptassigned by S&P or (B) an "sf" subscript assigned by Moody's;

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

is not an obligation (other than a Revolving Collateral Obligation or(xiv)Delayed Drawdown Collateral Obligation) pursuant to which any future advances orpayments, other than Excepted Advances, to the Obligor thereof may be required to bemade by the Issuer;

is purchased at a purchase price (expressed as a percentage of the par(xv)amount of such Collateral Obligation) not less than 55%; provided that, not more than 2.5% of the Collateral Principal Amount may consist of Collateral Obligations purchased at a price (expressed as a percentage of the par amount of such Collateral Obligation) not less than 50[60]%;

- 15-

no more than the percentage listed below of the Collateral Principal(i)Amount may be issued by Obligors Domiciled in the country or countries set forthopposite such percentage:

% Limit Country or Countries20.0% All countries (in the aggregate) other than the United States;10.0% All countries (in the aggregate) other than the United States,

Canada and, solely with respect to an Obligor organized in a TaxJurisdiction but Domiciled (in accordance with clause (b) of thedefinition of "Domicile") in the United States or Canada, suchTax Jurisdiction;

20.0% All Group Countries in the aggregate;10.0% The United Kingdom;20.0% All Group I Countries in the aggregate;10.0% Any individual Group I Country;10.0% All Group II Countries in the aggregate;5.0% Any individual Group II Country;7.5% All Group III Countries in the aggregate;5.0% Any individual Group III Country; and5.0% All Tax Jurisdictions in the aggregate;

not less than 94.25% (or the percentage corresponding to the selected(ii)Cov-Lite Matrix Row) of the Collateral Principal Amount may consist of, in the aggregate, of Collateral Obligations that are Senior Secured Loans and EligibleInvestments representing Principal Proceeds;

not more than 5.75% (or the percentage corresponding to the selected(iii)Cov-Lite Matrix Row) of the Collateral Principal Amount may consist of, in the aggregate, of Collateral Obligations that are Second Lien Loans and Unsecured Loans;

not more than 2.5% of the Collateral Principal Amount may consist of(iv)Current Pay Obligations;

not more than 5.0% of the Collateral Principal Amount may consist of(v)Fixed Rate Obligations;

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

not more than 2.0% of the Collateral Principal Amount may consist of(vii)obligations issued by a single Obligor, except that obligations (other than DIP CollateralObligations) issued by up to five Obligors may each constitute up to 2.5% of theCollateral Principal Amount; provided that one Obligor shall not be considered anaffiliate of another Obligor solely because they are controlled by the same financialsponsor;

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not more than 10.0% of the Collateral Principal Amount may consist of(viii)obligations in the same S&P Industry Classification group, except that, withoutduplication, (A) Collateral Obligations in one S&P Industry Classification group mayconstitute up to 11.0% of the Collateral Principal Amount, (B) Collateral Obligations inone S&P Industry Classification group may constitute up to 12.0% of the CollateralPrincipal Amount and (C) Collateral Obligations in one S&P Industry Classificationgroup may constitute up to 14.0% of the Collateral Principal Amount;

(a) not more than 7.5% of the Collateral Principal Amount may consist of(ix)Collateral Obligations with a Moody's Default Probability Rating of "Caa1" or below,excluding Defaulted Obligations and (b) not more than 7.5% of the Collateral PrincipalAmount may consist of Collateral Obligations with an S&P Rating of "CCC+" or below,excluding Defaulted Obligations;

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

(a) prior to the satisfaction of the Controlling Class Condition, not more(xi)than (I) the applicable percentage of the Collateral Principal Amount determined inaccordance with the Cov-Lite Matrix may consist of Cov-Lite Loans (without givingeffect to the proviso in the definition thereof) and (II) 65% of the Collateral PrincipalAmount may consist of Cov-Lite Loans and (b) from and after the satisfaction of theControlling Class Condition, not more than 95% (or such other percentage as requestedby the Collateral Manager and approved in writing by a Majority of the Controlling Class(without the need for a supplemental indenture)) of the Collateral Principal Amount mayconsist of Cov-Lite Loans;

not more than 10.0% of the Collateral Principal Amount may consist of(xii)Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations;

not more than 2.5% of the Collateral Principal Amount may consist of(xiii)Deferrable Obligations (including Partial Deferrable Obligations);

prior to the satisfaction of the Controlling Class Condition, not more than(xiv)25.0% of the Collateral Principal Amount may consist of Discount Obligations;

not more than 10.0% of the Collateral Principal Amount may consist of(xv)Participation Interests;

the Moody's Counterparty Criteria are met;(xvi)

the Third Party Credit Exposure Limits are not exceeded; and(xvii)

(x) prior to the satisfaction of the Controlling Class Condition, not more(xviii)than 8.0[5.0]% of the Collateral Principal Amount and (y) from and after the satisfactionof the Controlling Class Condition, not more than 10.0% of the Collateral Principal

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"Controlling Class Condition": Either (a) all of the Class A-1-R Notes issued onthe Refinancing Date have been redeemed, refinanced or repaid in full, (b) the initial Holder ofClass A-1-R Notes on the Refinancing Date confirms that no longer holds a Majority of theClass A-1-R Notes, or (c) with respect to any provision of the Transaction Documents that isconditioned upon or otherwise subject to the satisfaction of the Controlling Class Condition, aMajority of the Controlling Class has consented in writing to the satisfaction of the "ControllingClass Condition" with respect to the specified provision of the Transaction Documents.

"Controlling Person": A person (other than a Benefit Plan Investor) who hasdiscretionary authority or control with respect to the assets of the Issuer or any person whoprovides investment advice for a fee (direct or indirect) with respect to such assets, or anyaffiliate (as defined in the Plan Asset Regulations) of such a person.

"Corporate Trust Office": The designated corporate trust office of the Trustee,currently located at (i) for purposes of Note transfer issues, EP-MN-WS2N, 111 FillmoreAvenue East, St. Paul, Minnesota 55107, Attention: Bondholder Services – EP-MN-WS2N, Ref:Octagon Investment Partners 26, Ltd. and (ii) for all other purposes (including the definition of"Business Day"), One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: MarkSullivan, Vice President (Ref: Octagon Investment Partners 26, Ltd.), or such other address asthe Trustee may designate for purposes of the foregoing clauses (i) or (ii) from time to time bynotice to the Holders, the Collateral Manager, the Issuer and each Rating Agency, or theprincipal corporate trust office of any successor Trustee.

"Coverage Tests": The Class A/B Coverage Tests, the Class C Coverage Tests,the Class D Coverage Tests and the Class E Coverage Tests.

"Covered Audit Adjustment": The meaning specified in Section 7.16(t).

"Cov-Lite Loan": A loan that: (a) does not contain any financial covenants; or(b) requires the underlying Obligor to comply with one or more Incurrence Covenants, but doesnot require the underlying Obligor to comply with a Maintenance Covenant. Notwithstandingthe foregoing, from and after the satisfaction of the Controlling Class Condition, Cov-Lite Loanmeans a Senior Secured Loan that: (a) does not contain any financial covenants; or (b) requiresthe underlying Obligor to comply with an Incurrence Covenant, but does not require theunderlying Obligor to comply with a Maintenance Covenant; provided that, for all purposesother than the definition of S&P Recovery Rate, a loan described in clause (a) or (b) abovewhich either contains a cross default provision to, or is pari passu with, another loan of the sameunderlying Obligor that requires the underlying Obligor to comply with a Maintenance Covenantwill be deemed not to be a Cov-Lite Loan.

"Cov-Lite Matrix": In connection with determining compliance with clauses (ii),(iii) & (xi) of the definition of "Concentration Limitations", the Collateral Manager will select arow combination of the Cov-Lite Matrix with notice to the Trustee in accordance with thisIndenture (such row, the "Cov-Lite Matrix Row"). On the Refinancing Date, the initial Cov-LiteMatrix Row is expected to be row [•].3. On or prior to the Effective Date, the CollateralManager will determine which Cov-Lite Matrix Row will apply on and after the Effective Date

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Unsecured Loan) is a Current Pay Obligation and (y) a debt obligation shall notconstitute a Defaulted Obligation pursuant to any of clauses (b), (c), (d), and (e) if suchdebt obligation (or, in the case of a Participation Interest, the underlying Senior SecuredLoan, Second Lien Loan or Unsecured Loan) is a DIP Collateral Obligation (other than aDIP Collateral Obligation that has an S&P Rating of "CC" or lower or "D").

"Deferrable Obligation": An obligation which by its terms permits the deferral orcapitalization of payment of accrued, unpaid interest.

"Deferred Interest Notes": The Notes specified as such in Section 2.3.

"Deferred Interest": With respect to any specified Class of Deferred InterestNotes, the meaning specified in Section 2.8(a).

"Deferred Management Fees": Collectively, the Deferred Senior ManagementFee and the Deferred Subordinated Management Fee.

"Deferred Senior Management Fee": Any Senior Management Fee deferred bythe Collateral Manager pursuant to Section 11.1(f) and the Collateral Management Agreement.

"Deferred Senior Management Fee Cap": On any Payment Date, the maximumamount of Senior Management Fee Interest and Deferred Senior Management Fee that theCollateral Manager may be repaid on such Payment Date, equal to the lesser of (a) the amountdesignated by the Collateral Manager for payment on such Payment Date and (b) the amountavailable for distribution in excess of amount required to give effect on a pro forma basis to allpayments to be made on such Payment Date through and including clause (O) of Section 11.1(a)(i) (determined without regard for any Senior Management Fee Interest and DeferredSenior Management Fee elected by the Collateral Manager to be paid on such Payment Date).

"Deferred Subordinated Management Fee": Any Subordinated Management Feedeferred by the Collateral Manager pursuant to Section 11.1(f) and the Collateral ManagementAgreement.

"Deferring Obligation": A Collateral Obligation that is deferring the payment of interest due thereon and has been so deferring the payment of interest due thereon, which deferred capitalized interest has not, as of the date of determination, been paid in cash; provided, however, that such Collateral Obligation will cease to be a Deferring Obligation at such time as it (i) ceases to defer or capitalize the payment of interest, (ii) pays in cash all accrued and unpaid interest accrued since the time of purchase and (iii) commences payment of all current interest in cash.

"Definitive Note": The meaning specified in Section 2.11(b).

"Delayed Drawdown Collateral Obligation": Any Collateral Obligation that (a)requires the Issuer to make one or more future advances to the borrower under the underlyinginstruments relating thereto, (b) specifies a maximum amount that can be borrowed on one ormore fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previouslyrepaid by the borrower thereunder; provided that any such Collateral Obligation will be a

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

(a) causing the filing of a Financing Statement in the office ofthe Recorder of Deeds of the District of Columbia, Washington, D.C., and

(b) causing the registration of the security interest grantedunder this Indenture in the Register of Mortgages and Charges of theIssuer maintained at the Issuer's registered office in the Cayman Islands.

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

"Designated Alternative Rate': The reference rate (and, if applicable, themethodology for calculating such reference rate) determined by the Collateral Manager (in itscommercially reasonable discretion) based on: (a) the 3-month reference rate recognized oracknowledged as being the industry standard for leveraged loans (which recognition oracknowledgement may be in the form of a press release, a member announcement, a memberadvice, letter, protocol, publication of standard terms or otherwise) by the Loan Syndications andTrading Association® (together with any successor organization, "LSTA") or rate proposed orrecommended as a replacement for 3-month Libor by the Alternative Reference RatesCommittee ("ARC") or (b) if 50% or more (by principal amount) of the Collateral Obligationsare quarterly pay Floating Rate Obligations, the rate that is consistent with the reference ratebeing used in at least 50% (by principal amount) of (x) the quarterly pay Floating RateObligations included in the Assets or (y) the floating rate securities issued in the new-issuecollateralized loan obligation market at such timein the prior 1-month that bear interest based ona reference rate other than Libor.

"Designated Excess Par": The meaning specified in Section 9.2(g).

"Designated Maturity": The meaning specified in Exhibit C.

"Designated Principal Proceeds": The meaning specified in Section 10.2(h).

"Designated Unused Proceeds": The meaning specified in Section 10.3(c).

"Determination Date": The last day of each Collection Period.

"DIP Collateral Obligation": Any interest in a loan or financing facility that has apublic or private facility rating from Moody's and S&P (or was assigned a point-in-time ratingby either Moody's or S&P that was withdrawn within the last 12 months) and is purchaseddirectly or by way of assignment (a) which is an obligation of (i) a debtor-in-possession asdescribed in §1107 of the Bankruptcy Code or any other applicable bankruptcy law or (ii) atrustee if appointment of such trustee has been ordered pursuant to §1104 of the Bankruptcy

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Code or any other applicable bankruptcy law (in either such case, a "Debtor") organized underthe laws of the United States or any state therein or any other applicable country, or (b) on whichthe related Obligor is required to pay interest on a current basis and, with respect to either clause(a) or (b) above, the terms of which have been approved by an order of the United StatesBankruptcy Court, the United States District Court, or any other court of competent jurisdiction,the enforceability of which order is not subject to any pending contested matter or proceeding (assuch terms are defined in the Federal Rules of Bankruptcy Procedure) and which order providesthat: (i)(A) such DIP Collateral Obligation is fully secured by liens on the Debtor's otherwiseunencumbered assets pursuant to §364(c)(2) of the Bankruptcy Code or any other applicablebankruptcy law or (B) such DIP Collateral Obligation is secured by liens of equal or seniorpriority on property of the Debtor's estate that is otherwise subject to a lien pursuant to §364(d)of the Bankruptcy Code or any other applicable bankruptcy law and (ii) such DIP CollateralObligation is fully secured based upon a current valuation or appraisal report. Notwithstandingthe foregoing, such a loan will not be deemed to be a DIP Collateral Obligation following theemergence of the related debtor-in-possession from bankruptcy protection under Chapter 11 ofthe Bankruptcy Code or any other applicable bankruptcy law.

"Discount Obligation": (1) Any Senior Secured LoanAny Collateral Obligationforming part of the Assets which was purchased (as determined without averaging prices ofpurchases on different dates) for less than (a) 80% of its principal balance, if such CollateralObligation has (at the time of the purchase) a Moody's Rating of "B3" or higher, or (b) 85% of its principal balance, if such Collateral Obligation has (at the time of the purchase) a Moody's Rating of "Caa1" or lower or (2) any Collateral Obligation that is not a Senior Secured Loan forming part of the Assets which was purchased (as determined without averaging prices of purchases on different dates) for less than (a) 75% of its principal balance, if such Collateral Obligation has (at the time of the purchase) a Moody's Rating of "B3" or higher, or (b) 80%or lower of its principal balance, if such Collateral Obligation has (at the time of the purchase) aMoody's Rating of "Caa1" or lower; provided, that:

such Collateral Obligation will cease to be a Discount Obligation(x)at such time as the Market Value (expressed as a percentage of the par amount ofsuch Collateral Obligation) determined for such Collateral Obligation on each dayduring any period of 22 consecutive Business Days since the acquisition by theIssuer of such Collateral Obligation, equals or exceeds 90% on each such day in the case of a Senior Secured Loan or exceeds 85% on each such day in the case of all other Collateral Obligations; and

any Collateral Obligation that would otherwise be considered a(y)Discount Obligation, but that is purchased with the proceeds of a sale of aCollateral Obligation that was not a Discount Obligation at the time of itspurchase, so long as such purchased Collateral Obligation (A) is purchased orcommitted to be purchased within ten Business Days of such sale, (B) ispurchased at a purchase price (expressed as a percentage of the par amount ofsuch Collateral Obligation) equal to or greater than the sale price of the soldCollateral Obligation, (C) is purchased at a purchase price (expressed as apercentage of the par amount of such Collateral Obligation) not less than 55[60]%and (D) has a Moody's Default Probability Rating or Moody's Rating, as

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applicable, equal to or greater than the Moody's Default Probability Rating or Moody's Rating, as applicable, of the sold Collateral Obligation, will not beconsidered to be a Discount Obligation; provided, that the provisions of thisclause (y) will not apply to any such Collateral Obligation at any time on or afterthe acquisition by the Issuer of such Collateral Obligation if, as determined at thetime of such acquisition, such application would result in the Aggregate PrincipalBalance of all Collateral Obligations to which this clause (y) has been appliedexceeding (a) 5% of the Aggregate Principal Balance as of such date of determination, or (b) 10% of the Aggregate Ramp-Up Par Amount since theClosing Date.

"Discount Obligation Principal Balance": With respect to each DiscountObligation, the product (expressed as a dollar amount) of (i) the purchase price of such DiscountObligation (excluding accrued interest and any syndication or upfront fees paid to the Issuer, butincluding, at the discretion of the Collateral Manager, the amount of any related transaction costs(including assignment fees) paid by the Issuer to the seller of the Collateral Obligation or itsagent) expressed as a percentage of par multiplied by (ii) the principal balance of such DiscountObligation.

"Disposition Proceeds": Proceeds received with respect to sales of CollateralObligations, Eligible Investments and Equity Securities and the termination of any HedgeAgreement, in each case, net of reasonable out-of-pocket expenses and disposition costs inconnection with such sales.

"Dissolution Expenses": The amount of expenses reasonably likely to be incurredin connection with the discharge of this Indenture, the liquidation of the Assets and thedissolution of the Co-Issuers, as reasonably certified by the Collateral Manager or the Issuer,based in part on expenses incurred by the Trustee and reported to the Collateral Manager.

"Distressed Exchange Offer": An offer by the Obligor of a Collateral Obligationin connection with a distressed exchange or other debt restructuring to exchange one or more ofits outstanding debt obligations for a different debt obligation or to repurchase one or more of itsoutstanding debt obligations for cash, or any combination thereof; provided, that no DistressedExchange Offer shall be deemed to have occurred if the securities or obligations received by theIssuer in connection with such exchange or restructuring satisfy the definition of "CollateralObligation" (provided that the aggregate principal balance of all securities and obligations towhich this proviso applies or has applied, measured cumulatively from the Closing Date onward,may not exceed 25% of the Aggregate Ramp-Up Par Amount).

"Distribution Report": The meaning specified in Section 10.7(b).

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

"Domicile" or "Domiciled": With respect to any Obligor with respect to aCollateral Obligation: (a) except as provided in clause (b) and (c) below, its country oforganization; or (b) if it is organized in a Tax Jurisdiction, each of such jurisdiction and the

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underlying instruments thereon, any Deferrable Obligation) by the Aggregate Principal Balanceof all Fixed Rate Obligations.

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

"Expense Reserve Account": The trust account established pursuant to Section10.3(d).

"FATCA": Sections 1471 through 1474 of the Code, any current or futureregulations or official interpretations thereof, any agreement entered into pursuant to Section1471(b) of the Code, or any fiscal or regulatory legislation, rules, practices or guidance notesadopted pursuant to any intergovernmental agreement entered into in connection with theimplementation of such Sections of the Code.

"Federal Reserve Board": The Board of Governors of the Federal ReserveSystem.

["Fee Basis Amount": As of any date of determination, the sum of (a) theCollateral Principal Amount, plus (b) the aggregate principal amount of any Equity Security thatis a debt obligation and any Collateral Obligation that has been a Defaulted Obligation for threeyears or more; provided, that, for the purposes of the definition of "Senior Management Fee" and "Administrative Expense Cap", the aggregate principal amount of any Equity Security that is a debt obligation shall be no greater than 2.5% of the Collateral Principal Amount.]

"Fee Letter": The letter between the Issuer and the Income Note Issuer regardingpayment of administrative fees and expenses of the Income Note Issuer.

"Finance Lease": A lease agreement or other agreement entered into inconnection with and evidencing any transaction pursuant to which the obligations of the lessee topay rent or other amounts on a triple net basis under any lease of (or other arrangementconveying the right to use) real or personal property, or a combination thereof, are required to beclassified and accounted for as a capital lease on a balance sheet of such lessee under generallyaccepted accounting principles in the United States.

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

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

"First-Lien Last-Out Loan": A Collateral Obligation or Participation Interesttherein that otherwise meets the criteria for a Senior Secured Loan that, prior to a default withrespect to such loan, is entitled to receive payments pari passu with other Senior Secured Loansof the same Obligor, but following a default, such Collateral Obligation becomes fullysubordinated to other Senior Secured Loans of the same obligor and is not entitled to anypayments until such other Senior Secured Loans are paid in full.

"Fixed Rate Notes": Any Class of Secured Notes that bears a fixed rate of interest.

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"Group II Country": Germany, Ireland, Sweden and Switzerland.

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

"Group IV Country": Greece, Italy, Portugal and Spain.

"Hedge Agreements": Any interest rate swap, floor and/or cap agreements,including, without limitation, one or more interest rate basis swap agreements, between theIssuer and any Hedge Counterparty, as amended from time to time, and any replacementagreement entered into pursuant to Section 16.1.

"Hedge Counterparty": Any one or more institutions entering into orguaranteeing a Hedge Agreement with the Issuer that satisfies the Required Hedge CounterpartyRating that has entered into a Hedge Agreement with the Issuer, including any permittedassignee or successor under the Hedge Agreements.

"Hedge Counterparty Collateral Account": The account established pursuant toSection 10.3(g).

"Hedge Counterparty Credit Support": As of any date of determination, any cashor cash equivalents on deposit in, or otherwise to the credit of, the Hedge CounterpartyCollateral Account in an amount required to satisfy the then-current Rating Agency criteria.

"Highest Ranking S&P Class": The highest ranking Class of Outstanding Notes that is rated by S&P.

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

"Holder FATCA Information": Information requested by the Issuer or anintermediary (or an agent thereof) to be provided by the Holders or beneficial owners of Notes tothe Issuer or an intermediary that in the reasonable determination of the Issuer or an intermediaryis required to be requested by FATCA, the Cayman FATCA Legislation or a related rule orpublished administrative interpretation.

"Holder Proposed Re-Pricing Rate": The meaning specified in Section 9.9(b).

"Holder Purchase Request": The meaning specified in Section 9.9(b).

"IAI": An institutional Accredited Investor as defined in Rule 501(a)(1), (2), (3)or (7) of Regulation D of the Securities Act.

"IAI/QP": Any Person that, at the time of its acquisition, purported acquisition orproposed acquisition of Notes is both an IAI and a Qualified Purchaser.

"Identified Reinvestments": The meaning specified in Section 12.2(f).

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the sum of (i) the Collateral Interest Amount as of such date of(a)determination minus (ii) amounts payable (or expected as of the date of determination tobe payable) on the following Payment Date as set forth in clauses (A), (B) and (C) ofSection 11.1(a); by

interest due and payable on the Secured Notes of such Class or Classes(b)and each Priority Class of Secured Notes on such Payment Date (excluding DeferredInterest with respect to any such Class or Classes but including interest on DeferredInterest).

"Interest Coverage Test": A test that is satisfied with respect to any specifiedClass of Notes, on or after the Determination Date immediately preceding the third PaymentDate after the Closing Date, and at any date of determination occurring thereafter (i) the InterestCoverage Ratio for such Class is at least equal to the applicable Required Coverage Ratio forsuch Class, or (ii) such Class is no longer outstanding.

"Interest Determination Date": With respect to each Interest Accrual Period, thesecond London Banking Day preceding the first day of each Interest Accrual Period.

"Interest Diversion Test": A test that shall be satisfied as of any MeasurementDate during the Reinvestment Period on which Class F-R Notes remain outstanding, if theOvercollateralization Ratio with respect to the Class F-R Notes as of such Measurement Date isat least equal to [•]102.37%.

"Interest Proceeds": With respect to any Collection Period or DeterminationDate, without duplication, the sum of: (i) all payments of interest and other income received bythe Issuer during the related Collection Period on the Collateral Obligations and EligibleInvestments, including the accrued interest received in connection with a sale thereof during therelated Collection Period, less any such amount that represents Principal Financed AccruedInterest; (ii) all principal and interest payments received by the Issuer during the relatedCollection Period on Eligible Investments purchased with Interest Proceeds; (iii) unlessotherwise designated as Principal Proceeds by the Collateral Manager, all amendment andwaiver fees, late payment fees and other fees received by the Issuer during the related CollectionPeriod, except for those in connection with the reduction of the par of the related CollateralObligation (in the case of such amounts described in this clause (iii), as identified by theCollateral Manager in writing to the Trustee and the Collateral Administrator); (iv) any paymentreceived with respect to any Hedge Agreement other than (a) an upfront payment received uponentering into such Hedge Agreement or (b) a payment received as a result of the termination ofany Hedge Agreement to the extent not used by the Issuer to enter into a new or replacementHedge Agreement (for purposes of this subclause (iv), any such payment received or to bereceived on or before 10:00 a.m. New York time on the last day of the Collection Period inrespect of such Payment Date will be deemed received in respect of the preceding CollectionPeriod and included in the calculation of Interest Proceeds received in such Collection Period);(v) any payments received as repayment for Excepted Advances; (vi) all payments other thanprincipal payments received by the Issuer during the related Collection Period on CollateralObligations that are Defaulted Obligations solely as the result of a Moody's Rating of "LD" in

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relation thereto; (vii) any amounts deposited in the Interest Collection Account from the ExpenseReserve Account or the Interest Reserve Account pursuant to Section 10.3 in respect of therelated Determination Date, any amounts deposited in the Interest Collection Account from theContribution Account pursuant to Section 10.4 and any monies deposited into the InterestCollection Account pursuant to Section 10.2(g); (viii) any proceeds from Issuer SubsidiaryAssets received by the Issuer from any Issuer Subsidiary to the same extent as such proceedswould have constituted "Interest Proceeds" pursuant to this definition if received directly by theIssuer from the Obligors of the Issuer Subsidiary Assets; (ix) any Designated Principal Proceedsand Designated Unused Proceeds; (x) commitment fees and other similar fees received by theIssuer during such Collection Period in respect of Revolving Collateral Obligations and DelayedDrawdown Collateral Obligations and (xi) any Designated Excess Par; provided that, except asset forth in clause (vi) above, any amounts received in respect of any Defaulted Obligation shallconstitute (A) Principal Proceeds (and not Interest Proceeds) until the aggregate of all recoveriesin respect of such Defaulted Obligation since it became a Defaulted Obligation equals theoutstanding Principal Balance of such Collateral Obligation when it became a DefaultedObligation, and then (B) Interest Proceeds thereafter; provided, further, that amounts that wouldotherwise constitute Interest Proceeds may be designated as Principal Proceeds pursuant toSection 7.17(d) with notice to the Collateral Administrator. Notwithstanding the foregoing, theCollateral Manager may, with the prior consent of a Majority of the Subordinated Notes,designate in its discretion (to be exercised on or before the related Determination Date), on anydate after the first Payment Date, that any portion of Interest Proceeds in a Collection Period bedeemed to be Principal Proceeds, provided, that such designation would not result in an interestdeferral on any Class of Secured Notes. Under no circumstances shall Interest Proceeds includethe Excepted Property or any interest earned thereon.

"Interest Reserve Account": The trust account established pursuant to Section 10.3(e).

"Intermediary": The entity maintaining an Account pursuant to the Securities Account Control Agreement.

"Investment Advisers Act": The Investment Advisers Act of 1940, as amendedfrom time to time.

"Investment Company Act": The Investment Company Act of 1940, as amendedfrom time to time.

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

"Irish Listing Agent": The meaning specified in Section 7.2.

"IRS": The U.S. Internal Revenue Service.

"Issuer": Octagon Investment Partners 26, Ltd., until a successor Person shallhave become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter"Issuer" shall mean such successor Person.

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"Issuer Order": (i) A written order dated and signed in the name of the Issuer orthe Co-Issuer (which written order may be a standing order) by an Authorized Officer of theIssuer or the Co-Issuer, as applicable, or, to the extent permitted herein, by the CollateralManager by an Authorized Officer thereof, on behalf of the Issuer, or (ii) an order or requestprovided in an email by an Authorized Officer of the Issuer, Co-Issuer or by an AuthorizedOfficer of the Collateral Manager on behalf of the Issuer, in each case except to the extent theTrustee requests otherwise.

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

"Issuer Subsidiary Assets": The meaning specified in Section 7.16(h).

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

"Junior Mezzanine Notes": The meaning specified in Section 2.4(a).

"LIBOR": (i) With respect to the Notes, the meaning set forth in Exhibit C; provided, that solely with respect to the Class B-R Notes, if LIBOR determined in accordance with Exhibit C is less than 0.00%, LIBOR shall be deemed to be 0.00%, and (ii) with respect to aCollateral Obligation (other than a Collateral Obligation that bears interest based on a floatingrate index other than a London interbank offered rate based index), the "LIBOR" rate determinedin accordance with the terms of such Collateral Obligation.

Notwithstanding anything to the contrary in this definition or elsewhere in thisIndenture, if at any time while any Secured Notes are Outstanding (x) there is a materialdisruption to LIBOR, (y) there is a change in methodology of calculating LIBOR or (z) LIBORceases to be reported on the Reuters Screen, in each case as determined by the CollateralManager, the Collateral Manager (on behalf of the Issuer) may select not later than the secondBusiness Day preceding the immediately succeeding Interest Determination Date (with notice tothe Controlling Class, the Issuer, the Trustee, the Calculation Agent and the CollateralAdministrator) (such notice, a "Notice of Alternative Index") an alternative interest rate index,including any applicable spread adjustments thereto, to replace LIBOR beginning with theimmediately succeeding Interest Accrual Period (the "Alternative Index") that, in itscommercially reasonable judgment, is consistent with the successor index for 3-month Libor,including any applicable spread adjustments thereto, generally applicable pursuant to theUnderlying Instruments for the Floating Rate Obligations included in the Assets; provided that,if any Alternative Index selected by the Collateral Manager in accordance with this provision isnot the Designated Alternative Rate, the consent of a Majority of the Controlling Class and aMajority of the Subordinated Notes shall be required in connection therewith (such consent notto be unreasonably withheld, delayed or conditioned); provided, further, that solely with respect to the Class B-R Notes, if the Alternative Index is less than 0.00%, the Alternative Index shall be deemed to be 0.00%. Beginning on the first Interest Determination Date following the deliveryof a Notice of Alternative Index in accordance with this Indenture and, if required by the

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preceding sentence, receipt of the consent of a Majority of the Controlling Class and a Majorityof the Subordinated Notes, "LIBOR" will be calculated as the Alternative Index selected by theCollateral Manager.

"LIBOR Floor Obligation": As of any date, a Floating Rate Obligation (a) forwhich the related underlying instruments allow a LIBOR rate option, (b) that provides that suchLIBOR rate is (in effect) calculated as the greater of (i) a specified "floor" rate per annum and(ii) the London interbank offered rate for the applicable interest period for such CollateralObligation and (c) that, as of such date, bears interest based on such LIBOR rate option, but onlyif as of such date the London interbank offered rate for the applicable interest period is less thansuch floor rate.

"Listed Notes": The Notes specified as such in Section 2.3.

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

"Maintenance Covenant": As of any date of determination, a covenant by theunderlying Obligor of a loan to comply with one or more financial covenants during eachreporting period applicable to such loan, whether or not any action by, or event relating to, theunderlying Obligor occurs after such date of determination. For the avoidance of doubt, afinancial covenant that applies only if and when a funding occurs under the related loanagreement constitutes a Maintenance Covenant hereunder.

"Majority": With respect to any Class of Notes or the Income Notes, the Holdersof more than 50% of the Aggregate Outstanding Amount of the Notes of such Class or theIncome Notes.

"Management Fees": Collectively, the Senior Management Fee, the SeniorManagement Fee Interest, the Deferred Senior Management Fee, the Subordinated ManagementFee, the Deferred Subordinated Management Fee and the Collateral Manager Incentive FeeAmount.

["Management Fee Step-Down Event": The meaning specified in Section 9.5(b).]

["Management Fee Step-Down Period": The period commencing upon theoccurrence of a Management Fee Step-Down Event and ending on the earliest of (x) theoccurrence of a subsequent Management Fee Step-Up Event and (y) the date on which aMajority of the Subordinated Notes gives written notice to the Issuer, the Trustee and theCollateral Manager directing that the Management Fee Step-Down Period end.]

["Management Fee Step-Up Event": The meaning specified in Section 9.5(b).]

["Management Fee Step-Up Period": The period commencing upon theoccurrence of a Management Fee Step-Up Event and ending on the earliest of (x) the subsequentoccurrence of a Management Fee Step-Down Event, (y) the date on which the CollateralManager, in its sole discretion, gives written notice to the Issuer, the Trustee and a Majority ofthe Subordinated Notes directing that the Management Fee Step-Up Period end and (z) the date

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on which the Collateral Manager takes, or omits to take, any action, which action or omissionwould materially adversely affect the ability of the Issuer to effect the proposed Refinancing(which shall include the failure to provide its consent thereto), as determined by the holder of aMajority of the Subordinated Notes by delivery of written notice to the Issuer, the Trustee andthe Collateral Manager of such determination.]

"Margin Stock": "Margin Stock" as defined under Regulation U issued by theFederal Reserve Board, including any debt security which is by its terms convertible into"Margin Stock."

"Market Value": With respect to any loans or other assets, theamount (determined by the Collateral Manager) equal to the product of theprincipal amount thereof and the price determined in the following manner:

the bid-side quote determined by any of Loan Pricing Corporation,(i)MarkIt Partners, FT Interactive, Bridge Information Systems or KDP or any othernationally recognized loan pricing service selected by the Collateral Manager, or

if such quote described in clause (i) is not available, the average of(ii)the bid-side quotes determined by three broker-dealers active in the trading ofsuch asset that are Independent (with respect to each other and the CollateralManager); or

if only two such bids can be obtained, the lower of the(A)bid-side quotes of such two bids; or

with respect to determining Market Value in connection(B)with calculating the Adjusted Collateral Principal Amount only, if onlyone such bid can be obtained, such bid; provided that this subclause (B)will only apply at any time at which the Collateral Manager is not aregistered investment adviser under the Investment Advisers Act; or

if such quote or bid described in clause (i) or (ii) is not available,(iii)then the Market Value of such Collateral Obligation shall be the lowest of (x) thehigher of (A) the S&P Recovery Rate and (B) 70% of the outstanding principalamount of such Collateral Obligation, (y) the Market Value determined by theCollateral Manager exercising reasonable commercial judgment, consistent withthe manner in which it would determine the market value of an asset for purposesof other funds or accounts managed by it and (z) the purchase price of suchCollateral Obligation; provided, that, if the Collateral Manager is not a registeredinvestment adviser under the Investment Advisers Act, the Market Value of anysuch asset may not be determined in accordance with this clause (iii) for morethan thirty days; or

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

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

"Maturity Amendment": The meaning specified in Section 12.4.

"Maximum Moody's Rating Factor Test": A test that will be satisfied on any dateof determination if the Moody's Adjusted Weighted Average Rating Factor of the CollateralObligations is less than or equal to the lesser of (a) [34003300] and (b) the sum of (x) the numberset forth in the Asset Quality Matrix at the intersection of the applicable "row/columncombination" chosen by the Collateral Manager with notice to the Collateral Administrator (orthe linear interpolation between two adjacent rows and/or two adjacent columns, as applicable)in accordance with Section 7.17(f), plus (y) the Moody's Weighted Average RecoveryAdjustment.

"Measurement Date": (i) Any day on which the Issuer purchases, or enters into acommitment to purchase, a Collateral Obligation, (ii) any Determination Date, (iii) the date as ofwhich the information in any Monthly Report is calculated, (iv) with five (5) Business Daysprior notice, any Business Day requested by Moody's or S&P if such Rating Agency is thenrating any Class of outstanding Notes and (v) the last day of the Ramp-Up Period; provided that,in the case of clauses (i) through (iv), no "Measurement Date" may occur prior to the last day ofthe Ramp-Up Period.

"Memorandum and Articles": The Issuer's amended and restated Memorandumand Articles of Association, as they may be amended, revised or restated from time to time.

"Merging Entity": The meaning specified in Section 7.10.

"Minimum Fixed Coupon Test": A test that will be satisfied on any date ofdetermination if the Weighted Average Fixed Coupon equals or exceeds the Minimum WeightedAverage Coupon.

"Minimum Floating Spread": The number set forth in the column entitled"Minimum Weighted Average Spread" in the Asset Quality Matrix (based upon the applicable"row/column combination" chosen by the Collateral Manager with notice to the CollateralAdministrator (or the linear interpolation between two adjacent rows and/or two adjacentcolumns, as applicable) in accordance with Section 7.17(f)) reduced by the Moody's WeightedAverage Recovery Adjustment; provided that the Minimum Floating Spread shall in no event belower than [•2.0]%.

"Minimum Floating Spread Test": The test that is satisfied on any date ofdetermination if the Weighted Average Floating Spread equals or exceeds the Minimum FloatingSpread.

"Minimum Weighted Average Coupon": [•7.0]%.

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

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"Moody's Diversity Test": A test that will be satisfied on any date ofdetermination if the Diversity Score (rounded to the nearest whole number) equals or exceeds thenumber set forth in the column entitled "Minimum Diversity Score" in the Asset Quality Matrixbased upon the applicable "row/column combination" chosen by the Collateral Manager withnotice to the Collateral Administrator (or the linear interpolation between two adjacent rowsand/or two adjacent columns, as applicable) in accordance with Section 7.17(f).

"Moody's Industry Classification": The industry classifications set forth inSchedule 1, as such industry classifications shall be updated at the sole option of the CollateralManager (with notice to the Collateral Administrator) if Moody's publishes revised industryclassifications.

"Moody's Minimum Weighted Average Recovery Rate Test": The test that willbe satisfied on any date of determination if the Moody's Weighted Average Recovery Rateequals or exceeds [•]43%.

"Moody's Ramp-Up Failure": The meaning specified in Section 7.17(d).

"Moody's Rating": With respect to any Collateral Obligation, the ratingdetermined pursuant to Schedule 4.

"Moody's Rating Condition": With respect to any action taken or to be taken byor on behalf of the Issuer, a condition that is satisfied if Moody's has confirmed in writing,including electronic messages, facsimile, press release, posting to its internet website, or othermeans then considered industry standard (or has declined to undertake the review of such actionby such means) to the Issuer, the Trustee and the Collateral Manager that no immediatewithdrawal or reduction with respect to its then-current rating of any Class of Secured Notes willoccur as a result of such action; provided that if (a) Moody's makes a public announcement orinforms the Issuer, the Collateral Manager or the Trustee that (i) it believes the Moody's RatingCondition is not required with respect to an action or (ii) its practice or policy is to not give suchconfirmations, (b) in connection with amendments requiring unanimous consent of all holders ofNotes, such holders have been advised prior to consenting that the current ratings of one or moreClasses of Notes may be reduced or withdrawn as a result of such amendment, or (c) Moody's nolonger constitutes a Rating Agency under this Indenture, the Moody's Rating Condition will notapply.

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

Moody's DefaultProbability Rating

Moody's RatingFactor

Moody's DefaultProbability Rating

Moody's RatingFactor

Aaa 1 Ba1 940Aa1 10 Ba2 1,350Aa2 20 Ba3 1,766Aa3 40 B1 2,220

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if the Collateral Obligation is a DIP Collateral Obligation (other(iii)than a DIP Collateral Obligation which has been specifically assigned a recoveryrate by Moody's), 50%.

* If such Collateral Obligation does not have both a CFR and an Assigned Moody'sRating (as such terms are defined in Schedule 4 of this Indenture), such CollateralObligation will be deemed to be an Unsecured Loan for purposes of this table.

"Moody's Weighted Average Rating Factor": The number (rounded up to thenearest whole number) determined by:

summing the products of (i) the Principal Balance of each Collateral(a)Obligation (excluding any Defaulted Obligation) and (ii) the Moody's Rating Factor ofsuch Collateral Obligation and

dividing such sum by the Principal Balance of all such Collateral(b)Obligations.

"Moody's Weighted Average Recovery Adjustment": As of any date ofdetermination, (x) the greater of (a) zero and (b) the product of (i)(A) the Moody's WeightedAverage Recovery Rate as of such date of determination multiplied by 100 minus (B) [•] and(ii)(A) if the Moody's Weighted Average Recovery Rate as of such date of determination is greater than [•]%, the "Recovery Rate Modifier" in the Recovery Rate Modifier Matrix A that corresponds to the "row/column combination" then in effect for purposes of the Asset Quality Matrix, and (B) if the Moody's Weighted Average Recovery Rate as of such date of determination is less than or equal to [•]%, the "Recovery Rate Modifier" in Recovery Rate Modifier Matrix B that corresponds to the "row/column combination" then in effect for purposesof the Asset Quality Matrix, or (y) with respect to the adjustment of the Minimum FloatingSpread, the product of (1) the difference (not less than zero) between (i) the product of (A) theMoody's Weighted Average Recovery Rate as of such date of determination and (B) 100 minus(ii) [•] multiplied by (2) (a) [•]% when the Minimum Weighted Average Spread is equal to orgreater than [•]% and less than or equal to [•]%, (b) [•]% when the Minimum Weighted AverageSpread is greater than [•]% and less than or equal to [•]%, or (c) [•]% when the MinimumWeighted Average Spread is greater than [•]%; provided, that if the Moody's Weighted AverageRecovery Rate for purposes of determining the Moody's Weighted Average RecoveryAdjustment is greater than [60]%, then such Moody's Weighted Average Recovery Rate willequal [60]% unless the Moody's Rating Condition is satisfied.

"Moody's Weighted Average Recovery Rate": As of any date of determination,the number, expressed as a percentage, obtained by summing the product of the Moody'sRecovery Rate on such Measurement Date of each Collateral Obligation (excluding anyDefaulted Obligation) and the Principal Balance of such Collateral Obligation, dividing suchsum by the Aggregate Principal Balance of all such Collateral Obligations and rounding up tothe first decimal place.

"Non-Call Period": The period from the Closing Date to but excluding [•].June 13, 2020.

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(b) any Contribution received into the Contribution Account, any of the following uses: (i) thetransfer of the applicable portion of such amount to the Interest Collection Account forapplication as Interest Proceeds; (ii) the transfer of the applicable portion of such amount to thePrincipal Collection Account for application as Principal Proceeds; (iii) the repurchase of Notesin accordance with Section 2.13; (iv) to designate such amount as Refinancing Proceeds for usein connection with a Redemption by Refinancing; (v) the transfer of the applicable portion ofsuch amount to pay any costs or expenses associated with a Refinancing or a Re-Pricing or anadditional issuance of Notes and (vi) to make payments in connection with the exercise of an option, warrant, right of conversion, pre-emptive right, rights offering, credit bid or similar right in connection with the workout or restructuring of a Collateral Obligation (so long as the asset received in connection with such payment would be considered "received in lieu of debts previously contracted for with respect to" the Collateral Obligation under the Volcker Rule) for any other use of funds permitted under this Indenture, in each case subject to the limitations setforth herein.

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

"Petition Expenses": The meaning specified in Section 13.1(c).

"Plan Asset Regulations": Regulations promulgated by the United StatesDepartment of Labor at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

"Plan of Merger": The plan of merger to be dated as of the Closing Date betweenthe Issuer and Octagon Investment Partners Funding Ltd.

"Plan of Merger Consent": The meaning specified in Section 14.21.

"Pledged Obligations": As of any date of determination, the CollateralObligations, the Eligible Investments and any Equity Security which forms part of the Assetsthat have been Granted to the Trustee.

"Post-Acceleration Payment Date": Any Payment Date after the principal of theSecured Notes has been declared to be or has otherwise become immediately due and payablepursuant to Section 5.2; provided that such declaration has not been rescinded or annulled.

"Post-Reinvestment Period Criteria": The criteria specified in Section 12.2(b).

"Post-Reinvestment Period Settlement Obligation": The meaning specified inSection 12.2(e).

"Principal Balance": Subject to Section 1.2, with respect to any PledgedObligation, as of any date of determination, the outstanding principal amount of such PledgedObligation (excluding any capitalized interest), including the funded and unfunded balance onany Revolving Collateral Obligation and Delayed Drawdown Collateral Obligation; providedthat for all purposes (i) the Principal Balance of any Equity Security or, other than for purposes

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"Record Date": As to any applicable Payment Date or Redemption Date, the 15thday (whether or not a Business Day) prior to such Payment Date or Redemption Date, asapplicable.

"Recovery Rate Modifier Matrix A": The following chart, used to determine which of the "row/column combinations" (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) are applicable for purposes of determining the Moody's Weighted Average Recovery Adjustment, in accordance with this Indenture:": The following chart, used to determine which of the "row/column combinations" (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) are applicable for purposes of determining the Moody's Weighted Average Recovery Adjustment, in accordance with this Indenture:

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"Recovery Rate Modifier Matrix B": The following chart, used to determine which of the "row/column combinations" (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) are applicable for purposes of determining the

MinimumWeighted

Average Spread

Minimum Diversity Score

[•] [•] [•] [•] [•] [•] [•] [•] [•]

[•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•]

Moody's Recovery Rate Modifier

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"Redemption by Liquidation": The meaning specified in Section 9.2(a).

"Redemption by Refinancing": An Optional Redemption by Refinancing or aPartial Redemption by Refinancing.

Moody's Weighted Average Recovery Adjustment, in accordance with this Indenture:Minimum Weighted

Average Spread

Minimum Diversity Score

[•] [•] [•] [•] [•] [•] [•] [•] [•]

[•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•]

Moody's Recovery Rate Modifier

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"Redemption Date": Any Business Day specified for an Optional Redemption orTax Redemption of Notes, unless the related notice of redemption is withdrawn by the Issuer asprovided in Section 9.5.

"Redemption Price": When used with respect to (a) any Class of Secured Notes(i) an amount equal to 100% of the outstanding principal amount thereof plus (ii) accrued andunpaid interest thereon (including Deferred Interest and interest on any accrued and unpaidDeferred Interest with respect to such Secured Notes), to but excluding the Redemption Date orRe-Pricing Date, as applicable, and (b) any Subordinated Note, its proportional share (based onthe outstanding principal amount of such Subordinated Notes) of the amount of the proceeds ofthe Assets (including proceeds created when the lien of this Indenture is released) remainingafter giving effect to the redemption of the Secured Notes in full and payment in full of (and/orcreation of a reserve by the Issuer for, with notice to the Trustee) all fees, expenses andindemnities of the Co-Issuers; provided, that any Holder of a Secured Note may in its solediscretion elect, by written notice to the Issuer, the Trustee, the Paying Agent and the CollateralManager, to receive in full payment for the redemption of its Secured Note an amount less thanthe Redemption Price that would otherwise be payable in respect of such Secured Note, in whichcase, such reduced price will be the "Redemption Price" for such Note.

"Reference Banks": The meaning specified in Exhibit C.

"Refinancing": The meaning specified in Section 9.2(a).

"Refinancing Date": [•],June 13, 2018.

"Refinancing Initial Purchaser": Morgan Stanley & Co. LLC in its capacity asinitial purchaser under the Refinancing Purchase Agreement.

"Refinancing Notes": The Class A-R Notes, the Class B-R Notes, the Class C-RNotes, the Class D-R Notes, the Class E-R Notes and the Class F-R Notes, collectively.

"Refinancing Proceeds": The Cash proceeds from a Refinancing and anyContribution designated as Refinancing Proceeds.

"Refinancing Purchase Agreement": The agreement dated as of the RefinancingDate, by and among the Co-Issuers and the Refinancing Initial Purchaser related to the Offeringof the Refinancing Notes.

"Register" and "Registrar": The respective meanings specified in Section 2.6(a).

"Registered Office Agreement": The agreement dated July 8, 2015 between theIssuer and the Administrator (as amended from time to time) for the provision of registeredoffice facilities to the Issuer.

"Regulation D": Regulation D, as amended, under the Securities Act.

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

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

"Regulation S Global Subordinated Note": The meaning specified in Section2.2(b)(i).

"Reinvestment Period": The period from and including the Closing Date to andincluding the earliest of (i) the Payment Date in [•],July 2023, (ii) the date of the acceleration ofthe Maturity of the Secured Notes pursuant to Section 5.2, (iii) the end of the Collection Periodrelated to a Redemption Date in connection with a Redemption by Liquidation and (iv) the datespecified by the Collateral Manager in a notice to the Issuer, the Rating Agencies, the Trusteeand the Collateral Administrator certifying that it has reasonably determined it can no longerreinvest in additional Collateral Obligations in accordance with Section 12.2 or the CollateralManagement Agreement; provided that (x) upon termination pursuant to clause (ii) above, theReinvestment Period will be reinstated automatically upon rescission of such acceleration solong as no other events that would terminate the Reinvestment Period have occurred and arecontinuing, and (y) upon termination pursuant to clause (iv) above, the Reinvestment Period maybe reinstated upon written direction of the Collateral Manager to the Co-Issuers, the Trustee andthe Rating Agencies so long as no other events that would terminate the Reinvestment Periodhave occurred and are continuing.

"Reinvestment Period Settlement Condition": The meaning specified in Section 12.2(e).

"Reinvestment Target Par Balance": As of any date of determination, the Target InitialThe Aggregate Ramp-Up Par Amount minus (iA) the amount of any reduction in theAggregate Outstanding Amount of the Notes through the payment of Principal Proceeds or Interest Proceeds plus (iiB) the aggregate amount of Principal Proceeds that result from theissuance of any Additional Notes under and in accordance with the Indentureor the aggregate principal amount of such Additional Notes at the time of their issuance, whichever is higher(after giving effect to such issuance of any Additional Notes) but excluding (i) the amount of additional Subordinated Notes issued in excess of the pro rata issuance amount, if any, of such Subordinated Notes required in connection with any related additional issuance of Secured Notes and (ii) any additional Subordinated Notes issued without any Secured Notes.

"Replacement Notes": The meaning specified in Section 9.2(a).

"Requesting Party": The meaning specified in Section 14.17(a).

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"Required Coverage Ratio": With respect to a specified Class of Secured Notesand the related Interest Coverage Test or Overcollateralization Ratio Test as the case may be, asof any date of determination, the applicable percentage indicated below opposite such specifiedClass:

Class Required Overcollateralization RatioA/B [•]121.56%C [•]112.83%D [•]107.62%E [•]104.20%

Class Required Interest Coverage RatioA/B [•]120.0%C [•]115.0%D [•]110.0%E [•]105.0%

"Required Hedge Counterparty Rating": With respect to any HedgeCounterparty, the ratings required by the criteria of each Rating Agency in effect at the time ofexecution of the related Hedge Agreement, except in each case to the extent that such RatingAgency provides written confirmation that one or more of such ratings from such Rating Agencyis not required to be satisfied.

"Required S&P Credit Estimate Information": The meaning specified in Schedule 5 hereto.

"Restricted Trading Period": Each day during which (i) the S&P rating of any ofthe Class A-1-R Notes or the Moody's rating of any of the Class A Notes is one or moresubcategories below its Moody's Initial Rating or S&P Initial Rating on the Refinancing Date, asapplicable, (ii) the S&P rating of any of the Class B Notes, the Class C Notes, the Class D Notesor, prior to the satisfaction of the Controlling Class Condition, the Class E Notes is two or moresubcategories below their respective S&P Initial Ratings on the Refinancing Date or (iii) theMoody's Initial Rating or the S&P Initial Rating of any applicable Class of Secured Notes (ineach case then outstanding) has been withdrawn and not reinstated (other than with respect to aredemption, refinancing or repurchase of any Notes); provided that such period shall not be aRestricted Trading Period (a) if, after giving effect to any Unscheduled Principal Payments orany sale of a Collateral Obligation (x) the Aggregate Principal Balance (excluding the CollateralObligation being sold and including the anticipated net proceeds of such sale, in the case of asale of a Collateral Obligation and including, for the avoidance of doubt, the Principal Proceedsreceived with respect to any Unscheduled Principal Payments) will be at least equal to theReinvestment Target Par Balance, (y) prior to the satisfaction of the Controlling Class Condition,each of the Coverage Tests will be satisfied and (z) prior to the satisfaction of the ControllingClass Condition, the Maximum Moody's Rating Factor Test and the Moody's MinimumWeighted Average Recovery Rate Test will be satisfied, or (b) upon the direction of a Majorityof the Controlling Class to the Co-Issuers, the Trustee and the Collateral Manager to such effect,which direction of a Majority of the Controlling Class shall remain in effect until the earlier of(A) a subsequent direction by a Majority of the Controlling Class to the Co-Issuers, the Trustee

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"S&P Asset Specific Recovery Rating": With respect to any CollateralObligation, the corporate recovery rating assigned by S&P (i.e., the S&P Recovery Rate) to suchCollateral Obligation.

"S&P CDO Monitor": The dynamic, analytical computer model developed byS&P used to calculate the default frequency in terms of the amount of debt assumed to default asa percentage of the original principal amount of the Collateral Obligations consistent with aspecified benchmark rating level based upon certain assumptions (including the applicable S&PWeighted Average Recovery Rate) and S&P's proprietary corporate default studies, as may beamended by S&P from time to time upon notice to the Issuer, the Trustee, the CollateralManager and the Collateral Administrator. Subject to the last sentence of this paragraph, theS&P CDO Monitor will be chosen by the Collateral Manager (with notice to the CollateralAdministrator) by reference to the portfolio of Collateral Obligations and the following inputs:(A) the applicable weighted average spread will be the spread between 2.00% and 6.00% (inincrements of .01%) without exceeding the Weighted Average Floating Spread as of suchMeasurement Date (the "S&P Matrix Spread") and (B) the applicable weighted average recoveryrate with respect to the Highest Ranking S&P Class A-1-R Notes will be determined byreference to the applicable "Recovery Rate Case" set forth in the table provided below, in eachcase as selected by the Collateral Manager (provided that, in each case, such rate may not exceedthe actual S&P Weighted Average Recovery Rate with respect to such Class). On and after thelast day of the Ramp-Up Period, the Collateral Manager will have the right to choose whichRecovery Rate Case set forth below (a "Recovery Rate Set") and which S&P Matrix Spread willbe applicable for purposes of the S&P CDO Monitor. In the event the Collateral Manager failsto choose (A) a Recovery Rate Case prior to the last day of the Ramp-Up Period, 41.75% willapply, or (B) the S&P Matrix Spread prior to the last day of the Ramp-Up Period, the S&PMatrix Spread will be 3.95%. Notwithstanding the foregoing, an S&P CDO Monitor may bechosen by the Collateral Manager using a weighted average spread or a weighted averagerecovery rate that is not contemplated by either of the foregoing clauses (A) or (B) of the firstsentence of this paragraph if such weighted average spread or weighted average recovery ratehas been confirmed by S&P.

S&P Recovery Rate Matrix (Highest Ranking S&P Class A-1-R Notes)

Liability Rating

An Amount (in increments of0.25%):

PresetRefinancing Date

Recovery Rate(%)

Not Less Than(%)

Not Greater Than(%)

"AAA" [•] [•] [•]"AA" [•] [•] [•]"A" [•] [•] [•]

"BBB" [•] [•] [•]"BB" [•] [•] [•]

"S&P CDO Monitor Test": A test that will be satisfied on any date ofdetermination if, after giving effect to the purchase of an additional Collateral Obligation, the

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Class Default Differential of the Proposed Portfolio is positive. The S&P CDO Monitor Testwill be considered to be improved if the Class Default Differential of the Proposed Portfolio isgreater than the corresponding Class Default Differential of the Current Portfolio. If so electedby the Collateral Manager by written notice to the Issuer, the Collateral Administrator, theTrustee and S&P prior to the last day of the Ramp-Up Period, the S&P CDO Monitor Test anddefinitions applicable thereto, shall instead be as set forth in Schedule 6 hereto henceforth. Anelection to change from the use of this definition to those set forth in Schedule 6 hereto shallonly be made once.

"S&P Collateral Value": With respect to any Defaulted Obligation or DeferrableObligation, the lesser of (a) the S&P Recovery Amount of such obligation as of the relevantMeasurement Date and (b) the Market Value of such obligation as of the relevant MeasurementDate.

"S&P Excel Default Model Input File": An electronic spreadsheet file inMicrosoft Excel format to be provided to S&P, as shall be agreed to by the CollateralAdministrator, the Collateral Manager and S&P and which file shall include the followinginformation (if available) with respect to each Collateral Obligation: (a) the name of the issuerthereof, the country of domicile of the issuer thereof and the particular issue held by the Issuer,(b) the CUSIP, LoanX ID or other applicable identification number associated with suchCollateral Obligation, (c) the par value of such Collateral Obligation, (d) the type of issue(including, by way of example, whether such Collateral Obligation is a Senior Secured Loan,Second Lien Loan, Cov-Lite Loan, First-Lien Last-Out Loan, etc.), using such abbreviations asmay be selected by the Collateral Administrator, (e) a description of the index or other applicablebenchmark upon which the interest payable on such Collateral Obligation is based (including, byway of example, fixed rate, step up rate, zero coupon and LIBOR) and whether such CollateralObligation is a LIBOR Floor Obligation and the specified "floor" rate per annum related thereto,(f) the coupon (in the case of a Collateral Obligation which bears interest at a fixed rate) or thespread over the applicable index (in the case of a Collateral Obligation which bears interest at afloating rate), (g) the S&P Industry Classification group for such Collateral Obligation, (h) theStated Maturity of such Collateral Obligation, (i) the S&P Rating of such Collateral Obligationor the issuer thereof, as applicable, (j) the trade date and settlement date of each CollateralObligation, (k) in the case of any purchase which has not settled, the purchase price thereof, and(i) such other information as the Collateral Administrator (in consultation with the CollateralManager) may determine to include in such file. In addition, such file shall include a descriptionof any Balance of Cash and other Eligible Investments and the Principal Balance thereof forminga part of the Pledged Obligations. In respect of the file provided to S&P in connection with theIssuer's request to S&P to confirm its Initial Rating of the Secured Notes pursuant to Section10.10, such file shall include a separate breakdown of the Aggregate Principal Balance andidentity of all Collateral Obligations with respect to which the Issuer has entered into a bindingcommitment to acquire but with respect to which no settlement has occurred.

"S&P Industry Classifications": The meaning specified in Schedule 2 to thisIndenture.

"S&P Minimum Weighted Average Recovery Rate Test": A test that will besatisfied on any date of determination if the S&P Weighted Average Recovery Rate for the

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Highest Ranking S&P Class A-1-R Notes equals or exceeds the weighted average recovery rateof such Class in the Recovery Rate Set selected (or deemed to have been selected) by theCollateral Manager pursuant to the definition of "S&P CDO Monitor."

"S&P Rating": The meaning specified in Schedule 5.

"S&P Rating Condition": With respect to any action taken or to be taken by or onbehalf of the Issuer, a condition that is satisfied if S&P has specifically confirmed in writing,including by electronic messages, facsimile, press release or posting to its internet website (orhas declined to undertake a review of such action by such means), to the Issuer, the Trustee andthe Collateral Manager that no immediate withdrawal or reduction with respect to itsthen-current rating of any Class of Secured Notes will occur as a result of such action; providedthat if S&P (a) makes a public announcement or informs the Issuer, the Collateral Manager orthe Trustee that (i) it believes the S&P Rating Condition is not required with respect to an actionor (ii) its practice or policy is to not give such confirmations, or (b) no longer constitutes aRating Agency under the Indenture, the S&P Rating Condition will not apply to such action.

"S&P Rating Failure": The meaning specified in Section 7.17(d).

"S&P Recovery Amount": With respect to any Collateral Obligation, an amountequal to:

(i) the applicable S&P Recovery Rate; multiplied by

(ii) the Principal Balance of such Collateral Obligation.

"S&P Recovery Rate": With respect to a Collateral Obligation, the recovery ratedetermined in the manner set forth in Schedule 5 using the initial rating of each Class of Secured Notes (other than the Class A-21-R Notes).

"S&P Weighted Average Recovery Rate": As of any date of determination, thenumber, expressed as a percentage and determined for the Highest Ranking S&P Class A-1-R Notes, obtained by summing the products obtained by multiplying the Principal Balance of eachCollateral Obligation (excluding any Defaulted Obligation) by its corresponding recovery rate asdetermined in accordance with Schedule 5 hereto, dividing such sum by the Aggregate PrincipalBalance of all Collateral Obligations (excluding any Defaulted Obligations), and rounding to thenearest tenth of a percent.

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

"Sale Proceeds": All proceeds (excluding accrued interest, if any) received withrespect to Assets as a result of sales of such Assets less any reasonable expenses incurred by theCollateral Manager, the Trustee or the Collateral Administrator (other than amounts payable asAdministrative Expenses) in connection with such sales.

"Scheduled Distribution": With respect to any Pledged Obligation, for each DueDate, the scheduled payment of principal and/or interest due on such Due Date with respect to

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"Senior Management Fee Interest": Interest on any accrued and unpaid SeniorManagement Fee and Deferred Senior Management Fee, which shall accrue at the rate ofthree-month LIBOR plus 0.20% for the period from (and including) the date on which such feesshall be payable or, if not paid, the date on which it was deferred, through (but excluding) thedate of payment thereof (calculated on the basis of a 360 day year and the actual number of dayselapsed).

"Senior Secured Loan": Any assignment of, or Participation Interest in or otherinterest in a loan that (a) is secured by a first priority perfected security interest or lien onspecified collateral (subject to customary exemptions for permitted liens, including, withoutlimitation, any tax liens), (b) has the most senior pre-petition priority (including pari passu withother obligations of the obligor) in any bankruptcy, reorganization, arrangement, insolvency,moratorium or liquidation proceedings and (c) by its terms is not permitted to becomesubordinate in right of payment to any other obligation of the obligor thereof. For the avoidance of doubt, except as otherwise may be expressly set forth in this Indenture, First-Lien Last-Out Loans will constitute Senior Secured Loans for all purposes under this Indenture.

"Similar Law": Any federal, state, local, non-U.S. or other law or regulation thatcould cause the underlying assets of the Issuer to be treated as assets of the investor in any Note(or any interest therein) by virtue of its interest and thereby subject the Issuer or the CollateralManager (or other persons responsible for the investment and operation of the Issuer's assets) toany Other Plan Law.

"Special Redemption": The meaning specified in Section 9.7.

"Special Redemption Amount": The meaning specified in Section 9.7.

"Special Redemption Date": The meaning specified in Section 9.7.

"Specified Event": With respect to any Collateral Obligation with an S&P Ratingof "CCC-" pursuant to clause (c)(iv) of the definition thereof (provided that the AggregatePrincipal Balance of all such Collateral Obligations exceeds 10% of the Target Initial ParAmount) and any Collateral Obligation that is the subject of a credit estimate, private rating orconfidential rating by S&P, the occurrence of any of the following events of which the Issuer orthe Collateral Manager has actual knowledge:

the non-payment of interest or principal due and payable with respect to(a)such Collateral Obligation;

the rescheduling of any interest or principal in any part of the capital(b)structure of the related Obligor; or

any restructuring of the debt represented by such Collateral Obligation.(c)

"Standby Directed Investment": The meaning specified in Section 10.6(a).

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"Stated Maturity": With respect to any Collateral Obligation, the maturity datespecified in such Collateral Obligation or applicable Underlying Instrument; and with respect tothe Notes of any Class, the date specified as such in Section 2.3.

"Step-Down Obligation": Any obligation the underlying instruments of whichcontractually mandate decreases in coupon payments or spread over time (in each case other thandecreases that are conditioned upon an improvement in the creditworthiness of the Obligor orchanges in a pricing grid or based on improvements in financial ratios or other similar coupon orspread reset features); provided, that an obligation or security providing for payment of aconstant rate of interest at all times after the date of acquisition by the Issuer shall not constitutea Step-Down Obligation.

"Step-Up Obligation": Any obligation which provides for an increase, in the caseof a Fixed Rate Obligation, in the per annum interest rate on such Collateral Obligation or, in thecase of a Collateral Obligation which bears interest at a floating rate, in the spread over thatapplicable index or benchmark rate, solely as a function of the passage of time; provided, that anobligation or security providing for payment of a constant rate of interest at all times after thedate of acquisition by the Issuer shall not constitute a Step-Up Obligation.

"Structured Finance Obligation": Any obligation of a special purpose vehiclesecured directly by, referenced to, or representing ownership of, a pool of receivables or otherassets, including collateralized debt obligations and single-asset repackages.

"Subordinated Management Fee": The fee payable to the Collateral Manager inarrears on each Payment Date and any Redemption Date pursuant to the Collateral ManagementAgreement and the Priority of Payments, [(x) at any time other than during a Management FeeStep-Down Period or a Management Fee Step-Up Period,] 0.30% per annum, [(y) during aManagement Fee Step-Down Period, [•]0.20% per annum and (z) during a Management FeeStep-Up Period, [•]0.325% per annum, in each case] (calculated on the basis of a 360-day yearand the actual number of days elapsed during the related Interest Accrual Period) of the FeeBasis Amount measured as of the first day of the Collection Period relating to such PaymentDate.

"Subordinated Notes": The subordinated notes issued pursuant to this Indentureand having the characteristics specified in Section 2.3.

"Subordinated Notes Internal Rate of Return": An annualized internal rate ofreturn (computed using the "XIRR" function in Microsoft® Excel 2002 or an equivalent functionin another software package) on an investment in the Subordinated Notes (assuming a purchaseprice of 97.5% with respect to the Subordinated Notes issued on the Closing Date), stated on aper annum basis, based on the following cash flows from and after the Closing Date:

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

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

"Weighted Average Fixed Coupon": As of any Measurement Date, a number(expressed as a percentage) obtained by:

(i) for each Fixed Rate Obligation, multiplying the stated interest coupon(a)paid in Cash on such Collateral Obligation by the Principal Balance of such CollateralObligation, (ii) summing the amounts determined pursuant to clause (i), and (iii) dividingthe sum determined pursuant to clause (ii) by the Aggregate Principal Balance of theFixed Rate Obligations as of such Measurement Date; and

to the extent that the amount obtained in clause (a) is insufficient to satisfy theMinimum Fixed Coupon Test, adding to such amount the Excess Weighted Average FloatingSpread.

"Weighted Average Floating Spread": As of any Measurement Date, a fraction(expressed as a percentage) obtained by (i) with respect to any Collateral Obligation, multiplyingthe Principal Balance of each floating rate Collateral Obligation held by the Issuer as of suchMeasurement Date by its Effective Spread, (ii) summing the amounts determined pursuant toclause (i), (iii) dividing the sum determined pursuant to clause (ii) by the Aggregate PrincipalBalance of all such floating rate Collateral Obligations held by the Issuer as of suchMeasurement Date, and (iv) if the result obtained in clause (iii) is less than the minimumpercentage necessary to pass the Minimum Floating Spread Test, adding to such sum the amountof the Excess Weighted Average Fixed Coupon, if any, as of such Measurement Date; provided,that Defaulted Obligations will not be included in the calculation of the Weighted AverageFloating Spread.

"Weighted Average Life": As of any Measurement Date, with respect to eachCollateral Obligation (for the avoidance of doubt, excluding any Defaulted Obligation and anyEquity Security) the number obtained by (i) summing the products obtained by multiplying (a)the Average Life at such time of each such Collateral Obligation by (b) the Principal Balance ofsuch Collateral Obligation and (ii) dividing such sum by the Aggregate Principal Balance at suchtime of all Collateral Obligations (for the avoidance of doubt, excluding any DefaultedObligation and any Equity Security).

"Weighted Average Life Test": A test satisfied on any date of determination ifthe Weighted Average Life of all Collateral Obligations as of such date is less than or equal tothe value in the column entitled "Weighted Average Life Value" in the table belowcorresponding to the immediately preceding Payment Date (or prior to the first Payment Date,the Refinancing Date).

DateWeighted Average Life

ValueRefinancing Date [•]9.00

Payment Date in [•]July 2018 [•]9.00Payment Date in [•]October 2018 [•]8.75

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Payment Date in [•]January 2019 [•]8.50Payment Date in [•]April 2019 [•]8.25Payment Date in [•]July 2019 [•]8.00

Payment Date in [•]October 2019 [•]7.75Payment Date in [•]January 2020 [•]7.50Payment Date in [•]April 2020 [•]7.25Payment Date in [•]July 2020 [•]7.00

Payment Date in [•]October 2020 [•]6.75Payment Date in [•]January 2021 [•]6.50Payment Date in [•]April 2021 [•]6.25Payment Date in [•]July 2021 [•]6.00

Payment Date in [•]October 2021 [•]5.75Payment Date in [•]January 2022 [•]5.50Payment Date in [•]April 2022 [•]5.25Payment Date in [•]July 2022 [•]5.00

Payment Date in [•]October 2022 [•]4.75Payment Date in [•]January 2023 [•]4.50Payment Date in [•]April 2023 [•]4.25Payment Date in [•]July 2023 [•]4.00

Payment Date in [•]October 2023 [•]3.75Payment Date in [•]January 2024 [•]3.50Payment Date in [•]April 2024 [•]3.25Payment Date in [•]July 2024 [•]3.00

Payment Date in [•]October 2024 [•]2.75Payment Date in [•]January 2025 [•]2.50Payment Date in [•]April 2025 [•]2.25Payment Date in [•]July 2025 [•]2.00

Payment Date in [•]October 2025 [•]1.75Payment Date in [•]January 2026 [•]1.50Payment Date in [•]April 2026 [•]1.25

Payment Date in July 2026 1.00Payment Date in October 2026 0.75Payment Date in January 2027 0.50Payment Date in April 2027 0.25Payment Date in July 2027 0.00

"Zero-Coupon Security": Any Collateral Obligation that at the time of purchasedoes not by its terms provide for the payment of cash interest; provided, that if, after suchpurchase such Collateral Obligation provides for the payment of cash interest, it will cease to bea Zero-Coupon Security.

Assumptions as to Pledged Obligations. Unless otherwiseSection 1.2specified, the assumptions described below shall be applied in connection with all calculationsrequired to be made pursuant to this Indenture with respect to Scheduled Distributions on anyPledged Obligation, or any payments on any other assets included in the Assets, with respect tothe sale of and reinvestment in Collateral Obligations, and with respect to the income that can be

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Notes sold to certain persons who are not U.S. persons in offshore transactions in relianceon Regulation S, shall be issued in the form of definitive, fully registered notes withoutinterest coupons substantially in the form of Exhibit A3 hereto (each, a "Certificated Secured Note"), which shall be registered in the name of the beneficial owner or anominee thereof, duly executed by the Issuer and authenticated by the Trustee ashereinafter provided. Subordinated Notes sold to persons that are IAI/QPs, and anySubordinated Notes sold to a QIB/QP that so elects and notifies the Issuer and the InitialPurchaser, and, at the election of the Issuer, Subordinated Notes sold to certain personswho are not U.S. persons in offshore transactions in reliance on Regulation S, shall beissued in the form of definitive, fully registered notes without coupons substantially inthe form of Exhibit A4 hereto (each, a "Certificated Subordinated Note") which shall beregistered in the name of the beneficial owner or a nominee thereof, duly executed by theIssuer and authenticated by the Trustee as hereinafter provided.

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

Book Entry Provisions. This Section 2.2(c) shall apply only to Global(c)Notes deposited with or on behalf of DTC. The provisions of the "Operating Procedures of theEuroclear System" of Euroclear and the "Terms and Conditions Governing Use of Participants"of Clearstream, respectively, will be applicable to the Global Notes insofar as interests in suchGlobal Notes are held by the Agent Members of Euroclear or Clearstream, as the case may be.

Agent Members and owners of beneficial interests in Global Notes shall(d)have no rights under this Indenture with respect to any Global Notes held by the Trustee, ascustodian for DTC and DTC may be treated by the Co-Issuers, the Trustee, and any agent of theCo-Issuers or the Trustee as the absolute owner of such Note for all purposes whatsoever.Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers, the Trustee, or anyagent of the Co-Issuers or the Trustee, from giving effect to any written certification, proxy orother authorization furnished by DTC or impair, as between DTC and its Agent Members, theoperation of customary practices governing the exercise of the rights of a Holder of any Note.

Certificated Securities. Except as provided in Section 2.11, owners of(e)beneficial interests in Global Notes shall not be entitled to receive physical delivery of DefinitiveNotes.

Authorized Amount; Stated Maturity; Denominations. (a) TheSection 2.3aggregate principal amount of the Notes that may be authenticated and delivered under thisIndenture is limited to U.S.$[509,100,000519,100,000] aggregate principal amount of Notes(except for (i) Additional Notes issued pursuant to Section 2.4 and (ii) Notes issued pursuant tosupplemental indentures in accordance with Article 8).

Such Notes shall be divided into the Classes, having the designations, originalprincipal amounts and other characteristics as follows:

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Notes

Class Designation A B-1 B-2 C D E SubordinatedOriginal PrincipalAmounti

$310,000,000 $45,000,000 $20,000,000 $35,000,000 $25,000,000 $25,000,000 $49,100,000

Stated Maturity(Payment Date in)

April 2027 April 2027 April 2027 April 2027 April 2027 April 2027 AprilJuly20272030

Index LIBOR LIBOR N/A LIBOR LIBOR LIBOR N/AIndex Maturityiii 3 month 3 month N/A 3 month 3 month 3 month N/AInterest Rate LIBOR +

1.58%LIBOR +

2.50%3.88% LIBOR +

3.35%LIBOR +

4.95%LIBOR +

7.85%N/A

Initial Rating(s):Moody's "Aaa(sf)" "Aa1(sf)" "Aa1(sf)" "A2(sf)" "Baa3(sf)" "Ba3(sf)" N/AS&P "AAA(sf)" N/A N/A N/A N/A N/A N/ARanking:Pari Passu Class None B-2 B-1 None None None NonePriority Classes None A A A, B A, B, C A, B, C, D A, B, C, D,EJunior Classes B, C, D, E,

Subordinated C, D, E,

SubordinatedC, D, E,

SubordinatedD, E,

SubordinatedE,

SubordinatedSubordinated None

Listed Notes Yes Yes Yes Yes Yes No NoDeferred InterestNotes

No No No Yes Yes Yes N/A

ERISA RestrictedNotes

No No No No No Yesii Yesii

ApplicableIssuer(s)

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

i The spread over LIBOR (or Note Interest Rate in the case of the Fixed Rate Notes) with respect to any Class ofRe-Pricing Eligible Secured Notes may be reduced in connection with a Re-Pricing of such Class of SecuredNotes, subject to the conditions set forth in Section 9.9.

ii The Class E Notes and the Subordinated Notes, subject to certain limitations, shall be available to Benefit PlanInvestors and Controlling Persons subject to the restrictions set forth in Section 2.6.

iii LIBOR for the first portion of the first Interest Accrual Period shall be calculated by reference to aninterpolation between the rate for deposits with a term equal to the next shorter period of time for which ratesare available and the rate appearing for deposits with a term equal to the next longer period of time for whichrates are available, in accordance with the definition of LIBOR set forth in Exhibit C hereto.

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i The spread over LIBOR with respect to any Class of Re-Pricing Eligible Secured Notes may be reduced inconnection with a Re-Pricing of such Class of Secured Notes, subject to the conditions set forth in Section 9.9.

ii The Class E-R Notes and the Class F-R Notes, subject to certain limitations, shall be available to Benefit PlanInvestors and Controlling Persons subject to the restrictions set forth in Section 2.6.

iii [LIBOR for the first portion of the first Interest Accrual Period shall be calculated by reference to an interpolation between the rate for deposits with a term equal to the next shorter period of time for which rates are available and the rate appearing for deposits with a term equal to the next longer period of time for which rates are available1-month LIBOR, in accordance with the definition of LIBOR set forth in Exhibit C hereto.]

The Class A Notes, the Class B Notes, the Class C Notes, the Class D(b)Notes and the Income Notes will be issued in minimum denominations of U.S.$250,000 andintegral multiples of U.S.$1.00 in excess thereof and the Class E Notes, the Class F-R Notes andthe Subordinated Notes will be issued in minimum denominations of U.S.$[•]590,000 andintegral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations"); provided,that solely in connection with a transfer of Subordinated Notes after the Closing Date, theminimum denominations of such Notes subject to any such transfer may be less thanU.S.$[•]590,000 if, after giving effect to such transfer (which transfer, for the avoidance ofdoubt, shall be to a single transferee), either (i) the transferor owns $0 in aggregate principalamount of such Notes or (ii) the transferee and (unless such transfer is being made to the IncomeNote Issuer) the transferor owns at least U.S.$[•]590,000 in aggregate principal amount of suchNotes.

Refinancing Notes

Class Designation A-1-R A-2-R B-R C-R D-R E-R F-ROriginalPrincipalAmounti

$[•]302,500,000

$[•]25,000,000

$[•]52,500,000

$[•]33,750,000

$[•]26,250,000

$[•]20,000,000

$[•]10,000,000

Stated Maturity(Payment Datein)

[•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030 [•]July 2030

Index LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR LIBORIndex Maturityiii 3 month 3 month 3 month 3 month 3 month 3 month 3 monthInterest Rate LIBOR +

[•]1.02%LIBOR +[•]1.35%

LIBOR +[•]1.60%

LIBOR +[•]1.80%

LIBOR +[•]2.85%

LIBOR +[•]5.40%

LIBOR +[•]8.09%

Initial Rating(s):Moody's ["Aaa(sf)"] ["Aaa(sf)"] N/A N/A N/A N/A ["B3 (sf)"]S&P ["AAA(sf)"] N/A ["AA(sf)"] ["A(sf)"] ["BBB-(sf)"] ["BB-(sf)"] N/ARanking:Pari Passu Class None None None None None None NonePriority Classes None A-1 A A, B A, B, C A, B, C, D A, B, C, D, EJunior Classes A-2-R, B-R,

C-R, D-R,E-R, F-R,

Subordinated

B-R, C-R,D-R, E-R,

f-R,Subordinated

C-R, D-R,E-R, F-R,

Subordinated

D-R, E-R,F-R,

Subordinated

E-R, F-R,Subordinated

F-R,Subordinated

Subordinated

Listed Notes Yes Yes Yes Yes Yes No NoDeferred InterestNotes

No No No Yes Yes Yes Yes

ERISARestricted Notes

No No No No No Yesii Yesii

ApplicableIssuer(s)

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

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Notes or interest therein, it is not, and is not acting on behalf of, a Benefit Plan Investoror a Controlling Person and (2)(a) if it is, or is acting on behalf of, a Benefit Plan Investorand it acquired Global Class E Notes, Global Class F-R Notes or Global SubordinatedNotes on the Closing Date or the Refinancing Date with the consent of the Issuer andprovided certain ERISA-related representations, its acquisition, holding and dispositionof such Notes will not constitute or result in a non-exempt prohibited transaction underSection 406 of ERISA or Section 4975 of the Code and (b) if it is a governmental,church, non-U.S. or other plan, (i) it is not, and for so long as it holds such Notes orinterest therein will not be, subject to any Similar Law and (ii) its acquisition, holdingand disposition of such Notes will not constitute or result in a non-exempt violation ofany Other Plan Law. The Issuer and the Trustee shall be required to assume that aninterest in a Global Class E Note, Global Class F-R Note or a Global Subordinated Notepurchased by a Benefit Plan Investor or a Controlling Person on the Closing Date or theRefinancing Date with the prior written consent of the Issuer is being held by a BenefitPlan Investor or Controlling Person, respectively, until the Stated Maturity, or earlier dateof redemption, of the Class E Notes or the Class F-R Notes, as applicable; provided thatsuch requirement shall cease to apply with respect to the amount of any such interestsubsequently transferred by the purchaser that purchased such interest with the priorwritten consent of the Issuer if, in connection with such transfer, (1) such purchaser thatpurchased such interest with the prior written consent of the Issuer delivers a transferorcertificate to the Trustee and (2) the transferee delivers a transferee certificate to theTrustee in which it certifies that it is not a Benefit Plan Investor or a Controlling Person,as the case may be.

Each purchaser or transferee of Class E Notes, Class F-R Notes or(iii)Subordinated Notes represented by an interest in a Certificated Note shall be required tocomplete and deliver to the Issuer and the Trustee, a subscription agreement containingERISA related representations, warranties and covenants in form and substancesatisfactory to the Initial Purchaser.

If a Purchaser or transferee is a Benefit Plan Investor it will be deemed to (iv)or will represent and warrant to the Issuer, on each day from the date on which it acquires a Note or interest through and including the date on which it disposes of such Note or interest, and at any time when regulation 29 C.F.R. Section 2510.3-21, as modified in 2016, is applicable, that (a) the fiduciary making the decision to invest in the Note on its behalf (the "Independent Fiduciary") is a bank, insurance carrier, registered investment adviser, broker-dealer or other person with financial expertise, in each case as described in 29 C.F.R. Section 2510.3-21(c)(1)(i); (b) the Independent Fiduciary is an independent plan fiduciary within the meaning of 29 C.F.R. Section 2510.3-21(c); (c) the Independent Fiduciary is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; (d) the Independent Fiduciary is responsible for exercising independent judgment in evaluating the acquisition, holding and disposition of the Note; and (e) neither it nor the Independent Fiduciary is paying or has paid any fee or other compensation to any of the Issuer, the Co-Issuer, the Trustee, the Refinancing Initial Purchaser, the Collateral Manager or any affiliate thereof for investment advice (as opposed to other services) in connection with its acquisition or holding of the Note. In addition, if it is a Benefit Plan Investor, it will

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be deemed to acknowledge and agree that the Independent Fiduciary (x) understands that none of the Issuer, the Co-Issuer, the Trustee, the Refinancing Initial Purchaser, the Collateral Manager or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, impartial investment advice and they are not giving any advice in a fiduciary capacity, in connection with its acquisition or holding of the Note and (y) has received and understands the disclosure of the existence and nature of the financial interests contained in the offering circular and related materials.

The Trustee shall not be responsible for ascertaining whether any transfer(d)complies with, or for otherwise monitoring or determining compliance with, the requirements orterms of the Securities Act, applicable state securities laws, ERISA, the Code or the InvestmentCompany Act; except that if a certificate is specifically required by the terms of this Section 2.6to be provided to the Trustee by a prospective transferor or transferee, the Trustee shall be undera duty to receive and examine the same to determine whether it conforms substantially on itsface to the applicable requirements of this Section 2.6. Notwithstanding the foregoing, theTrustee, relying solely on representations made or deemed to have been made by Holders of theClass E Notes, the Global Class F-R Notes and the Subordinated Notes, shall not knowinglypermit any transfer of Class E Notes, Class F-R Notes or Subordinated Notes if such transferwould result in 25% or more of the Aggregate Outstanding Amount of the Class E Notes, ClassF-R Notes or the Subordinated Notes being held by Benefit Plan Investors, as calculatedpursuant to the Plan Asset Regulations.

For so long as any of the Notes are Outstanding, the Issuer shall not issue(e)or permit the transfer of any shares of the Issuer to U.S. persons and the Co-Issuer shall not issueor permit the transfer of any shares of the Co-Issuer to U.S. persons; provided, that this clauseshall not apply to issuances and transfers of the Subordinated Notes.

So long as a Global Note remains Outstanding and is held by or on behalf(f)of DTC, transfers of such Global Note, in whole or in part, shall only be made in accordancewith Section 2.2(b) and this Section 2.6(f), and, in the case of Subordinated Notes, Section2.6(g).

Subject to clauses (ii) and (iii) of this Section 2.6(f), transfers of a Global(i)Note shall be limited to transfers of such Global Note in whole, but not in part, tonominees of DTC or to a successor of DTC or such successor's nominee.

Rule 144A Global Secured Note or Certificated Secured Note for (ii)Regulation S Global Secured Note. If a holder of a beneficial interest in a Rule 144AGlobal Secured Note deposited with DTC or a Holder of a Certificated Secured Notewishes at any time to exchange its interest in such Rule 144A Global Secured Note orCertificated Secured Note for an interest in the corresponding Regulation S GlobalSecured Note, or to transfer its interest in such Rule 144A Global Secured Note orCertificated Secured Note to a Person who wishes to take delivery thereof in the form ofan interest in the corresponding Regulation S Global Secured Note, such holder, providedsuch holder or, in the case of a transfer, the transferee is not a U.S. person and isacquiring such interest in an offshore transaction, may, subject to the immediately

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knowledge of such administrative error or omission (irrespective of whether the cause of suchadministrative error or omission has been determined);

a default in the payment, when due and payable, of any principal of, or(b)interest or Deferred Interest on, or any Redemption Price in respect of, any Secured Note at itsStated Maturity or on any Redemption Date (unless such redemption has been withdrawnpursuant to Section 9.5(b)); provided that, in the case of a default resulting from a failure todisburse due to an administrative error or omission by the Collateral Manager, the Trustee, theCollateral Administrator, the Administrator, the Registrar or any Paying Agent, such default willnot be an Event of Default unless such failure continues for ten Business Days after a TrustOfficer of the Trustee receives written notice or has actual knowledge of such administrativeerror or omission (irrespective of whether the cause of such administrative error or omission hasbeen determined); provided, further, that the failure to effect any Optional Redemption(including a Partial Redemption by Refinancing) which is withdrawn by the Issuer or withrespect to which any Refinancing fails to occur will not constitute an Event of Default;

without limiting the applicability of clause (a) or (b) above, the failure on(c)any Payment Date to disburse amounts available in the Payment Account in accordance with the Priority of Payments, which failure (i) (A) continues for two Payment Dates after notice of such failure has been given to the Issuer by the Trustee or to the Issuer, the Trustee and the Collateral Manager by a Majority of the Controlling Class and (B) is the result of a failure to disburse at least $250,000 and less than $500,000 or (ii) (A) is the result of the failure to disburse at least $500,000 and (B) is incapable of remedy or, if capable of remedy, is not remedied within 30 days after notice of such default or failure has been given to the Issuer by the Trustee or to the Issuer, the Trustee and the Collateral Manager by a Majority of the Controlling Class (or, if such failure can only be remedied on a Payment Date, is not remedied by the later of the 30 day period specified above and the next Payment Date); provided that, if such failure has not been remedied within the period specified above (or the next Payment Date, as applicable) it shall not constitute an Event of Default if corrective action is instituted within such specified period (or before the next Payment Date, as applicable) and is diligently pursued until the failure has been remedied;excess of (i) $25,000, in the case of any amounts due and payable in respect of (A) any principal of, or interest (or Deferred Interest, or any accrued and unpaid interest on such Deferred Interest) on, or any Redemption Price in respect of, any Secured Note or (B) taxes, governmental fees, filing and registration fees and registered office fees owing by the Issuer or the Co-Issuer, as applicable, or (ii) $250,000, in all other cases, in each case, in accordance with the order of priority stated in Section 11.1 and the continuation of such failure for seven Business Days; provided that, in the case of a default resulting from a failure to disburse due to an administrative error or omission by the Collateral Manager, the Trustee, the Collateral Administrator, the Administrator, the note registrar of the Issuer or any Paying Agent, such default will not be an Event of Default unless such failure continues for ten Business Days after a Trust Officer of the Trustee receives written notice or has actual knowledge of such administrative error or omission (irrespective of whether the cause of such administrative error or omission has been determined);

either of the Co-Issuers or the Assets becomes an investment company(d)required to be registered under the Investment Company Act and such requirement has not beeneliminated after a period of 45 days;

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except as may be permitted hereby or by the Collateral Management Agreement, (B)except as permitted by this Indenture, permit any lien, charge, adverse claim, securityinterest, mortgage or other encumbrance (other than the lien of this Indenture) to becreated on or extend to or otherwise arise upon or burden any part of the Assets, anyinterest therein or the proceeds thereof, or (C) except as permitted by this Indenture, takeany action that would permit the lien of this Indenture not to constitute a valid firstpriority security interest in the Assets;

amend the Collateral Management Agreement except pursuant to the(v)terms thereof and Article 15 of this Indenture;

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

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

permit the formation of any subsidiaries (other than, in the case of the(viii)Issuer, the Co-Issuer and any Issuer Subsidiary);

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

have any employees (other than directors, members or managers to the(x)extent they are employees);

elect to be treated for U.S. federal income tax purposes as a foreign(xi)corporation;

establish a branch, agency, office or place of business in the United States;(xii)

solicit, advertise or publish the Issuer's ability to enter into credit(xiii)derivatives;

register as or become subject to regulatory supervision or other legal(xiv)requirements under the laws of any country or political subdivision thereof as a bank,insurance company or finance company;

knowingly take any action that would reasonably be expected to cause it(xv)to be treated as a bank, insurance company or finance company for purposes of (i) anytax, securities law or other filing or submission made to any governmental authority, (ii)any application made to a rating agency or (iii) qualification for any exemption from tax,securities law or any other legal requirements;

hold itself out to the public as a bank, insurance company or finance(xvi)company; and

(A) in the case of the Issuer, transfer its membership interest in the(xvii)Co-Issuer so long as any Secured Notes are Outstanding or (B) in the case of the

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Co-Issuer, permit the transfer of any of its membership interests so long as any SecuredNotes are Outstanding; and

engage in securities lending.(xviii)

The Co-Issuer shall not invest any of its assets in "securities" as such term(a)is defined in the Investment Company Act, and shall keep all of its assets in Cash.

Notwithstanding anything to the contrary contained herein, the Issuer shall(b)not, and shall use its commercially reasonable efforts to ensure that the Collateral Manageracting on the Issuer's behalf does not, acquire or own any asset, conduct any activity or take anyaction unless the acquisition or ownership of such asset, the conduct of such activity or thetaking of such action, as the case may be, would not cause the Issuer to be engaged, or deemed tobe engaged, in a trade or business within the United States for United States federal income taxpurposes or otherwise to be subject to United States federal income tax on a net basis; provided,however, that the Issuer shall not be considered to have violated the obligations in this Section7.8(c) if it has complied with Section 7.8(d).

In furtherance and not in limitation of Section 7.8(c), notwithstanding(c)anything to the contrary contained herein, the Issuer shall comply with all of the provisions setforth in the Tax Guidelines; provided that the Issuer (or the Collateral Manager acting on itsbehalf) may take an action that is not permitted by such Tax Guidelines if (x) such action isotherwise permitted under the Collateral Management Agreement and this Indenture and (y) theCollateral Manager has received an opinion or written advice of Dechert LLP or Paul HastingsLLP or an opinion of other tax counsel of nationally recognized standing in the United Statesexperienced in such matters that, under the relevant facts and circumstances with respect to suchtransaction, the Collateral Manager's failure to comply with the Tax Guidelines will not causethe Issuer to be treated as engaged in a trade or business in the United States for U.S. federalincome tax purposes or otherwise to be subject to U.S. federal income tax on a net basis.

The Issuer and the Co-Issuer shall not be party to any agreements(d)(including Hedge Agreements) without including customary "non-petition" and "limitedrecourse" provisions therein (and shall not amend or eliminate such provisions in any agreementto which it is party), except for any agreements related to the purchase and sale of any CollateralObligations or Eligible Investments which contain customary (as determined by the CollateralManager in its sole discretion) purchase or sale terms or which are documented using customary(as determined by the Collateral Manager in its sole discretion) loan trading documentation.

The Issuer shall not acquire or hold any debt obligations in bearer form(e)(other than securities not required to be in registered form under Section 163(f)(2)(A) of theCode).

The Issuer shall not fail to have at least one independent director and the(f)Co-Issuer shall not fail to maintain an independent manager under its limited liability companyagreement.

Statement as to Compliance. On or before July 17th in eachSection 7.9calendar year, commencing in 2017, or immediately if there has been a Default under this

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necessary in order for a Re-Pricing or Refinancing not to be subject to, or not cause theCollateral Manager or any other sponsor to violate, any Risk Retention Rules;

otherwise to correct any inconsistency or cure any ambiguity, omission or(ix)errors in this Indenture or to conform the provisions of this Indenture to the OfferingCircular;

with the consent of a Majority of the Controlling Class and a Majority of(x)the Subordinated Notes, to amend, modify, enter into or accommodate the execution ofany Hedge Agreement; provided that such supplemental indenture may not amend therequirements applicable to Hedge Agreements set forth in Article 16;

to take any action advisable, necessary or helpful (1) to prevent the Issuer,(xi)any Issuer Subsidiary, or the holders of any Class of Notes from becoming subject to (orto otherwise minimize) withholding or other taxes, fees or assessments, or to reduce therisk that the Issuer may be treated as engaged in a trade or business within the UnitedStates for U.S. federal income tax purposes or otherwise subject to U.S. federal, state orlocal income tax on a net income basis or (2) for any Bankruptcy SubordinationAgreement; and to (A) issue a new Note or Notes in respect of, or issue one or more newsub-classes of, any Class of Notes, in each case with new identifiers (including CUSIPs,ISINs and Common Codes, as applicable), in connection with any BankruptcySubordination Agreement; provided that any sub-class of a Class of Notes issuedpursuant to this clause (xi)(2) shall be issued on identical terms as, and rank pari passu inall respects with, the existing Notes of such Class and (B) provide for procedures underwhich beneficial owners of such Class that are not subject to a Bankruptcy SubordinationAgreement may take an interest in such new Note(s) or sub-class(es);

to modify the procedures herein relating to compliance with Rule 17g-5 of(xii)the Exchange Act;

to evidence any waiver or elimination by any Rating Agency of any(xiii)requirement or condition of such Rating Agency set forth herein; provided that prior to the satisfaction of the Controlling Class Condition, a Majority of the Class A-1-R Notes have not objected to such supplemental indenture within 15 Business days of notice thereof;

to conform to ratings criteria and other guidelines (including any(xiv)alternative methodology published by any of the Rating Agencies) relating to collateraldebt obligations in general published by either of the Rating Agencies; provided thatprior to the satisfaction of the Controlling Class Condition, a Majority of the Controlling Class or a Majority of the Subordinated Notes have not objected to such supplemental indenture within [10] Business Days of notice thereofthe Moody's Rating Condition or the S&P Rating Condition, as applicable, is satisfied with respect to such amendment or modification;

to amend, modify or otherwise accommodate changes to Section 7.13(xv)relating to the administrative procedures for reaffirmation of ratings on the Notes;

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described in clause (y) below) and the definitions related thereto which affect thecalculation thereof; provided that written consent has been obtained from a Majority ofthe Controlling Class and a Majority of the Subordinated Notes and notice is provided toeach Rating Agency, and (xy) solely with respect to the changes to the Asset QualityMatrix and the definitions related thereto, (1) the Moody's Rating Condition is satisfiedwith respect to such amendment or modification and (2) prior to the satisfaction of the Controlling Class Condition, written consent has been obtained from a Majority of the Controlling Class;

to take any action advisable, necessary or helpful (A) to prevent the(xxiii)Co-Issuers from becoming subject to (or to otherwise minimize) withholding or othertaxes, fees or assessments, including by complying with FATCA, (B) with the consent ofa Majority of the Subordinated Notes, to reduce the risk that the Issuer may be treated asa publicly traded partnership taxable as a corporation for U.S. federal income taxpurposes or subject to tax liability under Section 1446 of the Code, or (C) to reduce therisk that the Issuer or the Income Note Issuer may be treated as engaged in a trade orbusiness within the United States for U.S. federal income tax purposes or otherwisesubject to U.S. federal, state or local tax on a net income basis;

to enter into any additional agreements not expressly prohibited by the(xxiv)Indenture as well as any amendment, modification or waiver; provided that (A) any suchadditional agreements include customary limited recourse and non-petition provisionsand (B) unless such modification or amendment would not have a material adverse effect on any Class of Notes, if a Majority of the Controlling Class and/or a Majority ofSubordinated Notes has objected to such supplemental indenture, consent to suchsupplemental indenture has been obtained subsequent to such objection from a Majorityof the Controlling Class and/or Majority of the Subordinated Notes, as applicable; or

to change the base rate component of the Note Interest Rate applicable to(xxv)the Floating Rate Notes from LIBOR to the Alternative Index and to make such otheramendments as are necessary or advisable in the reasonable judgment of the CollateralManager to facilitate such change.

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

A supplemental indenture entered into for any purpose other than the purposesprovided for in this Section 8.1 shall require the consent of the Holders of Notes as required inSection 8.2.

Supplemental Indentures with Consent of Holders of Notes.Section 8.2(a) With the consent of a Majority of each Class of Notes (including, for the avoidance of doubt,the Subordinated Notes) materially and adversely affected thereby and subject to therequirements provided in this Section 8.2 and Section 8.3, the Trustee and the Co-Issuers may

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modify any of the provisions of this Indenture in such a manner as to (a)(viii)directly affect the calculation of the amount of any payment of interest or principal onany Secured Note, or any amount available for distribution to the Subordinated Notes(other than in accordance with a Re-Pricing or an Optional Redemption), (b) affect therights of the Holders of Notes to the benefit of any provisions for the redemption of suchNotes contained herein or (c) affect the rights of the Holders of Notes to the benefit ofany provisions relating to the conditions or requirements of a Re-Pricing of such Notes;

amend any of the provisions of this Indenture relating to the institution of(ix)proceedings for certain events of bankruptcy, insolvency, receivership or reorganizationof the Co-Issuers;

modify the restrictions on and procedures for resales and other transfers of(x)Notes (except as provided in Section 8.1(vi)); or

modify any of the provisions of this Indenture in such a manner as to(xi)impose any liability on a Holder to any third party (other than any liabilities set forth inthis Indenture on the Closing Date).

With respect to any supplemental indenture proposed pursuant to this (a)Indenture that requires the consent of any Class of Notes, the consent of a Majority of the Subordinated Notes to such supplemental indenture will be required in addition to the consent of such Class or Classes of Notes prior to the execution of such supplemental indenture. Notwithstanding the foregoing, this paragraph will not reduce the requirement for the consent of each holder of the Subordinated Notes for any proposed supplemental indenture that materially and adversely affects the Subordinated Notes.[Reserved].

It shall not be necessary for any Act of Holders under this Section 8.2 to(b)approve the particular form of any proposed supplemental indenture, but it shall be sufficient ifsuch Act or consent shall approve the substance thereof, so long as the Holders have received acopy of the language to be included in any proposed supplemental indenture.

The Issuer shall not enter into any supplemental indenture pursuant to this(c)Section 8.2, without the prior written consent of such Hedge Counterparty, if any HedgeCounterparty would be materially and adversely affected by such supplemental indenture andnotifies the Issuer and the Trustee thereof.

Promptly after the execution by the Co-Issuers and the Trustee of any(d)supplemental indenture pursuant to this Section 8.2, the Trustee, at the expense of theCo-Issuers, shall deliver to the Holders, the Collateral Manager, and each Rating Agency a copythereof. Any failure of the Trustee to deliver a copy of any supplemental indenture as providedherein, or any defect therein, shall not, however, in any way impair or affect the validity of anysuch supplemental indenture.

The Trustee may conclusively rely upon an Opinion of Counsel (which(e)may be supported as to factual (including financial and capital markets) matters by any relevantcertificates and other documents necessary or advisable in the judgment of the counsel delivering

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Trustee prior to the execution thereof in accordance with the notice requirements of theIndenture. The Issuer will agree that it will not permit to become effective any amendment,waiver or supplement to the Indenture which would (i) increase the duties or liabilities of, reduceor eliminate any right or privilege of (including as a result of an effect on the amount or priorityof any fees or other amounts payable or reimbursable to the Collateral Manager), or adverselychange the economic consequences to, the Collateral Manager, (ii) directly or indirectly modifythe provisions relating to the purchase or sale of Collateral Obligations under the Indenture orthe Investment Criteria described under Article XII, (iii) expand or restrict the CollateralManager's discretion, (iv) adversely affect the Collateral Manager, and the Collateral Managerwill not be bound thereby or (v) in the reasonable belief of the Collateral Manager (based uponthe advice of nationally recognized counsel experienced in such matters, a summary of which isprovided to the Initial Majority Subordinated Noteholder orally or in writing) require theCollateral Manager or any sponsor to acquire any Notes to ensure compliance with any RiskRetention Rules, unless the Collateral Manager has consented in advance thereto in writing.

To the extent the Co-Issuers execute a supplemental indenture or other (g)modification or amendment of this Indenture and one or more other amendment provisions described above also applies, such supplemental indenture or other modification or amendment of this Indenture will be deemed to be a supplemental indenture, modification or amendment pursuant solely to the most relevant clause as determined by the Collateral Manager in its sole discretion regardless of the applicability of any other provision regarding supplemental indentures set forth in this Indenture.[Reserved]

In no case will a supplemental indenture that becomes effective on or after(h)the Redemption Date of any Class of Notes be considered to have a material adverse effect onany Holder of such Class (provided that the redemption of such Class is effected on suchRedemption Date), and no Holder of such Class shall have an objection right or consent right tosuch supplemental indenture on the basis of a material and adverse effect.

Effect of Supplemental Indentures. Upon the execution of anySection 8.4supplemental indenture under this Article 8, this Indenture shall be modified in accordancetherewith, and such supplemental indenture shall form a part of this Indenture for all purposes;and every Holder of Notes theretofore and thereafter authenticated and delivered hereunder shallbe bound thereby.

Reference in Notes to Supplemental Indentures. NotesSection 8.5authenticated and delivered after the execution of any supplemental indenture pursuant to thisArticle 8 may, and if required by the Issuer shall, bear a notice in form approved by the Trusteeas to any matter provided for in such supplemental indenture. If the Applicable Issuers shall sodetermine, new Notes, so modified as to conform in the opinion of the Trustee and theCo-Issuers to any such supplemental indenture, may be prepared and executed by the ApplicableIssuers and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

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ARTICLE IX

REDEMPTION OF NOTES

Mandatory Redemption. If a Coverage Test is not met on anySection 9.1Determination Date on which such Coverage Test is applicable, the Issuer shall apply availableamounts in the Payment Account on the related Payment Date to make payments in accordancewith the Priority of Payments (a "Mandatory Redemption") to the extent required to achievecompliance with such Coverage Tests.

Optional Redemption. (a) The Secured Notes are subject toSection 9.2redemption by the Co-Issuers or the Issuer, as the case may be, in whole but not in part, on anyBusiness Day on or after the end of the Non-Call Period at the written direction of a Majority ofthe Subordinated Notes (an "Optional Redemption") delivered to the Issuer, the Trustee and theCollateral Manager not later than 20 days prior to the proposed Redemption Date (or suchshorter period as agreed to betweenamong a Majority of the Subordinated Notes, the Trustee andthe Collateral Manager but no less than five days prior to the proposed Redemption Date). AMajority of the Subordinated Notes may direct that an Optional Redemption occur by directingthe Collateral Manager to liquidate a sufficient amount of the Assets (a "Redemption by Liquidation") to fully redeem all Classes of Secured Notes. A Majority of the SubordinatedNotes may also direct the Collateral Manager to negotiate and obtain on behalf of the Issuer oneor more loans or other financing arrangements to be made to the Issuer and/or the issuance ofreplacement notes ("Replacement Notes") by the Issuer (each, a "Refinancing") and effect anOptional Redemption of (i) all Classes of Secured Notes from Refinancing Proceeds and allother funds available for such purpose under this Indenture (an "Optional Redemption by Refinancing"), or (ii) one or more Classes of Secured Notes (provided that each of the ClassA-1-R Notes and the Class A-2-R Notes will be treated as a separate Class for such purpose)from Refinancing Proceeds (together with Interest Proceeds available in accordance with thePriority of Payments to pay the accrued interest portion of the Redemption Price) and all otherfunds available for such purpose under this Indenture (a "Partial Redemption by Refinancing");provided that (I)(x) the terms of such Refinancing and any financial institutions acting as lendersthereunder or purchasers thereof must be acceptable to a Majority of the Subordinated Notes and(y) solely if the Risk Retention Condition is satisfied, the consent of the Collateral Manager isobtained and (II) such Refinancing otherwise satisfies the conditions described below. AnyRefinancing Replacement Notes will be offered first to the Collateral Manager in such anamount that the Collateral Manager has determined based on advice of counsel is required forany Risk Retention Rules to be satisfied.

In connection with a Refinancing of all Classes of Secured Notes in full, with theapproval of a Majority of the Subordinated Notes and the Collateral Manager, the agreementsrelating to the Refinancing may, without regard for any consent requirements specified in Article8, (a) effect an extension of the end of the Reinvestment Period, (b) effect an extension of theNon-Call Period, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity ofthe Replacement Notes or loans or other financial arrangements issued or entered into inconnection 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 or (f) any other change

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If a Redemption by Refinancing of all Secured Notes occurs, the Holders(g)of a Majority of the Subordinated Notes, together with the Collateral Manager, may agree todesignate Principal Proceeds in an amount up to the Excess Par Amount as Interest Proceeds(such designated amount, the "Designated Excess Par"), and direct the Trustee to apply suchDesignated Excess Par on such Redemption Date as Interest Proceeds in accordance with thePriority of Payments.

Partial Redemption by Refinancing. Upon receipt of a notice ofSection 9.3Partial Redemption by Refinancing, the Collateral Manager may obtain a Refinancing on behalfof the Issuer only if the Collateral Manager determines and certifies to the Trustee and the Issuerthat: (i) each Rating Agency has been notified of the Refinancing; (ii) the Refinancing Proceeds,together with Interest Proceeds available in accordance with the Priority of Payments to pay theaccrued interest portion of the applicable Redemption Price, and amounts available for suchpurpose in the Permitted Use Account and all other funds available for such purpose under thisIndenture, will be at least sufficient to pay the Redemption Price of the Class or Classes ofSecured Notes subject to such Partial Redemption by Refinancing; (iii) for each Class of Notesbeing refinanced, the aggregate principal amount of the obligations providing the Refinancing isequal to the Aggregate Outstanding Amount of the Class of Notes being redeemed with theproceeds of the issuance of such obligations; (iv) the stated maturity of each Class of obligationsproviding the Refinancing is the same as the corresponding Stated Maturity of each Class ofSecured Notes subject to such Partial Redemption by Refinancing; (v) the Refinancing Proceedswill be used (to the extent necessary) to redeem the Class or Classes of Secured Notes subject tosuch Partial Redemption by Refinancing; (vi) the agreements relating to such Refinancingcontain limited-recourse and non-petition provisions equivalent (mutatis mutandis) to thoseapplicable to the Class or Classes of Secured Notes subject to such Partial Redemption byRefinancing; (vii) the obligations of the Issuer under such Refinancing are not senior in prioritypursuant to the Priority of Payments than the Class of Secured Notes being redeemed, (viii) theholders of the obligations issued under such Refinancing do not have greater rights hereunder (orunder any indentures supplemental hereto) than the holders of the Class or Classes of SecuredNotes subject to such Partial Redemption by Refinancing; (ix) the reasonable fees, costs, chargesand expenses incurred in connection with such Partial Redemption by Refinancing have beenpaid or will be adequately provided for; (x) the spread over LIBOR (or Note Interest Rate in thecase of the Fixed Rate Notes) of the Replacement Notes is equal to, or lower than, the spreadover LIBOR of the Notes (or Note Interest Rate in the case of the Fixed Rate Notes) subject tosuch Refinancing; provided that, (a) the foregoing condition shall not be applicable if theweighted average spread over LIBOR of any obligations providing the Refinancing will be lessthan or equal to the weighted average spread over LIBOR of the Secured Notes subject to suchRefinancing and the Global Rating Agency Condition is satisfied, (b) Pari Passu Classes may berefinanced as a single Class and (c) subject to the satisfaction of the Global Rating Agency Condition with respect to any Class or Classes of Secured Notes not subject to such Partial Redemption either (A) Floating Rate Notes may provide the Refinancing of Fixed Rate Notes as long as the spread together with LIBOR then applicable to the Floating Rate Notes, is equal to or lower than the fixed rate of interest of the Class of Fixed Rate Notes being refinanced or (B)Fixed Rate Notes may provide the Refinancing of Floating Rate Notes as long as the fixed rate of interest of the Class of Fixed Rate Notes is equal to or lower than the spread together with LIBOR then applicable to the Floating Rate Notes being refinanced; and (xi) with respect to any

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Replacement Notes issued pursuant to such Refinancing, unless otherwise waived by a Majorityof the Subordinated Notes, written advice (including via email) of Paul Hastings LLP or DechertLLP or an opinion of tax counsel of nationally recognized standing in the United Statesexperienced in such matters will be delivered to the Trustee to the effect that the Refinancingwill not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation forU.S. federal income tax purposes.

Redemption Following a Tax Event. The Notes shall be redeemedSection 9.4by the Co-Issuers or the Issuer, as the case may be, in whole but not in part, on any Business Day(which shall be the Redemption Date) following the occurrence and the continuation of a TaxEvent at the written direction of a Majority of the Subordinated Notes delivered to the Issuer, theTrustee and the Collateral Manager not later than 30 days prior to the proposed Redemption Date(any such redemption, a "Tax Redemption"). A Majority of the Subordinated Notes may directthe Collateral Manager to effect a Redemption by Liquidation to fully redeem all Classes ofNotes in accordance with the procedures set forth in Section 9.5. The funds available for such aredemption of the Notes shall include all Principal Proceeds, Interest Proceeds, DispositionProceeds and all other available funds in the Collection Account and the Payment Account.Each Class of Notes shall be redeemed at the applicable Redemption Price for such Class inaccordance with the Priority of Payments.

Redemption Procedures. (a) In the event of an OptionalSection 9.5Redemption or a Partial Redemption by Refinancing, the written direction of the Holders of theSubordinated Notes required as set forth herein shall be provided to the Issuer, the Trustee andthe Collateral Manager not later than 20 days prior to the Redemption Date on which suchredemption is to be made (or such shorter period as agreed to betweenamong a Majority of theSubordinated Notes, the Trustee and the Collateral Manager) (which date shall be designated insuch notice). In the event of an Optional Redemption or a redemption following a Tax Eventpursuant to Section 9.4, a notice of redemption shall be given by the Trustee by first class mail,postage prepaid, mailed not later than 10 Business Days prior to the applicable RedemptionDate, to each Holder of Notes to be redeemed, at such Holder's address in the Register and eachRating Agency. In addition, for so long as any Notes are listed on the Irish Stock Exchange andso long as the guidelines of such exchange so require, notice of Optional Redemption or TaxRedemption to the Holders of such Notes shall also be sent to the Irish Listing Agent for releasevia the Irish Stock Exchange.

All notices of redemption delivered pursuant to Section 9.5(a) shall state:(b)

the applicable Redemption Date;(i)

the Redemption Price of the Notes to be redeemed;(ii)

in the case of an Optional Redemption, that all of the Secured Notes are to(iii)be redeemed in full and that interest on such Secured Notes shall cease to accrue on thePayment Date specified in the notice;

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in the case of a Partial Redemption by Refinancing, the Classes of Secured(iv)Notes to be redeemed in full and that interest on such Secured Notes shall cease to accrueon the Payment Date specified in the notice;

the place or places where Notes are to be surrendered for payment of the(v)Redemption Price, which shall be the office or agency of the Co-Issuers to be maintainedas provided in Section 7.2; and

in the case of an Optional Redemption, whether the Subordinated Notes(vi)are to be redeemed in full on such Redemption Date and, if so, the place or places wherethe Subordinated Notes are to be surrendered for payment of the Redemption Price,which shall be the office or agency of the Co-Issuers to be maintained as provided inSection 7.2 for purposes of surrender.

[On any Business Day after the Non-Call Period (or prior to the end of theNon-Call Period if the related proposed Refinancing would occur after the end of the Non-CallPeriod) and upon satisfaction of the Risk Retention Condition, a Majority of the SubordinatedNotes may provide written notice (which may be in the form of an email) to the CollateralManager (with a copy to the Issuer and the Trustee) that it (i) wishes to instruct the Issuer toeffect a Refinancing of one or more classes of the Secured Notes, (ii) is seeking the CollateralManager's consent to such Refinancing and (iii) believes, in its commercially reasonablejudgment, that a Refinancing is economically viable at such time (a "Consent Request"). TheCollateral Manager shall respond to such Consent Request within 10 Business Days of its receiptthereof by (x) indicating that it will consent to such proposed Refinancing (a "Management Fee Step-Up Event") or (y) indicating that it will not consent to such proposed Refinancing (a"Management Fee Step-Down Event"); provided that, if the Collateral Manager does not respondto such Consent Request within such 10 Business Day period, the Collateral Manager shall bedeemed to have not consented to such proposed Refinancing.]

In the case of a Redemption by Liquidation or a Tax Redemption, the ApplicableIssuers shall withdraw any such notice of redemption up to and including the Business Day (or,if there are no Hedge Agreements in effect, by such later date as the Trustee may find reasonablyacceptable) prior to the proposed Redemption Date if the conditions in either clause (i), (ii) or(iii) of the next succeeding sentence are satisfied. Any withdrawal of such notice of redemptionshall be made by written notice to the Trustee, the Collateral Manager and each Rating Agencyand shall be made by the Applicable Issuers if either (i) the Collateral Manager has notified theCo-Issuers it is unable to deliver the sale agreement or agreements or certifications described inSection 9.2(c), in form satisfactory to the Trustee, (ii) the Issuer receives written direction from aMajority of the Subordinated Notes to withdraw such notice of redemption or (iii) the CollateralManager notifies the Co-Issuers and the Trustee that sufficient proceeds from the saleagreements or agreements or certifications described in Section 9.2(c) are not expected to bereceived or otherwise available to redeem the Secured Notes in full.

In the case of a Redemption by Refinancing, the Co-Issuers shall withdraw anynotice of redemption up to (and including) the Business Day (or, if there are no HedgeAgreements in effect, by such later date as the Trustee may find reasonably acceptable) prior to

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interest in such Note, agrees to sell and transfer its Secured Notes in accordance with thisSection 9.9 and agrees to cooperate with the Issuer, the Re-Pricing Intermediary (if any) and theTrustee to effectuate such sales and transfers. The Issuer, or the Re-Pricing Intermediary onbehalf of the Issuer, shall deliver written notice to the Trustee and the Collateral Manager notlater than one Business Day prior to the proposed Re-Pricing Date confirming that the Issuer hasreceived written commitments to purchase all Notes of the Re-Priced Class held bynon-consenting Holders.

The Issuer shall not effect any proposed Re-Pricing unless:(d)

the Co-Issuers and the Trustee, with the prior written consent of a(i)Majority of the Subordinated Notes, shall have entered into a supplemental indenturedated as of the Re-Pricing Date, solely to modify the spread over LIBOR or the interestrate, with respect to the Fixed Rate Notes, applicable to the Re-Priced Class (and to makechanges necessary to give effect to such reduction);

confirmation has been received that all Notes of the Re-Priced Class held(ii)by non-consenting Holders have been sold and transferred pursuant to clause (c) above;

each Rating Agency shall have been notified of such Re-Pricing;(iii)

all expenses of the Issuer and the Trustee (including the fees of the(iv)Re-Pricing Intermediary and fees of counsel) incurred in connection with the Re-Pricingdo not exceed the sum of the amounts (if any) on deposit in the Contribution Accountdesignated for such purpose and the amount of Interest Proceeds available after takinginto account all amounts required to be paid under the Priority of Interest Proceeds on thesubsequent Payment Date prior to the distribution of any remaining Interest Proceeds tothe Holders of the Subordinated Notes, unless such expenses have been paid or shall beadequately provided for by an entity other than the Issuer; and

the spread over LIBOR applicable to each Re-Priced Class is less than the(v)spread over LIBOR or the interest rate, with respect to the Fixed Rate Notes, prior tosuch Re-Pricing; and(vi) (A) no "sponsor" (as defined in the U.S. Risk Retention Rules) of the Issuer will fail to be in compliance with the U.S. Risk Retention Rules as a result of such Refinancing, (B) there has been no change in the U.S. Risk Retention Rules that would require any "sponsor" (as defined in the U.S. Risk Retention Rules) of the Issuer to hold more than 5% of the credit risk collateralizing the Replacement Notes and (C) unless it consents to do so, none of the Collateral Manager, the U.S. Retention Holder, any Affiliate of the Collateral Manager or any "sponsor" (as defined in the U.S. Risk Retention Rules) of the Issuer will be required to purchase any Replacement Notes.

The Trustee shall be entitled to receive, and shall be fully protected in relyingupon a certificate of the Issuer stating that a Re-Pricing is permitted by this Indenture and that allconditions precedent thereto have been complied with. The Trustee may request and rely on anIssuer Order providing direction and any additional information requested by the Trustee inorder to effect a Re-Pricing in accordance with this Section 9.9.

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The Trustee, within one Business Day after receipt of any distribution or(b)other proceeds in respect of the Assets which are not Cash, shall so notify or cause the Issuer tobe notified and the Issuer shall use its commercially reasonable efforts to, within five BusinessDays of receipt of such notice from the Trustee (or as soon as practicable thereafter), sell suchdistribution or other proceeds for Cash in an arm's length transaction and deposit the proceedsthereof in the Collection Account; provided, however, that the Issuer (i) need not sell suchdistributions or other proceeds if it delivers an Officer's certificate to the Trustee certifying thatsuch distributions or other proceeds constitute Collateral Obligations or Eligible Investments or(ii) may otherwise retain such distribution or other proceeds for up to three years from the dateof receipt thereof if it delivers an Officer's certificate to the Trustee certifying that (x) it shall sellsuch distribution within such three year period and, (y) retaining such distribution is nototherwise prohibited by this Indenture and (z) such distribution or proceeds satisfy the definition of Collateral Obligation or the Collateral Manager has determined (in consultation with counsel) that such distribution or proceeds were received "in lieu of a debt previously contracted" for purposes of the Volcker Rule.

At any time when reinvestment is permitted pursuant to Article 12, the(c)Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and uponreceipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the PrincipalCollection Account representing Principal Proceeds (including Principal Financed AccruedInterest used to pay for accrued interest on an additional Collateral Obligation) and reinvest (orinvest, in the case of funds referred to in Section 7.17) such funds in additional CollateralObligations, in each case in accordance with the requirements of Article 12 and such IssuerOrder.

The Collateral Manager on behalf of the Issuer may by Issuer Order direct(d)the Trustee to, and upon receipt of such Issuer Order the Trustee shall, pay from amounts ondeposit in the Collection Account representing Interest Proceeds on any Business Day duringany Interest Accrual Period (i) any amount required to exercise a warrant held in the Assets orright to acquire securities in accordance with the requirements of Article 12 and such IssuerOrder and (ii) any Administrative Expenses (paid in the order of priority set forth in thedefinition thereof); provided that the payment of Administrative Expenses payable to the Trusteeor to the Bank in any capacity shall not require such direction by Issuer Order, and provided,further that the aggregate Administrative Expenses paid pursuant to this Section 10.2(d) duringany Collection Period shall not exceed the Administrative Expense Cap for the related PaymentDate.

The Trustee shall transfer to the Payment Account, from the Collection(e)Account, for application pursuant to Section 11.1(a) of this Indenture, on or not later than theBusiness Day preceding each Payment Date, and on any Redemption Date (to the extent thatsuch Redemption Date is not a Payment Date) and, in the case of proceeds received inconnection with a Refinancing of the Secured Notes in whole or an issuance of AdditionalSecured Notes or additional Subordinated Notes, on the day of receipt thereof, provided that inconnection with a Refinancing such proceeds are received by the Trustee before 12:00 noon (orbefore such later time as the Trustee and the Issuer find reasonably acceptable), the amount setforth to be so transferred in the Distribution Report for such Payment Date.

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Collection Account as Interest Proceeds and/or Principal Proceeds (in the respective amountsdirected by the Collateral Manager in its sole discretion). Thereafter, amounts may be depositedinto the Expense Reserve Account in connection with the issuance of Additional Notes and theTrustee shall apply such funds from the Expense Reserve Account, as directed by the CollateralManager on behalf of the Issuer, as needed to pay expenses of the Co-Issuers incurred inconnection with such additional issuance or as a deposit in to the Collection Account as PrincipalProceeds.

Interest Reserve Account. The Trustee shall, on or prior to the Closing(e)Date, establish at the Custodian a segregated non-interest bearing trust account which shall beheld in the name of "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. BankNational Association, as Trustee", for the benefit of the Secured Parties, which shall bedesignated as the Interest Reserve Account, which shall be maintained by the Issuer with theCustodian in accordance with the Securities Account Control Agreement. The Issuer shall directthe Trustee to deposit the amount specified in Section 3.1(a)(xiii)(C) to the Interest ReserveAccount on the Closing Date. On or prior to the Determination Date relating to the first PaymentDate following the last day of the Ramp-Up Period, the Trustee, at the direction of the CollateralManager on behalf of the Issuer, will deposit all or any portion of funds in the Interest ReserveAccount in the Interest Collection Account and/or the Principal Collection Account, in therespective amounts directed by the Collateral Manager in its sole discretion. On the firstPayment Date following the last day of the Ramp-Up Period, the Trustee, at the direction of theCollateral Manager, will transfer all remaining funds in the Interest Reserve Account to thePayment Account, and the Trustee will close the Interest Reserve Account. Amounts on depositin the Interest Reserve Account will be invested in Eligible Investments as directed by theCollateral Manager (which direction may be in the form of standing instructions) no later thanthe Business Day before each Payment Date.

Unfunded Exposure Account. Upon the purchase of any Revolving(f)Collateral Obligation or Delayed Drawdown Collateral Obligation, funds in an amount equal tothe undrawn portion of such obligation shall be withdrawn first from the Ramp-Up Account and,if necessary, from the Principal Collection Account and deposited in a segregated non-interestbearing trust account held in the name of "Octagon Investment Partners 26, Ltd., subject to thelien of U.S. Bank National Association, as Trustee" for the benefit of the Secured Parties whichwill be designated as the Unfunded Exposure Account and will be subject to the lien of thisIndenture for the benefit of the Secured Parties; provided that, if such Delayed DrawdownCollateral Obligation or Revolving Collateral Obligation is a Participation Interest with respectto which the Selling Institution requires funds to be deposited with the Selling Institution or itscustodian in an amount equal to any portion of the undrawn amount of such obligation ascollateral for the funding obligations under such obligation (such funds, the "Selling Institution Collateral"), the Collateral Manager on behalf of the Issuer shall direct the Trustee to (andpursuant to such direction the Trustee shall) deposit such funds in the amount of the SellingInstitution Collateral with such Selling Institution or custodian rather than in the UnfundedExposure Account, subject to the following sentence. Any such deposit of Selling InstitutionCollateral shall satisfy the following requirement (as determined and directed by the CollateralManager): the Underlying Instruments require the Selling Institution Collateral to be held in cash or "cash equivalents" for purposes of the Volcker Rule and either (1) the aggregate amountof Selling Institution Collateral deposited with such Selling Institution or its custodian (other

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the Aggregate Principal Balance of Collateral Obligations(4)that have been excluded from the definition of "Discount Obligation" andrelevant calculations indicating whether such amount is in compliancewith the limitation described in the proviso to the definition of "DiscountObligation;"

The Aggregate Principal Balance of all Cov-Lite Loans;(Q)

The Moody's Recovery Rate;(R)

The S&P Recovery Rate;(S)

(1) The Market Value of such Collateral Obligation and (2) the(T)purchase price of such Collateral Obligation;

Whether such Collateral Obligation was acquired from or sold to,(U)as applicable, an Affiliate of the Collateral Manager;

Whether such Collateral Obligation is a Collateral Obligation with(V)respect to which the trade date has occurred but the settlement date has not yetoccurred; and

Whether such Collateral Obligation by its terms provides for(W)amortization or prepayment at a price of less than par.

If the date of determination of the immediately preceding Monthly Report(v)occurs on or after the delivery of the Effective Date Certificate, for each of the limitationsand tests specified in the definitions of Concentration Limitations and Collateral QualityTest, (1) the result, (2) the related minimum or maximum test level (including (x) anyMoody's Weighted Average Recovery Adjustment, if applicable, indicating to which testsuch Moody's Weighted Average Recovery Adjustment was allocated and (y) withrespect to the S&P CDO Monitor Test, the Class Default Differential, the ClassBreak-even Default Rate and the Class Scenario Default Rate for the Highest Ranking S&P Class A-1-R Notes, and the characteristics of the Current Portfolio, unless theCollateral Manager has elected to calculate the S&P CDO Monitor Test pursuant toSchedule 6) and (3) a determination as to whether such result satisfies the related test.

The calculation of each of the following:(vi)

From and after the Determination Date with respect to the second(A)Payment Date, each Interest Coverage Ratio (and setting forth the percentagerequired to satisfy each Interest Coverage Test);

From and after the last day of the Ramp-Up Period, each(B)Overcollateralization Ratio (and setting forth the percentage required to satisfyeach Overcollateralization Ratio Test); and

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Such other information as the Trustee, any Hedge Counterparty, any(xxi)Rating Agency or the Collateral Manager may reasonably request.

A list of Eligible Investments, including, with respect to each such(xxii)Eligible Investment, the following information:

the Moody's and S&P rating thereof; and(A)

the stated maturity thereof.(B)

With respect to any reinvestment pursuant to Section 12.2(b),(xxiii)confirmation of satisfaction of the Post-Reinvestment Period Criteria set forth in clauses(i) through (vii) of Section 12.2(b).

A list of Collateral Obligations, if any, whose Domicile is determined to(xxiv)be the United States or Canada by operation of clause (c) of the definition of "Domicile".

The S&P CDO Monitor chosen by the Collateral Manager in accordance(xxv)with the definition of "S&P CDO Monitor".

If the Collateral Manager has elected the non-model version of the S&P(xxvi)CDO Monitor Test, the S&P Expected Portfolio Default Rate, the S&P Default RateDispersion, the S&P Obligor Diversity Measure, the S&P Industry Diversity Measure,the S&P Regional Diversity Measure and the S&P Weighted Average Life.

The name of each Intermediary and the long term debt rating and the short (xxvii)term debt rating of such Intermediary by S&P.

Upon receipt of each Monthly Report, the Trustee shall (a) if the relevantMonthly Report Determination Date occurred on or prior to the last day of the ReinvestmentPeriod, notify S&P, with a copy to the Collateral Manager, if such Monthly Report indicates thatthe S&P CDO Monitor Test has not been satisfied as of the relevant Measurement Date and (b),if the Trustee is not the same Person as the Collateral Administrator, compare the informationcontained in such Monthly Report to the information contained in its records with respect to theAssets and shall, within three Business Days after receipt of such Monthly Report, notify theIssuer, the Collateral Administrator, the Collateral Manager, and the Rating Agencies if theinformation contained in the Monthly Report does not conform to the information maintained bythe Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee andthe Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve thediscrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within fiveBusiness Days notify the Collateral Manager, which shall request on behalf of the Issuer that theIndependent accountants appointed by the Issuer pursuant to Section 10.9 perform agreed-uponprocedures on such Monthly Report and the Trustee's records to determine the cause of suchdiscrepancy. If such procedures reveal an error in the Monthly Report or the Trustee's records,the Monthly Report or the Trustee's records shall be revised accordingly and, as so revised, shallbe utilized in making all calculations pursuant to this Indenture and notice of any error in theMonthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report

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if the Class F-R Notes are or would become the Controlling Class(L)on such Payment Date or if all principal of and interest on all Priority Classeswith respect to the Class F-R Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (P) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if the Class F-R Notes are or would become the Controlling Class(M)on such Payment Date or if all principal of and interest on all Priority Classeswith respect to the Class F-R Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (Q) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if such Payment Date is a Special Redemption Date or a Rating(N)Confirmation Redemption Date, to the payment of the Special RedemptionAmount or the Rating Confirmation Redemption Amount, as the case may be(without duplication of any payments received by any Class of Secured Notespursuant to Section 11.1(a)(i) above or under the preceding clauses of this Section11.1(a)(ii)), in each case in accordance with the Note Payment Sequence;

(1) during the Reinvestment Period, to the Collection Account as(O)Principal Proceeds to invest in Eligible Investments and/or to the purchase ofadditional Collateral Obligations in accordance with the Investment Criteria, or(2) at the sole discretion of the Collateral Manager, after the Reinvestment Period,so long as no Event of Default has occurred and is continuing, Principal Proceedsreceived with respect to Credit Risk Obligations and Unscheduled PrincipalPayments to the Collection Account as Principal Proceeds to invest in EligibleInvestments and/or to the purchase of additional Collateral Obligations inaccordance with the Post-Reinvestment Period Criteria;

after the Reinvestment Period, to make payments in accordance(P)with the Note Payment Sequence after taking into account payments madepursuant to Section 11.1(a)(i) above and the preceding clauses of this Section11.1(a)(ii);

after the Reinvestment Period, to the payment to the Collateral(Q)Manager of the amounts referred to in clause (VT) of Section 11.1(a)(i) above, tothe extent not paid in full thereunder;

after the Reinvestment Period, to the payment of the(R)Administrative Expenses of the Co-Issuers, in the order of priority set forth in

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clause (A) of Section 11.1(a)(i) above (without regard to the AdministrativeExpense Cap), but only to the extent not previously paid in full under clauses (A)and (WU) of Section 11.1(a)(i) above and under clause (A) of this Section11.1(a)(ii);

after the Reinvestment Period, to the payment on a pro rata basis(S)based on amounts due, of any amounts due to any Hedge Counterparty under anyHedge Agreement not previously paid in full under Section 11.1(a)(i) above andunder the preceding clauses of this Section 11.1(a)(ii);

(1) first, to pay to each Contributor, pro rata, based on the(T)aggregate amount of unpaid Contribution Repayment Amounts owing on suchPayment Date, the aggregate amount of such Contribution Repayment Amountsowing to each such Contributor until all such amounts have been repaid in fulland, (2) second, after the Reinvestment Period (or, if earlier, after the SecuredNotes have been paid in full), to the Holders of the Subordinated Notes until theSubordinated Notes have realized a Subordinated Notes Internal Rate of Return of12%;

to the Collateral Manager to pay the Collateral Manager Incentive(U)Fee Amount in an amount equal to 20% of all Principal Proceeds remaining afterapplication pursuant to clauses (A) through (T) above on such Payment Date; and

any remaining Principal Proceeds shall be paid to the Holders of(V)the Subordinated Notes.

On each Post-Acceleration Payment Date, Redemption Date (other than a(iii)Redemption Date in connection with a Partial Redemption by Refinancing) or on theStated Maturity, all Interest Proceeds on deposit in the Collection Account, to the extentreceived on or before the related Determination Date (or if such Determination Date isnot a Business Day, the next succeeding Business Day) and that are transferred into thePayment Account, and, in the case of any Hedge Agreements, payments received on orbefore such Payment Date or Redemption Date, and all Principal Proceeds on deposit inthe Collection Account that are received on or before the related Determination Date andthat are transferred to the Payment Account shall be applied, except for any PrincipalProceeds that shall be used to settle binding commitments (entered into prior to theDetermination Date) for the purchase of Collateral Obligations, in the following order ofpriority:

to pay all amounts under clauses (A) through (C)(1) of Section(A)11.1(a)(i) in the priority stated therein; provided that, if the Trustee has begunliquidating the Assets in accordance with Section 5.5, such payments may bemade without regard to the Administrative Expense Cap;

to the payment of any amounts due to a Hedge Counterparty under(B)any Hedge Agreement pursuant to an early termination (or partial termination) ofsuch Hedge Agreement as a result of a Priority Hedge Termination Event;

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each additional Collateral Obligation(s) purchased will have (1)(x) the(v)same or higher S&P Rating as the Collateral Obligations which generated the EligiblePost-Reinvestment Proceeds or (y) the Class Scenario Default Rate is maintained or improved, (2) the same or earlier maturity and (3) the same or higher Moody's Rating asthe Collateral Obligations which generated the Eligible Post-Reinvestment Proceeds;

solely with respect to the reinvestment of the proceeds from the sale of(vi)Credit Risk Obligations, either (1) the Aggregate Principal Balance of all additionalCollateral Obligations purchased with the proceeds from the sale of such Credit RiskObligations will at least equal the related Sale Proceeds, (2) the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments constituting Principal Proceeds, after giving effect to such reinvestment is maintained or increased, or (3) the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments constituting Principal Proceeds, after giving effect to such reinvestment, shall be greater than or equal to the reinvestment Target Par Balance or (2) the Reinvestment Balance Criteria will be satisfied;

prior to the satisfaction of the Controlling Class Condition, the Maximum(vii)Moody's Rating Factor Test will be satisfied and each of the Moody's Diversity Test andthe Weighted Average Life Test will be satisfied, or if not satisfied, the Issuer's level ofcompliance with the Weighted Average Life Test will be maintained or improved as compared to such failing test level prior to the sale of the related Credit Risk Obligation or the receipt of the Unscheduled Principal Payment; and

solely with respect to the reinvestment of Unscheduled Principal(viii)Payments, either (1) the Aggregatethe Reinvestment Balance Criteria will be satisfied.

The "Reinvestment Balance Criteria" will be satisfied if, excluding Collateral Obligations being sold but including, without duplication, the Collateral Obligations being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligations, either (1) the Adjusted Collateral Principal Balance of the Collateral Obligations will beAmount is maintained orincreased (by comparison to the Aggregate Principal Balance of the Collateral Obligations immediately prior to such payment), (2) the Aggregate Principal Balance ofthe Collateral Obligations and Eligible Investments constituting Principal Proceeds, after giving effect to such reinvestment is maintained or increased, is greater than or equal to the Reinvestment Target Par Balance or (3) the Aggregate Principal Balance of theCollateral Obligations and Eligible Investments constituting Principal Proceeds, after giving effect to such reinvestment, shall be greater than or equal to the reinvestment Target Par Balance (such conditions, the "Post-Reinvestment Period Criteria") is maintained or increased.

Purchase Following Sale of Credit Improved Obligations and (d)Discretionary Sales. Following the sale of any Credit Improved Obligation or any discretionarysale of a Collateral Obligation during the Reinvestment Period, the Collateral Manager will useits reasonable efforts to commit to purchase additional Collateral Obligations using the expected

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Sale Proceeds thereof within the later of (a) 30 Business Days after such sale and (b) the last dayof the Interest Accrual Period immediately following the Interest Accrual Period in which suchsale occurs.

Investment in Eligible Investments. Cash on deposit in any Account may(e)be invested at any time in Eligible Investments in accordance with Article 10.

Post-Reinvestment Period Settlement Obligations. The Issuer shall be(f)prohibited from purchasing a Collateral Obligation during the Reinvestment Period if suchpurchase is not scheduled to settle prior to the end of the Reinvestment Period (such CollateralObligation, the "Post-Reinvestment Period Settlement Obligation"); provided, however, that,notwithstanding the foregoing, the Issuer may, prior to the end of the Reinvestment Period,commit to purchase such Post-Reinvestment Period Settlement Obligations and, after the end ofthe Reinvestment Period, settle the purchase of such Post-Reinvestment Period SettlementObligations, if (i) in the reasonable determination of the Collateral Manager, the purchase ofeach Post-Reinvestment Period Settlement Obligation is expected to settle no later than 30Business Days after the date that the Issuer commits to purchase it, and (ii) the sum of (A) theamount of funds in the Principal Collection Account as of the date that the Issuer commits to thepurchase of each Post-Reinvestment Period Settlement Obligation plus (B) the expectedaggregate sale proceeds from all Collateral Obligations with respect to which the Issuer haspreviously entered into written trade tickets or other written binding commitments to sell, whichsales are also not expected to settle prior to the end of the Reinvestment Period but, in thereasonable determination of the Collateral Manager, are expected to settle no later than 30Business Days after the date that the Issuer commits to such purchases, is equal to or greater thanthe principal amount of all Post-Reinvestment Period Settlement Obligations intended to be sopurchased (the "Reinvestment Period Settlement Condition"). If the Issuer has entered into awritten trade ticket or other binding commitment to purchase a Post-Reinvestment PeriodSettlement Obligation and the Reinvestment Period Settlement Condition is satisfied, suchPost-Reinvestment Period Settlement Obligation shall be treated as having been purchased bythe Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria,and Principal Proceeds received after the end of the Reinvestment Period may be applied to thepayment of the purchase price of such Post-Reinvestment Period Settlement Obligation; provided, however, that if such purchase has not settled within 90 days of the end of the Reinvestment Period, the principal balance of such Post-Reinvestment Period Settlement Obligation as used in the calculation of the Adjusted Collateral Principal Amount shall be zero.

For purposes of calculating compliance with the Investment Criteria(g)during, and the Post-Reinvestment Period Criteria after, the Reinvestment Period, each proposedinvestment will be calculated on a pro forma basis after giving effect to all written trade ticketsor other binding commitments to purchase or sell Collateral Obligations; provided, except asidentified in the proviso below, that, such requirements need not be satisfied with respect to onesingle reinvestment if they are satisfied on an aggregate basis for a series of reinvestmentsoccurring within a 10 Business Day period (which time period may not include a DeterminationDate) so long as (i) the Collateral Manager identifies to the Trustee the sales and purchases (the"Identified Reinvestments") subject to this proviso; (ii) only one series of IdentifiedReinvestments is identified on any day and only one such 10 Business Day period may berunning at any one time; (iii) the Aggregate Principal Balance of such identified purchases does

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SCHEDULE 5

S&P Rating Definition and S&P Recovery Rate Tables

"S&P Rating": With respect to any Collateral Obligation (excluding Current Pay Obligationswhose issuer has made a Distressed Exchange Offer), the rating determined as follows:

with respect to a Collateral Obligation that is not a DIP Collateral Obligation (i) if(a)there is an issuer credit rating of the issuer of such Collateral Obligation by S&P aspublished by S&P, or the guarantor which unconditionally and irrevocably guarantees suchCollateral Obligation pursuant to a form of guaranty approved by S&P for use in connection with this transactionmeeting applicable then-current S&P guarantee criteria, then the S&PRating will be such rating (regardless of whether there is a published rating by S&P on theCollateral Obligations of such issuer held by the Issuer) or (ii) if there is no issuer creditrating of the issuer by S&P but (A) if there is a senior unsecured rating on any obligation orsecurity of the issuer, the S&P Rating of such Collateral Obligation will equal such rating;(B) if there is a senior secured rating on any obligation or security of the issuer, then theS&P Rating of such Collateral Obligation will be one subcategory below such rating; and(C) if there is a subordinated rating on any obligation or security of the issuer, then the S&PRating of such Collateral Obligation will be one subcategory above such rating if such rating is higher than "BB+," and will be two subcategories above such rating if such rating is "BB+" or lower;

with respect to any Collateral Obligation that is a DIP Collateral Obligation, the S&P(b)Rating thereof will be the credit rating assigned to such issue by S&P; provided that if suchcredit rating is a point-in-time credit rating, such rating was assigned not more than 12months prior to the date of determination;

if there is not a rating by S&P on the issuer or on an obligation of the issuer, then the(c)S&P Rating may be determined pursuant to clauses (i) through (iv) below:

if an obligation of the issuer is not a DIP Collateral Obligation and is publicly(i)rated by Moody's, then the S&P Rating will be determined in accordance with themethodologies for establishing the Moody's Rating set forth above except that the S&PRating of such obligation will be (A) one subcategory below the S&P equivalent of theMoody's Rating if such Moody's Rating is "Baa3" or higher and (B) two subcategoriesbelow the S&P equivalent of the Moody's Rating if such Moody's Rating is "Ba1" orlower; provided, that the Aggregate Principal Balance of the Collateral Obligations thatmay have an S&P Rating derived from a Moody's Rating as set forth in this subclause (i)may not exceed 10.0% of the Collateral Principal Amount;

the S&P Rating may be based on a credit estimate provided by S&P, and in(ii)connection therewith, the Issuer, the Collateral Manager on behalf of the Issuer or theissuer of such Collateral Obligation will, prior to or within thirty (30) days after theacquisition of such Collateral Obligation, apply (and concurrently submit all availableRequired S&P Credit Estimate Information in respect of such application) to S&P for acredit estimate which will be its S&P Rating; provided, that, until the receipt from S&P

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RegionCode Region Name Country

Code Country Name

102 Europe: Western 356 Malta

102 Europe: Western 377 Monaco

102 Europe: Western 31 Netherlands

102 Europe: Western 47 Norway

102 Europe: Western 351 Portugal

102 Europe: Western 386 Slovenia

102 Europe: Western 34 Spain

102 Europe: Western 46 Sweden

102 Europe: Western 41 Switzerland

102 Europe: Western 44 United Kingdom

10 Middle East: Gulf States 973 Bahrain

10 Middle East: Gulf States 98 Iran

10 Middle East: Gulf States 964 Iraq

10 Middle East: Gulf States 965 Kuwait

10 Middle East: Gulf States 968 Oman

10 Middle East: Gulf States 974 Qatar

10 Middle East: Gulf States 966 Saudi Arabia

10 Middle East: Gulf States 971 United Arab Emirates

10 Middle East: Gulf States 967 Yemen

11 Middle East: MENA 213 Algeria

11 Middle East: MENA 20 Egypt

11 Middle East: MENA 972 Israel

11 Middle East MENA 962 Jordan

11 Middle East: MENA 961 Lebanon

11 Middle East: MENA 212 Morocco

11 Middle East: MENA 970 Palestinian Settlements

11 Middle East: MENA 963 Syrian Arab Republic

11 Middle East: MENA 216 Tunisia

11 Middle East: MENA 1212 Western Sahara

11 Middle East: MENA 218 Libya

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LEGAL_US_E # 134468040.11134468040.17 93667.00101

Exhibit B

FORM OF FIRST SUPPLEMENTAL INDENTURE

[see attached]

Draft (v7) 6/8/18

FIRST SUPPLEMENTAL INDENTURE

dated as of June 13, 2018

among

OCTAGON INVESTMENT PARTNERS 26, LTD., as Issuer

and

OCTAGON INVESTMENT PARTNERS 26, LLC, as Co-Issuer

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

to

the Indenture, dated as of April 27, 2016, among the Issuer, the Co-Issuer and the Trustee

This FIRST SUPPLEMENTAL INDENTURE dated as of June 13, 2018 (this "Supplemental Indenture") to the Indenture dated as of April 27, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Indenture") is entered into among Octagon Investment Partners 26, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), Octagon Investment Partners 26, 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 National Association, as trustee under the 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 Indenture.

WHEREAS, pursuant to Section 8.1(viii)(B) of the Indenture, with the consent of a Majority of the Subordinated Notes and the Collateral Manager when authorized by Board Resolutions, the Co-Issuers and the Trustee may execute one or more supplemental indentures to effect a Refinancing in accordance with Section 9.2(a) of the Indenture;

WHEREAS, the Co-Issuers wish to amend the 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(viii)(B) of the Indenture have been satisfied;

WHEREAS, the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D Notes and the Class E Notes issued on April 27, 2016 (the "Refinanced Notes") are being redeemed simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee;

WHEREAS, pursuant to Section 8.2 of the Indenture, the Co-Issuers wish to amend the Indenture in certain additional respects as set forth in this Supplemental Indenture;

WHEREAS, the conditions set forth in the Indenture for entry into a supplemental indenture pursuant to Section 8.2 of the Indenture have been satisfied;

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

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

WHEREAS, pursuant to Section 9.2 of the Indenture, the holders of a Majority of the Subordinated Notes and the Collateral Manager have directed an Optional Redemption by Refinancing of the Refinanced Notes;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows:

I. Amendments. Terms of the Refinancing Notes and Amendments to the Indenture.

(a) On the Refinancing Date (as defined below), the Co-Issuers or the Issuer, as applicable, will issue the Class A-1-R Senior Secured Floating Rate Notes due 2030 (the "Class A-1-R Notes"), the Class A-2-R Senior Secured Floating Rate Notes due 2030 (the "Class A-2-R Notes"), the Class B-R Senior Secured Floating Rate Notes due 2030 (the "Class B-R Notes"), the Class C-R Secured Deferrable Floating Rate Notes due 2030 (the "Class C-R Notes"), the Class D-R Secured Deferrable Floating Rate Notes due 2030 (the "Class D-R Notes"), the Class E-R Secured Deferrable Floating Rate Notes due 2030 (the "Class E-R Notes") and the Class F-R Secured Deferrable Floating Rate Notes due 2030 (the "Class F-R Notes" and, together with the Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes, the Class C-R Notes, the Class D-R Notes and the Class E-R Notes, the "Refinancing Notes"), the proceeds of which shall be used to redeem the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes, the Class D Notes and the Class E Notes, in each case issued on the Closing Date. The Refinancing Notes shall have the designations, original principal amounts and other characteristics as follows:

Principal Terms of the Refinancing Notes

i The spread over LIBOR with respect to any Class of Re-Pricing Eligible Secured Notes may be reduced in connection with a Re-Pricing of such Class of Secured Notes, subject to the conditions set forth in Section 9.9.

ii The Class E-R Notes and the Class F-R Notes, subject to certain limitations, shall be available to Benefit Plan Investors and Controlling Persons subject to the restrictions set forth in Section 2.6.

Class Designation A-1-R A-2-R B-R C-R D-R E-R F-R

Original Principal Amounti

$302,500,000 $25,000,000 $52,500,000 $33,750,000 $26,250,000 $20,000,000 $10,000,000

Stated Maturity (Payment Date in)

July 2030 July 2030 July 2030 July 2030 July 2030 July 2030 July 2030

Index LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR Index Maturityiii 3 month 3 month 3 month 3 month 3 month 3 month 3 month Interest Rate LIBOR +

1.02% LIBOR +

1.35% LIBOR +

1.60% LIBOR +

1.80% LIBOR +

2.85% LIBOR +

5.40% LIBOR +

8.09% Initial Rating(s): Moody's ["Aaa(sf)"] ["Aaa(sf)"] N/A N/A N/A N/A ["B3 (sf)"] S&P ["AAA(sf)"] N/A ["AA(sf)"] ["A(sf)"] ["BBB-(sf)"] ["BB-(sf)"] N/A Ranking: Pari Passu Class None None None None None None None Priority Classes None A-1 A A, B A, B, C A, B, C, D A, B, C, D, E Junior Classes A-2-R, B-R,

C-R, D-R, E-R, F-R,

Subordinated

B-R, C-R, D-R, E-R, f-R, Subordinated

C-R, D-R, E-R, F-R,

Subordinated

D-R, E-R, F-R,

Subordinated

E-R, F-R, Subordinated

F-R, Subordinated

Subordinated

Listed Notes Yes Yes Yes Yes Yes No No Deferred Interest Notes

No No No Yes Yes Yes Yes

ERISA Restricted Notes

No No No No No Yesii Yesii

Applicable Issuer(s)

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

iii LIBOR for the first Interest Accrual Period shall be calculated by reference to 1-month LIBOR, in accordance with the definition of LIBOR set forth in Exhibit C hereto.

(b) The issuance date of the Refinancing Notes and the refinancing date of the Refinanced Notes shall be June 13, 2018 (the "Refinancing Date"). Payments on the Refinancing Notes issued on the Refinancing Date will be made on each Payment Date, commencing on the Payment Date in July 2018.

(c) The table in "Summary of Terms—Principal Terms of the Notes" of the Indenture shall be modified by (i) inserting the table section in Section 1(a) of this Supplemental Indenture with respect to each Class of Refinancing Notes and (ii) amending the Stated Maturity of the Subordinated Notes to be the Payment Date in July 2030.

(d) Effective as of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Indenture (which Indenture has been conformed to reflect amendments and modifications made pursuant to the Supplemental Indenture) attached as Annex A hereto.

(e) The Exhibits to the Indenture are amended by amending and restating Exhibit A, in the form attached in Annex B hereto.

II. Issuance and Authentication of Refinancing Notes.

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

(i) Officers' Certificate of the Co-Issuers. An Officer's certificate of each of the Co-Issuers (1) evidencing the authorization by Board Resolution of the execution and delivery of this Supplemental Indenture, the Refinancing Purchase Agreement and the execution, authentication and delivery of the Refinancing Notes applied for by it and specifying the Stated Maturity, principal amount and Note Interest Rate of each Class of Refinancing Notes to be issued by it and authenticated and delivered and (2) certifying that (a) the attached copy of such Board Resolution is a true and complete copy thereof, (b) such resolutions have not been rescinded and are in full force and effect on and as of the Refinancing Date and (c) 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 Issuer or the Co-Issuer, as applicable, 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 that no other authorization, approval or consent of any governmental body is required for the valid issuance of such Refinancing Notes or (B) an Opinion of Counsel of the Issuer or the Co-Issuer, as applicable, that no such authorization, approval or

consent of any governmental body is required for the valid issuance of such Refinancing Notes except as has been given (provided that the opinions delivered pursuant to clause (iii) below may satisfy the requirement).

(iii) U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S. counsel to the Co-Issuers, dated the Refinancing Date.

(iv) Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman Islands counsel to the Issuer, dated the Refinancing Date.

(v) Trustee Counsel Opinion. An opinion of Nixon Peabody LLP, counsel to the Trustee, dated the Refinancing Date.

(vi) Officers' Certificates of Co-Issuers Regarding Indenture. An Officer's certificate of each of the Co-Issuers stating that the Issuer or the Co-Issuer, as applicable, is not in default under the Indenture (as amended by this Supplemental Indenture) and that the issuance of the Refinancing Notes applied for by it 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 it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of the Refinancing Notes applied for have been complied with; and that all expenses due or accrued with respect to the offering of such Refinancing Notes or relating to actions taken on or in connection with the Refinancing Date have been paid or reserves therefor have been made.

(vii) Rating Letters. An Officer's certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter signed by each Rating Agency, as applicable, and confirming that such Rating Agency's rating of the Refinancing Notes is as set forth in Section 1(a) of this Supplemental Indenture.

(b) On the Refinancing Date specified above, the Trustee, as custodian of the Global Notes, shall cause all Global Notes representing the Refinanced Notes to be surrendered for transfer and shall cause the Refinanced Notes to be cancelled in accordance with Section 2.10 of the Indenture.

III. Noteholder Consent.

(A) Each Holder or beneficial owner of a Refinancing Note, by its acquisition thereof on the Refinancing Date, shall be deemed to agree to the Indenture, as supplemented by this Supplemental Indenture and the execution by the Co-Issuers and the Trustee hereof.

(B) Written consents to this Supplemental Indenture have been obtained from a Majority of the Subordinated Notes.

IV. Governing Law.

THIS SUPPLEMENTAL INDENTURE AND THE NOTES AND ALL DISPUTES ARISING THEREFROM OR RELATING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

V. Execution in Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

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

VII. No Other Changes.

Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto.

VIII. 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 Indenture and all conditions precedent thereto have been satisfied.

IX. Amended and Restated Indenture.

This Supplemental Indenture may be incorporated into an amended and restated Indenture.

X. Binding Effect.

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

XI. Direction to the Trustee.

The Issuer herby 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.

XII. Limited Recourse; Non-Petition.

The terms of Section 2.8(i), Section 5.4(d) and Section 13.1 of the Indenture shall apply to this Supplemental Indenture mutatis mutandis as if fully set forth herein.

[Signature Page Follows]

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 OCTAGON INVESTMENT PARTNERS 26, LTD.

as Issuer

By: Name: Title: OCTAGON INVESTMENT PARTNERS 26, LLC,

as Co-Issuer

By: Name: Title: U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: Name: Title:

CONSENTED AND AGREED

OCTAGON CREDIT INVESTORS, LLC, as Collateral Manager

By: Name: Title:

Annex A

Conformed Indenture

EXECUTION COPYDraft (v17) 6/8/18

Conformed through the First Supplemental Indenture, dated as of June 13, 2018

INDENTURE

among

OCTAGON INVESTMENT PARTNERS 26, LTD.,Issuer,

OCTAGON INVESTMENT PARTNERS 26, LLC,Co-Issuer,

and

U.S. BANK NATIONAL ASSOCIATION,Trustee

Dated as of April 27, 2016

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 2

Section 1.1 Definitions. 2Section 1.2 Assumptions as to Pledged Obligations. 7376Section 1.3 Rules of Construction. 7679

ARTICLE II THE NOTES 7679

Section 2.1 Forms Generally. 7679Section 2.2 Forms of Notes. 7680Section 2.3 Authorized Amount; Stated Maturity; Denominations. 7881Section 2.4 Additional Notes. 7983Section 2.5 Execution, Authentication, Delivery and Dating. 8186Section 2.6 Registration, Registration of Transfer and Exchange. 8287Section 2.7 Mutilated, Defaced, Destroyed, Lost or Stolen Note. 98103Section 2.8 Payment of Principal and Interest and Other Amounts; Principal and Interest

Rights Preserved. 99104Section 2.9 Persons Deemed Owners. 102107Section 2.10 Surrender of Notes; Cancellation. 102108Section 2.11 Definitive Notes. 103108Section 2.12 Notes Beneficially Owned by Persons Not QIB/QPs or IAI/QPs or in Violation of

ERISA Representations. 104109Section 2.13 Tax Treatment; Tax Certifications. 105110Section 2.14 Issuer Purchase of Secured Notes. 108113

ARTICLE III CONDITIONS PRECEDENT 109114

Section 3.1 Conditions to Issuance of Notes on Closing Date. 109114Section 3.2 Conditions to Issuance of Additional Notes. 113118Section 3.3 Custodianship; Delivery of Collateral Obligations and Eligible Investments.

114119

ARTICLE IV SATISFACTION AND DISCHARGE 115120

Section 4.1 Satisfaction and Discharge of Indenture. 115120Section 4.2 Application of Trust Money. 117122Section 4.3 Repayment of Monies Held by Paying Agent. 117122Section 4.4 Limitation on Obligation to Incur Administrative Expenses. 117123

ARTICLE V REMEDIES 118123

Section 5.1 Events of Default. 118123Section 5.2 Acceleration of Maturity; Rescission and Annulment. 120125Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. 121126Section 5.4 Remedies. 123128

- i-

Section 5.5 Optional Preservation of Assets. 125130Section 5.6 Trustee May Enforce Claims without Possession of Notes. 126131Section 5.7 Application of Money Collected. 126132Section 5.8 Limitation on Suits. 127132Section 5.9 Unconditional Rights of Secured Holders to Receive Principal and Interest.

128133Section 5.10 Restoration of Rights and Remedies. 128133Section 5.11 Rights and Remedies Cumulative. 128133Section 5.12 Delay or Omission Not Waiver. 128134Section 5.13 Control by Majority of Controlling Class. 128134Section 5.14 Waiver of Past Defaults. 129134Section 5.15 Undertaking for Costs. 130135Section 5.16 Waiver of Stay or Extension Laws. 130135Section 5.17 Sale of Assets. 130135Section 5.18 Action on the Notes. 131136

ARTICLE VI THE TRUSTEE 131137

Section 6.1 Certain Duties and Responsibilities. 131137Section 6.2 Notice of Default. 133139Section 6.3 Certain Rights of Trustee. 134139Section 6.4 Not Responsible for Recitals or Issuance of Notes. 137142Section 6.5 May Hold Notes. 137142Section 6.6 Money Held in Trust. 137142Section 6.7 Compensation and Reimbursement. 137142Section 6.8 Corporate Trustee Required; Eligibility. 138143Section 6.9 Resignation and Removal; Appointment of Successor. 139144Section 6.10 Acceptance of Appointment by Successor. 140146Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee. 141146Section 6.12 Co-Trustees. 141146Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds 142147Section 6.14 Authenticating Agents. 143148Section 6.15 Withholding. 143148Section 6.16 Representative for Secured Holders Only; Agent for Each Hedge Counterparty

and the Holders of the Subordinated Notes. 144149Section 6.17 Representations and Warranties of the Bank. 144149Section 6.18 Communication with Rating Agencies. 144150

ARTICLE VII COVENANTS 145150

Section 7.1 Payment of Principal and Interest. 145150Section 7.2 Maintenance of Office or Agency. 145150Section 7.3 Money for Note Payments to Be Held in Trust. 146151Section 7.4 Existence of Co-Issuers. 148153Section 7.5 Protection of Assets. 148154Section 7.6 Opinions as to Assets. 150155Section 7.7 Performance of Obligations. 150155Section 7.8 Negative Covenants. 151156

- ii-

Section 7.9 Statement as to Compliance. 153159Section 7.10 Co-Issuers May Consolidate, etc., only on Certain Terms. 154159Section 7.11 Successor Substituted. 155161Section 7.12 No Other Business. 156161Section 7.13 Annual Rating Review. 156161Section 7.14 Reporting. 156162Section 7.15 Calculation Agent. 157162Section 7.16 Certain Tax Matters. 157163Section 7.17 Ramp-Up Period; Purchase of Additional Collateral Obligations. 167172Section 7.18 Representations Relating to Security Interests in the Assets. 169175Section 7.19 Acknowledgement of Collateral Manager Standard of Care. 172177Section 7.20 Maintenance of Listing. 172177Section 7.21 Section 3(c)(7) Procedures. 172177

ARTICLE VIII SUPPLEMENTAL INDENTURES 173178

Section 8.1 Supplemental Indentures without Consent of Holders of Notes. 173178Section 8.2 Supplemental Indentures with Consent of Holders of Notes. 177182Section 8.3 Execution of Supplemental Indentures. 179184Section 8.4 Effect of Supplemental Indentures. 181187Section 8.5 Reference in Notes to Supplemental Indentures. 182187

ARTICLE IX REDEMPTION OF NOTES 182187

Section 9.1 Mandatory Redemption. 182187Section 9.2 Optional Redemption. 182187Section 9.3 Partial Redemption by Refinancing. 185190Section 9.4 Redemption Following a Tax Event. 186191Section 9.5 Redemption Procedures. 186191Section 9.6 Notes Payable on Redemption Date. 188193Section 9.7 Special Redemption. 189194Section 9.8 Rating Confirmation Redemption. 189194Section 9.9 Re-Pricing of Notes. 190195Section 9.10 Clean-Up Call Redemption. 193198

ARTICLE X ACCOUNTS, ACCOUNTINGS AND RELEASES 194199

Section 10.1 Collection of Money. 194199Section 10.2 Collection Accounts. 194199Section 10.3 Payment Account; Custodial Account; Ramp-Up Account; Expense Reserve

Account; Interest Reserve Account; Unfunded Exposure Account. 196201Section 10.4 Contribution Account. 200205Section 10.5 [Reserved]. 200205Section 10.6 Reinvestment of Funds in Accounts; Reports by Trustee. 200205Section 10.7 Accountings. 201206Section 10.8 Release of Collateral Obligations. 211216Section 10.9 Reports by Independent Accountants. 212217Section 10.10 Reports to Rating Agencies. 213218

-iii-

Section 10.11 Procedures Relating to the Establishment of Accounts Controlled by the Trustee.213219

ARTICLE XI APPLICATION OF MONIES 214219

Section 11.1 Disbursements of Monies from Payment Account. 214219

ARTICLE XII SALE OF COLLATERAL OBLIGATIONS; PURCHASE OFADDITIONAL COLLATERAL OBLIGATIONS 224229

Section 12.1 Sales of Collateral Obligations. 224229Section 12.2 Purchase of Additional Collateral Obligations. 226231Section 12.3 Conditions Applicable to All Sale and Purchase Transactions. 229234Section 12.4 Consent to Extension of Maturity. 229235

ARTICLE XIII HOLDERS' RELATIONS 230235

Section 13.1 Subordination. 230235Section 13.2 Standard of Conduct. 232237Section 13.3 Information Regarding Holders. 232237

ARTICLE XIV MISCELLANEOUS 232238

Section 14.1 Form of Documents Delivered to Trustee. 232238Section 14.2 Acts of Holders. 233238Section 14.3 Notices, etc., to Trustee, the Co-Issuers, the Collateral Administrator, the

Collateral Manager, any Hedge Counterparty, the Paying Agent, theAdministrator and Each Rating Agency. 234239

Section 14.4 Notices to Holders; Waiver. 236242Section 14.5 Effect of Headings and Table of Contents. 238243Section 14.6 Successors and Assigns. 238243Section 14.7 Separability. 238243Section 14.8 Benefits of Indenture. 238244Section 14.9 Legal Holidays. 238244Section 14.10 Governing Law. 239244Section 14.11 Submission to Jurisdiction. 239244Section 14.12 Counterparts. 239244Section 14.13 Acts of Issuer. 239244Section 14.14 Confidential Information. 239245Section 14.15 Liability of Co-Issuers. 241246Section 14.16 17g-5 Information. 241246Section 14.17 Rating Agency Conditions. 242247Section 14.18 Waiver of Jury Trial. 242248Section 14.19 Escheat. 243248Section 14.20 Records. 243248Section 14.21 Trustee Consent to Closing Date Merger 243248

ARTICLE XV ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT243249

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Section 15.1 Assignment of Collateral Management Agreement. 243249

ARTICLE XVI HEDGE AGREEMENTS 244250

Section 16.1 Hedge Agreements. 244250

Schedule 1 – Moody's Industry Classification Group ListSchedule 2 – S&P Industry ClassificationsSchedule 3 – Diversity Score CalculationSchedule 4 – Moody's Rating DefinitionsSchedule 5 – S&P Rating Definition and S&P Recovery Rate and CDO Monitor TablesSchedule 6 – S&P Non-Model Version CDO Monitor Definitions

Exhibit A – Forms of NotesA1 – Form of Global Secured NoteA2 – Form of Global Subordinated NoteA3 – Form of Certificated Secured NoteA4 – Form of Certificated Subordinated Note

Exhibit B – Forms of Transfer and Exchange CertificatesB1 – Form of Transferor Certificate for Transfer of Rule 144A Global Secured Note,

Certificated Secured Note, Rule 144A Global Subordinated Note or CertificatedSubordinated Note to Regulation S Global Secured Note or Regulation S GlobalSubordinated Note

B2A – Form of Transferor Certificate for Transfer of Regulation S Global SecuredNote or Regulation S Global Subordinated Note to Rule 144A Global SecuredNote, Rule 144A Global Subordinated Note or Certificated Secured Note

B2B – Form of Transferor Certificate for Transfer of Certificated Secured Note to Rule144A Global Secured Note

B3 Form of Transferee Certificate for Transfer of Certificated Subordinated NoteB4A – Form of Transferee Certificate for Rule 144A Global Secured NoteB4B – Form of Transferee Certificate for Certificated Secured NoteB5 – Form of Transferee Certificate for Regulation S Global Secured NoteB6 – Form of Transferee Certificate for Global Subordinated NoteB7 – Form of Note ERISA Certificate

Exhibit C – Calculation of LIBORExhibit D – Form of Note Owner CertificateExhibit E – Form of NRSRO CertificationExhibit F – Form of Contribution NoticeExhibit G – Form of Contribution Participation NoticeExhibit H – Form of Trustee Contribution Participation Notice

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INDENTURE, dated as of April 27, 2016, among OCTAGON INVESTMENTPARTNERS 26, LTD., an exempted company incorporated with limited liability under the lawsof the Cayman Islands (the "Issuer"), OCTAGON INVESTMENT PARTNERS 26, LLC, alimited liability company formed under the laws of the State of Delaware (the "Co-Issuer" and,together with the Issuer, the "Co-Issuers"), and U.S. BANK NATIONAL ASSOCIATION, anational banking association, as trustee (herein, together with its permitted successors in thetrusts hereunder, the "Trustee").

PRELIMINARY STATEMENT

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

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

GRANTING CLAUSE

The Issuer hereby Grants to the Trustee, for the benefit and security of theHolders of the Secured Notes, the Trustee, the Collateral Administrator, the Income Note PayingAgent, the Administrator, the Collateral Manager and each Hedge Counterparty (collectively, the"Secured Parties"), all of its right, title and interest in, to and under all securities, loans andinvestments, and (as such terms are defined in the Uniform Commercial Code as in effect in theState of New York) all accounts, chattel paper, commercial tort claims, deposit accounts,documents, financial assets, general intangibles, goods, payment intangibles, instruments,investment property, letter-of-credit rights, money and other supporting obligations, and otherproperty of any type or nature in which the Issuer has an interest, including all proceeds withrespect to the foregoing, in each case whether owned on the Closing Date or thereafter acquiredor arising. Such grants shall include, but are not limited to:

the Collateral Obligations and all payments thereon or with respect(a)thereto;

each of the Accounts (but, with respect to any Hedge Counterparty(b)Collateral Account, only to the extent permitted by the applicable Hedge Agreement),any Eligible Investments purchased with funds on deposit therein, and all income fromthe investment of funds therein;

the equity interest in any Issuer Subsidiary and all payments and rights(c)thereunder;

the Issuer's right under the Collateral Management Agreement as set forth(d)in Article 15 hereof, the Hedge Agreements (provided that there is no such Grant to the

Trustee on behalf of any Hedge Counterparty in respect of its related Hedge Agreement),the Collateral Administration Agreement and the Administration Agreement;

all Cash or Money delivered to the Trustee (or its bailee) for the benefit of(e)the Secured Parties;

any other personal property of the Issuer (whether or not constituting(f)Collateral Obligations or Eligible Investments); and

all proceeds (as defined in the UCC) and products, in each case, with(g)respect to the foregoing (the assets referred to in (a) through (g) are collectively referredto as the "Assets");

provided, that such Grant shall not include (i) the U.S.$250 transaction fee paid to the Issuer inconsideration of the issuance of the Secured Notes and Subordinated Notes, (ii) the fundsattributable to the issuance and allotment of the Issuer's ordinary shares, (iii) the bank account inthe Cayman Islands in which such funds are deposited (or any interest thereon), and (iv) themembership interests of the Co-Issuer (the assets referred to in (i) through (iv), collectively, the"Excepted Property").

The above Grant is made in trust to secure the Secured Notes and the Issuer'sobligations to the Secured Parties under this Indenture, the Collateral Management Agreementand each Hedge Agreement. Except as set forth in the Priority of Payments and Article 13 ofthis Indenture, the Secured Notes are secured equally and ratably without prejudice, priority ordistinction between any Secured Note and any other Secured Note by reason of difference intime of issuance or otherwise, except as expressly provided in this Indenture, and to secure, inaccordance with the priorities set forth in the Priority of Payments, (i) the payment of allamounts due on the Secured Notes in accordance with their terms, (ii) the payment of all othersums payable under this Indenture, the Collateral Management Agreement and all amountspayable under each Hedge Agreement, and (iii) compliance with the provisions of this Indenture,the Collateral Management Agreement and each Hedge Agreement, all as provided in thisIndenture, the Collateral Management Agreement and each Hedge Agreement, respectively. Theforegoing Grant shall, for the purpose of determining the property subject to the lien of thisIndenture, be deemed to include any securities and any investments granted to the Trustee by oron behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forthin the definitions of "Collateral Obligation" or "Eligible Investments," as the case may be.

The Trustee acknowledges such Grants, accepts the trusts hereunder inaccordance with the provisions hereof, and agrees to perform its duties expressly stated herein inaccordance with the provisions hereof.

ARTICLE IDEFINITIONS

Definitions. Except as otherwise specified herein or as the contextSection 1.1may otherwise require, the following terms have the respective meanings set forth below for allpurposes of this Indenture.

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"17g-5 Information": The meaning specified in Section 14.16.

"17g-5 Website": A password-protected internet website which shall initially belocated at https://www.structuredfn.com.

"25% Limitation": A limitation that is exceeded only if Benefit Plan Investorshold 25% or more of the value of any class of equity interests in the Issuer, as calculated underthe Plan Asset Regulations.

"Accepted Purchase Request": The meaning specified in Section 9.9(c).

"Accountants' Certificate": A certificate of the firm or firms appointed by theIssuer pursuant to Section 10.9(a). For the avoidance of doubt, notwithstanding anything to thecontrary set forth herein, no Accountants' Certificate shall be provided to or otherwise sharedwith any Rating Agency.

"Accountants' Effective Date Comparison AUP Report": The meaning specifiedin Section 7.17.

"Accountants' Effective Date Recalculation AUP Report": The meaning specifiedin Section 7.17.

"Accounts": Each of (i) the Payment Account, (ii) the Collection Account, (iii)the Ramp-Up Account, (iv) the Expense Reserve Account, (v) the Interest Reserve Account, (vi)the Custodial Account, (vii) the Unfunded Exposure Account, (viii) the Contribution Accountand (ix) each Hedge Counterparty Collateral Account (if any).

"Accredited Investor": An accredited investor as defined in Regulation D underthe Securities Act.

"Act" and "Act of Holders": The respective meanings specified in Section 14.2.

"Additional Notes": Any Notes issued pursuant to Section 2.4.

"Additional Notes Closing Date": The closing date for the issuance of anyAdditional Notes pursuant to Section 2.4 as set forth in an indenture supplemental to thisIndenture pursuant to Section 8.1(viii).

"Adjusted Collateral Principal Amount": As of any date of determination, (a) theAggregate Principal Balance of the Collateral Obligations (excluding (i) Defaulted Obligations,(ii) Discount Obligations, and (iii) Deferrable Obligations) and (iv) Post-Reinvestment Period Settlement Obligations for which the purchase of such Post-Reinvestment Period Settlement Obligation has not settled within 90 days of the end of the Reinvestment Period, plus (b) withoutduplication, amounts (including Eligible Investments) on deposit (i) in the Collection Accountrepresenting Principal Proceeds and (ii) in the Ramp-Up Account, plus (c) for all DeferrableObligations and all Defaulted Obligations that have been Defaulted Obligations for less thanthree years, the lesser of (i) the S&P Collateral Value thereof and (ii) the Moody's Collateral

- 3-

Value thereof, plus (d) with respect to each Discount Obligation, its Discount ObligationPrincipal Balance, minus (e) the Excess CCC/Caa Adjustment Amount; provided that withrespect to any Collateral Obligation that would be subject to more than one of the definitionsunder clauses (c) through (e) above, such Collateral Obligation shall, for the purposes of thisdefinition, be treated as belonging to the category of Collateral Obligations which results in thelowest Adjusted Collateral Principal Amount on any date of determination; and provided, furtherthat with respect to any Issuer Subsidiary Asset held by an Issuer Subsidiary, for purposes of thisdefinition and the calculation of any Overcollateralization Ratio, such Issuer Subsidiary Assetwill be treated in the same manner as if it were held directly by the Issuer. For the avoidance ofdoubt, (x) the value of equity warrants attached to any Collateral Obligation shall not constitutepart of the Principal Balance thereof for purposes of this definition and (y) the Issuer cannotpurchase Collateral Obligations that mature after the Stated Maturity of the Notes.

"Administration Agreement": An agreement between the Administrator (asadministrator and as share owner) and the Issuer relating to the various corporate managementfunctions the Administrator will perform on behalf of the Issuer, including communications withshareholders and the general public, and the provision of certain clerical, administrative andother services in the Cayman Islands, as such agreement may be amended, supplemented orvaried from time to time.

"Administrative Expense Cap": An amount equal on any Payment Date (whentaken together with any Administrative Expenses paid in the order of priority contained in thedefinition thereof during the period since the preceding Payment Date or, in the case of the firstPayment Date, the Closing Date) to the sum of (a) 0.0165% per annum (prorated for the relatedInterest Accrual Period on the basis of a 360 day year and the actual number of days elapsed) ofthe Fee Basis Amount on the Determination Date relating to the immediately preceding PaymentDate (or, for purposes of calculating this clause (a) in connection with the first Payment Date, onthe Closing Date) and (b) U.S.$200,000 per annum (prorated for the related Interest AccrualPeriod on the basis of a 360 day year comprised of twelve 30 day months); provided, however,that, if the amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A) (includingany excess applied in accordance with this proviso) on the three immediately preceding PaymentDates or during the related Collection Periods is less than the stated Administrative Expense Cap(without regard to any excess applied in accordance with this proviso) in the aggregate for suchthree preceding Payment Dates, the excess may be applied to the Administrative Expense Capwith respect to the then-current Payment Date; provided, further, that in respect of each of thefirst three Payment Dates from the Closing Date, such excess amount shall be calculated basedon the Payment Dates, if any, preceding such Payment Date; provided, further, that, after givingeffect to the application of such excess amount on any Payment Date pursuant to the precedingproviso, sufficient Interest Proceeds remain for the payment of accrued interest on the Class ANotes and Class B Notes due and payable on such Payment Date (after giving effect to any otherpayments required to be made on such date prior to such interest payments in accordance withthe Priority of Payments).

"Administrative Expenses": The fees, expenses (including indemnities) and otheramounts due or accrued with respect to any Payment Date (including, with respect to anyPayment Date, any such amounts that were due and not paid on any prior Payment Date) andpayable in the following order by the Issuer or the Co-Issuer:

- 4-

first, only to the extent not already paid by an Issuer Subsidiary, to make anycapital contribution to such Issuer Subsidiary necessary to pay any unpaid taxes or governmentalor registered office fees owing by such Issuer Subsidiary,

second, to the Trustee and the Income Note Paying Agent for their fees andexpenses (including indemnities) in each of their capacities pursuant hereto and the Income NotePaying Agency Agreement,

third, to the Collateral Administrator for its fees and expenses (includingindemnities) under the Collateral Administration Agreement, and

fourth, on a pro rata basis to (i) the Independent accountants, agents (other thanthe Collateral Manager) and counsel of the Issuer for fees and expenses; (ii) the Rating Agenciesfor fees and expenses (including any annual fee, amendment fees and surveillance fees) inconnection with any rating of the Secured Notes or in connection with the rating of (or provisionof credit estimates in respect of) any Collateral Obligations; (iii) the Collateral Manager for itsfees and expenses (including indemnities) under this Indenture and the Collateral ManagementAgreement that are permitted to be paid pursuant to the Collateral Management Agreement,including without limitation reasonable expenses of the Collateral Manager (including (x) actualfees incurred and paid by the Collateral Manager for its accountants, agents, counsel andadministration and (y) out-of-pocket travel and other miscellaneous expenses incurred and paidby the Collateral Manager in connection with the Collateral Manager's management of theCollateral Obligations (including without limitation expenses related to the workout of CollateralObligations), which shall be allocated among the Issuer and other clients of the CollateralManager to the extent such expenses are incurred in connection with the Collateral Manager'sactivities on behalf of the Issuer and such other clients) actually incurred and paid in connectionwith the purchase or sale of any Collateral Obligations and any other expenses actually incurredand paid in connection with the Collateral Obligations pursuant to the Collateral ManagementAgreement but excluding the Management Fees; (iv) the Administrator pursuant to theAdministration Agreement, the Income Note Administrator pursuant to the Income NoteAdministration Agreement and MaplesFS Limited pursuant to the Registered Office Agreementand the Income Note Registered Office Terms; and (v) any other Person in respect of any otherfees or expenses permitted under this Indenture and the documents delivered pursuant to or inconnection with this Indenture (including Petition Expenses, expenses incurred in connectionwith setting up and administering Issuer Subsidiaries or achieving FATCA compliance orotherwise complying with tax laws, the payment of facility rating fees and all legal and otherfees and expenses incurred in connection with the purchase or sale of any Collateral Obligationsand any other expenses incurred in connection with the Collateral Obligations, including anyExcepted Advances and all fees and expenses of the Income Note Issuer payable in accordancewith the Fee Letter) and the Notes, including but not limited to, amounts owed to the Co-Issuerpursuant to Section 7.1, any amounts due in respect of the listing of the Notes (other than theClass E Notes, the Class F-R Notes and the Subordinated Notes) on any stock exchange ortrading system, any costs associated with producing Definitive Notes, and any fees, expenses andindemnities owing to the Tax Matters Holder as provided herein; provided that (x) amounts duein respect of actions taken on or before the Closing Date shall not be payable as AdministrativeExpenses but shall be payable only from the Expense Reserve Account pursuant to Section

- 5-

10.3(d), (y) for the avoidance of doubt, amounts that are specified as payable under the Priorityof Payments that are not specifically identified therein as Administrative Expenses (including,without limitation, interest and principal in respect of the Notes, amounts owing to HedgeCounterparties and unpaid taxes or governmental or registered office fees owing by IssuerSubsidiaries) shall not constitute Administrative Expenses and (z) the Collateral Manager maydirect the payment of Rating Agency fees (only out of amounts available pursuant to clause (b)of the definition of "Administrative Expense Cap") other than in the order required above, if, inthe Collateral Manager's commercially reasonable judgment such payments are necessary toavoid the withdrawal of any currently assigned rating on any Outstanding Class of SecuredNotes.

"Administrator": MaplesFS Limited and its successors.

"Affiliate" or "Affiliated": With respect to a Person, (a) any other Person who,directly or indirectly, is in control of, or controlled by, or is under common control with, suchPerson or (b) any other Person who is a director, officer or employee (i) of such Person, (ii) ofany subsidiary or parent company of such Person or (iii) of any Person described in clause (a)above; provided that neither the Administrator nor any of its Affiliates nor any special purposeentity for which they act as share trustee or administrator, as applicable, shall be deemed to be anAffiliate of the Issuer or the Co-Issuer solely because the Administrator or any of its Affiliatesserves as administrator or share trustee for the Issuer or the Co-Issuer. For the purposes of thisdefinition, control of a Person shall mean the power, direct or indirect, (x) to vote more than 50%of the securities having ordinary voting power for the election of directors of any such Person or(y) to direct or cause the direction of the management and policies of such Person whether bycontract or otherwise; provided that no entity to which the Administrator or any of its Affiliatesprovides shares trustee and/or administration services, including the provision of directors, willbe considered to be an Affiliate of the Issuer or the Co-Issuer solely by reason thereof. Forpurposes of this definition with respect to the Initial Majority Subordinated Noteholder, the term"Affiliate" shall include any account, fund, client or portfolio established and controlled by theinvestment advisor of the Initial Majority Subordinated Noteholder or for which such investmentadvisor or an Affiliate of such investment advisor acts as the investment adviser or exercisesdiscretionary control.

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

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

"Aggregate Principal Balance": When used with respect to all or a portion of theCollateral Obligations or the other Pledged Obligations, the sum of the Principal Balances of allor such portion of the Collateral Obligations or Pledged Obligations, as applicable.

"Aggregate Ramp-Up Par Amount": An amount equal to U.S.$500,000,000.

"Aggregate Ramp-Up Par Condition": A condition satisfied as of the end of theRamp-Up Period (or, with respect to the determination and application of the Effective Date

- 6-

Interest Designation Amount, the Determination Date relating to the second Payment Date) if theIssuer has purchased, or entered into binding commitments to purchase, Collateral Obligations,including Collateral Obligations committed to be acquired by the Issuer on or prior to theClosing Date, having an Aggregate Principal Balance that in the aggregate equals or exceeds theAggregate Ramp-Up Par Amount, without regard to sales in an aggregate amount not exceeding2.5% of the Aggregate Ramp-Up Par Amount, prepayments, maturities or redemptions; providedthat the Principal Balance of any Defaulted Obligation shall be the lower of its S&P CollateralValue and its Moody's Collateral Value.

"Alternative Index": The meaning specified in the definition of "LIBOR".

"Alternative Method": The meaning specified in Section 7.16(t).

"Applicable Issuer" or "Applicable Issuers": With respect to the Secured Notes ofany Class, the Issuer or each of the Co-Issuers, as specified in Section 2.3, with respect to theSubordinated Notes, the Issuer only and with respect to the Income Notes, the Income NoteIssuer.

"Asset Quality Matrix": The following chart is used to determine which of the"row/column combinations" (or the linear interpolation between two adjacent rows and/or twoadjacent columns, as applicable) are applicable for purposes of determining compliance with theMoody's Diversity Test, the Maximum Moody's Rating Factor Test and the Minimum FloatingSpread Test, as set forth in Section 7.17(f).

Minimum Diversity ScoreMinimumWeightedAverageSpread

40[•] 45[•] 50[•] 55[•] 60[•] 65[•] 70[•] 75[•] 80[•]

2.00[•]%2230[•]

2290[•]

2335[•]

2380[•]

2410[•]

2430[•]

2455[•]

2475[•]

2490[•]

2.10[•]%2270[•]

2325[•]

2380[•]

2420[•]

2455[•]

2490[•]

2505[•]

2525[•]

2545[•]

2.20[•]%2290[•]

2350[•]

2400[•]

2440[•]

2475[•]

2505[•]

2535[•]

2550[•]

2575[•]

2.30[•]%2305[•]

2370[•]

2415[•]

2460[•]

2495[•]

2530[•]

2555[•]

2580[•]

2595[•]

2.40[•]%2340[•]

2400[•]

2455[•]

2495[•]

2535[•]

2565[•]

2595[•]

2620[•]

2645[•]

2.50[•]%2380[•]

2440[•]

2490[•]

2535[•]

2570[•]

2605[•]

2630[•]

2660[•]

2680[•]

2.60[•]%2415[•]

2475[•]

2525[•]

2570[•]

2610[•]

2640[•]

2670[•]

2695[•]

2720[•]

2.70[•]%2450[•]

2510[•]

2565[•]

2605[•]

2645[•]

2680[•]

2705[•]

2735[•]

2755[•]

2.80[•]%2485[•]

2545[•]

2600[•]

2645[•]

2680[•]

2715[•]

2745[•]

2770[•]

2795[•]

2.90[•]%2525[•]

2580[•]

2635[•]

2680[•]

2720[•]

2750[•]

2780[•]

2810[•]

2830[•]

3.00[•]%2555[•]

2620[•]

2670[•]

2715[•]

2755[•]

2790[•]

2820[•]

2845[•]

2870[•]

3.10[•]%2590[•]

2655[•]

2705[•]

2750[•]

2790[•]

2825[•]

2855[•]

2880[•]

2905[•]

3.20[•]%2625[•]

2685[•]

2740[•]

2785[•]

2825[•]

2860[•]

2890[•]

2920[•]

2945[•]

3.30[•]%2660[•]

2725[•]

2775[•]

2820[•]

2860[•]

2895[•]

2930[•]

2955[•]

2980[•]

3.40[•]% 2695[ 2760[ 2810[ 2860[ 2900[ 2935[ 2965 2990 3015[

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Minimum Diversity Score•] •] •] •] •] •] [•] [•] •]

3.50[•]%2730[•]

2795[•]

2845[•]

2895[•]

2935[•]

2970[•]

3000[•]

3025[•]

3050[•]

3.60[•]%2765[•]

2825[•]

2880[•]

2930[•]

2970[•]

3005[•]

3035[•]

3060[•]

3085[•]

3.70[•]%2795[•]

2860[•]

2915[•]

2960[•]

3005[•]

3040[•]

3070[•]

3095[•]

3120[•]

3.80[•]%2830[•]

2895[•]

2950[•]

2995[•]

3035[•]

3070[•]

3105[•]

3130[•]

3155[•]

3.90[•]%2865[•]

2930[•]

2980[•]

3030[•]

3070[•]

3105[•]

3135[•]

3165[•]

3190[•]

3.95[•]%2895[•]

2960[•]

3015[•]

3060[•]

3100[•]

3135[•]

3170[•]

3195[•]

3220[•]

4.00[•]%2925[•]

2990[•]

3045[•]

3090[•]

3130[•]

3170[•]

3200[•]

3225[•]

3250[•]

4.10[•]%2955[•]

3020[•]

3075[•]

3120[•]

3160[•]

3200[•]

3230[•]

3255[•]

3280[•]

4.20[•]%2985[•]

3050[•]

3105[•]

3150[•]

3190[•]

3225[•]

3255[•]

3285[•]

3310[•]

4.30[•]%2230[•]

2290[•]

2335[•]

2380[•]

2410[•]

2430[•]

2455[•]

2475[•]

2490[•]

4.40[•]%2270[•]

2325[•]

2380[•]

2420[•]

2455[•]

2490[•]

2505[•]

2525[•]

2545[•]

4.50[•]%2290[•]

2350[•]

2400[•]

2440[•]

2475[•]

2505[•]

2535[•]

2550[•]

2575[•]

4.60[•]%2305[•]

2370[•]

2415[•]

2460[•]

2495[•]

2530[•]

2555[•]

2580[•]

2595[•]

4.70[•]%2340[•]

2400[•]

2455[•]

2495[•]

2535[•]

2565[•]

2595[•]

2620[•]

2645[•]

4.80[•]%2380[•]

2440[•]

2490[•]

2535[•]

2570[•]

2605[•]

2630[•]

2660[•]

2680[•]

4.90[•]%2415[•]

2475[•]

2525[•]

2570[•]

2610[•]

2640[•]

2670[•]

2695[•]

2720[•]

5.00[•]%2450[•]

2510[•]

2565[•]

2605[•]

2645[•]

2680[•]

2705[•]

2735[•]

2755[•]

5.10[•]%2485[•]

2545[•]

2600[•]

2645[•]

2680[•]

2715[•]

2745[•]

2770[•]

2795[•]

5.20[•]%2525[•]

2580[•]

2635[•]

2680[•]

2720[•]

2750[•]

2780[•]

2810[•]

2830[•]

5.30[•]%2555[•]

2620[•]

2670[•]

2715[•]

2755[•]

2790[•]

2820[•]

2845[•]

2870[•]

5.40[•]%2590[•]

2655[•]

2705[•]

2750[•]

2790[•]

2825[•]

2855[•]

2880[•]

2905[•]

5.50[•]%2625[•]

2685[•]

2740[•]

2785[•]

2825[•]

2860[•]

2890[•]

2920[•]

2945[•]

5.60[•]%2660[•]

2725[•]

2775[•]

2820[•]

2860[•]

2895[•]

2930[•]

2955[•]

2980[•]

5.70[•]%2695[•]

2760[•]

2810[•]

2860[•]

2900[•]

2935[•]

2965[•]

2990[•]

3015[•]

5.80[•]%2730[•]

2795[•]

2845[•]

2895[•]

2935[•]

2970[•]

3000[•]

3025[•]

3050[•]

5.90[•]%2765[•]

2825[•]

2880[•]

2930[•]

2970[•]

3005[•]

3035[•]

3060[•]

3085[•]

6.00[•]%2795[•]

2860[•]

2915[•]

2960[•]

3005[•]

3040[•]

3070[•]

3095[•]

3120[•]

"Assets": The meaning assigned in the Granting Clause hereof.

"Assigned Moody's Rating": The meaning specified in Schedule 4.

"Assumed Reinvestment Rate": The then-current rate of interest being paid bythe Bank on time deposits in the Bank having a scheduled maturity of the date prior to the nextPayment Date (as determined on the most recent Interest Determination Date relating to anInterest Accrual Period beginning on a Payment Date or the Closing Date, as applicable).

- 8-

"Authenticating Agent": With respect to the Notes, the Person designated by theTrustee to authenticate such Notes on behalf of the Trustee pursuant to Section 6.14.

"Authorized Denominations": The meaning specified in Section 2.3(b).

"Authorized Officer": With respect to the Issuer, the Co-Issuer or the IncomeNote Issuer, any Officer or any other Person who is authorized to act for the Issuer, the Co-Issueror the Income Note Issuer, as applicable, in matters relating to, and binding upon, the Issuer, theCo-Issuer or the Income Note Issuer. With respect to the Collateral Manager, any Officer,employee, member or agent of the Collateral Manager who is authorized to act for the CollateralManager in matters relating to, and binding upon, the Collateral Manager with respect to thesubject matter of the request, certificate or order in question. With respect to the CollateralAdministrator, any Officer, employee or agent of the Collateral Administrator who is authorizedto act for the Collateral Administrator in matters relating to, and binding upon, the CollateralAdministrator with respect to the subject matter of the request or certificate in question. Withrespect to the Trustee or any other bank or trust company acting as trustee of an express trust oras custodian, a Trust Officer. Each party may receive and accept a certification of the authorityof any other party as conclusive evidence of the authority of any person to act, and suchcertification may be considered as in full force and effect until receipt by such other party ofwritten notice to the contrary.

"Available Purchase Amounts": With respect to any proposed purchase ofSecured Notes by the Issuer pursuant to Section 2.14, the sum of (a) amounts in the PrincipalCollection Account that are not (x) amounts deposited in the Principal Collection Accountpursuant to Section 11.1(a)(i)(Q) on the immediately preceding Payment Date or (y) SaleProceeds from the sale of Credit Improved Obligations and (b) the amount of any Contributionsdesignated for purchase of Secured Notes by the Contributor.

"Average Life": On any date of determination with respect to any CollateralObligation, the quotient obtained by dividing (i) the sum of the products of (a) the number ofyears (rounded to the nearest one hundredth thereof) from such date of determination to therespective dates of each successive Scheduled Distribution of principal of such CollateralObligation and (b) the respective amounts of principal of such Scheduled Distributions by (ii) thesum of all successive Scheduled Distributions of principal on such Collateral Obligation.

"Balance": On any date, with respect to Cash or Eligible Investments in anyaccount, the aggregate (i) current balance of Cash, demand deposits, time deposits, certificates ofdeposit and federal funds; (ii) principal amount of interest bearing corporate and governmentsecurities, money market accounts and repurchase obligations; and (iii) purchase price (but notgreater than the face amount) of non-interest bearing government and corporate securities andcommercial paper.

"Bank": U.S. Bank National Association, a national banking association(including any organization or entity succeeding to all or substantially all of the corporate trustbusiness of U.S. Bank National Association), in its individual capacity and not as Trustee, andany successor thereto.

- 9-

"Bankruptcy Law": The federal Bankruptcy Code, Title 11 of the United StatesCode, as amended from time to time, and any successor statute or any other applicable federal orstate bankruptcy law or similar law, and any bankruptcy, insolvency, winding up, reorganizationor similar law enacted under the laws of the Cayman Islands or any other applicable jurisdiction,including without limitation, Part V of the Companies Law (20132018 Revision) of the CaymanIslands, the Companies Winding Up Rules 2008, 2018 of the Cayman Islands and theBankruptcy Law (1997 Revision) of the Cayman Islands, each as amended from time to time.

"Bankruptcy Subordination Agreement": The meaning specified in Section 13.1(d).

"Benefit Plan Investor": A benefit plan investor, as defined in 29 C.F.R. Section2510.3-101 and Section 3(42) of ERISA, which includes (a) an employee benefit plan (asdefined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions ofTitle I of ERISA, (b) a plan that is subject to Section 4975 of the Code or (c) any entity whoseunderlying assets include "plan assets" by reason of any such employee benefit plan's or plan'sinvestment in the entity.

"Board of Directors": With respect to the Issuer, the directors of the Issuer dulyappointed by the shareholder of the Issuer or the board of directors of the Issuer pursuant to thecurrent articles of association of the Issuer, and with respect to the Co-Issuer, the manager of theCo-Issuer duly appointed by the sole member of the Co-Issuer.

"Board Resolution": With respect to the Issuer, a duly passed resolution of theBoard of Directors of the Issuer and, with respect to the Co-Issuer, an action in writing by themanager of the Co-Issuer.

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

"Bridge Loan": Any obligation or debt security incurred or issued in connectionwith a merger, acquisition, consolidation, sale of all or substantially all of the assets of a personor entity, restructuring or similar transaction, which obligation or security by its terms is requiredto be repaid within one year of the incurrence thereof with proceeds from additional borrowingsor other refinancings (other than any additional borrowing or refinancing if one or more financialinstitutions has provided the Obligor of such obligation or security with a binding writtencommitment to provide the same, so long as (i) such commitment is equal to the outstandingprincipal amount of the Bridge Loan and (ii) such committed replacement facility has a maturityof at least one year and cannot be extended beyond such one year maturity pursuant to the termsthereof).

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

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"Caa Collateral Obligation": A Collateral Obligation (other than a DefaultedObligation or a Deferring Obligation) with a Moody's Default Probability Rating of "Caa1" orlower.

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

"CCC/Caa Excess": The excess, if any, of (a) the greater of (i) the AggregatePrincipal Balance of all Collateral Obligations that are Caa Collateral Obligations or (ii) theAggregate Principal Balance of all Collateral Obligations that are CCC Collateral Obligations,over (b) 7.5% of the Collateral Principal Amount as of the current Determination Date; provided,that in determining which of the Collateral Obligations shall be included in the CCC/Caa Excess,the Collateral Obligations with the lowest price (expressed as a percentage of par) as determinedpursuant to clauses (i) through (iv) of the definition of Market Value shall be deemed toconstitute such CCC/Caa Excess.

"Calculation Agent": The meaning specified in Section 7.15(a).

"Cash": Such coin or currency of the United States of America as at the timeshall be legal tender for payment of all public and private debts.

"Cayman FATCA Legislation": The Cayman Islands Tax Information AuthorityLaw (20142017 Revision) (as amended) together with all regulations and guidance notes madepursuant to such Law (including the Organisation for Economic Co-operation and Development Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard) (as amended, and together with any regulations and guidance notes made pursuant thereto).

"Certificate of Authentication": The meaning specified in Section 2.1.

"Certificated Notes": Any Certificated Secured Note or Certificated SubordinatedNote.

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

"Certificated Securities": The meaning specified in Section 8-102(a)(4) of theUCC.

"Certificated Subordinated Note": The meaning specified in Section 2.2(b)(ii).

"Certifying Person": The meaning specified in Section 14.4.

"CFR": The meaning specified in Schedule 4.

"Class": In the case of (a) the Secured Notes, all of the Secured Notes having thesame Note Interest Rate, Stated Maturity and designation and (b) the Subordinated Notes, all ofthe Subordinated Notes.

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

"Class A Notes": Prior to the Refinancing Date, the Class A Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class A-R Notes.

"Class A-1-R Notes": The Class A-1-R Senior Secured Floating Rate Notesissued pursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class BA-2-R Notes": The Class A-2-R Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class A-R Notes": Collectively, the Class B-1 Notes and the Class B-2A-1-R Notes and the Class A-2-R Notes.

"Class B Notes": Prior to the Refinancing Date, collectively, the Class B-1 Notes and the Class B-2 Notes and on and after the Refinancing Date, the Class B-R Notes.

"Class B-1 Notes": The Class B-1 Senior Secured Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class B-2 Notes": The Class B-2 Senior Secured Fixed Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class B-R Notes": The Class B-R Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class Break-even Default Rate": With respect to the Class A-1-R Notes, themaximum percentage of defaults, as determined at any time through application of the S&PCDO Monitor that is applicable to the portfolio of Collateral Obligations, that the CurrentPortfolio or the Proposed Portfolio, as applicable, can sustain, which, after giving effect to S&P'sassumptions on recoveries, defaults and timing and to the Priority of Payments, will result insufficient funds remaining for the payment of such Class of Notes in full.

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

"Class C Notes": Prior to the Refinancing Date, the Class C Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class C-R Notes.

"Class C-R Notes": The Class C-R Secured Deferrable Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

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

"Class D Notes": Prior to the Refinancing Date, the Class D Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class D-R Notes.

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

"Class Default Differential": With respect to the Class A-1-R Notes at any time,the rate calculated by subtracting the Class Scenario Default Rate at such time for such Class ofNotes from the Class Break-even Default Rate for such Class of Notes at such time.

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

"Class E Notes": Prior to the Refinancing Date, the Class E Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class E-R Notes.

"Class E-R Notes": The Class E-R Secured Deferrable Floating Rate Notes issuedpursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class F-R Notes": The Class F-R Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

"Class Scenario Default Rate": With respect to the Class A-1-R Notes, at anytime, an estimate of the cumulative default rate for the Current Portfolio or the ProposedPortfolio, as applicable, consistent with S&P's initial rating of such Class of Notes, determinedby application by the Collateral Manager of the S&P CDO Monitor at such time.

"Clean-Up Call Purchase Price": The meaning specified in Section 9.10(b)hereof.

"Clean-Up Call Redemption": The meaning specified in Section 9.10(a) hereof.

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

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

"Clearing Corporation Security": Securities which are in the custody of ormaintained on the books of a Clearing Corporation or a nominee subject to the control of a

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Clearing Corporation and, if they are Certificated Securities in registered form, properlyendorsed to or registered in the name of the Clearing Corporation or such nominee.

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

"Closing Date": April 27, 2016.

"Closing Date Merger": The merger of Octagon Investment Partners FundingLtd., an exempted company incorporated with limited liability under the Companies Law (2013Revision) (as amended) of the Cayman Islands, with and into the Issuer on the Closing Datepursuant to the Plan of Merger.

"Code": The United States Internal Revenue Code of 1986, as amended fromtime to time and the Treasury regulationsRegulations promulgated thereunder.

"Co-Issuer": Octagon Investment Partners 26, LLC, until a successor Person shallhave become the Co-Issuer pursuant to the applicable provisions of this Indenture, and thereafter"Co-Issuer" shall mean such successor Person.

"Co-Issuers": The Issuer and the Co-Issuer.

"Collateral Administration Agreement": An agreement dated as of the ClosingDate among the Issuer, the Collateral Manager and the Collateral Administrator, as amendedfrom time to time.

"Collateral Administrator": The Bank, in its capacity as such under the CollateralAdministration Agreement, and any successor thereto.

"Collateral Interest Amount": As of any date of determination, withoutduplication, the aggregate amount of Interest Proceeds that has been received or that is expectedto be received in Cash (other than Interest Proceeds expected to be received from DefaultedObligations, but including Interest Proceeds actually received from Defaulted Obligations (ineach case in accordance with the definition of "Interest Proceeds")), in each case during theCollection Period in which such date of determination occurs (or after such Collection Period buton or prior to the related Payment Date if such Interest Proceeds would be treated as InterestProceeds with respect to such Collection Period).

"Collateral Management Agreement": The Collateral Management Agreement,dated as of April 27, 2016, between the Issuer and the Collateral Manager, as amended from timeto time.

"Collateral Manager": Octagon Credit Investors, LLC, a Delaware limitedliability company, until a successor Person shall have become the Collateral Manager pursuant tothe provisions of the Collateral Management Agreement, and thereafter "Collateral Manager"shall mean such successor Person.

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"Collateral Manager Incentive Fee Amount": The fee payable to the CollateralManager on each Payment Date on and after which the Subordinated Notes have realized aSubordinated Notes Internal Rate of Return of 12%, pursuant to the Collateral ManagementAgreement and the Priority of Payments, in an amount equal to 20% of any remaining InterestProceeds and Principal Proceeds, as applicable, on such Payment Date.

"Collateral Manager Notes": As of any date of determination, (a) all Notesowned by (i) the Collateral Manager, (ii) any Affiliate of the Collateral Manager or (iii) anyclient, account or investment fund over which the Collateral Manager or any such Affiliate hasdiscretionary voting authority and (b) all Notes as to which voting rights with respect to suchNotes are controlled on such date (whether through any derivative financial transaction orotherwise) by any Person identified in the foregoing clause (a); provided that Collateral ManagerNotes shall not include any Notes held by an entity managed by the Collateral Manager or anaffiliate thereof if such entity has retained discretionary voting authority over matters inconnection with which the Collateral Manager Notes would be disregarded for purposes ofdetermining whether the Holders of the requisite Aggregate Outstanding Amount of Notes havegiven any request, demand, authorization, direction, notice, consent or waiver under thisIndenture or the Collateral Management Agreement.

"Collateral Obligation": An obligation that as of the date of acquisition by theIssuer (or the date the Issuer commits to acquire):

is a Secured Loan Obligation, Unsecured Loan or Participation Interest in(i)a Secured Loan Obligation or an Unsecured Loan;

is U.S. Dollar denominated and is not convertible by (a) the Issuer or (b)(ii)the Obligor of such Collateral Obligation into any other currency, with any paymentsunder such Collateral Obligation to be made only in U.S. Dollars;

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

is not a Synthetic Security and does not constitute or support a letter of(iv)credit;

is not a lease (including a Finance Lease);(v)

is not a Structured Finance Obligation;(vi)

if it is a Deferrable Obligation, it is not currently deferring or capitalizing(vii)the payment of accrued and unpaid interest or in default with respect to the portion of theinterest due thereon to be paid in Cash on each payment date with respect thereto, if any;

provides for a fixed amount of principal payable on scheduled payment(viii)dates and/or at maturity and does not by its terms provide for earlier amortization orprepayment at a price of less than par;

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

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does not constitute Margin Stock;(x)

gives rise only to payments that do not subject the Issuer to withholding(xi)tax or other similar tax, other than any taxes imposed pursuant to FATCA andwithholding or other similar taxes on commitment fees or similar fees or fees that by theirnature are commitment fees or similar fees, unless the related Obligor is required to make"gross-up" payments that ensure that the net amount actually received by the Issuer (afterpayment of all taxes, whether imposed on such Obligor or the Issuer) will equal the fullamount that the Issuer would have received had no such taxes been imposed;

has both a Moody's Rating of at least "Caa3" and an S&P Rating of at(xii)least "CCC-" and does not have (A) an "f", "r", "p", "pi", "q", "t" or "sf" subscriptassigned by S&P or (B) an "sf" subscript assigned by Moody's;

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

is not an obligation (other than a Revolving Collateral Obligation or(xiv)Delayed Drawdown Collateral Obligation) pursuant to which any future advances orpayments, other than Excepted Advances, to the Obligor thereof may be required to bemade by the Issuer;

is purchased at a purchase price (expressed as a percentage of the par(xv)amount of such Collateral Obligation) not less than [60]%;

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

is not subject to a tender offer, voluntary redemption, exchange offer,(xvii)conversion or other similar action for a price less than its purchase price plus all accruedand unpaid interest;

is issued by a Non-Emerging Market Obligor that is not Domiciled in a(xviii)Group IV Country;

is not a Zero-Coupon Security or an interest-only obligation;(xix)

does not mature after the Stated Maturity of the Notes;(xx)

is issued in registered form for U.S. federal income tax purposes unless(xxi)not a "registration-required obligation" (as defined in Section 163(f)(2)(A) of the Code) and issued after July 18, 1984;

is not issued by an Obligor that has a Total Indebtedness of less than(xxii)U.S.$150,000,000;

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is not an Equity Security or an obligation which by its terms is convertible(xxiii)into or exchangeable for an Equity Security;

is not a Step-Up Obligation, a Step-Down Obligation or a Bridge Loan;(xxiv)

is not a Bond, note or other security; and(xxv)

if committed to be acquired prior to the satisfaction of the Controlling(xxvi)Class Condition, is not a Non-Recourse Obligation.

"Collateral Principal Amount": As of any date of determination, the sum of (a)the Aggregate Principal Balance of the Collateral Obligations, including the funded andunfunded balance on any Revolving Collateral Obligation and Delayed Drawdown CollateralObligation, and (b) without duplication, the amounts on deposit in the Collection Accountrepresenting Principal Proceeds and the Ramp-Up Account (including Eligible Investmentstherein).

"Collateral Quality Test": A test satisfied if, as of any date on which adetermination is required hereunder at, or subsequent to, the end of the Ramp-Up Period, in theaggregate, the Collateral Obligations owned or committed to be purchased (or in relation to aproposed purchase of a Collateral Obligation, proposed to be owned) by the Issuer satisfy eachof the tests set forth below (or, unless otherwise explicitly provided for in Section 12.2(a), if anysuch test is not satisfied, the level of compliance with such test is maintained or improved),calculated in each case as required by Section 1.2:

the Minimum Fixed Coupon Test;(i)

the Minimum Floating Spread Test;(ii)

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

the Moody's Diversity Test;(iv)

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

the Weighted Average Life Test;(vi)

the S&P CDO Monitor Test; and(vii)

the S&P Minimum Weighted Average Recovery Rate Test.(viii)

"Collection Account": Collectively, the Interest Collection Account and thePrincipal Collection Account.

"Collection Period": With respect to any Payment Date, the period commencingimmediately following the prior Collection Period (or on the Closing Date, in the case of theCollection Period relating to the first Payment Date) and ending on the day that is six (6)Business Days prior to the Payment Date; provided that (i) the final Collection Period preceding

- 17-

the latest Stated Maturity of any Class of Notes shall commence immediately following the priorCollection Period and end on the day preceding such Stated Maturity, (ii) the final CollectionPeriod preceding a Redemption by Liquidation, Clean-Up Call Redemption or Tax Redemptionof the Notes shall commence immediately following the prior Collection Period and end on theday preceding the Redemption Date, and (iii) the final Collection Period preceding theRedemption by Refinancing of any Class of Notes shall commence immediately following theprior Collection Period and end on the day preceding the related Redemption Date (except that,to the extent proceeds from the related Refinancing are received on the related Redemption Date,such Refinancing Proceeds shall be deemed to have been received by the Issuer during therelated Collection Period); provided, further, that with respect to any Payment Date and anyamounts payable to the Issuer under a Hedge Agreement, the Collection Period will commenceon the day after the prior Payment Date and end on such Payment Date.

"Concentration Limitations": Limitations satisfied, if as of any date ofdetermination at or subsequent to, the end of the Ramp-Up Period, in the aggregate, theCollateral Obligations owned or committed to be purchased (or in relation to a proposedpurchase of a Collateral Obligation, proposed to be owned) by the Issuer comply with all of therequirements set forth below, calculated in each case as required by Section 1.2 (or, in certaincases, if not in compliance at the time of reinvestment, the relevant requirements must bemaintained or improved after giving effect to the purchase).

no more than the percentage listed below of the Collateral Principal(i)Amount may be issued by Obligors Domiciled in the country or countries set forthopposite such percentage:

% Limit Country or Countries20.0% All countries (in the aggregate) other than the United States;10.0% All countries (in the aggregate) other than the United States,

Canada and, solely with respect to an Obligor organized in a TaxJurisdiction but Domiciled (in accordance with clause (b) of thedefinition of "Domicile") in the United States or Canada, suchTax Jurisdiction;

20.0% All Group Countries in the aggregate;10.0% The United Kingdom;20.0% All Group I Countries in the aggregate;10.0% Any individual Group I Country;10.0% All Group II Countries in the aggregate;5.0% Any individual Group II Country;7.5% All Group III Countries in the aggregate;5.0% Any individual Group III Country; and5.0% All Tax Jurisdictions in the aggregate;

not less than 94.25% (or the percentage corresponding to the selected(ii)Cov-Lite Matrix Row) of the Collateral Principal Amount may consist of, in the aggregate, of Collateral Obligations that are Senior Secured Loans and EligibleInvestments representing Principal Proceeds;

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not more than 5.75% (or the percentage corresponding to the selected(iii)Cov-Lite Matrix Row) of the Collateral Principal Amount may consist of, in the aggregate, of Collateral Obligations that are Second Lien Loans and Unsecured Loans;

not more than 2.5% of the Collateral Principal Amount may consist of(iv)Current Pay Obligations;

not more than 5.0% of the Collateral Principal Amount may consist of(v)Fixed Rate Obligations;

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

not more than 2.0% of the Collateral Principal Amount may consist of(vii)obligations issued by a single Obligor, except that obligations (other than DIP CollateralObligations) issued by up to five Obligors may each constitute up to 2.5% of theCollateral Principal Amount; provided that one Obligor shall not be considered anaffiliate of another Obligor solely because they are controlled by the same financialsponsor;

not more than 10.0% of the Collateral Principal Amount may consist of(viii)obligations in the same S&P Industry Classification group, except that, withoutduplication, (A) Collateral Obligations in one S&P Industry Classification group mayconstitute up to 11.0% of the Collateral Principal Amount, (B) Collateral Obligations inone S&P Industry Classification group may constitute up to 12.0% of the CollateralPrincipal Amount and (C) Collateral Obligations in one S&P Industry Classificationgroup may constitute up to 14.0% of the Collateral Principal Amount;

(a) not more than 7.5% of the Collateral Principal Amount may consist of(ix)Collateral Obligations with a Moody's Default Probability Rating of "Caa1" or below,excluding Defaulted Obligations and (b) not more than 7.5% of the Collateral PrincipalAmount may consist of Collateral Obligations with an S&P Rating of "CCC+" or below,excluding Defaulted Obligations;

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

(a) prior to the satisfaction of the Controlling Class Condition, not more(xi)than 75.0% (or(I) the applicable percentage corresponding to the selected Cov-Lite Matrix Row) of the Collateral Principal Amount determined in accordance with the Cov-Lite Matrix may consist of Cov-Lite Loans (without giving effect to the proviso in the definition thereof) and (II) 65% of the Collateral Principal Amount may consist ofCov-Lite Loans and (b) from and after the satisfaction of the Controlling ClassCondition, not more than 75.095% (or such other percentage as requested by theCollateral Manager and approved in writing by a Majority of the Controlling Class(without the need for a supplemental indenture)) of the Collateral Principal Amount mayconsist of Cov-Lite Loans;

- 19-

not more than 10.0% of the Collateral Principal Amount may consist of(xii)Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations;

not more than 2.5% of the Collateral Principal Amount may consist of(xiii)Deferrable Obligations (including Partial Deferrable Obligations);

prior to the satisfaction of the Controlling Class Condition, not more than(xiv)25.0% of the Collateral Principal Amount may consist of Discount Obligations;

not more than 10.0% of the Collateral Principal Amount may consist of(xv)Participation Interests;

the Moody's Counterparty Criteria are met;(xvi)

the Third Party Credit Exposure Limits are not exceeded; and(xvii)

(x) prior to the satisfaction of the Controlling Class Condition, not more(xviii)than 5.0[5.0]% of the Collateral Principal Amount and (y) from and after the satisfaction of the Controlling Class Condition, not more than 10.0% of the Collateral PrincipalAmount may consist of Collateral Obligations issued by Obligors that have a TotalIndebtedness of greater than U.S.$150,000,000 but less than U.S.$250,000,000.

"Condition": The meaning specified in Section 14.17.

"Confidential Information": The meaning specified in Section 14.14(b).

"Consent Request": The meaning specified in Section 9.5(b).

"Contribution": The meaning specified in Section 11.1(g).

"Contribution Account": The account established pursuant to Section 10.4.

"Contribution Notice": With respect to a Contribution, the notice, substantially inthe form of Exhibit F, provided by a Contributor to the Trustee and the Collateral Manager (a)containing the following information: (i) information evidencing the Contributor's beneficialownership of Subordinated Notes, (ii) the amount of such Contribution, (iii) whether suchContribution (or portion thereof) is a Cure Contribution, (iv) the Payment Date on which suchContribution shall be repaid to the Contributor, (v) the rate of return applicable to suchContribution, (vi) the Contributors' contact information and (vii) payment instructions for thepayment of Contribution Repayment Amounts (together with any information reasonablyrequested by the Trustee or the Paying Agent) and (b) attaching, (i) in the case of a CureContribution, the consent of a Majority of the Subordinated Notes to the making of such CureContribution and rate of return (unless the related Contributor is a holder of a Majority of theSubordinated Notes), (ii) in the case of any Contribution (other than a Cure Contribution), theconsent of a Majority of the Subordinated Notes and the Collateral Manager to the making ofsuch Contribution and rate of return.

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"Contribution Participation Notice": With respect to an election to participate in aContribution on a pro rata basis, the notice, substantially in the form of Exhibit G, provided by aContributor electing to so participate to the Trustee and the Collateral Manager containing thefollowing information: (i) information evidencing the Contributor's beneficial ownership ofSubordinated Notes, (ii) the Contributors' contact information and (iii) payment instructions forthe payment of Contribution Repayment Amounts (together with any information reasonablyrequested by the Trustee or the Paying Agent).

"Contribution Repayment Amount": The meaning specified in Section 11.1(g).

"Contributor": The meaning specified in Section 11.1(g).

"Controlling Class": The Class A-1-R Notes so long as any Class A-1-R Notesare Outstanding; then the Class A-2-R Notes so long as any Class A-2-R Notes are Outstanding; then the Class B Notes so long as any Class B Notes are Outstanding; then the Class C Notes solong as any Class C Notes are Outstanding; then the Class D Notes so long as any Class D Notesare Outstanding; then the Class E Notes so long as any Class E Notes are Outstanding; then the Class F-R Notes so long as any Class F-R Notes are Outstanding; and then the SubordinatedNotes if no Secured Notes are Outstanding.

"Controlling Class Condition": Either (a) all of the Class A-1-R Notes issued onthe ClosingRefinancing Date have been redeemed, refinanced or repaid in full or (b, (b) the initial Holder of Class A-1-R Notes on the Refinancing Date confirms that no longer holds a Majority of the Class A-1-R Notes, or (c) with respect to any provision of the TransactionDocuments that is conditioned upon or otherwise subject to the satisfaction of the ControllingClass Condition, a Majority of the Controlling Class has consented in writing to the satisfactionof the "Controlling Class Condition" with respect to the specified provision of the TransactionDocuments.

"Controlling Person": A person (other than a Benefit Plan Investor) who hasdiscretionary authority or control with respect to the assets of the Issuer or any person whoprovides investment advice for a fee (direct or indirect) with respect to such assets, or anyaffiliate (as defined in the Plan Asset Regulations) of such a person.

"Corporate Trust Office": The designated corporate trust office of the Trustee,currently located at (i) for purposes of Note transfer issues, EP-MN-WS2N, 111 FillmoreAvenue East, St. Paul, Minnesota 55107, Attention: Bondholder Services – EP-MN-WS2N, Ref:Octagon Investment Partners 26, Ltd. and (ii) for all other purposes (including the definition of"Business Day"), One Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: MarkSullivan, Vice President (Ref: Octagon Investment Partners 26, Ltd.), or such other address asthe Trustee may designate for purposes of the foregoing clauses (i) or (ii) from time to time bynotice to the Holders, the Collateral Manager, the Issuer and each Rating Agency, or theprincipal corporate trust office of any successor Trustee.

"Coverage Tests": The Class A/B Coverage Tests, the Class C Coverage Tests,the Class D Coverage Tests and the Class E Coverage Tests.

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"Covered Audit Adjustment": The meaning specified in Section 7.16(t).

"Cov-Lite Loan": A loan that: (a) does not contain any financial covenants; or(b) requires the underlying Obligor to comply with one or more Incurrence Covenants, but doesnot require the underlying Obligor to comply with a Maintenance Covenant. Notwithstandingthe foregoing, from and after the satisfaction of the Controlling Class Condition, Cov-Lite Loanmeans a Senior Secured Loan that: (a) does not contain any financial covenants; or (b) requiresthe underlying Obligor to comply with an Incurrence Covenant, but does not require theunderlying Obligor to comply with a Maintenance Covenant; provided that, for all purposesother than the definition of S&P Recovery Rate, a loan described in clause (a) or (b) abovewhich either contains a cross default provision to, or is pari passu with, another loan of the sameunderlying Obligor that requires the underlying Obligor to comply with a Maintenance Covenantwill be deemed not to be a Cov-Lite Loan.

"Cov-Lite Matrix": In connection with determining compliance with clauses (ii),(iii) & (xi) of the definition of "Concentration Limitations", the Collateral Manager will select arow combination of the Cov-Lite Matrix with notice to the Trustee in accordance with thisIndenture (such row, the "Cov-Lite Matrix Row"). On the ClosingRefinancing Date, the initialCov-Lite Matrix Row is expected to be row 3. On or prior to the Effective Date, the CollateralManager will determine which Cov-Lite Matrix Row will apply on and after the Effective Datefor purposes of determining compliance with clauses (ii), (iii) and (xi) of the definition of"Concentration Limitations", and if such Cov-Lite Matrix Row differs from the Cov-Lite MatrixRow chosen to apply as of the ClosingRefinancing Date, the Collateral Manager will so notifythe Trustee. Thereafter, at any time on written notice of two Business Day to the Trustee, theCollateral Manager may elect a different Cov-Lite Matrix Row; provided that if (i) the CollateralObligations are currently in compliance with clauses (ii), (iii) and (xi) of the definition of"Concentration Limitations" (in the case of a proposed change in the Cov-Lite Matrix Row), theCollateral Obligations comply with such applicable tests after giving effect to such proposedelection, or (ii) the Collateral Obligations are not currently in compliance with clauses (ii), (iii)and (xi) of the definition of "Concentration Limitations" (in the case of a proposed change in theCov-Lite Matrix Row) or would not be in compliance with such applicable tests after theapplication of any other Cov-Lite Matrix Row, the Collateral Obligations need not comply withsuch applicable tests after the proposed change so long as the degree of compliance of theCollateral Obligations with each of clauses (ii), (iii) and (xi) of the definition of "ConcentrationLimitations" not in compliance would be maintained or improved if the Cov-Lite Matrix Row towhich the Collateral Manager desires to change is used. If the Collateral Manager does not notifythe Trustee that it will alter the Cov-Lite Matrix row chosen on the Effective Date in the mannerset forth above, the Cov-Lite Matrix Row chosen on the ClosingRefinancing Date will continueto apply.

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Moody's Adjusted Weighted Average Rating Factor

Cov-Lite

Matrix Row

Minimum Senior

Secured Loans %

Maximum Second

Lien Loans and

Unsecured Loans

Less than or equal to 3100320

0

Greater than 31003200 but

less than or equal to 3300

Greater than 3300 but less than or equal to 35003400

Greater than 3400

but less than or equal to

3500

Greater than 3500

1. 92.50096.000%

7.5004.000%

70.0095.00% 60.0081.25% 50.0067.50% 53.75% 40.00%

2. 93.37595.125%

6.6254.875%

72.5092.50% 60.0079.38% 50.0066.25% 53.13% 40.00%

3.94.250% 5.750% 75.0090.

00% 60.0077.50% 50.0065.00% 52.50% 40.00%

4. 95.12593.375%

4.8756.625%

77.5087.50% 60.0075.63% 50.0063.75% 51.88% 40.00%

5. 96.00092.500%

4.0007.500%

80.0085.00% 60.0073.75% 50.0062.50% 51.25% 40.00%

6**. 90.000% 10.000% 95.00% 95.00% 95.00% 95.00% 95.00%

Cov-Lite Loan Percentage Limitation

** Row 6 applies after the Controlling Class Condition is satisfied.

"CR Assessment": The counterparty risk assessment published by Moody's.

"Credit Improved Obligation": (a) So long as a Restricted Trading Period is notin effect, any Collateral Obligation that in the Collateral Manager's commercially reasonablebusiness judgment has significantly improved in credit quality from the condition of its credit atthe time of purchase which judgment may (but need not) be based on one or more of thefollowing facts:

it has a market price that is greater than the price that is warranted(i)by its terms and credit characteristics, or improved in credit quality since itsacquisition by the Issuer;

the Obligor of such Collateral Obligation has shown improved(ii)financial results since the published financial reports first produced after it waspurchased by the Issuer;

the Obligor of such Collateral Obligation since the date on which(iii)such Collateral Obligation was purchased by the Issuer has raised significantequity capital or has raised other capital that has improved the liquidity or creditstanding of such Obligor; or

with respect to which one or more of the following criteria applies:(iv)

such Collateral Obligation has been upgraded or put on a(A)watch list for possible upgrade by either of the Rating Agencies since thedate on which such Collateral Obligation was acquired by the Issuer;

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if such Collateral Obligation is a loan, the Disposition(B)Proceeds (excluding Disposition Proceeds that constitute InterestProceeds) of such loan would be at least 101% of its purchase price;

if such Collateral Obligation is a loan, the price of such(C)loan has changed during the period from the date on which it was acquiredby the Issuer to the proposed sale date by a percentage either at least0.25% more positive, or 0.25% less negative, as the case may be, than thepercentage change in the average price of the applicable Eligible LoanIndex over the same period;

if such Collateral Obligation is a loan, the spread over the(D)applicable reference rate for such Collateral Obligation has beendecreased in accordance with the underlying Collateral Obligation sincethe date of acquisition by (1) 0.25% or more (in the case of a loan with aspread (prior to such decrease) less than or equal to 2.00%), (2) 0.375% ormore (in the case of a loan with a spread (prior to such decrease) greaterthan 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in thecase of a loan with a spread (prior to such decrease) greater than 4.00%)due, in each case, to an improvement in the related borrower's financialratios or financial results;

with respect to Fixed Rate Obligations, there has been a(E)decrease in the difference between its yield compared to the yield on therelevant United States Treasury security of more than 7.5% since the dateof purchase; or

it has a projected cash flow interest coverage ratio(F)(earnings before interest and taxes divided by cash interest expense asestimated by the Collateral Manager) of the underlying borrower or otherObligor of such Collateral Obligation that is expected to be more than1.15 multiplied by the current year's projected cash flow interest coverageratio; or

if a Restricted Trading Period is in effect, any Collateral Obligation:(b)

that in the Collateral Manager's commercially reasonable business(i)judgment has significantly improved in credit quality from the condition of itscredit at the time of purchase and with respect to which one or more of the criteriareferred to in clause (a)(iv) above applies; or

with respect to which a Majority of the Controlling Class vote to(ii)treat such Collateral Obligation as a Credit Improved Obligation.

"Credit Risk Obligation": (a) So long as a Restricted Trading Period is not ineffect, any Collateral Obligation that in the Collateral Manager's commercially reasonable

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business judgment has a significant risk of declining in credit quality or market value, or (b) if aRestricted Trading Period is in effect, for purposes of sales of Collateral Obligations only:

any Collateral Obligation as to which one or more of the following criteria(a)applies:

such Collateral Obligation has been downgraded or put on a watch(i)list for possible downgrade by either of the Rating Agencies since the date onwhich such Collateral Obligation was acquired by the Issuer;

if such Collateral Obligation is a loan, the price of such loan has(ii)changed during the period from the date on which it was acquired by the Issuer tothe proposed sale date by a percentage either at least 0.25% more negative, or atleast 0.25% less positive, as the case may be, than the percentage change in theaverage price of an Eligible Loan Index;

if such Collateral Obligation is a loan, the Market Value of such(iii)Collateral Obligation has decreased by at least 1.00% of the price paid by theIssuer for such Collateral Obligation;

if such Collateral Obligation is a loan, the spread over the(iv)applicable reference rate for such Collateral Obligation has been increased inaccordance with the underlying Collateral Obligation since the date of acquisitionby (A) 0.25% or more (in the case of a loan with a spread (prior to such increase)less than or equal to 2.00%), (B) 0.375% or more (in the case of a loan with aspread (prior to such increase) greater than 2.00% but less than or equal to 4.00%)or (C) 0.50% or more (in the case of a loan with a spread (prior to such increase)greater than 4.00%) due, in each case, to a deterioration in the related borrower'sfinancial ratios or financial results;

such Collateral Obligation has a projected cash flow interest(v)coverage ratio (earnings before interest and taxes divided by cash interest expenseas estimated by the Collateral Manager) of the Obligor of such CollateralObligation of less than 1.00; or

with respect to Fixed Rate Obligations, an increase since the date(vi)of purchase of more than 7.5% in the difference between the yield on suchCollateral Obligation and the yield on the relevant United States Treasurysecurity; or

any Collateral Obligation which a Majority of the Controlling Class(b)consents to treat as a Credit Risk Obligation.

"Cure Contribution": A Contribution (or portion thereof) in the amount set forthin a Contribution Notice that shall be used as Principal Proceeds or Interest Proceeds (in eachcase, as directed by the applicable Contributor) that is necessary to (i) cause a failing CoverageTest to be satisfied or (ii) to cause any Coverage Test that was satisfied by less than or equal to0.5% to be satisfied.

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"Current Pay Obligation": Any Collateral Obligation (other than a DIP CollateralObligation) that:

would otherwise be a Defaulted Obligation but for the exclusion of(i)Current Pay Obligations from the definition of Defaulted Obligation pursuant tothe proviso at the end of such definition;

(a)(1) if the Obligor of such Collateral Obligation is subject to a(ii)bankruptcy proceeding, the relevant court has authorized the Obligor to makepayments of principal, interest or commitment fees on such Collateral Obligationand no such payments that are due and payable are unpaid and (2) otherwise, noother payments authorized by such relevant court are due and payable and areunpaid and (b) is not past due with respect to any payments of principal, interestor commitment fees and for which the Collateral Manager reasonably believes allsuch amounts will continue to be current as they become contractually due;

has a Market Value of at least 80% of its par value;(iii)

for so long as Moody's is a Rating Agency in respect of any Class(iv)of Secured Notes, such Collateral Obligation has a facility rating from Moody's ofeither (A) at least "Caa1" (and if "Caa1," not on watch for downgrade) and itsMarket Value is at least 80% of its par value or (B) at least "Caa2" (and if "Caa2,"not on watch for downgrade) and its Market Value is at least 85% of its par value(provided that for purposes of this definition, with respect to a CollateralObligation already owned by the Issuer whose facility rating from Moody's iswithdrawn after the Issuer's acquisition thereof, the facility rating shall be the lastoutstanding facility rating before the withdrawal); and

satisfies the S&P Additional Current Pay Criteria;(v)

provided, that to the extent the Principal Balance of all Collateral Obligations that wouldotherwise be Current Pay Obligations exceeds 2.5% in Aggregate Principal Balance ofthe Current Portfolio, such excess over 2.5% shall constitute Defaulted Obligations;provided, further, that in determining which of the Collateral Obligations will be includedin such excess, the Collateral Obligations with the lowest Market Value expressed as apercentage will be deemed to constitute such excess; provided, further still that each suchCollateral Obligation included in such excess will be treated as a Defaulted Obligationfor all purposes until such time as the Aggregate Principal Balance of CollateralObligations that would otherwise be Current Pay Obligations would not exceed, on a proforma basis including such Defaulted Obligation, 2.5% in Aggregate Principal Balance ofthe Current Portfolio.

"Current Portfolio": At any time, the portfolio of Collateral Obligations andEligible Investments representing Principal Proceeds (determined in accordance with Section 1.2to the extent applicable), then held by the Issuer.

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

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

"Deed of Covenant": The deed of covenant dated the Closing Date pursuant towhich the Income Note Issuer will issue the Income Notes.

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

"Defaulted Obligation": Any debt obligation as to which:

a default as to the payment of principal and/or interest has occurred and is(a)continuing with respect to such debt obligation (without regard to any grace periodapplicable thereto, or waiver or forbearance thereof), and in the case of a default that inthe Collateral Manager's judgment (as certified to the Trustee in writing), is not due tocredit-related causes, after the passage of five business days or seven calendar days,whichever is greater, but in no case beyond the passage of any grace period applicablethereto;

a default known to the Collateral Manager as to the payment of principal(b)and/or interest has occurred and is continuing on another debt obligation of the sameObligor which is senior or pari passu in right of payment to such debt obligation (withoutregard to any grace period applicable thereto, or waiver or forbearance thereof), and inthe case of a default that in the Collateral Manager's judgment (as certified to the Trusteein writing), is not due to credit-related causes after the passage of five business days orseven calendar days, whichever is greater, but in no case beyond the passage of any graceperiod applicable thereto; provided that both debt obligations are full recourse obligationsof the applicable Obligor or secured by the same collateral;

the Obligor or others have instituted proceedings to have the Obligor(c)adjudicated as bankrupt or insolvent or placed into receivership and such proceedingshave not been stayed or dismissed or such Obligor has filed for protection under Chapter11 of the United States Bankruptcy Code;

such debt obligation has an S&P Rating of "CC" or lower or "SD" or had(d)such rating immediately before such rating was withdrawn or the Obligor on suchcollateral obligation has a "probability of default" rating assigned by Moody's of "D" or"LD" or had such rating immediately before such rating was withdrawn;

such debt obligation is pari passu or subordinate in right of payment as to(e)the payment of principal and/or interest to another debt obligation of the same Obligorwhich has an S&P Rating of "CC" or lower or "SD" or had such rating immediatelybefore such rating was withdrawn or the Obligor on such debt obligation has a

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"probability of default" rating assigned by Moody's of "D" or "LD" or had such ratingimmediately before such rating was withdrawn; provided, that both debt obligations arefull recourse obligations of the applicable Obligor or secured by the same collateral;

a default with respect to which the Collateral Manager has received notice(f)or has knowledge that a default has occurred under the underlying instruments and anyapplicable grace period has expired and the holders of such debt obligation haveaccelerated the repayment of the debt obligation (but only until such acceleration hasbeen rescinded) in the manner provided in the underlying instrument;

the Collateral Manager has in its reasonable commercial judgment(g)otherwise declared such debt obligation to be a "Defaulted Obligation";

a Distressed Exchange Offer has occurred in connection with such(h)Collateral Obligation;

such debt obligation is a Participation Interest with respect to which the(i)Selling Institution has defaulted in any respect in the performance of any of its paymentobligations under the Participation Interest (except to the extent such defaults were curedwithin the applicable grace period under the Underlying Instruments of the Obligorthereon); or

such debt obligation is a Participation Interest in a loan that would, if such(j)loan were a Collateral Obligation, constitute a "Defaulted Obligation" (other than underthis clause (j)) or with respect to which the Selling Institution has a Moody's "probabilityof default" rating (as published by Moody's) of "D" or "LD" or an S&P Rating of "SD" or"CC" or lower or had such rating before such rating was withdrawn by Moody's or S&P;

provided that (x) a debt obligation shall not constitute a Defaulted Obligation pursuant toclauses (b) through (e) and (j) above if such debt obligation (or, in the case of aParticipation Interest, the underlying Senior Secured Loan, Second Lien Loan orUnsecured Loan) is a Current Pay Obligation and (y) a debt obligation shall notconstitute a Defaulted Obligation pursuant to any of clauses (b), (c), (d), and (e) if suchdebt obligation (or, in the case of a Participation Interest, the underlying Senior SecuredLoan, Second Lien Loan or Unsecured Loan) is a DIP Collateral Obligation (other than aDIP Collateral Obligation that has an S&P Rating of "CC" or lower or "D").

"Deferrable Obligation": An obligation which by its terms permits the deferral orcapitalization of payment of accrued, unpaid interest.

"Deferred Interest Notes": The Notes specified as such in Section 2.3.

"Deferred Interest": With respect to any specified Class of Deferred InterestNotes, the meaning specified in Section 2.8(a).

"Deferred Management Fees": Collectively, the Deferred Senior ManagementFee and the Deferred Subordinated Management Fee.

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"Deferred Senior Management Fee": Any Senior Management Fee deferred bythe Collateral Manager pursuant to Section 11.1(f) and the Collateral Management Agreement.

"Deferred Senior Management Fee Cap": On any Payment Date, the maximumamount of Senior Management Fee Interest and Deferred Senior Management Fee that theCollateral Manager may be repaid on such Payment Date, equal to the lesser of (a) the amountdesignated by the Collateral Manager for payment on such Payment Date and (b) the amountavailable for distribution in excess of amount required to give effect on a pro forma basis to allpayments to be made on such Payment Date through and including clause (O) of Section 11.1(a)(i) (determined without regard for any Senior Management Fee Interest and DeferredSenior Management Fee elected by the Collateral Manager to be paid on such Payment Date).

"Deferred Subordinated Management Fee": Any Subordinated Management Feedeferred by the Collateral Manager pursuant to Section 11.1(f) and the Collateral ManagementAgreement.

"Deferring Obligation": A Collateral Obligation that is deferring the payment of interest due thereon and has been so deferring the payment of interest due thereon, which deferred capitalized interest has not, as of the date of determination, been paid in cash; provided, however, that such Collateral Obligation will cease to be a Deferring Obligation at such time as it (i) ceases to defer or capitalize the payment of interest, (ii) pays in cash all accrued and unpaid interest accrued since the time of purchase and (iii) commences payment of all current interest in cash.

"Definitive Note": The meaning specified in Section 2.11(b).

"Delayed Drawdown Collateral Obligation": Any Collateral Obligation that (a)requires the Issuer to make one or more future advances to the borrower under the underlyinginstruments relating thereto, (b) specifies a maximum amount that can be borrowed on one ormore fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previouslyrepaid by the borrower thereunder; provided that any such Collateral Obligation will be aDelayed Drawdown Collateral Obligation only until all commitments by the Issuer to makeadvances to the borrower expire or are terminated or reduced to zero.

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

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

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

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

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

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

(a) causing such Uncertificated Security to be continuouslyregistered on the books of the issuer thereof to the Custodian; and

(b) causing the Custodian to indicate continuously on its booksand records that such Uncertificated Security is credited to the applicableAccount;

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

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

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

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

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

(b) causing the Custodian to indicate continuously on its booksand records that such Government Security is credited to the applicableAccount;

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

(a) causing a Securities Intermediary (x) to indicate on itsbooks and records that the underlying Financial Asset has been credited tothe Custodian's securities account, (y) to receive a Financial Asset from aSecurities Intermediary or acquiring the underlying Financial Asset for a

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Securities Intermediary, and in either case, accepting it for credit to theCustodian's securities account or (z) to become obligated under other law,regulation or rule to credit the underlying Financial Asset to a SecuritiesIntermediary's securities account,

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

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

in the case of Cash or Money,(vi)

(a) causing the delivery of such Cash or Money to the Trusteefor credit to the applicable Account or to the Custodian,

(b) if delivered to the Custodian, causing the Custodian to treatsuch Cash or Money as a Financial Asset maintained by such Custodianfor credit to the applicable Account in accordance with the provisions ofArticle 8 of the UCC or causing the Custodian to deposit such Cash orMoney to a deposit account over which the Custodian has control (withinthe meaning of Section 9-104 of the UCC), and

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

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

(a) causing the filing of a Financing Statement in the office ofthe Recorder of Deeds of the District of Columbia, Washington, D.C., and

(b) causing the registration of the security interest grantedunder this Indenture in the Register of Mortgages and Charges of theIssuer maintained at the Issuer's registered office in the Cayman Islands.

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

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"Designated Alternative Rate': The reference rate (and, if applicable, the methodology for calculating such reference rate) determined by the Collateral Manager (in its commercially reasonable discretion) based on: (a) the 3-month reference rate recognized or acknowledged as being the industry standard for leveraged loans (which recognition or acknowledgement may be in the form of a press release, a member announcement, a member advice, letter, protocol, publication of standard terms or otherwise) by the Loan Syndications and Trading Association® (together with any successor organization, "LSTA") or rate proposed or recommended as a replacement for 3-month Libor by the Alternative Reference Rates Committee ("ARC") or (b) if 50% or more (by principal amount) of the Collateral Obligations are quarterly pay Floating Rate Obligations, the rate that is consistent with the reference rate being used in at least 50% (by principal amount) of (x) the quarterly pay Floating Rate Obligations included in the Assets or (y) the floating rate securities issued in the new-issue collateralized loan obligation market in the prior 1-month that bear interest based on a reference rate other than Libor.

"Designated Excess Par": The meaning specified in Section 9.2(g).

"Designated Maturity": The meaning specified in Exhibit C.

"Designated Principal Proceeds": The meaning specified in Section 10.2(h).

"Designated Unused Proceeds": The meaning specified in Section 10.3(c).

"Determination Date": The last day of each Collection Period.

"DIP Collateral Obligation": Any interest in a loan or financing facility that has apublic or private facility rating from Moody's and S&P (or was assigned a point-in-time rating by either Moody's or S&P that was withdrawn within the last 12 months) and is purchaseddirectly or by way of assignment (a) which is an obligation of (i) a debtor-in-possession asdescribed in §1107 of the Bankruptcy Code or any other applicable bankruptcy law or (ii) atrustee if appointment of such trustee has been ordered pursuant to §1104 of the BankruptcyCode or any other applicable bankruptcy law (in either such case, a "Debtor") organized underthe laws of the United States or any state therein or any other applicable country, or (b) on whichthe related Obligor is required to pay interest on a current basis and, with respect to either clause(a) or (b) above, the terms of which have been approved by an order of the United StatesBankruptcy Court, the United States District Court, or any other court of competent jurisdiction,the enforceability of which order is not subject to any pending contested matter or proceeding (assuch terms are defined in the Federal Rules of Bankruptcy Procedure) and which order providesthat: (i)(A) such DIP Collateral Obligation is fully secured by liens on the Debtor's otherwiseunencumbered assets pursuant to §364(c)(2) of the Bankruptcy Code or any other applicablebankruptcy law or (B) such DIP Collateral Obligation is secured by liens of equal or seniorpriority on property of the Debtor's estate that is otherwise subject to a lien pursuant to §364(d)of the Bankruptcy Code or any other applicable bankruptcy law and (ii) such DIP CollateralObligation is fully secured based upon a current valuation or appraisal report. Notwithstandingthe foregoing, such a loan will not be deemed to be a DIP Collateral Obligation following the

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emergence of the related debtor-in-possession from bankruptcy protection under Chapter 11 ofthe Bankruptcy Code or any other applicable bankruptcy law.

"Discount Obligation": Any Collateral Obligation forming part of the Assetswhich was purchased (as determined without averaging prices of purchases on different dates)for less than (a) 80% of its principal balance, if such Collateral Obligation has (at the time of thepurchase) a Moody's Rating of "B3" or higher, or (b) 85% or lower of its principal balance, ifsuch Collateral Obligation has (at the time of the purchase) a Moody's Rating of "Caa1" orlower; provided, that:

such Collateral Obligation will cease to be a Discount Obligation(x)at such time as the Market Value (expressed as a percentage of the par amount ofsuch Collateral Obligation) determined for such Collateral Obligation on each dayduring any period of 22 consecutive Business Days since the acquisition by theIssuer of such Collateral Obligation, equals or exceeds 90% on each such day;and

any Collateral Obligation that would otherwise be considered a(y)Discount Obligation, but that is purchased with the proceeds of a sale of aCollateral Obligation that was not a Discount Obligation at the time of itspurchase, so long as such purchased Collateral Obligation (A) is purchased orcommitted to be purchased within ten Business Days of such sale, (B) ispurchased at a purchase price (expressed as a percentage of the par amount ofsuch Collateral Obligation) equal to or greater than the sale price of the soldCollateral Obligation, (C) is purchased at a purchase price (expressed as apercentage of the par amount of such Collateral Obligation) not less than 65[60]%and (D) has a Moody's Default Probability Rating equal to or greater than theMoody's Default Probability Rating of the sold Collateral Obligation, will not beconsidered to be a Discount Obligation; provided, that the provisions of thisclause (y) will not apply to any such Collateral Obligation at any time on or afterthe acquisition by the Issuer of such Collateral Obligation if, as determined at thetime of such acquisition, such application would result in the Aggregate PrincipalBalance of all Collateral Obligations to which this clause (y) has been appliedexceeding (a) 5% of the Aggregate Principal Balance as of such date ofdetermination, or (b) 10% of the Aggregate Ramp-Up Par Amount since theClosing Date.

"Discount Obligation Principal Balance": With respect to each DiscountObligation, the product (expressed as a dollar amount) of (i) the purchase price of such DiscountObligation (excluding accrued interest and any syndication or upfront fees paid to the Issuer, butincluding, at the discretion of the Collateral Manager, the amount of any related transaction costs(including assignment fees) paid by the Issuer to the seller of the Collateral Obligation or itsagent) expressed as a percentage of par multiplied by (ii) the principal balance of such DiscountObligation.

"Disposition Proceeds": Proceeds received with respect to sales of CollateralObligations, Eligible Investments and Equity Securities and the termination of any Hedge

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Agreement, in each case, net of reasonable out-of-pocket expenses and disposition costs inconnection with such sales.

"Dissolution Expenses": The amount of expenses reasonably likely to be incurredin connection with the discharge of this Indenture, the liquidation of the Assets and thedissolution of the Co-Issuers, as reasonably certified by the Collateral Manager or the Issuer,based in part on expenses incurred by the Trustee and reported to the Collateral Manager.

"Distressed Exchange Offer": An offer by the Obligor of a Collateral Obligationin connection with a distressed exchange or other debt restructuring to exchange one or more ofits outstanding debt obligations for a different debt obligation or to repurchase one or more of itsoutstanding debt obligations for cash, or any combination thereof; provided, that no DistressedExchange Offer shall be deemed to have occurred if the securities or obligations received by theIssuer in connection with such exchange or restructuring satisfy the definition of "CollateralObligation" (provided that the aggregate principal balance of all securities and obligations towhich this proviso applies or has applied, measured cumulatively from the Closing Date onward,may not exceed 25% of the Aggregate Ramp-Up Par Amount).

"Distribution Report": The meaning specified in Section 10.7(b).

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

"Domicile" or "Domiciled": With respect to any Obligor with respect to aCollateral Obligation: (a) except as provided in clause (b) and (c) below, its country oforganization; or (b) if it is organized in a Tax Jurisdiction, each of such jurisdiction and thecountry in which, in the Collateral Manager's good faith estimate, a substantial portion of itsoperations are located or from which a substantial portion of its revenue is derived, in each casedirectly or through subsidiaries (which will be any jurisdiction and country known at the time ofdesignation by the Collateral Manager to be the source of the majority of revenues, if any, ofsuch Obligor); or (c) if its payment obligations in respect of such Collateral Obligation areguaranteed by a person or entity that is an Affiliate of the Obligor and organized in the UnitedStates or Canada, then the United States or Canada (in a guarantee agreement with such Person,which guarantee agreement complies with each of Moody's and S&P's then-current criteria withrespect to guarantees).

"DTC": The Depository Trust Company, its nominees, and their respectivesuccessors.

"Due Date": Each date on which any payment is due on a Pledged Obligation inaccordance with its terms.

"Effective Date": The date on which the Ramp-Up Period ends.

"Effective Date Certificate": The meaning specified in Section 7.17(c)(iv).

"Effective Date Condition": The meaning specified in Section 7.17.

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"Effective Date Interest Designation Amount": The meaning specified in Section 10.2(h).

"Effective Date Report": The meaning specified in Section 7.17(c)(ii).

"Effective Spread": With respect to any floating rate Collateral Obligation, thecurrent per annum rate at which it pays interest in cash minus LIBOR; provided, that: (i) withrespect to any unfunded commitment of a Revolving Collateral Obligation or DelayedDrawdown Collateral Obligation, the Effective Spread shall be the commitment fee payable withrespect to such unfunded commitment, (ii) with respect to the funded portion of a commitmentunder a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, theEffective Spread shall be the per annum rate at which it pays interest in cash minus LIBOR forsuch Collateral Obligation (in each case, as of such date) or, if such funded portion bears interestbased on a floating rate index other than a London interbank offered rate-based index, theEffective Spread will be the then-current base rate applicable to such funded portion plus the rateat which such funded portion pays interest in cash in excess of such base rate minus three-monthLIBOR, and (iii) with respect to any Partial Deferrable Obligation, the Effective Spread shall bethe required current cash pay interest required by the underlying instruments thereon over theapplicable index.

"Eligible Investment Required Ratings": (a) If such obligation or security (i) hasboth a long-term and a short-term credit rating from Moody's, such ratings are "Aa3" or higher(not on credit watch for possible downgrade) and "P-1" (not on credit watch for possibledowngrade), respectively, (ii) has an original maturity of more than 30 days but not in excess of365 days and has only a long-term credit rating from Moody's, such rating is at least equal to orhigher than the current Moody's long-term ratings of the U.S. government, or (iii) has only ashort-term credit rating from Moody's, such rating is "P-1" (not on credit watch for possibledowngrade) and (b) a long-term debt rating of at least "A+" by S&P or a long-term debt rating ofat least "A" by S&P and a short-term debt rating of at least "A-1" by S&P.

"Eligible Investments": (a) Cash or (b) any U.S. Dollar-denominated investmentthat, when it is pledged by the Issuer to the Trustee under the Indenture, (x) matures not laterthan the earlier of (A) the date that is 60 days after the date of Delivery thereof and (B) theBusiness Day immediately preceding the Payment Date immediately following the date ofDelivery thereof and (y) is both a "cash equivalent" under the Volcker Rule and one or more ofthe following (including security entitlements with respect thereto):

direct obligations of, and obligations the timely payment of(i)principal and interest on which is fully and expressly guaranteed by, the UnitedStates of America or any agency or instrumentality of the United States ofAmerica the obligations of which are expressly backed by the full faith and creditof the United States of America and which satisfy the Eligible InvestmentRequired Ratings;

demand and time deposits in, certificates of deposit of, trust(ii)accounts with, bankers' acceptances issued by, or federal funds sold by any

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depository institution or trust company incorporated under the laws of the UnitedStates of America (including the Bank) or any state thereof and subject tosupervision and examination by federal and/or state banking authorities, in eachcase payable within 183 days of issuance, so long as the commercial paper and/orthe debt obligations of such depository institution or trust company (or, in thecase of the principal depository institution in a holding company system, thecommercial paper or debt obligations of such holding company; provided thatsuch holding company guarantees such investment issued by such principaldepository institution pursuant to a guarantee that satisfies S&P's then-currentcriteria for guarantees in structured finance transactions) at the time of suchinvestment or contractual commitment providing for such investment have theEligible Investment Required Ratings;

commercial paper or other short-term obligations (other than(iii)extendible commercial paper or asset-backed commercial paper) with the EligibleInvestment Required Ratings and that either bear interest or are sold at a discountfrom the face amount thereof and have a maturity of not more than 183 days fromtheir date of issuance; provided that this clause (iii) shall not include extendiblecommercial paper or asset-backed commercial paper; and

money market funds domiciled outside of the United States which(iv)funds have, at all times, credit ratings of "Aaa" and "Aaa-mf" by Moody's and"AAAm" by S&P, respectively;

provided, however, that Eligible Investments purchased with funds in the Collection Accountshall be held until maturity except as otherwise specifically provided herein and shall includeonly such obligations or securities, other than those referred to in clause (iv) above, as mature (orare putable at par to the issuer or Obligor thereof) no later than the earlier of 60 days and theBusiness Day prior to the next Payment Date (unless such Eligible Investments are issued by theTrustee in its capacity as a banking institution, in which case such Eligible Investments maymature on such Payment Date); provided, further, that none of the foregoing obligations orsecurities shall constitute Eligible Investments if (1) such obligation or security has an "f," "r,""p," "pi," "q," "sf" or "t" subscript, (2) all, or substantially all, of the remaining amounts payablethereunder consist of interest and not principal payments, (3) such obligation or security issubject to withholding tax (other than any withholding tax imposed pursuant to FATCA) unlessthe issuer or Obligor thereof is required to make "gross-up" payments that ensure that the netamount actually received by the Issuer (after payment of all taxes, whether imposed on suchObligor or the Issuer) shall equal the full amount that the Issuer would have received had nosuch taxes been imposed, (4) such obligation or security is secured by real property, (5) suchobligation or security is purchased at a price greater than 100% of the principal or face amountthereof, (6) in the Collateral Manager's sole judgment, such obligation or security is subject tomaterial non-credit related risks, (7) such obligation or security would, by its acquisition, cause the Issuer to violate the Tax Guidelines[reserved], (8) such obligation is a Structured FinanceObligation, (9) such obligation or security is the subject of a tender offer, voluntary redemption,exchange offer, conversion or other similar action, or (10) such obligation or security isrepresented by a certificate of interest in a grantor trust. Eligible Investments may include,

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without limitation, those investments for which the Trustee or an Affiliate of the Trustee is theObligor or depository institution, or provides services and receives compensation.

"Eligible Loan Index": With respect to each Collateral Obligation that is a loan,one of the following indices as selected by the Collateral Manager upon the acquisition of suchCollateral Obligation: the Credit Suisse Leveraged Loan Indices (formerly the DLJ LeveragedLoan Index Plus), the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan PricingCorporation Liquid Leveraged Loan Index, the Merrill Lynch Leveraged Loan Index, theS&P/LSTA Leveraged Loan Indices or any replacement or other comparable nationallyrecognized loan index; provided that the Collateral Manager may change the index applicable toa Collateral Obligation at any time following the acquisition thereof (so long as the same indexapplies to all Collateral Obligations for which this definition applies) after giving notice toMoody's, the Trustee and the Collateral Administrator.

"Eligible Post-Reinvestment Proceeds": Any Unscheduled Principal Paymentsand any Principal Proceeds received from sales of Credit Risk Obligations received after theReinvestment Period.

"Entitlement Holder": The meaning specified in Section 8-102(a)(7) of the UCC.

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

"Equity Security": Any security or debt obligation that is not eligible forpurchase by the Issuer as a Collateral Obligation or Eligible Investment; it being understood thatEquity Securities may not be purchased by the Issuer but it is possible that the Issuer (or anIssuer Subsidiary as prescribed by the Collateral Management Agreement) may receive anEquity Security in exchange for a Collateral Obligation or a portion thereof in connection withan insolvency, bankruptcy, reorganization, debt restructuring or workout of the Obligor thereofthat would be considered "received in lieu of debts previously contracted with respect to theCollateral Obligation" under the Volcker Rule. For the avoidance of doubt, a Credit RiskObligation or a Defaulted Obligation will not be deemed to be an Equity Security.

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

"Euroclear": Euroclear Bank S.A./N.V. as operator of the Euroclear System.

"Event of Default": The meaning specified in Section 5.1.

"Excepted Advances": Customary advances made to protect or preserve rightsagainst the Obligor under a Collateral Obligation or to indemnify an agent or representative forlenders pursuant to the Underlying Instrument.

"Excepted Company": A company that is a bankruptcy remote special purposevehicle organized in a Tax Jurisdiction but Domiciled (in accordance with clause (b) of thedefinition of "Domicile") in any of the United States, any Group I Country, any Group IICountry or any Group III Country, so long as such country has a foreign currency ceiling rating

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of at least "Aa2" from Moody's and a foreign currency issuer rating of at least "AA" from S&P,and any other country for which the Global Rating Agency Condition is satisfied.

"Excepted Property": The meaning specified in the Granting Clause.

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

"Excess Par Amount": The amount, as of any date of determination, equal to thegreater of (a) zero and (b)(i) the Collateral Principal Amount less (ii) the Reinvestment TargetPar Balance.

"Excess Weighted Average Fixed Coupon": As of any Measurement Date, apercentage equal to the product obtained by multiplying (a) the greater of zero and the excess, ifany, of the Weighted Average Fixed Coupon (without giving effect to subclause (b) of thedefinition thereof) over the Minimum Weighted Average Coupon by (b) the number obtained bydividing the Aggregate Principal Balance of all Fixed Rate Obligations (excluding any DefaultedObligation and, except to the extent of any required current cash pay interest required by theunderlying instruments thereon, any Deferrable Obligation) by the Aggregate Principal Balanceof all floating rate Collateral Obligations.

"Excess Weighted Average Floating Spread": As of any Measurement Date, apercentage equal to the product obtained by multiplying (a) the greater of zero and the excess, ifany, of the Weighted Average Floating Spread (without giving effect to subclause (iv) of thedefinition thereof) over the Minimum Floating Spread by (b) the number obtained by dividingthe Aggregate Principal Balance of all Floating Rate Obligations (excluding any DefaultedObligation and, except to the extent of any required current cash pay interest required by theunderlying instruments thereon, any Deferrable Obligation) by the Aggregate Principal Balanceof all Fixed Rate Obligations.

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

"Expense Reserve Account": The trust account established pursuant to Section10.3(d).

"FATCA": Sections 1471 through 1474 of the Code, any current or futureregulations or official interpretations thereof, any agreement entered into pursuant to Section1471(b) of the Code, or any fiscal or regulatory legislation, rules, practices or guidance notesadopted pursuant to any intergovernmental agreement entered into in connection with theimplementation of such Sections of the Code.

"Federal Reserve Board": The Board of Governors of the Federal ReserveSystem.

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"Fee Basis Amount": As of any date of determination, the sum of (a) theCollateral Principal Amount, plus (b) the aggregate principal amount of any Equity Security thatis a debt obligation and any Collateral Obligation that has been a Defaulted Obligation for threeyears or more; provided, that, for the purposes of the definition of "Senior Management Fee" and "Administrative Expense Cap", the aggregate principal amount of any Equity Security that is a debt obligation shall be no greater than 2.5% of the Collateral Principal Amount.

"Fee Letter": The letter between the Issuer and the Income Note Issuer regardingpayment of administrative fees and expenses of the Income Note Issuer.

"Finance Lease": A lease agreement or other agreement entered into inconnection with and evidencing any transaction pursuant to which the obligations of the lessee topay rent or other amounts on a triple net basis under any lease of (or other arrangementconveying the right to use) real or personal property, or a combination thereof, are required to beclassified and accounted for as a capital lease on a balance sheet of such lessee under generallyaccepted accounting principles in the United States.

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

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

"First-Lien Last-Out Loan": A Collateral Obligation or Participation Interesttherein that otherwise meets the criteria for a Senior Secured Loan that, prior to a default withrespect to such loan, is entitled to receive payments pari passu with other Senior Secured Loansof the same Obligor, but following a default, such Collateral Obligation becomes fullysubordinated to other Senior Secured Loans of the same obligor and is not entitled to anypayments until such other Senior Secured Loans are paid in full.

"Fixed Rate Notes": Any Class of Secured Notes that bears a fixed rate of interest.

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

"Floating Rate Notes": All of the Secured Notes, collectively, other than the FixedRate Notes.

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

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

"Global Class E Notes": Class E Notes issued in the form of either Regulation SGlobal Secured Notes or Rule 144A Global Secured Notes.

"Global Class F-R Notes": Class F-R Notes issued in the form of either Regulation S Global Secured Notes or Rule 144A Global Secured Notes.

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"Global Notes": Collectively, the Global Secured Notes and the GlobalSubordinated Notes.

"Global Rating Agency Condition": With respect to any action taken or to betaken by or on behalf of the Issuer, the satisfaction of both the Moody's Rating Condition and theS&P Rating Condition.

"Global Secured Notes": Collectively, the Rule 144A Global Secured Notes andthe Regulation S Global Secured Notes.

"Global Subordinated Notes": Collectively, the Rule 144A Global SubordinatedNotes and the Regulation S Global Subordinated Notes.

"Grant" or "Granted": To grant, bargain, sell, convey, assign, transfer, mortgage,pledge, create and grant a security interest in and right of setoff against, deposit, set over andconfirm. A Grant of the Pledged Obligations, or of any other instrument, shall include all rights,powers and options (but none of the obligations) of the granting party thereunder, including, theimmediate continuing right to claim for, collect, receive and receipt for principal and interestpayments in respect of the Pledged Obligations, and all other Monies payable thereunder, to giveand receive notices and other communications, to make waivers or other agreements, to exerciseall rights and options, to bring Proceedings in the name of the granting party or otherwise, andgenerally to do and receive anything that the granting party is or may be entitled to do or receivethereunder or with respect thereto.

"Group Countries": Any Group I Country, Group II Country or Group IIICountry.

"Group I Country": Australia, Canada, The Netherlands, New Zealand and theUnited Kingdom.

"Group II Country": Germany, Ireland, Sweden and Switzerland.

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

"Group IV Country": Greece, Italy, Portugal and Spain.

"Hedge Agreements": Any interest rate swap, floor and/or cap agreements,including, without limitation, one or more interest rate basis swap agreements, between theIssuer and any Hedge Counterparty, as amended from time to time, and any replacementagreement entered into pursuant to Section 16.1.

"Hedge Counterparty": Any one or more institutions entering into orguaranteeing a Hedge Agreement with the Issuer that satisfies the Required Hedge CounterpartyRating that has entered into a Hedge Agreement with the Issuer, including any permittedassignee or successor under the Hedge Agreements.

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"Hedge Counterparty Collateral Account": The account established pursuant toSection 10.3(g).

"Hedge Counterparty Credit Support": As of any date of determination, any cashor cash equivalents on deposit in, or otherwise to the credit of, the Hedge CounterpartyCollateral Account in an amount required to satisfy the then-current Rating Agency criteria.

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

"Holder FATCA Information": Information requested by the Issuer or anintermediary (or an agent thereof) to be provided by the Holders or beneficial owners of Notes tothe Issuer or an intermediary that in the reasonable determination of the Issuer or an intermediaryis required to be requested by FATCA or an analogous provision of United Kingdom law (including a voluntary agreement entered into pursuant to Section 1471(b) thereof or an analogous provision of United Kingdom law, and, the Cayman FATCA Legislation or similar implementing Cayman legislation) or a related rule or published administrative interpretation.

"Holder Proposed Re-Pricing Rate": The meaning specified in Section 9.9(b).

"Holder Purchase Request": The meaning specified in Section 9.9(b).

"IAI": An institutional Accredited Investor as defined in Rule 501(a)(1), (2), (3)or (7) of Regulation D of the Securities Act.

"IAI/QP": Any Person that, at the time of its acquisition, purported acquisition orproposed acquisition of Notes is both an IAI and a Qualified Purchaser.

"Identified Reinvestments": The meaning specified in Section 12.2(f).

"Income Note Administration Agreement": An agreement between the IncomeNote Administrator, as administrator and as share owner, and the Income Note Issuer (asamended from time to time) relating to the various corporate management functions that theIncome Note Administrator will perform on behalf of the Income Note Issuer.

"Income Note Administrator": MaplesFS Limited.

"Income Note Documents": Collectively, the Deed of Covenant, including theterms and conditions of the Income Notes attached thereto, and the Income Note Paying AgencyAgreement.

"Income Note Issuer": Octagon Income Note 26, Ltd.

"Income Note Registered Office Terms": The standard Terms and Conditions forthe Provision of Registered Office Services by MaplesFS Limited (Structured Finance – CaymanCompany) as published at http://www.maplesfiduciaryservices.com/terms/ pursuant to which theAdministrator will provide registered office facilities to the Income Note Issuer.

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"Income Note Paying Agency Agreement": A custodial and paying agencyagreement dated as of the Closing Date among the Income Note Issuer, the Income Note PayingAgent and the Income Note Administrator.

"Income Note Paying Agent": U.S. Bank National Association, in its capacity asincome note paying agent and income note registrar under the Income Note Paying AgencyAgreement, and any successor thereto.

"Income Notes": The Income Notes issued by the Income Note Issuer pursuant tothe Deed of Covenant.

"Incurrence Covenant": A covenant by the underlying Obligor under a loan tocomply with one or more financial covenants only upon the occurrence of certain actions of theunderlying Obligor or certain events relating to the underlying Obligor, including, but notlimited to, a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture,unless, as of any date of determination, such action was taken or such event has occurred, in eachcase the effect of which causes such covenant to meet the criteria of a Maintenance Covenant.

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

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

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

"Index Maturity": With respect to any Class of Secured Notes, the periodindicated with respect to such Class in Section 2.3.

"Information Agent": The meaning specified in Section 14.16(a).

"Initial Majority Subordinated Noteholder": The party (as notified in writing bythe Issuer to the Trustee as of the Closing Date) that beneficially owns at least a Majority of theSubordinated Notes as of the Closing Date and, on any date of determination after the ClosingDate, such party together with its Affiliates if such party and its Affiliates owns a Majority of theSubordinated Notes on such date (which shall include, for this purpose, any indirect ownership

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of Subordinated Notes through the ownership of Income Notes). For purposes of this definition,the term "Affiliates" shall include any account, fund, client or portfolio established andcontrolled by the investment advisor of the Initial Majority Subordinated Noteholder or forwhich such investment advisor or an Affiliate of such investment advisor acts as the investmentadviser or exercises discretionary control.

"Initial Purchaser": Merrill Lynch, Pierce, Fenner & Smith Incorporated, in itscapacity as initial purchaser under the Note Purchase Agreement.

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

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

"Interest Accrual Period": The period from and including the Closing Date to butexcluding the first Payment Date, and each succeeding period from and including each PaymentDate to but excluding the following Payment Date until the principal of the Secured Notes ispaid or made available for payment; provided, that any interest bearing Additional Notes issuedafter the Closing Date in accordance with the terms of this Indenture will accrue interest duringthe Interest Accrual Period in which such Additional Notes are issued from and including theapplicable date of issuance of such Additional Notes to but excluding the last day of suchInterest Accrual Period at the applicable interest rate for such Additional Notes.

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

"Interest Coverage Ratio": With respect to any designated Class or Classes ofSecured Notes, as of any date of determination on or after the Determination Date immediatelypreceding the third Payment Date, the percentage derived from dividing:

the sum of (i) the Collateral Interest Amount as of such date of(a)determination minus (ii) amounts payable (or expected as of the date of determination tobe payable) on the following Payment Date as set forth in clauses (A), (B) and (C) ofSection 11.1(a); by

interest due and payable on the Secured Notes of such Class or Classes(b)and each Priority Class of Secured Notes on such Payment Date (excluding DeferredInterest with respect to any such Class or Classes but including interest on DeferredInterest).

"Interest Coverage Test": A test that is satisfied with respect to any specifiedClass of Notes, on or after the Determination Date immediately preceding the third PaymentDate after the Closing Date, and at any date of determination occurring thereafter (i) the InterestCoverage Ratio for such Class is at least equal to the applicable Required Coverage Ratio forsuch Class, or (ii) such Class is no longer outstanding.

"Interest Determination Date": With respect to each Interest Accrual Period, thesecond London Banking Day preceding the first day of each Interest Accrual Period.

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"Interest Diversion Test": A test that shall be satisfied as of any MeasurementDate during the Reinvestment Period on which Class EF-R Notes remain outstanding, if theOvercollateralization Ratio with respect to the Class EF-R Notes as of such Measurement Date isat least equal to 105.20102.37%.

"Interest Proceeds": With respect to any Collection Period or DeterminationDate, without duplication, the sum of: (i) all payments of interest and other income received bythe Issuer during the related Collection Period on the Collateral Obligations and EligibleInvestments, including the accrued interest received in connection with a sale thereof during therelated Collection Period, less any such amount that represents Principal Financed AccruedInterest; (ii) all principal and interest payments received by the Issuer during the relatedCollection Period on Eligible Investments purchased with Interest Proceeds; (iii) unlessotherwise designated as Principal Proceeds by the Collateral Manager, all amendment andwaiver fees, late payment fees and other fees received by the Issuer during the related CollectionPeriod, except for those in connection with the reduction of the par of the related CollateralObligation (in the case of such amounts described in this clause (iii), as identified by theCollateral Manager in writing to the Trustee and the Collateral Administrator); (iv) any paymentreceived with respect to any Hedge Agreement other than (a) an upfront payment received uponentering into such Hedge Agreement or (b) a payment received as a result of the termination ofany Hedge Agreement to the extent not used by the Issuer to enter into a new or replacementHedge Agreement (for purposes of this subclause (iv), any such payment received or to bereceived on or before 10:00 a.m. New York time on the last day of the Collection Period inrespect of such Payment Date will be deemed received in respect of the preceding CollectionPeriod and included in the calculation of Interest Proceeds received in such Collection Period);(v) any payments received as repayment for Excepted Advances; (vi) all payments other thanprincipal payments received by the Issuer during the related Collection Period on CollateralObligations that are Defaulted Obligations solely as the result of a Moody's Rating of "LD" inrelation thereto; (vii) any amounts deposited in the Interest Collection Account from the ExpenseReserve Account or the Interest Reserve Account pursuant to Section 10.3 in respect of therelated Determination Date, any amounts deposited in the Interest Collection Account from theContribution Account pursuant to Section 10.4 and any monies deposited into the InterestCollection Account pursuant to Section 10.2(g); (viii) any proceeds from Issuer SubsidiaryAssets received by the Issuer from any Issuer Subsidiary to the same extent as such proceedswould have constituted "Interest Proceeds" pursuant to this definition if received directly by theIssuer from the Obligors of the Issuer Subsidiary Assets; (ix) any Designated Principal Proceedsand Designated Unused Proceeds; (x) commitment fees and other similar fees received by theIssuer during such Collection Period in respect of Revolving Collateral Obligations and DelayedDrawdown Collateral Obligations and (xi) any Designated Excess Par; provided that, except asset forth in clause (vi) above, any amounts received in respect of any Defaulted Obligation shallconstitute (A) Principal Proceeds (and not Interest Proceeds) until the aggregate of all recoveriesin respect of such Defaulted Obligation since it became a Defaulted Obligation equals theoutstanding Principal Balance of such Collateral Obligation when it became a DefaultedObligation, and then (B) Interest Proceeds thereafter; provided, further, that amounts that wouldotherwise constitute Interest Proceeds may be designated as Principal Proceeds pursuant toSection 7.17(d) with notice to the Collateral Administrator. Notwithstanding the foregoing, theCollateral Manager may, with the prior consent of a Majority of the Subordinated Notes,

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designate in its discretion (to be exercised on or before the related Determination Date), on anydate after the first Payment Date, that any portion of Interest Proceeds in a Collection Period bedeemed to be Principal Proceeds, provided, that such designation would not result in an interestdeferral on any Class of Secured Notes. Under no circumstances shall Interest Proceeds includethe Excepted Property or any interest earned thereon.

"Interest Reserve Account": The trust account established pursuant to Section 10.3(e).

"Intermediary": The entity maintaining an Account pursuant to the Securities Account Control Agreement.

"Investment Advisers Act": The Investment Advisers Act of 1940, as amendedfrom time to time.

"Investment Company Act": The Investment Company Act of 1940, as amendedfrom time to time.

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

"Irish Listing Agent": The meaning specified in Section 7.2.

"IRS": The U.S. Internal Revenue Service.

"Issuer": Octagon Investment Partners 26, Ltd., until a successor Person shallhave become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter"Issuer" shall mean such successor Person.

"Issuer Order": (i) A written order dated and signed in the name of the Issuer orthe Co-Issuer (which written order may be a standing order) by an Authorized Officer of theIssuer or the Co-Issuer, as applicable, or, to the extent permitted herein, by the CollateralManager by an Authorized Officer thereof, on behalf of the Issuer, or (ii) an order or requestprovided in an email by an Authorized Officer of the Issuer, Co-Issuer or by an AuthorizedOfficer of the Collateral Manager on behalf of the Issuer, in each case except to the extent theTrustee requests otherwise.

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

"Issuer Subsidiary Assets": The meaning specified in Section 7.16(h).

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

"Junior Mezzanine Notes": The meaning specified in Section 2.4(a).

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"LIBOR": (i) With respect to the Notes, the meaning set forth in Exhibit C; provided, that solely with respect to the Class B-R Notes, if LIBOR determined in accordance with Exhibit C is less than 0.00%, LIBOR shall be deemed to be 0.00%, and (ii) with respect to aCollateral Obligation (other than a Collateral Obligation that bears interest based on a floatingrate index other than a London interbank offered rate based index), the "LIBOR" rate determinedin accordance with the terms of such Collateral Obligation.

Notwithstanding anything to the contrary in this definition or elsewhere in this Indenture, if at any time while any Secured Notes are Outstanding (x) there is a material disruption to LIBOR, (y) there is a change in methodology of calculating LIBOR or (z) LIBOR ceases to be reported on the Reuters Screen, in each case as determined by the Collateral Manager, the Collateral Manager (on behalf of the Issuer) may select not later than the second Business Day preceding the immediately succeeding Interest Determination Date (with notice to the Controlling Class, the Issuer, the Trustee, the Calculation Agent and the Collateral Administrator) (such notice, a "Notice of Alternative Index") an alternative interest rate index, including any applicable spread adjustments thereto, to replace LIBOR beginning with the immediately succeeding Interest Accrual Period (the "Alternative Index") that, in its commercially reasonable judgment, is consistent with the successor index for 3-month Libor, including any applicable spread adjustments thereto, generally applicable pursuant to the Underlying Instruments for the Floating Rate Obligations included in the Assets; provided that, if any Alternative Index selected by the Collateral Manager in accordance with this provision is not the Designated Alternative Rate, the consent of a Majority of the Controlling Class and a Majority of the Subordinated Notes shall be required in connection therewith (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that solely with respect to the Class B-R Notes, if the Alternative Index is less than 0.00%, the Alternative Index shall be deemed to be 0.00%. Beginning on the first Interest Determination Date following the delivery of a Notice of Alternative Index in accordance with this Indenture and, if required by the preceding sentence, receipt of the consent of a Majority of the Controlling Class and a Majority of the Subordinated Notes, "LIBOR" will be calculated as the Alternative Index selected by the Collateral Manager.

"LIBOR Floor Obligation": As of any date, a Floating Rate Obligation (a) forwhich the related underlying instruments allow a LIBOR rate option, (b) that provides that suchLIBOR rate is (in effect) calculated as the greater of (i) a specified "floor" rate per annum and(ii) the London interbank offered rate for the applicable interest period for such CollateralObligation and (c) that, as of such date, bears interest based on such LIBOR rate option, but onlyif as of such date the London interbank offered rate for the applicable interest period is less thansuch floor rate.

"Listed Notes": The Notes specified as such in Section 2.3.

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

"Maintenance Covenant": As of any date of determination, a covenant by theunderlying Obligor of a loan to comply with one or more financial covenants during each

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reporting period applicable to such loan, whether or not any action by, or event relating to, theunderlying Obligor occurs after such date of determination. For the avoidance of doubt, afinancial covenant that applies only if and when a funding occurs under the related loanagreement constitutes a Maintenance Covenant hereunder.

"Majority": With respect to any Class of Notes or the Income Notes, the Holdersof more than 50% of the Aggregate Outstanding Amount of the Notes of such Class or theIncome Notes.

"Management Fees": Collectively, the Senior Management Fee, the SeniorManagement Fee Interest, the Deferred Senior Management Fee, the Subordinated ManagementFee, the Deferred Subordinated Management Fee and the Collateral Manager Incentive FeeAmount.

"Management Fee Step-Down Event": The meaning specified in Section 9.5(b).

"Management Fee Step-Down Period": The period commencing upon theoccurrence of a Management Fee Step-Down Event and ending on the earliest of (x) theoccurrence of a subsequent Management Fee Step-Up Event and (y) the date on which aMajority of the Subordinated Notes gives written notice to the Issuer, the Trustee and theCollateral Manager directing that the Management Fee Step-Down Period end.

"Management Fee Step-Up Event": The meaning specified in Section 9.5(b).

"Management Fee Step-Up Period": The period commencing upon theoccurrence of a Management Fee Step-Up Event and ending on the earliest of (x) the subsequentoccurrence of a Management Fee Step-Down Event, (y) the date on which the CollateralManager, in its sole discretion, gives written notice to the Issuer, the Trustee and a Majority ofthe Subordinated Notes directing that the Management Fee Step-Up Period end and (z) the dateon which the Collateral Manager takes, or omits to take, any action, which action or omissionwould materially adversely affect the ability of the Issuer to effect the proposed Refinancing(which shall include the failure to provide its consent thereto), as determined by the holder of aMajority of the Subordinated Notes by delivery of written notice to the Issuer, the Trustee and the Collateral Manager of such determination.

"Margin Stock": "Margin Stock" as defined under Regulation U issued by theFederal Reserve Board, including any debt security which is by its terms convertible into"Margin Stock."

"Market Value": With respect to any loans or other assets, theamount (determined by the Collateral Manager) equal to the product of theprincipal amount thereof and the price determined in the following manner:

the bid-side quote determined by any of Loan Pricing Corporation,(i)MarkIt Partners, FT Interactive, Bridge Information Systems or KDP or any othernationally recognized loan pricing service selected by the Collateral Manager, or

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if such quote described in clause (i) is not available, the average of(ii)the bid-side quotes determined by three broker-dealers active in the trading ofsuch asset that are Independent (with respect to each other and the CollateralManager); or

if only two such bids can be obtained, the lower of the(A)bid-side quotes of such two bids; or

with respect to determining Market Value in connection(B)with calculating the Adjusted Collateral Principal Amount only, if onlyone such bid can be obtained, such bid; provided that this subclause (B)will only apply at any time at which the Collateral Manager is not aregistered investment adviser under the Investment Advisers Act; or

if such quote or bid described in clause (i) or (ii) is not available,(iii)then the Market Value of such Collateral Obligation shall be the lowest of (x) thehigher of (A) the S&P Recovery Rate and (B) 70% of the outstanding principalamount of such Collateral Obligation, (y) the Market Value determined by theCollateral Manager exercising reasonable commercial judgment, consistent withthe manner in which it would determine the market value of an asset for purposesof other funds or accounts managed by it and (z) the purchase price of suchCollateral Obligation; provided, that, if the Collateral Manager is not a registeredinvestment adviser under the Investment Advisers Act, the Market Value of anysuch asset may not be determined in accordance with this clause (iii) for morethan thirty days; or

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

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

"Maturity Amendment": The meaning specified in Section 12.4.

"Maximum Moody's Rating Factor Test": A test that will be satisfied on any dateof determination if the Moody's Adjusted Weighted Average Rating Factor of the CollateralObligations is less than or equal to the lesser of (a) [3300] and (b) the sum of (x) the number setforth in the Asset Quality Matrix at the intersection of the applicable "row/column combination"chosen by the Collateral Manager with notice to the Collateral Administrator (or the linearinterpolation between two adjacent rows and/or two adjacent columns, as applicable) inaccordance with Section 7.17(f), plus (y) the Moody's Weighted Average Recovery Adjustment.

"Measurement Date": (i) Any day on which the Issuer purchases, or enters into acommitment to purchase, a Collateral Obligation, (ii) any Determination Date, (iii) the date as ofwhich the information in any Monthly Report is calculated, (iv) with five (5) Business Days

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prior notice, any Business Day requested by Moody's or S&P if such Rating Agency is thenrating any Class of outstanding Notes and (v) the last day of the Ramp-Up Period; provided that,in the case of clauses (i) through (iv), no "Measurement Date" may occur prior to the last day ofthe Ramp-Up Period.

"Memorandum and Articles": The Issuer's amended and restated Memorandumand Articles of Association, as they may be amended, revised or restated from time to time.

"Merging Entity": The meaning specified in Section 7.10.

"Minimum Fixed Coupon Test": A test that will be satisfied on any date ofdetermination if the Weighted Average Fixed Coupon equals or exceeds the Minimum WeightedAverage Coupon.

"Minimum Floating Spread": The number set forth in the column entitled"Minimum Weighted Average Spread" in the Asset Quality Matrix (based upon the applicable"row/column combination" chosen by the Collateral Manager with notice to the CollateralAdministrator (or the linear interpolation between two adjacent rows and/or two adjacentcolumns, as applicable) in accordance with Section 7.17(f)) reduced by the Moody's WeightedAverage Recovery Adjustment; provided that the Minimum Floating Spread shall in no event belower than 2.00[2.0]%.

"Minimum Floating Spread Test": The test that is satisfied on any date ofdetermination if the Weighted Average Floating Spread equals or exceeds the Minimum FloatingSpread.

"Minimum Weighted Average Coupon": 7.00[7.0]%.

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

"Monthly Report": The meaning specified in Section 10.7(a).

"Monthly Report Determination Date": The meaning specified in Section 10.7(a).

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

"Moody's Adjusted Weighted Average Rating Factor": As of any date ofdetermination, a number equal to the Moody's Weighted Average Rating Factor determined inthe following manner: for purposes of determining a Moody's Default Probability Rating,Moody's Rating or Moody's Derived Rating in connection with determining the Moody'sWeighted Average Rating Factor for purposes of this definition, the last paragraph of the definition of each of "Moody's Default Probability Rating," "Moody's Rating" and "Moody's Derived Rating" will be disregarded, and instead each applicable rating on credit watch byMoody's that is on (a) positive watch will be treated as having been upgraded by one ratingsubcategory, (b) negative watch will be treated as having been downgraded by two ratingsubcategories and (c) negative outlook will be treated as having been downgraded by one ratingsubcategory.

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"Moody's Collateral Value": As of any date of determination, with respect to anyDefaulted Obligation or Deferrable Obligation, the lesser of (i) the Moody's Recovery Amountof such obligation as of such date and (ii) the Market Value of such obligation as of such date.

"Moody's Counterparty Criteria": With respect to any Participation Interestproposed to be acquired by the Issuer, criteria that will be met if immediately after giving effectto such acquisition, (x) the percentage of the Collateral Principal Amount that consists in theaggregate of Participation Interests with Selling Institutions that have the same or a lowerMoody's credit rating does not exceed the "Aggregate Percentage Limit" set forth below for suchMoody's credit rating and (y) the percentage of the Collateral Principal Amount that consists inthe aggregate of Participation Interests with any single Selling Institution that has the Moody'scredit rating set forth below or a lower credit rating does not exceed the "Individual PercentageLimit" set forth below for such Moody's credit rating:

Moody's credit rating of Selling Institution (at orbelow)

Individual PercentageLimit

Aggregate PercentageLimit

Aaa 20% 20%Aa1 10% 20%Aa2 10% 20%Aa3 10% 15%A1 5% 10%A2* 5% 5%A3 or below 0% 0%____________

* only if entity also has a Moody's short-term rating of P-1; otherwise percentage limits for "A3 or below" apply

"Moody's Default Probability Rating": With respect to any Collateral Obligation,the rating determined pursuant to Schedule 4.

"Moody's Derived Rating": With respect to any Collateral Obligation whoseMoody's Rating or Moody's Default Probability Rating cannot otherwise be determined pursuantto the definitions thereof, the rating determined for such Collateral Obligation as set forth inSchedule 4.

"Moody's Diversity Test": A test that will be satisfied on any date ofdetermination if the Diversity Score (rounded to the nearest whole number) equals or exceeds thenumber set forth in the column entitled "Minimum Diversity Score" in the Asset Quality Matrixbased upon the applicable "row/column combination" chosen by the Collateral Manager withnotice to the Collateral Administrator (or the linear interpolation between two adjacent rowsand/or two adjacent columns, as applicable) in accordance with Section 7.17(f).

"Moody's Industry Classification": The industry classifications set forth inSchedule 1, as such industry classifications shall be updated at the sole option of the CollateralManager (with notice to the Collateral Administrator) if Moody's publishes revised industryclassifications.

"Moody's Minimum Weighted Average Recovery Rate Test": The test that willbe satisfied on any date of determination if the Moody's Weighted Average Recovery Rateequals or exceeds 43%.

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"Moody's Ramp-Up Failure": The meaning specified in Section 7.17(d).

"Moody's Rating": With respect to any Collateral Obligation, the ratingdetermined pursuant to Schedule 4.

"Moody's Rating Condition": With respect to any action taken or to be taken byor on behalf of the Issuer, a condition that is satisfied if Moody's has confirmed in writing,including electronic messages, facsimile, press release, posting to its internet website, or othermeans then considered industry standard (or has declined to undertake the review of such actionby such means) to the Issuer, the Trustee and the Collateral Manager that no immediatewithdrawal or reduction with respect to its then-current rating of any Class of Secured Notes willoccur as a result of such action; provided that if (a) Moody's makes a public announcement orinforms the Issuer, the Collateral Manager or the Trustee that (i) it believes the Moody's RatingCondition is not required with respect to an action or (ii) its practice or policy is to not give suchconfirmations, (b) in connection with amendments requiring unanimous consent of all holders ofNotes, such holders have been advised prior to consenting that the current ratings of one or moreClasses of Notes may be reduced or withdrawn as a result of such amendment, or (c) Moody's nolonger constitutes a Rating Agency under this Indenture, the Moody's Rating Condition will notapply.

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

Moody's DefaultProbability Rating

Moody's RatingFactor

Moody's DefaultProbability Rating

Moody's RatingFactor

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

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

"Moody's Recovery Amount": With respect to any Collateral Obligation, anamount equal to the product of (i) the applicable Moody's Recovery Rate and (ii) the PrincipalBalance of such Collateral Obligation.

"Moody's Recovery Rate": With respect to any Collateral Obligation, as of anydate of determination, the recovery rate determined in accordance with the following, in thefollowing order of priority:

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

if the preceding clause does not apply to the Collateral Obligation,(ii)except with respect to DIP Collateral Obligations, the rate determined pursuant tothe table below based on the number of rating subcategories difference betweenthe Collateral Obligation's Moody's Rating and its Moody's Default ProbabilityRating (for purposes of clarification, if the Moody's Rating is higher than theMoody's Default Probability Rating, the rating subcategories difference will bepositive and if it is lower, negative):

Number of Moody'sRatings

SubcategoriesDifference Betweenthe Moody's Rating

and the Moody'sDefault Probability

Rating

Senior SecuredLoans (other

thanFirst-LienLast-OutLoans)

Second LienLoans andFirst-LienLast-OutLoans *

UnsecuredLoans

+2 or more 60.0% 55.0% 45.0%+1 50.0% 45.0% 35.0%0 45.0% 35.0% 30.0%-1 40.0% 25.0% 25.0%-2 30.0% 15.0% 15.0%

-3 or less 20.0% 5.0% 5.0%

or

if the Collateral Obligation is a DIP Collateral Obligation (other(iii)than a DIP Collateral Obligation which has been specifically assigned a recoveryrate by Moody's), 50%.

* If such Collateral Obligation does not have both a CFR and an Assigned Moody'sRating (as such terms are defined in Schedule 4 of this Indenture), such CollateralObligation will be deemed to be an Unsecured Loan for purposes of this table.

"Moody's Weighted Average Rating Factor": The number (rounded up to thenearest whole number) determined by:

summing the products of (i) the Principal Balance of each Collateral(a)Obligation (excluding any Defaulted Obligation) and (ii) the Moody's Rating Factor ofsuch Collateral Obligation and

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dividing such sum by the Principal Balance of all such Collateral(b)Obligations.

"Moody's Weighted Average Recovery Adjustment": As of any date ofdetermination, (x) the greater of (a) zero and (b) the product of (i)(A) the Moody's WeightedAverage Recovery Rate as of such date of determination multiplied by 100 minus (B) 43[•] and(ii) the "Recovery Rate Modifier" in the Recovery Rate Modifier Matrix that corresponds to the"row/column combination" then in effect for purposes of the Asset Quality Matrix, or (y) withrespect to the adjustment of the Minimum Floating Spread, the product of (1) the difference (notless than zero) between (i) the product of (A) the Moody's Weighted Average Recovery Rate asof such date of determination and (B) 100 minus (ii) 43[•] multiplied by (2) (a) 0.02[•]% whenthe Minimum Weighted Average Spread is equal to or greater than 2.0[•]% and less than orequal to 3.0[•]%, (b) 0.05[•]% when the Minimum Weighted Average Spread is greater than3.0[•]% and less than or equal to 4.6[•]%, or (c) 0.12[•]% when the Minimum Weighted AverageSpread is greater than 4.6[•]%; provided, that if the Moody's Weighted Average Recovery Ratefor purposes of determining the Moody's Weighted Average Recovery Adjustment is greaterthan [60]%, then such Moody's Weighted Average Recovery Rate will equal [60]% unless theMoody's Rating Condition is satisfied.

"Moody's Weighted Average Recovery Rate": As of any date of determination,the number, expressed as a percentage, obtained by summing the product of the Moody'sRecovery Rate on such Measurement Date of each Collateral Obligation (excluding anyDefaulted Obligation) and the Principal Balance of such Collateral Obligation, dividing suchsum by the Aggregate Principal Balance of all such Collateral Obligations and rounding up tothe first decimal place.

"Non-Call Period": The period from the Closing Date to but excluding April 15, 2018.June 13, 2020.

"Non-Emerging Market Obligor": An Obligor that is Domiciled in (a) the UnitedStates of America, (b) any country that has a foreign currency country ceiling rating of at least"Aa2" by Moody's and a foreign currency issuer rating of at least "AA" by S&P, or (c) a TaxJurisdiction.

"Non-Permitted ERISA Holder": The meaning specified in Section 2.12(c).

"Non-Permitted Holder": The meaning specified in Section 2.12(b).

"Non-Recourse Obligation": An obligation that falls into any one of thefollowing types of specialized lending, except any obligation that is assigned both a CFR byMoody's and a rating by S&P pursuant to clause (a) of the definition of S&P Rating:

Project Finance: a method of funding in which the lender looks primarily(1)to the revenues generated by a single project, both as the source of repayment and as securityfor the exposure. Repayment depends primarily on the project's cash flow and on thecollateral value of the project's assets, such as power plants, chemical processing plants,mines, transportation infrastructure, environment, and telecommunications infrastructure.

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Object Finance: a method of funding the acquisition of physical assets(2)(e.g. ships, aircraft, satellites, railcars, and fleets) where the repayment of the exposure isdependent on the cash flows generated by the specific assets that have been financed andpledged or assigned to the lender. A primary source of these cash flows might be rental orlease contracts with one or several third parties.

Commodities Finance: a structured short-term lending to finance reserves,(3)inventories, or receivables of exchange-traded commodities (e.g. crude oil, metals, or crops),where the exposure will be repaid from the proceeds of the sale of the commodity and theborrower has no independent capacity to repay the exposure. This is the case when theborrower has no other activities and no other material assets on its balance sheet.

Income-producing real estate: a method of providing funding to real(4)estate (such as, office buildings to let, retail space, multifamily residential buildings,industrial or warehouse space, and hotels) where the prospects for repayment and recoveryon the exposure depend primarily on the cash flows generated by the asset. The primarysource of these cash flows would generally be lease or rental payments or the sale of theasset.

High-volatility commercial real estate: a financing any of the land(5)acquisition, development and construction phases for properties of those types in suchjurisdictions, where the source of repayment at origination of the exposure is either the futureuncertain sale of the property or cash flows whose source of repayment is substantiallyuncertain (e.g. the property has not yet been leased to the occupancy rate prevailing in thatgeographic market for that type of commercial real estate).

"Note Interest Amount": With respect to any specified Class of Secured Notesand any Interest Determination Date (except in the case of the first Interest Determination Date),the amount of interest for the related Interest Accrual Period payable in respect of eachU.S.$100,000 Outstanding principal amount of such Class of Secured Notes.

"Note Interest Rate": With respect to any Class of Secured Notes (i) unless aRe-Pricing has occurred, the per annum interest rate specified in Section 2.3 and (ii) upon theoccurrence of a Re-Pricing with respect to such Class of Secured Notes, the applicableRe-Pricing Rate.

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

first, to the payment of principal of the Class A-1-R Notes until (i)such amount has been paid in full and, second, to the payment of principal of the Class A-2-R Notes until such amount has been paid in full;

to the payment of principal of the Class B-1 Notes and the Class (ii)B-2 Notes, pro rata, based on their respective Aggregate Outstanding Amounts,R Notes until such amounts have been paid in full;

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to the payment of accrued and unpaid interest (including any(iii)defaulted interest) and any Deferred Interest on the Class C Notes until suchamounts have been paid in full;

to the payment of principal of the Class C Notes until such amount(iv)has been paid in full;

to the payment of accrued and unpaid interest (including any(v)defaulted interest) and any Deferred Interest on the Class D Notes until suchamounts have been paid in full;

to the payment of principal of the Class D Notes until such amount(vi)has been paid in full;

to the payment of accrued and unpaid interest (including any(vii)defaulted interest) and any Deferred Interest on the Class E Notes until suchamounts have been paid in full; and

to the payment of principal of the Class E Notes until such amount (viii)has been paid in full;

to the payment of accrued and unpaid interest (including any (ix)defaulted interest) and any Deferred Interest on the Class F-R Notes until such amounts have been paid in full; and

to the payment of principal of the Class F-R Notes until such(x)amount has been paid in full.

"Note Purchase Agreement": The agreement dated as of the Closing Date, by andamong the Co-Issuers, the Income Note Issuer and the Initial Purchaser in respect of the Notesand Income Notes purchased by the Initial Purchaser on the Closing Date, as amended from timeto time.

"Notes": Collectively, the Secured Notes and the Subordinated Notes authorizedby, and authenticated and delivered under, this Indenture (as specified in Section 2.3) or anysupplemental indenture (and including any Additional Notes issued hereunder pursuant toSection 2.4).

"Notice of Alternative Index": The meaning specified in the definition of "LIBOR".

"NRSRO": Any nationally recognized statistical rating organization, other thanany Rating Agency.

"NRSRO Certification": A certification substantially in the form of Exhibit Eexecuted by a NRSRO in favor of the Issuer and the Information Agent that states that such

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NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule17g-5(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.

"Obligor": The issuer or the obligor or guarantor under a loan, as the case maybe.

"Offer": With respect to any loan or security, (i) any offer by the Obligor orissuer in respect thereof or by any other Person made to all of the holders of such loan or securityto purchase or otherwise acquire such loan or security (other than pursuant to any redemption inaccordance with the terms of the related Underlying Instruments) or to convert or exchange suchloan or security into or for Cash, loans or securities or any other type of consideration or (ii) anysolicitation by the Obligor or issuer in respect thereof or by any other Person to amend, modifyor waive any provision of such loan or security or any related Underlying Instrument.

"Offering": The offering of the Notes pursuant to the Offering Circular.

"Offering Circular": The offering circular, dated April 20, 2016 relating to theNotes and the Income Notes, including any supplements thereto.

"Officer": With respect to any corporation, the chairman of the board ofdirectors, any director, the chief executive officer, the president, the chief financial officer, anyvice president, the secretary, any assistant secretary, the treasurer or any assistant treasurer ofsuch entity; with respect to any limited liability company, any director or authorized managerthereof or other officer authorized pursuant to the operating agreement or memorandum andarticles of association of such limited liability company; with respect to any partnership, anygeneral partner thereof; and with respect to any bank or trust company acting as trustee of anexpress trust or as custodian, any Trust Officer.

"offshore transaction": The meaning specified in Regulation S.

"Opinion of Counsel": A written opinion addressed to the Trustee, the Issuer and,if required by the terms hereof, each Rating Agency, in form and substance reasonablysatisfactory to the Trustee, of a nationally or internationally recognized law firm or an attorneyadmitted to practice (or law firm, one or more of the partners of which are admitted to practice)before the highest court of any State of the United States or the District of Columbia (or theCayman Islands, in the case of an opinion relating to the laws of the Cayman Islands) in therelevant jurisdiction, which attorney (or law firm) may, except as otherwise expressly providedin this Indenture, be counsel for the Issuer or the Co-Issuer, as the case may be, and which firmor attorney, as the case may be, shall be reasonably satisfactory to the Trustee. Whenever anOpinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions ofother counsel who are so admitted and so satisfactory, which opinions of other counsel shallaccompany such Opinion of Counsel and shall either be addressed to the Trustee, the Issuer and,if required by the terms hereof, each Rating Agency or shall state that the Trustee, the Issuer and,if applicable, each Rating Agency shall be entitled to rely thereon.

"Optional Redemption": The meaning specified in Section 9.2(a).

"Optional Redemption by Refinancing": The meaning specified in Section 9.2(a).

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

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

Notes theretofore canceled by the Registrar or delivered to the(i)Registrar for cancellation or registered in the Register on the date the Trusteeprovides notice to the Holders pursuant to Section 4.1 that this Indenture has beendischarged;

Notes or portions thereof for whose payment or redemption funds(ii)in the necessary amount have been theretofore irrevocably deposited with theTrustee or any Paying Agent in trust for the Holders of such Notes pursuant toSection 4.1(a)(i)(B); provided that if such Notes or portions thereof are to beredeemed, notice of such redemption has been duly given pursuant to thisIndenture or provision therefor satisfactory to the Trustee has been made;

Notes in exchange for or in lieu of which other Notes have been(iii)authenticated and delivered pursuant to this Indenture, unless proof satisfactory tothe Trustee is presented that any such Notes are held by a Protected Purchaser;

Notes alleged to have been mutilated, defaced, destroyed, lost or(iv)stolen for which replacement Notes have been issued as provided in Section 2.7;and

Surrendered Notes that have been cancelled by the Trustee;(v)provided that for purposes of calculation of any Overcollateralization Ratio, anySurrendered Notes shall be deemed to remain Outstanding until all Notes of theapplicable Class and each Class that is senior in right of principal payment theretoin the Note Payment Sequence have been retired or redeemed, having anAggregate Outstanding Amount equal to the Aggregate Outstanding Amount asof the date of surrender, reduced proportionately with, and to the extent of, anypayments of principal on Notes of the same Class thereafter;

provided, that in determining whether the Holders of the requisite Aggregate OutstandingAmount have given any request, demand, authorization, direction, notice, consent or waiverunder this Indenture or the Collateral Management Agreement, (I) Notes owned by the Issuer orthe Co-Issuer or (only in the case of a vote on (i) the removal of the Collateral Manager for"Cause" and any consent or objection with respect to a successor manager in connection with aremoval of the Collateral Manager for "Cause" and (ii) the waiver of any event constituting"Cause" as a basis for termination of the Collateral Management Agreement and removal of theCollateral Manager, to the extent provided in the Collateral Management Agreement) anyCollateral Manager Notes shall be disregarded and deemed not to be Outstanding to the extentprovided in the Collateral Management Agreement, except that, in determining whether the

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Trustee shall be protected in relying upon any such request, demand, authorization, direction,notice, consent or waiver, only Notes a Trust Officer of the Trustee has actual knowledge (or hasbeen provided written notice of) to be so owned shall be so disregarded, and (II) Notes so ownedthat have been pledged in good faith shall be regarded as Outstanding if the pledgee establishesto the reasonable satisfaction of the Trustee the pledgee's right so to act with respect to suchNotes and that the pledgee is not one of the Persons specified above.

"Overcollateralization Ratio": With respect to any specified Class or Classes ofSecured Notes as of any Measurement Date, the percentage derived from dividing: (a) theAdjusted Collateral Principal Amount by (b) the sum of (i) the Aggregate Outstanding Amountsof the Secured Notes of such Class or Classes and each Priority Class of Secured Notes, plus (ii)Deferred Interest with respect to such Class or Classes and each Priority Class of Secured Notes.

"Overcollateralization Ratio Test": A test that is satisfied with respect to anyClass or Classes of Secured Notes as of any date of determination following the last day of theRamp-Up Period, if (i) the Overcollateralization Ratio for such Class or Classes is at least equalto the applicable Required Coverage Ratio for such Class or Classes or (ii) such Class or Classesof Secured Notes is no longer Outstanding.

"Pari Passu Class": With respect to each Class of Notes, each Class of Notes thatranks pari passu with such Class, as indicated in Section 2.3.

"Partial Deferrable Obligation": Any Collateral Obligation which by its termspermits the deferral or capitalization of payment of accrued, unpaid interest, the underlyingdocument of which requires a current cash pay interest rate of not less than (a) in the case of aFloating Rate Obligation, LIBOR plus 1.00% per annum or (b) in the case of a Fixed RateObligation, the zero-coupon swap rate in a fixed/floating interest rate swap with a term equal tofive years.

"Partial Redemption by Refinancing": The meaning specified in Section 9.2.

"Participation Interest": A participation interest in a loan that, at the time ofacquisition or the Issuer's commitment to acquire the same, (x) is represented by a contractualobligation of a Selling Institution and (y) satisfies each of the following criteria: (i) suchparticipation would constitute a Collateral Obligation were it acquired directly; (ii) the SellingInstitution is the lender on the loan; (iii) the aggregate participation in the loan does not exceedthe principal amount or commitment of such loan; (iv) such participation does not grant, in theaggregate, to the participant in such participation a greater interest than the Selling Institutionholds in the loan or commitment that is the subject of the participation; (v) the entire purchaseprice for such participation is paid in full at the time of its acquisition (or, in the case of aparticipation in a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation,at the time of the funding of such loan); (vi) the participation provides the participant all of theeconomic benefit and risk of the whole or part of the loan or commitment that is the subject ofthe loan participation; and (vii) such participation is documented under a Loan Syndications andTrading Association, Loan Market Association or similar agreement standard for loanparticipation transactions among institutional market participants; provided, that, for the

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avoidance of doubt, a Participation Interest shall not include a sub-participation interest in anyloan.

"Partnership RepresentativePartner": The meaning specified in Section7.16(t7.17(n).

"Partnership Interest": The meaning specified in Section 7.17(n).

"Partnership Tax Audit Rules": Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any regulations and guidance issued thereunder (or any successor provisions) and any similar provisions of state and local tax laws.

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

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

"Payment Date": Subject to Section 14.9, the 15th day of January, April, July andOctober of each year (or if such day is not a Business Day, the next succeeding Business Day)and the Stated Maturity, commencing on the Payment Date in July 2016; provided that,following the redemption or repayment in full of the Secured Notes, Holders of SubordinatedNotes may receive payments on any dates designated by the Collateral Manager (which datesmay or may not be the dates stated above) with (i) at least five (5) Business Days prior writtennotice to the Trustee and the Collateral Administrator (which notice the Trustee shall promptlyforward to the Holders of the Subordinated Notes) and (ii) the prior written consent of a Majorityof the Subordinated Notes, and such dates shall thereafter constitute "Payment Dates."

"PBGC": The United States Pension Benefit Guaranty Corporation.

"Permitted Use": Any of the following uses with respect toWith respect to (a) the proceeds of an additional issuance of additional Subordinated Notes and/or Junior Mezzanine Notes designated for a Permitted Use or (b) any Contribution received into the ContributionAccount, any of the following uses: (i) the transfer of the applicable portion of such amount tothe Interest Collection Account for application as Interest Proceeds; (ii) the transfer of theapplicable portion of such amount to the Principal Collection Account for application asPrincipal Proceeds; (iii) the repurchase of Notes in accordance with Section 2.13; (iv) todesignate such amount as Refinancing Proceeds for use in connection with a Redemption byRefinancing; and (v) the transfer of the applicable portion of such amount to pay any costs orexpenses associated with a Refinancing or a Re-Pricing. or an additional issuance of Notes and (vi) for any other use of funds permitted under this Indenture, in each case subject to the limitations set forth herein.

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

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"Petition Expenses": The meaning specified in Section 13.1(c).

"Plan Asset Regulations": Regulations promulgated by the United StatesDepartment of Labor at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

"Plan of Merger": The plan of merger to be dated as of the Closing Date betweenthe Issuer and Octagon Investment Partners Funding Ltd.

"Plan of Merger Consent": The meaning specified in Section 14.21.

"Pledged Obligations": As of any date of determination, the CollateralObligations, the Eligible Investments and any Equity Security which forms part of the Assetsthat have been Granted to the Trustee.

"Post-Acceleration Payment Date": Any Payment Date after the principal of theSecured Notes has been declared to be or has otherwise become immediately due and payablepursuant to Section 5.2; provided that such declaration has not been rescinded or annulled.

"Post-Reinvestment Period Criteria": The criteria specified in Section 12.2(b).

"Post-Reinvestment Period Settlement Obligation": The meaning specified inSection 12.2(e).

"Principal Balance": Subject to Section 1.2, with respect to any PledgedObligation, as of any date of determination, the outstanding principal amount of such PledgedObligation (excluding any capitalized interest), including the funded and unfunded balance onany Revolving Collateral Obligation and Delayed Drawdown Collateral Obligation; providedthat for all purposes (i) the Principal Balance of any Equity Security or, other than for purposesof determining the Fee Basis Amount, Collateral Obligation that has been a Defaulted Obligationfor three years or more, will be deemed to be zero, (ii) other than for purposes of determining theFee Basis Amount, the Principal Balance of any Collateral Obligation that, at the time of itspurchase by the Issuer, was subject to an Offer for a price of less than its par amount, will be,until the expiration of such Offer in accordance with its terms, the Offer price (expressed as adollar amount) of such Collateral Obligation, and (iii) for the avoidance of doubt, the "Principal Balance" of any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligationwill not include the unfunded balance of such obligation for purposes of any test ordetermination under this Indenture if the effect thereof would be to double count such amountsand amounts on deposit in the Unfunded Exposure Account.

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

"Principal Financed Accrued Interest": With respect to (a) any CollateralObligation owned or purchased by the Issuer on the Closing Date, any unpaid interest on suchCollateral Obligation that accrued prior to the Closing Date that was owing to the Issuer andremained unpaid as of the Closing Date and (b) any Collateral Obligation purchased after theClosing Date, any payments made to, or other collections made by, the Obligor with respect tosuch Collateral Obligation that is attributable to the payment of accrued interest thereon, which

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accrued interest was purchased with Principal Proceeds at the time such Collateral Obligationwas purchased by the Issuer; provided, that in the case of this clause (b), Principal FinancedAccrued Interest will not include any amounts attributable to accrued interest purchased withInterest Proceeds deemed to be Principal Proceeds as set forth in the definition of "InterestProceeds."

"Principal Proceeds": With respect to any Collection Period or DeterminationDate, all amounts received by the Issuer during the related Collection Period that do notconstitute Interest Proceeds and any amounts that have been designated as Principal Proceedspursuant to the terms hereof; provided that, for the avoidance of doubt, Principal Proceeds shallnot include the Excepted Property.

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

"Priority Hedge Termination Event": The occurrence (a) of any terminationunder a Hedge Agreement with respect to which the Issuer is the sole "defaulting party" or"affected party" (each as defined in the relevant Hedge Agreement), (b) with respect to either theIssuer or the Hedge Counterparty, of any event described in Section 5(b)(i) ("Illegality") of anyHedge Agreement, or (c) of the liquidation of Assets pursuant to Article 5 of this Indenture dueto an Event of Default under this Indenture.

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

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

"Proposed Portfolio": The portfolio of Collateral Obligations and EligibleInvestments resulting from the proposed purchase, sale, maturity or other disposition of aCollateral Obligation or a proposed reinvestment in an additional Collateral Obligation, as thecase may be.

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

"QIB/QP": Any Person that, at the time of its acquisition, purported acquisitionor proposed acquisition of Notes is both a Qualified Institutional Buyer and a QualifiedPurchaser.

"Qualified Institutional Buyer": The meaning specified in Rule 144A under theSecurities Act.

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

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

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"Ramp-Up Period": The period commencing on the Closing Date and endingupon the earlier of (a) September 1, 2016 and (b) any date selected by the Collateral Manager inits sole discretion on or after which the Aggregate Ramp-Up Par Condition has been satisfied.

"Rating Agency": Each of Moody's and S&P, in each case only for so long asNotes rated by such entity on the Closing Date are Outstanding and rated by such entity.

"Rating Confirmation Redemption": The meaning specified in Section 9.8.

"Rating Confirmation Redemption Amount": The meaning specified in Section 9.8.

"Rating Confirmation Redemption Date": The meaning specified in Section 9.8.

"Re-Priced Class": The meaning specified in Section 9.9(a).

"Re-Pricing": The meaning specified in Section 9.9(a).

"Re-Pricing Date": The meaning specified in Section 9.9(b).

"Re-Pricing Eligible Secured Notes": The Class BA-12-R Notes, the Class B-2RNotes, the Class C-R Notes, the Class D-R Notes, the Class E-R Notes and the Class EF-RNotes.

"Re-Pricing Intermediary": The meaning specified in Section 9.9(a).

"Re-Pricing Rate": The meaning specified in Section 9.9(b).

"Re-Pricing Replacement Notes": Notes issued in connection with a Re-Pricingthat have terms identical to the Re-Priced Class (after giving effect to the Re-Pricing) and areissued in an aggregate outstanding principal amount such that the Re-Priced Class will have thesame aggregate outstanding principal amount after giving effect to the Re-Pricing as it did beforethe Re-Pricing.

"Record Date": As to any applicable Payment Date or Redemption Date, the 15thday (whether or not a Business Day) prior to such Payment Date or Redemption Date, asapplicable.

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

Minimum Weighted

Average Spread

Minimum Diversity Score

40 45 50 55 60 65 70 75 80

2.00% 33 33 33 33 33 33 33 33 332.10% 38 38 38 38 38 38 38 38 382.20% 43 42 43 43 43 42 42 42 422.30% 48 48 48 48 48 48 48 48 482.40% 52 52 52 52 51 51 51 51 512.50% 55 55 55 55 55 56 56 56 552.60% 60 60 60 60 60 59 60 59 592 70% 63 63 63 63 63 62 63 63 62

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"Redemption by Liquidation": The meaning specified in Section 9.2(a).

Minimum Weighted

Average Spread

Minimum Diversity Score

[•] [•] [•] [•] [•] [•] [•] [•] [•]

[•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•][•]% [•] [•] [•] [•] [•] [•] [•] [•] [•]

Moody's Recovery Rate Modifier

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"Redemption by Refinancing": An Optional Redemption by Refinancing or aPartial Redemption by Refinancing.

"Redemption Date": Any Business Day specified for an Optional Redemption orTax Redemption of Notes, unless the related notice of redemption is withdrawn by the Issuer asprovided in Section 9.5.

"Redemption Price": When used with respect to (a) any Class of Secured Notes(i) an amount equal to 100% of the outstanding principal amount thereof plus (ii) accrued andunpaid interest thereon (including Deferred Interest and interest on any accrued and unpaidDeferred Interest with respect to such Secured Notes), to but excluding the Redemption Date orRe-Pricing Date, as applicable, and (b) any Subordinated Note, its proportional share (based onthe outstanding principal amount of such Subordinated Notes) of the amount of the proceeds ofthe Assets (including proceeds created when the lien of this Indenture is released) remainingafter giving effect to the redemption of the Secured Notes in full and payment in full of (and/orcreation of a reserve by the Issuer for, with notice to the Trustee) all fees, expenses andindemnities of the Co-Issuers; provided, that any Holder of a Secured Note may in its solediscretion elect, by written notice to the Issuer, the Trustee, the Paying Agent and the CollateralManager, to receive in full payment for the redemption of its Secured Note an amount less thanthe Redemption Price that would otherwise be payable in respect of such Secured Note, in whichcase, such reduced price will be the "Redemption Price" for such Note.

"Reference Banks": The meaning specified in Exhibit C.

"Refinancing": The meaning specified in Section 9.2(a).

"Refinancing Date": June 13, 2018.

"Refinancing Initial Purchaser": Morgan Stanley & Co. LLC in its capacity as initial purchaser under the Refinancing Purchase Agreement.

"Refinancing Notes": The Class A-R Notes, the Class B-R Notes, the Class C-R Notes, the Class D-R Notes, the Class E-R Notes and the Class F-R Notes, collectively.

"Refinancing Proceeds": The Cash proceeds from a Refinancing and anyContribution designated as Refinancing Proceeds.

"Refinancing Purchase Agreement": The agreement dated as of the Refinancing Date, by and among the Co-Issuers and the Refinancing Initial Purchaser related to the Offering of the Refinancing Notes.

"Register" and "Registrar": The respective meanings specified in Section 2.6(a).

"Registered Office Agreement": The agreement dated July 8, 2015 between theIssuer and the Administrator (as amended from time to time) for the provision of registeredoffice facilities to the Issuer.

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"Regulation D": Regulation D, as amended, under the Securities Act.

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

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

"Regulation S Global Subordinated Note": The meaning specified in Section2.2(b)(i).

"Reinvestment Period": The period from and including the Closing Date to andincluding the earliest of (i) the Payment Date in October 2020,July 2023, (ii) the date of theacceleration of the Maturity of the Secured Notes pursuant to Section 5.2, (iii) the end of theCollection Period related to a Redemption Date in connection with a Redemption by Liquidationand (iv) the date specified by the Collateral Manager in a notice to the Issuer, the RatingAgencies, the Trustee and the Collateral Administrator certifying that it has reasonablydetermined it can no longer reinvest in additional Collateral Obligations in accordance withSection 12.2 or the Collateral Management Agreement; provided that (x) upon terminationpursuant to clause (ii) above, the Reinvestment Period will be reinstated automatically uponrescission of such acceleration so long as no other events that would terminate the ReinvestmentPeriod have occurred and are continuing, and (y) upon termination pursuant to clause (iv) above,the Reinvestment Period may be reinstated upon written direction of the Collateral Manager tothe Co-Issuers, the Trustee and the Rating Agencies so long as no other events that wouldterminate the Reinvestment Period have occurred and are continuing.

"Reinvestment Period Settlement Condition": The meaning specified in Section 12.2(e).

"Reinvestment Target Par Balance": The Aggregate Ramp--Up Par Amountminus (A) any reduction in the Aggregate Outstanding Amount of the Notes through thepayment of Principal Proceeds or Interest Proceeds plus (B) the aggregate amount of PrincipalProceeds that result from the issuance of any Additional Notes or the aggregate principal amountof such Additional Notes at the time of their issuance, whichever is higher (after giving effect tosuch issuance of any Additional Notes).

"Replacement Notes": The meaning specified in Section 9.2(a).

"Requesting Party": The meaning specified in Section 14.17(a).

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"Required Coverage Ratio": With respect to a specified Class of Secured Notesand the related Interest Coverage Test or Overcollateralization Ratio Test as the case may be, asof any date of determination, the applicable percentage indicated below opposite such specifiedClass:

Class Required Overcollateralization RatioA/B 123.33121.56%C 113.95112.83%D 108.94107.62%E 104.70104.20%

Class Required Interest Coverage RatioA/B 120.00120.0%C 115.00115.0%D 110.00110.0%E 105.00105.0%

"Required Hedge Counterparty Rating": With respect to any HedgeCounterparty, the ratings required by the criteria of each Rating Agency in effect at the time ofexecution of the related Hedge Agreement, except in each case to the extent that such RatingAgency provides written confirmation that one or more of such ratings from such Rating Agencyis not required to be satisfied.

"Required S&P Credit Estimate Information": The meaning specified in Schedule 5 hereto.

"Restricted Trading Period": Each day during which (i) the S&P rating of any ofthe Class A-1-R Notes or the Moody's rating of any of the Class A Notes is one or moresubcategories below its Moody's Initial Rating or S&P Initial Rating on the Refinancing Date, asapplicable, (ii) the Moody'sS&P rating of any of the Class B Notes, the Class C Notes, the ClassD Notes or, prior to the satisfaction of the Controlling Class Condition, the Class E Notes is twoor more subcategories below their respective Moody'sS&P Initial Ratings on the Refinancing Date or (iii) the Moody's Initial Rating or the S&P Initial Rating of any applicable Class ofSecured Notes (in each case then outstanding) has been withdrawn and not reinstated (other thanwith respect to a redemption, refinancing or repurchase of any Notes); provided that such periodshall not be a Restricted Trading Period (a) if, after giving effect to any Unscheduled PrincipalPayments or any sale of a Collateral Obligation (x) the Aggregate Principal Balance (excludingthe Collateral Obligation being sold and including the anticipated net proceeds of such sale, inthe case of a sale of a Collateral Obligation and including, for the avoidance of doubt, thePrincipal Proceeds received with respect to any Unscheduled Principal Payments) will be at leastequal to the Reinvestment Target Par Balance, (y) prior to the satisfaction of the ControllingClass Condition, each of the Coverage Tests will be satisfied and (z) prior to the satisfaction ofthe Controlling Class Condition, the Maximum Moody's Rating Factor Test and the Moody'sMinimum Weighted Average Recovery Rate Test will be satisfied, or (b) upon the direction of aMajority of the Controlling Class to the Co-Issuers, the Trustee and the Collateral Manager tosuch effect, which direction of a Majority of the Controlling Class shall remain in effect until theearlier of (A) a subsequent direction by a Majority of the Controlling Class to the Co-Issuers, the

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Trustee and the Collateral Manager directing the commencement of a Restricted Trading Periodand (B) a further downgrade or withdrawal of any applicable Class of Secured Notes thatnotwithstanding such waiver would cause the conditions set forth in clause (i), (ii) or (iii) to betrue.

"Reuters Screen": The Reuters Page LIBOR 01 (or such other page that mayreplace that page on such service for the purpose of displaying comparable rates) as reported byBloomberg Financial Markets Commodities News as of 11:00 a.m., London time, on the InterestDetermination Date.

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

"Risk Retention Rule": The final regulations jointly published on December 24, 2014 by the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission, the Department of Housing and Urban Development and the Federal Housing Finance Agency requiring risk retention by securitizers.Condition": A condition that is satisfied on any date of determination if, in connection with the issuance of additional Notes pursuant to Section 2.4 hereof or a Refinancing or Partial Redemption Refinancing, the Collateral Manager has determined (based upon the advice of nationally recognized counsel experienced in such matters, a summary of which is provided to the Initial Majority Subordinated Noteholder orally or in writing) that the Collateral Manager will be required to comply with any Risk Retention Rules in connection with such Refinancing or Partial Redemption Refinancing, as applicable.

"Risk Retention Rules": The credit risk retention requirements under Section 15G of the Exchange Act and the applicable rules and regulations.

"Rule 17g-5": The meaning specified in Section 14.16.

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

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

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

"Rule 144A Information": The meaning specified in Section 7.14.

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

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"S&P Additional Current Pay Criteria": Criteria satisfied with respect to anyCollateral Obligation (other than a DIP Collateral Obligation) if the issuer of such CollateralObligation has made a Distressed Exchange Offer and the Collateral Obligation is already heldby the Issuer and is subject to the Distressed Exchange Offer or ranks equal to or higher inpriority than the obligation subject to the Distressed Exchange Offer.

"S&P Asset Specific Recovery Rating": With respect to any CollateralObligation, the corporate recovery rating assigned by S&P (i.e., the S&P Recovery Rate) to suchCollateral Obligation.

"S&P CDO Monitor": The dynamic, analytical computer model developed byS&P used to calculate the default frequency in terms of the amount of debt assumed to default asa percentage of the original principal amount of the Collateral Obligations consistent with aspecified benchmark rating level based upon certain assumptions (including the applicable S&PWeighted Average Recovery Rate) and S&P's proprietary corporate default studies, as may beamended by S&P from time to time upon notice to the Issuer, the Trustee, the CollateralManager and the Collateral Administrator. Subject to the last sentence of this paragraph, theS&P CDO Monitor will be chosen by the Collateral Manager (with notice to the CollateralAdministrator) by reference to the portfolio of Collateral Obligations and the following inputs:(A) the applicable weighted average spread will be the spread between 2.00% and 6.00% (inincrements of .01%) without exceeding the Weighted Average Floating Spread as of suchMeasurement Date (the "S&P Matrix Spread") and (B) the applicable weighted average recoveryrate with respect to the Class A-1-R Notes will be determined by reference to the applicable"Recovery Rate Case" set forth in the table provided below, in each case as selected by theCollateral Manager (provided that, in each case, such rate may not exceed the actual S&PWeighted Average Recovery Rate with respect to thesuch Class A Notes). On and after the lastday of the Ramp-Up Period, the Collateral Manager will have the right to choose whichRecovery Rate Case set forth below (a "Recovery Rate Set") and which S&P Matrix Spread willbe applicable for purposes of the S&P CDO Monitor. In the event the Collateral Manager failsto choose (A) a Recovery Rate Case prior to the last day of the Ramp-Up Period, 41.75% willapply, or (B) the S&P Matrix Spread prior to the last day of the Ramp-Up Period, the S&PMatrix Spread will be 3.95%. Notwithstanding the foregoing, an S&P CDO Monitor may bechosen by the Collateral Manager using a weighted average spread or a weighted averagerecovery rate that is not contemplated by either of the foregoing clauses (A) or (B) of the firstsentence of this paragraph if such weighted average spread or weighted average recovery ratehas been confirmed by S&P.

S&P Recovery Rate Matrix (Class A-1-R Notes)Class A Notes

Recovery Rate Case

S&P Recovery Rate (%)

1 30.00%2 30.25%3 30.50%4 30.75%5 31.00%6 31.25%7 31.50%

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Class A Notes

Recovery Rate Case

S&P Recovery Rate (%)

8 31.75%9 32.00%

10 32.25%11 32.50%12 32.75%13 33.00%14 33.25%15 33.50%16 33.75%17 34.00%18 34.25%19 34.50%20 34.75%21 35.00%22 35.25%23 35.50%24 35.75%25 36.00%26 36.25%27 36.50%28 36.75%29 37.00%30 37.25%31 37.50%32 37.75%33 38.00%34 38.25%35 38.50%36 38.75%37 39.00%38 39.25%39 39.50%40 39.75%41 40.00%42 40.25%43 40.50%44 40.75%45 41.00%46 41.25%47 41.50%48 41.75%49 42.00%50 42.3%51 42.5%52 42.8%53 43.0%54 43.3%55 43.5%56 43.8%57 44.0%58 44.3%59 44.5%60 44.8%61 45.0%62 45.3%63 45.5%64 45.8%65 46.0%66 46.3%67 46.5%68 46.8%69 47.0%70 47.3%

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Class A Notes

Recovery Rate Case

S&P Recovery Rate (%)

71 47.5%72 47.8%73 48.0%74 48.3%75 48.5%76 48.8%77 49.0%78 49.3%79 49.5%80 49.8%81 50.0%

Liability Rating

An Amount (in increments of 0.25%):

Preset Refinancing Date

Recovery Rate (%)

Not Less Than (%)

Not Greater Than (%)

"AAA" [•] [•] [•]"AA" [•] [•] [•]"A" [•] [•] [•]

"BBB" [•] [•] [•]"BB" [•] [•] [•]

"S&P CDO Monitor Test": A test that will be satisfied on any date ofdetermination if, after giving effect to the purchase of an additional Collateral Obligation, theClass Default Differential of the Proposed Portfolio is positive. The S&P CDO Monitor Testwill be considered to be improved if the Class Default Differential of the Proposed Portfolio isgreater than the corresponding Class Default Differential of the Current Portfolio. If so electedby the Collateral Manager by written notice to the Issuer, the Collateral Administrator, theTrustee and S&P prior to the last day of the Ramp-Up Period, the S&P CDO Monitor Test anddefinitions applicable thereto, shall instead be as set forth in Schedule 6 hereto henceforth. Anelection to change from the use of this definition to those set forth in Schedule 6 hereto shallonly be made once.

"S&P Collateral Value": With respect to any Defaulted Obligation or DeferrableObligation, the lesser of (a) the S&P Recovery Amount of such obligation as of the relevantMeasurement Date and (b) the Market Value of such obligation as of the relevant MeasurementDate.

"S&P Excel Default Model Input File": An electronic spreadsheet file inMicrosoft Excel format to be provided to S&P, as shall be agreed to by the CollateralAdministrator, the Collateral Manager and S&P and which file shall include the followinginformation (if available) with respect to each Collateral Obligation: (a) the name of the issuerthereof, the country of domicile of the issuer thereof and the particular issue held by the Issuer,(b) the CUSIP, LoanX ID or other applicable identification number associated with suchCollateral Obligation, (c) the par value of such Collateral Obligation, (d) the type of issue

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(including, by way of example, whether such Collateral Obligation is a Senior Secured Loan,Second Lien Loan, Cov-Lite Loan, First-Lien Last-Out Loan, etc.), using such abbreviations asmay be selected by the Collateral Administrator, (e) a description of the index or other applicablebenchmark upon which the interest payable on such Collateral Obligation is based (including, byway of example, fixed rate, step up rate, zero coupon and LIBOR) and whether such CollateralObligation is a LIBOR Floor Obligation and the specified "floor" rate per annum related thereto,(f) the coupon (in the case of a Collateral Obligation which bears interest at a fixed rate) or thespread over the applicable index (in the case of a Collateral Obligation which bears interest at afloating rate), (g) the S&P Industry Classification group for such Collateral Obligation, (h) theStated Maturity of such Collateral Obligation, (i) the S&P Rating of such Collateral Obligationor the issuer thereof, as applicable, (j) the trade date and settlement date of each CollateralObligation, (k) in the case of any purchase which has not settled, the purchase price thereof, and(i) such other information as the Collateral Administrator (in consultation with the CollateralManager) may determine to include in such file. In addition, such file shall include a descriptionof any Balance of Cash and other Eligible Investments and the Principal Balance thereof forminga part of the Pledged Obligations. In respect of the file provided to S&P in connection with theIssuer's request to S&P to confirm its Initial Rating of the Secured Notes pursuant to Section10.10, such file shall include a separate breakdown of the Aggregate Principal Balance andidentity of all Collateral Obligations with respect to which the Issuer has entered into a bindingcommitment to acquire but with respect to which no settlement has occurred.

"S&P Industry Classifications": The meaning specified in Schedule 2 to thisIndenture.

"S&P Minimum Weighted Average Recovery Rate Test": A test that will besatisfied on any date of determination if the S&P Weighted Average Recovery Rate for the ClassA-1-R Notes equals or exceeds the weighted average recovery rate of such Class in the RecoveryRate Set selected (or deemed to have been selected) by the Collateral Manager pursuant to thedefinition of "S&P CDO Monitor."

"S&P Rating": The meaning specified in Schedule 5.

"S&P Rating Condition": With respect to any action taken or to be taken by or onbehalf of the Issuer, a condition that is satisfied if S&P has specifically confirmed in writing,including by electronic messages, facsimile, press release or posting to its internet website (orhas declined to undertake a review of such action by such means), to the Issuer, the Trustee andthe Collateral Manager that no immediate withdrawal or reduction with respect to itsthen-current rating of any Class of Secured Notes will occur as a result of such action; providedthat if S&P (a) makes a public announcement or informs the Issuer, the Collateral Manager orthe Trustee that (i) it believes the S&P Rating Condition is not required with respect to an actionor (ii) its practice or policy is to not give such confirmations, or (b) no longer constitutes aRating Agency under the Indenture, the S&P Rating Condition will not apply to such action.

"S&P Rating Failure": The meaning specified in Section 7.17(d).

"S&P Recovery Amount": With respect to any Collateral Obligation, an amountequal to:

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(i) the applicable S&P Recovery Rate; multiplied by

(ii) the Principal Balance of such Collateral Obligation.

"S&P Recovery Rate": With respect to a Collateral Obligation, the recovery ratedetermined in the manner set forth in Schedule 5 using the initial rating of the Class A-1-RNotes.

"S&P Weighted Average Recovery Rate": As of any date of determination, thenumber, expressed as a percentage and determined for the Class A-1-R Notes, obtained bysumming the products obtained by multiplying the Principal Balance of each CollateralObligation (excluding any Defaulted Obligation) by its corresponding recovery rate asdetermined in accordance with Schedule 5 hereto, dividing such sum by the Aggregate PrincipalBalance of all Collateral Obligations (excluding any Defaulted Obligations), and rounding to thenearest tenth of a percent.

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

"Sale Proceeds": All proceeds (excluding accrued interest, if any) received withrespect to Assets as a result of sales of such Assets less any reasonable expenses incurred by theCollateral Manager, the Trustee or the Collateral Administrator (other than amounts payable asAdministrative Expenses) in connection with such sales.

"Scheduled Distribution": With respect to any Pledged Obligation, for each DueDate, the scheduled payment of principal and/or interest due on such Due Date with respect tosuch Pledged Obligation, determined in accordance with the assumptions specified in Section 1.2.

"Second Lien Loan": Any assignment of or Participation Interest in a loan that(a) is not (and that by its terms is not permitted to become) subordinate in right of payment toany other obligation of the Obligor of the loan other than a Senior Secured Loan with respect tothe liquidation of such Obligor or the collateral for such loan and (b) is secured by a valid secondpriority perfected security interest or lien to or on specified collateral securing the Obligor'sobligations under the loan, which security interest or lien is not subordinate to the securityinterest or lien securing any other debt for borrowed money other than a Senior Secured Loan onsuch specified collateral.

"Secured Loan Obligation": Any Senior Secured Loan or Second Lien Loan.

"Secured Holder": Any Holder of a Secured Note.

"Secured Notes": The Notes (other than the Subordinated Notes).

"Secured Parties": The meaning specified in the Granting Clause.

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"Securities Account Control Agreement": An agreement dated as of the ClosingDate among the Issuer, the Trustee and the Bank, as securities intermediary, as amended fromtime to time.

"Securities Act": The United States Securities Act of 1933, as amended fromtime to time.

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

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

"Selling Institution": An institution that creates a Participation Interest and that atthe time of acquisition by the Issuer or the Issuer's commitment to acquire the same (i) satisfiesthe Moody's Counterparty Criteria and (ii) has both a long-term rating of at least "A" and ashort-term rating of at least "A-1" (or if no short-term rating exists, a long-term rating of "A+")by S&P.

"Selling Institution Collateral": The meaning specified in Section 10.3(f).

"Senior Management Fee": The fee payable to the Collateral Manager in arrearson each Payment Date and any Redemption Date, pursuant to the Collateral ManagementAgreement and Section 11.1 of this Indenture, in an amount equal to 0.20% per annum(calculated on the basis of a 360 day year and the actual number of days elapsed during therelated Interest Accrual Period) of the Fee Basis Amount measured as of the first day of theCollection Period relating to each Payment Date.

"Senior Management Fee Interest": Interest on any accrued and unpaid SeniorManagement Fee and Deferred Senior Management Fee, which shall accrue at the rate ofthree-month LIBOR plus 0.20% for the period from (and including) the date on which such feesshall be payable or, if not paid, the date on which it was deferred, through (but excluding) thedate of payment thereof (calculated on the basis of a 360 day year and the actual number of dayselapsed).

"Senior Secured Loan": Any assignment of, or Participation Interest in or otherinterest in a loan that (a) is secured by a first priority perfected security interest or lien onspecified collateral (subject to customary exemptions for permitted liens, including, withoutlimitation, any tax liens), (b) has the most senior pre-petition priority (including pari passu withother obligations of the obligor) in any bankruptcy, reorganization, arrangement, insolvency,moratorium or liquidation proceedings and (c) by its terms is not permitted to becomesubordinate in right of payment to any other obligation of the obligor thereof.

"Similar Law": Any federal, state, local, non-U.S. or other law or regulation thatcould cause the underlying assets of the Issuer to be treated as assets of the investor in any Note(or any interest therein) by virtue of its interest and thereby subject the Issuer or the Collateral

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Manager (or other persons responsible for the investment and operation of the Issuer's assets) toany Other Plan Law.

"Special Redemption": The meaning specified in Section 9.7.

"Special Redemption Amount": The meaning specified in Section 9.7.

"Special Redemption Date": The meaning specified in Section 9.7.

"Specified Event": With respect to any Collateral Obligation with an S&P Ratingof "CCC-" pursuant to clause (c)(iv) of the definition thereof (provided that the AggregatePrincipal Balance of all such Collateral Obligations exceeds 10% of the Target Initial ParAmount) and any Collateral Obligation that is the subject of a credit estimate, private rating orconfidential rating by S&P, the occurrence of any of the following events of which the Issuer orthe Collateral Manager has actual knowledge:

the non-payment of interest or principal due and payable with respect to(a)such Collateral Obligation;

the rescheduling of any interest or principal in any part of the capital(b)structure of the related Obligor; or

any restructuring of the debt represented by such Collateral Obligation.(c)

"Standby Directed Investment": The meaning specified in Section 10.6(a).

"Stated Maturity": With respect to any Collateral Obligation, the maturity datespecified in such Collateral Obligation or applicable Underlying Instrument; and with respect tothe Notes of any Class, the date specified as such in Section 2.3.

"Step-Down Obligation": Any obligation the underlying instruments of whichcontractually mandate decreases in coupon payments or spread over time (in each case other thandecreases that are conditioned upon an improvement in the creditworthiness of the Obligor orchanges in a pricing grid or based on improvements in financial ratios or other similar coupon orspread reset features); provided, that an obligation or security providing for payment of aconstant rate of interest at all times after the date of acquisition by the Issuer shall not constitutea Step-Down Obligation.

"Step-Up Obligation": Any obligation which provides for an increase, in the caseof a Fixed Rate Obligation, in the per annum interest rate on such Collateral Obligation or, in thecase of a Collateral Obligation which bears interest at a floating rate, in the spread over thatapplicable index or benchmark rate, solely as a function of the passage of time; provided, that anobligation or security providing for payment of a constant rate of interest at all times after thedate of acquisition by the Issuer shall not constitute a Step-Up Obligation.

"Structured Finance Obligation": Any obligation of a special purpose vehiclesecured directly by, referenced to, or representing ownership of, a pool of receivables or otherassets, including collateralized debt obligations and single-asset repackages.

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"Subordinated Management Fee": The fee payable to the Collateral Manager inarrears on each Payment Date and any Redemption Date pursuant to the Collateral ManagementAgreement and the Priority of Payments, (x) at any time other than during a Management FeeStep-Down Period or a Management Fee Step-Up Period, 0.30% per annum, (y) during aManagement Fee Step-Down Period, 0.20% per annum and (z) during a Management FeeStep-Up Period, 0.325% per annum, in each case (calculated on the basis of a 360-day year andthe actual number of days elapsed during the related Interest Accrual Period) of the Fee BasisAmount measured as of the first day of the Collection Period relating to such Payment Date.

"Subordinated Notes": The subordinated notes issued pursuant to this Indentureand having the characteristics specified in Section 2.3.

"Subordinated Notes Internal Rate of Return": An annualized internal rate ofreturn (computed using the "XIRR" function in Microsoft® Excel 2002 or an equivalent functionin another software package) on an investment in the Subordinated Notes (assuming a purchaseprice of 97.5% with respect to the Subordinated Notes issued on the Closing Date), stated on aper annum basis, based on the following cash flows from and after the Closing Date:

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

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

provided that, for purposes of calculating the Subordinated Notes Internal Rate of Return,Contributions shall be deemed to have been paid to the applicable Contributor.

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

"Supermajority": With respect to any Class of Notes or the Income Notes, theHolders of at least 66⅔% of the Aggregate Outstanding Amount of the Notes of such Class ofNotes or the Income Notes.

"Supplemental Information": The meaning specified in Section 10.7(j).

"Surrendered Notes": The meaning specified in Section 2.10(a).

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

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

"Tax Event": (a) Any portion of any payment due from any Obligor under anyCollateral Obligation becoming subject to the imposition of U.S. or foreign withholding tax(other than withholding tax imposed on a commitment fee or similar fee, to the extent that suchwithholding tax does not exceed 30% of the amount of such fee), which withholding tax is notcompensated for by a "gross up" provision under the terms of such Collateral Obligation, (b) anyjurisdiction's imposing net income, profits or similar tax on the Issuer (including any tax liabilityimposed pursuant to Section 1446 of the Code), (c) any portion of any payment due under aHedge Agreement by the Issuer becoming subject to the imposition of U.S. or foreignwithholding tax, which withholding tax is compensated for by a "gross-up" provision under theterms of the Hedge Agreement or (d) any portion of any payment due under a Hedge Agreementby a Hedge Counterparty becoming subject to the imposition of U.S. or foreign withholding tax,which withholding tax is not compensated for by a "gross-up" provision under the terms of theHedge Agreement; provided, that the total amount of (i) the tax or taxes imposed on the Issuer asdescribed in clause (b) of this definition, (ii) the total amount withheld from payments to theIssuer which is not compensated for by a "gross-up" provision as described in clauses (a) and (d)of this definition and (iii) the total amount of any tax "gross-up" payments that are required to bemade by the Issuer as described in clause (c) of this definition are determined to be in excess of5.0% of the aggregate interest due and payable on the Collateral Obligations during the currentCollection Period.

"Tax Guidelines": The provisions set forth in Schedule I to the CollateralManagement Agreement.

"Tax Jurisdiction": (a) One of the jurisdictions of the Bahamas, Bermuda, theBritish Virgin Islands, the Cayman Islands, the Channel Islands, Jersey, Singapore, theNetherlands Antilles or the U.S. Virgin Islands, in each case (except with respect to an ExceptedCompany) so long as such jurisdiction is rated at least "Aa2" by Moody's and at least "AA" byS&P or (b) upon satisfaction of the Global Rating Agency Condition with respect to thetreatment of another jurisdiction as a Tax Jurisdiction, such other jurisdiction.

"Tax Matters Holder" : The meaning specified in Section 7.16(t).

"Tax Redemption": The meaning specified in Section 9.4.

"Third Party Credit Exposure": As of any date of determination means the sum(without duplication) of the Principal Balance of each Collateral Obligation that consists of aParticipation Interest.

"Third Party Credit Exposure Limits": Limits that will be satisfied if the ThirdParty Credit Exposure with counterparties having the ratings below from S&P do not exceed thepercentage of the Collateral Principal Amount specified below:

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S&P's credit rating of Selling Institution (ator below)

AggregatePercentage Limit

IndividualPercentage Limit

AAA 20% 20%AA+ 10% 10%AA 10% 10%AA- 10% 10%A+ 5% 5%A 5% 5%Below A 0% 0%

provided, that a Selling Institution having an S&P credit rating of "A" must alsohave a short-term S&P rating of "A-1"; otherwise, its Aggregate Percentage Limit and IndividualPercentage Limit shall be 0%.

"Total Indebtedness": With respect to any Obligor, the total amount of potentialindebtedness (whether drawn or undrawn and regardless of any repayments, prepayments or thelike) of such Obligor under all of its loan agreements, indentures and other underlyinginstruments, each measured by reference to the amount upon original issuance.

"Transaction Documents": This Indenture, the Income Note Paying AgencyAgreement, the Securities Account Control Agreement, the Collateral Management Agreement,the Collateral Administration Agreement, the Income Note Administration Agreement, the NotePurchase Agreement, the Registered Office Agreement, the Income Note Registered OfficeTerms and the Administration Agreement.

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

"Treasury Regulations": The United States Treasury Regulations promulgated under the Code.

"Trust Officer": When used with respect to the Trustee, any officer within theCorporate Trust Office (or any successor group of the Trustee) including any vice president,assistant vice president or officer of the Trustee customarily performing functions similar tothose performed by the persons who at the time shall be such officers, respectively, or to whomany corporate trust matter is referred at the Corporate Trust Office because of such person'sknowledge of and familiarity with the particular subject and in each case having directresponsibility for the administration of this Indenture.

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

"Trustee's Website": The meaning specified in Section 10.7(g).

"UCC": The Uniform Commercial Code as in effect in the State of New York or,if different, the state of the United States that governs the perfection of the relevant securityinterest as amended from time to time.

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

"Underlying Instrument": The indenture or other agreement pursuant to which aPledged Obligation has been issued or created and each other agreement that governs the termsof or secures the obligations represented by such Pledged Obligation or of which the holders ofsuch Pledged Obligation are the beneficiaries.

"Unfunded Exposure Account": The trust account established pursuant to Section 10.3(f).

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

"Unscheduled Principal Payments": Any principal payments received withrespect to a Collateral Obligation as a result of optional redemptions, exchange offers, tenderoffers, consents or other payments or prepayments made at the option of the Obligor thereof.

"Unsecured Loan": Any loan obligation of any corporation, limited liabilitycompany, partnership or trust which is not a Senior Secured Loan or Second Lien Loan.

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

"U.S. person": The meaning specified in Regulation S.

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

"Weighted Average Fixed Coupon": As of any Measurement Date, a number(expressed as a percentage) obtained by:

(i) for each Fixed Rate Obligation, multiplying the stated interest coupon(a)paid in Cash on such Collateral Obligation by the Principal Balance of such CollateralObligation, (ii) summing the amounts determined pursuant to clause (i), and (iii) dividingthe sum determined pursuant to clause (ii) by the Aggregate Principal Balance of theFixed Rate Obligations as of such Measurement Date; and

to the extent that the amount obtained in clause (a) is insufficient to satisfy theMinimum Fixed Coupon Test, adding to such amount the Excess Weighted Average FloatingSpread.

"Weighted Average Floating Spread": As of any Measurement Date, a fraction(expressed as a percentage) obtained by (i) with respect to any Collateral Obligation, multiplyingthe Principal Balance of each floating rate Collateral Obligation held by the Issuer as of suchMeasurement Date by its Effective Spread, (ii) summing the amounts determined pursuant toclause (i), (iii) dividing the sum determined pursuant to clause (ii) by the Aggregate PrincipalBalance of all such floating rate Collateral Obligations held by the Issuer as of such

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Measurement Date, and (iv) if the result obtained in clause (iii) is less than the minimumpercentage necessary to pass the Minimum Floating Spread Test, adding to such sum the amountof the Excess Weighted Average Fixed Coupon, if any, as of such Measurement Date; provided,that Defaulted Obligations will not be included in the calculation of the Weighted AverageFloating Spread.

"Weighted Average Life": As of any Measurement Date, with respect to eachCollateral Obligation (for the avoidance of doubt, excluding any Defaulted Obligation and anyEquity Security) the number obtained by (i) summing the products obtained by multiplying (a)the Average Life at such time of each such Collateral Obligation by (b) the Principal Balance ofsuch Collateral Obligation and (ii) dividing such sum by the Aggregate Principal Balance at suchtime of all Collateral Obligations (for the avoidance of doubt, excluding any DefaultedObligation and any Equity Security).

"Weighted Average Life Test": A test satisfied on any date of determination ifthe Weighted Average Life of all Collateral Obligations as of such date is less than or equal tothe value in the column entitled "Weighted Average Life Value" in the table belowcorresponding to the immediately preceding Payment Date (or prior to the first Payment Date,the ClosingRefinancing Date).

DateWeighted Average Life

ValueClosingRefinancing Date 8.009.00

Payment Date in July 20162018 7.759.00Payment Date in October

201620187.508.75

Payment Date in January20172019

7.258.50

Payment Date in April 20172019 7.008.25Payment Date in July 20172019 6.758.00

Payment Date in October20172019

6.507.75

Payment Date in January20182020

6.257.50

Payment Date in April 20182020 6.007.25Payment Date in July 20182020 5.757.00

Payment Date in October20182020

5.506.75

Payment Date in January20192021

5.256.50

Payment Date in April 20192021 5.006.25Payment Date in July 20192021 4.756.00

Payment Date in October20192021

4.505.75

Payment Date in January20202022

4.255.50

Payment Date in April 20202022 4.005.25

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Payment Date in July 20202022 3.755.00Payment Date in October

202020223.504.75

Payment Date in January20212023

3.254.50

Payment Date in April 20212023 3.004.25Payment Date in July 20212023 2.754.00

Payment Date in October20212023

2.503.75

Payment Date in January20222024

2.253.50

Payment Date in April 20222024 2.003.25Payment Date in July 20222024 1.753.00

Payment Date in October20222024

1.502.75

Payment Date in January20232025

1.252.50

Payment Date in April 20232025 1.002.25Payment Date in July 20232025 0.752.00

Payment Date in October20232025

0.501.75

Payment Date in January20242026

0.251.50

Payment Date in April 20242026 0.001.25Payment Date in July 2026 1.00

Payment Date in October 2026 0.75Payment Date in January 2027 0.50Payment Date in April 2027 0.25Payment Date in July 2027 0.00

"Zero-Coupon Security": Any Collateral Obligation that at the time of purchasedoes not by its terms provide for the payment of cash interest; provided, that if, after suchpurchase such Collateral Obligation provides for the payment of cash interest, it will cease to bea Zero-Coupon Security.

Assumptions as to Pledged Obligations. Unless otherwiseSection 1.2specified, the assumptions described below shall be applied in connection with all calculationsrequired to be made pursuant to this Indenture with respect to Scheduled Distributions on anyPledged Obligation, or any payments on any other assets included in the Assets, with respect tothe sale of and reinvestment in Collateral Obligations, and with respect to the income that can beearned on Scheduled Distributions on such Pledged Obligations and on any other amounts thatmay be received for deposit in the Collection Account.

All calculations with respect to Scheduled Distributions on the Pledged(a)Obligations securing the Secured Notes shall be made on the basis of information as to the termsof each such Pledged Obligation and upon report of payments, if any, received on such PledgedObligation that are furnished by or on behalf of the Obligor of such Pledged Obligation and, to

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the extent they are not manifestly in error, such information or report may be conclusively reliedupon in making such calculations.

For purposes of calculating the Coverage Tests and the Interest Diversion(b)Test, except as otherwise specified in the Coverage Tests and the Interest Diversion Test, suchcalculations shall not include scheduled interest and principal payments on DefaultedObligations unless or until such payments are actually made.

For each Collection Period and as of any date of determination, the(c)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)shall be the sum of (i) the total amount of payments and collections to be received during suchCollection Period in respect of such Pledged Obligation (including the proceeds of the sale ofsuch Pledged Obligation received and, in the case of sales which have not yet settled, to bereceived during the Collection Period and not reinvested in additional Collateral Obligations orEligible Investments or retained in the Collection Account for subsequent reinvestment pursuantto Section 12.2) that, if paid as scheduled, shall be available in the Collection Account at the endof the Collection Period and (ii) any such amounts received by the Issuer in prior CollectionPeriods that were not disbursed on a previous Payment Date.

Each Scheduled Distribution receivable with respect to a Pledged(d)Obligation shall be assumed to be received on the applicable Due Date, and each such ScheduledDistribution shall be assumed to be immediately deposited in the Collection Account to earninterest at the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earninterest until the date on which they are required to be available in the Collection Account forapplication, in accordance with the terms hereof, to payments of principal of or interest on theNotes or other amounts payable pursuant to this Indenture. For the avoidance of doubt, allamounts calculated pursuant to this Section 1.2(d) are estimates and may differ from the actualamounts available to make distributions hereunder, and no party shall have any obligation tomake 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 determinationsrequired by Section 10.7(b)(iv), Article 12 and the definition of "Interest Coverage Ratio," theexpected interest on Secured Notes and floating rate Collateral Obligations shall be calculatedusing the then-current interest rates applicable thereto.

References in Section 11.1(a) to calculations made on a "pro forma basis"(e)shall mean such calculations after giving effect to all payments, in accordance with the Priorityof Payments described herein, that precede (in priority of payment) or include the clause inwhich such calculation is made.

For the purposes of calculating the Moody's Weighted Average Rating(f)Factor, any Collateral Obligation that is a Defaulted Obligation shall be excluded.

Except as otherwise provided herein, Defaulted Obligations shall not be(g)included in the calculation of the Collateral Quality Tests.

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For purposes of calculating all Concentration Limitations, in both the(h)numerator and the denominator of any component of the Concentration Limitations, DefaultedObligations shall be treated as having a principal balance equal to zero.

For purposes of calculating the Collateral Quality Test, DIP Collateral(i)Obligations shall be treated as having an S&P Recovery Rate equal to the S&P Recovery Ratefor Senior Secured Loans.

For purposes of calculating compliance with the Investment Criteria and(j)the Post-Reinvestment Period Criteria, upon the direction of the Collateral Manager, at itsoption, by notice to the Trustee and the Collateral Administrator, any Eligible Investmentrepresenting Principal Proceeds received upon the maturity, redemption, sale or other dispositionof Collateral Obligations shall be deemed to have the characteristics of such CollateralObligations until reinvested in additional Collateral Obligations. Such calculations shall bebased upon the principal amount of such Collateral Obligations, except in the case of DefaultedObligations and Credit Risk Obligations, in which case the calculations shall be based upon thePrincipal Proceeds received on the disposition or sale of such Defaulted Obligations or CreditRisk Obligations.

For purposes of calculating the Sale Proceeds of a Collateral Obligation in(k)sale transactions, Sale Proceeds shall include any Principal Financed Accrued Interest receivedin respect of such sale.

For purposes of calculating clause (ii) of the definition of Concentration(l)Limitations, without duplication, the amounts on deposit in the Collection Account and theRamp-Up Account (including Eligible Investments therein) representing Principal Proceeds shalleach be deemed to be a floating rate Collateral Obligation that is a Senior Secured Loan.

Notwithstanding any other provision of this Indenture to the contrary, all(m)monetary calculations under this Indenture shall be in U.S. Dollars.

Unless otherwise specified, any reference to a fee calculated with respect(n)to a period at per annum rate shall be computed on the basis of a 360 day year and the actualnumber of days elapsed. Any fees applicable to periods shorter than or longer than a calendarquarter shall be prorated to the actual number of days within such period.

Unless otherwise specified, test calculations that evaluate to a percentage(o)shall be rounded to the nearest ten thousandth and test calculations that evaluate to a numbershall be rounded to the nearest one hundredth.

Unless otherwise specifically provided herein, all calculations required to(p)be made and all reports which are to be prepared pursuant to this Indenture shall be made on thebasis of the trade date; provided that, in connection with any acquisition of a CollateralObligation issued in order to finance the redemption of a Collateral Obligation included in theAssets, all calculations related to such acquisition and the related sale shall be made on the basisof the settlement date.

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Determination of the purchase price of a Collateral Obligation shall be(q)made independently each time such Collateral Obligation is purchased by the Issuer and pledgedto the Trustee, without giving effect to whether the Issuer has previously purchased suchCollateral Obligation (or an obligation of the related borrower or issuer).

The equity interest in any Issuer Subsidiary permitted under Section(r)7.16(e) and each asset of any such Issuer Subsidiary Asset shall be deemed to constitute an Assetand be deemed to be a Collateral Obligation (or, if such asset would constitute an EquitySecurity if acquired and held by the Issuer, an Equity Security) for all purposes of this Indenture (other than, with respect to an Issuer Subsidiary Asset, for U.S. federal income tax purposes) andeach reference to Assets, Collateral Obligations and Equity Securities herein shall be construedaccordingly. Any future anticipated tax liabilities of an Issuer Subsidiary related to an IssuerSubsidiary Asset held by such Issuer Subsidiary shall be excluded from the calculation of theWeighted Average Floating Spread and Weighted Average Fixed Coupon (which exclusion, forthe avoidance of doubt, may result in such Issuer Subsidiary Asset having a negative interest ratespread or coupon for purposes of such calculations) and the Interest Coverage Ratio with respectto any specified Class or Classes of Secured Notes.

To the extent of any ambiguity in the interpretation of any definition or(s)term contained in this Indenture or to the extent more than one methodology can be used to makeany of the determinations or calculations set forth therein, the Collateral Administrator shallrequest direction from the Collateral Manager as to the interpretation and/or methodology to beused, 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.

If withholding tax is imposed on any payments under a Collateral(t)Obligation (including any Collateral Obligations held by an Issuer Subsidiary), payments undersuch Collateral Obligation shall be made on a net basis after taking into account suchwithholding, unless the Obligor is required to make "gross-up" payments to the Issuer that coverthe full amount of any such withholding tax on an after-tax basis pursuant to the underlyinginstrument with respect thereto.

Rules of Construction. The definitions of terms in Section 1.1 areSection 1.3equally 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 withoutlimitation." All references in this Indenture to designated "Articles," "Sections," "Subsections"and other subdivisions are to the designated articles, sections, subsections and other subdivisionsof this Indenture. The words "herein," "hereof," "hereunder" and other words of similar importrefer to this Indenture as a whole and not to any particular article, section, subsection or othersubdivision.

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ARTICLE II

THE NOTES

Forms Generally. The Notes and the Trustee's or AuthenticatingSection 2.1Agent's certificate of authentication thereon (the "Certificate of Authentication") shall be insubstantially the forms required by this Article, with such appropriate insertions, omissions,substitutions and other variations as are required or permitted by this Indenture, and may havesuch letters, numbers or other marks of identification and such legends or endorsements placedthereon, as may be consistent herewith, determined by the Authorized Officers of the ApplicableIssuers executing such Notes as evidenced by their execution of such Notes. Any portion of thetext of any Note may be set forth on the reverse thereof, with an appropriate reference thereto onthe face of the Note.

Forms of Notes. (a) The forms of the Notes, including the formsSection 2.2of Certificated Secured Notes, Certificated Subordinated Notes, Regulation S Global SecuredNotes, Regulation S Global Subordinated Notes, Rule 144A Global Subordinated Notes andRule 144A Global Secured Notes, shall be as set forth in the applicable part of Exhibit A hereto.

Regulation S Global Secured Notes, Regulation S Global Subordinated(b)Notes, Rule 144A Global Secured Notes, Rule 144A Global Subordinated Notes and CertificatedNotes.

The Notes of each Class sold to persons who are not U.S. persons in(i)offshore transactions in reliance on Regulation S shall each be issued initially in the formof one permanent global note per Class in definitive, fully registered form withoutinterest coupons substantially in the form of Exhibit A1 hereto, in the case of the SecuredNotes (each, a "Regulation S Global Secured Note"), and in the form of Exhibit A2hereto, in the case of the Subordinated Notes (each, a "Regulation S Global Subordinated Note"), and shall be deposited with the Trustee as custodian for, and registered in thename of a nominee of, DTC for the respective accounts of Euroclear and Clearstream,duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafterprovided.

The Notes of each Class sold to persons that are QIB/QPs shall each be(ii)issued initially in the form of one permanent global note per Class in definitive, fullyregistered form without interest coupons substantially in the form of Exhibit A1 hereto,in the case of the Secured Notes (each, a "Rule 144A Global Secured Note"), and in theform of Exhibit A2 hereto, in the case of the Subordinated Notes (each, a "Rule 144A Global Subordinated Note"), which shall be deposited with the Trustee as custodian for,and registered in the name of a nominee of, DTC, duly executed by the ApplicableIssuers and authenticated by the Trustee as hereinafter provided. Any Secured Notes soldto persons that are IAI/QPs, and any Secured Notes sold to a QIB/QP that so elects andnotifies the Issuer and the Initial Purchaser, and, at the election of the Issuer, SecuredNotes sold to certain persons who are not U.S. persons in offshore transactions in relianceon Regulation S, shall be issued in the form of definitive, fully registered notes without

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interest coupons substantially in the form of Exhibit A3 hereto (each, a "Certificated Secured Note"), which shall be registered in the name of the beneficial owner or anominee thereof, duly executed by the Issuer and authenticated by the Trustee ashereinafter provided. Subordinated Notes sold to persons that are IAI/QPs, and anySubordinated Notes sold to a QIB/QP that so elects and notifies the Issuer and the InitialPurchaser, and, at the election of the Issuer, Subordinated Notes sold to certain personswho are not U.S. persons in offshore transactions in reliance on Regulation S, shall beissued in the form of definitive, fully registered notes without coupons substantially inthe form of Exhibit A4 hereto (each, a "Certificated Subordinated Note") which shall beregistered in the name of the beneficial owner or a nominee thereof, duly executed by theIssuer and authenticated by the Trustee as hereinafter provided.

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

Book Entry Provisions. This Section 2.2(c) shall apply only to Global(c)Notes deposited with or on behalf of DTC. The provisions of the "Operating Procedures of theEuroclear System" of Euroclear and the "Terms and Conditions Governing Use of Participants"of Clearstream, respectively, will be applicable to the Global Notes insofar as interests in suchGlobal Notes are held by the Agent Members of Euroclear or Clearstream, as the case may be.

Agent Members and owners of beneficial interests in Global Notes shall(d)have no rights under this Indenture with respect to any Global Notes held by the Trustee, ascustodian for DTC and DTC may be treated by the Co-Issuers, the Trustee, and any agent of theCo-Issuers or the Trustee as the absolute owner of such Note for all purposes whatsoever.Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers, the Trustee, or anyagent of the Co-Issuers or the Trustee, from giving effect to any written certification, proxy orother authorization furnished by DTC or impair, as between DTC and its Agent Members, theoperation of customary practices governing the exercise of the rights of a Holder of any Note.

Certificated Securities. Except as provided in Section 2.11, owners of(e)beneficial interests in Global Notes shall not be entitled to receive physical delivery of DefinitiveNotes.

Authorized Amount; Stated Maturity; Denominations. (a) TheSection 2.3aggregate principal amount of the Notes that may be authenticated and delivered under thisIndenture is limited to U.S.$509,100,000[519,100,000] aggregate principal amount of Notes(except for (i) Additional Notes issued pursuant to Section 2.4 and (ii) Notes issued pursuant tosupplemental indentures in accordance with Article 8).

Such Notes shall be divided into the Classes, having the designations, originalprincipal amounts and other characteristics as follows:

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Notes

Class Designation A B-1 B-2 C D E SubordinatedOriginal PrincipalAmounti

$310,000,000 $45,000,000 $20,000,000 $35,000,000 $25,000,000 $25,000,000 $49,100,000

Stated Maturity(Payment Date in)

April 2027 April 2027 April 2027 April 2027 April 2027 April 2027 AprilJuly20272030

Index LIBOR LIBOR N/A LIBOR LIBOR LIBOR N/AIndex Maturityiii 3 month 3 month N/A 3 month 3 month 3 month N/AInterest Rate LIBOR +

1.58%LIBOR +

2.50%3.88% LIBOR +

3.35%LIBOR +

4.95%LIBOR +

7.85%N/A

Initial Rating(s):Moody's "Aaa(sf)" "Aa1(sf)" "Aa1(sf)" "A2(sf)" "Baa3(sf)" "Ba3(sf)" N/AS&P "AAA(sf)" N/A N/A N/A N/A N/A N/ARanking:Pari Passu Class None B-2 B-1 None None None NonePriority Classes None A A A, B A, B, C A, B, C, D A, B, C, D,EJunior Classes B, C, D, E,

Subordinated C, D, E,

SubordinatedC, D, E,

SubordinatedD, E,

SubordinatedE,

SubordinatedSubordinated None

Listed Notes Yes Yes Yes Yes Yes No NoDeferred InterestNotes

No No No Yes Yes Yes N/A

ERISA RestrictedNotes

No No No No No Yesii Yesii

ApplicableIssuer(s)

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

i The spread over LIBOR (or Note Interest Rate in the case of the Fixed Rate Notes) with respect to any Class ofRe-Pricing Eligible Secured Notes may be reduced in connection with a Re-Pricing of such Class of SecuredNotes, subject to the conditions set forth in Section 9.9.

ii The Class E Notes and the Subordinated Notes, subject to certain limitations, shall be available to Benefit PlanInvestors and Controlling Persons subject to the restrictions set forth in Section 2.6.

iii LIBOR for the first portion of the first Interest Accrual Period shall be calculated by reference to aninterpolation between the rate for deposits with a term equal to the next shorter period of time for which ratesare available and the rate appearing for deposits with a term equal to the next longer period of time for whichrates are available, in accordance with the definition of LIBOR set forth in Exhibit C hereto.

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i The spread over LIBOR with respect to any Class of Re-Pricing Eligible Secured Notes may be reduced in connection with a Re-Pricing of such Class of Secured Notes, subject to the conditions set forth in Section 9.9.

ii The Class E-R Notes and the Class F-R Notes, subject to certain limitations, shall be available to Benefit Plan Investors and Controlling Persons subject to the restrictions set forth in Section 2.6.

iii LIBOR for the first Interest Accrual Period shall be calculated by reference to 1-month LIBOR, in accordance with the definition of LIBOR set forth in Exhibit C hereto.

The Class A Notes, the Class B Notes, the Class C Notes, the Class D(b)Notes and the Income Notes will be issued in minimum denominations of U.S.$250,000 andintegral multiples of U.S.$1.00 in excess thereof and the Class E Notes, the Class F-R Notes andthe Subordinated Notes will be issued in minimum denominations of U.S.$750,000590,000 andintegral multiples of U.S.$1.00 in excess thereof (the "Authorized Denominations"); provided,that solely in connection with a transfer of Subordinated Notes after the Closing Date, theminimum denominations of such Notes subject to any such transfer may be less thanU.S.$750,000590,000 if, after giving effect to such transfer (which transfer, for the avoidance ofdoubt, shall be to a single transferee), either (i) the transferor owns $0 in aggregate principalamount of such Notes or (ii) the transferee and (unless such transfer is being made to the IncomeNote Issuer) the transferor owns at least U.S.$750,000590,000 in aggregate principal amount ofsuch Notes.

Additional Notes. (a) Subject to Section 3.2, at any time duringSection 2.4the Reinvestment Period, (or, in the case of an issuance solely of additional Subordinated Notesor Junior Mezzanine Notes, at any time) subject to the written approval of a Majority of thethe

Refinancing Notes

Class Designation A-1-R A-2-R B-R C-R D-R E-R F-ROriginal Principal Amounti

$302,500,000 $25,000,000 $52,500,000 $33,750,000 $26,250,000 $20,000,000 $10,000,000

Stated Maturity (Payment Date in)

July 2030 July 2030 July 2030 July 2030 July 2030 July 2030 July 2030

Index LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR LIBORIndex Maturityiii 3 month 3 month 3 month 3 month 3 month 3 month 3 monthInterest Rate LIBOR +

1.02%LIBOR +

1.35%LIBOR +

1.60%LIBOR +

1.80%LIBOR +

2.85%LIBOR +

5.40%LIBOR +

8.09%Initial Rating(s):Moody's ["Aaa(sf)"] ["Aaa(sf)"] N/A N/A N/A N/A ["B3 (sf)"]S&P ["AAA(sf)"] N/A ["AA(sf)"] ["A(sf)"] ["BBB-(sf)"] ["BB-(sf)"] N/ARanking:Pari Passu Class None None None None None None NonePriority Classes None A-1 A A, B A, B, C A, B, C, D A, B, C, D, EJunior Classes A-2-R, B-R,

C-R, D-R, E-R, F-R,

Subordinated

B-R, C-R, D-R, E-R,

f-R, Subordinated

C-R, D-R, E-R, F-R,

Subordinated

D-R, E-R, F-R,

Subordinated

E-R, F-R, Subordinated

F-R, Subordinated

Subordinated

Listed Notes Yes Yes Yes Yes Yes No NoDeferred Interest Notes

No No No Yes Yes Yes Yes

ERISA Restricted Notes

No No No No No Yesii Yesii

Applicable Issuer(s)

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

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Collateral Manager and, unless such additional Notes are being issued (based upon the advice of nationally recognized counsel experienced in such matters, a summary of which is provided to the Initial Majority Subordinated Notes andNoteholder orally or in writing) to permit theCollateral Manager to comply with any Risk Retention Rules, a Majority of the Subordinated Notes, the Applicable Issuers may, pursuant to a supplemental indenture in accordance withSection 8.1 hereof, issue and sell (x) Additional Notes of each existing Class (on a pro rata basiswith respect to each Class of Notes, except that a larger proportion of Subordinated Notes maybe issued) and/or (y) additional Subordinated Notes and/or Additional Notes of any one or morenew classes of notes that are fully subordinated to the existing Secured Notes (or to the mostjunior class of securities of the Issuer (other than the Subordinated Notes) issued pursuant to thisIndenture, if any class of securities issued pursuant to this Indenture other than the SecuredNotes and the Subordinated Notes is then Outstanding) (such additional notes described in clause(y), the "Junior Mezzanine Notes"), and use the proceeds to purchase additional CollateralObligations or as otherwise permitted hereunder; provided that:

in the case of an issuance of Additional Notes of existing Classes, (A)(i)such issuance may not exceed 100% of the respective original Aggregate OutstandingAmount of the Subordinated Notes or the applicable Class or Classes of Secured Notes,and (B) the terms of such Additional Notes (including, without limitation, the pricethereof) must be identical to the respective terms of previously issued Notes of theapplicable Class (except that the interest due on additional Secured Notes will accruefrom the issue date of such additional Secured Notes and the interest rate of such Notesmay be lower (but not higher) than that of the initial Notes of that Class);

notice to each Rating Agency has been provided;(ii)

the proceeds of any Additional Notes (net of fees and expenses incurred in(iii)connection with such issuance) shall be treated as Principal Proceeds or used to purchaseadditional Collateral Obligations or as otherwise permitted hereunder; provided that proceeds of an issuance of only additional Subordinated Notes and/or Junior Mezzanine Notes may be designated by the Collateral Manager on behalf of the Issuer to a Permitted Use;

unless such Additional Notes are being issued (based upon the advice of (iv)nationally recognized counsel experienced in such matters, a summary of which is provided to the Initial Majority Subordinated Noteholder orally or in writing) to permit the Collateral Manager to comply with any Risk Retention Rules, prior to the satisfactionof the Controlling Class Condition, to the extent such issuance would be of (A) additionalClass A-1-R Notes or any additional Class of Notes pari passu with the Class A-1-RNotes or (B) Subordinated Notes or Junior Mezzanine Notes after the ReinvestmentPeriod, the prior written consent of a Majority of the Class A-1-R Notes shall have beenobtained;

the Overcollateralization Ratio with respect to each Class of Notes is not(v)reduced after giving effect to such issuance; provided, this clause (v) will not apply if Additional Notes are being issued (based upon the advice of nationally recognized counsel experienced in such matters, a summary of which is provided to the Initial

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Majority Subordinated Noteholder orally or in writing) to permit the Collateral Manager to comply with any Risk Retention Rules;

unless only Subordinated Notes are being issued, written advice (including(vi)via email) of Paul Hastings LLP or Dechert LLP or an opinion of tax counsel ofnationally recognized standing in the United States experienced in such matters shall bedelivered to the Trustee, in form and substance satisfactory to the Collateral Manager, tothe effect that (A) any additional Class A Notes, Class B Notes, Class C Notes and ClassD Notes will be treated, and any additional Class E Notes should be treated, asindebtedness for U.S. federal income tax purposes and (B) unless otherwise waived by aMajority of the Subordinated Notes, such additional issuance will not (w) cause the Issuer to be subject to tax liability under Section 1446 of the Code, (x) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income, (y) result in the Issuer being treated as being engaged in a trade or business within the United States and (z) unless the written advice or opinion described in clause (vi)(A) above has been provided indicating that such additional Notes will be treated as indebtedness for U.S. federal income tax purposes, cause the Issuer to beresult in the Issuer being treatedas a publicly traded partnership taxable as a corporation for U.S. federal income taxpurposes; provided, however, that the opinion described in clause (vi)(A) above will notbe required with respect to any additional Notes that bear a different CUSIP number (orequivalent identifier) from the Notes of the same Class that were issued on the ClosingDate and are Outstanding at the time of the additional issuance;

unless only Subordinated Notes are being issued, such issuance is(vii)accomplished in a manner that allows the Independent accountants of the Issuer toaccurately provide the tax information relating to original issue discount that thisIndenture requires to be provided to the Holders of Secured Notes (including theAdditional Notes);

if Subordinated Notes are being issued, unless otherwise waived by a(viii)Majority of the Subordinated Notes, written advice (including via email) of Paul HastingsLLP or Dechert LLP or an opinion of other tax counsel of nationally recognized standingin the United States experienced in such matters shall be delivered to the Trustee, in formand substance satisfactory to the Collateral Manager, to the effect that such additionalissuance of Subordinated Notes will not cause the Issuer to be treated as a publicly tradedpartnership taxable as a corporation for U.S. federal income tax purposes; and

an Officer's certificate of the Issuer shall be delivered to the Trustee(ix)stating that the conditions of this Section 2.4(a) and Section 3.2 have been satisfied.

Interest on the Additional Notes that are Secured Notes shall be payable(a)commencing on the first Payment Date following the issue date of such Additional Notes (ifissued prior to the applicable Record Date).

AnyUnless Additional Notes of any Class are being issued (based upon (b)the advice of nationally recognized counsel experienced in such matters, a summary of which is provided to the Initial Majority Subordinated Noteholder orally or in writing) to permit the

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Collateral Manager to comply with any Risk Retention Rules, any Additional Notes of any Classissued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first toHolders of that Class in such amounts as are necessary to preserve their pro rata holdings ofNotes of such Class; provided that any additional Junior Mezzanine Notes issued as describedabove will, to the extent reasonably practicable, be offered first to the Holders of theSubordinated Notes and any existing Junior Mezzanine Notes in such amounts as are necessaryto preserve their pro rata holdings of the Junior Mezzanine Notes and the Subordinated Notes ona combined basis. Any such offer to an existing Holder of Subordinated Notes or existing JuniorMezzanine Notes that has not been accepted within three Business Days after delivery of suchoffer by or on behalf of the Issuer shall be deemed a notice by such Holder that it declines topurchase additional notes and such additional notes shall be offered to Holder of the Majority of the Subordinated Notes.

A purchaser of Additional Notes issued in accordance with this Section(c)2.4 shall be required to deliver to the Issuer and the Trustee the certificates or representationletters substantially in the form of those that would be required pursuant to Section 2.6 from atransferee or exchanging holder of the applicable Class of Notes in the form of CertificatedNotes, including, if such Note is a Class E Note, a Class F-R Note or a Subordinated Note, arepresentation letter in form and substance satisfactory to the Initial Purchaser.

Execution, Authentication, Delivery and Dating. The Notes shallSection 2.5be executed on behalf of each of the Applicable Issuers by one of their respective AuthorizedOfficers. The signature of such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signatures of individuals who were at anytime the Authorized Officers of the Issuer or the Co-Issuer, as applicable, shall bind the Issuerand the Co-Issuer, notwithstanding the fact that such individuals or any of them have ceased tohold such offices prior to the authentication and delivery of such Notes or did not hold suchoffices at the date of issuance of such Notes.

At any time and from time to time after the execution and delivery of this(a)Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Applicable Issuers tothe Trustee or the Authenticating Agent for authentication and the Trustee or the AuthenticatingAgent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indentureand not otherwise; provided that in connection with a transfer of the Notes hereunder, suchIssuer Order shall be deemed to be have been provided upon the delivery of an executed Note tothe Trustee.

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

Notes issued upon transfer, exchange or replacement of other Notes shall beissued in Authorized Denominations reflecting the original Aggregate Outstanding Amount ofthe Notes so transferred, exchanged or replaced, but shall represent only the current Outstandingprincipal amount of the Notes so transferred, exchanged or replaced. In the event that any Note

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is divided into more than one Note in accordance with this Article 2, the original principalamount of such Note shall be proportionately divided among the Notes delivered in exchangetherefor and shall be deemed to be the original aggregate principal amount (or original aggregateface amount, as applicable) of such subsequently issued Notes.

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

Registration, Registration of Transfer and Exchange. (a) TheSection 2.6Issuer 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 theregistration of Notes and the registration of transfers of Notes. The Trustee is hereby initiallyappointed "Registrar" for the purpose of maintaining the Register and registering Notes andtransfers of such Notes with respect to the Register maintained in the United States as hereinprovided. Upon any resignation or removal of the Registrar, the Issuer shall promptly appoint asuccessor. Absent manifest error, the Issuer shall treat the Person listed in the Register as theregistered Holder of any Note as the Holder thereof for all purposes.

If a Person other than the Trustee is appointed by the Issuer as Registrar, theIssuer shall give the Trustee prompt written notice of the appointment of a Registrar and of thelocation, and any change in the location, of the Register, and the Trustee shall have the right toinspect the Register at all reasonable times and to obtain copies thereof and the Trustee shallhave the right to rely upon a certificate executed on behalf of the Registrar by an Officer thereofas to the names and addresses of the Holders of the Notes and the principal or face amounts andnumbers of such Notes. Upon request at any time the Registrar shall provide to the Issuer, theCollateral Manager, the Initial Purchaser or any Holder a current list of Holders as reflected inthe Register.

Subject to this Section 2.6, upon surrender for registration of transfer of anyNotes at the office or agency of the Co-Issuers to be maintained as provided in Section 7.2, theApplicable Issuers shall execute, and the Trustee shall authenticate and deliver, in the name ofthe designated transferee or transferees, one or more new Notes of any Authorized Denominationand of a like aggregate principal or face amount. At any time, the Initial Purchaser may request,and upon such request the Trustee shall provide, a list of Persons who have delivered a notice inthe form of Exhibit D to the Trustee, it being understood that the Trustee will not have verifiedor otherwise confirmed that such list of Persons are actual beneficial holders as of the date ofsuch request.

At the option of the Holder, Notes may be exchanged for Notes of like terms, inany Authorized Denominations and of like aggregate principal or face amount, upon surrender ofthe Notes to be exchanged at such office or agency. Whenever any Note is surrendered forexchange, the Applicable Issuers shall execute, and the Trustee shall authenticate and deliver,the Notes that the Holder making the exchange is entitled to receive.

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All Notes issued and authenticated upon any registration of transfer or exchangeof Notes shall be the valid obligations of the Issuer and, solely in the case of the Class A Notes, the Class B-1-R Notes, the Class B-2A-2-R Notes, the Class B Notes, the Class C Notes and theClass D Notes, the Co-Issuer, evidencing the same debt and entitled to the same benefits underthis Indenture as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shallbe duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory tothe Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any registration of transfer orexchange of Notes, but the Trustee may require payment of a sum sufficient to cover any tax orother governmental charge payable in connection therewith. The Trustee shall be permitted torequest such evidence reasonably satisfactory to it documenting the identity and/or signature ofthe transferor and the transferee.

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

(i) Each purchaser and transferee of Class A Notes, Class B-1 Notes, (c)Class B-2 Notes, Class C Notes and Class D Notes, or an interest therein, represented by aninterest in a Global Secured Note, shall be deemed, and each purchaser or transferee of Class ANotes, Class B Notes, Class C Notes and Class D Notes, represented by an interest in aCertificated Secured Note, shall be required, on each day from, the date on which such beneficialowner acquires its interest in any such Notes through and including the date on which suchbeneficial owner disposes of its interest in such Notes to represent and agree that (1) if it is, or isacting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Noteswill not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISAor Section 4975 of the Code, and (2) if it is a governmental, church, non-U.S. or other planwhich is subject to any Other Plan Law, its acquisition, holding and disposition of such Noteswill not constitute or result in a non-exempt violation of any such Other Plan Law.

Each purchaser and transferee of Global Class E Notes, Global Class F-R(ii)Notes and Global Subordinated Notes, or an interest therein, shall be deemed (or, in thecase of a purchaser of Global Class E Notes, Global Class F-R Notes or GlobalSubordinated Notes on the Closing Date or the Refinancing Date, required), on each dayfrom the date on which such beneficial owner acquires its interest in any such GlobalClass E Notes, Global Class F-R Notes or Global Subordinated Notes through andincluding the date on which such beneficial owner disposes of its interest in such GlobalClass E Notes, Global Class F-R Notes or Global Subordinated Notes to represent andagree that (1) unless it acquired Global Class E Notes, Global Class F-R Notes or GlobalSubordinated Notes on the Closing Date or the Refinancing Date with the consent of theIssuer and provided certain ERISA-related representations, for so long as it holds such

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Notes or interest therein, it is not, and is not acting on behalf of, a Benefit Plan Investoror a Controlling Person and (2)(a) if it is, or is acting on behalf of, a Benefit Plan Investorand it acquired Global Class E Notes, Global Class F-R Notes or Global SubordinatedNotes on the Closing Date or the Refinancing Date with the consent of the Issuer andprovided certain ERISA-related representations, its acquisition, holding and dispositionof such Notes will not constitute or result in a non-exempt prohibited transaction underSection 406 of ERISA or Section 4975 of the Code and (b) if it is a governmental,church, non-U.S. or other plan, (i) it is not, and for so long as it holds such Notes orinterest therein will not be, subject to any Similar Law and (ii) its acquisition, holdingand disposition of such Notes will not constitute or result in a non-exempt violation ofany Other Plan Law. The Issuer and the Trustee shall be required to assume that aninterest in a Global Class E Note, Global Class F-R Note or a Global Subordinated Notepurchased by a Benefit Plan Investor or a Controlling Person on the Closing Date or the Refinancing Date with the prior written consent of the Issuer is being held by a BenefitPlan Investor or Controlling Person, respectively, until the Stated Maturity, or earlier dateof redemption, of the Class E Notes or the Class F-R Notes, as applicable; provided thatsuch requirement shall cease to apply with respect to the amount of any such interestsubsequently transferred by the purchaser that purchased such interest with the priorwritten consent of the Issuer if, in connection with such transfer, (1) such purchaser thatpurchased such interest with the prior written consent of the Issuer delivers a transferorcertificate to the Trustee and (2) the transferee delivers a transferee certificate to theTrustee in which it certifies that it is not a Benefit Plan Investor or a Controlling Person,as the case may be.

Each purchaser or transferee of Class E Notes, Class F-R Notes or(iii)Subordinated Notes represented by an interest in a Certificated Note shall be required tocomplete and deliver to the Issuer and the Trustee, a subscription agreement containingERISA related representations, warranties and covenants in form and substancesatisfactory to the Initial Purchaser.

If a Purchaser or transferee is a Benefit Plan Investor it will be deemed to (iv)or will represent and warrant to the Issuer, on each day from the date on which it acquires a Note or interest through and including the date on which it disposes of such Note or interest, and at any time when regulation 29 C.F.R. Section 2510.3-21, as modified in 2016, is applicable, that (a) the fiduciary making the decision to invest in the Note on its behalf (the "Independent Fiduciary") is a bank, insurance carrier, registered investment adviser, broker-dealer or other person with financial expertise, in each case as described in 29 C.F.R. Section 2510.3-21(c)(1)(i); (b) the Independent Fiduciary is an independent plan fiduciary within the meaning of 29 C.F.R. Section 2510.3-21(c); (c) the Independent Fiduciary is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; (d) the Independent Fiduciary is responsible for exercising independent judgment in evaluating the acquisition, holding and disposition of the Note; and (e) neither it nor the Independent Fiduciary is paying or has paid any fee or other compensation to any of the Issuer, the Co-Issuer, the Trustee, the Refinancing Initial Purchaser, the Collateral Manager or any affiliate thereof for investment advice (as opposed to other services) in connection with its acquisition or holding of the Note. In addition, if it is a Benefit Plan Investor, it will

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be deemed to acknowledge and agree that the Independent Fiduciary (x) understands that none of the Issuer, the Co-Issuer, the Trustee, the Refinancing Initial Purchaser, the Collateral Manager or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, impartial investment advice and they are not giving any advice in a fiduciary capacity, in connection with its acquisition or holding of the Note and (y) has received and understands the disclosure of the existence and nature of the financial interests contained in the offering circular and related materials.

The Trustee shall not be responsible for ascertaining whether any transfer(d)complies with, or for otherwise monitoring or determining compliance with, the requirements orterms of the Securities Act, applicable state securities laws, ERISA, the Code or the InvestmentCompany Act; except that if a certificate is specifically required by the terms of this Section 2.6to be provided to the Trustee by a prospective transferor or transferee, the Trustee shall be undera duty to receive and examine the same to determine whether it conforms substantially on itsface to the applicable requirements of this Section 2.6. Notwithstanding the foregoing, theTrustee, relying solely on representations made or deemed to have been made by Holders of theClass E Notes, the Global Class F-R Notes and the Subordinated Notes, shall not knowinglypermit any transfer of Class E Notes, Class F-R Notes or Subordinated Notes if such transferwould result in 25% or more of the Aggregate Outstanding Amount of the Class E Notes, Class F-R Notes or the Subordinated Notes being held by Benefit Plan Investors, as calculatedpursuant to the Plan Asset Regulations.

For so long as any of the Notes are Outstanding, the Issuer shall not issue(e)or permit the transfer of any shares of the Issuer to U.S. persons and the Co-Issuer shall not issueor permit the transfer of any shares of the Co-Issuer to U.S. persons; provided, that this clauseshall not apply to issuances and transfers of the Subordinated Notes.

So long as a Global Note remains Outstanding and is held by or on behalf(f)of DTC, transfers of such Global Note, in whole or in part, shall only be made in accordancewith Section 2.2(b) and this Section 2.6(f), and, in the case of Subordinated Notes, Section2.6(g).

Subject to clauses (ii) and (iii) of this Section 2.6(f), transfers of a Global(i)Note shall be limited to transfers of such Global Note in whole, but not in part, tonominees of DTC or to a successor of DTC or such successor's nominee.

Rule 144A Global Secured Note or Certificated Secured Note for (ii)Regulation S Global Secured Note. If a holder of a beneficial interest in a Rule 144AGlobal Secured Note deposited with DTC or a Holder of a Certificated Secured Notewishes at any time to exchange its interest in such Rule 144A Global Secured Note orCertificated Secured Note for an interest in the corresponding Regulation S GlobalSecured Note, or to transfer its interest in such Rule 144A Global Secured Note orCertificated Secured Note to a Person who wishes to take delivery thereof in the form ofan interest in the corresponding Regulation S Global Secured Note, such holder, providedsuch holder or, in the case of a transfer, the transferee is not a U.S. person and isacquiring such interest in an offshore transaction, may, subject to the immediately

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succeeding sentence and the rules and procedures of DTC, exchange or transfer, or causethe exchange or transfer of, such interest for an equivalent beneficial interest in thecorresponding Regulation S Global Secured Note. Upon receipt by the Trustee or theRegistrar of (A) instructions given in accordance with DTC's procedures from an AgentMember directing the Trustee or the Registrar to credit or cause to be credited abeneficial interest in the corresponding Regulation S Global Secured Note, but not lessthan the minimum denomination applicable to such holder's Secured Notes, in an amountequal to the beneficial interest in the Rule 144A Global Secured Note or CertificatedSecured Note to be exchanged or transferred, (B) a written order given in accordancewith DTC's procedures containing information regarding the participant account of DTCand the Euroclear or Clearstream account to be credited with such increase, (C) in thecase of a transfer of Certificated Secured Notes, such Holder's Certificated Secured Noteproperly endorsed for assignment to the transferee, (D) a certificate in the form of Exhibit B1 attached hereto given by the holder of such beneficial interest stating that theexchange or transfer of such interest has been made in compliance with the transferrestrictions applicable to the Global Secured Notes or the Certificated Secured Notesincluding that the holder or the transferee, as applicable, is not a U.S. person, and in anoffshore transaction pursuant to and in accordance with Regulation S and (E) a writtencertification in the form of Exhibit B5 attached hereto given by the transferee in respectof such beneficial interest stating, among other things, that such transferee is a non-U.S.person purchasing such beneficial interest in an offshore transaction pursuant toRegulation S, then the Trustee or the Registrar shall approve the instructions at DTC toreduce the principal amount of the Rule 144A Global Secured Note (or, in the case of atransfer of Certificated Secured Notes, the Trustee or the Registrar shall cancel suchNotes) and to increase the principal amount of the Regulation S Global Secured Note bythe aggregate principal amount of the beneficial interest in the Rule 144A Global SecuredNote or Certificated Secured Note to be exchanged or transferred, and to credit or causeto be credited to the securities account of the Person specified in such instructions abeneficial interest in the corresponding Regulation S Global Secured Note equal to thereduction in the principal amount of the Rule 144A Global Secured Note (or, in the caseof a cancellation of Certificated Secured Notes, equal to the principal amount of SecuredNotes so cancelled).

Regulation S Global Secured Note for Rule 144A Global Secured Note or (iii)Certificated Secured Note. If a holder of a beneficial interest in a Regulation S GlobalSecured Note deposited with DTC wishes at any time to exchange its interest in suchRegulation S Global Secured Note for an interest in the corresponding Rule 144A GlobalSecured Note or for a Certificated Secured Note or to transfer its interest in suchRegulation S Global Secured Note to a Person who wishes to take delivery thereof in theform of an interest in the corresponding Rule 144A Global Secured Note or for aCertificated Secured Note, such holder may, subject to the immediately succeedingsentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the casemay be, exchange or transfer, or cause the exchange or transfer of, such interest for anequivalent beneficial interest in the corresponding Rule 144A Global Secured Note or fora Certificated Secured Note. Upon receipt by the Trustee or the Registrar of (A) if thetransferee is taking a beneficial interest in a Rule 144A Global Secured Note, instructionsfrom Euroclear, Clearstream and/or DTC, as the case may be, directing the Registrar to

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cause to be credited a beneficial interest in the corresponding Rule 144A Global SecuredNote in an amount equal to the beneficial interest in such Regulation S Global SecuredNote, but not less than the minimum denomination applicable to such holder's SecuredNotes to be exchanged or transferred, such instructions to contain information regardingthe participant account with DTC to be credited with such increase, (B) a certificate inthe form of Exhibit B2A attached hereto given by the holder of such beneficial interestand stating, among other things, that, in the case of a transfer, the Person transferringsuch interest in such Regulation S Global Secured Note reasonably believes that thetransferee is either (x) in the case of a transferee acquiring an interest in a Rule 144AGlobal Secured Note, a Qualified Institutional Buyer that is obtaining such beneficialinterest in a transaction meeting the requirements of Rule 144A and in accordance withany applicable securities laws of any state of the United States or any other jurisdiction,or (y) an IAI that is obtaining an interest in a Certificated Secured Note in a transactionexempt from registration under the Securities Act and in accordance with any applicablesecurities laws of any state of the United States or any other jurisdiction and (C) in thecase of a transfer of Rule 144A Global Secured Notes, a written certification in the formof Exhibit B4A attached hereto given by the transferee in respect of such beneficialinterest stating, among other things, that such transferee is a QIB/QP or, in the case of atransfer of Certificated Secured Notes, a written certification in the form of Exhibit B4Band, if applicable, Exhibit B7 attached hereto given by the transferee, stating, amongother things, that such transferee is an IAI/QP or a QIB/QP, then the Registrar shall either(x) if the transferee or holder is taking a beneficial interest in a Rule 144A GlobalSecured Note, approve the instructions at DTC to reduce, or cause to be reduced, theRegulation S Global Secured Note by the aggregate principal amount of the beneficialinterest in the Regulation S Global Secured Note to be transferred or exchanged and theRegistrar shall instruct DTC, concurrently with such reduction, to credit or cause to becredited to the securities account of the Person specified in such instructions a beneficialinterest in the corresponding Rule 144A Global Secured Note equal to the reduction inthe principal amount of the Regulation S Global Secured Note or (y) if the transferee orholder is taking an interest in a Certificated Secured Note, the Registrar shall record thetransfer or exchange in the Register in accordance with Section 2.6(a) and, uponexecution by the Applicable Issuers, authenticate and deliver one or more CertificatedSecured Notes, as applicable, registered in the names specified in the instructionsdescribed above, in principal amounts designated by the transferee or holder (theaggregate of such principal amounts being equal to the aggregate principal amount of theinterest in the Regulation S Global Secured Note transferred or exchanged by thetransferor or holder), and in Authorized Denominations.

Transfer and Exchange of Certificated Secured Note for Certificated (iv)Secured Note. If a holder of a Certificated Secured Note wishes at any time to exchangesuch Certificated Secured Note for one or more Certificated Secured Notes or transfersuch Certificated Secured Note to a transferee who wishes to take delivery thereof in theform of a Certificated Secured Note, such holder may effect such exchange or transfer inaccordance with this Section 2.6(f)(iv). Upon receipt by the Trustee or the Registrar of(A) a Holder's Certificated Secured Note properly endorsed for assignment to thetransferee, and (B) a certificate in the form of Exhibit B4B and, if applicable, Exhibit B7,then the Trustee or the Registrar shall cancel such Certificated Secured Note in

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accordance with Section 2.10, record the transfer in the Register in accordance withSection 2.6(a) and upon execution by the Applicable Issuers authenticate and deliver oneor more Certificated Secured Notes bearing the same designation as the CertificatedSecured Note endorsed for transfer, registered in the names specified in the assignmentdescribed in clause (A) above, in principal amounts designated by the transferee (theaggregate of such principal amounts being equal to the aggregate principal amount of theCertificated Secured Note surrendered by the transferor), and in AuthorizedDenominations.

Transfer of Rule 144A Global Secured Notes for Certificated Secured (v)Notes. If a holder of a beneficial interest in a Rule 144A Global Secured Note depositedwith DTC wishes at any time to exchange its interest in such Rule 144A Global SecuredNote for a Certificated Secured Note or to transfer its interest in such Rule 144A GlobalSecured Note to a Person who wishes to take delivery thereof in the form of aCertificated Secured Note, such holder may, subject to the immediately succeedingsentence and the rules and procedures of DTC, exchange or transfer, or cause theexchange or transfer of, such interest for a Certificated Secured Note. Upon receipt bythe Trustee or the Registrar of (A) a certificate substantially in the form of Exhibit B4Band, if applicable, Exhibit B7 and (B) appropriate instructions from DTC, if required, theTrustee or the Registrar shall approve the instructions at DTC to reduce, or cause to bereduced, the Rule 144A Global Secured Note by the aggregate principal amount of thebeneficial interest in the Rule 144A Global Secured Note to be transferred or exchanged,record the transfer in the Register in accordance with Section 2.6(a) and upon executionby the Applicable Issuers authenticate and deliver one or more Certificated SecuredNotes, registered in the names specified in the instructions described in clause (B) above,in principal amounts designated by the transferee (the aggregate of such principalamounts being equal to the aggregate principal amount of the interest in the Rule 144AGlobal Secured Note transferred by the transferor), and in Authorized Denominations.

Transfer of Certificated Secured Notes for Rule 144A Global Secured (vi)Notes. If a holder of a Certificated Secured Note wishes at any time to exchange itsinterest in such Certificated Secured Note for a beneficial interest in a Rule 144A GlobalSecured Note or to transfer such Certificated Secured Note to a Person who wishes totake delivery thereof in the form of a beneficial interest in a Rule 144A Global SecuredNote, such holder may, subject to the immediately succeeding sentence and the rules andprocedures of DTC, exchange or transfer, or cause the exchange or transfer of, suchCertificated Secured Note for beneficial interest in a Rule 144A Global Secured Note(provided that no IAI may hold an interest in a Rule 144A Global Secured Note). Uponreceipt by the Trustee or the Registrar of (A) a Holder's Certificated Secured Noteproperly endorsed for assignment to the transferee; (B) a certificate substantially in theform of Exhibit B2B attached hereto executed by the transferor and a certificatesubstantially in the forms of Exhibit B4A executed by the transferee (provided that nosuch transferor or transferee certificate shall be required if a holder of a CertificatedSecured Note on the Closing Date that has provided all required certifications to theIssuer upon acquisition thereof wishes to exchange a Certificated Secured Note for aRule 144A Global Secured Note); (C) instructions given in accordance with DTC'sprocedures from an Agent Member to instruct DTC to cause to be credited a beneficial

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interest in the Rule 144A Global Secured Notes in an amount equal to the CertificatedSecured Notes to be transferred or exchanged; and (D) a written order given inaccordance with DTC's procedures containing information regarding the participant'saccount of DTC to be credited with such increase, the Trustee or the Registrar shallcancel such Certificated Secured Note in accordance with Section 2.10, record thetransfer in the Register in accordance with Section 2.6(a) and approve the instructions atDTC, concurrently with such cancellation, to credit or cause to be credited to thesecurities account of the Person specified in such instructions a beneficial interest in thecorresponding Rule 144A Global Secured Note equal to the principal amount of theCertificated Secured Note transferred or exchanged.

Other Exchanges. In the event that a Global Note is exchanged for Notes(vii)in definitive registered form without interest coupons pursuant to Section 2.11, suchGlobal Notes may be exchanged for one another only in accordance with such proceduresas are substantially consistent with the provisions above (including certificationrequirements intended to insure that such transfers are made only to Holders who areQualified Purchasers, or in transactions exempt from registration under the Securities Actor to persons who are not U.S. persons who are non-U.S. residents (as determined forpurposes of the Investment Company Act), and otherwise comply with Regulation Sunder the Securities Act, as the case may be), and as may be from time to time adoptedby the Co-Issuers and the Trustee.

Transfers of Subordinated Notes shall only be made in accordance with(g)Section 2.2(b) and this Section 2.6(g).

Transfer and Exchange of Certificated Subordinated Note for Certificated (i)Subordinated Note. If a holder of a Certificated Subordinated Note wishes at any time toexchange such Certificated Subordinated Note for one or more Certificated SubordinatedNotes or transfer such Certificated Subordinated Note to a transferee who wishes to takedelivery thereof in the form of a Certificated Subordinated Note, such holder may effectsuch exchange or transfer in accordance with this Section 2.6(g)(i). Upon receipt by theRegistrar of (A) a Holder's Certificated Subordinated Note properly endorsed forassignment to the transferee, and (B) certificates in the form of Exhibit B3 and Exhibit B7 attached hereto given by the transferee of such Certificated Subordinated Note, thenthe Registrar shall cancel such Certificated Subordinated Note in accordance withSection 2.10, record the transfer in the Register in accordance with Section 2.6(a) andupon execution by the Issuer authenticate and deliver one or more CertificatedSubordinated Notes bearing the same designation as the Certificated Subordinated Noteendorsed for transfer, registered in the names specified in the assignment described inclause (A) above, in principal amounts designated by the transferee (the aggregate ofsuch principal amounts being equal to the aggregate principal amount of the CertificatedSubordinated Note surrendered by the transferor), and in Authorized Denominations.

Transfer and Exchange of Regulation S Global Subordinated Notes or (ii)Rule 144A Global Subordinated Notes for Certificated Subordinated Notes. If a holderof a beneficial interest in a Regulation S Global Subordinated Note or a Rule 144AGlobal Subordinated Note deposited with DTC wishes at any time to exchange its

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interest in such Note for a Certificated Subordinated Note or to transfer its interest insuch Note to a Person who wishes to take delivery thereof in the form of a CertificatedSubordinated Note, such holder may, subject to the immediately succeeding sentence andthe 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 a CertificatedSubordinated Note. Upon receipt of (A) certificates substantially in the form of Exhibit B3 and Exhibit B7 attached hereto executed by the transferee and (B) appropriateinstructions from DTC, if required, the Registrar shall approve the instructions at DTC toreduce, or cause to be reduced, the Regulation S Global Subordinated Note or Rule 144AGlobal Subordinated Note, as applicable, by the aggregate principal amount of thebeneficial interest in such Note to be transferred or exchanged, record the transfer in theRegister in accordance with Section 2.6(a) and upon execution by the Applicable Issuersauthenticate and deliver one or more Certificated Subordinated Notes, registered in thenames specified in the instructions described in clause (B) above, in principal amountsdesignated by the transferee (the aggregate of such principal amounts being equal to theaggregate principal amount of the interest in such Note transferred by the transferor), andin Authorized Denominations.

Transfer and Exchange of Certificated Subordinated Notes or Rule 144A (iii)Global Subordinated Notes for Regulation S Global Subordinated Notes. If a holder of aCertificated Subordinated Note or a Rule 144A Global Subordinated Note wishes at anytime to exchange its interest in such Note for a beneficial interest in a Regulation SGlobal Subordinated Note or to transfer such Note to a Person who wishes to takedelivery thereof in the form of a beneficial interest in a Regulation S Global SubordinatedNote, such holder may, subject to the immediately succeeding sentence and the rules andprocedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange ortransfer, or cause the exchange or transfer of, such Certificated Subordinated Note orRule 144A Global Subordinated Note for a beneficial interest in a Regulation S GlobalSubordinated Note. Upon receipt of (A) solely in the case of a Certificated SubordinatedNote, a Holder's Certificated Subordinated Note properly endorsed for assignment to thetransferee; (B) a certificate substantially in the form of Exhibit B1 attached heretoexecuted by the transferor and a certificate substantially in the form of Exhibit B6attached hereto executed by the transferee; (C) instructions given in accordance withEuroclear, Clearstream or DTC's procedures, as the case may be, from an Agent Memberto instruct DTC to cause to be credited a beneficial interest in the Regulation S GlobalSubordinated Notes in an amount equal to the Certificated Subordinated Notes or Rule144A Global Subordinated Notes to be transferred or exchanged; and (D) a written ordergiven in accordance with DTC's procedures containing information regarding theparticipant's account of DTC and/or Euroclear or Clearstream accounts to be creditedwith such increase, the Registrar shall cancel such Certificated Subordinated Note (orreduce the Rule 144A Global Subordinated Note) in accordance with Section 2.10, recordthe transfer in the Register in accordance with Section 2.6(a) and approve the instructionsat DTC, concurrently with such cancellation, to credit or cause to be credited to thesecurities account of the Person specified in such instructions a beneficial interest in thecorresponding Regulation S Global Subordinated Note equal to the principal amount ofthe Certificated Subordinated Note or Rule 144A Global Subordinated Note transferredor exchanged.

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Transfer and Exchange of Certificated Subordinated Notes or Regulation (iv)S Global Subordinated Notes for Rule 144A Global Subordinated Notes. If a holder of aCertificated Subordinated Note or a Regulation S Global Subordinated Note wishes atany time to exchange its interest in such Note for a beneficial interest in a Rule 144AGlobal Subordinated Note or to transfer such Note to a Person who wishes to takedelivery thereof in the form of a beneficial interest in a Rule 144A Global SubordinatedNote, such holder may, subject to the immediately succeeding sentence and the rules andprocedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange ortransfer, or cause the exchange or transfer of, such Certificated Subordinated Note orRegulation S Global Subordinated Note for a beneficial interest in a Rule 144A GlobalSubordinated Note (provided that no IAI may hold an interest in a Rule 144A GlobalSubordinated Note). Upon receipt of (A) solely in the case of a CertificatedSubordinated Note, a Holder's Certificated Subordinated Note properly endorsed forassignment to the transferee; (B) a certificate substantially in the form of Exhibit B2Aattached hereto executed by the transferor and a certificate substantially in the form ofExhibit B6 attached hereto executed by the transferee; (C) instructions given inaccordance with Euroclear, Clearstream or DTC's procedures, as the case may be, froman Agent Member to instruct DTC to cause to be credited a beneficial interest in the Rule144A Global Subordinated Notes in an amount equal to the Certificated SubordinatedNotes or Regulation S Global Subordinated Notes to be transferred or exchanged; and(D) a written order given in accordance with DTC's procedures containing informationregarding the participant's account of DTC and/or Euroclear or Clearstream accounts tobe credited with such increase, the Registrar shall cancel such Certificated SubordinatedNote (or reduce the Regulation S Global Subordinated Note) in accordance with Section2.10, record the transfer in the Register in accordance with Section 2.6(a) and approvethe instructions at DTC, concurrently with such cancellation, to credit or cause to becredited to the securities account of the Person specified in such instructions a beneficialinterest in the corresponding Rule 144A Global Subordinated Note equal to the principalamount of the Certificated Subordinated Note or Regulation S Global Subordinated Notetransferred or exchanged.

If Notes are issued upon the transfer, exchange or replacement of Notes(h)bearing the applicable legends set forth in the applicable part of Exhibit A hereto, and if arequest is made to remove such applicable legend on such Notes, the Notes so issued shall bearsuch applicable legend, or such applicable legend shall not be removed, as the case may be,unless there is delivered to the Trustee and the Applicable Issuers such satisfactory evidence,which may include an Opinion of Counsel acceptable to them, as may be reasonably required bythe Applicable Issuers (and which shall by its terms permit reliance by the Trustee), to the effectthat neither such applicable legend nor the restrictions on transfer set forth therein are required toensure that transfers thereof comply with the provisions of the Securities Act, the InvestmentCompany Act, ERISA or the Code. Upon provision of such satisfactory evidence, the Trustee orits Authenticating Agent, at the written direction of the Applicable Issuers shall, after dueexecution by the Applicable Issuers authenticate and deliver Notes that do not bear suchapplicable legend.

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(1) Each Person who becomes a beneficial owner of Secured Notes of a(i)Class represented by an interest in a Global Secured Note shall be deemed to have representedand agreed, and (2) in addition to the deemed representations required by the foregoing clause(1), each initial investor in a Global Class E Note or a Global Class F-R Note on the Closing Date or the Refinancing Date shall be required in a subscription agreement to represent andagree to those matters set forth in clause (ii)(B) below, in each case as follows:

In connection with the purchase of such Secured Notes: (A) none of the(i)Co-Issuers, the Collateral Manager, the Initial Purchaser, the Trustee, the CollateralAdministrator or any of their respective Affiliates is acting as a fiduciary or financial orinvestment adviser for such beneficial owner; (B) such beneficial owner is not relying(for purposes of making any investment decision or otherwise) upon any advice, counselor representations (whether written or oral) of the Co-Issuers, the Collateral Manager, theTrustee, the Collateral Administrator, the Initial Purchaser, or any of their respectiveAffiliates other than any statements in the Offering Circular, and such beneficial ownerhas read and understands the Offering Circular; (C) such beneficial owner has consultedwith its own legal, regulatory, tax, business, investment, financial and accountingadvisors to the extent it has deemed necessary and has made its own investment decisions(including decisions regarding the suitability of any transaction pursuant to thisIndenture) based upon its own judgment and upon any advice from such advisors as it hasdeemed necessary and not upon any view expressed by the Co-Issuers, the CollateralManager, the Trustee, the Collateral Administrator, the Initial Purchaser, or any of theirrespective Affiliates; (D) such beneficial owner is either (1) in the case of a beneficialowner of an interest in a Rule 144A Global Secured Note both (x) a QualifiedInstitutional Buyer that is not a broker-dealer which owns and invests on a discretionarybasis less than U.S.$25 million in securities of issuers that are not affiliated persons ofthe dealer and is not a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule144A or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds theassets of such a plan, if investment decisions with respect to the plan are made bybeneficiaries, and not the fiduciary, trustee or sponsor of the plan and (y) a QualifiedPurchaser (within the meaning of Section 2(a)(51) of the Investment Company Act andthe rules thereunder) or (2) in the case of a beneficial owner of an interest in a RegulationS Global Secured Note, not a "U.S. person" as defined in Regulation S and is acquiringsuch Secured Notes in an offshore transaction (as defined in Regulation S) in reliance onthe exemption from registration provided by Regulation S; (E) (x) such beneficial owneris acquiring its interest in such Secured Notes for its own account for investment and (y)such beneficial owner is not acquiring its interest in such Secured Notes with a view tothe resale, distribution or other disposition thereof in violation of the Securities Act; (F)such beneficial owner was not formed for the purpose of investing in such Secured Notes(except when each beneficial owner of such Person is a Qualified Purchaser); (G) suchbeneficial owner understands that the Issuer may receive a list of participants holdinginterests in the Secured Notes from one or more book-entry depositories; (H) suchbeneficial owner shall hold and transfer at least the minimum denomination of suchSecured Notes, (I) such beneficial owner is a sophisticated investor and is purchasing theNotes with a full understanding of all of the terms, conditions and risks thereof, and iscapable of and willing to assume those risks; (J) such beneficial owner has had access to

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such financial and other information concerning the Issuer and the Notes as it has deemednecessary or appropriate in order to make an informed investment decision with respectto its purchase of the Notes, including an opportunity to ask questions of and requestinformation from the Issuer and the Collateral Manager; (K) such beneficial owner shallprovide notice of the relevant transfer restrictions to subsequent transferees; (L) theinvestment by such beneficial owner is within its powers and authority, is permissibleunder applicable laws governing such purchase, has been duly authorized by it andcomplies with applicable securities laws and other laws; (M) it is not a (1) partnership,(2) common trust fund or (3) special trust, pension, profit sharing or other retirement trustfund or plan in which the partners, beneficiaries or participants may designate theparticular investments to be made; and (N) it agrees that it will not hold any Notes for thebenefit of any other person, that it will at all times be the sole beneficial owner thereoffor purposes of the Investment Company Act and all other purposes and that it will notsell participation interests in the Notes or enter into any other arrangement pursuant towhich any other person will be entitled to a beneficial interest in the distribution on suchNotes, unless such person is a Qualified Institutional Buyer and a Qualified Purchaser.

(A) in the case of the Class A Notes, the Class B Notes, the Class C Notes(ii)and the Class D Notes, or an interest therein, that (1) if it is, or is acting on behalf of, aBenefit Plan Investor, its acquisition, holding and disposition of such Notes will notconstitute or result in a non-exempt prohibited transaction under Section 406 of ERISAor Section 4975 of the Code and (2) if it is a governmental, church, non-U.S. or otherplan which is subject to any Other Plan Law, its acquisition, holding and disposition ofsuch Notes will not constitute or result in a non-exempt violation of any such Other PlanLaw.

in the case of the Global Class E Notes or the Global Class F-R(B)Notes, or an interest therein, that (1) unless it acquires Global Class E Notes or Global Class F-R Notes on the Closing Date or the Refinancing Date with theconsent of the Issuer and provides certain ERISA-related representations, it is not,and is not acting on behalf of, a Benefit Plan Investor or a Controlling Person and(2)(a) if the acquisition of such Class E Notes or Global Class F-R Notes is on theClosing Date or the Refinancing Date with the consent of the Issuer, and it is, oris acting on behalf of, a Benefit Plan Investor, its acquisition, holding anddisposition of such Notes will not constitute or result in a non-exempt prohibitedtransaction under Section 406 of ERISA or Section 4975 of the Code and (b) if itis a governmental, church, non-U.S. or other plan, (i) it is not, and for so long as itholds such Notes or interest therein will not be, subject to any Similar Law and(ii) its acquisition, holding and disposition of such Notes will not constitute orresult in a non-exempt violation of any Other Plan Law.

Such beneficial owner makes the representations and covenants set forth(iii)in Section 2.13.

Such beneficial owner understands that such Notes are being offered only(iv)in a transaction not involving any public offering in the United States within the meaningof the Securities Act, such Notes have not been and shall not be registered under the

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Securities Act or the securities laws of any state or other jurisdiction, and, if in the futuresuch beneficial owner decides to offer, resell, pledge or otherwise transfer such Notes,such Notes may be offered, resold, pledged or otherwise transferred only in accordancewith the provisions of this Indenture and the legend on such Notes. Such beneficialowner acknowledges that no representation has been made as to the availability of anyexemption under the Securities Act or any state securities laws for resale of the Notes.Such beneficial owner understands that none of the Co-Issuers or the pool of Assets hasbeen or will be registered under the Investment Company Act, and that the Co-Issuers areexempt from registration as such by virtue of Section 3(c)(7) of the Investment CompanyAct.

It is aware that, except as otherwise provided in this Indenture, (A) the(v)Notes being sold to it, if any, in reliance on Regulation S shall be represented by one ormore Regulation S Global Secured Notes, and that beneficial interests therein may beheld only through DTC for the respective accounts of Euroclear or Clearstream and (B)the Notes being sold to it, if any, in reliance on Rule 144A shall be represented by one ormore Rule 144A Global Secured Notes, and that beneficial interests therein may be heldonly through DTC.

The holder shall provide notice to each Person to whom it proposes to(vi)transfer any interest in the Notes of the transfer restrictions and representations set forthin Section 2.6, including the Exhibits referenced herein.

Such beneficial owner agrees (1)(A) that the express terms of this(vii)Indenture govern the rights of the Holders to direct the commencement of a Proceedingagainst any Person, (B) this Indenture contains limitations on the rights of the Holders todirect the commencement of any such Proceeding, and (C) it shall comply with suchexpress terms if it seeks to direct the commencement of any such Proceeding, (2) thereare no implied rights under this Indenture to direct the commencement of any suchProceeding, and (3) notwithstanding any other provision of this Indenture, or anyprovision of the Secured Notes, or of the Collateral Administration Agreement or of anyother agreement, the Co-Issuers, whether jointly or severally, shall be under no duty orobligation of any kind to the Holders, or any of them, to institute any legal or otherproceedings of any kind, against any person or entity, including, without limitation, theTrustee, the Collateral Administrator or the Calculation Agent.

It is not a member of the public in the Cayman Islands.(viii)

It agrees not to seek to commence in respect of the Issuer, the Co-Issuer or(ix)any Issuer Subsidiary, or cause the Issuer, the Co-Issuer or any Issuer Subsidiary tocommence, a bankruptcy, reorganization, arrangement, insolvency, winding up,moratorium or liquidation proceeding, or other proceedings under Cayman Islands, U.S.federal or state bankruptcy or similar laws, before a year and a day has elapsed since thepayment in full to the holders of the Notes issued pursuant to this Indenture or, if longer,the applicable preference period (plus one day) then in effect. It agrees to be subject tothe Bankruptcy Subordination Agreement.

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To the extent required by the Issuer, as determined by the Issuer or the(x)Collateral Manager on behalf of the Issuer, it understands that the Issuer may, uponnotice to the Trustee, impose additional transfer restrictions on the Notes to comply withthe Uniting and Strengthening America by Providing Appropriate Tools Required toIntercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act") and other similarlaws or regulations, including, without limitation, requiring each transferee of a Note tomake representations to the Issuer in connection with such compliance.

It understands that the Co-Issuers, the Trustee, the Collateral Manager, the(xi)Initial Purchaser and their respective counsel will rely upon the accuracy and truth of theforegoing representations, and it hereby consents to such reliance.

Each Person who becomes a beneficial owner of Subordinated Notes(j)represented by a Global Subordinated Note shall be deemed to have represented and agreed (andeach initial investor in a Global Subordinated Note on the Closing Date or the Refinancing Datewill be required in a subscription agreement to represent and agree) as follows:

In connection with the purchase of such Subordinated Notes: (A) none of(i)the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Trustee, the CollateralAdministrator or any of their respective Affiliates is acting as a fiduciary or financial orinvestment adviser for such beneficial owner; (B) such beneficial owner is not relying(for purposes of making any investment decision or otherwise) upon any advice, counselor representations (whether written or oral) of the Co-Issuers, the Collateral Manager, theTrustee, the Collateral Administrator, the Initial Purchaser or any of their respectiveAffiliates other than any statements in the Offering Circular, and such beneficial ownerhas read and understands the Offering Circular; (C) such beneficial owner has consultedwith its own legal, regulatory, tax, business, investment, financial and accountingadvisors to the extent it has deemed necessary and has made its own investment decisions(including decisions regarding the suitability of any transaction pursuant to thisIndenture) based upon its own judgment and upon any advice from such advisors as it hasdeemed necessary and not upon any view expressed by the Co-Issuers, the CollateralManager, the Trustee, the Collateral Administrator, any Initial Purchaser, or any of theirrespective Affiliates; (D) such beneficial owner is either (1) in the case of a beneficialowner of an interest in a Rule 144A Global Subordinated Note both (x) a QualifiedInstitutional Buyer that is not a broker-dealer which owns and invests on a discretionarybasis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons ofthe dealer and is not a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule144A or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds theassets of such a plan, if investment decisions with respect to the plan are made bybeneficiaries, and not the fiduciary, trustee or sponsor of the plan and (y) a QualifiedPurchaser (within the meaning of Section 2(a)(51) of the Investment Company Act andthe rules thereunder) or (2) in the case of a beneficial owner of an interest in a RegulationS Global Subordinated Note, not a "U.S. person" as defined in Regulation S and isacquiring such Subordinated Notes in an offshore transaction (as defined in Regulation S)in reliance on the exemption from registration provided by Regulation S; (E)(x) suchbeneficial owner is acquiring its interest in such Subordinated Notes for its own account

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for investment and (y) such beneficial owner is not acquiring its interest in suchSubordinated Notes with a view to the resale, distribution or other disposition thereof inviolation of the Securities Act; (F) such beneficial owner was not formed for the purposeof investing in such Subordinated Notes (except when each beneficial owner of suchPerson is a Qualified Purchaser); (G) such beneficial owner understands that the Issuermay receive a list of participants holding interests in the Subordinated Notes from one ormore book-entry depositories; (H) such beneficial owner shall hold and transfer at leastthe minimum denomination of such Subordinated Notes; (I) such beneficial owner is asophisticated investor and is purchasing the Subordinated Notes with a full understandingof all of the terms, conditions and risks thereof, and is capable of and willing to assumethose risks; (J) such beneficial owner has had access to such financial and otherinformation concerning the Issuer and the Subordinated Notes as it has deemed necessaryor appropriate in order to make an informed investment decision with respect to itspurchase of the Subordinated Notes, including an opportunity to ask questions of andrequest information from the Issuer and the Collateral Manager; (K) such beneficialowner shall provide notice of the relevant transfer restrictions to subsequent transferees;(L) the investment by such beneficial owner is within its powers and authority, ispermissible under applicable laws governing such purchase, has been duly authorized byit and complies with applicable securities laws and other laws; (M) it is not a (1)partnership, (2) common trust fund or (3) special trust, pension, profit sharing or otherretirement trust fund or plan in which the partners, beneficiaries or participants maydesignate the particular investments to be made; and (N) it agrees that it will not hold anySubordinated Notes for the benefit of any other person, that it will at all times be the solebeneficial owner thereof for purposes of the Investment Company Act and all otherpurposes and that it will not sell participation interests in the Subordinated Notes or enterinto any other arrangement pursuant to which any other person will be entitled to abeneficial interest in the distribution on such Notes, unless such person is a QualifiedInstitutional Buyer and a Qualified Purchaser.

(1) Unless it acquires such Notes on the Closing Date or the Refinancing(ii)Date with the consent of the Issuer and provides certain ERISA-related representations, itis not, and is not acting on behalf of (and for so long as it holds such Note or interesttherein, will not be, and will not be acting on behalf of), a Benefit Plan Investor or aControlling Person and (2)(a) if the acquisition of such Notes is on the Closing Date or the Refinancing Date with the consent of the Issuer, and it is, or is acting on behalf of, aBenefit Plan Investor, its acquisition, holding and disposition of such Notes will notconstitute or result in a non-exempt prohibited transaction under Section 406 of ERISAor Section 4975 of the Code and (b) if it is a governmental, church, non-U.S. or otherplan, (i) it is not, and for so long as it holds such Notes or interest therein will not be,subject to any Similar Law and (ii) its acquisition, holding and disposition of such Noteswill not constitute or result in a non-exempt violation of any Other Plan Law.

Such beneficial owner understands that such Subordinated Notes are being(iii)offered only in a transaction not involving any public offering in the United States withinthe meaning of the Securities Act, such Subordinated Notes have not been and shall notbe registered under the Securities Act or the securities laws of any state or otherjurisdiction, and, if in the future such beneficial owner decides to offer, resell, pledge or

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otherwise transfer such Subordinated Notes, such Subordinated Notes may be offered,resold, pledged or otherwise transferred only in accordance with the provisions of thisIndenture and the legend on such Subordinated Note. Such beneficial owneracknowledges that no representation has been made as to the availability of anyexemption under the Securities Act or any state securities laws for resale of theSubordinated Notes. Such beneficial owner understands that none of the Co-Issuers orthe pool of Assets has been or will be registered under the Investment Company Act, andthat the Co-Issuers are exempt from registration as such by virtue of Section 3(c)(7) ofthe Investment Company Act.

Such beneficial owner makes the representations and covenants set forth(iv)in Section 2.13.

It is aware that, except as otherwise provided in this Indenture, (A) the(v)Notes being sold to it, if any, in reliance on Regulation S shall be represented by one ormore Regulation S Global Subordinated Notes, and that beneficial interests therein maybe held only through DTC for the respective accounts of Euroclear or Clearstream and(B) the Notes being sold to it, if any, in reliance on Rule 144A shall be represented byone or more Rule 144A Global Subordinated Notes, and that beneficial interests thereinmay be held only through DTC.

Such beneficial owner understands that any resale or other transfer of an(vi)interest in such Subordinated Note shall not be permitted unless such resale or othertransfer is conducted in accordance with this Section 2.6.

Such beneficial owner shall provide notice to each Person to whom it(vii)proposes to transfer any interest in the Subordinated Notes of the restrictions andrepresentations set forth in this Section 2.6, including the Exhibits referenced herein.

It agrees not to seek to commence in respect of the Issuer, the Co-Issuer or(viii)any Issuer Subsidiary, or cause the Issuer, the Co-Issuer or any Issuer Subsidiary tocommence, a bankruptcy, reorganization, arrangement, insolvency, winding up,moratorium or liquidation proceeding, or other proceedings under Cayman Islands, U.S.federal or state bankruptcy or similar laws, before a year and a day has elapsed since thepayment in full to the holders of the Notes issued pursuant to this Indenture or, if longer,the applicable preference period (plus one day) then in effect. It agrees to be subject tothe Bankruptcy Subordination Agreement.

Such beneficial owner is not a member of the public in the Cayman(ix)Islands.

To the extent required by the Issuer, as determined by the Issuer or the(x)Collateral Manager on behalf of the Issuer, it understands that the Issuer may, uponnotice to the Trustee, impose additional transfer restrictions on the Subordinated Notes tocomply with the USA Patriot Act and other similar laws or regulations, including,without limitation, requiring each transferee of a Subordinated Note to makerepresentations to the Issuer in connection with such compliance.

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It agrees (1)(A) that the express terms of this Indenture govern the rights(xi)of the holders to direct the commencement of a Proceeding against any Person, (B) thisIndenture contains limitations on the rights of the holders to direct the commencement ofany such Proceeding, and (C) it shall comply with such express terms if it seeks to directthe commencement of any such Proceeding, (2) there are no implied rights under thisIndenture to direct the commencement of any such Proceeding, and (3) notwithstandingany other provision herein, or any provision of the Notes, or of the CollateralAdministration Agreement or of any other agreement, the Co-Issuers, whether jointly orseverally, shall be under no duty or obligation of any kind to the holders, or any of them,to institute any legal or other proceedings of any kind, against any person or entity,including, without limitation, the Trustee, the Collateral Administrator or the CalculationAgent.

It understands that the Co-Issuers, the Trustee, the Collateral Manager, the(xii)Initial Purchaser and their respective counsel will rely upon the accuracy and truth of theforegoing representations, and it hereby consents to such reliance.

Each Person who becomes an owner of a Certificated Subordinated Note(k)on the Closing Date or the Refinancing Date shall be required to make the representations andagreements set forth in a subscription agreement in form and substance satisfactory to the InitialPurchaser and each Person who becomes an owner of a Certificated Subordinated Note thereaftershall be required to make the representations and agreements set forth in Exhibit B3 and Exhibit B7. Each Person who becomes an owner of a Global Subordinated Note on the Closing Date or the Refinancing Date shall be required to make the representations and agreements set forth in asubscription agreement in form and substance satisfactory to the Initial Purchaser, except asotherwise agreed with the Initial Purchaser. Each Person who becomes an owner of aCertificated Secured Note on the Closing Date shall be required to make the representations andagreements set forth in a subscription agreement in form and substance satisfactory to the InitialPurchaser and each person who becomes an owner of Certificated Secured Note thereafter shallbe required to make the representations and agreements set forth in Exhibit B4B. In addition,each purchaser of a Global Class E Note, a Global Class F-R Note or a Global SubordinatedNote on the Closing Date or the Refinancing Date shall be required to make the representationsand agreements set forth in a certificate in which it will certify as to its status under ERISA.Subject to Section 2.2(b)(ii), an IAI who is also a QIB may acquire an interest in a Rule 144AGlobal Secured Note. No U.S. person may at any time acquire an interest in a Regulation SGlobal Secured Note or a Regulation S Global Subordinated Note.

Any purported transfer of a Note not in accordance with this Section 2.6(l)shall be null and void and shall not be given effect for any purpose whatsoever.

To the extent required by the Issuer, as determined by the Issuer or the(m)Collateral Manager on behalf of the Issuer, the Issuer may, upon written notice to the Trustee,impose additional transfer restrictions on the Subordinated Notes to comply with the Uniting andStrengthening America by Providing Appropriate Tools Required to Intercept and ObstructTerrorism Act of 2001 and other similar laws or regulations, including, without limitation,

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requiring each transferee of a Subordinated Note to make representations to the Issuer inconnection with such compliance.

The Trustee and the Issuer shall be entitled to conclusively rely on any(n)transfer certificate delivered pursuant to this Section 2.6 and shall be able to presumeconclusively the continuing accuracy thereof, in each case without further inquiry orinvestigation.

Mutilated, Defaced, Destroyed, Lost or Stolen Note. If (a) anySection 2.7mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to theApplicable Issuers, the Trustee and the relevant Transfer Agent evidence to their reasonablesatisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to theApplicable Issuers, the Trustee and such Transfer Agent, and any agent of the ApplicableIssuers, the Trustee and such Transfer Agent, such security or indemnity as may be reasonablyrequired by them to save each of them harmless, then, in the absence of notice to the ApplicableIssuers, the Trustee or such Transfer Agent that such Note has been acquired by a ProtectedPurchaser, the Applicable Issuers shall execute and, upon Issuer Order (which Issuer Order shall,in connection with a transfer of the Notes hereunder, be deemed to have been provided upon thedelivery of an executed Note to the Trustee), the Trustee shall authenticate and deliver, in lieu ofany such mutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor (includingthe 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 paidon the mutilated, defaced, destroyed, lost or stolen Note and bearing a number notcontemporaneously outstanding.

If, after delivery of such new Note, a Protected Purchaser of the predecessor Notepresents for payment, transfer or exchange such predecessor Note, the Applicable Issuers, theTransfer Agent and the Trustee shall be entitled to recover such new Note from the Person towhom it was delivered or any Person taking therefrom, and shall be entitled to recover upon thesecurity or indemnity provided therefor to the extent of any loss, damage, cost or expenseincurred by the Applicable Issuers, the Trustee and the Transfer Agent in connection therewith.

In case any such mutilated, defaced, destroyed, lost or stolen Note has becomedue and payable, the Applicable Issuers in their discretion may, instead of issuing a new Notepay such Note without requiring surrender thereof except that any mutilated or defaced Noteshall be surrendered.

Upon the issuance of any new Note under this Section 2.7, the Applicable Issuers,the Trustee or the applicable Transfer Agent may require the payment by the Holder thereof of asum sufficient to cover any tax or other governmental charge that may be imposed in relationthereto and any other expenses (including the fees and expenses of the Trustee) connectedtherewith.

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 contractualobligation of the Applicable Issuers and such new Note shall be entitled, subject to the second

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paragraph of this Section 2.7, to all the benefits of this Indenture equally and proportionatelywith any and all other Notes of the same Class duly issued hereunder.

The provisions of this Section 2.7 are exclusive and shall preclude (to the extentlawful) all other rights and remedies with respect to the replacement or payment of mutilated,defaced, destroyed, lost or stolen Notes.

Payment of Principal and Interest and Other Amounts; Principal Section 2.8and Interest Rights Preserved. (a) The Secured Notes of each Class shall accrue interest duringeach Interest Accrual Period at the applicable Note Interest Rate and such interest shall bepayable in arrears on each Payment Date in the case of the Secured Notes, on the AggregateOutstanding Amount thereof on the first day of the related Interest Accrual Period (after givingeffect to payments of principal thereof on such date). Payment of interest on each Class ofSecured Notes (and distributions of Interest Proceeds to the Holders of the Subordinated Notes)shall be subordinated to the payments of interest on the related Priority Classes. So long as anyPriority Classes are Outstanding with respect to any Class of Deferred Interest Notes, anyinterest due on such Class of Deferred Interest Notes which is not available to be paid inaccordance with the Priority of Payments on any Payment Date, or if such interest is not paid inorder to satisfy the Coverage Tests (such unpaid amounts, "Deferred Interest" with respectthereto), shall not be considered "due and payable" for the purposes of Section 5.1(a) (and thefailure to pay such interest shall not be an Event of Default) until the earliest of (i) the PaymentDate on which Interest Proceeds are available to pay such amounts in accordance with thePriority of Payments, (ii) the Redemption Date with respect to such Class of Deferred InterestNotes, and (iii) the Stated Maturity of such Class of Deferred Interest Notes. Deferred Intereston any Class of Deferred Interest Notes shall not be added to the principal balance of such Class.Deferred Interest shall be payable on the first Payment Date on which funds are available to beused for such purpose in accordance with the Priority of Payments, but in any event no later thanthe earlier of (i) the Redemption Date with respect to such Class of Deferred Interest Notes, and(ii) the Stated Maturity of such Class of Deferred Interest Notes. Interest shall cease to accrueon each Secured Note, or in the case of a partial repayment, on such part, from the date ofrepayment or the respective Stated Maturity unless payment of principal is improperly withheldor unless default is otherwise made with respect to such payments of principal. To the extentlawful and enforceable, (x) interest on Deferred Interest with respect to any Class of DeferredInterest Notes shall accrue at the Note Interest Rate for such Class until paid as provided hereinand (y) the interest on any Class A Note or Class B Note or, if no Class A Notes or Class BNotes are Outstanding, any Class C Note or, if no Class A Notes, Class B Notes or Class CNotes are Outstanding, any Class D Note or, if no Class A Notes, Class B Notes, Class C Notesor Class D Notes are Outstanding, any Class E Note or, if no Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are Outstanding, any Class F-R Note that is notpaid when due shall accrue at the Note Interest Rate for such Class until paid as provided herein.

The principal of each Secured Note of each Class matures at par and is(b)due and payable on the Payment Date which is the Stated Maturity for such Class of SecuredNotes, unless the unpaid principal of such Secured Note becomes due and payable at an earlierdate by declaration of acceleration, call for redemption or otherwise. Notwithstanding theforegoing, the payment of principal of each Class of Secured Notes (and distributions ofPrincipal Proceeds to the Holders of the Subordinated Notes) may only occur (other than

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amounts constituting Deferred Interest thereon which shall be payable from Interest Proceedspursuant to Section 11.1(a)(i)) after principal and interest on each Class of Notes that constitutesa Priority Class with respect to such Class has been paid in full and is subordinated to thepayment on each Payment Date of the principal and interest due and payable on such PriorityClass(es), and other amounts in accordance with the Priority of Payments, and any payment ofprincipal of any Class of Secured Notes which is not paid, in accordance with the Priority ofPayments, on any Payment Date (other than the Payment Date which is the Stated Maturity ofsuch Class or any Redemption Date), shall not be considered "due and payable" for purposes ofSection 5.1(a) until the Payment Date on which such principal may be paid in accordance withthe Priority of Payments or all of the Priority Classes with respect to such Class have been paidin full.

Principal payments on each Class of Notes shall be made in accordance(c)with the Priority of Payments and Section 9.1.

The Co-Issuers shall require the previous delivery of properly completed(d)and signed applicable tax certifications (generally, in the case of U.S. federal income tax, an IRSForm W-9 (or applicable successor form) in the case of a "United States person" within themeaning of Section 7701(a)(30) of the Code, the applicable IRS Form W-8 (or applicablesuccessor form) in the case of a Person that is not a "United States person" within the meaning ofSection 7701(a)(30) of the Code), any successors to such forms, or any other certificationacceptable to it to enable the Issuer, the Co-Issuer, the Trustee and any Paying Agent (including,in each case, as any such other party may instruct) to determine their duties and liabilities withrespect to any taxes or other charges that they may be required to pay, deduct or withhold frompayments in respect of such Note or the Holder or beneficial owner of such Note under anypresent or future law or regulation of the Cayman Islands, the United States, any otherjurisdiction or any political subdivision thereof or taxing authority therein or to comply with anyreporting or other requirements under any such law or regulation. The Co-Issuers shall not beobligated to pay any additional amounts to the Holders or beneficial owners of the Notes as aresult of deduction or withholding for or on account of any present or future taxes, duties,assessments or governmental charges with respect to the Notes. Nothing herein shall beconstrued to impose upon the Paying Agent a duty to determine the duties, liabilities orresponsibilities of any other party described herein under any applicable law or regulation.

Payments in respect of interest on and principal of any Secured Note and(e)any payment with respect to any Subordinated Note shall be made by the Trustee or by a PayingAgent in United States dollars to DTC or its designee with respect to a Global Note and to theHolder or its nominee with respect to a Certificated Note or a Definitive Note, by wire transfer,as directed by the Holder, in immediately available funds to a United States dollar account, asthe case may be, maintained by DTC or its nominee with respect to a Global Note, and to theHolder or its designee with respect to a Certificated Note or a Definitive Note, provided that inthe case of a Certificated Note or Definitive Note, the Holder thereof shall have provided writtenwiring instructions to the Trustee or the applicable Paying Agent, on or before the related RecordDate; and provided, further, that if appropriate instructions for any such wire transfer are notreceived by the related Record Date, then such payment shall be made by check drawn on a U.S.bank mailed to the address of the Holder specified in the Register. Upon final payment due onthe Maturity of a Note, the Holder thereof shall present and surrender such Note at the Corporate

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Trust Office of the Trustee on or prior to such Maturity; provided, however, that if the Trusteeand the Applicable Issuers shall have been furnished such security or indemnity as may berequired by them to save each of them harmless and an undertaking thereafter to surrender suchcertificate, then, in the absence of notice to the Applicable Issuers or the Trustee that theapplicable Note has been acquired by a bona fide purchaser, such final payment shall be madewithout presentation or surrender. None of the Co-Issuers, the Trustee, the Collateral Manager,nor any Paying Agent shall have any responsibility or liability for any aspects of the recordsmaintained by DTC, Euroclear, Clearstream or any of the Agent Members relating to or forpayments made thereby on account of beneficial interests in a Global Note. In the case whereany final payment of principal and interest is to be made on any Secured Note (other than on theStated Maturity thereof) or any final payment is to be made on any Subordinated Note (otherthan on the Stated Maturity thereof), the Trustee, in the name and at the expense of theApplicable Issuers shall, not more than 30 nor less than 10 days prior to the date on which suchpayment is to be made, mail (by first class mail, postage prepaid) to the Persons entitled theretoat their addresses appearing on the Register a notice which shall specify the date on which suchpayment shall be made, the amount of such payment per U.S.$100,000 original principal amountof Secured Notes, original principal amount of Subordinated Notes and the place where suchNotes may be presented and surrendered for such payment.

Payments of principal to Holders of the Secured Notes of each Class shall(f)be made in the proportion that the Aggregate Outstanding Amount of the Notes of such Classregistered in the name of each such Holder on the applicable Record Date bears to the AggregateOutstanding Amount of all Notes of such Class on such Record Date. Payments to the Holdersof the Subordinated Notes from Interest Proceeds and Principal Proceeds shall be made in theproportion that the Aggregate Outstanding Amount of the Subordinated Notes registered in thename of each such Holder on the applicable Record Date bears to the Aggregate OutstandingAmount of all Subordinated Notes on such Record Date.

Interest accrued with respect to the Floating Rate Notes shall be calculated(g)on the basis of the actual number of days elapsed in the applicable Interest Accrual Period (or,for each calculation during the first Interest Accrual Period, the related portion thereof) dividedby 360. Interest on the Fixed Rate Notes will be calculated on the basis of a 360 day yearconsisting of twelve 30 day months. If a Re-Pricing or a Refinancing of the Secured Notes inpart by Class occurs on a Re-Pricing Date or Redemption Date, as applicable, that is not aPayment Date, the Note Interest Rate with respect to each Re-Priced Class or each Class subjectto a redemption for the Interest Accrual Period in which the Re-Pricing or Refinancing occursshall be equal to (i) for the period from (and including) the first day of such Interest AccrualPeriod to (but excluding) the Re-Pricing Date or Redemption Date, the Note Interest Rate forsuch Class as in effect immediately prior to giving effect to the Re-Pricing or Refinancing and(ii) for the remainder of such Interest Accrual Period, the rate equal to LIBOR for such InterestAccrual Period plus the Re-Pricing Rate (or, in the case of the Fixed Rate Notes, solely theRe-Pricing Rate) for such Class or the spread over LIBOR (or Note Interest Rate in the case ofthe Fixed Rate Notes) of the class of obligations providing the Refinancing (as applicable).

All reductions in the principal amount of a Class of Notes (or one or more(h)predecessor Notes) effected by payments of installments of principal made on any Payment Dateor Redemption Date shall be binding upon all future Holders of such Note and of any Note

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issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whetheror not such payment is noted on such Note.

Notwithstanding any other provision of this Indenture, the obligations of(i)the Issuer and Co-Issuer under the Notes and this Indenture are limited recourse or non-recourseobligations of the Issuer and Co-Issuer, as applicable, payable solely from the Assets andfollowing realization of the Assets, and application of the proceeds thereof in accordance withthis Indenture, all obligations of and any claims against the Co-Issuers hereunder or inconnection herewith after such realization shall be extinguished and shall not thereafter revive.The Subordinated Notes are not secured hereunder. No recourse shall be had against anyOfficer, director, employee, shareholder or incorporator of either the Co-Issuers, the IncomeNote Issuer, the Collateral Manager or their respective successors or assigns for any amountspayable under the Notes or (except as otherwise provided herein or in the CollateralManagement Agreement) this Indenture. It is understood that the foregoing provisions of thisparagraph (i) shall not (x) prevent recourse to the Assets for the sums due or to become dueunder any security, instrument or agreement which is part of the Assets or (y) constitute awaiver, release or discharge of any indebtedness or obligation evidenced by the Notes or securedby this Indenture until such Assets have been realized. It is further understood that the foregoingprovisions of this paragraph (i) shall not limit the right of any Person to name the Issuer or theCo-Issuer as a party defendant in any Proceeding or in the exercise of any other remedy underthe Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment orseeking personal liability shall be asked for or (if obtained) enforced against any such Person orentity.

Subject to the foregoing provisions of this Section 2.8, each Note(j)delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu ofany other Note shall carry the rights of unpaid interest and principal (or other applicable amount)that were carried by such other Note.

Persons Deemed Owners. The Issuer, the Co-Issuer, the Trustee,Section 2.9and any agent of the Issuer, Co-Issuer or the Trustee may treat as the owner of such Note thePerson in whose name any Note is registered on the Register on the applicable Record Date forthe purpose of receiving payments of principal of and interest on such Note and on any otherdate for all other purposes whatsoever (whether or not such Note is overdue), and neither theIssuer, the Co-Issuer nor the Trustee nor any agent of the Issuer, the Co-Issuer or the Trusteeshall be affected by notice to the contrary.

Surrender of Notes; Cancellation. (a) Any Holder may tender anySection 2.10Notes or beneficial interests in Notes owned by such Holder for cancellation by the Trusteewithout receiving any payment (any such surrendered Notes or beneficial interests in Notes,"Surrendered Notes"). For the avoidance of doubt, Notes surrendered by the Issuer afterpurchase pursuant to Section 2.14 shall not constitute "Surrendered Notes." The Issuer shallprovide notice to the Co-Issuer, the Trustee and the Rating Agencies of any Surrendered Notestendered to it and the Trustee shall provide notice to the Applicable Issuers of any SurrenderedNote tendered to it. Any such Surrendered Notes shall be submitted to the Trustee forcancellation; provided that, for purposes of calculation of the Overcollateralization Ratio and theInterest Diversion Test and any calculation required by Section 5.1(f), any Surrendered Notes

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will be deemed to remain outstanding until all Notes of the applicable Class and each Class thatis senior in right of principal payment thereto in the Note Payment Sequence have been retired orredeemed, having an Aggregate Outstanding Amount equal to the Aggregate OutstandingAmount as of the date of surrender, reduced proportionately with, and to the extent of, anypayments of principal on Notes of the same Class thereafter.

(b) All Surrendered Notes and Notes that are surrendered for payment,registration of transfer, exchange or redemption, surrendered by the Issuer following purchasepursuant to Section 2.14, or deemed lost or stolen shall be promptly cancelled by the Trusteeand may not be reissued or resold; provided that, in the event an anticipated OptionalRedemption or Partial Redemption by Refinancing does not occur, Notes that are delivered inconnection with such anticipated Optional Redemption or Partial Redemption by Refinancingshall be returned by the Trustee to the Person surrendering the same. Any such Notes shall, ifsurrendered to any Person other than the Trustee, be delivered to the Trustee. No Notes shall beauthenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.10,except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall bedestroyed by the Trustee in accordance with its standard policy, unless the Co-Issuers shall directby an Issuer Order received prior to destruction that they be returned to the Co-Issuers.

Definitive Notes. (a) A Global Note deposited with DTC pursuantSection 2.11to Section 2.2 shall be transferred in the form of a Definitive Note to the beneficial ownersthereof only if such transfer complies with Section 2.6 and either (i) DTC notifies the Co-Issuersthat it is unwilling or unable to continue as depository for such Global Note or (ii) at any timeDTC ceases to be a Clearing Agency registered under the Exchange Act and, in each case, asuccessor depository is not appointed by the Co-Issuers within 90 days after such notice. Inaddition, the owner of a beneficial interest in a Global Note shall be entitled to receive aDefinitive Note in exchange for such interest if an Event of Default has occurred and iscontinuing.

Any Global Note that is transferable in the form of a Definitive Note to(b)the beneficial owners thereof pursuant to this Section 2.11 shall be surrendered by DTC to theTrustee's designated office located in the United States to be so transferred, in whole or fromtime to time in part, without charge, and the Applicable Issuers shall execute and the Trusteeshall authenticate and deliver, upon such transfer of each portion of such Global Note, an equalaggregate principal amount of definitive physical certificates (pursuant to the instructions ofDTC) (each such note, a "Definitive Note") in Authorized Denominations. Any Definitive Notedelivered in exchange for an interest in a Global Note shall, except as otherwise provided bySection 2.6(g), 2.6(h) and 2.6(i), bear the legends set forth in the applicable Exhibit A and shallbe subject to the transfer restrictions referred to in such legends.

Subject to the provisions of paragraph (b) of this Section 2.11, the Holder(c)of a Global Note may grant proxies and otherwise authorize any Person, including AgentMembers and Persons that may hold interests through Agent Members, to take any action whicha Holder is entitled to take under this Indenture or the Notes.

In the event of the occurrence of either of the events specified in(d)subclauses (i) and (ii) of subsection (a) of this Section 2.11, the Co-Issuers shall promptly make

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available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registeredform without interest coupons.

The Definitive Notes shall be in substantially the same form as the correspondingGlobal Notes with such changes therein as the Issuer and Trustee shall agree. In the event thatDefinitive Notes are not so issued by the Issuer to such beneficial owners of interests in GlobalNotes as required by Section 2.11(a), the Issuer expressly acknowledges that the beneficialowners shall be entitled to pursue any remedy that the Holder of a Global Note would be entitledto pursue in accordance with Article 5 of this Indenture (but only to the extent of such beneficialowner's interest in the Global Note) as if Definitive Notes had been issued. Neither the Trusteenor the Registrar shall be liable for any delay in the delivery of directions from DTC and mayconclusively rely on, and shall be fully protected in relying on, such direction as to the names ofbeneficial owners in whose names such Definitive Notes shall be registered or as to deliveryinstructions for such Definitive Notes.

Notes Beneficially Owned by Persons Not QIB/QPs or IAI/QPs or Section 2.12in Violation of ERISA Representations. (a) Notwithstanding anything to the contrary elsewherein this Indenture, any transfer of a beneficial interest in any Note to a U.S. person that is not (i)in the case of a Rule 144A Global Secured Note, a QIB/QP, or (ii) in the case of a CertificatedNote, an IAI/QP or a QIB/QP and, in each case that is not made pursuant to an applicableexemption under the Securities Act and the Investment Company Act shall be null and void andany such purported transfer of which the Issuer, the Co-Issuer or the Trustee shall have noticemay be disregarded by the Issuer, the Co-Issuer and the Trustee for all purposes.

If (x) any U.S. person that is not a QIB/QP becomes the beneficial owner(b)of an interest in any Rule 144A Global Secured Note or Rule 144A Global Subordinated Note or(y) any U.S. person that is not a QIB/QP or an IAI/QP becomes the holder or beneficial owner ofa Certificated Subordinated Note or a Certificated Secured Note, and in each case does not havean exemption available under the Securities Act and the Investment Company Act (any suchperson a "Non-Permitted Holder"), the Issuer shall, promptly after discovery that such person isa Non-Permitted Holder by the Issuer, the Co-Issuer or the Trustee (and notice to the Issuer bythe Trustee if a Trust Officer of the Trustee obtains actual knowledge or by the Co-Issuer if itobtains actual knowledge (who, in each case, agree to notify the Issuer of such discovery, ifany)), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holdertransfer its interest in the Notes to a Person that is not a Non-Permitted Holder within 30 days ofthe date of such notice. If such Non-Permitted Holder fails to so transfer such Notes, the Issuershall have the right, without further notice to the Non-Permitted Holder, to sell such Notes orinterest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder onsuch terms as the Issuer may choose. The Issuer, or the Collateral Manager (on its own or actingthrough an investment bank selected by the Collateral Manager at the Issuer's expense) acting onbehalf of the Issuer, may select the purchaser by soliciting one or more bids from one or morebrokers or other market professionals that regularly deal in securities similar to the Notes, andsell such Notes to the highest such bidder; provided that the Issuer may select a purchaser by anyother method determined by it in its sole discretion. The Holder of each Note, theNon-Permitted Holder and each other Person in the chain of title from the Holder to theNon-Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with theIssuer, the Collateral Manager and the Trustee to effect such transfers. The proceeds of such

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sale, net of any commissions, expenses and taxes due in connection with such sale shall beremitted to the Non-Permitted Holder. The terms and conditions of any sale under thissubsection shall be determined in the sole discretion of the Issuer, and the Issuer shall not beliable to any Person having an interest in the Notes sold as a result of any such sale or theexercise of such discretion.

If any Person shall become the beneficial owner of a Note who has made(c)or is deemed to have made a prohibited transaction, Benefit Plan Investor, Controlling Person,Other Plan Law or Similar Law representation that is subsequently shown to be false ormisleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation(any such Person a "Non-Permitted ERISA Holder"), the Issuer shall, promptly after discoverythat such Person is a Non-Permitted ERISA Holder by the Issuer (or upon notice to the Issuerfrom the Trustee if it obtains actual knowledge), send notice to such Non-Permitted ERISAHolder demanding that such Non-Permitted ERISA Holder transfer its interest to a Person that isnot a Non-Permitted ERISA Holder within 10 days after the date of such notice. If suchNon-Permitted ERISA Holder fails to so transfer its interest in such Notes, the Issuer shall havethe right, without further notice to the Non-Permitted ERISA Holder, to sell its interest in suchNotes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on suchterms as the Issuer may choose. The Issuer may select the purchaser by soliciting one or morebids from one or more brokers or other market professionals that regularly deal in securitiessimilar to the Notes, as applicable, and selling such Notes, as applicable, to the highest suchbidder; provided that the Issuer may select a purchaser by any other method it determines in itssole discretion. The holder and beneficial owner of each Note, as applicable, the Non-PermittedERISA Holder and each other Person in the chain of title from the holder to the Non-PermittedERISA Holder, by its acceptance of an interest in the Notes agrees to cooperate with the Issuer toeffect such transfers. The proceeds of such sale, net of any commissions, expenses and taxes duein connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The termsand conditions of any sale under this subsection shall be determined in the sole discretion of theIssuer, and none of the Issuer, the Co-Issuer, the Trustee or the Collateral Manager shall be liableto any Person having an interest in the Notes sold as a result of any such sale or the exercise ofsuch discretion.

Tax Treatment; Tax Certifications.Section 2.13

Each Holder (including, for purposes of this Section 2.13, any beneficial(a)owner of Notes) will treat the Issuer, the Co-Issuer, and the Notes as described in the "CertainU.S. Federal Income Tax Considerations" section of the Offering Circular for all U.S. federal,state and local income tax purposes and will take no action inconsistent with such treatmentunless required by law.

Each Holder will timely furnish the Issuer or its agents any tax forms or(b)certifications (such as an applicable IRS Form W-8 (together with appropriate attachments), IRSForm W-9, or any successors to such IRS forms) that the Issuer may reasonably request (A) topermit the Issuer or its agents to make payments to it without, or at a reduced rate of, deductionor withholding, (B) to enable the Issuer or its agents to qualify for a reduced rate of withholdingor deduction in any jurisdiction from or through which the Issuer or its agents receive payments,and (C) to enable the Issuer or its agents to satisfy reporting and other obligations under the

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Code, Treasury regulationsRegulations and any other applicable law, and will update or replacesuch forms or certifications as appropriate or in accordance with its terms or subsequentamendments thereto. Each Holder acknowledges that the failure to provide, update or replaceany such forms or certifications may result in the imposition of withholding or back-upwithholding upon payments to such Holder, or to the Issuer. Amounts withheld pursuant toapplicable tax laws by the Issuer or its agents will be treated as having been paid to a Holder bythe Issuer.

Each Holder will provide the Issuer or its agents with any Holder FATCA(c)Information that may be required for the Issuer to comply with FATCA and the Cayman FATCA Legislation and to prevent the imposition of U.S. federal withholding tax under FATCA onpayments to or for the benefit of the Issuer. In the event such Holder fails to provide suchinformation or documentation, or to the extent that its ownership of Notes would otherwise causethe Issuer to be subject to any tax under FATCA, (A) the Issuer (and any agent acting on itsbehalf) is authorized to withhold amounts otherwise distributable to it as compensation for anytax imposed under FATCA as a result of such failure or the Holder's ownership, and (B) to theextent necessary to avoid an adverse effect on the Issuer as a result of such failure or the Holder'sownership, the Issuer will have the right to compel the Holder to sell its Notes, and, if the Holderdoes not sell its Notes within 10 Business Days after notice from the Issuer or its agents, theIssuer will have the right to sell such Notes at a public or private sale called and conducted inany manner permitted by law, and to remit the net proceeds of such sale (taking into account anytaxes incurred by the Issuer in connection with such sale) to the Holder as payment in full forsuch Notes. The Issuer may also assign each such Note a separate CUSIP or CUSIPs in theIssuer's sole discretion. Each Holder agrees that the Issuer, the Trustee or their agents orrepresentatives may (1) provide any information and documentation concerning its investment inits Notes to the Cayman Islands Tax Information Authority, the U.S. Internal Revenue Serviceand any other relevant tax authority and (2) take such other steps as they deem necessary orhelpful to ensure that the Issuer complies with FATCA and the Cayman FATCA Legislation orany other applicable laws.

Each Holder of a Class E Note, Class F-R Note or Subordinated Note, (A)(d)if it is not a "United States person" (as defined in Section 7701(a)(30) of the Code), representsthat it:

is not a bank (within the meaning of Section 881(c)(3)(A) of the Code),(i)and

is not purchasing the Note in order to reduce its U.S. federal income tax(ii)liability pursuant to a tax avoidance plan;

(B) If it is not a "United States person" (as defined in Section 7701(a)(30) of theCode), it will not (i) treat its income in respect of such Notes as effectively connectedwith the conduct of a trade or business in the United States for U.S. federal income taxpurposes, or (ii) provide to the Issuer or its agents an IRS Form W-8ECI (or successorform) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (orsuccessor form) is attached;

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(C) It will provide the Issuer with certifications necessary to establish that it is notsubject to U.S. federal withholding tax under FATCA with respect to such Notes;

(D) It will not (1) acquire or directly or indirectly sell, encumber, assign, participate,pledge, hypothecate, rehypothecate, exchange, or otherwise dispose of, suffer thecreation of a lien on, or transfer or convey in any manner (each, a "Transfer") such Notes(or any interest therein that is described in Treasury regulations sectionRegulations Section 1.7704-1(a)(2)(i)(B)) on or through (x) a United States national, regional or localsecurities exchange, (y) a foreign securities exchange or (z) an interdealer quotationsystem that regularly disseminates firm buy or sell quotations by identified brokers ordealers ((x), (y) and (z), collectively, an "Exchange") or (2) cause any of such Notes orany interest therein to be marketed on or through an Exchange;

(E) It will not enter into any financial instrument payments on which are, or the valueof which is, determined in whole or in part by reference to such Notes or the Issuer(including the amount of Issuer distributions on such Notes, the value of the Issuer'sassets, or the result of the Issuer's operations), or any contract that otherwise is describedin Treasury regulations sectionRegulations Section 1.7704-1(a)(2)(i)(B);

(F) If it is, for U.S. federal income tax purposes, a partnership, grantor trust or Scorporation, then less than 50% of the value of any person's interest in it will beattributable to such Notes; and

(G) It will not Transfer all or any portion of its Notes unless: (1) the Person to whichit Transfers such Notes agrees or is deemed to agree to be bound by the restrictions,conditions, representations, warrants, and covenants set forth in this paragraph, and (2)such Transfer does not violate this paragraph.

Any Transfer made in violation of this paragraph will be void and of no force or effect,and will not bind or be recognized by the Issuer or any other Person, and no Person towhich such Notes are Transferred shall become a Holder unless such Person agrees to bebound by this paragraph. However, notwithstanding the immediately preceding sentence,a Transfer in violation of provisions (D), (E), (F), or (G) shall be permitted if the Trusteereceives written advice or an opinion from Paul Hastings LLP or Dechert LLP, or anopinion from another nationally recognized U.S. tax counsel experienced in such matters,to the effect that the Transfer will not cause the Issuer to be treated as a "publicly tradedpartnership" taxable as a corporation for U.S. federal income tax purposes.

Each Holder of Subordinated Notes, if it owns more than 50% of the(e)Subordinated Notes by value or the Holder, its beneficial owner (or any direct or indirect owner of the foregoing) is otherwise treated as a member of the Issuer's "expanded affiliated group" (asdefined in Treasury regulations sectionRegulations Section 1.1471-5T(i) (or any successorprovision)), represents that it will (A) confirm that any member of such expanded affiliatedgroup (assuming that each of the Issuer and any Issuer Subsidiary is a "participatingregistered deemed-compliant FFI" within the meaning of Treasury regulations sectionRegulations Section1.1471-1T(b)(91111) (or any successor provision)) that is treated as a "foreign financial

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institution" within the meaning of Section 1471(d)(4) of the Code and any TreasuryregulationsRegulations promulgated thereunder is either a "participating FFI", a "registered deemed-compliant FFI" or an "exempt beneficial owner" within the meaning of Treasuryregulations sectionRegulations Section 1.1471-4T(e) (or any successor provision), and (B)promptly notify the Issuer in the event that any member of such expanded affiliated group that istreated as a "foreign financial institution" within the meaning of Section 1471(d)(4) of the Codeand any Treasury regulationsRegulations promulgated thereunder is not either a "participatingFFI", a "registered deemed-compliant FFI" or an "exempt beneficial owner" within the meaningof Treasury regulations sectionRegulations Section 1.1471-4T(e) (or any successor provision), ineach case except to the extent that the Issuer or its agents have provided such Holder with anexpress waiver of this requirement.

Each Holder of a Note, by acceptance of such Note or an interest in such (f)Note, shall be deemed to agree that if, for U.S. federal income tax purposes (a) the Issuer is treated as a "controlled partnership" with respect to an expanded group that includes such Holder as a result of (i) the purchase of Subordinated Notes by such Holder, (ii) the purchase of Subordinated Notes by an affiliate of such Holder, or (iii) a Holder of Subordinated Notes becoming a member of the expanded group that includes such Holder within the meaning of regulations issued under section 385 of the Code, (b) the Issuer issues or is deemed to issue new Secured Notes in a Refinancing, Re-Pricing or pursuant to the issuance of Additional Notes, which Secured Notes are held by a member of the Holder's expanded group and are recharacterized in whole or part under those regulations as giving rise to the issuance of equity by the Holder or an affiliate thereof, and (c) the Issuer determines in its commercially reasonable judgment based upon written advice of nationally recognized tax counsel (a summary of which shall be provided to the Holders of Subordinated Notes) that it or the Trustee is or would be liable to withhold taxes on payments or deemed payments on such equity, then each member of the Holder's expanded group that holds Notes shall promptly indemnify the Issuer and the Trustee upon request for such taxes, and any related interest, penalties, damages, costs and expenses.

Issuer Purchase of Secured Notes.Section 2.14

Notwithstanding anything to the contrary in this Indenture, the Collateral(a)Manager, on behalf of the Issuer, may conduct purchases of the Secured Notes, in whole or inpart, in accordance with, and subject to, the terms and conditions set forth in Section 2.14(b)below, by disbursing Available Purchase Amounts for purchases of Secured Notes in accordancewith the provisions described in this Section 2.14. The Trustee shall cancel in accordance withSection 2.10 any such purchased Secured Notes surrendered to it for cancellation or, in the caseof any Global Notes, the Trustee shall decrease the Aggregate Outstanding Amount of suchGlobal Notes in its records by the original principal amount of the purchased Secured Notes, andinstruct DTC or its nominee, as the case may be, to conform its records. The Issuer shall providenotice to the Rating Agencies of any such purchases of Secured Notes.

No purchases of the Secured Notes by, or on behalf of, the Issuer may(b)occur without the consent of a Majority of the Subordinated Notes and unless each of thefollowing conditions are satisfied:

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such purchases of Secured Notes shall occur in the following sequential(i)order of priority: first, the Class A-1-R Notes, until the Class A-1-R Notes are retired infull; second, the Class A-2-R Notes, until the Class A-2-R Notes are retired in full; third,the Class B Notes, until the Class B Notes are retired in full; provided, that the Class B-1 Notes and the Class B-2 Notes shall be purchased pro rata based on the Aggregate Outstanding Amount of each such Class; thirdfourth, the Class C Notes, until the Class CNotes are retired in full; fourthfifth, the Class D Notes, until the Class D Notes are retiredin full; and fifthsixth, the Class E Notes, until the Class E Notes are retired in full; and seventh, the Class F-R Notes, until the Class F-R Notes are retired in full;

(1) each such purchase of Secured Notes of any Class shall be made(ii)pursuant to an offer made to all Holders of the Secured Notes of such Class, by notice tosuch Holders, which notice shall specify the purchase price (as a percentage of par) atwhich such purchase will be effected, the maximum amount of Principal Proceeds thatwill be used to effect such purchase and the length of the period during which such offerwill be open for acceptance, (2) each such Holder shall have the right, but not theobligation, to accept such offer in accordance with its terms and (3) if the AggregateOutstanding Amount of Notes of the relevant Class held by Holders who accept suchoffer exceeds the amount of Principal Proceeds specified in such offer, a portion of theSecured Notes of each accepting holder shall be purchased pro rata based on therespective principal amount held by each such holder;

each such purchase shall be effected only at prices at or below par;(iii)

each such purchase of Secured Notes shall occur during the Reinvestment(iv)Period and shall be effected with Principal Proceeds;

each Coverage Test is (x) satisfied immediately prior to each such(v)purchase and will be satisfied after giving effect to such purchase or (y) maintained orimproved after giving effect to each such purchase;

no Event of Default shall have occurred and be continuing;(vi)

any Secured Notes to be purchased shall be surrendered to the Trustee for(vii)cancellation in accordance with Section 2.10;

each such purchase will otherwise be conducted in accordance with(viii)applicable law; and

the Trustee has received an Officer's certificate of the Collateral Manager(ix)to the effect that the conditions in Section 2.14(b)(i) through (viii) have been satisfied.

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ARTICLE III

CONDITIONS PRECEDENT

Conditions to Issuance of Notes on Closing Date. (a) The NotesSection 3.1to be issued on the Closing Date shall be executed by the Applicable Issuers and delivered to theTrustee for authentication and thereupon the same shall be authenticated and delivered by theTrustee, upon Issuer Order and upon receipt by the Trustee of the following:

Officers' Certificates of the Co-Issuers Regarding Corporate Matters. An(i)Officer's certificate of each of the Co-Issuers (A) evidencing the authorization by BoardResolution of the execution and delivery of this Indenture, the Note Purchase Agreement,and, in the case of the Issuer, the Collateral Management Agreement, the CollateralAdministration Agreement, any Hedge Agreements and related transaction documentsand in each case the execution, authentication and delivery of the Notes applied for by itand specifying the Stated Maturity, principal amount and Note Interest Rate of each Classof Secured Notes to be authenticated and delivered and the Stated Maturity and principalamount of Subordinated Notes to be authenticated and delivered and (B) certifying that(1) the attached copy of the Board 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 theClosing Date and (3) the Officers authorized to execute and deliver such documents holdthe offices and have the signatures indicated thereon.

Governmental Approvals. From each of the Co-Issuers either (A) a(ii)certificate of the Applicable Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at the timehaving jurisdiction in the premises, together with an Opinion of Counsel of suchApplicable Issuer to the effect that no other authorization, approval or consent of anygovernmental body is required for the valid issuance of the Notes, or (B) an Opinion ofCounsel of the Applicable Issuer to the effect that no such authorization, approval orconsent of any governmental body is required for the valid issuance of such Notes exceptas have been given (provided that the opinions delivered pursuant to Section 3.1(a)(iii)may satisfy the requirement).

U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S.(iii)counsel to the Co-Issuers, and of Dechert LLP, special counsel to the Collateral Manager,in each case dated the Closing Date, in form and substance satisfactory to the Issuer.

Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman(iv)Islands counsel to the Issuer, dated the Closing Date, in form and substance satisfactoryto the Issuer.

Officers' Certificates of Co-Issuers Regarding Indenture. An Officer's(v)certificate of each of the Co-Issuers stating that the Applicable Issuer is not in defaultunder this Indenture and that the issuance of the Notes applied for by it shall not result ina default or a breach of any of the terms, conditions or provisions of, or constitute a

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default under, its organizational documents, any indenture or other agreement orinstrument to which it is a party or by which it is bound, or any order of any court oradministrative agency entered in any Proceeding to which it is a party or by which it maybe bound or to which it may be subject; that all conditions precedent provided in thisIndenture relating to the authentication and delivery of the Notes applied for by it havebeen complied with; and that all expenses due or accrued with respect to the Offering orrelating to actions taken on or in connection with the Closing Date have been paid orreserves therefor have been made. The Officer's certificate of the Issuer shall also statethat all of its representations and warranties contained herein are true and correct as ofthe Closing Date.

Hedge Agreements. Executed copies of any Hedge Agreement entered(vi)into by the Issuer, if any.

Collateral Management, Collateral Administration, Securities Account (vii)Control and Administration Agreements. An executed counterpart of the CollateralManagement Agreement, the Collateral Administration Agreement, the SecuritiesAccount Control Agreement and the Administration Agreement.

Certificate of the Collateral Manager. An Officer's certificate of the(viii)Collateral Manager, dated as of the Closing Date, to the effect that, to the knowledge ofthe Collateral Manager:

the Issuer has purchased or has otherwise entered into binding(A)agreements to purchase Collateral Obligations with an aggregate par amount of atleast U.S.$425,000,000 as of the Closing Date; and

each Collateral Obligation pledged to the Trustee for inclusion in(B)the Assets on the Closing Date and each Collateral Obligation that the CollateralManager on behalf of the Issuer has entered into a binding commitment topurchase, satisfies the requirements of the definition of "Collateral Obligation";and

in the case of each Collateral Obligation the Issuer has purchased(C)or entered into, or committed to purchase or enter into, each such CollateralObligation is in compliance with the Tax Guidelines.

Grant of Collateral Obligations. The Grant pursuant to the Granting(ix)Clause of this Indenture of all of the Issuer's right, title and interest in and to theCollateral Obligations pledged to the Trustee for inclusion in the Assets on the ClosingDate shall be effective, and Delivery of such Collateral Obligations (including anypromissory note and all other underlying instruments related thereto to the extentreceived by the Issuer) as contemplated by Section 3.3 shall have been effected.

Certificate of the Issuer Regarding Assets. A certificate of an Authorized(x)Officer of the Issuer, dated as of the Closing Date, to the effect that, in the case of eachCollateral Obligation pledged to the Trustee for inclusion in the Assets, on the ClosingDate and immediately prior to the Delivery thereof on the Closing Date:

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the Issuer is the owner of such Collateral Obligation free and clear(A)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 Grantedpursuant to this Indenture;

the Issuer has acquired its ownership in such Collateral Obligation(B)in good faith without notice of any adverse claim (as such term is defined inSection 8-102(a)(1) of the UCC), except as described in paragraph (A) above;

the Issuer has not assigned, pledged or otherwise encumbered any(C)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 theClosing Date) other than interests Granted pursuant to this Indenture;

the Issuer has full right to Grant a security interest in and assign(D)and pledge such Collateral Obligation to the Trustee;

based on the certificate of the Collateral Manager delivered(E)pursuant to Section 3.1(a)(viii), each Collateral Obligation included in the Assetssatisfies the requirements of the definition of "Collateral Obligation" and theAggregate Principal Balance of the Collateral Obligations that the Issuer haspurchased or has entered into binding agreements to purchase as of the ClosingDate is at least $425,000,000;

upon Grant by the Issuer, the Trustee has a first priority perfected(F)security interest in the Collateral Obligations and other Assets, except aspermitted by this Indenture; and

the requirements of Section 3.1(a)(ix) have been satisfied.(G)

Rating Letters. A letter signed by each Rating Agency confirming that(xi)each Class of Secured Notes has been assigned the applicable Initial Rating and that suchratings are in effect on the Closing Date.

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

Issuer Order for Deposit of Funds into Accounts. (A) An Issuer Order(xiii)signed in the name of the Issuer by an Authorized Officer of the Issuer, dated as of theClosing Date, authorizing the deposit of U.S.$ 194,756,648.78 from the proceeds of theissuance of the Notes into the Ramp-Up Account as Principal Proceeds for use pursuantto Section 10.3(c), (B) an Issuer Order signed in the name of the Issuer by an AuthorizedOfficer of the Issuer, dated as of the Closing Date, authorizing the deposit ofU.S.$9,262,000.00 from the proceeds of the issuance of the Notes into the ExpenseReserve Account for use pursuant to Section 10.3(d), (C) an Issuer Order signed in thename of the Issuer by an Authorized Officer of the Issuer, dated as of the Closing Date,authorizing the deposit of U.S.$2,404,000.00 from the proceeds of the issuance of theNotes into the Interest Reserve Account for use pursuant to Section 10.3(e) and (D) an

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Issuer Order signed in the name of the issuer by an Authorized Officer of the Issuer,dated as of the Closing Date, authorizing the deposit of U.S.$273,829.78 from theproceeds of the issuance of the Notes into the Unfunded Exposure Account for usepursuant to Section 10.3(f).

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

Officer's Certificate of the Issuer Regarding Plan of Merger. An Officer's(xv)Certificate of the Issuer (A) evidencing the authorization by Board Resolution of theexecution and delivery of the Plan of Merger, (B) certifying that (1) the attached copy ofthe Board Resolution is a true and complete copy thereof, (2) such resolutions have notbeen rescinded and are in full force and effect on and as of the Closing Date and (3) theOfficers authorized to execute and deliver such documents hold the offices and have thesignatures indicated thereon and (C) certifying that a portion of the proceeds from theissuance of the Notes will be used to satisfy the Issuer's obligations under the Plan ofMerger.

In connection with the execution by the Applicable Issuers of the Notes to(a)be issued on the Closing Date, the Trustee shall deliver to the Applicable Issuers an opinion ofNixon Peabody LLP, counsel to the Trustee, dated the Closing Date, in form and substancesatisfactory to the Applicable Issuers.

The Issuer shall post copies of the documents specified in Sections 3.1(a)(b)(other than the rating letters specified in clause (xi) thereof) and 3.1(b) on the 17g-5 Website assoon as practicable after the Closing Date.

Conditions to Issuance of Additional Notes. (a) Additional NotesSection 3.2to be issued on an Additional Notes Closing Date pursuant to Section 2.4 may be executed by theApplicable Issuers and delivered to the Trustee for authentication and thereupon the same shallbe authenticated and delivered to the Applicable Issuers by the Trustee upon Issuer Order andupon receipt by the Trustee of the following:

Officers' Certificates of the Co-Issuers Regarding Corporate Matters. An(i)Officer's certificate of each of the Applicable Issuers (1) evidencing the authorization byBoard Resolution of the execution and delivery of a supplemental indenture pursuant toSection 8.1(viii) and the execution, authentication and delivery of the Additional Notesapplied for by it and specifying the Stated Maturity, the principal amount and NoteInterest Rate of each Class of such Additional Notes that are Secured Notes and theStated Maturity and principal amount of the Subordinated Notes to be authenticated anddelivered, and (2) certifying that (a) the attached copy of such Board Resolution is a trueand complete copy thereof, (b) such resolutions have not been rescinded and are in fullforce and effect on and as of the Additional Notes Closing Date and (c) the Officersauthorized to execute and deliver such documents hold the offices and have thesignatures indicated thereon.

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Governmental Approvals. From each of the Applicable Issuers either (A)(ii)a certificate of the Applicable Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at the timehaving jurisdiction in the premises, together with an Opinion of Counsel of suchApplicable Issuer to the effect that no other authorization, approval or consent of anygovernmental body is required for the valid issuance of such Additional Notes, or (B) anOpinion of Counsel of the Applicable Issuer to the effect that no such authorization,approval or consent of any governmental body is required for the valid issuance of suchAdditional Notes except as have been given (provided that the opinions deliveredpursuant to Section 3.2(a)(iii) may satisfy the requirement).

U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S.(iii)counsel to the Co-Issuers or other counsel acceptable to the Trustee, dated the AdditionalNotes Closing Date, in form and substance satisfactory to the Issuer and the Trustee.

Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman(iv)Islands counsel to the Issuer, or other counsel acceptable to the Trustee, dated theAdditional Notes Closing Date, in form and substance satisfactory to the Issuer.

Officers' Certificates of Co-Issuers Regarding Indenture. An Officer's(v)certificate of each of the Applicable Issuers stating that the Applicable Issuer is not indefault under this Indenture and that the issuance of the Additional Notes applied for byit 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 otheragreement or instrument to which it is a party or by which it is bound, or any order of anycourt or administrative agency entered in any Proceeding to which it is a party or bywhich it may be bound or to which it may be subject; that all conditions precedentprovided in this Indenture and the supplemental indenture pursuant to Section 8.1(viii)relating to the authentication and delivery of the Additional Notes applied for by it havebeen complied with and that the authentication and delivery of the Additional Notes isauthorized or permitted under this Indenture and the supplemental indenture entered intoin connection with such Additional Notes; and that all expenses due or accrued withrespect to the Offering of the Additional Notes or relating to actions taken on or inconnection with the Additional Notes Closing Date have been paid or reserves thereforhave been made. The Officer's certificate of the Issuer shall also state that all of itsrepresentations and warranties contained herein are true and correct as of the AdditionalNotes Closing Date.

Irish Listing. If the Additional Notes are of a Class of Listed Notes, an(vi)Officer's certificate of the Issuer to the effect that application will be made to list suchAdditional Notes on the Irish Stock Exchange.

Notice to Rating Agencies. Unless only additional Subordinated Notes or(vii)Junior Mezzanine Notes are being issued, evidence that the Rating Agencies have beennotified with respect to such issuance of Additional Notes.

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

Prior to any Additional Notes Closing Date, the Trustee shall provide to theHolders notice of such issuance of Additional Notes as soon as reasonably practicable but in nocase less than 15 days prior to the Additional Notes Closing Date; provided, that the Trusteeshall receive such notice at least two Business Days prior to the 15th day prior to suchAdditional Notes Closing Date. On or prior to any Additional Notes Closing Date, the Trusteeshall provide to the Holders copies of any supplemental indentures executed as part of suchissuance.

Custodianship; Delivery of Collateral Obligations and Eligible Section 3.3Investments. (a) The Collateral Manager, on behalf of the Issuer, shall use commerciallyreasonable efforts to deliver or cause to be delivered to a custodian appointed by the Issuer(provided, that such custodian has a long-term debt rating of at least "Baa1" by Moody's and ashort-term credit rating of at least "A-1" and a long-term credit rating of at least "BBB+" byS&P), which shall be a Securities Intermediary (the "Custodian"), all Assets in accordance withthe definition of "Deliver"; provided, however, that in the event that the Custodian shall be theTrustee hereunder, the Custodian shall be subject to the ratings requirements set forth in Section6.8; provided, further, that if at any time the ratings of the Custodian fail to meet the requiredratings set forth above, the Issuer shall cause the assets held in such Accounts to be movedwithin 30 calendar days to another institution that satisfies such required ratings. Initially, theCustodian shall be the Trustee. Any successor custodian shall be a state or national bank or trustcompany that is not an Affiliate of the Issuer or the Co-Issuer, satisfies the requirements of aTrustee as set forth in Section 6.8 and is a Securities Intermediary. Subject to the limited right torelocate Pledged Obligations as provided in Section 7.5(b), the Trustee or the Custodian, asapplicable, shall hold (i) all Collateral Obligations, Eligible Investments, Cash and otherinvestments purchased in accordance with this Indenture and (ii) any other property of the Issuerotherwise Delivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer,in the relevant Account established and maintained pursuant to Article 10; as to which in eachcase the Trustee shall have entered into the Securities Account Control Agreement with theCustodian providing, inter alia, that the establishment and maintenance of such Account shall begoverned by a law of a jurisdiction satisfactory to the Issuer and the Trustee.

Each time that the Collateral Manager on behalf of the Issuer directs or(b)causes the acquisition of any Collateral Obligation, Eligible Investment, or other investments,the Collateral Manager (on behalf of the Issuer) shall, if the Collateral Obligation, EligibleInvestment, or other investment is required to be, but has not already been, transferred to therelevant Account, use commercially reasonable efforts to cause the Collateral Obligation,Eligible Investment, or other investment to be Delivered to the Custodian to be held in theCustodial Account (or in the case of any such investment that is not a Collateral Obligation, inthe Account in which the funds used to purchase the investment are held in accordance withArticle 10) for the benefit of the Trustee in accordance with this Indenture. The security interestof the Trustee in the funds or other property used in connection with the acquisition shall,immediately and without further action on the part of the Trustee, be released. The security

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interest of the Trustee shall nevertheless come into existence and continue in the CollateralObligation, Eligible Investment, or other investment so acquired, including all interests of theIssuer in any contracts related to and proceeds of such Collateral Obligation, EligibleInvestment, or other investment.

ARTICLE IV

SATISFACTION AND DISCHARGE

Satisfaction and Discharge of Indenture. This Indenture shall beSection 4.1discharged and shall cease to be of further effect except as to (i) rights of registration of transferand exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rightsof Holders to receive payments of principal thereof and interest thereon, (iv) the rights,protections, indemnities and immunities of the Trustee and the specific obligations set forthbelow hereunder, (v) the rights, obligations and immunities of the Collateral Manager hereunderand under the Collateral Management Agreement, (vi) the rights, protections, indemnities andimmunities of the Collateral Administrator hereunder and under the Collateral AdministrationAgreement and (vii) the rights of Holders as beneficiaries hereof with respect to the propertydeposited with the Trustee and payable to all or any of them (and the Trustee, on demand of andat the expense of the Issuer, shall execute proper instruments acknowledging satisfaction anddischarge of this Indenture) when:

(i) either:(a)

all Notes theretofore authenticated and delivered to Holders, other(A)than (1) Notes which have been mutilated, defaced, destroyed, lost or stolen andwhich have been replaced or paid as provided in Section 2.7 and (2) Notes forwhose payment Money has theretofore irrevocably been deposited in trust andthereafter repaid to the Issuer or discharged from such trust, as provided inSection 7.3, have been delivered to the Trustee for cancellation; or

all Notes not theretofore delivered to the Trustee for cancellation(B)(1) have become due and payable, or (2) shall become due and payable at theirStated Maturity within one year, or (3) are to be called for redemption pursuant toArticle 9 under an arrangement satisfactory to the Trustee for the giving of noticeof redemption by the Applicable Issuers pursuant to Section 9.5 and either (x) theIssuer has irrevocably deposited or caused to be deposited with the Trustee, intrust for such purpose, Cash or non-callable direct obligations of the United Statesof America; provided that the obligations are entitled to the full faith and credit ofthe United States of America or are debt obligations which are rated "Aaa" byMoody's, in an amount sufficient, as verified by a firm of Independent certifiedpublic accountants which are nationally recognized, to pay and discharge theentire indebtedness on such Notes not theretofore delivered to the Trustee forcancellation, for principal and interest payable thereon under this Indenture to thedate of such deposit (in the case of Notes which have become due and payable),or to their respective Stated Maturity or Redemption Date, as the case may be,and shall have Granted to the Trustee a valid perfected security interest in such

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Cash or obligations that is of first priority or free of any adverse claim, asapplicable, and shall have furnished an Opinion of Counsel with respect to thecreation and perfection of such security interest or (y) in the event all of theAssets are liquidated following the satisfaction of the conditions specified inSection 5.5(a), the Issuer shall have paid or caused to be paid all proceeds of suchliquidation of the Assets in accordance with the Priority of Payments;

the Issuer has paid or caused to be paid all other sums then due and(i)payable hereunder (including any amounts then due and payable pursuant to the HedgeAgreements, the Collateral Administration Agreement and the Collateral ManagementAgreement without regard to the Administrative Expense Cap) by the Issuer and no otheramounts are scheduled to be due and payable by the Issuer other than DissolutionExpenses (it being understood that the requirements of this clause (ii) may be deemedsatisfied as set forth in Section 5.7); and

the Co-Issuers have delivered to the Trustee Officer's certificates and an(ii)Opinion of Counsel, each stating that all conditions precedent herein provided forrelating to the satisfaction and discharge of this Indenture have been complied with; or

(i) the Trustee confirms to the Issuer that:(b)

the Trustee is not holding any Assets (other than (x) the Collateral(A)Management Agreement, the Hedge Agreements, the Collateral AdministrationAgreement, the Securities Account Control Agreement and the AdministrationAgreement and (y) Cash in an amount not greater than the Dissolution Expenses);and

no assets (other than Excepted Property or Cash in an amount not(B)greater than the Dissolution Expenses) are on deposit in or to the credit of anydeposit account or securities account (including any Accounts) in the name of theIssuer (or the Trustee for the benefit of the Issuer or any Secured Party);

each of the Co-Issuers has delivered to the Trustee a certificate stating that(i)(1) there are no Assets (other than (x) the Collateral Management Agreement, the HedgeAgreements, the Collateral Administration Agreement, the Securities Account ControlAgreement and the Administration Agreement and (y) Cash in an amount not greater thanthe Dissolution Expenses) that remain subject to the lien of this Indenture, and (2) allfunds on deposit in the Accounts have been distributed in accordance with the terms ofthis Indenture or have otherwise been irrevocably deposited with the Trustee for suchpurpose; and

the Co-Issuers have delivered to the Trustee Officer's certificates and an(ii)Opinion of Counsel, each stating that all conditions precedent herein provided forrelating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the rights andobligations of the Co-Issuers, the Trustee, the Collateral Manager and, if applicable, the Holders,

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as the case may be, under Sections 2.8, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1 and14.5 shall survive.

Application of Trust Money. All Monies deposited with theSection 4.2Trustee pursuant to Section 4.1 shall be held in trust and applied by it in accordance with theprovisions of the Notes and this Indenture, including, without limitation, the Priority ofPayments, to the payment of principal and interest (or other amounts with respect to theSubordinated Notes), either directly or through any Paying Agent, as the Trustee may determine;and such Money shall be held in a segregated account at a financial institution meeting therequirements of the second sentence of Section 10.6(b) identified as being held in trust for thebenefit of the Secured Parties.

Repayment of Monies Held by Paying Agent. In connection withSection 4.3the satisfaction and discharge of this Indenture with respect to the Notes, all Monies then held byany Paying Agent other than the Trustee under the provisions of this Indenture shall, upondemand of the Co-Issuers, be paid to the Trustee to be held and applied pursuant to Section 7.3hereof and in accordance with the Priority of Payments and thereupon such Paying Agent shallbe released from all further liability with respect to such Monies.

Limitation on Obligation to Incur Administrative Expenses. If atSection 4.4any time the sum of (i) Eligible Investments, (ii) Cash and (iii) amounts reasonably expected tobe received by the Issuer in Cash during the current Collection Period (as certified by theCollateral Manager in its reasonable judgment) is less than the sum of Dissolution Expenses andany accrued and unpaid Administrative Expenses, then notwithstanding any other provision ofthis Indenture, the Issuer shall no longer be required to incur Administrative Expenses asotherwise required by this Indenture to any Person other than the Trustee, the Administrator andtheir Affiliates, and failure to pay such amounts or provide or obtain such opinions, reports orservices shall not constitute a Default hereunder, and the Trustee shall have no liability for anyfailure to obtain or receive any of the foregoing opinions, reports or services.

ARTICLE V

REMEDIES

Events of Default. "Event of Default", wherever used herein,Section 5.1means any one of the following events (whatever the reason for such Event of Default andwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to anyjudgment, decree or order of any court or any order, rule or regulation of any administrative orgovernmental body):

a default in the payment, when due and payable, of any interest on any(a)Class A Note or Class B Note or, if there are no Class A Notes or Class B Notes Outstanding,any Class C Note or, if there are no Class A Notes, Class B Notes or Class C Notes Outstanding,any Class D Note or, if there are no Class A Notes, Class B Notes, Class C Notes or Class DNotes Outstanding, any Class E Note or, if there are no Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes Outstanding, any Class F-R Note and, in each case, thecontinuation of any such default for ten Business Days; provided, that, in the case of a default

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resulting from a failure to disburse due to an administrative error or omission by the CollateralManager, the Trustee, the Collateral Administrator, the Administrator, the Registrar or anyPaying Agent, such default will not be an Event of Default unless such failure continues for tenBusiness Days after a Trust Officer of the Trustee receives written notice or has actualknowledge of such administrative error or omission (irrespective of whether the cause of suchadministrative error or omission has been determined);

a default in the payment, when due and payable, of any principal of, or(b)interest or Deferred Interest on, or any Redemption Price in respect of, any Secured Note at itsStated Maturity or on any Redemption Date (unless such redemption has been withdrawnpursuant to Section 9.5(b)); provided that, in the case of a default resulting from a failure todisburse due to an administrative error or omission by the Collateral Manager, the Trustee, theCollateral Administrator, the Administrator, the Registrar or any Paying Agent, such default willnot be an Event of Default unless such failure continues for ten Business Days after a TrustOfficer of the Trustee receives written notice or has actual knowledge of such administrativeerror or omission (irrespective of whether the cause of such administrative error or omission hasbeen determined); provided, further, that the failure to effect any Optional Redemption(including a Partial Redemption by Refinancing) which is withdrawn by the Issuer or withrespect to which any Refinancing fails to occur will not constitute an Event of Default;

without limiting the applicability of clause (a) or (b) above, the failure on(c)any Payment Date to disburse amounts available in the Payment Account in excess of (i)$25,000, in the case of any amounts due and payable in respect of (A) any principal of, orinterest (or Deferred Interest, or any accrued and unpaid interest on such Deferred Interest) on,or any Redemption Price in respect of, any Secured Note or (B) taxes, governmental fees, filingand registration fees and registered office fees owing by the Issuer or the Co-Issuer, asapplicable, or (ii) $250,000, in all other cases, in each case, in accordance with the order ofpriority stated in Section 11.1 and the continuation of such failure for seven Business Days;provided that, in the case of a default resulting from a failure to disburse due to an administrativeerror or omission by the Collateral Manager, the Trustee, the Collateral Administrator, theAdministrator, the note registrar of the Issuer or any Paying Agent, such default will not be anEvent of Default unless such failure continues for ten Business Days after a Trust Officer of theTrustee receives written notice or has actual knowledge of such administrative error or omission(irrespective of whether the cause of such administrative error or omission has been determined);

either of the Co-Issuers or the Assets becomes an investment company(d)required to be registered under the Investment Company Act and such requirement has not beeneliminated after a period of 45 days;

except as otherwise provided in this Section 5.1, a default in the(e)performance, or breach, of any other covenant or other agreement of the Issuer or the Co-Issuerin this Indenture which has a material adverse effect on any Holder (it being understood, withoutlimiting the generality of the foregoing, that any failure to meet any Concentration Limitation,Collateral Quality Test, Coverage Test or the Interest Diversion Test is not an Event of Defaultand any failure to satisfy the requirements of Section 7.17 is not an Event of Default), or thefailure of any representation or warranty of the Issuer or the Co-Issuer made in this Indenture orin any certificate or other writing delivered pursuant hereto or in connection herewith to be

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correct when the same shall have been made, which failure has a material adverse effect on anyHolder, and the continuation of such default, breach or failure for a period of 45 days after noticeto the Issuer or the Co-Issuer, as applicable, and the Collateral Manager by registered or certifiedmail or overnight courier, by the Trustee, the Issuer, the Co-Issuer or the Collateral Manager, orto the Issuer or the Co-Issuer, as applicable, the Collateral Manager and the Trustee, at thedirection of a Majority of the Controlling Class, specifying such default, breach or failure andrequiring it to be remedied and stating that such notice is a "Notice of Default" hereunder;

on any Measurement Date, failure of the quotient of (i) the sum of (A) the(f)Aggregate Principal Balance of all Pledged Obligations (excluding Defaulted Obligations), plus(B) with respect to each Defaulted Obligation included in the Pledged Obligations, the MarketValue thereof, plus (C) without duplication, the amounts on deposit in the Collection Accountand the Ramp-Up Account (including Eligible Investments therein) representing PrincipalProceeds divided by (ii) the aggregate outstanding principal amount of the Class A-1-R Notes, toequal or exceed 102.5%;

the entry of a decree or order by a court having competent jurisdiction(g)adjudging the Issuer or the Co-Issuer as bankrupt or insolvent, or approving as properly filed apetition seeking reorganization, arrangement, adjustment or composition of or in respect of theIssuer or the Co-Issuer under the Bankruptcy Law or any other applicable law, or appointing areceiver, liquidator, assignee, or sequestrator (or other similar official) of the Issuer or theCo-Issuer or of any substantial part of its property, respectively, or ordering the winding up orliquidation of its affairs, and the continuance of any such decree or order unstayed and in effectfor a period of 60 consecutive days; or

the institution by the shareholders of the Issuer or the Co-Issuer of(h)Proceedings to have the Issuer or Co-Issuer, as the case may be, adjudicated as bankrupt orinsolvent, or the consent by the shareholders of the Issuer or the Co-Issuer to the institution ofbankruptcy or insolvency Proceedings against the Issuer or Co-Issuer, or the filing by the Issueror the Co-Issuer of a petition or answer or consent seeking reorganization or relief under theBankruptcy Law or any other similar applicable law, or the consent by the Issuer or theCo-Issuer to the filing of any such petition or to the appointment in a Proceeding of a receiver,liquidator, assignee, trustee or sequestrator (or other similar official) of the Issuer or theCo-Issuer or of any substantial part of its property, respectively, or the making by the Issuer orthe Co-Issuer of an assignment for the benefit of creditors, or the admission by the Issuer or theCo-Issuer in writing of its inability to pay its debts generally as they become due, or the taking ofany action by the Issuer or the Co-Issuer in furtherance of any such action.

Upon obtaining actual knowledge of the occurrence of an Event of Default, eachof (i) the Co-Issuers, (ii) the Trustee and (iii) the Collateral Manager shall notify each other inwriting and the Trustee shall provide the notices of Default required under Section 6.2.

Acceleration of Maturity; Rescission and Annulment. (a) If anSection 5.2Event of Default occurs and is continuing (other than an Event of Default specified in Section5.1(g) or (h)), the Trustee may, and shall, upon the written direction of a Supermajority of theControlling Class, by notice to the Applicable Issuers, the Collateral Manager and each of theRating Agencies, declare the principal of all the Secured Notes to be immediately due and

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payable, and upon any such declaration such principal, together with all accrued and unpaidinterest thereon, and other amounts payable hereunder, shall become immediately due andpayable and the Reinvestment Period shall terminate. If an Event of Default specified in Section5.1(g) or (h) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, ofall the Secured Notes, and other amounts payable hereunder, shall automatically become due andpayable and the Reinvestment Period shall terminate without any declaration or other act on thepart of the Trustee or any Holder.

At any time after such a declaration of acceleration of maturity has been(b)made and before a judgment or decree for payment of the Money due has been obtained by theTrustee as hereinafter provided in this Article 5, a Majority of the Controlling Class by writtennotice to the Issuer, the Collateral Manager and the Trustee, may rescind and annul suchdeclaration and its consequences if:

The Issuer or the Co-Issuer has paid or deposited with the Trustee a sum(i)sufficient to pay:

all unpaid installments of interest and principal then due on the(A)Secured Notes (other than as a result of such acceleration);

to the extent that the payment of such interest is lawful, interest(B)upon any Deferred Interest at the applicable Note Interest Rates; and

all unpaid taxes and Administrative Expenses of the Co-Issuers(C)and other sums paid, incurred or advanced by the Trustee hereunder and any otheramounts then payable by the Co-Issuers hereunder prior to such AdministrativeExpenses; and

if it has been determined that all Events of Default, other than the(ii)nonpayment of the interest on or principal of the Secured Notes that has become duesolely by such acceleration, have (A) been cured, and a Majority of the Controlling Classby written notice to the Trustee has agreed with such determination (which agreementshall not be unreasonably withheld), or (B) been waived as provided in Section 5.14.

No such rescission shall affect any subsequent Default or impair any rightconsequent thereon. Any Hedge Agreement in effect upon such declaration of an accelerationmust remain in effect until liquidation of the Assets has begun and such declaration is no longercapable of being rescinded or annulled; provided that the Issuer shall nevertheless be entitled todesignate an early termination date under and in accordance with the terms of such HedgeAgreement.

Notwithstanding anything in this Section 5.2 to the contrary, the Secured(c)Notes shall not be subject to acceleration by the Trustee or a Supermajority of the ControllingClass solely as a result of the failure to pay (i) at any time when the Class A Notes or the Class BNotes are the Controlling Class, any amount due on any Notes other than the Class A Notes orClass B Notes or (ii) at any other time, any amount due on Notes that are not of the ControllingClass.

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Collection of Indebtedness and Suits for Enforcement by Trustee.Section 5.3The Applicable Issuers covenant that if a default shall occur in respect of the payment of anyprincipal of or interest when due and payable on any Secured Note, the Applicable Issuers shall,upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such SecuredNote, the whole amount, if any, then due and payable on such Secured Note for principal andinterest with interest upon the overdue principal, at the applicable Note Interest Rate, and, inaddition thereto, such further amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses, disbursements and advances of theTrustee and its agents and counsel.

If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon suchdemand, the Trustee, in its own name and as trustee of an express trust, may, and shall uponwritten direction of a Majority of the Controlling Class (subject to the Trustee's rights hereunder,including Section 6.1(c)(iv)), institute a Proceeding for the collection of the sums so due andunpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the sameagainst the Applicable Issuers or any other obligor upon the Secured Notes and collect theMonies adjudged or decreed to be payable in the manner provided by law out of the Assets.

If an Event of Default occurs and is continuing, the Trustee may, and shall uponwritten direction of the Majority of the Controlling Class (subject to the Trustee's rightshereunder, including Section 6.1(c)(iv)), proceed to protect and enforce its rights and the rightsof the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual(if no such direction is received by the Trustee) or as the Trustee may be directed by the Majorityof the Controlling Class, to protect and enforce any such rights, whether for the specificenforcement of any covenant or agreement in this Indenture or in aid of the exercise of anypower granted herein, or to enforce any other proper remedy or legal or equitable right vested inthe Trustee by this Indenture or by law.

In case there shall be pending Proceedings relative to the Issuer or the Co-Issueror any other obligor upon the Secured Notes under the Bankruptcy Law or any other applicablebankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee inbankruptcy or reorganization, liquidator, sequestrator or similar official shall have beenappointed for or taken possession of the Issuer, the Co-Issuer or their respective property or suchother obligor or its property, or in case of any other comparable Proceedings relative to theIssuer, the Co-Issuer or other obligor upon the Secured Notes, or the creditors or property of theIssuer, the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal ofany Secured Notes shall then be due and payable as therein expressed or by declaration orotherwise and regardless of whether the Trustee shall have made any demand pursuant to theprovisions of this Section 5.3, shall be entitled and empowered, by intervention in suchProceedings or otherwise:

to file and prove a claim or claims for the whole amount of principal and(a)interest owing and unpaid in respect of the Secured Notes, as applicable, and to file such otherpapers or documents as may be necessary or advisable in order to have the claims of the Trustee(including any claim for reasonable compensation to the Trustee and each predecessor Trustee,and their respective agents, attorneys and counsel, and for reimbursement of all reasonable

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expenses and liabilities incurred, and all advances made, by the Trustee and each predecessorTrustee, except as a result of negligence or bad faith) and of the Secured Holders or Holdersallowed in any Proceedings relative to the Issuer, the Co-Issuer or other obligor upon theSecured Notes or to the creditors or property of the Issuer, the Co-Issuer or such other obligor;

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

to collect and receive any Monies or other property payable to or(c)deliverable on any such claims, and to distribute all amounts received with respect to the claimsof the Holders and of the Trustee on their behalf; and any trustee, receiver or liquidator,custodian or other similar official is hereby authorized by each of the Secured Holders to makepayments to the Trustee, and, in the event that the Trustee shall consent to the making ofpayments directly to the Secured Holders to pay to the Trustee such amounts as shall besufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and theirrespective agents, attorneys and counsel, and all other reasonable expenses and liabilitiesincurred, and all advances made, by the Trustee and each predecessor Trustee except as a resultof negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize orconsent to or vote for or accept or adopt on behalf of any Secured Holder, any plan ofreorganization, arrangement, adjustment or composition affecting the Secured Notes or anyHolder thereof, or to authorize the Trustee to vote in respect of the claim of any Secured Holderin any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy orsimilar person.

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

Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may notsell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section5.3 except according to the provisions specified in Section 5.5(a).

Remedies. (a) If an Event of Default shall have occurred and beSection 5.4continuing, and the Secured Notes have been declared due and payable and such declaration andits consequences have not been rescinded and annulled, the Co-Issuers agree that the Trusteemay, and shall, upon written direction of a Majority of the Controlling Class (subject to theTrustee's rights hereunder, including Section 6.1(c)(iv)), to the extent permitted by applicablelaw, exercise one or more of the following rights, privileges and remedies:

institute Proceedings for the collection of all amounts then payable on the(i)Secured Notes or otherwise payable under this Indenture, whether by declaration or

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otherwise, enforce any judgment obtained, and collect from the Assets any Moniesadjudged due;

sell or cause the sale of all or a portion of the Assets or rights or interests(ii)therein, at one or more public or private sales called and conducted in any mannerpermitted by law and in accordance with Section 5.17;

institute Proceedings from time to time for the complete or partial(iii)foreclosure of this Indenture with respect to the Assets;

exercise any remedies of a secured party under the UCC and take any(iv)other appropriate action to protect and enforce the rights and remedies of the Trustee andthe Holders of the Secured Notes hereunder (including, without limitation, exercising allrights of the Trustee under the Securities Account Control Agreement); and

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

provided, however, that the Trustee may not sell or liquidate the Assets orinstitute Proceedings in furtherance thereof pursuant to this Section 5.4 except according to theprovisions specified in Section 5.5(a).

In the event that a liquidation of all or any portion of the Assets is commencedpursuant to this Section 5.4 and in accordance with Section 5.5(a), all unpaid principal, togetherwith all accrued and unpaid interest thereon, of all the Secured Notes, and all other amountspayable hereunder, will automatically become due and payable without any declaration or otheract on the part of the Trustee or any Holder.

The Trustee may, but need not, obtain (at the expense of the Co-Issuers) and relyupon an opinion or advice of an Independent investment banking firm of national reputation, orother appropriate advisor concerning the matter, which may (but need not) be the InitialPurchaser, as to the feasibility of any action proposed to be taken in accordance with this Section5.4 and as to the sufficiency of the proceeds and other amounts receivable with respect to theAssets to make the required payments of principal of and interest on the Secured Notes, whichopinion or advice shall be conclusive evidence as to such feasibility or sufficiency and the costof which shall be commercially reasonable.

If an Event of Default as described in Section 5.1(e) hereof shall have(a)occurred and be continuing the Trustee may, and at the written direction of the Holders of notless than 25% of the Aggregate Outstanding Amount of the Controlling Class (subject to theTrustee's rights hereunder, including Section 6.1(c)(iv)), shall, institute a Proceeding solely tocompel performance of the covenant or agreement or to cure the representation or warranty, thebreach of which gave rise to the Event of Default under such Section, and enforce any equitabledecree or order arising from such Proceeding.

Upon any sale, whether made under the power of sale hereby given or by(b)virtue of judicial Proceedings, any Secured Party may bid for and purchase the Assets or any partthereof and, upon compliance with the terms of sale, may hold, retain, possess or dispose of such

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property in its or their own absolute right without accountability; and any purchaser at any suchsale of Assets may, in paying the purchase Money, deliver to the Trustee for cancellation any ofthe Class A Notes in lieu of Cash equal to the amount which shall, upon distribution of the netproceeds of such sale, be payable on the Class A Notes so delivered by such Holder (taking intoaccount the Priority of Payments and Article 13). Said Notes, in case the amounts payablethereon shall be less than the amount due thereon, shall be returned to the Holders thereof afterproper notation has been made thereon to show partial payment.

Any Holder of Subordinated Notes shall have the right, subject to the same termsand conditions afforded to other bidders, to bid on Assets to be sold as part of a liquidation of theAssets following an Event of Default and an acceleration of the Secured Notes.

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

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

Notwithstanding any other provision of this Indenture, neither any Holder(c)of the Notes nor the Trustee or any other Secured Party may, prior to the date which is one yearand one day (or if longer, any applicable preference period, plus one day) after the payment infull of all Notes and any other debt obligations of the Issuer that have been rated upon issuanceby any rating agency at the request of the Issuer, institute against, or join any other Person ininstituting against, the Issuer, Co-Issuer, the Income Note Issuer or any Issuer Subsidiary anybankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, orother Proceedings under Cayman Islands, U.S. federal or State bankruptcy or similar laws of anyjurisdiction. Nothing in this Section 5.4 shall preclude, or be deemed to estop, the Trustee or anySecured Party (i) from taking any action prior to the expiration of the aforementioned period in(A) any case or Proceeding voluntarily filed or commenced by the Issuer, the Co-Issuer, theIncome Note Issuer or any Issuer Subsidiary or (B) any involuntary insolvency Proceeding filedor commenced by a Person other than the Trustee or a Secured Party, or (ii) from commencingagainst the Issuer, the Co-Issuer, the Income Note Issuer or any Issuer Subsidiary or any of theirrespective properties any legal action which is not a bankruptcy, reorganization, arrangement,insolvency, moratorium or liquidation Proceeding.

Optional Preservation of Assets. (a) Notwithstanding anything toSection 5.5the contrary herein, if an Event of Default shall have occurred and be continuing, the Trusteeshall retain the Assets securing the Secured Notes intact (except as otherwise expressly permittedor required by Sections 7.16(f), 10.8 and 12.1), collect and cause the collection of the proceedsthereof and make and apply all payments and deposits and maintain all accounts in respect of the

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Assets and the Notes in accordance with the Priority of Payments and the provisions of Article10, Article 12 and Article 13 unless:

the Trustee, pursuant to Section 5.5(c), determines that the anticipated(i)proceeds of a sale or liquidation of all or any portion of the Assets (after deducting thereasonable expenses of such sale or liquidation) would be sufficient to discharge in fullthe amounts then due (or, in the case of interest, accrued) and unpaid on the SecuredNotes for principal and interest (including Deferred Interest) and all amounts payableprior to payment of principal on such Secured Notes (including amounts due and owingas Administrative Expenses (without regard to the Administrative Expense Cap), due andunpaid Senior Management Fees and amounts payable to any Hedge Counterparty uponliquidation of all or any portion of the Assets) and a Majority of the Controlling Classagrees with such determination; or

the sale and liquidation of all or any portion of the Assets is directed by(ii)either:

for so long as the Class A-1-R Notes are Outstanding and solely in(A)the case of an Event of Default described in Section 5.1(a), 5.1(b) or 5.1(f) aMajority of the Class A-1-R Notes; or

a Supermajority of each Class of Secured Notes voting separately,(B)in all other cases; provided, that if no Class of Secured Notes are thenoutstanding, a Majority of the Subordinated Notes may direct the sale (and themanner thereof) and liquidation of the Assets.

The Trustee shall give written notice of the retention of the Assets to the Issuerwith a copy to the Co-Issuer and the Collateral Manager. So long as such Event of Default iscontinuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time whenthe conditions specified in clause (i) or (ii) exist.

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

In determining whether the condition specified in Section 5.5(a)(i) exists,(b)the Trustee shall, with the written consent of the Majority of the Controlling Class, request bidprices with respect to each security contained in the Assets from two nationally recognizeddealers at the time making a market in such securities (as identified by the Collateral Manager tothe Trustee in writing) and shall compute the anticipated proceeds of sale or liquidation on thebasis of the lower of such bid prices for each such security. If the Trustee is unable to obtain anybids, the condition specified in Section 5.5(a)(i) shall be deemed to not exist. For the purposesof making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply thestandards set forth in Section 6.3(c)(i) or (ii). In addition, for the purposes of determining issuesrelating to the execution of a sale or liquidation of all or any portion of the Assets and theexecution of a sale or other liquidation thereof in connection with a determination whether the

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condition specified in Section 5.5(a)(i) exists, the Trustee may retain (at the Co-Issuers' expenseand for a commercially reasonable fee) and conclusively rely without limitation on an opinion oradvice of an Independent investment banking firm of national reputation or other appropriateadvisor concerning the matter.

The Trustee shall deliver to the Holders and the Collateral Manager a reportstating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10days after such determination is made. Unless a Majority of the Controlling Class has notconsented to the Trustee making a determination pursuant to Section 5.5(c), the Trustee shallmake the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default(or such longer period as is necessary if the information required to make such determination hasnot yet been received) or at the request of a Majority of the Controlling Class at any time, but notmore frequently than once in any calendar month, during which the Trustee retains the Assetspursuant to Section 5.5(a).

Trustee May Enforce Claims without Possession of Notes. AllSection 5.6rights of action and claims under this Indenture or under any of the Secured Notes may beprosecuted and enforced by the Trustee without the possession of any of the Secured Notes orthe production thereof in any trial or other Proceeding relating thereto, and any such action orProceeding instituted by the Trustee shall be brought in its own name as trustee of an expresstrust, and any recovery of judgment shall be applied as set forth in Section 5.7.

Application of Money Collected. Any Money collected by theSection 5.7Trustee (after payment of costs of collection, liquidation and enforcement) with respect to theNotes pursuant to this Article 5 and any Money that may then be held or thereafter received bythe Trustee with respect to the Notes hereunder shall be applied, subject to Section 13.1 and inaccordance with the provisions of Section 11.1(a)(iii), at the date or dates fixed by the Trustee(each such date to occur on a Payment Date). Upon the final distribution of all proceeds of anyliquidation effected hereunder, the provisions of Sections 4.1(a) and (b) shall be deemed satisfiedfor the purposes of discharging this Indenture pursuant to Article 4.

Limitation on Suits. No Holder of any Note shall have any right toSection 5.8institute any Proceedings, judicial or otherwise, with respect to this Indenture or any Note, or forthe appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

the Holders of not less than 25% of the then Aggregate Outstanding(b)Amount of the Notes of the Controlling Class shall have made written request to the Trustee toinstitute Proceedings in respect of such Event of Default in its own name as Trustee hereunderand such Holder or Holders have provided the Trustee security or indemnity reasonablysatisfactory to the Trustee against the costs, expenses (including reasonable attorneys' fees andexpenses) and liabilities to be incurred in compliance with such request;

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

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no direction inconsistent with such written request has been given to the(d)Trustee during such 30 day period by a Majority of the Controlling Class;

it being understood and intended that no one or more Holders of Notes shall have any right inany manner whatsoever by virtue of, or by availing itself of, any provision of this Indenture toaffect, disturb or prejudice the rights of any other Holders of Notes of the same Class or to obtainor to seek to obtain priority or preference over any other Holders of the Notes of the same Classor to enforce any right under this Indenture, except in the manner herein provided and for theequal and ratable benefit of all the Holders of Notes of the same Class subject to and inaccordance with Section 13.1 and the Priority of Payments.

In the event the Trustee shall receive conflicting or inconsistent requests andindemnity from two or more groups of Holders of the Controlling Class, each representing lessthan a Majority of the Controlling Class, pursuant to this Section 5.8, the Trustee shall act inaccordance with the request specified by the group of Holders with the greatest percentage of theAggregate Outstanding Amount of the Controlling Class, notwithstanding any other provisionsof this Indenture. If all such groups represent the same percentage, the Trustee in its solediscretion may determine what action, if any, shall be taken.

The Issuer or the Co-Issuer, as applicable, shall (and the Issuer will cause anyIssuer Subsidiary to), so long as any Notes remain outstanding and for a year and a daythereafter, and subject to the proviso below, timely file an answer and any other appropriatepleading objecting to (i) the institution of any proceeding to have the Issuer, the Co-Issuer orsuch Issuer Subsidiary, as the case may be, adjudicated as bankrupt or insolvent, or (ii) the filingof any petition seeking relief, reorganization, arrangement, adjustment, liquidation, winding upor composition of or in respect of the Issuer, the Co-Issuer or such Issuer Subsidiary, as the casemay be, under any bankruptcy law or any other applicable law; provided that the obligations setforth in clauses (i) and (ii) above shall be subject to the availability of funds therefor under thePriority of Payments. The reasonable fees, costs, charges and expenses incurred by the Issuer,the Co-Issuer or any Issuer Subsidiary (including reasonable attorneys' fees and expenses) inconnection with taking any such action shall be paid as Administrative Expenses.

Unconditional Rights of Secured Holders to Receive Principal and Section 5.9Interest. Subject to Sections 2.8(i), 5.13, 6.15 and 13.1, but notwithstanding any other provisionin this Indenture, the Holder of any Secured Note shall have the right, which is absolute andunconditional, to receive payment of the principal of and interest on such Secured Note as suchprincipal and interest becomes due and payable in accordance with the Priority of Payments andSection 13.1, and, subject to the provisions of Section 5.4(d) and Section 5.8, to instituteProceedings for the enforcement of any such payment, and such right shall not be impairedwithout the consent of such Holder. Holders of Secured Notes ranking junior to Notes stillOutstanding shall have no right to institute proceedings for the enforcement of any such paymentuntil such time as no Secured Note ranking senior to such Secured Note remains Outstanding,which right shall be subject to the provisions of Section 5.4(d) and Section 5.8, and shall not beimpaired without the consent of any such Holder.

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Restoration of Rights and Remedies. If the Trustee or any HolderSection 5.10has instituted any Proceeding to enforce any right or remedy under this Indenture and suchProceeding has been discontinued or abandoned for any reason, or has been determinedadversely to the Trustee or to such Holder, then and in every such case the Co-Issuers, theTrustee and the Holder shall, subject to any determination in such Proceeding, be restoredseverally and respectively to their former positions hereunder, and thereafter all rights andremedies of the Trustee and the Holder shall continue as though no such Proceeding had beeninstituted.

Rights and Remedies Cumulative. No right or remedy hereinSection 5.11conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of anyother right or remedy, and every right and remedy shall, to the extent permitted by law, becumulative and in addition to every other right and remedy given hereunder or now or hereafterexisting at law or in equity or otherwise. The assertion or employment of any right or remedyhereunder, or otherwise, shall not prevent the concurrent assertion or employment of any otherappropriate right or remedy.

Delay or Omission Not Waiver. No delay or omission of theSection 5.12Trustee or any Holder of Secured Notes to exercise any right or remedy accruing upon any Eventof Default shall impair any such right or remedy or constitute a waiver of any such Event ofDefault or an acquiescence therein or of a subsequent Event of Default. Every right and remedygiven by this Article 5 or by law to the Trustee or to the Holders of the Secured Notes may beexercised from time to time, and as often as may be deemed expedient, by the Trustee or by theHolders of the Secured Notes.

Control by Majority of Controlling Class. Notwithstanding anySection 5.13other provision of this Indenture, a Majority of the Controlling Class shall have the rightfollowing the occurrence, and during the continuance of, an Event of Default to cause theinstitution of and direct the time, method and place of conducting any Proceeding for anyremedy available to the Trustee, and to direct the exercise of any trust, right, remedy or powerconferred upon the Trustee; provided that:

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

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

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

notwithstanding the foregoing, any direction to the Trustee to undertake a(d)Sale of the Assets shall be by the Holders of Notes secured thereby representing the requisitepercentage of the Aggregate Outstanding Amount of Notes specified in Section 5.5.

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Waiver of Past Defaults. Prior to the time a judgment or decree forSection 5.14payment of the Money due has been obtained by the Trustee, as provided in this Article 5, aMajority of the Controlling Class may on behalf of the Holders of all the Notes waive any pastDefault and its consequences (provided that an acceleration may only be rescinded in accordancewith the provisions of Section 5.2(b)), except a Default:

in the payment of the principal of any Secured Note (which may be(a)waived with the consent of each Holder of such Secured Note);

in the payment of interest on the Class A-1-R Notes, the Class B-1A-2-R(b)Notes or the Class B-2 Notes or, if there are no Class A-1-R Notes, Class A-2-R Notes or ClassB Notes Outstanding, the Notes of the Controlling Class (which may be waived with the consentof the Holders of 100% of the Class A-1-R Notes, the Class A-2-R Notes, the Class B Notes orthe Notes of the Controlling Class, as applicable);

in respect of a covenant or provision hereof that under Section 8.2 cannot(c)be modified or amended without the waiver or consent of the Holder of each Outstanding Notematerially and adversely affected thereby (which may be waived only with the consent of eachsuch Holder); or

in respect of a representation contained in Section 7.18 (which may be(d)waived by a Majority of the Controlling Class if the Global Rating Agency Condition issatisfied).

In the case of any such waiver, the Co-Issuers, the Trustee and the Holders of theNotes shall be restored to their former positions and rights hereunder, respectively, but no suchwaiver shall extend to any subsequent or other Default or impair any right consequent thereto.The Trustee shall promptly give written notice of any such waiver to Moody's, S&P, theCollateral Manager and each Holder.

Upon any such waiver, such Default shall cease to exist, and any Event of Defaultarising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but nosuch waiver shall extend to any subsequent or other Default or impair any right consequentthereto.

Undertaking for Costs. All parties to this Indenture agree, andSection 5.15each Holder of any Note by his acceptance thereof shall be deemed to have agreed, that anycourt may in its discretion require, in any suit for the enforcement of any right or remedy underthis Indenture, or in any suit against the Trustee, Collateral Administrator or Collateral Managerfor any action taken, or omitted by it as Trustee, Collateral Administrator or Collateral Manager,as applicable, the filing by any party litigant in such suit of an undertaking to pay the costs ofsuch suit, and that such court may in its discretion assess reasonable costs, including reasonableattorneys' fees, against any party litigant in such suit, having due regard to the merits and goodfaith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or groupof Holders, holding in the aggregate more than 10% in Aggregate Outstanding Amount of theControlling Class, or to any suit instituted by any Holder for the enforcement of the payment of

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the principal of or interest on any Note on or after the applicable Stated Maturity (or, in the caseof redemption, on or after the applicable Redemption Date).

Waiver of Stay or Extension Laws. The Co-Issuers covenant (toSection 5.16the extent that they may lawfully do so) that they shall not at any time insist upon, or plead, or inany manner whatsoever claim or take the benefit or advantage of, any stay or extension law orany valuation, appraisement, redemption or marshalling law or rights, in each case whereverenacted, now or at any time hereafter in force, which may affect the covenants, the performanceof or any remedies under this Indenture; and the Co-Issuers (to the extent that they may lawfullydo so) hereby expressly waive all benefit or advantage of any such law or rights, and covenantthat they shall not hinder, delay or impede the execution of any power herein granted to theTrustee, but shall suffer and permit the execution of every such power as though no such law hadbeen enacted or rights created.

Sale of Assets. (a) The power to effect any sale (a "Sale") of all orSection 5.17any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one ormore Sales as to any portion of such Assets remaining unsold, but shall continue unimpaireduntil the entire Assets shall have been sold or all amounts secured by the Assets shall have beenpaid. The Trustee may upon notice provided as soon as reasonably practicable to the Holders,and shall, upon direction of the Holders of Notes representing the requisite percentage of theAggregate Outstanding Amount of Notes having the power to direct such Sale, from time to timepostpone any Sale by public announcement made at the time and place of such Sale pursuant toSection 5.5. The Trustee hereby expressly waives its rights to any amount fixed by law ascompensation for any Sale; provided that the Trustee and the Collateral Manager shall beauthorized to deduct the reasonable costs, charges and expenses incurred by it in connection withsuch Sale from the proceeds thereof notwithstanding the provisions of Section 6.7.

The Trustee may bid for and acquire any portion of the Assets in(b)connection with a public Sale thereof, and may pay all or part of the purchase price by creditingagainst amounts owing on the Secured Notes or other amounts secured by the Assets, all or partof the net proceeds of such Sale after deducting the reasonable costs, charges and expensesincurred by the Trustee in connection with such Sale notwithstanding the provisions of Section6.7. The Secured Notes need not be produced in order to complete any such Sale, or in order forthe net proceeds of such Sale to be credited against amounts owing on the Notes. The Trusteemay hold, lease, operate, manage or otherwise deal with any property so acquired in any mannerpermitted by law in accordance with this Indenture.

If any portion of the Assets consists of securities issued without(c)registration under the Securities Act ("Unregistered Securities"), the Collateral Manager mayseek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with thewritten consent of a Majority of the Controlling Class, seek a no action position from theSecurities and Exchange Commission or any other relevant federal or State regulatoryauthorities, regarding the legality of a public or private Sale of such Unregistered Securities.

The Trustee shall execute and deliver an appropriate instrument of(d)conveyance transferring its interest in any portion of the Assets in connection with a Salethereof. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of

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the Issuer to transfer and convey its interest in any portion of the Assets in connection with aSale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee atsuch a sale shall be bound to ascertain the Trustee's authority, to inquire into the satisfaction ofany conditions precedent or see to the application of any Monies.

The Trustee shall provide notice as soon as reasonably practicable of any(e)public Sale to the Collateral Manager and the Holders of the Subordinated Notes, and theCollateral Manager and the Holders of the Subordinated Notes shall be permitted to participatein any such public Sale to the extent the Collateral Manager or such Holders meet any applicableeligibility requirements with respect to such Sale.

Action on the Notes. The Trustee's right to seek and recoverSection 5.18judgment on the Notes or under this Indenture shall not be affected by the seeking or obtainingof or application for any other relief under or with respect to this Indenture. Neither the lien ofthis Indenture nor any rights or remedies of the Trustee or the Holders shall be impaired by therecovery of any judgment by the Trustee against the Issuer or by the levy of any execution undersuch judgment upon any portion of the Assets or upon any of the assets of the Issuer or theCo-Issuer.

ARTICLE VI

THE TRUSTEE

Certain Duties and Responsibilities. (a) Except during theSection 6.1continuance of an Event of Default known to the Trustee:

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

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

In case an Event of Default actually known to the Trustee has occurred(a)and is continuing, the Trustee shall, prior to the receipt of written directions, if any, from aMajority of the Controlling Class, exercise such of the rights and powers vested in it by this

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Indenture, and use the same degree of care and skill in its exercise, as a prudent person wouldexercise or use under the circumstances in the conduct of such person's own affairs.

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

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

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

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

no provision of this Indenture shall require the Trustee to expend or risk(iv)its own funds or otherwise incur any financial liability in the performance of any of itsduties hereunder, or in the exercise of any of its rights or powers contemplated hereunder,if it shall have reasonable grounds for believing that repayment of such funds orindemnity satisfactory to it against such risk or liability is not reasonably assured to itunless such risk or liability relates to the performance of its ordinary services, includingmailing of notices under Article 5, under this Indenture (and it is hereby expresslyacknowledged and agreed, without implied limitation, that the enforcement or exercise ofrights and remedies under Article 5, and/or the commencement of or participation in anylegal proceeding does not constitute "ordinary services"); and

in no event shall the Trustee be liable for special, indirect, punitive or(v)consequential loss or damage of any kind whatsoever (including but not limited to lostprofits) even if the Trustee has been advised of the likelihood of such damages andregardless of the form of such action.

For all purposes under this Indenture, the Trustee shall not be deemed to(c)have notice or knowledge of any Default or Event of Default described in Sections 5.1(d), (e),(f), (g) or (h) or any other matter unless a Trust Officer assigned to and working in the CorporateTrust Office has actual knowledge thereof or unless written notice of any event which is in factsuch an Event of Default or Default or other matter, as the case may be, is received by theTrustee at the Corporate Trust Office, and such notice references the Notes generally, the Issuer,the Co-Issuer, the Assets or this Indenture. For purposes of determining the Trustee'sresponsibility and liability hereunder, whenever reference is made in this Indenture to such an

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Event of Default or a Default, such reference shall be construed to refer only to such an Event ofDefault or Default of which the Trustee is deemed to have notice as described in this Section 6.1.

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

The Trustee shall, upon reasonable (but no less than three Business Days')(e)prior written notice to the Trustee, permit any representative of a Holder of a Note, during theTrustee's normal business hours, to examine all books of account, records, reports and otherpapers of the Trustee (other than items protected by attorney-client privilege) relating to theNotes, to make copies and extracts therefrom (the reasonable out-of-pocket expenses incurred inmaking any such copies or extracts to be reimbursed to the Trustee by such Holder) and todiscuss the Trustee's actions, as such actions relate to the Trustee's duties with respect to theNotes, with the Trustee's Officers and employees responsible for carrying out the Trustee's dutieswith respect to the Notes.

Notice of Default. As soon as reasonably practicable (and in noSection 6.2event later than two Business Days) after the occurrence of any Default actually known to aTrust Officer of the Trustee or after any declaration of acceleration has been made or deliveredto the Trustee pursuant to Section 5.2, the Trustee shall give notice to the Co-Issuers, theCollateral Manager, DTC, each Rating Agency, each Hedge Counterparty, each Paying Agentand all Holders, as their names and addresses appear on the Register, and the Irish StockExchange, for so long as any Class of Notes is listed on the Irish Stock Exchange and so long asthe guidelines of such exchange so require, of all Defaults hereunder actually known to the TrustOfficer of the Trustee, unless such Defaults shall have been cured or waived.

Certain Rights of Trustee. Except as otherwise provided inSection 6.3Section 6.1:

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

any direction of the Issuer or the Co-Issuer mentioned herein shall be(b)sufficiently evidenced by an Issuer Order;

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

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

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

the Trustee shall not be bound to make any investigation into the facts or(f)matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,request, direction, consent, order, note or other paper or document, but the Trustee, in itsdiscretion, may, and upon the written direction of a Majority of the Controlling Class or aMajority of the Subordinated Notes or of a Rating Agency shall, make such further inquiry orinvestigation into such facts or matters as it may see fit or as it shall be directed, and the Trusteeshall be entitled, on reasonable prior notice to the Co-Issuers and the Collateral Manager, toexamine the books and records relating to the Notes and the Assets, personally or by agent orattorney, during the Co-Issuers' or the Collateral Manager's normal business hours; provided thatthe Trustee shall, and shall cause its agents to, hold in confidence all such information, except (i)to the extent disclosure may be required by law or by any regulatory, administrative orgovernmental authority and (ii) to the extent that the Trustee, in its sole judgment, maydetermine that such disclosure is consistent with its obligations hereunder; provided, further, thatthe Trustee may disclose on a confidential basis any such information to its agents, attorneys andauditors in connection with the performance of its responsibilities hereunder;

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

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

nothing herein shall be construed to impose an obligation on the part of(i)the Trustee to recalculate, evaluate, verify or independently determine the accuracy of anyreport, certificate or information received from the Issuer or Collateral Manager and the Trusteeshall not be liable for actions or omissions of, or any inaccuracies in the records of theCo-Issuers, the Collateral Manager, Euroclear or Clearstream;

to the extent any defined term hereunder, or any calculation required to be(j)made or determined by the Trustee hereunder, is dependent upon or defined by reference togenerally accepted accounting principles (as in effect in the United States) ("GAAP"), theTrustee shall be entitled to request and receive (and conclusively rely upon) instruction from the

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Issuer or the accountants identified in the Accountants' Certificate (and in the absence of itsreceipt of timely instruction therefrom, shall be entitled to obtain from an Independentaccountant at the expense of the Issuer) as to the application of GAAP in such connection, in anyinstance;

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

the Trustee shall not be deemed to have notice or knowledge of any matter(l)unless a Trust Officer has actual knowledge thereof or unless written notice thereof is receivedby the Trustee at the Corporate Trust Office and such notice references the Notes generally, theIssuer, the Co-Issuer or this Indenture;

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

the Trustee shall not be responsible for delays or failures in performance(n)resulting from acts beyond its control;

in making or disposing of any investment permitted by this Indenture, the(o)Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of itsAffiliates, in each case on an arm's length basis, whether it or such Affiliate is acting as asubagent of the Trustee or for any third person or dealing as principal for its own account. Ifotherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as EligibleInvestments hereunder;

the Trustee or its Affiliates are permitted to receive additional(p)compensation that could be deemed to be in the Trustee's economic self-interest for (i) serving asinvestment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian withrespect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certainEligible Investments and (iii) effecting transactions in certain Eligible Investments. Suchcompensation is not payable or reimbursable under Section 6.7;

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

the Trustee shall not be liable for the actions or omissions of the Collateral(r)Manager, the Issuer, the Co-Issuer, any Paying Agent (other than the Trustee) or anyAuthenticating Agent (other than the Trustee) and without limiting the foregoing, the Trusteeshall not be under any obligation to monitor, evaluate or verify compliance by the CollateralManager with the terms hereof or the Collateral Management Agreement, or to verify orindependently determine the accuracy of information received by it from the Collateral Manager(or from any selling institution, agent bank, trustee or similar source) with respect to the Assets;

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neither the Trustee nor the Collateral Administrator shall have any(s)obligation to determine: (a) if a Collateral Obligation meets the criteria specified in thedefinition thereof, or (b) if the conditions specified in the definition of "Deliver" have beencomplied with;

the Collateral Administrator shall have the same rights, privileges and(t)indemnities afforded to the Trustee in this Article 6; provided, that such rights, immunities andindemnities shall be in addition to, and not in limitation of, any rights, immunities andindemnities provided in the Collateral Administration Agreement; provided, further, that theprovisions in clause (r) of this Section 6.3 shall not relieve the Collateral Administrator of any ofits duties or obligations under the Collateral Administration Agreement;

to the extent that the entity acting as Trustee is acting as Registrar,(u)Calculation Agent, Paying Agent, Authenticating Agent, Securities Intermediary or Custodian,the rights, privileges, immunities and indemnities set forth in this Article 6 shall also apply to itacting in each such capacity; and

the Trustee and the Collateral Administrator shall be entitled to(v)conclusively rely on the Collateral Manager with respect to whether or not a CollateralObligation meets the criteria specified in the definition thereof and for the characterization,classification, designation or categorization of each Collateral Obligation to the extent suchcharacterization, classification, designation or categorization is subjective or judgmental innature or based on information not readily available to the Trustee and Collateral Administrator.

Not Responsible for Recitals or Issuance of Notes. The recitalsSection 6.4contained herein and in the Notes, other than the Certificate of Authentication thereon, shall betaken as the statements of the Applicable Issuers; and the Trustee assumes no responsibility fortheir correctness. The Trustee makes no representation as to the validity or sufficiency of thisIndenture (except as may be made with respect to the validity of the Trustee's obligationshereunder), the Assets or the Notes. The Trustee shall not be accountable for the use orapplication by the Co-Issuers of the Notes or the proceeds thereof or any Money paid to theCo-Issuers pursuant to the provisions hereof.

May Hold Notes. The Trustee, any Paying Agent, Registrar or anySection 6.5other agent of the Co-Issuers, in its individual or any other capacity, may become the owner orpledgee of Notes and may otherwise deal with the Co-Issuers or any of their Affiliates with thesame rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Money Held in Trust. Money held by the Trustee hereunder shallSection 6.6be held in trust to the extent required herein. The Trustee shall be under no liability for intereston any Money received by it hereunder, except in its capacity as the Bank to the extent ofincome or other gain on investments which are deposits in or certificates of deposit of the Bankin its commercial capacity and income or other gain actually received by the Trustee on EligibleInvestments.

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Compensation and Reimbursement. (a) The Issuer agrees:Section 6.7

to pay the Trustee on each Payment Date reasonable compensation as set(i)forth in a separate fee schedule dated on or about the Closing Date between the Trusteeand the Issuer for all services rendered by it hereunder (which compensation shall not belimited by any provision of law in regard to the compensation of a trustee of an expresstrust);

except as otherwise expressly provided herein, to reimburse the Trustee in(ii)a timely manner upon its request for all reasonable expenses, disbursements and advancesincurred or made by the Trustee in accordance with any provision of this Indenture(including, without limitation, securities transaction charges and the reasonablecompensation and expenses and disbursements of its agents and legal counsel and of anyaccounting firm or investment banking firm employed by the Trustee pursuant toSections 5.4, 5.5, 10.9 or any other term of this Indenture, except any such expense,disbursement or advance as may be attributable to its negligence, willful misconduct orbad faith) but with respect to securities transaction charges, only to the extent any suchcharges have not been waived during a Collection Period due to the Trustee's receipt of apayment from a financial institution with respect to certain Eligible Investments, asspecified by the Collateral Manager in writing;

to indemnify the Trustee and its Officers, directors, employees and agents(iii)for, and to hold them harmless against, any loss, liability or expense incurred withoutnegligence, willful misconduct or bad faith on their part, and arising out of or inconnection with the acceptance or administration of this Indenture and the transactionscontemplated hereby, including the costs and expenses of defending themselves(including reasonable attorney's fees and costs) against any claim or liability inconnection with the exercise or performance of any of their powers or duties hereunderand under any other transaction document related hereto; and

to pay the Trustee reasonable additional compensation together with its(iv)expenses (including reasonable counsel fees) for any collection action taken pursuant toSection 6.13 or the exercise or enforcement of remedies pursuant to Article 5.

The Trustee shall receive amounts pursuant to this Section 6.7 in(a)accordance with the Priority of Payments but only to the extent that funds are available for thepayment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under thisIndenture notwithstanding the fact that the Trustee shall not have received amounts due ithereunder; provided that nothing herein shall impair or affect the Trustee's rights under Section6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed toit under this Indenture. If on any date when a fee or expense shall be payable to the Trusteepursuant to this Indenture insufficient funds are available for the payment thereof, any portion ofa fee or expense not so paid shall be deferred and payable on such later date on which a fee orexpense shall be payable and sufficient funds are available therefor.

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The Issuer's obligations under this Section 6.7 shall survive the(b)termination of this Indenture and the resignation or removal of the Trustee pursuant to Section6.9. When the Trustee incurs expenses after the occurrence of a Default or an Event of Defaultunder Section 5.1(g) or (h), the expenses are intended to constitute expenses of administrationunder the Bankruptcy Code or other applicable federal or state bankruptcy, insolvency or similarlaw.

The Trustee hereby agrees not to cause the filing of a petition in(c)bankruptcy with respect to the Issuer, the Co-Issuer or any Issuer Subsidiary for thenon-payment to the Trustee of any amounts provided by this Section 6.7 until at least one yearand one day, or if longer the applicable preference period then in effect plus one day, after thepayment in full of all Notes and Income Notes (and any other debt obligations of the Issuer thathave been rated upon issuance by any rating agency at the request of the Issuer) issued under thisIndenture and the Income Note Documents.

Corporate Trustee Required; Eligibility. There shall at all times beSection 6.8a Trustee hereunder which shall be an Independent organization or entity organized and doingbusiness under the laws of the United States of America or of any state thereof, authorized undersuch laws to exercise corporate trust powers, having a combined capital and surplus of at leastU.S.$200,000,000, subject to supervision or examination by federal or state authority, having along-term CR Assessment of at least "Baa1 (cr)" by Moody's and a short-term credit rating of atleast "A-1" and a long-term credit rating of at least "BBB+" by S&P, and having an office withinthe United States. If such organization or entity publishes reports of condition at least annually,pursuant to law or to the requirements of the aforesaid supervising or examining authority, thenfor the purposes of this Section 6.8, the combined capital and surplus of such organization orentity shall be deemed to be its combined capital and surplus as set forth in its most recentpublished report of condition. If at any time the Trustee shall cease to be eligible in accordancewith the provisions of this Section 6.8, it shall resign immediately in the manner and with theeffect hereinafter specified in this Article 6.

Resignation and Removal; Appointment of Successor. (a) NoSection 6.9resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to thisArticle 6 shall become effective until the acceptance of appointment by the successor Trusteeunder Section 6.10.

The Trustee may resign at any time by giving written notice thereof to the(b)Co-Issuers, the Collateral Manager, the Holders of the Notes and each Rating Agency not lessthan 60 days prior to such resignation. Upon receiving such notice of resignation, the Co-Issuersshall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8by written instrument, in duplicate, executed by an Authorized Officer of the Issuer and anAuthorized Officer of the Co-Issuer, one copy of which shall be delivered to the Trustee soresigning and one copy to the successor Trustee or Trustees, together with a copy to each Holderand the Collateral Manager; provided that the Issuer shall provide prior written notice to theRating Agencies of any such appointment; provided, further, that the Issuer shall not appointsuch successor trustee or trustees without the consent of a Majority of the Notes of each Classvoting as a single class (or, at any time when an Event of Default shall have occurred and be

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continuing or when a successor Trustee has been appointed pursuant to Section 6.9(e), by an Actof a Majority of the Controlling Class) unless (i) the Issuer gives 10 days' prior written notice tothe Holders of such appointment and (ii) a Majority of the Notes (or, at any time when an Eventof Default shall have occurred and be continuing or when a successor Trustee has beenappointed pursuant to Section 6.9(e), a Majority of the Controlling Class) do not provide writtennotice to the Issuer objecting to such appointment (the failure of any such Majority to providesuch notice to the Issuer within 10 days of receipt of notice of such appointment from the Issuerbeing conclusively deemed to constitute consent hereunder to such appointment and approval ofsuch successor trustee or trustees). If no successor Trustee shall have been appointed and aninstrument of acceptance by a successor Trustee shall not have been delivered to the Trusteewithin 30 days after the giving of such notice of resignation, the resigning Trustee or any Holder,on behalf of himself and all others similarly situated, may petition any court of competentjurisdiction for the appointment of a successor Trustee satisfying the requirements of Section6.8.

The Trustee may be removed at any time by Act of a Majority of each (c)Class of Notes voting separately or,by (i) a Majority of the Subordinated Notes or the Collateral Manager upon 30 days prior notice solely if the Trustee defaults in the performance of any of its material duties under this Indenture and has not cured such default within 30 days of such notice and such default was the result of the Trustee's negligence or willful misconduct, (ii) a Majority of the Controlling Class at any time when an Event of Default shall havehas occurred and beiscontinuing or (iii) at any time by an Act of a Majority of the Controllingeach Class of Notes Outstanding hereunder, delivered to the Trustee and to the Co-Issuers.

If at any time:(d)

the Trustee shall cease to be eligible under Section 6.8 and shall fail to(i)resign after written request therefor by the Co-Issuers or a by Majority of the ControllingClass; or

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

then, in any such case (subject to Section 6.9(a)), (A) the Co-Issuers, by Issuer Order, mayremove the Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of himself and allothers similarly situated, petition any court of competent jurisdiction for the removal of theTrustee and the appointment of a successor Trustee.

If the Trustee shall be removed or become incapable of acting, or if a(e)vacancy shall occur in the office of the Trustee for any reason (other than resignation), theCo-Issuers, by Issuer Order, shall promptly appoint a successor Trustee that satisfies therequirements of Section 6.8; provided that such successor Trustee shall be appointed only uponthe written consent of a Majority of the Subordinated Notes. If the Co-Issuers shall fail toappoint a successor Trustee within 30 days after such removal or incapability or the occurrenceof such vacancy, a successor Trustee may be appointed by a Majority of the Controlling Class by

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written instrument delivered to the Issuer and the retiring Trustee with the prior written consentof a Majority of the Subordinated Notes. The successor Trustee so appointed shall, forthwithupon its acceptance of such appointment, become the successor Trustee and supersede anysuccessor Trustee proposed by the Co-Issuers. If no successor Trustee shall have been soappointed by the Co-Issuers or a Majority of the Controlling Class (with the consent of aMajority of the Subordinated Notes) and shall have accepted appointment in the mannerhereinafter provided, subject to Section 5.15, the retiring Trustee may, or any Holder may, onbehalf of himself and all others similarly situated, petition any court of competent jurisdiction forthe appointment of a successor Trustee.

The Co-Issuers shall give prompt notice of each resignation and each(f)removal of the Trustee and each appointment of a successor Trustee by mailing written notice ofsuch event by first class mail, postage prepaid, to the Collateral Manager, to the Holders of theNotes as their names and addresses appear in the Register and to each Rating Agency. Eachnotice shall include the name of the successor Trustee and the address of its Corporate TrustOffice. If the Co-Issuers fail to mail such notice within 10 days after acceptance of appointmentby the successor Trustee, the successor Trustee shall cause such notice to be given at the expenseof the Co-Issuers.

Any resignation or removal of the Trustee under this Section 6.9 shall be(g)an effective resignation or removal of the Bank in all capacities under this Indenture and asCollateral Administrator under the Collateral Administration Agreement.

Acceptance of Appointment by Successor. Every successorSection 6.10Trustee appointed hereunder shall meet the requirements of Section 6.8 and shall execute,acknowledge and deliver to the Co-Issuers and the retiring Trustee an instrument accepting suchappointment. Upon delivery of the required instruments, the resignation or removal of theretiring Trustee shall become effective and such successor Trustee, without any further act, deedor conveyance, shall become vested with all the rights, powers, trusts, duties and obligations ofthe retiring Trustee; but, on request of the Co-Issuers or a Majority of any Class of Notes or thesuccessor Trustee, such retiring Trustee shall, upon payment of its charges then unpaid, executeand deliver an instrument transferring to such successor Trustee all the rights, powers and trustsof the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee allproperty and Money held by such retiring Trustee hereunder. Upon request of any suchsuccessor Trustee, the Co-Issuers shall execute any and all instruments for more fully andcertainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

Merger, Conversion, Consolidation or Succession to Business of Section 6.11Trustee. Any organization or entity into which the Trustee may be merged or converted or withwhich it may be consolidated, or any organization or entity resulting from any merger,conversion or consolidation to which the Trustee shall be a party, or any organization or entitysucceeding to all or substantially all of the corporate trust business of the Trustee, shall be thesuccessor of the Trustee hereunder, provided that such organization or entity shall be otherwisequalified and eligible under this Article 6, without the execution or filing of any paper or anyfurther act on the part of any of the parties hereto and such merger, conversion, consolidation orsuccession does not cause payments on the Notes to be subject to additional withholding tax, orthe Issuer to be subject to net income tax outside of its jurisdiction of incorporation. In case any

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of the Notes has been authenticated, but not delivered, by the Trustee then in office, anysuccessor by merger, conversion or consolidation to such authenticating Trustee may adopt suchauthentication and deliver the Notes so authenticated with the same effect as if such successorTrustee had itself authenticated such Notes.

Co-Trustees. At any time or times, for the purpose of meeting theSection 6.12legal requirements of any jurisdiction in which any part of the Assets may at the time be located,the Co-Issuers and the Trustee shall have power to appoint one or more Persons meeting theeligibility requirements set forth in Section 6.8 to act as co-trustee (subject to written notice toS&P and Moody's), jointly with the Trustee, of all or any part of the Assets, with the power tofile such proofs of claim and take such other actions pursuant to Section 5.6 and to make suchclaims and enforce such rights of action on behalf of the Holders, as such Holders themselvesmay have the right to do, subject to the other provisions of this Section 6.12.

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

Should any written instrument from the Co-Issuers be required by any co-trusteeso appointed, more fully confirming to such co-trustee such property, title, right or power, anyand all such instruments shall, on request, be executed, acknowledged and delivered by theCo-Issuers. The Co-Issuers agree to pay as Administrative Expenses, to the extent funds areavailable therefor under the Priority of Payments, any reasonable fees and expenses inconnection with such appointment.

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

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

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

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

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

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

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

Certain Duties of Trustee Related to Delayed Payment of ProceedsSection 6.13In the event that in any month the Trustee shall not have received a payment with respect to anyPledged Obligation on its Due Date, (a) the Trustee shall promptly notify the Collateral Manager(on behalf of the Issuer) in writing and (b) unless within three Business Days (or the end of theapplicable grace period for such payment, if longer) after such notice such payment shall havebeen received by the Trustee, or the Issuer, in its absolute discretion (but only to the extentpermitted by Section 10.2(a)), shall have made provision for such payment satisfactory to theTrustee in accordance with Section 10.2(g), the Trustee shall request the Obligor of such PledgedObligation, the trustee under the related Underlying Instrument or paying agent designated byeither of them, as the case may be, to make such payment as soon as practicable after suchrequest but in no event later than three Business Days after the date of such request. In the eventthat such payment is not made within such time period, the Trustee, subject to the provisions ofSection 6.1(c)(iv), shall take such action as the Collateral Manager shall direct in writing. Anysuch action shall be without prejudice to any right to claim a Default or Event of Default underthis Indenture. In the event that the Issuer or the Collateral Manager requests a release of aPledged Obligation and/or delivers an additional Collateral Obligation in connection with anysuch action under the Collateral Management Agreement, such release and/or substitution shallbe subject to Section 10.8 and Article 12 of this Indenture, as the case may be. Notwithstandingany other provision hereof, the Trustee shall deliver to the Issuer or its designee any paymentwith respect to any Pledged Obligation or any additional Collateral Obligation received after theDue Date thereof to the extent the Issuer previously made provisions for such paymentsatisfactory to the Trustee in accordance with this Section 6.13 and such payment shall not bedeemed part of the Assets.

Authenticating Agents. Upon the request of the Co-Issuers, theSection 6.14Trustee shall, and if the Trustee so chooses the Trustee may, appoint one or more AuthenticatingAgents with power to act on its behalf and subject to its direction in the authentication of Notesin connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, asfully to all intents and purposes as though each such Authenticating Agent had been expresslyauthorized by such Sections to authenticate such Notes. For all purposes of this Indenture, theauthentication of Notes by an Authenticating Agent pursuant to this Section 6.14 shall bedeemed to be the authentication of Notes by the Trustee.

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

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

Unless the Authenticating Agent is also the same entity as the Trustee, the Issueragrees to pay to each Authenticating Agent from time to time reasonable compensation for itsservices, and reimbursement for its reasonable expenses relating thereto as an AdministrativeExpense under Section 11.1. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable toany Authenticating Agent.

Withholding. If any withholding tax is imposed on the Issuer'sSection 6.15payment under the Notes to any Holder, such tax shall reduce the amount otherwise distributableto such Holder. The Trustee or any Paying Agent is hereby authorized and directed to retainfrom amounts otherwise distributable to any Holder sufficient funds for the payment of any tax,including pursuant to FATCA (but such authorization shall not prevent the Trustee or suchPaying Agent from contesting any such tax in appropriate proceedings and withholding paymentof such tax, if permitted by law, pending the outcome of such proceedings). The amount of anywithholding tax imposed with respect to any Holder shall be treated as cash distributed to suchHolder at the time it is withheld by the Trustee or any Paying Agent and remitted to theappropriate taxing authority. If there is a possibility that withholding tax is payable with respectto a distribution and the Trustee or any Paying Agent has not received documentation from suchHolder showing an exemption from withholding, the Trustee or such Paying Agent shallwithhold such amounts in accordance with this Section 6.15. If any Holder wishes to apply for arefund of any such withholding tax, the Trustee or such Paying Agent shall reasonably cooperatewith such Holder in making such claim so long as such Holder agrees to reimburse the Trustee orsuch Paying Agent for any out-of-pocket expenses incurred. Nothing herein shall impose anobligation on the part of the Trustee or any Paying Agent to determine the amount of any tax orwithholding obligation on the part of the Issuer or in respect of the Notes.

Representative for Secured Holders Only; Agent for Each Hedge Section 6.16Counterparty and the Holders of the Subordinated Notes. With respect to the security interestcreated hereunder, the delivery of any Asset to the Trustee is to the Trustee as representative ofthe Holders of the Secured Notes and agent for each other Secured Party and the Holders of theSubordinated Notes. In furtherance of the foregoing, the possession by the Trustee of any Asset,the endorsement to or registration in the name of the Trustee of any Asset (including withoutlimitation as Entitlement Holder of the Custodial Account) are all undertaken by the Trustee inits capacity as representative of the Holders of the Secured Notes and agent for each otherSecured Party and the Holders of the Subordinated Notes.

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Representations and Warranties of the Bank. The Bank herebySection 6.17represents and warrants as follows:

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

Authorization; Binding Obligations. The Bank has the corporate power(b)and authority to perform the duties and obligations of trustee under this Indenture. The Bank hastaken all necessary corporate action to authorize the execution, delivery and performance of thisIndenture, and all of the documents required to be executed by the Bank pursuant hereto. Uponexecution and delivery by the Bank, this Indenture shall constitute the legal, valid and bindingobligation of the Bank enforceable against the Bank in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium,liquidation and similar laws affecting the rights of creditors, and subject to equitable principlesincluding, without limitation, concepts of materiality, reasonableness, good faith and fair dealing(whether enforcement is sought in a legal or equitable Proceeding), and except that certain ofsuch obligations may be enforceable solely against the Assets.

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

No Conflict. Neither the execution, delivery and performance of this(d)Indenture, nor the consummation of the transactions contemplated by this Indenture, (i) isprohibited by, or requires the Bank to obtain any consent, authorization, approval or registrationunder, any law, statute, rule, regulation, judgment, order, writ, injunction or decree that isbinding upon the Bank or any of its properties or assets, or (ii) will violate any provision of,result in any default or acceleration of any material obligations under, result in the creation orimposition of any lien pursuant to, or require any consent under, any material agreement towhich the Bank is a party or by which it or any of its property is bound.

Communication with Rating Agencies. Any writtenSection 6.18communication, including any confirmation, from a Rating Agency provided for or required tobe obtained by the Trustee hereunder shall be sufficient in each case when such communicationor confirmation is received by the Trustee, including by electronic message, facsimile, pressrelease, or by posting to the applicable Rating Agency's website. For the avoidance of doubt, nowritten communication given by S&P or Moody's under this Section 6.18 shall be deemed tosatisfy the S&P Rating Condition or the Moody's Rating Condition unless such communicationis provided by S&P or Moody's specifically in satisfaction of the S&P Rating Condition or theMoody's Rating Condition, as applicable.

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ARTICLE VII

COVENANTS

Payment of Principal and Interest. The Applicable Issuers shallSection 7.1duly and punctually pay the principal of and interest on the Secured Notes, in accordance withthe terms of such Notes and this Indenture pursuant to the Priority of Payments. The Issuershall, to the extent legally permitted and to the extent funds are available pursuant to the Priorityof Payments, duly and punctually pay all required distributions on the Subordinated Notes, inaccordance with the Subordinated Notes and this Indenture.

The Issuer shall, subject to the Priority of Payments, reimburse the Co-Issuer forany amounts paid by the Co-Issuer pursuant to the terms of the Notes or this Indenture. TheCo-Issuer shall not reimburse the Issuer for any amounts paid by the Issuer pursuant to the termsof the Notes or this Indenture.

Amounts properly withheld under the Code or other applicable law by any Personfrom a payment to any Holder shall be considered as having been paid by the Applicable Issuersto such Holder for all purposes of this Indenture.

Maintenance of Office or Agency. The Co-Issuers hereby appointSection 7.2the Trustee as a Paying Agent for payments on the Notes. Notes may be surrendered forregistration of transfer or exchange at the Corporate Trust Office of the Trustee or its agentdesignated for purposes of surrender, transfer or exchange. The Co-Issuers hereby appointCorporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, New York,as agent upon whom process or demands may be served in any action arising out of or based onthis Indenture or the transactions contemplated hereby.

The Co-Issuers may at any time and from time to time vary or terminate theappointment of any such agent or appoint any additional agents for any or all of such purposes;provided, however, that the Co-Issuers shall maintain in the Borough of Manhattan, The City ofNew York, an office or agency where notices and demands to or upon the Co-Issuers in respectof such Notes and this Indenture may be served and, subject to any laws or regulationsapplicable thereto, an office or agency outside of the United States where Notes may bepresented and surrendered for payment; provided, further, that no paying agent shall beappointed in a jurisdiction which would cause payments on the Notes to be subject to aggregatewithholding tax in excess of any withholding tax that was imposed on such paymentsimmediately before the appointment. The Co-Issuers hereby appoint, for so long as any Class ofNotes is listed on the Irish Stock Exchange, Maples and Calder (the "Irish Listing Agent") aslisting agent in Ireland with respect to the Listed Notes. In the event that the Irish Listing Agentis replaced at any time during such period, notice of the appointment of any replacement shall besent to the Irish Stock Exchange for release as promptly as practicable after such appointment.The Co-Issuers shall at all times cause a duplicate copy of the Register to be maintained at theCorporate Trust Office. The Co-Issuers shall give written notice as soon as reasonablypracticable to the Trustee, the Holders, and each Rating Agency of the appointment or

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termination of any such agent and of the location and any change in the location of any suchoffice or agency.

If at any time the Co-Issuers shall fail to maintain any such required office oragency in the Borough of Manhattan, The City of New York, or outside the United States, orshall fail to furnish the Trustee with the address thereof, presentations and surrenders may bemade (subject to the limitations described in the preceding paragraph) at and notices anddemands may be served on the Co-Issuers, and Notes may be presented and surrendered forpayment to the appropriate Paying Agent at its main office, and the Co-Issuers hereby appointthe same as their agent to receive such respective presentations, surrenders, notices and demands.

Money for Note Payments to Be Held in Trust. All payments ofSection 7.3amounts due and payable with respect to any Notes that are to be made from amounts withdrawnfrom the Payment Account shall be made on behalf of the Applicable Issuers by the Trustee or aPaying Agent with respect to payments on the Notes.

When the Co-Issuers shall have a Paying Agent that is not also the Registrar, theyshall furnish, or cause the Registrar to furnish, no later than the fifth calendar day after eachRecord Date a list, if necessary, in such form as such Paying Agent may reasonably request, ofthe names and addresses of the Holders and of the certificate numbers of individual Notes heldby each such Holder.

Whenever the Co-Issuers shall have a Paying Agent other than the Trustee, theyshall, on or before the Business Day next preceding each Payment Date or Redemption Date, asthe case may be, direct the Trustee to deposit on such Payment Date or Redemption Date withsuch Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becomingdue (to the extent funds are then available for such purpose in the Payment Account), such sumto be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent isthe Trustee) the Co-Issuers shall promptly notify the Trustee of its action or failure so to act.Any Monies deposited with a Paying Agent (other than the Trustee) in excess of an amountsufficient to pay the amounts then becoming due on the Notes with respect to which such depositwas made shall be paid over by such Paying Agent to the Trustee for application in accordancewith Article 10.

The initial Paying Agent shall be as set forth in Section 7.2. Any additional orsuccessor Paying Agents shall be appointed by Issuer Order with written notice thereof to theTrustee; provided, however, that so long as the Notes of any Class are rated by a Rating Agency,with respect to any additional or successor Paying Agent, either (i) such Paying Agent has along-term CR Assessment of "A2 (cr)" or higher and a short-term CR Assessment of "P-1 (cr)"by Moody's and short-term credit rating of at least "A-1" and a long-term credit rating of at least"A+" by S&P or (ii) the Global Rating Agency Condition is satisfied. In the event that suchsuccessor Paying Agent ceases to satisfy such ratings requirements, the Co-Issuers shall removesuch Paying Agent and appoint a successor Paying Agent that satisfies such required ratingswithin 30 days of receipt of notice of such failure. The Co-Issuers shall not appoint any PayingAgent that is not, at the time of such appointment, a depository institution or trust companysubject to supervision and examination by federal and/or state and/or national bankingauthorities. The Co-Issuers shall cause each Paying Agent other than the Trustee to execute and

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deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee andif the Trustee acts as Paying Agent, it hereby so agrees, subject to the provisions of this Section7.3, that such Paying Agent shall:

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

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

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

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

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

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

Except as otherwise required by applicable law, any Money deposited with theTrustee or any Paying Agent in trust for any payment on any Note and remaining unclaimed fortwo years after such amount has become due and payable shall be paid to the Applicable Issuerson Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor,look only to the Applicable Issuers for payment of such amounts (but only to the extent of theamounts so paid to the Applicable Issuers) and all liability of the Trustee or such Paying Agentwith respect to such trust Money shall thereupon cease. The Trustee or such Paying Agent,before being required to make any such release of payment, may, but shall not be required to,adopt and employ, at the expense of the Applicable Issuers any reasonable means of notificationof such release of payment, including, but not limited to, mailing notice of such release toHolders whose Notes have been called but have not been surrendered for redemption or whose

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right to or interest in Monies due and payable but not claimed is determinable from the recordsof any Paying Agent, at the last address of record of each such Holder.

Existence of Co-Issuers. (a) The Issuer and the Co-Issuer shall, toSection 7.4the maximum extent permitted by applicable law, maintain in full force and effect their existenceand rights as companies incorporated or organized under the laws of the Cayman Islands and theState of Delaware, respectively, and shall obtain and preserve their qualification to do businessas foreign corporations in each jurisdiction in which such qualifications are or shall be necessaryto protect the validity and enforceability of this Indenture, the Notes or any of the Assets;provided, however, that the Issuer shall be entitled to change its jurisdiction of incorporationfrom the Cayman Islands to any other jurisdiction reasonably selected by the Issuer at thedirection of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legalopinion (upon which the Trustee may conclusively rely) to the effect that such change is notdisadvantageous in any material respect to the Holders, (ii) written notice of such change shallhave been given by the Issuer to the Trustee (which shall provide notice to the Holders), theCollateral Manager, and each Rating Agency and (iii) on or prior to the 15th Business Dayfollowing receipt of such notice the Trustee shall not have received written notice from aMajority of the Controlling Class objecting to such change.

Each of the Issuer and the Co-Issuer shall ensure that all corporate or other(b)formalities regarding its existence (including, to the extent required by applicable law, holdingregular board of directors,' members', partners' and shareholders' or other similar meetings) arefollowed. Neither the Issuer nor the Co-Issuer shall take any action, or conduct its affairs in amanner, that is likely to result in its separate existence being ignored or in its assets andliabilities being substantively consolidated with any other Person in a bankruptcy, reorganizationor other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have anysubsidiaries (other than the Co-Issuer and any Issuer Subsidiary), (ii) the Co-Issuer shall nothave any subsidiaries and (iii) except to the extent contemplated in the AdministrationAgreement or the Issuer's amended and restated declaration of trust, each dated April 27, 2016,(x) the Issuer and the Co-Issuer shall not (A) have any employees (other than their respectivedirectors, members or managers, as applicable, to the extent any thereof is deemed to be anemployee), (B) except as contemplated by the Collateral Management Agreement, the IncomeNote Paying Agency Agreement, the Memorandum and Articles or the AdministrationAgreement, engage in any transaction with any shareholder or member, as applicable, that wouldconstitute a conflict of interest or (C) pay dividends other than in accordance with the terms ofthis Indenture and the Memorandum and Articles and (y) the Issuer shall (A) maintain books andrecords separate from any other Person, (B) maintain its accounts separate from those of anyother Person, (C) not commingle its assets with those of any other Person, (D) conduct its ownbusiness in its own name, (E) maintain separate financial statements (if any), (F) pay its ownliabilities out of its own funds, (G) maintain an arm's length relationship with its Affiliates, (H)use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J)correct any known misunderstanding regarding its separate identity.

Protection of Assets. (a) The Issuer, or the Collateral Manager onSection 7.5behalf and at the expense of the Issuer, shall cause the taking of such action by the Issuer (or bythe Collateral Manager if within the Collateral Manager's control under the CollateralManagement Agreement) as is reasonably necessary in order to perfect and maintain the

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perfection and priority of the security interest of the Trustee in the Assets. The Issuer shall fromtime to time prepare or cause to be prepared, execute, deliver and file all such supplements andamendments hereto and all such Financing Statements, continuation statements, instruments offurther assurance and other instruments, and shall take such other action as may be necessary oradvisable or desirable to secure the rights and remedies of the Trustee for the benefit of theHolders of the Secured Notes hereunder and to:

Grant more effectively all or any portion of the Issuer's right, title and(i)interest in, to and under the Assets;

maintain, preserve and perfect any Grant made or to be made by this(ii)Indenture including, without limitation, the first priority nature of the lien or carry outmore effectively the purposes hereof;

perfect, publish notice of or protect the validity of any Grant made or to be(iii)made by this Indenture (including, without limitation, any and all actions necessary ordesirable as a result of changes in law or regulations);

enforce any of the Pledged Obligations or other instruments or property(iv)included in the Assets;

preserve and defend title to the Assets and the rights therein of the(v)Secured Parties in the Assets against the claims of all Persons and parties;

if required to avoid or reduce the withholding, deduction, or imposition of(vi)United States income or withholding tax, and if reasonably able to do so, deliver or causeto be delivered an IRS Form W-8IMY or successor applicable form, IRS FormW-8BEN-E (as applicable) and other properly completed and executed documentation,agreements, and certifications to each issuer, counterparty, paying agent, and/or to anyapplicable taxing authority or other governmental authority, and enter into anyagreements with a taxing authority or other governmental authority; or

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

The Issuer hereby designates the Trustee as its agent and attorney in fact toprepare and file or record any Financing Statement (other than the Financing Statement deliveredon the Closing Date), continuation statement and all other instruments, and take all other actions,required pursuant to this Section 7.5; provided that such appointment shall not impose upon theTrustee any of the Issuer's or the Collateral Manager's obligations under this Section 7.5. Inconnection therewith, the Trustee shall be entitled to receive, at the cost of the Issuer, andconclusively rely upon an Opinion of Counsel delivered in accordance with Section 7.6 as to theneed to file, the dates by which such filings are required to be made and the jurisdiction in whichsuch filings are to be made and the form and content of such filings. The Issuer furtherauthorizes and shall cause the Issuer's United States counsel to file a Financing Statement thatnames the Issuer as debtor and the Trustee, on behalf of the Secured Parties, as secured party andthat describes "all personal property of the Debtor now owned or hereafter acquired" as theAssets in which the Trustee has a Grant.

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The Trustee shall not, except in accordance with Article 5 and Sections(a)10.8, 12.1, and 12.4, as applicable, permit the removal of any portion of the Assets or transferany such Assets from the Account to which it is credited, or cause or permit any change in theDelivery made pursuant to Section 3.3 with respect to any Assets, if, after giving effect thereto,the jurisdiction governing the perfection of the Trustee's security interest in such Assets isdifferent from the jurisdiction governing the perfection at the time of delivery of the most recentOpinion of Counsel pursuant to Section 7.6 (or, if no Opinion of Counsel has yet been deliveredpursuant to Section 7.6, the Opinion of Counsel delivered at the Closing Date pursuant toSection 3.1(a)(iii)) unless the Trustee shall have received an Opinion of Counsel to the effect thatthe lien and security interest created by this Indenture with respect to such property and thepriority thereof shall continue to be maintained after giving effect to such action or actions.

The Issuer shall make an entry with respect to the security interest created(b)under this Indenture in the register of mortgages and charges at the Issuer's registered office inthe Cayman Islands.

Opinions as to Assets. Within the six month period preceding theSection 7.6fifth anniversary of the Closing Date (and every five years thereafter), the Issuer shall furnish tothe Trustee an Opinion of Counsel upon which Moody's and S&P are permitted to rely (and theIssuer shall provide a copy of such Opinion of Counsel to Moody's and S&P) either (i) statingthat, in the opinion of such counsel, such action has been taken (including without limitationwith respect to the filing of any Financing Statements and continuation statements) as isnecessary to maintain the lien and security interest created by this Indenture and reciting thedetails of such action or (ii) describing the filing of any Financing Statements and continuationstatements that shall, in the opinion of such counsel, be required to maintain the lien and securityinterest of this Indenture.

Performance of Obligations. (a) The Co-Issuers, each as to itself,Section 7.7shall not take any action, and shall use their commercially reasonable efforts not to permit anyaction to be taken by others, that would release any Person from any of such Person's covenantsor obligations under any instrument included in the Assets, except in the case of pricingamendments, ordinary course waivers/amendments, and enforcement action taken with respect toany Defaulted Obligation in accordance with the provisions hereof and actions by the CollateralManager under the Collateral Management Agreement and in conformity with this Indenture oras otherwise required hereby.

The Applicable Issuers may, with the prior written consent of a Majority(b)of each Class of Secured Notes (except in the case of the Collateral Management Agreement andthe Collateral Administration Agreement, in which case no consent shall be required), contractwith other Persons, including the Collateral Manager, the Trustee and the CollateralAdministrator for the performance of actions and obligations to be performed by the ApplicableIssuers hereunder and under the Collateral Management Agreement and the CollateralAdministration Agreement by such Persons. Notwithstanding any such arrangement, theApplicable Issuers shall remain primarily liable with respect thereto. In the event of suchcontract, the performance of such actions and obligations by such Persons shall be deemed to beperformance of such actions and obligations by the Applicable Issuers; and the Applicable

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Issuers shall punctually perform, and use their commercially reasonable efforts to cause theCollateral Manager, the Trustee, the Collateral Administrator and such other Person to perform,all of their obligations and agreements contained in the Collateral Management Agreement, thisIndenture, the Collateral Administration Agreement or any such other agreement.

If the Co-Issuers receive a notice from a Rating Agency stating that they(c)are not in compliance with Rule 17g-5, the Co-Issuers shall take such action as mutually agreedbetween the Co-Issuers and such Rating Agency in order to comply with Rule 17g-5.Notwithstanding the foregoing, the failure to take such action or failure to reach mutualagreement between the Co-Issuers and such Rating Agency shall not constitute an Event ofDefault under this Indenture.

Negative Covenants. (a) The Issuer shall not and, with respect toSection 7.8clauses (i), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x) and (xvii) below, the Co-Issuer shall not, ineach case from and after the Closing Date:

sell, transfer, exchange or otherwise dispose of, or pledge, mortgage,(i)hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), anypart of the Assets, or enter into an agreement or commitment to do so, or enter into orengage in any business with respect to any part of the Assets, except as expresslypermitted by this Indenture and the Collateral Management Agreement;

claim any credit on, make any deduction from, or dispute the(ii)enforceability of payment of the principal or interest payable (or any other amount) inrespect of the Notes (other than amounts withheld in accordance with the Code or anyapplicable laws of the Cayman Islands or other applicable jurisdiction) or assert anyclaim against any present or future Holder of Notes, by reason of the payment of anytaxes levied or assessed upon any part of the Assets, other than pursuant to Section 7.16or otherwise pursuant to this Indenture;

(A) incur or assume or guarantee any indebtedness, other than the Notes(iii)and this Indenture and the transactions contemplated hereby, or (B)(1) issue anyadditional class of securities (except as provided in Section 2.4) or (2) issue anyadditional shares;

(A) permit the validity or effectiveness of this Indenture or any Grant(iv)hereunder to be impaired, or permit the lien of this Indenture to be amended,hypothecated, subordinated, terminated or discharged, or permit any Person to bereleased from any covenants or obligations with respect to this Indenture or the Notes,except as may be permitted hereby or by the Collateral Management Agreement, (B)except as permitted by this Indenture, permit any lien, charge, adverse claim, securityinterest, mortgage or other encumbrance (other than the lien of this Indenture) to becreated on or extend to or otherwise arise upon or burden any part of the Assets, anyinterest therein or the proceeds thereof, or (C) except as permitted by this Indenture, takeany action that would permit the lien of this Indenture not to constitute a valid firstpriority security interest in the Assets;

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amend the Collateral Management Agreement except pursuant to the(v)terms thereof and Article 15 of this Indenture;

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

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

permit the formation of any subsidiaries (other than, in the case of the(viii)Issuer, the Co-Issuer and any Issuer Subsidiary);

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

have any employees (other than directors, members or managers to the(x)extent they are employees);

elect to be treated for U.S. federal income tax purposes as a foreign(xi)corporation;

establish a branch, agency, office or place of business in the United States, (xii)or take any action or engage in any activity (directly or through any other agent) which would subject it to United States federal, state, or local net income tax;

solicit, advertise or publish the Issuer's ability to enter into credit(xiii)derivatives;

register as or become subject to regulatory supervision or other legal(xiv)requirements under the laws of any country or political subdivision thereof as a bank,insurance company or finance company;

knowingly take any action that would reasonably be expected to cause it(xv)to be treated as a bank, insurance company or finance company for purposes of (i) anytax, securities law or other filing or submission made to any governmental authority, (ii)any application made to a rating agency or (iii) qualification for any exemption from tax,securities law or any other legal requirements;

hold itself out to the public as a bank, insurance company or finance(xvi)company; and

(A) in the case of the Issuer, transfer its membership interest in the(xvii)Co-Issuer so long as any Secured Notes are Outstanding or (B) in the case of theCo-Issuer, permit the transfer of any of its membership interests so long as any SecuredNotes are Outstanding; and

engage in securities lending.(xviii)

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The Co-Issuer shall not invest any of its assets in "securities" as such term(a)is defined in the Investment Company Act, and shall keep all of its assets in Cash.

Notwithstanding anything to the contrary contained herein, the Issuer shall(b)not, and shall use its commercially reasonable efforts to ensure that the Collateral Manageracting on the Issuer's behalf does not, acquire or own any asset, conduct any activity or take anyaction unless the acquisition or ownership of such asset, the conduct of such activity or thetaking of such action, as the case may be, would not cause the Issuer to be engaged, or deemed tobe engaged, in a trade or business within the United States for United States federal income taxpurposes or otherwise to be subject to United States federal income tax on a net basis or net income tax on a net income basis in any other jurisdiction; provided, however, that the Issuer shall not be considered to have violated the obligations in this Section 7.8(c) if it has complied with Section 7.8(d).

In furtherance and not in limitation of Section 7.8(c), notwithstanding(c)anything to the contrary contained herein, the Issuer shall comply with all of the provisions setforth in the Tax Guidelines; provided that the Issuer (or the Collateral Manager acting on itsbehalf) may take an action that is not permitted by such Tax Guidelines if (x) such action isotherwise permitted under the Collateral Management Agreement and this Indenture and (y) theCollateral Manager has received an opinion or written advice of Dechert LLP or Paul HastingsLLP or an opinion of other tax counsel of nationally recognized standing in the United Statesexperienced in such matters that, under the relevant facts and circumstances with respect to suchtransaction, the Collateral Manager's failure to comply with the Tax Guidelines will not causethe Issuer to be treated as engaged in a trade or business in the United States for U.S. federalincome tax purposes or otherwise to be subject to U.S. federal income tax on a net basis.

The Issuer and the Co-Issuer shall not be party to any agreements(d)(including Hedge Agreements) without including customary "non-petition" and "limitedrecourse" provisions therein (and shall not amend or eliminate such provisions in any agreementto which it is party), except for any agreements related to the purchase and sale of any CollateralObligations or Eligible Investments which contain customary (as determined by the CollateralManager in its sole discretion) purchase or sale terms or which are documented using customary(as determined by the Collateral Manager in its sole discretion) loan trading documentation.

The Issuer shall not acquire or hold any debt obligations in bearer form(e)(other than securities not required to be in registered form under Section 163(f)(2)(A) of theCode).

The Issuer shall not fail to have at least one independent director and the(f)Co-Issuer shall not fail to maintain an independent manager under its limited liability companyagreement.

Statement as to Compliance. On or before July 17th in eachSection 7.9calendar year, commencing in 2017, or immediately if there has been a Default under thisIndenture and prior to the issuance of any Additional Notes pursuant to Section 2.4, the Issuershall deliver to the Trustee, the Collateral Manager, the Collateral Administrator and the

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Administrator (to be forwarded, at the cost of the Issuer, by the Trustee to each Holder making awritten request therefor and each Rating Agency) an Officer's certificate of the Issuer that,having made reasonable inquiries of the Collateral Manager, and to the best of the knowledge,information and belief of the Issuer, there did not exist, as at a date not more than five days priorto the date of the certificate, nor had there existed at any time prior thereto since the date of thelast certificate (if any), any Default hereunder or, if such Default did then exist or had existed,specifying the same and the nature and status thereof, including actions undertaken to remedythe same, and that the Issuer has complied with all of its obligations under this Indenture or, ifsuch is not the case, specifying those obligations with which it has not complied.

Co-Issuers May Consolidate, etc., only on Certain Terms. NeitherSection 7.10the Issuer nor the Co-Issuer (the "Merging Entity") shall consolidate or merge with or into anyother Person (except in connection with the Closing Date Merger) or transfer or convey all orsubstantially all of its assets to any Person, unless permitted by Cayman Islands law (in the caseof the Issuer) or United States and Delaware law (in the case of the Co-Issuer) and unless:

the Merging Entity shall be the surviving corporation, or the Person (if(a)other than the Merging Entity) formed by such consolidation or into which the Merging Entity ismerged or to which all or substantially all of the assets of the Merging Entity are transferred (the"Successor Entity") (A) if the Merging Entity is the Issuer, shall be a company organized andexisting under the laws of the Cayman Islands or such other jurisdiction approved by a Majorityof the Controlling Class and a Majority of the Subordinated Notes; provided, that no suchapproval shall be required in connection with any such transaction undertaken solely to effect achange in the jurisdiction of incorporation pursuant to Section 7.4, and (B) in any case shallexpressly assume, by an indenture supplemental hereto, executed and delivered to the Trusteeand each Holder, the due and punctual payment of the principal of and interest on all SecuredNotes issued by the Merging Entity and the performance and observance of every covenant ofthis Indenture on its part to be performed or observed, all as provided herein;

the Trustee shall have received notice of such consolidation or merger and(b)shall have distributed copies of such notice to the Collateral Manager and each Rating Agency assoon as reasonably practicable and in any case no less than five days prior to such merger orconsolidation, and the Trustee shall have received written confirmation from each RatingAgency that its ratings issued with respect to the Secured Notes then rated by such RatingAgency shall not be reduced or withdrawn as a result of the consummation of such transaction;

if the Merging Entity is not the surviving corporation, the Successor Entity(c)shall have agreed with the Trustee (i) to observe the same legal requirements for the recognitionof such formed or surviving corporation as a legal entity separate and apart from any of itsAffiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not toconsolidate or merge with or into any other Person or transfer or convey the Assets or all orsubstantially all of its assets to any other Person except in accordance with the provisions of thisSection 7.10;

if the Merging Entity is not the surviving corporation, the Successor Entity(d)shall have delivered to the Trustee, and each Rating Agency, an Officer's certificate and anOpinion of Counsel each stating that such Person shall be duly organized, validly existing and in

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good standing in the jurisdiction in which such Person is organized; that such Person hassufficient power and authority to assume the obligations set forth in subsection (a) above and toexecute and deliver an indenture supplemental hereto for the purpose of assuming suchobligations; that such Person has duly authorized the execution, delivery and performance of anindenture supplemental hereto for the purpose of assuming such obligations and that suchsupplemental indenture is a valid, legal and binding obligation of such Person, enforceable inaccordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratoriumand other laws affecting the enforcement of creditors' rights generally and to general principlesof equity (regardless of whether such enforceability is considered in a Proceeding in equity or atlaw); if the Merging Entity is the Issuer, that, immediately following the event which causessuch Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title,free and clear of any lien, security interest or charge, other than the lien and security interest ofthis Indenture, to the Assets securing all of the Notes and (ii) the Trustee continues to have avalid perfected first priority security interest in the Assets securing all of the Secured Notes; andin each case as to such other matters as the Trustee or any Holder may reasonably require;provided, that nothing in this clause shall imply or impose a duty on the Trustee to require suchother documents;

immediately after giving effect to such transaction, no Default or Event of(e)Default shall have occurred and be continuing;

the Merging Entity shall have delivered notice to each Rating Agency and(f)the Collateral Manager, and the Merging Entity shall have delivered to the Trustee and eachHolder an Officer's certificate and an Opinion of Counsel each stating that such consolidation,merger, transfer or conveyance and such supplemental indenture comply with this Article 7 andthat all conditions in this Article 7 relating to such transaction have been complied with and thatsuch transaction will not (1) result in the Merging Entity and Successor Entity becoming subject to United States federal, state or local income taxation with respect to their net income, or subject to tax on a net income basis in any jurisdiction, (2) result in the Merging Entity andor theSuccessor Entity being treated as being engaged in a trade or business within the United Statesor (3for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net basis or (2) have a material adverse effect on the tax treatment of the Issuer or the taxconsequences to the holders of any Class of Notes outstanding at the time of issuancesuch consolidation, merger, transfer or conveyance, as described in the Offering Circular under theheading "Certain U.S. Federal Income Tax Considerations," (and including causing a deemedretirement and reissuance, or exchange of Notes);

the Merging Entity shall have delivered to the Trustee an Opinion of(g)Counsel stating that after giving effect to such transaction, neither of the Co-Issuers (or, ifapplicable, the Successor Entity) will be required to register as an investment company under theInvestment Company Act; and

after giving effect to such transaction, the outstanding stock (other than(h)the Subordinated Notes) of the Merging Entity (or, if applicable, the Successor Entity) will notbe beneficially owned within the meaning of the Investment Company Act by any U.S. person.

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Successor Substituted. Upon any consolidation or merger, orSection 7.11transfer or conveyance of all or substantially all of the assets of the Issuer or the Co-Issuer, inaccordance with Section 7.10 in which the Merging Entity is not the surviving corporation, theSuccessor Entity shall succeed to, and be substituted for, and may exercise every right and powerof, and shall be bound by each obligation and covenant of, the Merging Entity under thisIndenture with the same effect as if such Person had been named as the Issuer or the Co-Issuer,as the case may be, herein. In the event of any such consolidation, merger, transfer orconveyance, the Person named as the "Issuer" or the "Co-Issuer" in the first paragraph of thisIndenture or any successor which shall theretofore have become such in the manner prescribed inthis Article 7 may be dissolved, wound up and liquidated at any time thereafter, and such Personthereafter shall be released from its liabilities as obligor and maker on all the Notes and from itsobligations under this Indenture.

No Other Business. From and after the Closing Date, the IssuerSection 7.12shall not engage in any business or activity other than issuing and selling the Notes pursuant tothis Indenture and acquiring, owning, holding, selling, lending, exchanging, redeeming,pledging, contracting for the management of and otherwise dealing with Collateral Obligationsand the other Assets in connection therewith (including establishing and maintaining any IssuerSubsidiary) and entering into Hedge Agreements, the Collateral Administration Agreement, theSecurities Account Control Agreement, the Collateral Management Agreement and otheragreements specifically contemplated by this Indenture, and the Co-Issuer shall not engage inany business or activity other than issuing and selling the Notes to be issued by it pursuant to thisIndenture and entering into the Note Purchase Agreement, the Refinancing Purchase Agreementand the Transaction Documents to which it is a party and, with respect to the Issuer and theCo-Issuer, such other activities which are necessary, suitable or convenient to accomplish theforegoing or are incidental thereto or connected therewith or ancillary thereto. The Issuer andthe Co-Issuer may amend, or permit the amendment of, the Memorandum and Articles of theIssuer and the certificate of formation and operating agreement of the Co-Issuer, respectivelyonly upon satisfaction of the Global Rating Agency Condition.

Annual Rating Review. (a) So long as any of the Secured NotesSection 7.13of any Class remain Outstanding, on or before July 17th in each year, commencing in 2017, theApplicable Issuers shall obtain and pay for an annual review of the rating of each such Class ofSecured Notes from each Rating Agency, as applicable; provided that, if, pursuant to theirrespective policies, S&P or Moody's will not provide such annual review upon request, suchannual review need not be obtained in accordance with the schedule indicated above and areview shall instead be obtained when provided by such Rating Agency. The Applicable Issuersshall promptly notify the Trustee and the Collateral Manager in writing (and the Trustee shallpromptly provide the Holders with a copy of such notice) if at any time the rating of any suchClass of Secured Notes has been, or is known shall be, changed or withdrawn.

With respect to any Collateral Obligation receiving a credit estimate from(b)Moody's, the Issuer shall (i) annually and (ii) following the consummation of a materialamendment to any Collateral Obligation obtain (and pay for) from Moody's written confirmationof, or an update to, the credit estimate with respect to such Collateral Obligation.

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Reporting. At any time when the Co-Issuers are not subject toSection 7.14Section 13 or 15(d) of the Exchange Act and are not exempt from reporting pursuant to Rule12g3 2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note,the Co-Issuers shall promptly furnish or cause to be furnished "Rule 144A Information" to suchHolder or beneficial owner, to a prospective purchaser of such Note designated by such Holderor beneficial owner, or to the Trustee for delivery to such Holder or beneficial owner or aprospective purchaser designated by such Holder or beneficial owner, as the case may be, inorder to permit compliance by such Holder or beneficial owner of such Note with Rule 144Aunder the Securities Act in connection with the resale of such Note by such Holder or beneficialowner of such Note, respectively. "Rule 144A Information" shall be such information as isspecified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provisionthereto).

Calculation Agent. (a) The Issuer hereby agrees that for so longSection 7.15as any Secured Notes remain Outstanding there shall at all times be an agent appointed (whichdoes not control or is not controlled or under common control with the Issuer or its Affiliates orthe Collateral Manager or its Affiliates) to calculate LIBOR in respect of each Interest AccrualPeriod (or portion thereof, in the case of the first Interest Accrual Period) in accordance with theterms of Exhibit C hereto (the "Calculation Agent"). The Issuer hereby appoints the CollateralAdministrator as Calculation Agent. The Calculation Agent may be removed by the Issuer or theCollateral Manager, on behalf of the Issuer, at any time. If the Calculation Agent is unable orunwilling to act as such or is removed by the Issuer or the Collateral Manager, on behalf of theIssuer, or if the Calculation Agent fails to determine the Note Interest Rate applicable to eachClass of Secured Notes and the Note Interest Amounts, the Issuer or the Collateral Manager, onbehalf of the Issuer, shall promptly appoint a replacement Calculation Agent which does notcontrol or is not controlled by or under common control with the Issuer or its Affiliates or theCollateral Manager or its Affiliates. The Calculation Agent may not resign its duties without asuccessor having been duly appointed. In addition, for so long as any Notes are listed on theIrish Stock Exchange and the guidelines of such exchange so require, notice of the appointmentof any replacement Calculation Agent shall be sent to the Irish Listing Agent for release via theIrish Stock Exchange.

The Calculation Agent shall be required to agree that, as soon as(b)practicable after 11:00 a.m. London time on each Interest Determination Date, but in no eventlater than 11:00 a.m. New York time on the London Banking Day immediately following eachInterest Determination Date, the Calculation Agent shall calculate the Note Interest Rate for eachClass of Secured Notes for the next Interest Accrual Period (or, for the first Interest AccrualPeriod, the related portion thereof) and except in the case of the first Interest DeterminationDate, the Calculation Agent shall calculate the Note Interest Amount for each Class of SecuredNotes (in each case, rounded to the nearest cent, with half a cent being rounded upward) for therelated Interest Accrual Period, payable on the next Payment Date. At such time the CalculationAgent shall deliver notice of the results of such calculations to the Co-Issuers, the Trustee, eachPaying Agent, the Collateral Manager, Euroclear and Clearstream. The Calculation Agent shallalso specify to the Co-Issuers the quotations upon which the foregoing rates and amounts arebased, and in any event the Calculation Agent shall notify the Co-Issuers and the CollateralManager before 5:00 p.m. (New York time) on every Interest Determination Date if it has not

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determined and is not in the process of determining any such Note Interest Rate or (except in thecase of the first Interest Determination Date) Note Interest Amount together with its reasonstherefor. The Calculation Agent's determination of the foregoing rates and amounts for anyInterest Accrual Period (or portion thereof, in the case of the first Interest Accrual Period) shall(in the absence of manifest error) be final and binding upon all parties.

Certain Tax Matters. (a) The Co-Issuers will treat the Co-Issuers,Section 7.16the Notes and the Income Notes as described in the "Certain U.S. Federal Income TaxConsiderations" section of the Offering Circular for all U.S. federal, state and local income taxpurposes and will take no action inconsistent with such treatment unless required by law. EachHolder of Subordinated Notes, including the Tax Matters Holder, agrees that until such time asthe Tax Matters Holder notifies the Issuer and the Trustee otherwise, Contribution RepaymentAmounts disbursed under the Priority of Payments will be reported as distributions on itspartnership interestPartnership Interest for U.S. federal income tax purposes.

The Issuer and Co-Issuer shall prepare and file, and the Issuer shall cause(b)each Issuer Subsidiary to prepare and file, or in each case shall hire accountants and theaccountants shall cause to be prepared and filed (and, where applicable, delivered to the Issuer orHolders) for each taxable year of the Issuer, the Co-Issuer and the Issuer Subsidiary the federal,state and local income tax returns and reports as required under the Code, or any tax returns orinformation tax returns required by any governmental authority that the Issuer, the Co-Issuer orthe Issuer Subsidiary are required to file (and, where applicable, deliver), and shall provide toeach Holder, at such Holderthe Issuer's expense, any information that such holder reasonablyrequests in order for such Holder to (i) comply with its federal, state, or local tax return filingand information reporting obligations, (ii) make and maintain a "qualified electing fund"("QEF") election (as defined in the Code) with respect to the Issuer and any Issuer Subsidiary,(iii) file a protective statement preserving such Holder's ability to make a retroactive QEFelection with respect to the Issuer or any Issuer Subsidiary (such information to be provided atsuch Holder's expense), or (iv) comply with filing requirements that arise as a result of the Issuerbeing classified as a partnership for U.S. federal income tax purposes (such information to be provided at such Holder's expense); provided that neither the Issuer nor the Co-Issuer shall file,or cause to be filed, any income or franchise tax return in the United States or any state of theUnited States on the basis that it is engaged in a trade or business in the United States for U.S.federal income tax purposes unless it shall have obtained an opinion or written advice from PaulHastings LLP or Dechert LLP, or an opinion of other nationally recognized U.S. tax counselexperienced in such matters, prior to such filing that, under the laws of such jurisdiction, theIssuer or Co-Issuer (as applicable) is required to file such income or franchise tax return. For theavoidance of doubt, the Issuer shall provide a Schedule K-1 (Form 1065) to each Person towhich the Issuer is required to deliver such Schedule in accordance with the Code.

Notwithstanding any provision herein to the contrary, the Issuer shall take,(c)and shall cause any Issuer Subsidiary to take, any and all actions that may be necessary orappropriate to ensure that the Issuer or such Issuer Subsidiary satisfies any and all withholdingand tax payment and filing obligations under Code Sections 1441, 1442, 1445, 1471,1446, 1471 and 1472, and any other provision of the Code or other applicable law. Without limiting thegenerality of the foregoing, each of the Issuer and any Issuer Subsidiary may withhold anyamount that it or any adviser retained by the Trustee on its behalf determines is required to be

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withheld from any amounts otherwise distributable to any Person. In addition, the Issuer shall,and shall cause each Issuer Subsidiary to, cause to be delivered any properly completed andexecuted documentation, agreements, and certifications to each issuer, counterparty, payingagent, and/or any applicable taxing authority, and enter into any agreements with a taxingauthority or other governmental authority, as necessary to avoid or reduce the withholding,deduction, or imposition of U.S. income or withholding tax. Upon written request, the Trustee,the Paying Agent and the Registrar shall provide to the Issuer, the Collateral Manager, or anyagent thereof any information specified by such parties regarding the Holders of the Notes andpayments on the Notes that is reasonably available to the Trustee, the Paying Agent or theRegistrar, as the case may be, and may be necessary for compliance with FATCA or the CaymanFATCA Legislation.

Upon the Trustee's receipt of a(d)request of a Holder, delivered in accordance with the notice procedures of Section 14.3, for theinformation described in United States Treasury Regulations sectionSection 1.1275 3(b)(1)(i)that is applicable to such Holder, the Issuer shall cause its Independent accountants to providepromptly to the Trustee and such requesting Holder all of such information. Any additionalissuance of Additional Notes or issuance of Replacement Notes shall be accomplished in amanner that shall allow the Independent accountants of the Issuer to accurately calculate originalissue discount income to Holders of the Additional Notes or Replacement Notes (as applicable).

Prior to the time that:(e)

the Issuer would acquire or receive an asset in connection with a workout(i)or restructuring of a Collateral Obligation that couldwould cause the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposesviolate the Tax Guidelines, or

any Collateral Obligation is modified in a manner that couldwould cause(ii)the Issuer to be treated as engaged in a trade or business in the United States for U.S. federal income tax purposesviolate the Tax Guidelines,

the Issuer shall (a) sell the right to receive the asset or the Collateral Obligationthat is the subject of the workout, restructuring, or modification, or (b) contribute the right toreceive the asset or the Collateral Obligation that is the subject of the workout, restructuring, ormodification to a wholly owned special purpose vehicle that is treated as a corporation for U.S.federal income tax purposes (an "Issuer Subsidiary"), unless the Issuer has received an opinionor written advice from Paul Hastings LLP or Dechert LLP, or an opinion of another nationallyrecognized U.S. tax counsel experienced in such matters, to the effect that the acquisition,receipt, ownership, and disposition of such Collateral Obligation or asset, or the modification ofsuch Collateral Obligation, as the case may be, will not cause the Issuer to be treated as engagedin a trade or business within the United States for U.S. federal income tax purposes.

Notwithstanding Section 7.16(e), the Issuer shall not acquire any(f)Collateral Obligation if a restructuring or workout of such Collateral Obligation is in process andif such restructuring or workout could reasonably result in the Issuer being treated as engaged ina trade or business in the United States or subject to U.S. federal tax on a net income basis.

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The Issuer shall immediately contribute any asset to an Issuer Subsidiary(g)upon discovery that it was acquired in breach of the Tax Guidelines.

Each Issuer Subsidiary must at all times have at least one independent(h)director meeting the requirements of an "Independent Director" as set forth in the IssuerSubsidiary's organizational documents complying with any applicable Rating Agency ratingcriteria. The Issuer shall cause the purposes and permitted activities of any Issuer Subsidiary tobe restricted solely to the acquisition, receipt, holding, management and disposition of assetsreferred to in Section 7.16(e) and (g), and any assets, income and proceeds received in respectthereof (collectively, "Issuer Subsidiary Assets"), and shall require the Issuer Subsidiary todistribute 100% of the proceeds from such assets, including, without limitation, the proceeds ofany sale of such assets, net of any tax or other liabilities, to the Issuer on or before the StatedMaturity of the Secured Notes or at such earlier time designated at the sole discretion of theCollateral Manager. At the request of the Collateral Manager, the Issuer will cause any IssuerSubsidiary to enter into a separate management agreement with the Collateral Manager. Noticeof any such separate management agreement and a copy of such agreement will be provided toeach of the Rating Agencies. No supplemental indenture pursuant to Sections 8.1 or 8.2 hereofshall be necessary to permit the Issuer, or the Collateral Manager on its behalf, to take anyactions necessary to set up an Issuer Subsidiary.

With respect to any Issuer Subsidiary:(i)

the Issuer shall not allow such Issuer Subsidiary to (A) purchase any(i)assets, or (B) acquire title to real property or a controlling interest in any entity that ownsreal property;

the Issuer shall ensure that such Issuer Subsidiary shall not sell, transfer,(ii)exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwiseencumber (or permit such to occur or suffer such to exist), any part of such IssuerSubsidiary Assets, except as expressly permitted by this Indenture and the CollateralManagement Agreement;

the Issuer Subsidiary shall not elect to be treated as a "real estate(iii)investment trust" for U.S. Federal income tax purposes;

the Issuer shall ensure that such Issuer Subsidiary shall not (A) have any(iv)employees (other than their respective directors, to the extent such directors are deemedto be employees), (B) have any subsidiaries (other than any subsidiary of such IssuerSubsidiary which is subject, to the extent applicable, to covenants set forth in this Section7.16(i) applicable to an Issuer Subsidiary), or (C) incur or assume or guarantee anyindebtedness or hold itself out as liable for the debt of any other Persons;

the Issuer shall ensure that such Issuer Subsidiary shall not conduct(v)business under any name other than its own;

the constitutive documents of such Issuer Subsidiary shall provide that(vi)recourse with respect to costs, expenses or other liabilities of such Issuer Subsidiary shall

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be solely to the assets of such Issuer Subsidiary and no creditor of such Issuer Subsidiaryshall have any recourse whatsoever to the Issuer or its assets except to the extentotherwise required under applicable law;

the Issuer shall ensure that such Issuer Subsidiary shall file all tax returns(vii)and reports required to be filed by it and to pay all taxes required to be paid by it;

the Issuer shall notify the Trustee of the filing or commencement of any(viii)action, suit or proceeding by or before any arbiter or governmental authority against oraffecting such Issuer Subsidiary;

the Issuer shall ensure that such Issuer Subsidiary shall not enter into any(ix)agreement or other arrangement that prohibits or restricts or imposes any condition uponthe ability of such Issuer Subsidiary to pay dividends or other distributions with respectto any of its ownership interests;

the Issuer shall be permitted take any actions and enter into any(x)agreements to effect the transactions contemplated by clauses (e) and (g) above, so longas they do not violate clause (f) above;

the Issuer shall keep in full effect the existence, rights and franchises of(xi)each Issuer Subsidiary as a company or corporation organized under the laws of itsjurisdiction and shall obtain and preserve its qualification to do business in eachjurisdiction in which such qualification is or shall be necessary to preserve the IssuerSubsidiary Assets held from time to time by the related Issuer Subsidiary. In addition,the Issuer and each Issuer Subsidiary shall not take any action, or conduct its affairs in amanner, that is likely to result in its separate existence being ignored or in its assets andliabilities being substantively consolidated with any other Person in a bankruptcy,reorganization or other insolvency proceeding. Notwithstanding the foregoing, the Issuershall be permitted to dissolve any Issuer Subsidiary at any time;

with respect to any Issuer Subsidiary, the parties hereto agree that any(xii)reports prepared by the Trustee, the Collateral Manager or Collateral Administrator withrespect to the Collateral Obligations shall indicate that the related Issuer SubsidiaryAssets and related assets are held by the Issuer Subsidiary, shall refer directly and solelyto the related Issuer Subsidiary Assets, and the Trustee shall not be obligated to refer tothe equity interest in such Issuer Subsidiary;

the Issuer, the Co-Issuer, the Collateral Manager and the Trustee shall not(xiii)cause the filing of a petition in bankruptcy against the Issuer Subsidiary for thenonpayment of any amounts due hereunder until at least one year and one day, or anylonger applicable preference period then in effect plus one day, after the payment in fullof all the Notes issued under this Indenture;

in connection with the organization of any Issuer Subsidiary and the(xiv)contribution of any Issuer Subsidiary Assets to such Issuer Subsidiary, such IssuerSubsidiary shall establish one or more custodial and/or collateral accounts, as necessary,

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with the Bank or a financial institution meeting the requirements of Section 10.7(b) tohold the Issuer Subsidiary Assets and any proceeds thereof pursuant to an account controlagreement; provided, however, that (A) an Issuer Subsidiary Asset shall not be requiredto be held in such a custodial or collateral account if doing so would be in violation ofanother agreement related to such Issuer Subsidiary Asset or any other asset and (B) theIssuer may pledge an Issuer Subsidiary Asset to a Person other than the Trustee ifrequired pursuant to a related reorganization or bankruptcy Proceeding;

the Issuer shall cause the Issuer Subsidiary to distribute, or cause to be(xv)distributed, the proceeds of Issuer Subsidiary Assets to the Issuer, in such amounts and atsuch times as shall be determined by the Collateral Manager (any Cash proceedsdistributed to the Issuer shall be deposited into the Interest Collection Account or thePrincipal Collection Account, as applicable, as determined in accordance with subclause(xvi)); provided that the Issuer shall not cause any amounts to be so distributed unless allamounts in respect of any related tax liabilities and expenses have been paid in full orhave been properly reserved for in accordance with GAAP;

notwithstanding the complete and absolute transfer of an Issuer Subsidiary(xvi)Asset to an Issuer Subsidiary, for purposes of measuring compliance with theConcentration Limitations, Collateral Quality Test, and Coverage Tests or for thepurpose of characterizing any Cash proceeds distributed to the Issuer as Interest Proceedsor Principal Proceeds, the ownership interests of the Issuer in an Issuer Subsidiary or anyproperty distributed to the Issuer by an Issuer Subsidiary (other than Cash) shall betreated as ownership of the Issuer Subsidiary Asset(s) (and shall be treated as having thesame characteristics as such Issuer Subsidiary Asset(s) or of any asset received inconsideration of such Issuer Subsidiary Asset(s)). If, prior to its transfer to an IssuerSubsidiary, an Issuer Subsidiary Asset was a Defaulted Obligation, the ownershipinterests of the Issuer in such Issuer Subsidiary shall be treated as a Defaulted Obligationuntil such Issuer Subsidiary Asset would have ceased to be a Defaulted Obligation ifowned directly by the Issuer;

any distribution of Cash by an Issuer Subsidiary to the Issuer shall be(xvii)characterized as Interest Proceeds or Principal Proceeds to the same extent that such Cashwould have been characterized as Interest Proceeds or Principal Proceeds if receiveddirectly by the Issuer;

if (A) any Event of Default occurs, the Notes have been declared due and(xviii)payable (and such declaration shall not have been rescinded and annulled in accordancewith this Indenture), and the Trustee or any other authorized party takes any action underthis Indenture to sell, liquidate or dispose of the Assets, (B) notice is given of anyOptional Redemption, Tax Redemption, or other prepayment in full or repayment in fullof all Notes Outstanding occurs and such notice is not capable of being rescinded, (C) theStated Maturity has occurred or will occur within 5 Business Days, or (D) irrevocablenotice is given of any other final liquidation and final distribution of the Assets, howeverdescribed, the Issuer or the Collateral Manager on the Issuer's behalf shall (x) withrespect to each Issuer Subsidiary, instruct such Issuer Subsidiary to sell each IssuerSubsidiary Asset and all other assets held by such Issuer Subsidiary for the Issuer and

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distribute the proceeds of such sale, net of any amounts necessary to satisfy any relatedexpenses and tax liabilities, to the Issuer in exchange for the equity security of or otherinterest in such Issuer Subsidiary held by the Issuer or (y) sell its interest in such IssuerSubsidiary;

the Issuer shall not dispose of an interest in any Issuer Subsidiary if such(xix)interest is a "United States real property interest," as defined in Section 897(c) of theCode, and an Issuer Subsidiary shall not make any distribution to the Issuer if suchdistribution would cause the Issuer to be treated as engaged in a trade or business in theUnited States for federal income tax purposes or cause the Issuer to be subject to U.S.federal tax on a net income basis; and

the Issuer shall provide, or cause to be provided, to the Rating Agencies,(xx)written notice prior to (A) the formation of an Issuer Subsidiary and (B) the scheduleddelivery to an Issuer Subsidiary of any asset in accordance with Section 7.16(e) or (g).

Each contribution of an asset by the Issuer to an Issuer Subsidiary as(j)provided in this Section 7.16 may be effected by means of granting a participation interest insuch asset to the Issuer Subsidiary if such grant transfers ownership of such asset to the IssuerSubsidiary for U.S. federal income tax purposes, based on an opinion or advice of Paul HastingsLLP or Dechert LLP or an opinion of other tax counsel of nationally recognized standing in theUnited States experienced in such matters.

For the avoidance of doubt, an Issuer Subsidiary may distribute any Issuer(k)Subsidiary Asset to the Issuer if the Issuer has received written advice or an opinion from PaulHastings LLP or Dechert LLP, or an opinion of other nationally recognized U.S. tax counselexperienced in such matters, to the effect that, under the relevant facts and circumstances withrespect to such transaction, the acquisition, ownership, and disposition of such Issuer SubsidiaryAsset will not cause the Issuer to be treated as engaged in a trade or business in the United Statesfor U.S. federal income tax purposes or otherwise subject to U.S. federal tax on a net incomebasis.

No more than 50% of the debt obligations (as determined for U.S. federal(l)income tax purposes) held by the Issuer may at any time consist of real estate mortgages asdetermined for purposes of Section 7701(i) of the Code unless, based on advice or an opinion ofPaul Hastings LLP or Dechert LLP, or an opinion of other tax counsel of nationally recognizedstanding in the United States experienced in such matters, the ownership of such debt obligationswill not cause the Issuer to be treated as a taxable mortgage pool for U.S. federal income taxpurposes; provided, that, for the avoidance of doubt, nothing in this Section 7.16(l) shall beconstrued to permit the Issuer to purchase real estate mortgages.

If required to prevent the withholding and imposition of United States(m)income tax on payments made to the Issuer, the Issuer shall deliver or cause to be delivered IRSForm W-8IMY with appropriate attachments or applicable successor form to each issuer orobligor of or counterparty with respect to an Asset at the time such Asset is purchased or enteredinto by the Issuer and thereafter prior to the obsolescence or expiration of such form.

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Each holder of an interest in Subordinated Notes or any other Class of (n)Notes that is treated as equity in the Issuer for U.S. federal income tax purposes (each such holder, a "Partner" and each such interest, a "Partnership Interest") agrees to treat the Issuer as a partnership and this Indenture as part of the Issuer's partnership agreement for purposes of Subchapter K and any related provisions of the Code and any Treasury Regulations promulgated thereunder. After giving effect to Section 7.16(o) and Section 7.16(p), all Issuer items ofincome, gain, loss and deduction shall be allocated among the Holders of Subordinated Notes ina manner such that, after the allocation, each such Holder's capital account is equal (as nearly aspossible) to the amount that such Holder would receive from the Issuer if the Issuer (i) sold all ofits assets for their book values, (ii) applied the proceeds to discharge Issuer liabilities at faceamount (limited with respect to each nonrecourse liability to the book values of the assetssecuring such liability), and (iii) distributed the remaining proceeds in accordance with theprovisions of this Indenture (other than this Section 7.16), minus the sum of such Holder's shareof "partnership minimum gain" (within the meaning of Treasury Regulations Section1.704-2(b)(2)) and "partner nonrecourse debt minimum gain" (within the meaning of TreasuryRegulations Section 1.704-2(i)(3)).

(i) This Section 7.16(o)(i) incorporates by reference, as if fully set forth(o)herein, the "minimum gain chargeback" requirement contained in Treasury Regulations Section1.704-2(f), the "partner minimum gain chargeback" requirement contained in TreasuryRegulations Section 1.704-2(i), and the "qualified income offset" requirement contained inTreasury Regulations Section 1.704-1(b)(2)(ii)(d);

(ii) In the event that any Holder of Subordinated Notes has a deficit capitalaccount at the end of any Issuer taxable year that is in excess of the amount suchHolder is deemed to be obligated to restore pursuant to the penultimate sentencesof Treasury regulations sectionsRegulations Sections 1.704-2(g)(1) and1.704-2(i)(5), such Holder will be allocated items of Issuer income and gain in theamount of such excess as quickly as possible. Notwithstanding the foregoing, anallocation pursuant to this Section 7.16(po)(ii) will be made only if and to theextent that such Holder would have a deficit capital account in excess of suchamount after all other allocations provided for in this Section 7.16 have beententatively made as if this Section 7.16 did not include this Section 7.16(o)(ii) orthe "qualified income offset" requirement of Section 7.16(o)(i);

(iii) Nonrecourse deductions (within the meaning of Treasury Regulations Section1.704-2(b)(1)) will be specially allocated to the Holders of Subordinated Notes inthe same manner as if they were not nonrecourse deductions; and

(iv) No Holder of Subordinated Notes will be allocated items of loss or deductionunder Section 7.16(n) or Section 7.16(p) if such allocation would cause orincrease a deficit balance in such Holder's capital account as of the end of theIssuer taxable year to which such allocation relates, within the meaning ofTreasury Regulations Section 1.704-1(b)(2)(ii)(d).

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It is the intent of the Issuer that, to the extent possible, all special(p)allocations made pursuant to Section 7.16(o) be offset either with other special allocations madepursuant to Section 7.16(o) or with special allocations made pursuant to this Section 7.16(p).Therefore, notwithstanding any other provision of this Section 7.16 (other than Section 7.16(o)),offsetting special allocations of Issuer items of income, gain, loss and deduction will be made sothat, after such offsetting allocations are made, the capital account balance of each Holder ofSubordinated Notes is, to the extent possible, equal to the capital account balance such Holderwould have had if the special allocations made pursuant to Section 7.16(o) were not part of thisSection 7.16 and all Issuer items of income, gain, loss and deduction were allocated pursuant toSection 7.16(n).

For U.S. federal, state and local income tax purposes, items of Issuer(q)income, gain, loss, and deduction will be allocated among the Holders of Subordinated Notes inaccordance with the allocations of the corresponding items for capital account purposes underthis Section 7.17, except that items with respect to which there is a difference between adjustedtax basis and book value will be allocated in accordance with Section 704(c) of the Code using amethod chosen by the Tax Matters Holder as described in Treasury Regulations Section 1.704-3.

The Tax Matters Holder is authorized to amend the allocations described(r)in this Section 7.16 as necessary to ensure that all allocations made pursuant to this Section 7.16are treated as having "substantial economic effect" within the meaning of Section 704 of theCode.

The Tax Matters Holder may, in its sole discretion, cause the Issuer to(s)make an election under Section 754 of the Code.

The Initial Majority Subordinated Noteholder will be the initial "tax (t)matters partner" (as defined in section 6231(a)(7) of the Code prior to amendment by P.L. 114-74) and "partnership representative" (as defined in section 6223 of the Code, after amendment by P.L. 114-74) (in either capacity, ) (the "Tax Matters Holder") and may designatethe Tax Matters Holder from time to time from among any willing Holder of Subordinated Notes(including itself and any of its Affiliates) with respect to any taxable year of the Issuer duringwhich the Initial Majority Subordinated Noteholder or any of its Affiliates holds or has held anySubordinated Notes (and if such designee is not eligible under the Code to be the Tax MattersHolder, it shall be the agent and attorney-in-fact of the Tax Matters Holder); provided, thatduring any other period or if the Initial Majority Subordinated Noteholder declines to sodesignate a Tax Matters Holder, the Issuer (after consultation with the Collateral Manager) shalldesignate the Tax Matters Holder from among any Holder of Subordinated Notes (excluding theInitial Majority Subordinated Noteholder and its Affiliates) (and if such designee is not eligibleunder the Code to be the Tax Matters Holder, it shall be the agent and attorney-in-fact of the TaxMatters Holder). The Tax Matters Holder (or, if applicable, its agent and attorney-in- fact) shallsign the Issuer's tax returns and is authorized to make tax elections on behalf of the Issuer in itsreasonable discretion, to determine the amount and characterization of any allocations or taxitems described in this Section 7.16 in its reasonable discretion, and to take all actions and dosuch things as required or as it shall deem appropriate under the Code, at the Issuer's soleexpense, including representing the Issuer before taxing authorities and courts in tax matters

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affecting the Issuer and the beneficial owners of Subordinated Notes (as determined for U.S.federal income tax purposes) in their capacity as partners in the Issuer. Any action taken by theTax Matters Holder in connection with audits of the Issuer under the Code will, to the extentpermitted by law, be binding upon the "equity owners" (for U.S. federal income tax purposes) ofthe Issuer. Each such beneficial owner agrees that it will treat any Issuer item on such beneficialowner's income tax returns consistently with the treatment of the item on the Issuer's tax returnand that such beneficial owner will not independently act with respect to tax audits or taxlitigation affecting the Issuer, unless previously authorized to do so in writing by the Tax MattersHolder (or, if applicable, its agent and attorney-in-fact), which authorization may be withheld inthe complete discretion of the Tax Matters Holder (or, if applicable, its agent and attorney-infact). The Issuer will, to the fullest extent permitted by law, reimburse and indemnify the TaxMatters Holder and any agent and attorney-in-fact of such Tax Matters Holder in connectionwith any expenses reasonably incurred in connection with its performance of its duties as or onbehalf of the Tax Matters Holder. For the avoidance of doubt, any indemnity or reimbursementprovided pursuant to the immediately foregoing sentence shall be treated as an AdministrativeExpense pursuant to the definition thereof.

For taxable years beginning in 2018, the Tax Matters Holder shall be the "partnership representative" for purposes of section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015 (the "Partnership Representative") (or, if not eligible to be the Partnership Representative, as agent-in-fact of the Partnership Representative). If the IRS, in connection withan audit governed by the Partnership Tax Audit Rules, proposes an adjustment greater than$25,000 in the amount of any item of income, gain, loss, deduction or credit of the Issuer, or anyPartner's distributive share thereof, and such adjustment results in an "imputed underpayment" asdescribed in Section 6225(b) of the Code, as amended by the Bipartisan Budget Act of 2015,together with any guidance issued thereunder or successor provisions (a "Covered Audit Adjustment"), the Partnership RepresentativeTax Matters Holder will use commerciallyreasonable efforts (taking into account whether the Partnership RepresentativeTax Matters Holder has received any needed information on a timely basis from the Partners), to apply thealternative method provided by Section 6226 of the Code, as amended by the Bipartisan BudgetAct of 2015, together with any guidance issued thereunder or successor provisions (the"Alternative Method"). In the event the proposed adjustment is equal to or less than $25,000, thePartnership RepresentativeTax Matters Holder may in its sole discretion elect to have the Issuerpay such adjustment. To the extent that the Partnership RepresentativeTax Matters Holder doesnot (or is unable to) elect the Alternative Method with respect to a Covered Audit Adjustmentand such Covered Audit Adjustment is material as to the Issuer (determined in the Partnership RepresentativeTax Matters Holder's sole discretion), the Partnership RepresentativeTax Matters Holder shall use commercially reasonable efforts to (i) to the extent not economically oradministratively burdensome or onerous, make reasonable modifications available underSections 6225(c)(3), (4) and (5) of the Code, as amended by the Bipartisan Budget Act of 2015,together with any guidance issued thereunder or successor provisions, to the extent that suchmodifications are available (taking into account whether the Partnership RepresentativeTax Matters Holder has received any needed information on a timely basis from the Partners) andwould reduce any taxes payable by the Issuer with respect to the Covered Audit Adjustment, and(ii) if reasonably requested by a Partner, provide to such Partner available information allowingsuch Partner to file an amended U.S. federal income tax return, as described in Section6225(c)(2) of the Code, as amended by the Bipartisan Budget Act of 2015, together with any

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guidance issued thereunder or successor provisions, to the extent that such amended return andpayment of any related U.S. federal income taxes would reduce any taxes payable by the Issuerwith respect to the Covered Audit Adjustment (after taking into account any modificationsdescribed in clause (i)). Similar procedures shall be followed in connection with any state orlocal income tax audit governed by the Partnership Tax Audit Rules. Any U.S. federal incometaxes (and any related interest and penalties) paid by the Issuer (or any diminution indistributable proceeds resulting from an adjustment under Partnership Audit rules) may beallocated in the reasonable discretion of the Issuer to those Partners to whom such amounts arespecifically attributable (whether as a result of their status, actions, inactions or otherwise), asdetermined in the reasonable discretion of the Issuer. The Issuer shall not elect or cause anyelection to be made to apply the Partnership Tax Audit Rules to the Issuer prior to the generallyapplicable effective date of such legislation, unless the Issuer, in good faith, reasonablydetermines that such an election would be in the best interests of the Issuer and all Holders ofRated Notes and Subordinated Notes. Each Partner agrees to (A) provide tax information or certifications (including evidence of filing or payment of tax) as reasonably requested by the Tax Matters Holder in connection with a Covered Audit Adjustment and (B) comply with the Tax Matters Holder's reasonable request to file accurate and timely amended returns to reflect a Covered Audit Adjustment. This clause shall survive the transfer or termination of a Partnership Interest, as well as the termination, dissolution, liquidation and winding up of the Issuer.

The Tax Matters Holder shall establish and maintain or cause to be(u)established and maintained on the books and records of the Issuer an individual capital accountfor each Holder of Subordinated Notes (including, for purposes of this Section 7.16(u) andSection 7.16(n)-(q), any beneficial owner of Subordinated Notes (as determined for U.S. federalincome tax purposes)), in accordance with Section 704(b) of the Code and Treasury regulations sectionRegulations Section 1.704-1(b)(2)(iv).

Ramp-Up Period; Purchase of Additional Collateral Obligations.Section 7.17(a) The Issuer shall use its commercially reasonable efforts to satisfy the Aggregate Ramp-UpPar Condition by the end of the Ramp-Up Period.

During the Ramp-Up Period, the Issuer shall use the following funds to(b)purchase additional Collateral Obligations in the following order: (i) to pay for the principalportion of any Collateral Obligation from, first, any amounts on deposit in the Ramp-UpAccount, and second, any Principal Proceeds on deposit in the Collection Account and (ii) to payfor accrued interest on any such Collateral Obligation from any amounts on deposit in theRamp-Up Account. In addition, the Issuer shall use its commercially reasonable efforts toacquire such Collateral Obligations that shall satisfy, as of the end of the Ramp-Up Period, theConcentration Limitations, the Collateral Quality Test and the Overcollateralization Ratio Tests.

Within 30 Business Days after the end of the Ramp-Up Period (but in any(c)event, at least 30 days prior to the Determination Date relating to the second Payment Date), theIssuer shall provide, or (at the Issuer's expense) cause the Collateral Manager to provide, thefollowing documents:

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to each Rating Agency (in the case of delivery to S&P, via email in(i)accordance with Section 14.3(a), and in the case of delivery to Moody's, via email tocdomonitoring@moodys.com), a report identifying the Collateral Obligations;

to the Trustee and each Rating Agency (in the case of delivery to S&P, via(ii)email in accordance with Section 14.3(a), and in the case of delivery to Moody's, viaemail to cdomonitoring@moodys.com) a report, prepared by the Collateral Administrator(the "Effective Date Report"), (A) setting forth the issuer, principal balance,coupon/spread, Stated Maturity, S&P Rating, Moody's Default Probability Rating,Moody's Rating and country of Domicile with respect to each Collateral Obligation as ofthe end of the Ramp-Up Period (such accountants' report, the "Accountants' Effective Date Comparison AUP Report"), (B) calculating as of the end of the Ramp-Up Period thelevel of compliance with, or satisfaction or non-satisfaction of (1) eachOvercollateralization Ratio Test, (2) the Collateral Quality Tests, (3) the ConcentrationLimitations, and (4) the Aggregate Ramp-Up Par Condition, in each case, as of the end ofthe Ramp-Up Period and (C) specifying the procedures undertaken by such accountantsto review data and computations relating thereto (items (B) and (C) of this clausetogether the "Accountants' Effective Date Recalculation AUP Report");

to the Trustee, an Accountants' Certificate recalculating and comparing the(iii)items in the Effective Date Report specified in clauses (A) and (B) of Section 7.17(c)(ii),together with a statement specifying the procedures undertaken by the accountantsdelivering the Accountants' Certificate to review data and computations relating to theAccountants' Certificate; and

to the Trustee and each Rating Agency (in the case of delivery to S&P, via(iv)email in accordance with Section 14.3(a), and in the case of delivery to Moody's, viaemail to cdomonitoring@moodys.com) an Officer's certificate of the Issuer (the"Effective Date Certificate") certifying as to the level of compliance with, or satisfactionor non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the CollateralQuality Tests, (3) the Concentration Limitations, and (4) the Aggregate Ramp-Up ParCondition, in each case, as of the end of the Ramp-Up Period.

If (x) the Issuer provides the foregoing Accountants' Certificate to the Trusteewith the results of (1) the items set forth in subclause (ii) above and (2) the Aggregate Ramp-UpPar Condition, and such results do not indicate any failure of any such tested item, and (y) theIssuer delivers the Effective Date Certificate to Moody's and causes the Collateral Administratorto make available to Moody's the Effective Date Report, and such Effective Date Certificate andEffective Date Report confirms satisfaction of (1) the items set forth in the subclause (ii) aboveand (2) the Aggregate Ramp-Up Par Condition, a written confirmation from Moody's of itsInitial Rating of the Secured Notes shall be deemed to have been provided (the satisfaction of therequirements set forth in items (x) and (y) above, the "Effective Date Condition"). For theavoidance of doubt, the Effective Date Certificate and the Effective Date Report shall notinclude or refer to the Accountants' Certificate. Upon receipt of the Accountants' Effective DateComparison AUP Report, the Issuer shall post (or cause to be posted) to the 17g-5 Website, the

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Form ABS Due Diligence 15-E (together with all attachments) described in SEC Release No.34-72936 (or any successor thereto promulgated by the SEC) in accordance with Section 14.16.

If, by the Determination Date relating to the second Payment Date, either(d)(x)(1) the Effective Date Condition has not been satisfied, and (2) the Moody's Rating Conditionis not satisfied with respect to any Class of the Secured Notes (a "Moody's Ramp-Up Failure") or(y) S&P has not provided written confirmation of the initial rating assigned by it on the ClosingDate to the Class A Notes (an "S&P Rating Failure"), then the Collateral Manager, on behalf ofthe Issuer, shall instruct the Trustee in writing to transfer amounts from the Interest CollectionAccount to the Principal Collection Account (and with such funds the Issuer shall purchaseadditional Collateral Obligations) in an amount sufficient to obtain from S&P a confirmation ofits Initial Rating of the Class A Notes and to satisfy the Moody's Rating Condition with respectto each Class of Secured Notes (provided that the amount of such transfer would not result indefault in the payment of interest with respect to the Class A Notes or the Class B Notes);provided that, in the alternative, the Collateral Manager on behalf of the Issuer may take suchother action, including but not limited to, a Rating Confirmation Redemption and/or transferringamounts from the Interest Collection Account to the Principal Collection Account as PrincipalProceeds (for use in a Rating Confirmation Redemption), sufficient to obtain from S&P aconfirmation of the initial rating assigned by it on the Closing Date to the Class A Notes and tosatisfy the Moody's Rating Condition with respect to each Class of Secured Notes.

The failure of the Issuer to satisfy the requirements of this Section 7.17(e)shall not constitute an Event of Default unless such failure would otherwise constitute an Eventof Default under Section 5.1(e) hereof and the Issuer, or the Collateral Manager acting on behalfof the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes which are notapplied to pay for the purchase of Collateral Obligations committed to be purchased by theIssuer on or before the Closing Date or to pay or reserve for applicable fees and expenses or tobe deposited in the Interest Reserve Account, U.S.$194,756,648.78 shall be deposited in theRamp-Up Account on the Closing Date. At the written direction of the Issuer (or the CollateralManager on behalf of the Issuer), the Trustee shall apply amounts held in the Ramp-Up Accountto purchase additional Collateral Obligations during the Ramp-Up Period as described in clause(b) above. If at the end of the Ramp-Up Period, any amounts on deposit in the Ramp-UpAccount have not been applied to purchase Collateral Obligations, such amounts shall be appliedas described in Section 10.3(c).

Asset Quality Matrix. On or prior to the last day of the Ramp-Up Period,(f)the Collateral Manager shall determine which "row/column combination" of the Asset QualityMatrix shall apply on and after the last day of the Ramp-Up Period to the Collateral Obligationsfor purposes of determining compliance with the Moody's Diversity Test, the Maximum Moody'sRating Factor Test and the Minimum Floating Spread Test, and if such "row/columncombination" differs from the "row/column combination" chosen to apply as of the ClosingDate, the Collateral Manager shall so notify the Trustee, the Collateral Administrator and S&P.

Thereafter, at any time on written notice of two Business Day to the Trustee, theCollateral Administrator and the Rating Agencies (in the case of delivery to Moody's, via emailto cdomonitoring@moodys.com), the Collateral Manager may elect a different "row/columncombination" of the Asset Quality Matrix to apply to the Collateral Obligations; provided, that if

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(i) the Collateral Obligations are currently in compliance with the Moody's Diversity Test, theMaximum Moody's Rating Factor Test and the Minimum Floating Spread Test, the CollateralObligations comply with such tests after giving effect to such proposed election, or (ii) theCollateral Obligations are not currently in compliance with the Moody's Diversity Test, theMaximum Moody's Rating Factor Test and the Minimum Floating Spread Test or would not bein compliance with such tests after the application of any other Asset Quality Matrix case, theCollateral Obligations need not comply with such tests after the proposed change so long as thedegree of compliance of the Collateral Obligations with each of the Moody's Diversity Test, theMaximum Moody's Rating Factor Test and the Minimum Floating Spread Test not in compliancewould be maintained or improved if the Asset Quality Matrix case to which the CollateralManager desires to change is used; provided that if subsequent to such election of a "row/columncombination" of the Asset Quality Matrix the Collateral Obligations would comply with theMoody's Diversity Test, the Maximum Moody's Rating Factor Test and the Minimum FloatingSpread Test if a different Asset Quality Matrix case were selected, the Collateral Manager shallelect a "row/column combination" that corresponds to a Asset Quality Matrix case in which theCollateral Obligations are in compliance with such tests.

If the Collateral Manager does not notify the Trustee and the CollateralAdministrator that it will alter the "row/column combination" of the Asset Quality Matrix chosenon the last day of the Ramp-Up Period in the manner set forth above, the "row/columncombination" of the Asset Quality Matrix chosen on the last day of the Ramp-Up Period shallcontinue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any timeafter the last day of the Ramp-Up Period, in lieu of selecting a "row/column combination" of theAsset Quality Matrix (but otherwise in compliance with the requirements of the first sentence ofthis Section 7.17(f)) to interpolate between two adjacent rows and/or two adjacent columns, asapplicable, on a straight line basis and round the results to two decimal points.

Representations Relating to Security Interests in the Assets.Section 7.18(a) The Issuer hereby represents and warrants that, as of the Closing Date (whichrepresentations and warranties shall survive the execution of this Indenture and be deemed tobe repeated on each date on which an Asset is Granted to the Trustee hereunder) with respectto the Assets:

The Issuer owns such Asset free and clear of any lien, claim or(i)encumbrance of any person, other than such as are created under, or permitted by, thisIndenture.

Other than the security interest Granted to the Trustee pursuant to this(ii)Indenture, except as permitted by this Indenture, the Issuer has not pledged, assigned,sold, granted a security interest in, or otherwise conveyed any of the Assets. The Issuerhas not authorized the filing of and is not aware of any Financing Statements against theIssuer that include a description of collateral covering the Assets other than anyFinancing Statement relating to the security interest granted to the Trustee hereunder orthat has been terminated; the Issuer is not aware of any judgment, PBGC liens or tax lienfilings against the Issuer.

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All Assets constitute Cash, accounts (as defined in Section 9-102(a)(2) of(iii)the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of theUCC), Uncertificated Securities, Certificated Securities or security entitlements toFinancial Assets resulting from the crediting of Financial Assets to a "securities account"(as defined in Section 8-501(a) of the UCC).

All Accounts constitute "securities accounts" under Section 8-501(a) of(iv)the UCC, or "deposit accounts" under Section 9-102(a)(29) of the UCC.

This Indenture creates a valid and continuing security interest (as defined(v)in Section 1-201(37) of the UCC) in such Assets in favor of the Trustee, for the benefitand security of the Secured Parties, which security interest is prior to all other liens,claims and encumbrances (except as permitted otherwise in this Indenture), and isenforceable as such against creditors of and purchasers from the Issuer.

The Issuer hereby represents and warrants that, as of the Closing Date(a)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to Assets that constitute Instruments:

Either (x) the Issuer has caused or shall have caused, within ten days after(i)the Closing Date, the filing of all appropriate Financing Statements in the proper office inthe appropriate jurisdictions under applicable law in order to perfect the security interestin the Instruments granted to the Trustee, for the benefit and security of the SecuredParties, hereunder or (y)(A) all original executed copies of each promissory note ormortgage note that constitutes or evidences the Instruments have been delivered to theTrustee or the Issuer has received written acknowledgement from a custodian that suchcustodian is holding the mortgage notes or promissory notes that constitute evidence ofthe Instruments solely on behalf of the Trustee and for the benefit of the Secured Partiesand (B) none of the Instruments that constitute or evidence the Assets has any marks ornotations indicating that they have been pledged, assigned or otherwise conveyed to anyPerson other than the Trustee, for the benefit of the Secured Parties.

The Issuer has received all consents and approvals required by the terms(ii)of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets.

The Issuer hereby represents and warrants that, as of the Closing Date(b)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to the Assets that constitute Security Entitlements:

All of such Assets have been and shall have been credited to one of the(i)Accounts which are securities accounts within the meaning of Section 8-501(a) of theUCC. The Securities Intermediary for each Account has agreed to treat all assetscredited to such Accounts as Financial Assets.

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The Issuer has received all consents and approvals required by the terms(ii)of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets.

(x) The Issuer has caused or shall have caused, within ten days of the(iii)Closing Date, the filing of all appropriate Financing Statements in the proper office in theappropriate jurisdictions under applicable law in order to perfect the security interestgranted to the Trustee, for the benefit and security of the Secured Parties, hereunder and(y)(A) the Issuer has delivered to the Trustee a fully executed Securities Account ControlAgreement pursuant to which the Custodian has agreed to comply with all instructionsoriginated by the Trustee relating to the Accounts without further consent by the Issuer or(B) the Issuer has taken all steps necessary to cause the Custodian to identify in itsrecords the Trustee as the person having a Security Entitlement against the Custodian ineach of the Accounts.

The Accounts are not in the name of any person other than the Issuer or(iv)the Trustee. The Issuer has not consented to the Custodian to comply with theEntitlement Order of any person other than the Trustee (and the Issuer prior to a notice ofexclusive control being provided by the Trustee).

The Issuer hereby represents and warrants that, as of the Closing Date(c)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to Assets that constitute general intangibles:

The Issuer has caused or shall have caused, within ten days after the(i)Closing Date, the filing of all appropriate Financing Statements in the proper filing officein the appropriate jurisdictions under applicable law in order to perfect the securityinterest in the Assets granted to the Trustee, for the benefit and security of the SecuredParties, hereunder.

The Issuer has received, or shall receive, all consents and approvals(ii)required by the terms of the Assets to the pledge hereunder to the Trustee of its interestand rights in the Assets.

The Co-Issuers agree to promptly provide notice to the Rating Agencies if(d)they become aware of the breach of any of the representations and warranties contained in thisSection 7.18.

Acknowledgement of Collateral Manager Standard of Care. TheSection 7.19Co-Issuers acknowledge that they shall be responsible for their own compliance with thecovenants set forth in this Article 7 and that, to the extent the Co-Issuers have engaged theCollateral Manager to take certain actions on their behalf in order to comply with suchcovenants, the Collateral Manager shall only be required to perform such actions in accordancewith the standard of care set forth in Section 3 of the Collateral Management Agreement (or thecorresponding provision of any portfolio management agreement entered into as a result ofOctagon Credit Investors, LLC no longer being the Collateral Manager). The Co-Issuers furtheracknowledge and agree that the Collateral Manager shall have no obligation to take any action to

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cure any breach of a covenant set forth in this Article 7 until such time as an Authorized Officerof the Collateral Manager has actual knowledge of such breach.

Maintenance of Listing. So long as any Listed Notes remainSection 7.20Outstanding, the Co-Issuers shall use all reasonable efforts to maintain the listing of such Noteson the Irish Stock Exchange.

Section 3(c)(7) Procedures. The Issuer, or the Collateral ManagerSection 7.21on the Issuer's behalf, shall take the following actions to ensure compliance with therequirements of Section 3(c)(7) of the Investment Company Act (provided, that such proceduresand disclosures may be revised by the Issuer to be consistent with generally accepted practice forcompliance with the requirements of Section 3(c)(7) of the Investment Company Act):

The Issuer shall, or shall cause its agent to request of DTC, and cooperate(a)with DTC to ensure, that (i) DTC's security description and delivery order include a "3(c)(7)marker" and that DTC's reference directory contains an accurate description of the restrictions onthe holding and transfer of the Notes due to the Issuer's reliance on the exemption to registrationprovided by Section 3(c)(7) of the Investment Company Act, (ii) DTC send to its participants inconnection with the initial offering of the Notes, a notice that the Issuer is relying on Section3(c)(7) and (iii) DTC's reference directory include each class of Notes (and the applicable CUSIPnumbers for the Notes) in the listing of 3(c)(7) issues together with an attached description of thelimitations as to the distribution, purchase, sale and holding of the Notes.

The Issuer shall, or shall cause its agent to, (i) ensure that all CUSIP(b)numbers identifying the Notes shall have a "fixed field" attached thereto that contains "3c7" and"144A" indicators and (ii) take steps to cause the Initial Purchaser to require that all "confirms"of trades of the Notes contain CUSIP numbers with such "fixed field" identifiers.

The Issuer shall, or shall cause its agent to, cause the Bloomberg screen or(c)screens containing information about the Notes to include the following language: (i) the "NoteBox" on the bottom of "Security Display" page describing the Notes shall state: "Iss'd Under144A/3(c)(7)," (ii) the "Security Display" page shall have the flashing red indicator "See OtherAvailable Information," and (iii) the indicator shall link to the "Additional Security Information"page, which shall state that the securities "are being offered in reliance on the exemption fromregistration under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act") toPersons who are both (x) qualified institutional buyers (as defined in Rule 144A under theSecurities Act) and (y) qualified purchasers (as defined under Section 3(c)(7) under theInvestment Company Act of 1940)." The Issuer shall use commercially reasonable efforts tocause any other third party vendor screens containing information about the Notes to includesubstantially similar language to clauses (i) through (iii) above.

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Supplemental Indentures without Consent of Holders of Notes.Section 8.1Without the consent of the Holders of any Notes or any Hedge Counterparty (except as expressly

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noted below), the Co-Issuers, when authorized by Board Resolutions, at any time and from timeto time subject to the requirements provided in Section 8.3, may enter into one or moreindentures supplemental hereto in form satisfactory to the Trustee for any of the followingpurposes:

to evidence the succession of another Person to the Issuer or the Co-Issuer(i)and the assumption by any such successor Person of the covenants of the Issuer or theCo-Issuer herein and in the Notes;

to add to the covenants of the Co-Issuers or the Trustee for the benefit of(ii)the Secured Parties or to surrender any right or power herein conferred upon theCo-Issuers;

to convey, transfer, assign, mortgage or pledge any property that is(iii)permitted to be acquired by the Issuer under this Indenture to or with the Trustee for thebenefit of the Secured Parties;

to evidence and provide for the acceptance of appointment hereunder by a(iv)successor trustee and to add to or change any of the provisions of this Indenture as shallbe necessary to facilitate the administration of the trusts hereunder by more than oneTrustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12;

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

to modify the restrictions on and procedures for resales and other transfers(vi)of Notes to reflect any changes in ERISA or other applicable law or regulation (or theinterpretation thereof) or to enable the Co-Issuers to rely upon any exemption fromERISA or registration under the Securities Act or the Investment Company Act or toremove restrictions on resale and transfer to the extent not required thereunder (provided,such removal will not cause the Issuer to be unable to rely on any safe harbor to avoidtreatment as a publicly traded partnership taxable as a corporation for U.S. federalincome tax purposes unless a Majority of the Subordinated Notes has consented thereto);

to make such changes as shall be necessary or advisable in order for the(vii)Listed Notes to be listed or de-listed on an exchange, including the Irish Stock Exchange;

with the consent of a Majority of the Subordinated Notes, (x) to make(viii)such changes as are necessary to permit the Co-Issuers (A) to issue Additional Notes ofany one or more existing Classes; provided that any such additional issuance of Notesshall be issued in accordance with Section 2.4, (B) to effect a Refinancing in accordancewith Section 9.2 or Section 9.3 (including, in connection with a Refinancing of allClasses of Secured Notes in full but not in connection with a Partial Redemption byRefinancing, with the consent the Collateral Manager, modifications to (a) effect an

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extension of the end of the Reinvestment Period, (b) effect an extension of the Non-CallPeriod, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity ofthe Replacement Notes or loans or other financial arrangements issued or entered into inconnection with such Refinancing that is later than the Stated Maturity of the SecuredNotes or, (e) effect an extension of the Stated Maturity of the Subordinated Notes) or (f) any other changes consented to by the Majority of the Subordinated Notes, or (C) toeffect a Re-Pricing to the extent described in and in accordance with Section 9.9;provided that any supplemental indenture pursuant to this clause (viii)(x) may not modifythis Indenture to alter the conditions to a Re-Pricing or the conditions to a Refinancing;or (y) to make any modification or amendment determined by the Collateral Manager tobe necessary in order for a Re-Pricing or Refinancing not to be subject to, or not causethe Collateral Manager or any other sponsor to violate, theany Risk Retention RuleRules;

otherwise to correct any inconsistency or cure any ambiguity, omission or(ix)errors in this Indenture or to conform the provisions of this Indenture to the OfferingCircular;

with the consent of a Majority of the Controlling Class and a Majority of(x)the Subordinated Notes, to amend, modify, enter into or accommodate the execution ofany Hedge Agreement; provided that such supplemental indenture may not amend therequirements applicable to Hedge Agreements set forth in Article 16;

to take any action advisable, necessary or helpful (1) to prevent the Issuer,(xi)any Issuer Subsidiary, or the holders of any Class of Notes from becoming subject to (orto otherwise minimize) withholding or other taxes, fees or assessments, or to reduce therisk that the Issuer may be treated as engaged in a trade or business within the UnitedStates for U.S. federal income tax purposes or otherwise subject to U.S. federal, state orlocal income tax on a net income basis or (2) for any Bankruptcy SubordinationAgreement; and to (A) issue a new Note or Notes in respect of, or issue one or more newsub-classes of, any Class of Notes, in each case with new identifiers (including CUSIPs,ISINs and Common Codes, as applicable), in connection with any BankruptcySubordination Agreement; provided that any sub-class of a Class of Notes issuedpursuant to this clause (xi)(2) shall be issued on identical terms as, and rank pari passu inall respects with, the existing Notes of such Class and (B) provide for procedures underwhich beneficial owners of such Class that are not subject to a Bankruptcy SubordinationAgreement may take an interest in such new Note(s) or sub-class(es);

to modify the procedures herein relating to compliance with Rule 17g-5 of(xii)the Exchange Act;

to evidence any waiver or elimination by any Rating Agency of any(xiii)requirement or condition of such Rating Agency set forth herein; provided that prior tothe satisfaction of the Controlling Class Condition, a Majority of the Class A-1-R Noteshave not objected to such supplemental indenture within 15 Business Daysdays of noticethereof;

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to conform to ratings criteria and other guidelines (including any(xiv)alternative methodology published by any of the Rating Agencies) relating to collateraldebt obligations in general published by either of the Rating Agencies; provided thatprior to the satisfaction of the Controlling Class Condition, a Majority of the Class A Notes have not objected to such supplemental indenture within 15 Business Days of notice thereofthe Moody's Rating Condition or the S&P Rating Condition, as applicable, is satisfied with respect to such amendment or modification;

to amend, modify or otherwise accommodate changes to Section 7.13(xv)relating to the administrative procedures for reaffirmation of ratings on the Notes;

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

to accommodate the settlement of the Notes in book entry form through(xvii)the facilities of DTC or otherwise;

to authorize the appointment of any listing agent, transfer agent, paying(xviii)agent or additional registrar for any Class of Notes required or advisable in connectionwith the listing of any Class of Notes (other than the Class E Notes, the Class F-R Notesand the Subordinated Notes) on the Irish Stock Exchange or any other stock exchange,and otherwise to amend this Indenture to incorporate any changes required or requestedby any governmental authority, stock exchange authority, listing agent, transfer agent,paying agent or additional registrar for any Class of Notes in connection herewith;

with the consent of a Majority of the Subordinated Notes, to reduce the(xix)permitted minimum denomination of the Notes; provided that such reduced minimumdenomination complies with the requirements of DTC and any other applicable clearingor settlement system and does not have an adverse effect on the availability of any resaleexemption for the Notes under applicable securities laws;

with the consent of a Majority of the Subordinated Notes, to change the(xx)day of the month on which reports are required to be delivered pursuant to Section10.7(a); provided that such change does not decrease the frequency with which suchreports are required to be delivered;

to make any modification or amendment determined by the Issuer or the(xxi)Collateral Manager (in consultation with legal counsel of national reputation experiencedin such matters) as necessary or advisable (A) for any Class of Secured Notes to not beconsidered an "ownership interest" as defined for purposes of the Volcker Rule, or (B)(1)to enable the Issuer to rely upon the exemption from registration as an investmentcompany provided by Rule 3a-7 under the Investment Company Act or anotherexemption or exclusion from registration as an investment company under the InvestmentCompany Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuerto not otherwise be considered a "covered fund" as defined for purposes of the Volcker

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Rule, in each case so long as (x) any such modification or amendment would not have amaterial adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel(which may be supported as to factual (including financial and capital markets) mattersby any relevant certificates and other documents necessary or advisable in the judgmentof the counsel delivering the opinion) and (y) such modification or amendment isapproved in writing by a Majority of the Controlling Class;

to modify or amend any component of the Asset Quality Matrix,(x) the(xxii)restrictions on the sale of Collateral Obligations, any of the provisions of the InvestmentCriteria or Post-Reinvestment Period Criteria, the Concentration Limitations or theCollateral Quality Tests (other than as described in clause (y) below) and the definitionsrelated thereto which affect the calculation thereof; provided that written consent hasbeen obtained from a Majority of the Controlling Class and a Majority of theSubordinated Notes and, (x notice is provided to each Rating Agency, and (y) solely withrespect to the changes to the Asset Quality Matrix, and the definitions related thereto, (1)the Moody's Rating Condition is satisfied with respect to such amendment ormodification and (y) otherwise notice is otherwise provided to each Rating Agency2) prior to the satisfaction of the Controlling Class Condition, written consent has been obtained from a Majority of the Controlling Class;

to take any action advisable, necessary or helpful (A) to prevent the(xxiii)Co-Issuers from becoming subject to (or to otherwise minimize) withholding or othertaxes, fees or assessments, including by complying with FATCA, (B) with the consent ofa Majority of the Subordinated Notes, to reduce the risk that the Issuer may be treated asa publicly traded partnership taxable as a corporation for U.S. federal income taxpurposes or subject to tax liability under Section 1446 of the Code, or (C) to reduce therisk that the Issuer or the Income Note Issuer may be treated as engaged in a trade orbusiness within the United States for U.S. federal income tax purposes or otherwisesubject to U.S. federal, state or local tax on a net income basis; or

to enter into any additional agreements not expressly prohibited by the(xxiv)Indenture as well as any amendment, modification or waiver; provided that (A) any suchadditional agreements include customary limited recourse and non-petition provisionsand (B) if a Majority of the Controlling Class and/or a Majority of Subordinated Noteshas objected to such supplemental indenture, consent to such supplemental indenture hasbeen obtained subsequent to such objection from a Majority of the Controlling Classand/or Majority of the Subordinated Notes, as applicable; or

to change the base rate component of the Note Interest Rate applicable to (xxv)the Floating Rate Notes from LIBOR to the Alternative Index and to make such other amendments as are necessary or advisable in the reasonable judgment of the Collateral Manager to facilitate such change.

The Trustee shall join in the execution of any such supplemental indenture and tomake any further appropriate agreements and stipulations which may be therein contained, butthe Trustee shall not be obligated to enter into any such supplemental indenture which affects the

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Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise, except tothe extent required by law.

A supplemental indenture entered into for any purpose other than the purposesprovided for in this Section 8.1 shall require the consent of the Holders of Notes as required inSection 8.2.

Supplemental Indentures with Consent of Holders of Notes.Section 8.2(a) With the consent of a Majority of each Class of Notes (including, for the avoidance of doubt,the Subordinated Notes) materially and adversely affected thereby and subject to therequirements provided in this Section 8.2 and Section 8.3, the Trustee and the Co-Issuers mayenter into a supplemental indenture to add any provisions to, or change in any manner oreliminate any of the provisions of, this Indenture or modify in any manner the rights of theHolders of the Notes of such Class under this Indenture; provided, however, that, no suchsupplemental indenture pursuant to this Section 8.2 shall, without the consent of each Holder ofeach Outstanding Note of each Class materially and adversely affected thereby:

except, in the case of the rate of interest, as provided in Section 8.1(xxv), (i)Section 9.2, Section 9.4 or Section 9.9, change the Stated Maturity of the principal of orthe due date of any installment of interest on any Secured Note, reduce the principalamount thereof or the rate of interest thereon or the Redemption Price with respect to anyNote, or change the earliest date on which Notes of any Class may be redeemed (exceptpursuant to a Refinancing as provided in Article 9), change the provisions of thisIndenture relating to the application of proceeds of any Assets to the payment of principalof or interest on Secured Notes, application of proceeds of any Assets to the payment ofdistributions on the Subordinated Notes or change any place where, or the coin orcurrency in which, Subordinated Notes or Secured Notes or the principal thereof orinterest or any distribution thereon is payable, or impair the right to institute suit for theenforcement of any such payment on or after the Stated Maturity thereof (or, in the caseof redemption, on or after the applicable Redemption Date);

change the percentage of the Aggregate Outstanding Amount of Holders(ii)of Notes of each Class whose consent is required under this Indenture, including for theauthorization of any supplemental indenture, exercise of remedies under this Indentureafter an Event of Default or for any waiver of compliance with certain provisions of thisIndenture or certain defaults hereunder or their consequences;

materially impair or materially adversely affect the Assets except as(iii)otherwise permitted in this Indenture;

except as otherwise expressly permitted by this Indenture, permit the(iv)creation of any lien ranking prior to or on a parity with the lien of this Indenture withrespect to any part of the Assets or terminate such lien on any property at any timesubject hereto or deprive the Holder of any Secured Note of the security afforded by thelien of this Indenture;

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modify any of the provisions of this Article VIII, except to increase the(v)percentage of Outstanding Secured Notes or Subordinated Notes the consent of theHolders of which is required for any such action or to provide that certain otherprovisions of this Indenture cannot be modified or waived without the consent of theHolder of each Secured Note or Subordinated Note Outstanding and affected thereby;

modify the definitions of the terms "Outstanding," "Class," "Controlling(vi)Class," "Majority," "Aggregate Outstanding Amount," "Holder," "Person," or"Supermajority" (in each case, as defined herein);

modify the Priority of Payments;(vii)

modify any of the provisions of this Indenture in such a manner as to (a)(viii)directly affect the calculation of the amount of any payment of interest or principal onany Secured Note, or any amount available for distribution to the Subordinated Notes(other than in accordance with a Re-Pricing or an Optional Redemption), (b) affect therights of the Holders of Notes to the benefit of any provisions for the redemption of suchNotes contained herein or (c) affect the rights of the Holders of Notes to the benefit ofany provisions relating to the conditions or requirements of a Re-Pricing of such Notes;

amend any of the provisions of this Indenture relating to the institution of(ix)proceedings for certain events of bankruptcy, insolvency, receivership or reorganizationof the Co-Issuers;

modify the restrictions on and procedures for resales and other transfers of(x)Notes (except as provided in Section 8.1(vi)); or

modify any of the provisions of this Indenture in such a manner as to(xi)impose any liability on a Holder to any third party (other than any liabilities set forth inthis Indenture on the Closing Date).

With respect to any supplemental indenture proposed pursuant to this (a)Indenture that requires the consent of any Class of Notes, the consent of a Majority of the Subordinated Notes to such supplemental indenture will be required in addition to the consent of such Class or Classes of Notes prior to the execution of such supplemental indenture. Notwithstanding the foregoing, this paragraph will not reduce the requirement for the consent of each holder of the Subordinated Notes for any proposed supplemental indenture that materially and adversely affects the Subordinated Notes.[Reserved].

It shall not be necessary for any Act of Holders under this Section 8.2 to(b)approve the particular form of any proposed supplemental indenture, but it shall be sufficient ifsuch Act or consent shall approve the substance thereof, so long as the Holders have received acopy of the language to be included in any proposed supplemental indenture.

The Issuer shall not enter into any supplemental indenture pursuant to this(c)Section 8.2, without the prior written consent of such Hedge Counterparty, if any Hedge

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Counterparty would be materially and adversely affected by such supplemental indenture andnotifies the Issuer and the Trustee thereof.

Promptly after the execution by the Co-Issuers and the Trustee of any(d)supplemental indenture pursuant to this Section 8.2, the Trustee, at the expense of theCo-Issuers, shall deliver to the Holders, the Collateral Manager, and each Rating Agency a copythereof. Any failure of the Trustee to deliver a copy of any supplemental indenture as providedherein, or any defect therein, shall not, however, in any way impair or affect the validity of anysuch supplemental indenture.

The Trustee may conclusively rely upon an Opinion of Counsel (which(e)may be supported as to factual (including financial and capital markets) matters by any relevantcertificates and other documents necessary or advisable in the judgment of the counsel deliveringthe opinion) as to whether the interests of any Class of Notes would be materially and adverselyaffected by any supplemental indenture or other modification or amendment of this Indenture.For the avoidance of doubt, the satisfaction of the Moody's Rating Condition will not be requiredprior to the execution or effectiveness of any supplemental indenture other than as specificallyrequired in Section 8.1(xxii) above.

Execution of Supplemental Indentures. (a) Not later than 15Section 8.3Business Days (or five Business Days if in connection with an additional issuance, Refinancingor Re-Pricing) prior to the execution of any proposed supplemental indenture pursuant to thisArticle VIII, the Trustee, at the expense of the Co-Issuers, will deliver to the holders of theNotes, the Collateral Manager, the Collateral Administrator, any Hedge Counterparty and eachRating Agency (if then rating a Class of Secured Notes) a copy of such proposed supplementalindenture. Following such delivery by the Trustee, if any changes are made to suchsupplemental indenture other than changes of a technical nature or to correct typographicalerrors or to adjust formatting, then at the cost of the Co-Issuers, for so long as any Notes remainoutstanding, not later than three Business Days prior to the execution of such proposedsupplemental indenture, the Trustee shall deliver to the Collateral Manager, the CollateralAdministrator, each Hedge Counterparty, each Rating Agency (if then rating a Class of SecuredNotes) and the Holders a copy of such supplemental indenture as revised, indicating the changesthat were made. If, prior to delivery by the Trustee of such supplemental indenture as revised,any Holder has provided its written consent to the supplemental indenture as initially distributed,such Holder shall be deemed to have consented in writing to the supplemental indenture asrevised unless such Holder has provided written notice of its withdrawal of such consent to theTrustee and the Issuer not later than one Business Day prior to the execution of suchsupplemental indenture.

Any notice of a proposed supplemental indenture will identify each Class(b)(if any) from which consent is being requested, as determined by the Issuer (or the CollateralManager on its behalf) and will request any required consent from the applicable holders of suchClasses of Notes to be given within 15 Business Days (or five Business Days if in connectionwith an additional issuance, Refinancing or Re-Pricing). Any consent given to a proposedsupplemental indenture by the holder of any Notes will be irrevocable and binding on all futureholders or beneficial owners of that Note, irrespective of the execution date of the supplementalindenture. If the holders of less than the required percentage of the aggregate outstanding

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principal amount of the relevant Notes consent to a proposed supplemental indenture within 15Business Days (or five Business Days if in connection with an additional issuance, Refinancingor Re-Pricing), on the first Business Day following such period, the Trustee will provide theconsents received to the Issuer and the Collateral Manager so that they may determine whichholders of Notes have consented to the proposed supplemental indenture and which holders ofNotes (and, to the extent such information is available to the Trustee, which beneficial owners)have not consented to the proposed supplemental indenture.

In executing or accepting the additional trusts created by any supplemental(c)indenture permitted by this Article 8 or the modifications thereby of the trusts created by thisIndenture, the Trustee and the Co-Issuers shall be entitled to receive, and (subject to Sections 6.1and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that the executionof such supplemental indenture is authorized or permitted by this Indenture and that allconditions precedent thereto have been satisfied. The Trustee may, but shall not be obligated to,enter into any such supplemental indenture which affects the Trustee's own rights, duties orimmunities under this Indenture or otherwise. The Collateral Manager shall not be bound tofollow any amendment, waiver or supplement to this Indenture unless it has received writtennotice of such amendment, waiver or supplement and a copy of the amendment, waiver orsupplement from the Issuer or the Trustee prior to the execution thereof in accordance with thenotice requirements of Section 8.1 and Section 8.2. Notwithstanding anything in this Indentureto the contrary, the Issuer agrees that it shall not permit to become effective any amendment,waiver or supplement to this Indenture which would (i) increase the duties or liabilities of,reduce or eliminate any right or privilege of (including as a result of an effect on the amount orthe priority of any fees or other amounts payable or reimbursable to the Collateral Manager), oradversely change the economic consequences to, the Collateral Manager, (ii) directly orindirectly modify the provisions relating to purchases or sales of Collateral Obligations underArticle 12 or the Investment Criteria, (iii) expand or restrict the Collateral Manager's discretionor (iv) adversely affect the Collateral Manager, and the Collateral Manager will not be boundthereby unless the Collateral Manager shall have consented in advance thereto in writing. For solong as any Notes are listed on the Irish Stock Exchange, the Issuer shall notify the Irish StockExchange of any material modification to this Indenture.

Notwithstanding anything to the contrary herein, no supplemental(d)indenture, or other modification or amendment of the Indenture, may become effective withoutthe consent of the holders of each Note of each Outstanding Class unless such supplementalindenture or other modification or amendment would not, in the reasonable judgment of theIssuer in consultation with legal counsel experienced in such matters, as certified by the Issuer tothe Trustee (upon which certification the Trustee may conclusively rely), (i) result in the Issuerbeing treated as being engaged in a trade or business within the United States or otherwise subject to U.S. federal income tax on a net income basis, (ii) unless otherwise waived by aMajority of the Subordinated Notes, cause the Issuer to be treated as a publicly tradedpartnership taxable as a corporation for U.S. federal income tax purposes or subject to tax liability under Section 1446 of the Code or (iii) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income.(iii) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the holders of any Class of Notes outstanding at the time of such supplemental indenture, or other modification or amendment, as

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described in the Offering Circular under the heading “Certain U.S. Federal Income Tax Considerations.”

To the extent the Co-Issuers propose to execute a supplemental indenture(e)or other modification or amendment of the Indenture for purposes of conforming this Indentureto the Offering Circular or correcting an ambiguity therein pursuant to Section 8.1(ix) above andone or more other amendment provisions described above under Section 8.1 and Section 8.2(including any requirement for Holder consent) also applies, such supplemental indenture orother modification or amendment of the Indenture will be deemed to be a supplementalindenture, modification or amendment to conform this Indenture to the Offering Circular orcorrect an ambiguity pursuant to Section 8.1(ix) only regardless of the applicability of any otherprovision regarding supplemental indentures set forth in this Indenture.

The Collateral Manager will not be bound to follow any amendment,(f)waiver or supplement to the Indenture unless it has received written notice of such amendment,waiver or supplement and a copy of the amendment, waiver or supplement from the Issuer or theTrustee prior to the execution thereof in accordance with the notice requirements of theIndenture. The Issuer will agree that it will not permit to become effective any amendment,waiver or supplement to the Indenture which would (i) increase the duties or liabilities of, reduceor eliminate any right or privilege of (including as a result of an effect on the amount or priorityof any fees or other amounts payable or reimbursable to the Collateral Manager), or adverselychange the economic consequences to, the Collateral Manager, (ii) directly or indirectly modifythe provisions relating to the purchase or sale of Collateral Obligations under the Indenture orthe Investment Criteria described under Article XII, (iii) expand or restrict the CollateralManager's discretion or, (iv) adversely affect the Collateral Manager, and the Collateral Managerwill not be bound thereby or (v) in the reasonable belief of the Collateral Manager (based upon the advice of nationally recognized counsel experienced in such matters, a summary of which is provided to the Initial Majority Subordinated Noteholder orally or in writing) require the Collateral Manager or any sponsor to acquire any Notes to ensure compliance with any Risk Retention Rules, unless the Collateral Manager has consented in advance thereto in writing.

Holders of the Class B-1 Notes and the Class B-2 Notes will vote together (g)as a single Class in connection with any supplemental indenture, except that the Holders of each of the Class B-1 Notes and the Class B-2 Notes will vote separately by Class with respect to any amendment or modification of the Indenture solely to the extent that such amendment or modification would by its terms directly affect the Holders of any such Class exclusively and differently from the holders of any other Class of Notes (including, without limitation, any amendment that would reduce the amount of interest or principal payable on the applicable Class).[Reserved]

In no case will a supplemental indenture that becomes effective on or after(h)the Redemption Date of any Class of Notes be considered to have a material adverse effect onany Holder of such Class (provided that the redemption of such Class is effected on suchRedemption Date), and no Holder of such Class shall have an objection right or consent right tosuch supplemental indenture on the basis of a material and adverse effect.

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Effect of Supplemental Indentures. Upon the execution of anySection 8.4supplemental indenture under this Article 8, this Indenture shall be modified in accordancetherewith, and such supplemental indenture shall form a part of this Indenture for all purposes;and every Holder of Notes theretofore and thereafter authenticated and delivered hereunder shallbe bound thereby.

Reference in Notes to Supplemental Indentures. NotesSection 8.5authenticated and delivered after the execution of any supplemental indenture pursuant to thisArticle 8 may, and if required by the Issuer shall, bear a notice in form approved by the Trusteeas to any matter provided for in such supplemental indenture. If the Applicable Issuers shall sodetermine, new Notes, so modified as to conform in the opinion of the Trustee and theCo-Issuers to any such supplemental indenture, may be prepared and executed by the ApplicableIssuers and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

ARTICLE IX

REDEMPTION OF NOTES

Mandatory Redemption. If a Coverage Test is not met on anySection 9.1Determination Date on which such Coverage Test is applicable, the Issuer shall apply availableamounts in the Payment Account on the related Payment Date to make payments in accordancewith the Priority of Payments (a "Mandatory Redemption") to the extent required to achievecompliance with such Coverage Tests.

Optional Redemption. (a) The Secured Notes are subject toSection 9.2redemption by the Co-Issuers or the Issuer, as the case may be, in whole but not in part, on anyBusiness Day on or after the end of the Non-Call Period at the written direction of a Majority ofthe Subordinated Notes (an "Optional Redemption") delivered to the Issuer, the Trustee and theCollateral Manager not later than 20 days prior to the proposed Redemption Date (or suchshorter period as agreed to betweenamong a Majority of the Subordinated Notes, the Trustee andthe Collateral Manager but no less than five days prior to the proposed Redemption Date). AMajority of the Subordinated Notes may direct that an Optional Redemption occur by directingthe Collateral Manager to liquidate a sufficient amount of the Assets (a "Redemption by Liquidation") to fully redeem all Classes of Secured Notes. With the consent of the Collateral Manager, aA Majority of the Subordinated Notes may also direct the Collateral Manager tonegotiate and obtain on behalf of the Issuer one or more loans or other financing arrangements tobe made to the Issuer and/or the issuance of replacement notes ("Replacement Notes") by theIssuer (each, a "Refinancing") and effect an Optional Redemption of (i) all Classes of SecuredNotes from Refinancing Proceeds and all other funds available for such purpose under thisIndenture (an "Optional Redemption by Refinancing"), or (ii) one or more Classes of SecuredNotes (provided that each of the Class BA-1-R Notes and the Class BA-2-R Notes will be treatedas a separate Class for such purpose) from Refinancing Proceeds (together with Interest Proceedsavailable in accordance with the Priority of Payments to pay the accrued interest portion of theRedemption Price) and all other funds available for such purpose under this Indenture (a "Partial Redemption by Refinancing"); provided that (I)(x) the terms of such Refinancing and anyfinancial institutions acting as lenders thereunder or purchasers thereof must be acceptable to a

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Majority of the Subordinated Notes and to(y) solely if the Risk Retention Condition is satisfied, the consent of the Collateral Manager is obtained and (II) such Refinancing otherwise satisfiesthe conditions described below. Any Refinancing Replacement Notes will be offered first to the Collateral Manager in such an amount that the Collateral Manager has determined based on advice of counsel is required for any Risk Retention Rules to be satisfied.

In connection with a Refinancing of all Classes of Secured Notes in full, with theapproval of a Majority of the Subordinated Notes and the Collateral Manager, the agreementsrelating to the Refinancing may, without regard for any consent requirements specified in Article8, (a) effect an extension of the end of the Reinvestment Period, (b) effect an extension of theNon-Call Period, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity ofthe Replacement Notes or loans or other financial arrangements issued or entered into inconnection with such Refinancing that is later than the Stated Maturity of the Secured Notes or,(e) effect an extension of the Stated Maturity of the Subordinated Notes or (f) any other change consented to by a Majority of the Subordinated Notes and the Collateral Manager. The Issuershall deposit, or cause to be deposited, the funds required for an Optional Redemption in thePayment Account on or prior to the Redemption Date.

Upon receipt of a notice of a Redemption by Liquidation, the Collateral(b)Manager shall, in its sole discretion, use commercially reasonable efforts to direct the sale of allor part of the Collateral Obligations and other Assets in accordance with the procedures set forthin Section 9.2(c). The Disposition Proceeds and all other funds available for such redemption inthe Collection Account and the Payment Account shall be at least sufficient to pay the aggregateRedemption Price of the Outstanding Secured Notes and to pay all Administrative Expenses(without limitation thereof by the Administrative Expense Cap) and other fees, indemnities andexpenses payable under the Priority of Payments prior to any distributions with respect to theSubordinated Notes. If such Disposition Proceeds and all other funds available for such purposein the Collection Account and the Payment Account would not be sufficient to redeem all of theSecured Notes at the applicable Redemption Price and to pay such Administrative Expenses andother fees, indemnities and expenses then required to be paid, the Secured Notes may not beredeemed. The Collateral Manager, in its sole discretion, may effect the sale of all or any part ofthe Collateral Obligations or other Assets through the direct sale of such Collateral Obligationsor other Assets or by participation or other arrangement.

Notwithstanding anything to the contrary set forth herein, the Secured(c)Notes shall not be redeemed pursuant to a Redemption by Liquidation unless (i) at least sevenBusiness Days before the scheduled Redemption Date the Collateral Manager shall havefurnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manageron behalf of the Issuer has entered into a binding agreement or agreements with a financial orother institution or institutions whose short-term unsecured debt obligations (other than suchobligations whose rating is based on the credit of a person other than such institution) are ratedor guaranteed by a Person whose short-term unsecured debt obligations are rated at least "A-1"by S&P and at least "P-1" by Moody's to purchase (which purchase may be through aparticipation), not later than the Business Day immediately preceding the scheduled RedemptionDate in immediately available funds, all or part of the Collateral Obligations and/or any HedgeAgreements at a purchase price at least equal to an amount sufficient, together with the EligibleInvestments maturing, redeemable (or putable to the Obligor thereof at par) on or prior to the

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scheduled Redemption Date and any payments to be received in respect of any HedgeAgreements, to pay the aggregate Redemption Price of the Outstanding Secured Notes and allAdministrative Expenses and other fees, expenses and indemnities payable in accordance withthe Priority of Payments prior to any distributions with respect to the Subordinated Notes, (ii)prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Managershall certify to the Trustee in an Officer's certificate upon which the Trustee can conclusivelyrely that, in its judgment (which may be based on the Issuer having entered into an agreement tosell such Assets to another special purpose entity that has priced but has not yet closed itssecurities offering), the aggregate sum of (A) any expected proceeds from Hedge Agreementsand the sale of Eligible Investments, (B) any Refinancing Proceeds and all other funds availablefor such purpose under this Indenture, and (C) the aggregate of the product of each CollateralObligation's principal balance and its Market Value (expressed as a percentage of the par amountof such Collateral Obligation), will exceed the sum of (x) the aggregate Redemption Prices of theOutstanding Secured Notes and (y) all Administrative Expenses and other fees, expenses andindemnities payable under the Priority of Payments prior to any distributions with respect to theSubordinated Notes or (iii) the Collateral Manager notifies the Co-Issuers and the Trustee on orprior to the second Business Day prior to the applicable Redemption Date that sufficientproceeds are expected to be received or otherwise available to redeem the Secured Notes in full.Any certification delivered by the Collateral Manager pursuant to this Section 9.2(c) shallinclude (1) the prices of, and expected proceeds from, the sale (directly or by participation orother arrangement) of any Collateral Obligations, Eligible Investments and/or HedgeAgreements and (2) all calculations required by this Section 9.2(c).

Upon receipt of notice of an Optional Redemption of all Classes of(d)Secured Notes by Refinancing, the Collateral Manager may obtain a Refinancing on behalf ofthe Issuer only if (i) the Refinancing Proceeds and all other available funds (including withoutlimitation, any amounts provided by any Holder or beneficial owner of Subordinated Notes forsuch purpose or amounts on deposit in the Permitted Use Account) in the Accounts shall be atleast sufficient to pay the aggregate Redemption Price of the Outstanding Secured Notes and allaccrued and unpaid Administrative Expenses (regardless of the Administrative Expense Cap),including the reasonable fees, costs, charges and expenses incurred by the Trustee, the CollateralManager and the Collateral Administrator (including reasonable attorneys' fees and expenses) inconnection with such Refinancing, (ii) the Refinancing Proceeds and other available funds areused to the extent necessary to make such redemption, (iii) the agreements relating to suchRefinancing contain limited recourse and non-petition provisions equivalent to those containedin Section 2.8(i) and Section 5.4(d), (iv) the Non-Call Period has ended and (v) unless otherwisewaived by a Majority of the Subordinated Notes, written advice (including via email) of PaulHastings LLP or Dechert LLP or an opinion of tax counsel of nationally recognized standing inthe United States experienced in such matters will be delivered to the Trustee to the effect thatthe Refinancing will not cause the Issuer to be subject to tax liability under Section 1446 of the Codetreated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

The Subordinated Notes may be redeemed, in whole but not in part, on(e)any Business Day on or after the redemption or repayment of all of the Secured Notes in full, atthe written direction of a Majority of the Subordinated Notes delivered to the Trustee and theCollateral Manager on behalf of the Issuer at least three Business Days prior to the designated

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Business Day on which the Subordinated Notes are to be redeemed (which direction may begiven in connection with a direction to conduct a Redemption by Liquidation of the SecuredNotes or at any time after the Secured Notes and any Replacement Notes have been redeemed orrepaid in full).

The Holders of the Subordinated Notes shall not have any cause of action(f)against any of the Co-Issuers, the Collateral Manager, the Collateral Administrator or the Trusteefor any failure to obtain a Refinancing. In the event that a Refinancing is obtained meeting therequirements specified above as certified by the Collateral Manager, the Co-Issuers and theTrustee (as directed by the Issuer) shall amend this Indenture pursuant to Article 8 to the extentnecessary to reflect the terms of the Refinancing and no further consent for such amendmentsshall be required from the Holders of Notes, other than the Majority of the Subordinated Notesdirecting the redemption.

If a Redemption by Refinancing of all Secured Notes occurs, the Holders(g)of a Majority of the Subordinated Notes, together with the Collateral Manager, may agree todesignate Principal Proceeds in an amount up to the Excess Par Amount as Interest Proceeds(such designated amount, the "Designated Excess Par"), and direct the Trustee to apply suchDesignated Excess Par on such Redemption Date as Interest Proceeds in accordance with thePriority of Payments.

Partial Redemption by Refinancing. Upon receipt of a notice ofSection 9.3Partial Redemption by Refinancing, the Collateral Manager may obtain a Refinancing on behalfof the Issuer only if the Collateral Manager determines and certifies to the Trustee and the Issuerthat: (i) each Rating Agency has been notified of the Refinancing; (ii) the Refinancing Proceeds,together with Interest Proceeds available in accordance with the Priority of Payments to pay theaccrued interest portion of the applicable Redemption Price, and amounts available for such purpose in the Permitted Use Account and all other funds available for such purpose under thisIndenture, will be at least sufficient to pay the Redemption Price of the Class or Classes ofSecured Notes subject to such Partial Redemption by Refinancing; (iii) for each Class of Notesbeing refinanced, the aggregate principal amount of the obligations providing the Refinancing isequal to the Aggregate Outstanding Amount of the Class of Notes being redeemed with theproceeds of the issuance of such obligations; (iv) the stated maturity of each Class of obligationsproviding the Refinancing is the same as the corresponding Stated Maturity of each Class ofSecured Notes subject to such Partial Redemption by Refinancing; (v) the Refinancing Proceedswill be used (to the extent necessary) to redeem the Class or Classes of Secured Notes subject tosuch Partial Redemption by Refinancing; (vi) the agreements relating to such Refinancingcontain limited-recourse and non-petition provisions equivalent (mutatis mutandis) to thoseapplicable to the Class or Classes of Secured Notes subject to such Partial Redemption byRefinancing; (vii) the obligations of the Issuer under such Refinancing are not senior in prioritypursuant to the Priority of Payments than the Class of Secured Notes being redeemed, (viii) theholders of the obligations issued under such Refinancing do not have greater rights hereunder (orunder any indentures supplemental hereto) than the holders of the Class or Classes of SecuredNotes subject to such Partial Redemption by Refinancing; (ix) the reasonable fees, costs, chargesand expenses incurred in connection with such Partial Redemption by Refinancing have beenpaid or will be adequately provided for; (x) the spread over LIBOR (or Note Interest Rate in thecase of the Fixed Rate Notes) of the Replacement Notes is equal to, or lower than, the spread

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over LIBOR of the Notes (or Note Interest Rate in the case of the Fixed Rate Notes) subject tosuch Refinancing; provided that, (a) the foregoing condition shall not be applicable if theweighted average spread over LIBOR of any obligations providing the Refinancing will be lessthan or equal to the weighted average spread over LIBOR of the Secured Notes subject to suchRefinancing and the Global Rating Agency Condition is satisfied, (b) Pari Passu Classes may berefinanced as a single Class and (c) subject to the satisfaction of the Global Rating Agency Condition with respect to any Class or Classes of Secured Notes not subject to such Partial Redemption either (A) Floating Rate Notes may provide the Refinancing of Fixed Rate Notes as long as the spread together with LIBOR then applicable to the Floating Rate Notes, is equal to or lower than the fixed rate of interest of the Class of Fixed Rate Notes being refinanced or (B)Fixed Rate Notes may provide the Refinancing of Floating Rate Notes as long as the fixed rate of interest of the Class of Fixed Rate Notes is equal to or lower than the spread together with LIBOR then applicable to the Floating Rate Notes being refinanced; and (xi) with respect to anyReplacement Notes issued pursuant to such Refinancing, unless otherwise waived by a Majorityof the Subordinated Notes, written advice (including via email) of Paul Hastings LLP or DechertLLP or an opinion of tax counsel of nationally recognized standing in the United Statesexperienced in such matters will be delivered to the Trustee to the effect that (A) the Refinancingwill not (w) cause the Issuer to be subject to tax liability under Section 1446 of the Code, (x) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income, (y) result in the Issuer being treated as being engaged in a trade or business within the United States, or (z) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the Holders of any Class of Notes Outstanding at the time of such partial Redemption by Refinancing that are not being refinanced and (B) any such Replacement Notes that are Class A Notes, Class B Notes, Class C Notes and Class D Notes will be treated, and any such Replacement Notes that are Class E Notes should be treated, as indebtednesstreated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Redemption Following a Tax Event. The Notes shall be redeemedSection 9.4by the Co-Issuers or the Issuer, as the case may be, in whole but not in part, on any Business Day(which shall be the Redemption Date) following the occurrence and the continuation of a TaxEvent at the written direction of a Majority of the Subordinated Notes delivered to the Issuer, theTrustee and the Collateral Manager not later than 30 days prior to the proposed Redemption Date(any such redemption, a "Tax Redemption"). A Majority of the Subordinated Notes may directthe Collateral Manager to effect a Redemption by Liquidation to fully redeem all Classes ofNotes in accordance with the procedures set forth in Section 9.5. The funds available for such aredemption of the Notes shall include all Principal Proceeds, Interest Proceeds, DispositionProceeds and all other available funds in the Collection Account and the Payment Account.Each Class of Notes shall be redeemed at the applicable Redemption Price for such Class inaccordance with the Priority of Payments.

Redemption Procedures. (a) In the event of an OptionalSection 9.5Redemption or a Partial Redemption by Refinancing, the written direction of the Holders of theSubordinated Notes required as set forth herein shall be provided to the Issuer, the Trustee andthe Collateral Manager not later than 20 days prior to the Redemption Date on which suchredemption is to be made (or such shorter period as agreed to betweenamong a Majority of the Subordinated Notes, the Trustee and the Collateral Manager) (which date shall be designated insuch notice). In the event of an Optional Redemption or a redemption following a Tax Event

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pursuant to Section 9.4, a notice of redemption shall be given by the Trustee by first class mail,postage prepaid, mailed not later than 10 Business Days prior to the applicable RedemptionDate, to each Holder of Notes to be redeemed, at such Holder's address in the Register and eachRating Agency. In addition, for so long as any Notes are listed on the Irish Stock Exchange andso long as the guidelines of such exchange so require, notice of Optional Redemption or TaxRedemption to the Holders of such Notes shall also be sent to the Irish Listing Agent for releasevia the Irish Stock Exchange.

All notices of redemption delivered pursuant to Section 9.5(a) shall state:(b)

the applicable Redemption Date;(i)

the Redemption Price of the Notes to be redeemed;(ii)

in the case of an Optional Redemption, that all of the Secured Notes are to(iii)be redeemed in full and that interest on such Secured Notes shall cease to accrue on thePayment Date specified in the notice;

in the case of a Partial Redemption by Refinancing, the Classes of Secured(iv)Notes to be redeemed in full and that interest on such Secured Notes shall cease to accrueon the Payment Date specified in the notice;

the place or places where Notes are to be surrendered for payment of the(v)Redemption Price, which shall be the office or agency of the Co-Issuers to be maintainedas provided in Section 7.2; and

in the case of an Optional Redemption, whether the Subordinated Notes(vi)are to be redeemed in full on such Redemption Date and, if so, the place or places wherethe Subordinated Notes are to be surrendered for payment of the Redemption Price,which shall be the office or agency of the Co-Issuers to be maintained as provided inSection 7.2 for purposes of surrender.

On any Business Day after the Non-Call Period (or prior to the end of theNon-Call Period if the related proposed Refinancing would occur after the end of the Non-CallPeriod) and upon satisfaction of the Risk Retention Condition, a Majority of the SubordinatedNotes may provide written notice (which may be in the form of an email) to the CollateralManager (with a copy to the Issuer and the Trustee) that it (i) wishes to instruct the Issuer toeffect a Refinancing of one or more classes of the Secured Notes, (ii) is seeking the CollateralManager's consent to such Refinancing and (iii) believes, in its commercially reasonablejudgment, that a Refinancing is economically viable at such time (a "Consent Request"). TheCollateral Manager shall respond to such Consent Request within 10 Business Days of its receiptthereof by (x) indicating that it will consent to such proposed Refinancing (a "Management Fee Step-Up Event"), or (y) indicating that it will not consent to such proposed Refinancing (a"Management Fee Step-Down Event") or (z) certifying that compliance by the Collateral Manager with the Risk Retention Rule would not be required in connection with the proposed Refinancing and certifying that it will consent to such proposed Refinancing; provided that, ifthe Collateral Manager does not respond to such Consent Request within such 10 Business Day

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period, the Collateral Manager shall be deemed to have not consented to such proposedRefinancing.

In the case of a Redemption by Liquidation or a Tax Redemption, the ApplicableIssuers shall withdraw any such notice of redemption up to and including the Business Day (or,if there are no Hedge Agreements in effect, by such later date as the Trustee may find reasonablyacceptable) prior to the proposed Redemption Date if the conditions in either clause (i), (ii) or(iii) of the next succeeding sentence are satisfied. Any withdrawal of such notice of redemptionshall be made by written notice to the Trustee, the Collateral Manager and each Rating Agencyand shall be made by the Applicable Issuers if either (i) the Collateral Manager has notified theCo-Issuers it is unable to deliver the sale agreement or agreements or certifications described inSection 9.2(c), in form satisfactory to the Trustee, (ii) the Issuer receives written direction from aMajority of the Subordinated Notes to withdraw such notice of redemption or (iii) the CollateralManager notifies the Co-Issuers and the Trustee that sufficient proceeds from the saleagreements or agreements or certifications described in Section 9.2(c) are not expected to bereceived or otherwise available to redeem the Secured Notes in full.

In the case of a Redemption by Refinancing, the Co-Issuers shall withdraw anynotice of redemption up to (and including) the Business Day (or, if there are no HedgeAgreements in effect, by such later date as the Trustee may find reasonably acceptable) prior tothe scheduled Redemption Date by written notice to the Trustee, the Collateral Manager andeach Rating Agency only if (i) the Collateral Manager has notified the Co-Issuers that it isunable to obtain the applicable Refinancing on behalf of the Issuer or (ii) the Issuer receiveswritten direction from a Majority of the Subordinated Notes to withdraw such notice ofredemption. For the avoidance of doubt, the failure to effect a Redemption by Refinancing asthe result of a failure to settle the related Refinancing shall not constitute an Event of Default.

If the Co-Issuers so withdraw any notice of redemption or are otherwise unable tocomplete any redemption of the applicable Notes, the Sale Proceeds received from the sale ofany Collateral Obligations and other Assets sold pursuant to Section 9.2 may, during theReinvestment Period at the Collateral Manager's sole discretion, be reinvested in accordancewith the Investment Criteria.

Any Holder of Secured Notes, the Collateral Manager or any of the CollateralManager's Affiliates or accounts managed by it shall have the right, subject to the same termsand conditions afforded to other bidders, to bid on Assets to be sold as part of an OptionalRedemption or redemption following a Tax Event pursuant to Section 9.4.

Notice of redemption shall be given by the Co-Issuers (so long as the Co-Issuershave received notice thereof) or, upon an Issuer Order, by the Trustee in the name and at theexpense of the Co-Issuers. Failure to give notice of redemption, or any defect therein, to anyHolder of any Note selected for redemption shall not impair or affect the validity of theredemption of any other Notes.

Notes Payable on Redemption Date. (a) Notice of redemptionSection 9.6pursuant to Section 9.5 having been given as aforesaid, the Secured Notes or Subordinated Notesto be redeemed shall, on the Redemption Date, subject to Section 9.2(c) in the case of an

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Optional Redemption and the right to withdraw any notice of redemption pursuant to Section9.5(b), become due and payable at the Redemption Price therein specified, and from and after theRedemption Date (unless the Issuer shall default in the payment of the Redemption Price andaccrued interest) all such Secured Notes shall cease to bear interest on the Redemption Date.Upon final payment on a Note to be so redeemed, the Holder shall present and surrender suchNote at the place specified in the notice of redemption on or prior to such Redemption Date;provided, however, that if there is delivered to the Co-Issuers and the Trustee such security orindemnity as may be required by any of them to save such party harmless and an undertakingthereafter to surrender such Note, then, in the absence of notice to the Co-Issuers or the Trusteethat the applicable Note has been acquired by a Protected Purchaser, such final payment shall bemade without presentation or surrender. Payments of interest on Secured Notes so to beredeemed whose Stated Maturity is on or prior to the Redemption Date shall be payable to theHolders of such Secured Notes, or one or more predecessor Notes, registered as such at the closeof business on the relevant Record Date according to the terms and provisions of Section 2.8(e).

If any Secured Note called for redemption shall not be paid upon(b)surrender thereof for redemption, the principal thereof shall, until paid, bear interest from theRedemption Date at the applicable Note Interest Rate for each successive Interest Accrual Periodthe Secured Note remains Outstanding; provided that the reason for such non-payment is not thefault of such Holder.

The Collateral Manager will apply any amount of Contributions on(c)deposit in the Contribution Account designated as Refinancing Proceeds by any Contributor foruse in connection with a Redemption by Refinancing. To the extent that Refinancing Proceedsare not applied to redeem the Class or Classes of Secured Notes subject to a Refinancing or topay expenses in connection with the Refinancing, such proceeds will be treated as PrincipalProceeds.

Special Redemption. Principal payments on the Secured NotesSection 9.7shall be made in part in accordance with the Priority of Payments on any Payment Date duringthe Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee thatit has been unable, for a period of at least 30 consecutive Business Days, to identify additionalCollateral Obligations that are deemed appropriate by the Collateral Manager in its solediscretion and would meet the Investment Criteria in sufficient amounts to permit the investmentor reinvestment of all or a portion of the funds then in the Collection Account that are to beinvested in additional Collateral Obligations (a "Special Redemption"). On the first PaymentDate following the Collection Period in which such notice is given (a "Special Redemption Date"), the amount in the Collection Account representing Principal Proceeds which theCollateral Manager has determined cannot be reinvested in additional Collateral Obligations(such amount, a "Special Redemption Amount"), shall be applied in accordance with the Priorityof Payments under Section 11.1(a)(ii). Notice of payments pursuant to this Section 9.7 shall begiven by the Trustee either by first class mail, postage prepaid, mailed as soon as reasonablypracticable, but in any case not less than three Business Days prior to the applicable SpecialRedemption Date to each Holder of Secured Notes affected thereby and to each Holder ofSubordinated Notes at such Holder's address in the Register and to the Rating Agencies or byfacsimile or via email transmission to such parties. In addition, for so long as any Notes arelisted on the Irish Stock Exchange and so long as the guidelines of such exchange so require,

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notice of Special Redemption to the Holders of such Notes shall also be sent to the Irish ListingAgent for release to the Irish Stock Exchange.

Rating Confirmation Redemption. Principal payments on theSection 9.8Secured Notes shall be made in part in accordance with the Priority of Payments on any PaymentDate after the Ramp-Up Period if the Collateral Manager notifies the Trustee that (x) theEffective Date Condition has not been satisfied and a redemption is required (a "Rating Confirmation Redemption") if the Moody's Rating Condition is not satisfied with respect to anyClass of the Secured Notes or (y) an S&P Rating Failure has occurred. On the first PaymentDate following the Collection Period in which such notice is given (a "Rating Confirmation Redemption Date"), the amount in the Collection Account representing Interest Proceeds andPrincipal Proceeds which must be applied to redeem the Secured Notes in order to obtain fromS&P confirmation of its initial ratings of any applicable Class of the Secured Notes and/or tosatisfy the Moody's Rating Condition with respect to each Class of Secured Notes (such amount,a "Rating Confirmation Redemption Amount"), shall be applied in accordance with the Priorityof Payments under Section 11.1(a). Notice of payments pursuant to this Section 9.8 shall begiven by the Trustee either by first class mail, postage prepaid, mailed as soon as reasonablypracticable, but in any case not less than three Business Days prior to the applicable RatingConfirmation Redemption Date (provided, that such notice will not be required in connectionwith a Rating Confirmation Redemption if the Rating Confirmation Redemption Amount is notknown three Business Days prior to such Rating Confirmation Redemption Date) to each Holderof Secured Notes affected thereby and to each Holder of Subordinated Notes at such Holder'saddress in the Register and to each Rating Agency or by facsimile or via email transmission tosuch parties. In addition, for so long as any Notes are listed on the Irish Stock Exchange and solong as the guidelines of such exchange so require, notice of a Rating Confirmation Redemptionto the Holders of such Notes shall also be sent to the Irish Listing Agent for release via the IrishStock Exchange.

Re-Pricing of Notes. (a) On any Payment DateBusiness Day afterSection 9.9the Non-Call Period, at the written direction of the Collateral Manager and(with the consent of aMajority of the Subordinated Notes) or a Majority of the Subordinated Notes (with the consent of the Collateral Manager), the Co-Issuers or the Issuer, as applicable, shall reduce the spreadover LIBOR (or Note Interest Rate in the case ofthe interest rate, with respect to the Fixed RateNotes), applicable to any Class of Re-Pricing Eligible Secured Notes other than the Class ANotes (provided that the Class B-1 Notes and the Class B-2 NotesPari Passu Classes will betreated as separate Classes for this purpose) (such reduction with respect to any such Class of Secured Notes, a "Re-Pricing" and any such Class of Re-Pricing Eligible Secured Notes to besubject to a Re-Pricing, a "Re-Priced Class"); provided that the Co-Issuers or the Issuer, asapplicable, shall not effect any Re-Pricing unless each condition specified in this Section 9.9 issatisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes otherthan the Note Interest Rate applicable thereto may be modified or supplemented in connectionwith a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer(the "Re-Pricing Intermediary") and such Re-Pricing Intermediary shall assist the Issuer ineffecting the Re-Pricing.

At least 1410 days (or such shorter period of time as the Trustee and the(b)Collateral Manager find reasonably acceptable) prior to the Payment Date fixed by the Collateral

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Manager and(with the consent of a Majority of the Subordinated Notes) or a Majority of the Subordinated Notes (with the consent of the Collateral Manager) for any proposed Re-Pricing(the date on which such Re-Pricing occurs, the "Re-Pricing Date"), the Issuer or the Re-PricingIntermediary on behalf of the Issuer, shall post notice to the Trustee's Website and deliver anotice in writing (with a copy to the Collateral Manager, the Trustee and each Rating Agency) toeach Holder of the proposed Re-Priced Class, which notice shall (i) specify the proposedRe-Pricing Date and the revised spread over LIBOR or the interest rate, with respect to the Fixed Rate Notes, or range of spreads over LIBOR (or, in the case of the Fixed Rate Notes, the revisedor interest rate)rates to be applied with respect to such Class (LIBOR plus such spread or such interest rate, as applicable, the "Re-Pricing Rate"), (ii) request each Holder of the Re-PricedClass approve the proposed Re-Pricing or provide a proposed Re-Pricing Rate at which theywould consent to such Re-Pricing that is within the range provided, if any, in clause (i) above(such proposal, a "Holder Proposed Re-Pricing Rate"), (iii) request each consenting Holder ofthe Re-Priced Class to provide the aggregate outstanding principal amountAggregate Outstanding Amount of the Re-Priced Class that such Holder is willing to purchase at suchRe-Pricing Rate (including within any range provided) specified in such notice (the "Holder Purchase Request"), and (iv) state that the Issuer will have the right to (a) cause non-consentingHolders to sell their Notes of the Re-Priced Class on the Re-Pricing Date to one or moretransferees at a sale price equal to the Redemption Price or (b) redeem such Notes with theproceeds of an issuance of Re-Pricing Replacement Notes at their Redemption Price (any such redemption, a "Re-Pricing Redemption"); provided that the Issuer at the direction of theCollateral Manager (with the consent of a Majority of the Subordinated Notes) or a Majority of the Subordinated Notes (with the consent of the Collateral Manager) may extend the Re-PricingDate or determine the Re-Pricing Rate taking into consideration anybased on the HolderProposed Re-Pricing Rates at any time up to twothe Business DaysDay prior to the Re-PricingDate. Failure to give a notice of Re-Pricing, or any defect therein, to any Holder of anyRe-Priced Class shall not impair or affect the validity of the Re-Pricing or give rise to any claimbased upon such failure or defect.

Any notice of a Re-Pricing may be withdrawn by the Collateral Manager on orprior to the Business Day prior to the scheduled Re-Pricing Date by written notice to the Issuerand the Trustee for any reason. Upon receipt of such notice of withdrawal, the Trustee shall postnotice to the Trustee's website and send such notice to the Holders of the Re-Priced ClassNotesand each Rating Agency.

The Trustee shall also arrange forsend notice of any Re-Pricing and notice of anywithdrawal of a notice of Re-Pricing to be delivered to the Irish Listing Agent to deliver to the IrishCayman Islands Stock Exchange so long as any Notes are listed thereon and so long as theguidelines of such exchange so require.

In the event any HolderHolders of the Re-Priced Class doesdo not deliver(c)written consent to the proposed Re-Pricing on or before the date whichthat is at least fivefourBusiness Days (such date as determined by the Issuer in its sole discretion) after the date of delivery of such notice, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shalldeliver written notice thereof to any Holder of the Re-Priced Class who delivered a HolderPurchase Request with a Holder Proposed Re-Pricing Rate that is equal to or less than theRe-Pricing Rate as determined by the Collateral Manager (such request, an "Accepted Purchase

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Request"), specifying the Aggregate Outstanding Amount of the Notes of the Re-Priced Classthat the Holder has agreed to purchase with a Re-Pricing Rate equal to or greater than suchHolder's Holder Proposed Re-Pricing Rate. In the event that the Issuer receives AcceptedPurchase Requests with respect to more than the Aggregate Outstanding Amount of the Notes ofthe Re-Priced Class held by non-consenting Holders, the Issuer, or the Re-Pricing Intermediaryon behalf of the Issuer, shall cause the sale and transfer of such Notes or will sell Re-PricingReplacement Notes to such consenting Holders at the Redemption Price and, if applicable,conduct a redemption of non-consenting Holders' Notes, without further notice to thenon-consenting Holders thereof, on the Re-Pricing Date to the Holders delivering AcceptedPurchase Requests with respect thereto, pro rata (subject to the applicable AuthorizedMinimumDenominations) based on the aggregate outstanding principal amountAggregate Outstanding Amount of the Notes such Holders indicated an interest in purchasing pursuant to their HolderPurchase Requests. In the event that the Issuer receives Accepted Purchase Requests withrespect to less than the aggregate outstanding principal amountAggregate Outstanding Amountof the Notes of the Re-Priced Class held by non-consenting Holders, the Issuer, or the Re-PricingIntermediary on behalf of the Issuer, shall cause the sale and transfer of such Notes or will sellRe-Pricing Replacement Notes to such consenting Holders at the Redemption Price and, ifapplicable, conduct a redemption of non-consenting Holders' Notes, without further notice to thenon-consenting Holders thereof, on the Re-Pricing Date to the Holders delivering AcceptedPurchase Requests with respect thereto, and any excess Notes of the Re-Priced Class held bynon-consenting Holders shall be sold to or redeemed with proceeds from the sale of Re-PricingReplacement Notes to one or more purchasers designated by the Re-Pricing Intermediary onbehalf of the Issuer. All sales of non-consenting Holders’' Notes or Re-Pricing ReplacementNotes to be effectuated pursuant to this clause (c) shall be made at the applicable RedemptionPrice, and shall be effectuated only if the related Re-Pricing is effectuated in accordance with theprovisions hereof. The Holder of each Re-Pricing Eligible Secured Note (other than the Holder of a Class A Note), by its acceptance of an interest in the Secured Notessuch Note, agrees to selland transfer its Secured Notes in accordance with this Section 9.9 and agrees to cooperate withthe Issuer, the Re-Pricing Intermediary (if any) and the Trustee to effectuate such sales andtransfers. The Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver writtennotice to the Trustee and the Collateral Manager not later than 1one Business Day prior to theproposed Re-Pricing Date confirming that the Issuer has received written commitments topurchase all Notes of the Re-Priced Class held by non-consenting Holders.

The Issuer shall not effect any proposed Re-Pricing unless:(d)

the Co-Issuers and the Trustee, with the prior written consent of a(i)Majority of the Subordinated Notes, shall have entered into a supplemental indenturedated as of the Re-Pricing Date, solely to modify the spread over LIBOR (or Interest Rate in the case ofthe interest rate, with respect to the Fixed Rate Notes), applicable to theRe-Priced Class (and to make changes necessary to give effect to such reduction);

confirmation has been received that all Notes of the Re-Priced Class held(ii)by non-consenting Holders have been sold and transferred pursuant to clause (c) above;

each Rating Agency shall have been notified of such Re-Pricing;(iii)

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all expenses of the Issuer and the Trustee (including the fees of the(iv)Re-Pricing Intermediary and fees of counsel) incurred in connection with the Re-Pricingdo not exceed the sum of the amounts (if any) on deposit in the Contribution Accountdesignated for such purpose and the amount of Interest Proceeds available after takinginto account all amounts required to be paid pursuant to Section 11.1(a)(i)under the Priority of Interest Proceeds on the subsequent Payment Date prior to the distribution ofany remaining Interest Proceeds to the Holders of the Subordinated Notes, unless suchexpenses have been paid or shall be adequately provided for by an entity other than theIssuer; and

the spread over LIBOR (or Interest Rate in the case of the Fixed Rate (v)Notes) applicable to each Re-Priced Class is less than the spread over LIBOR (or Interest Rate in the case ofthe interest rate, with respect to the Fixed Rate Notes), prior to suchRe-Pricing; and(vi) unless otherwise waived by a Majority of the Subordinated Notes, written advice (including via email) of Paul Hastings LLP or Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters will be delivered to the Trustee to the effect that (A) either (1) each Re-Priced Class will be treated as debt for U.S. federal income tax purposes or (2) the Re-Pricing will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (B) that the Re-Pricing will not cause the Issuer to be subject to tax liability under Section 1446 of the Code.

The Trustee shall be entitled to receive, and shall be fully protected in relyingupon an Opiniona certificate of Counselthe Issuer stating that a Re-Pricing is permitted by thisIndenture and that all conditions precedent thereto have been complied with. The Trustee mayrequest and rely on an Issuer Order providing direction and any additional information requestedby the Trustee in order to effect a Re-Pricing in accordance with this Section 9.9.

Clean-Up Call Redemption.Section 9.10

At the written direction of the Collateral Manager delivered to the(a)Co-Issuers and the Trustee not later than 30 days prior to the proposed Redemption Datespecified in such direction, the Secured Notes will be subject to redemption by the ApplicableIssuers, in whole but not in part (a "Clean-Up Call Redemption"), at the Redemption Pricetherefor, on any Payment Date after the Non-Call Period on which the Collateral PrincipalAmount is less than 10% of the Aggregate Ramp-Up Par Amount.

Upon receipt of notice directing the Issuer to effect a Clean-Up Call(b)Redemption, the Issuer (or, at the written direction and expense of the Issuer, the Trustee on itsbehalf) will offer the Collateral Manager, the holders of the Subordinated Notes and any otherPerson identified by the Issuer or the Collateral Manager the right to bid to purchase theCollateral Obligations at a price not less than the Clean-Up Call Purchase Price. Any Clean-UpCall Redemption is subject to (i) the sale of the Collateral Obligations by the Issuer to thehighest bidder or bidders therefor pursuant to the immediately preceding sentence on or prior tothe third Business Day immediately preceding the related Redemption Date, for a purchase priceor purchase prices in cash (the "Clean-Up Call Purchase Price") payable prior to or on the

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Redemption Date at least equal to the greater of (1) the sum of (a) the sum of the RedemptionPrices of the Secured Notes, plus (b) the aggregate of all other amounts owing by the Issuer onthe date of such redemption that are payable in accordance with the Priority of Payments prior todistributions in respect of the Subordinated Notes, minus (c) all other Assets available forapplication in accordance with the Priority of Payments on the Redemption Date and (2) theMarket Value of such Assets being purchased, and (ii) the receipt by the Trustee from theCollateral Manager, prior to such purchase(s), of certification from the Collateral Manager thatthe sum expected to be so received satisfies clause (i). Upon receipt by the Trustee of thecertification referred to in the preceding sentence, the Trustee (pursuant to written directionfrom, and at the expense of, the Issuer) and the Issuer shall take all actions necessary to sell,assign and transfer the Assets to the applicable holder of Subordinated Notes, the CollateralManager or such other Person upon payment in immediately available funds of the Clean-UpCall Purchase Price. The Trustee shall deposit such payment into the applicable sub-account ofthe Collection Account in accordance with the instructions of the Collateral Manager.

Upon receipt from the Collateral Manager of a direction in writing to(c)effect a Clean-Up Call Redemption, the Issuer shall set the related Redemption Date (asspecified in the direction delivered pursuant to clause (a) above) and the Record Date for anyredemption pursuant to this Section 9.10 and give written notice thereof to the Trustee (whichshall forward such notice to the Holders), the Collateral Administrator, the Collateral Managerand the Rating Agencies not later than 15 Business Days prior to the proposed Redemption Date.

Any notice of Clean-Up Call Redemption may be withdrawn by the Issuer(d)up to two Business Days prior to the related scheduled Redemption Date by written notice to theTrustee, the Rating Agencies and the Collateral Manager only if amounts equal to the Clean-UpCall Purchase Price are not received in full in immediately available funds by the third BusinessDay immediately preceding such Redemption Date. Notice of any such withdrawal of a noticeof Clean-Up Call Redemption shall be given by the Trustee at the expense of the Issuer to eachHolder of Notes to be redeemed at such Holder's address in the Note Register, by overnightcourier guaranteeing next day delivery not later than the second Business Day prior to the relatedscheduled Redemption Date. The Trustee shall also arrange for notice of such withdrawal to bedelivered to the Irish Listing Agent to deliver to the Irish Stock Exchange so long as any Notesare listed thereon and so long as the guidelines of such exchange so require.

On the Redemption Date related to any Clean-Up Call Redemption, the(e)Clean-Up Call Purchase Price and all other Interest Proceeds and Principal Proceeds availablefor distribution on such date shall be distributed pursuant to the Priority of Payments.

ARTICLE X

ACCOUNTS, ACCOUNTINGS AND RELEASES

Collection of Money. Except as otherwise expressly providedSection 10.1herein, the Trustee may demand payment or delivery of, and shall receive and collect, directlyand without intervention or assistance of any fiscal agent or other intermediary, all Money andother property payable to or receivable by the Trustee pursuant to this Indenture, including allpayments due on the Pledged Obligations, in accordance with the terms and conditions of such

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Pledged Obligations. The Trustee shall segregate and hold all such Money and propertyreceived by it in trust for the Holders of the Notes and shall apply it as provided in thisIndenture.

Collection Accounts. (a) The Trustee shall, on or prior to theSection 10.2Closing Date, establish at the Custodian two segregated non-interest bearing trust accounts, eachheld in the name of the "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. BankNational Association, as Trustee", for the benefit of the Secured Parties, one of which shall bedesignated the "Interest Collection Account" and the other of which shall be designated the"Principal Collection Account," each of which shall be maintained by the Issuer with theCustodian in accordance with the Securities Account Control Agreement. The Trustee shallfrom time to time deposit into the Interest Collection Account, in addition to the depositsrequired pursuant to Section 10.6(a), immediately upon receipt thereof (i) any funds in theInterest Reserve Account deemed by the Collateral Manager in its sole discretion to be InterestProceeds pursuant to Section 10.3(e) and (ii) all Interest Proceeds (unless simultaneouslyreinvested in additional Collateral Obligations in accordance with Article 12) received by theTrustee. The Trustee shall deposit immediately upon receipt thereof all other amounts remittedto the Collection Account into the Principal Collection Account, including in addition to thedeposits required pursuant to Section 10.6(a), (i) any funds in the Interest Reserve Accountdeemed by the Collateral Manager in its sole discretion to be Principal Proceeds pursuant toSection 10.3(e), (ii) all Principal Proceeds (unless simultaneously reinvested in additionalCollateral Obligations in accordance with Article 12 or in Eligible Investments) received by theTrustee, (iii) the amount of any Contribution designated by the Collateral Manager and (iv) allother funds received by the Trustee including any Refinancing Proceeds and the net proceeds ofany issuance of Additional Notes. All Monies deposited from time to time in the CollectionAccount pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall beapplied to the purposes herein provided. Subject to Section 10.2(d), amounts in the CollectionAccount shall be reinvested pursuant to Section 10.6(a).

The Trustee, within one Business Day after receipt of any distribution or(b)other proceeds in respect of the Assets which are not Cash, shall so notify or cause the Issuer tobe notified and the Issuer shall use its commercially reasonable efforts to, within five BusinessDays of receipt of such notice from the Trustee (or as soon as practicable thereafter), sell suchdistribution or other proceeds for Cash in an arm's length transaction and deposit the proceedsthereof in the Collection Account; provided, however, that the Issuer (i) need not sell suchdistributions or other proceeds if it delivers an Officer's certificate to the Trustee certifying thatsuch distributions or other proceeds constitute Collateral Obligations or Eligible Investments or(ii) may otherwise retain such distribution or other proceeds for up to three years from the dateof receipt thereof if it delivers an Officer's certificate to the Trustee certifying that (x) it shall sellsuch distribution within such three year period and, (y) retaining such distribution is nototherwise prohibited by this Indenture and (z) such distribution or proceeds satisfy the definition of Collateral Obligation or the Collateral Manager has determined (in consultation with counsel) that such distribution or proceeds were received "in lieu of a debt previously contracted" for purposes of the Volcker Rule.

At any time when reinvestment is permitted pursuant to Article 12, the(c)Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon

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receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the PrincipalCollection Account representing Principal Proceeds (including Principal Financed AccruedInterest used to pay for accrued interest on an additional Collateral Obligation) and reinvest (orinvest, in the case of funds referred to in Section 7.17) such funds in additional CollateralObligations, in each case in accordance with the requirements of Article 12 and such IssuerOrder.

The Collateral Manager on behalf of the Issuer may by Issuer Order direct(d)the Trustee to, and upon receipt of such Issuer Order the Trustee shall, pay from amounts ondeposit in the Collection Account representing Interest Proceeds on any Business Day duringany Interest Accrual Period (i) any amount required to exercise a warrant held in the Assets orright to acquire securities in accordance with the requirements of Article 12 and such IssuerOrder and (ii) any Administrative Expenses (paid in the order of priority set forth in thedefinition thereof); provided that the payment of Administrative Expenses payable to the Trusteeor to the Bank in any capacity shall not require such direction by Issuer Order, and provided,further that the aggregate Administrative Expenses paid pursuant to this Section 10.2(d) duringany Collection Period shall not exceed the Administrative Expense Cap for the related PaymentDate.

The Trustee shall transfer to the Payment Account, from the Collection(e)Account, for application pursuant to Section 11.1(a) of this Indenture, on or not later than theBusiness Day preceding each Payment Date, and on any Redemption Date (to the extent thatsuch Redemption Date is not a Payment Date) and, in the case of proceeds received inconnection with a Refinancing of the Secured Notes in whole or an issuance of AdditionalSecured Notes or Additionaladditional Subordinated Notes, on the day of receipt thereof,provided that in connection with a Refinancing such proceeds are received by the Trustee before12:00 noon (or before such later time as the Trustee and the Issuer find reasonably acceptable),the amount set forth to be so transferred in the Distribution Report for such Payment Date.

The Collateral Manager on behalf of the Issuer may by Issuer Order direct(f)the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from amounts ondeposit in the Interest Collection Account on any Business Day during any Interest AccrualPeriod to the Principal Collection Account, amounts necessary for application pursuant toSection 7.17(d).

The Issuer may, but under no circumstances be required to, deposit from(g)time to time into the Collection Account (in addition to any other amounts required by thisIndenture to be deposited therein) such monies received from external sources (including fromany Holder of Notes) for the benefit of the Secured Parties (other than payments on or in respectof Collateral Obligations, Eligible Investments or any other of the Assets) as the Issuer deems (inits sole discretion) to be advisable and to designate any such sum as either Interest Proceeds orPrincipal Proceeds.

After the end of the Ramp-Up Period and on or prior to the Determination(h)Date related to the second Payment Date, at the written direction of the Collateral Manager, theTrustee shall deposit from amounts in the Principal Collection Account an amount designated bythe Collateral Manager into the Interest Collection Account as Interest Proceeds ("Designated

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Principal Proceeds") so long as after giving effect to such designation (x) the aggregate amountof Designated Principal Proceeds and Designated Unused Proceeds does not exceed 1.0% of theAggregate Ramp-Up Par Amount (the "Effective Date Interest Designation Amount") and (y) theAggregate Ramp-Up Par Condition is satisfied.

Payment Account; Custodial Account; Ramp-Up Account; Section 10.3Expense Reserve Account; Interest Reserve Account; Unfunded Exposure Account.

Payment Account. The Trustee shall, on or prior to the Closing Date,(a)establish at the Custodian a segregated non-interest bearing trust account which shall be held inthe name of "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. Bank NationalAssociation, as Trustee", for the benefit of the Secured Parties, which shall be designated as thePayment Account, which shall be maintained by the Issuer with the Custodian in accordancewith the Securities Account Control Agreement. Except as provided in Section 11.1(a), the onlypermitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, thePayment Account shall be to pay amounts due and payable on the Notes in accordance with theirterms and the provisions of this Indenture and to pay Administrative Expenses and otheramounts specified herein, each in accordance with the Priority of Payments. The Co-Issuersshall not have any legal, equitable or beneficial interest in the Payment Account other than inaccordance with the Priority of Payments. Funds in the Payment Account shall not be invested.

Custodial Account. The Trustee shall, on or prior to the Closing Date,(b)establish at the Custodian a segregated non-interest bearing trust account which shall be held inthe name of "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. Bank NationalAssociation, as Trustee", for the benefit of the Secured Parties, which shall be designated as theCustodial Account, which shall be maintained by the Issuer with the Custodian in accordancewith the Securities Account Control Agreement. The only permitted withdrawals from theCustodial Account shall be in accordance with the provisions of this Indenture. The Co-Issuersshall not have any legal, equitable or beneficial interest in the Custodial Account other than inaccordance with the Priority of Payments.

Ramp-Up Account. The Trustee shall, on or prior to the Closing Date,(c)establish at the Custodian a single, segregated non-interest bearing trust account held in the nameof "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. Bank National Association,as Trustee", for the benefit of the Secured Parties, and shall be designated as the Ramp-UpAccount, which shall be maintained by the Issuer with the Custodian in accordance with theSecurities Account Control Agreement. The Issuer shall direct the Trustee to deposit the amountspecified in Section 3.1(a)(xiii)(A) to the Ramp-Up Account on the Closing Date. In connectionwith any purchase of an additional Collateral Obligation, the Trustee shall apply amounts held inthe Ramp-Up Account as provided by Section 7.17(b). Upon the occurrence of an Event ofDefault or a Moody's Ramp-Up Failure and/or S&P Rating Failure (and excluding any proceedsthat shall be used to settle binding commitments entered into prior to that date), the Trustee shalldeposit any remaining amounts in the Ramp-Up Account into the Principal Collection Accountas Principal Proceeds (excluding any proceeds that shall be used to settle binding commitmentsentered into prior to such occurrence). After the end of the Ramp-Up Period and on or prior tothe Determination Date related to the second Payment Date (so long as the Aggregate Ramp-UpPar Condition has been satisfied and no Rating Confirmation Redemption is required and

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excluding any proceeds that will be used to settle binding commitments entered into prior to thatdate), at the written direction of the Collateral Manager, the Trustee shall deposit from amountsremaining in the Ramp-Up Account (i) an amount designated by the Collateral Manager into theInterest Collection Account as Interest Proceeds ("Designated Unused Proceeds") so long asafter giving effect to such designation (x) the aggregate amount of Designated PrincipalProceeds and Designated Unused Proceeds does not exceed the Effective Date InterestDesignation Amount and (y) the Aggregate Ramp-Up Par Condition is satisfied and (ii) anyremaining amounts (after any deposit pursuant to clause (i) above) into the Principal CollectionAccount as Principal Proceeds. Upon making such deposits, the Trustee shall close theRamp-Up Account. Any income earned on amounts deposited in the Ramp-Up Account shall bedeposited in the Interest Collection Account as Interest Proceeds.

Expense Reserve Account. The Trustee shall, on or prior to the Closing(d)Date, establish at the Custodian a segregated non-interest bearing trust account which shall beheld in the name of "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. BankNational Association, as Trustee", for the benefit of the Secured Parties, which shall bedesignated as the Expense Reserve Account, which shall be maintained by the Issuer with theCustodian in accordance with the Securities Account Control Agreement. The Issuer shall directthe Trustee to deposit the amount specified in Section 3.1(a)(xiii)(B) from the proceeds of thesale of the Notes to the Expense Reserve Account as Interest Proceeds on the Closing Date. TheTrustee shall apply funds from the Expense Reserve Account, in the amounts and as directed inwriting by the Collateral Manager, to pay (x) amounts due in respect of actions taken on orbefore the Closing Date and (y) subject to the Administrative Expense Cap, AdministrativeExpenses in the order of priority contained in the definition thereof. Any income earned onamounts on deposit in the Expense Reserve Account shall be deposited in the Interest CollectionAccount as Interest Proceeds as it is paid. By the Determination Date relating to the thirdPayment Date following the Closing Date, all remaining funds in the Expense Reserve Account(after deducting any expenses paid on such Determination Date) shall be deposited in theCollection Account as Interest Proceeds and/or Principal Proceeds (in the respective amountsdirected by the Collateral Manager in its sole discretion). Thereafter, amounts may be depositedinto the Expense Reserve Account in connection with the issuance of Additional Notes and theTrustee shall apply such funds from the Expense Reserve Account, as directed by the CollateralManager on behalf of the Issuer, as needed to pay expenses of the Co-Issuers incurred inconnection with such additional issuance or as a deposit in to the Collection Account as PrincipalProceeds.

Interest Reserve Account. The Trustee shall, on or prior to the Closing(e)Date, establish at the Custodian a segregated non-interest bearing trust account which shall beheld in the name of "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. BankNational Association, as Trustee", for the benefit of the Secured Parties, which shall bedesignated as the Interest Reserve Account, which shall be maintained by the Issuer with theCustodian in accordance with the Securities Account Control Agreement. The Issuer shall directthe Trustee to deposit the amount specified in Section 3.1(a)(xiii)(C) to the Interest ReserveAccount on the Closing Date. On or prior to the Determination Date relating to the first PaymentDate following the last day of the Ramp-Up Period, the Trustee, at the direction of the CollateralManager on behalf of the Issuer, will deposit all or any portion of funds in the Interest ReserveAccount in the Interest Collection Account and/or the Principal Collection Account, in the

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respective amounts directed by the Collateral Manager in its sole discretion. On the firstPayment Date following the last day of the Ramp-Up Period, the Trustee, at the direction of theCollateral Manager, will transfer all remaining funds in the Interest Reserve Account to thePayment Account, and the Trustee will close the Interest Reserve Account. Amounts on depositin the Interest Reserve Account will be invested in Eligible Investments as directed by theCollateral Manager (which direction may be in the form of standing instructions) no later thanthe Business Day before each Payment Date.

Unfunded Exposure Account. Upon the purchase of any Revolving(f)Collateral Obligation or Delayed Drawdown Collateral Obligation, funds in an amount equal tothe undrawn portion of such obligation shall be withdrawn first from the Ramp-Up Account and,if necessary, from the Principal Collection Account and deposited in a segregated non-interestbearing trust account held in the name of "Octagon Investment Partners 26, Ltd., subject to thelien of U.S. Bank National Association, as Trustee" for the benefit of the Secured Parties whichwill be designated as the Unfunded Exposure Account and will be subject to the lien of thisIndenture for the benefit of the Secured Parties; provided that, if such Delayed DrawdownCollateral Obligation or Revolving Collateral Obligation is a Participation Interest with respectto which the Selling Institution requires funds to be deposited with the Selling Institution or itscustodian in an amount equal to any portion of the undrawn amount of such obligation ascollateral for the funding obligations under such obligation (such funds, the "Selling Institution Collateral"), the Collateral Manager on behalf of the Issuer shall direct the Trustee to (andpursuant to such direction the Trustee shall) deposit such funds in the amount of the SellingInstitution Collateral with such Selling Institution or custodian rather than in the UnfundedExposure Account, subject to the following sentence. Any such deposit of Selling InstitutionCollateral shall satisfy the following requirement (as determined and directed by the CollateralManager): the Underlying Instruments require the Selling Institution Collateral to be held in cash or "cash equivalents" for purposes of the Volcker Rule and either (1) the aggregate amountof Selling Institution Collateral deposited with such Selling Institution or its custodian (otherthan an eligible custodian) under all Participation Interests shall not have an Aggregate PrincipalBalance in excess of 5% of the Collateral Principal Amount and shall not remain on deposit withsuch Selling Institution or custodian for more than 30 calendar days after such Selling Institutionfirst fails to satisfy the rating requirements set out in the Third Party Credit Exposure Limits orthe Moody's Counterparty Criteria (and the terms of each such deposit shall permit the Issuer towithdraw the Selling Institution Collateral if such Selling Institution fails at any time to satisfythe rating requirements set out in the Third Party Credit Exposure Limits or the Moody'sCounterparty Criteria); or (2) such Selling Institution Collateral shall be deposited with aneligible custodian. The Issuer shall direct the Trustee to deposit the amount specified in Section3.1(a)(xiii)(D) to the Unfunded Exposure Account to be reserved for unfunded fundingobligations under the Delayed Drawdown Collateral Obligations and Revolving CollateralObligations purchased on or before the Closing Date. Upon initial purchase of any suchCollateral Obligations, funds deposited in the Unfunded Exposure Account in respect of anyRevolving Collateral Obligation or Delayed Drawdown Collateral Obligation will be treated aspart of the purchase price therefor. Amounts in the Unfunded Exposure Account will beinvested in overnight funds that are Eligible Investments and earnings from all such investmentswill be deposited as paid into the Interest Collection Account as Interest Proceeds.

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The Issuer shall, at all times maintain sufficient funds on deposit in the UnfundedExposure Account such that the sum of the amount of funds on deposit in the UnfundedExposure Account shall be equal to or greater than the sum of the unfunded funding obligations(disregarding the portion, if any, of any such unfunded funding obligations that is collateralizedby Selling Institution Collateral) under all such Revolving Collateral Obligations and DelayedDrawdown Collateral Obligations then included in the Assets. Funds shall be deposited in theUnfunded Exposure Account upon the purchase of any Revolving Collateral Obligation orDelayed Drawdown Collateral Obligation and upon the receipt by the Issuer of any PrincipalProceeds with respect to a Revolving Collateral Obligation as directed by the Collateral Manageron behalf of the Issuer. The Collateral Manager (on behalf of the Issuer) may direct the Trusteeto deposit from the Principal Collection Account into the Unfunded Exposure Account amountsthat are required to meet funding requirements with respect to Delayed Drawdown CollateralObligations and Revolving Collateral Obligations.

Any funds in the Unfunded Exposure Account (other than earnings from EligibleInvestments therein) will be available solely to cover any drawdowns on the RevolvingCollateral Obligations and Delayed Drawdown Collateral Obligations; provided that any excessof (A) the amounts on deposit in the Unfunded Exposure Account over (B) the sum of theunfunded funding obligations (disregarding the portion, if any, of any such unfunded fundingobligations that is collateralized by Selling Institution Collateral) under all Revolving CollateralObligations and Delayed Drawdown Collateral Obligations that are included in the Assets maybe transferred by the Trustee (at the written direction of the Collateral Manager on behalf of theIssuer) from time to time as Principal Proceeds to the Principal Collection Account.

If and to the extent that any Hedge Agreement requires the Hedge(g)Counterparty to post collateral with respect to such Hedge Agreement, the Issuer shall (at thedirection of the Collateral Manager), on or prior to the date such Hedge Agreement is enteredinto, direct the Trustee to establish in the name of the Issuer a segregated, non-interest bearingtrust account which shall be designated as a Hedge Counterparty Collateral Account (each suchaccount, a "Hedge Counterparty Collateral Account"). The Trustee (as directed in writing by theCollateral Manager on behalf of the Issuer) shall deposit into each Hedge CounterpartyCollateral Account all collateral received by it which is required to be posted by a HedgeCounterparty and all other funds and property required by the terms of any Hedge Agreement tobe deposited into the Hedge Counterparty Collateral Account, in accordance with the terms ofthe related Hedge Agreement. The only permitted withdrawals from or application of funds orproperty on deposit in the Hedge Counterparty Collateral Account shall be in accordance withthe written instructions of the Collateral Manager.

Contribution Account. The Trustee shall, prior to the ClosingSection 10.4Date, establish at the Custodian a segregated non-interest bearing trust account which shall beheld in the name of "Octagon Investment Partners 26, Ltd., subject to the lien of U.S. BankNational Association, as Trustee", for the benefit of the Secured Parties, which shall bedesignated as the Contribution Account and maintained by the Issuer with the Custodian inaccordance with the Securities Account Control Agreement. Contributions made as described inSection 11.1(g) will be deposited into the Contribution Account and subsequently transferred tothe Collection Account for a Permitted Use designated by the Contributor in such written

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direction. Amounts on deposit in the Contribution Account will be invested in EligibleInvestments as directed by the Collateral Manager (which direction may be in the form ofstanding instructions). Any income earned on amounts deposited in the Contribution Account bedeposited in the Interest Collection Account as Interest Proceeds.

[Reserved].Section 10.5

Reinvestment of Funds in Accounts; Reports by Trustee. (a) BySection 10.6Issuer Order (which may be in the form of standing instructions), the Issuer (or the CollateralManager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of suchIssuer Order, the Trustee shall, invest all funds on deposit in the Collection Account, theRamp-Up Account, the Expense Reserve Account, the Interest Reserve Account, the UnfundedExposure Account and the Hedge Counterparty Collateral Account as so directed in EligibleInvestments having Stated Maturities no later than the Business Day preceding the next PaymentDate (or such shorter maturities expressly provided herein). If prior to the occurrence of anEvent of Default, the Issuer shall not have given any such investment directions, the Trusteeshall seek instructions from the Collateral Manager within three Business Days after transfer ofany funds to such accounts. If the Trustee does not thereafter receive written instructions fromthe Collateral Manager within five Business Days after transfer of such funds to such accounts, itshall invest and reinvest the funds held in such accounts, as fully as practicable, in an investmentvehicle (which shall be an Eligible Investment) designated as such by the Collateral Manager tothe Trustee in writing on or before the Closing Date (such investment, until and as it may bechanged from time to time as hereinafter provided, the "Standby Directed Investment"), untilinvestment instruction as provided in the preceding sentence is received by the Trustee; or, if theTrustee from time to time receives a standing written instruction from the Collateral Managerexpressly stating that it is changing the "Standby Directed Investment" under this paragraph, theStandby Directed Investment may thereby be changed to an Eligible Investment maturing nolater than the Business Day immediately preceding the next Payment Date (or such shortermaturities expressly provided herein) as designated in such instruction. After an Event ofDefault, the Trustee shall invest and reinvest such Monies as fully as practicable in US BankNational Association Eurodollar Sweep Deposit or, if no longer available, such similarinvestment of the type set forth in clause (ii) of the definition of Eligible Investments maturingnot later than the earlier of (i) 30 days after the date of such investment (unless putable at par tothe issuer thereof) or (ii) the Business Day immediately preceding the next Payment Date (orsuch shorter maturities expressly provided herein). Except to the extent expressly providedotherwise herein, all interest and other income from such investments shall be deposited in theInterest Collection Account, any gain realized from such investments shall be credited to thePrincipal Collection Account upon receipt, and any loss resulting from such investments shall becharged to the Principal Collection Account. The Trustee shall not in any way be held liable byreason of any insufficiency of such accounts which results from any loss relating to any suchinvestment; provided that the foregoing shall not relieve the Bank of its obligations under anysecurity or obligation issued by the Bank or any Affiliate thereof.

The Trustee agrees to give the Issuer immediate notice if the Trustee(b)becomes aware that any Account or any funds on deposit in any Account, or otherwise to thecredit of an Account, shall become subject to any writ, order, judgment, warrant of attachment,execution or similar process. All Accounts shall remain at all times with a financial institution

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(which may be the Trustee) or in segregated trust accounts with the corporate trust department ofa federal or state-chartered deposit institution subject to regulations regarding fiduciary funds ondeposit similar to Title 12 of the Code of Federal Regulation section 9.10(b), in each case having(x) a long-term debt rating at least equal to "A2" and a short-term debt rating of "P-1" byMoody's and a short-term credit rating of at least "A-1" and a long term credit rating of at least"A" by S&P (or at least "A+" by S&P if such institution has no short-term rating) and (y)combined capital and surplus of at least U.S.$200,000,000. If at any time the ratings of afinancial institution maintaining any Accounts fail to meet the required ratings set forth above,the Issuer shall cause the assets held in such Accounts to be moved within 30 calendar days toanother institution that satisfies the requirements of clauses (x) and (y) above.

The Trustee shall supply, in a timely fashion, to the Co-Issuers, the(c)Collateral Manager, and each Rating Agency any information regularly maintained by theTrustee that the Co-Issuers, the Rating Agencies or the Collateral Manager may from time totime request in writing with respect to the Pledged Obligations, the Accounts and the otherAssets and provide any other requested information reasonably available to the Trustee byreason of its acting as Trustee hereunder and required to be provided by Section 10.7 or to permitthe Collateral Manager to perform its obligations under the Collateral Management Agreement.The Trustee shall promptly forward to the Collateral Manager copies of notices and othercommunications received by it from the Obligor or issuer of or any agent with respect to anyCollateral Obligation or from any Clearing Agency with respect to any Collateral Obligationincluding, without limitation, notices or communications which advise the holders of suchsecurity of any rights that the holders might have with respect thereto (including, withoutlimitation, requests to vote with respect to amendments or waivers and notices of prepaymentsand redemptions) as well as all periodic financial reports.

Accountings.Section 10.7

Monthly. With respect to any calendar month, not later than the tenth(a)Business Day after each Monthly Report Determination Date, commencing in July 2016, theIssuer shall compile and make available (or cause to be compiled and made available)(including, at the election of the Issuer, via appropriate electronic means acceptable to eachrecipient) to each Rating Agency, the Trustee, the Collateral Manager, the Income Note Issuer,the Initial Purchaser and the Irish Stock Exchange (so long as any Notes are listed on the IrishStock Exchange) and, upon written request therefor, to any Holder shown on the Register and,upon written notice to the Trustee in the form of Exhibit D, any beneficial owner of a Note, amonthly report (each a "Monthly Report") determined as of the related Monthly ReportDetermination Date. As used herein, the "Monthly Report Determination Date" (i) with respectto any calendar month other than for a month in which a Distribution Report is rendered, will bethe close of business on the 7th day of such month (or if such day is not a Business Day, the nextsucceeding Business Day) and (ii) with respect to any calendar month in which a DistributionReport is rendered, shall be the Determination Date with respect to such Distribution Reportpursuant to Section 10.7(b). The Monthly Report shall contain the following information withrespect to the Collateral Obligations and Eligible Investments included in the Assets (based, inpart, on information provided by the Collateral Manager):

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Aggregate Principal Balance of Collateral Obligations and Eligible(i)Investments representing Principal Proceeds.

Adjusted Collateral Principal Amount of Collateral Obligations.(ii)

Collateral Principal Amount of Collateral Obligations.(iii)

A list of Collateral Obligations, including, with respect to each such(iv)Collateral Obligation, the following information:

The obligor thereon (including the issuer ticker, if any);(A)

The LoanX ID, CUSIP or security identifier thereof;(B)

The Principal Balance thereof (other than any accrued interest that(C)was purchased with Principal Proceeds (but excluding any capitalized interest));

The percentage of the aggregate Collateral Principal Amount(D)represented by such Collateral Obligation;

The related interest rate or spread (calculated both with and(E)without LIBOR floor);

Whether such Collateral Obligation is a LIBOR Floor Obligation(F)and the specified "floor" rate per annum related thereto as specified by theCollateral Manager;

The stated maturity thereof;(G)

The related Moody's Industry Classification;(H)

The related S&P Industry Classification;(I)

The Moody's Rating, unless such rating is based on a credit(J)estimate unpublished by Moody's (and, in the event of a downgrade or withdrawalof the applicable Moody's Rating, the prior rating and the date such Moody'sRating was changed);

The Moody's Default Probability Rating;(K)

For assets receiving credit estimates from Moody's, the date of the(L)most recent credit estimate;

The S&P Rating, unless such rating is based on a credit estimate(M)unpublished by S&P or such rating is confidential rating or a private rating byS&P;

The country of Domicile;(N)

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An indication as to whether each such Collateral Obligation is (1)(O)a Senior Secured Loan, (2) a Second Lien Loan, (3) an Unsecured Loan, (4) aParticipation Interest (indicating the related Selling Institution and its ratings byeach Rating Agency), (5) a Delayed Drawdown Collateral Obligation, (6) aRevolving Collateral Obligation, (7) a Fixed Rate Obligation, (8) a Floating RateObligation, (9) a DIP Collateral Obligation, (10) a Discount Obligation, (12) aDiscount Obligation purchased in the manner described in clause (y) of theproviso to the definition of "Discount Obligation," (13) a Bridge Loan, (14) aDeferrable Obligation, (15) a Partial Deferrable Obligation, (16) a Cov-Lite Loanor (17) subject to a Maturity Amendment;

With respect to each Collateral Obligation that is a Discount(P)Obligation purchased in the manner described in clause (y) of the proviso to thedefinition of "Discount Obligation",

the identity of the Collateral Obligation (including whether(1)such Collateral Obligation was classified as a Discount Obligation at thetime of its original purchase) the proceeds of whose sale are used topurchase the purchased Collateral Obligation;

the purchase price (as a percentage of par) of the purchased(2)Collateral Obligation and the sale price (as a percentage of par) of theCollateral Obligation the proceeds of whose sale are used to purchase thepurchased Collateral Obligation;

the Moody's Default Probability Rating assigned to the(3)purchased Collateral Obligation and the Moody's Default ProbabilityRating assigned to the Collateral Obligation the proceeds of whose saleare used to purchase the purchased Collateral Obligation; and

the Aggregate Principal Balance of Collateral Obligations(4)that have been excluded from the definition of "Discount Obligation" andrelevant calculations indicating whether such amount is in compliancewith the limitation described in the proviso to the definition of "DiscountObligation;"

The Aggregate Principal Balance of all Cov-Lite Loans;(Q)

The Moody's Recovery Rate;(R)

The S&P Recovery Rate;(S)

(1) The Market Value of such Collateral Obligation and (2) the(T)purchase price of such Collateral Obligation;

Whether such Collateral Obligation was acquired from or sold to,(U)as applicable, an Affiliate of the Collateral Manager;

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Whether such Collateral Obligation is a Collateral Obligation with(V)respect to which the trade date has occurred but the settlement date has not yetoccurred; and

Whether such Collateral Obligation by its terms provides for(W)amortization or prepayment at a price of less than par.

If the date of determination of the immediately preceding Monthly Report(v)occurs on or after the delivery of the Effective Date Certificate, for each of the limitationsand tests specified in the definitions of Concentration Limitations and Collateral QualityTest, (1) the result, (2) the related minimum or maximum test level (including (x) anyMoody's Weighted Average Recovery Adjustment, if applicable, indicating to which testsuch Moody's Weighted Average Recovery Adjustment was allocated and (y) withrespect to the S&P CDO Monitor Test, the Class Default Differential, the ClassBreak-even Default Rate and the Class Scenario Default Rate for the Class A-1-R Notes,and the characteristics of the Current Portfolio, unless the Collateral Manager has electedto calculate the S&P CDO Monitor Test pursuant to Schedule 6) and (3) a determinationas to whether such result satisfies the related test.

The calculation of each of the following:(vi)

From and after the Determination Date with respect to the second(A)Payment Date, each Interest Coverage Ratio (and setting forth the percentagerequired to satisfy each Interest Coverage Test);

From and after the last day of the Ramp-Up Period, each(B)Overcollateralization Ratio (and setting forth the percentage required to satisfyeach Overcollateralization Ratio Test); and

From and after the last day of the Ramp-Up Period, the Interest(C)Diversion Test (and setting forth the percentage required to satisfy the InterestDiversion Test).

The Weighted Average Floating Spread;(vii)

The calculation specified in Section 5.1(f).(viii)

For each Account, a schedule showing the beginning balance, each credit(ix)or debit specifying the nature, source and amount, and the ending balance.

A schedule showing for each of the following the beginning balance, the(x)amount of Interest Proceeds received from the date of determination of the immediatelypreceding Monthly Report, and the ending balance for the current Measurement Date:

Interest Proceeds from Collateral Obligations;(A)

Interest Proceeds from Eligible Investments; and(B)

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Interest Proceeds from Hedge Agreements.(C)

A list of all Eligible Investments held during such calendar month.(xi)

Purchases, prepayments and sales:(xii)

The (1) identity, (2) purchase price, (3) purchase date, (4) sale, (5)(A)Principal Balance (other than any accrued interest that was purchased withPrincipal Proceeds (but noting any capitalized interest)), (6) sale proceedsreceived (and whether Principal Proceeds or Interest Proceeds), (7) gain (excessof the Principal Proceeds received over purchase price paid), (8) loss (excess ofthe purchase price paid over the Principal Proceeds received) and (9)the date for(X) each Collateral Obligation that was released for sale or other dispositionpursuant to Section 12.1 or prepaid since the date of determination of theimmediately preceding Monthly Report and (Y) each prepayment, repayment atmaturity or redemption of a Collateral Obligation, and in the case of (X), whethersuch Collateral Obligation was a Credit Risk Obligation, Defaulted Obligation ora Credit Improved Obligation, whether the sale of such Collateral Obligation wasa discretionary sale and whether such sale of a Collateral Obligation was to anAffiliate of the Collateral Manager; and

The (1) identity, (2) purchase date, (3) Principal Balance (other(B)than any accrued interest that was purchased with Principal Proceeds (but notingany capitalized interest)) and purchase price, (4) the purchase price paid (andwhether Principal Proceeds or Interest Proceeds were expended to acquire suchCollateral Obligation) and (5) excess, as applicable, of the purchase price over thePrincipal Balance or of the Principal Balance over the purchase price of eachCollateral Obligation acquired pursuant to Section 12.2 since the date ofdetermination of the immediately preceding Monthly Report and whether suchCollateral Obligation was obtained through a purchase from an Affiliate of theCollateral Manager.

The identity of each Defaulted Obligation, the Moody's Collateral Value,(xiii)the S&P Collateral Value and the Market Value of each such Defaulted Obligation anddate of default thereof.

The identity of each Collateral Obligation with an S&P Rating of "CCC+"(xiv)or below and/or a Moody's Default Probability Rating of "Caa1" or below and the MarketValue of each such Collateral Obligation.

The identity of each Current Pay Obligation, the Market Value of each(xv)such Current Pay Obligation and the percentage of the Collateral Principal Amountcomprised of Current Pay Obligations.

The identity of each Collateral Obligation that is a First-Lien Last-Out(xvi)Loan.

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With respect to each purchase of Notes by the Issuer pursuant to Section(xvii)2.13 since the date of determination of the immediately preceding Monthly Report, theClass and Aggregate Outstanding Amount of Notes purchased and the price (expressed asa percentage of par) at which such purchase was effected.

The total number of (and related dates of) any series of Identified(xviii)Reinvestments occurring during such month, the identity of each Collateral Obligationthat was subject to an Identified Reinvestment, and the percentage of the AggregatePrincipal Balance of the Collateral Obligations consisting of such Collateral Obligationsthat were subject to an Identified Reinvestment.

With respect to any Hedge Agreement:(xix)

The notional balance thereof; and(A)

The aggregate amount of any Hedge Counterparty Credit Support(B)deposited to a sub-account of the Hedge Counterparty Collateral Account inrespect thereof since the date of determination of the immediately precedingMonthly Report.

With respect to any Issuer Subsidiary:(xx)

the identity of each Collateral Obligation or portion thereof held by(A)such Issuer Subsidiary; and

the identity of each Collateral Obligation or portion thereof(B)transferred to or from such Issuer Subsidiary pursuant to Section 7.16(e) or7.16(g) since the date of determination of the immediately preceding MonthlyReport.

Such other information as the Trustee, any Hedge Counterparty, any(xxi)Rating Agency or the Collateral Manager may reasonably request.

A list of Eligible Investments, including, with respect to each such(xxii)Eligible Investment, the following information:

the Moody's and S&P rating thereof; and(A)

the stated maturity thereof.(B)

With respect to any reinvestment pursuant to Section 12.2(b),(xxiii)confirmation of satisfaction of the Post-Reinvestment Period Criteria set forth in clauses(i) through (vii) of Section 12.2(b).

A list of Collateral Obligations, if any, whose Domicile is determined to(xxiv)be the United States or Canada by operation of clause (c) of the definition of "Domicile".

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The S&P CDO Monitor chosen by the Collateral Manager in accordance(xxv)with the definition of "S&P CDO Monitor".

If the Collateral Manager has elected the non-model version of the S&P(xxvi)CDO Monitor Test, the S&P Expected Portfolio Default Rate, the S&P Default RateDispersion, the S&P Obligor Diversity Measure, the S&P Industry Diversity Measure,the S&P Regional Diversity Measure and the S&P Weighted Average Life.

The name of each Intermediary and the long term debt rating and the short (xxvii)term debt rating of such Intermediary by S&P.

Upon receipt of each Monthly Report, the Trustee shall (a) if the relevantMonthly Report Determination Date occurred on or prior to the last day of the ReinvestmentPeriod, notify S&P, with a copy to the Collateral Manager, if such Monthly Report indicates thatthe S&P CDO Monitor Test has not been satisfied as of the relevant Measurement Date and (b),if the Trustee is not the same Person as the Collateral Administrator, compare the informationcontained in such Monthly Report to the information contained in its records with respect to theAssets and shall, within three Business Days after receipt of such Monthly Report, notify theIssuer, the Collateral Administrator, the Collateral Manager, and the Rating Agencies if theinformation contained in the Monthly Report does not conform to the information maintained bythe Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee andthe Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve thediscrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within fiveBusiness Days notify the Collateral Manager, which shall request on behalf of the Issuer that theIndependent accountants appointed by the Issuer pursuant to Section 10.9 perform agreed-uponprocedures on such Monthly Report and the Trustee's records to determine the cause of suchdiscrepancy. If such procedures reveal an error in the Monthly Report or the Trustee's records,the Monthly Report or the Trustee's records shall be revised accordingly and, as so revised, shallbe utilized in making all calculations pursuant to this Indenture and notice of any error in theMonthly Report shall be sent as soon as practicable by the Issuer to all recipients of such report(which may be accomplished by making a notation of such error in the subsequent MonthlyReport).

Payment Date Accounting. The Issuer shall render (or cause to be(c)rendered) a report (each a "Distribution Report"), determined as of the close of business on eachDetermination Date preceding a Payment Date (or a Redemption Date that is not a PaymentDate), and shall make available such Distribution Report (including, at the election of the Issuer,via appropriate electronic means acceptable to each recipient) to the Trustee, the CollateralManager, the Income Note Issuer, the Initial Purchaser and the Rating Agencies and, uponwritten request therefor, any Holder shown on the Register and, upon written notice to theTrustee in the form of Exhibit D, any beneficial owner of a Note not later than the Business Daypreceding the related Payment Date or Redemption Date. The Distribution Report shall containthe following information (based, in part, on information provided by the Collateral Manager):

(a) the Aggregate Outstanding Amount of the Secured Notes of each Class(i)at the beginning of the Interest Accrual Period and such amount as a percentage of the

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original Aggregate Outstanding Amount of the Secured Notes of such Class, the amountof principal payments to be made on the Secured Notes of each Class on the nextPayment Date or the Redemption Date, the amount of any Deferred Interest on eachClass of Deferred Interest Notes, and the Aggregate Outstanding Amount of the SecuredNotes of each Class after giving effect to the principal payments, if any, on the nextPayment Date or the Redemption Date and such amount as a percentage of the originalAggregate Outstanding Amount of the Secured Notes of such Class and (b) theAggregate Outstanding Amount of the Subordinated Notes at the beginning of theInterest Accrual Period and such amount as a percentage of the original AggregateOutstanding Amount of the Subordinated Notes, the amount of payments to be made onthe Subordinated Notes in respect of Subordinated Note Redemption Price on the nextPayment Date or the Redemption Date, and the Aggregate Outstanding Amount of theSubordinated Notes after giving effect to such payments, if any, on the next PaymentDate or the Redemption Date and such amount as a percentage of the original AggregateOutstanding Amount of the Subordinated Notes;

the Note Interest Rate and accrued interest for each applicable Class of(ii)Secured Notes for such Payment Date;

[reserved];(iii)

the amounts payable pursuant to each clause of Section 11.1(a)(i) and each(iv)clause of Section 11.1(a)(ii) and each clause of Section 11.1(a)(iii) on the relatedPayment Date or Redemption Date;

the amount, if any, of the Senior Management Fee to be deferred by the(v)Collateral Manager pursuant to Section 11.1(f) on the related Payment Date orRedemption Date and the aggregate Deferred Senior Management Fee after giving effectto any deferrals and any payments of the Deferred Senior Management Fee on the relatedPayment Date or Redemption Date;

for the Collection Account:(vi)

the Balance on deposit in the Collection Account at the end of the(A)related Collection Period (or, with respect to the Interest Collection Account, thenext Business Day);

the amounts payable from the Collection Account to the Payment(B)Account, in order to make payments pursuant to Section 11.1(a)(i) and Section11.1(a)(ii) and Section 11.1(a)(iii) on the next Payment Date or Redemption Date(which will not include (i) subject to Section 12.2, Principal Proceeds that will beused to reinvest in Collateral Obligations that the Issuer has committed at anytime during the Reinvestment Period to purchase or (ii) after the ReinvestmentPeriod, any Eligible Post-Reinvestment Proceeds that will be used to reinvest inCollateral Obligations that the Issuer has already committed to purchase); and

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

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the aggregate amount of Contributions, if any, made to the Issuer for such(vii)Payment Date or Redemption Date; and

such other information as the Trustee, any Hedge Counterparty or the(viii)Collateral Manager may reasonably request.

Each Distribution Report shall constitute instructions to the Trustee to withdrawfunds from the Payment Account and pay or transfer such amounts set forth in DistributionReport in the manner specified and in accordance with the priorities established in Section 11.1and Article 13.

Interest Rate Notice. The Trustee shall make available to each Holder of(d)Secured Notes, as soon as reasonably practicable but in any case no later than the sixth BusinessDay after each Payment Date, a notice setting forth the Note Interest Rate for such Notes for theInterest Accrual Period preceding the next Payment Date. The Trustee shall also make availableto the Issuer and each Holder of Notes, as soon as reasonably practicable but in any case no laterthan the sixth Business Day after each Interest Determination Date, a notice setting forth LIBORfor the Interest Accrual Period (or portion thereof, with respect to the first and second InterestDetermination Dates) following such Interest Determination Date.

Failure to Provide Accounting. If the Trustee shall not have received any(e)accounting provided for in this Section 10.7 on the first Business Day after the date on whichsuch accounting is due to the Trustee, the Issuer shall use all reasonable efforts to cause suchaccounting to be made by the applicable Payment Date. To the extent the Issuer is required toprovide any information or reports pursuant to this Section 10.7 as a result of the failure toprovide such information or reports, the Issuer (with the assistance of the Collateral Manager)shall be entitled to retain an Independent certified public accountant in connection therewith.

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

The Notes may be beneficially owned only by Persons that (a)(i) are not U.S.persons (within the meaning of Regulation S under the United States Securities Act of 1933, asamended) and are purchasing their beneficial interest in an offshore transaction or (ii) are either(A)(1) qualified institutional buyers ("Qualified Institutional Buyers") within the meaning ofRule 144A and (2) qualified purchasers (as defined in Section 2(a)(51) of the InvestmentCompany Act) ("Qualified Purchasers"), (B) in the case of Certificated Secured Notes andCertificated Subordinated Notes only, (1) institutional accredited investors meeting therequirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("IAIs") and (2) QualifiedPurchasers; and (b) can make the representations set forth in Section 2.6 or the appropriateExhibit to this Indenture. Beneficial ownership interests in the Rule 144A Global Secured Notesmay be transferred only to a Person that is both a Qualified Institutional Buyer and a QualifiedPurchaser and that can make the representations referred to in clause (b) of the precedingsentence. The Issuer has the right to compel any beneficial owner of an interest in Rule 144AGlobal Secured Notes that does not meet the qualifications set forth in such clauses to sell its

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interest in such Notes, or may sell such interest on behalf of such owner, pursuant to Section2.12.

Each Holder or beneficial owner of a Note receiving this report agrees to keep allnon-public information herein confidential and not to use such information for any purpose otherthan its evaluation of its investment in the Note; provided, that any such Holder or beneficialowner may provide such information on a confidential basis to any prospective purchaser of suchHolder's or beneficial owner's Notes that is permitted by the terms of this Indenture to acquiresuch Holder's or beneficial owner's Notes and that agrees to keep such information confidentialin accordance with the terms of this Indenture.

Initial Purchaser Information. The Issuer and the Initial Purchaser, or any(g)successor to the Initial Purchaser, may post the information contained in a Monthly Report orDistribution Report or any Supplemental Information to a password protected internet siteaccessible only to the Holders of the Notes, the Trustee and the Collateral Manager.

Availability of Reports. The Monthly Reports, Distribution Reports and(h)any Supplemental Information shall be made available to the Persons entitled to such reports viathe Trustee's Website. The Trustee's website shall initially be located athttp://www.usbank.com/cdo (the "Trustee's Website"). The Trustee may change the methodsuch reports are distributed. As a condition to access to the Trustee's internet website, theTrustee may require registration and the acceptance of a disclaimer. The Trustee shall not beliable for the information it is directed or required to disseminate in accordance with thisIndenture. The Trustee shall be entitled to rely on but shall not be responsible for the content oraccuracy of any information provided in the information set forth in the Monthly Report, theDistribution Report and any Supplemental Information and may affix thereto any disclaimer itdeems appropriate in its reasonable discretion. Upon written request of any Holder, the Trusteeshall also provide such Holder copies of reports produced pursuant to this Indenture and theCollateral Management Agreement. For the avoidance of doubt, the Initial Purchaser shall beentitled to receive or have access to the Monthly Reports, Distribution Reports and SupplementalInformation.

Delivery to Intex and Bloomberg. The Collateral Manager or the Trustee(i)(in each case, on behalf of the Issuer) shall cause a copy of this Indenture, each other TransactionDocument related hereto and each Monthly Report and Distribution Report to be delivered toIntex Solutions, Inc. and Bloomberg Finance L.P.

Irish Stock Exchange. So long as any Class of Notes is listed on the Irish(j)Stock Exchange, the Trustee shall inform the Irish Stock Exchange, if the Ratings assigned tosuch Secured Notes are reduced or withdrawn and such information shall be released through theCompanies Announcement Office.

Supplemental Information. From time to time, the Issuer (or the Collateral(k)Manager on behalf of the Issuer) may compile and deliver to Holders information that issupplemental to the information set forth in the Monthly Reports and the Distribution Reports(any such information, "Supplemental Information") by delivering such information to theTrustee for delivery to Holders via the Trustee's Website in accordance with Section 14.4(b).

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Release of Collateral Obligations. (a) The Issuer may, by IssuerSection 10.8Order (which may be executed by an Authorized Officer of the Collateral Manager), delivered tothe Trustee no later than the settlement date for any sale of a security certifying that the sale ofsuch security is being made in accordance with Section 12.1 and such sale complies with allapplicable requirements of Section 12.1, direct the Trustee to release or cause to be released suchsecurity from the lien of this Indenture and, upon receipt of such Issuer Order, the Trustee shalldeliver any such security, if in physical form, duly endorsed to the broker or purchaserdesignated in such Issuer Order or, if such security is a Clearing Corporation Security, cause anappropriate transfer thereof to be made, in each case against receipt of the sales price therefor asspecified by the Collateral Manager in the trading and/or funding documents attached to suchIssuer Order; provided, however, that the Trustee may deliver any such security in physical formfor examination in accordance with street delivery custom; provided, further that,notwithstanding the foregoing, the Issuer shall not direct the Trustee to release any securitypursuant to this Section 10.8(a) following the occurrence and during the continuance of an Eventof Default unless (x) such release is in connection with a sale in accordance with Sections12.1(a), (c), (d), (g) or (h) or (y) the liquidation of the Assets has begun or the Trustee hasexercised any remedies of a Secured Party pursuant to Section 5.4(a)(iv) at the direction of aMajority of the Controlling Class.

If no Event of Default has occurred and is continuing and subject to(b)Article 12 hereof, the Trustee shall upon an Issuer Order (i) deliver any Pledged Obligation, andrelease or cause to be released such security from the lien of this Indenture, which is set for anymandatory call or redemption or payment in full to the appropriate Paying Agent on or before thedate set for such call, redemption or payment, in each case against receipt of the call orredemption price or payment in full thereof and (ii) provide notice thereof to the CollateralManager.

Upon receiving actual notice of any Offer, the Trustee on behalf of the(c)Issuer shall promptly notify the Collateral Manager of any Collateral Obligation that is subject tosuch Offer. Unless the Notes have been accelerated following an Event of Default, the CollateralManager shall have the exclusive right, subject, in the case of clause (ii) of the definition of theterm "Offer", to Section 12.4, to direct in writing (upon which the Trustee may conclusivelyrely) (x) the Trustee to accept or participate in or decline or refuse to participate in such Offerand, in the case of acceptance or participation, to release from the lien of this Indenture suchCollateral Obligation in accordance with the terms of the Offer against receipt of paymenttherefor, or (y) the Issuer or the Trustee to agree to or otherwise act with respect to such Offer.If the Secured Notes have been accelerated following an Event of Default, the Majority of theControlling Class shall have the exclusive right, subject to Section 12.4, to direct in writing(upon which the Trustee may conclusively rely) (x) the Trustee to accept or participate in ordecline or refuse to participate in such Offer and, in the case of acceptance or participation, torelease from the lien of this Indenture such Collateral Obligation in accordance with the terms ofthe Offer against receipt of payment therefor, or (y) the Issuer or the Trustee to agree to orotherwise act with respect to such Offer.

As provided in Section 10.2(a), the Trustee shall deposit any proceeds(d)received by it from the disposition of a Pledged Obligation in the applicable account under the

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Collection Account, unless simultaneously applied to the purchase of additional CollateralObligations or Eligible Investments as permitted under and in accordance with the requirementsof this Article 10 and Article 12.

The Trustee shall, upon receipt of an Issuer Order at such time as there are(e)no Secured Notes Outstanding and all obligations of the Co-Issuers hereunder have beensatisfied, release any remaining Assets from the lien of this Indenture.

If no Event of Default has occurred and is continuing, the Issuer may, by(f)Issuer Order executed by an Authorized Officer of the Collateral Manager, delivered to theTrustee no later than the settlement date for any loan of a security certifying that the loan of suchsecurity is being made in accordance with Section 12.4 hereof and such loan complies with allapplicable requirements of Section 12.4, direct the Trustee to release or cause to be released suchsecurity from the lien of this Indenture and, upon receipt of such Issuer Order, the Trustee shalldeliver any such security, if in physical form, duly endorsed to the broker, borrower or SecuritiesIntermediary designated in such Issuer Order; provided, however, that the Trustee may deliverany such security in physical form for examination in accordance with street delivery custom.

Upon receipt by the Trustee of an Issuer Order from an Authorized Officer(g)of the Issuer or an Authorized Officer of the Collateral Manager certifying an asset is beingtransferred to an Issuer Subsidiary, the Trustee shall release such Issuer Subsidiary Asset andshall deliver such Issuer Subsidiary Asset as specified in such Issuer Order.

Any security, Collateral Obligation or amounts that are released pursuant(h)to Section 10.8(a), (b), (c), (e), (f) or (g) shall be released from the lien of this Indenture.

In connection with the Closing Date Merger, on the Closing Date the(i)Trustee is hereby authorized and directed to release from the lien of this Indenture an amount ofcash equal to U.S.$30,636,432.61 pursuant to the Plan of Merger.

Reports by Independent Accountants. (a) Prior to the delivery ofSection 10.9any reports or certificates of accountants required to be prepared pursuant to the terms hereof,the Issuer shall appoint one or more firms of Independent certified public accountants ofrecognized international reputation for purposes of reviewing and delivering the reports orcertificates of such accountants required by this Indenture, which may be the firm of Independentcertified public accountants that performs accounting services for the Issuer or the CollateralManager. The Issuer may remove any firm of Independent certified public accountants at anytime without the consent of any Holder of Notes. The fees of such Independent certified publicaccountants and its successor shall be payable by the Issuer as an Administrative Expense.

Neither the Trustee nor the Collateral Administrator shall have any(b)responsibility to make any inquiry or investigation as to, and shall have no obligation in respectof, the terms of any engagement of Independent accountants by the Issuer (or the CollateralManager on behalf of the Issuer) or the terms of any agreed upon procedures in respect of suchengagement; provided, however, that the Trustee shall be authorized, upon receipt of an IssuerOrder directing the same, to execute any acknowledgement or other agreement with theIndependent accountants required for the Trustee to receive any of the reports or instructions

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provided for herein, which acknowledgement or agreement may include, among other things, (i)acknowledgement that the Issuer has agreed that the procedures to be performed by theIndependent accountants are sufficient for the Issuer's purposes, (ii) releases by the Trustee (onbehalf of itself and the Holders) of claims against the Independent accountants andacknowledgement of other limitations of liability in favor of the Independent accountants, and(iii) restrictions or prohibitions on the disclosure of information or documents provided to it bysuch firm of Independent accountants (including to the Holders). Notwithstanding the foregoing,in no event shall the Trustee be required to execute any agreement in respect of the Independentaccountants that the Trustee reasonably determines adversely affects it.

Upon the written request of the Trustee, or any Holder of a Subordinated(c)Note, the Issuer shall cause the firm of Independent certified public accountants appointedpursuant to Section 10.9(a) to provide any Holder of Notes with all of the information requiredto be provided by the Issuer or pursuant to Section 7.16 or assist the Issuer in the preparationthereof.

Reports to Rating Agencies. In addition to the information andSection 10.10reports specifically required to be provided to each Rating Agency pursuant to the terms of thisIndenture, the Issuer shall provide to each Rating Agency all information or reports delivered tothe Trustee hereunder (excluding any Accountants' Certificate), and such additional informationas any Rating Agency may from time to time reasonably request (including (x) with respect tocredit estimates, notification to each Rating Agency of any material modification that wouldresult in substantial changes to the terms of any loan document relating to a Collateral Obligationor any release of collateral thereunder not permitted by such loan documentation and (y) withrespect to DIP Collateral Obligations, notification to each Rating Agency of any materialmodification to the terms of any loan document relating thereto) in accordance with Section14.3(b) hereof. Within 10 Business Days after the last day of the Ramp-Up Period, together witheach Monthly Report and on each Payment Date, the Issuer (or the Collateral Manager on behalfof the Issuer) shall provide to S&P, via e-mail in accordance with Section 14.3(a), a MicrosoftExcel file of the S&P Excel Default Model Input File and, with respect to each CollateralObligation, the name of each Obligor thereon, the CUSIP number thereof (if applicable) and thePriority Category (as specified in the definition of Weighted Average S&P Recovery Rate). TheIssuer shall notify each Rating Agency of any termination, modification or amendment to theCollateral Management Agreement, the Collateral Administration Agreement, the SecuritiesAccount Control Agreement or any other agreement to which it is party in connection with anysuch agreement or this Indenture and shall notify each Rating Agency of any material breach byany party to any such agreement of which it has actual knowledge.

Procedures Relating to the Establishment of Accounts Controlled Section 10.11by the Trustee. Notwithstanding anything else contained herein, the Trustee is hereby directed,with respect to each of the Accounts, to enter into the Securities Account Control Agreementwith the Securities Intermediary. The Trustee shall have the right to open such subaccounts ofany such account as it deems necessary or appropriate for convenience of administration.

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ARTICLE XI

APPLICATION OF MONIES

Disbursements of Monies from Payment Account.Section 11.1(a) Notwithstanding any other provision in this Indenture, but subject to the other subsections ofthis Section 11.1, on each Payment Date and Redemption Date in connection with theredemption in full of all Classes of Secured Notes, the Trustee shall disburse amountstransferred, if any, from the Collection Account to the Payment Account pursuant to Section 10.2in accordance with the following priorities (the "Priority of Payments"); provided that, (x)amounts transferred, if any, from the Interest Collection Account shall be applied solely inaccordance with Section 11.1(a)(i); and (y) amounts transferred, if any, from the PrincipalCollection Account shall be applied solely in accordance with Section 11.1(a)(ii).

On each Payment Date (other than a Post-Acceleration Payment Date, the(i)Stated Maturity and a Redemption Date in connection with the redemption in full of allClasses of Secured Notes, but including a Payment Date that is a Redemption Date inconnection with a Partial Redemption by Refinancing of one or more Classes of SecuredNotes), Interest Proceeds on deposit in the Collection Account, to the extent received onor before the related Determination Date (or if such Determination Date is not a BusinessDay, the next succeeding Business Day) and that are transferred into the PaymentAccount, shall be applied in the following order of priority:

(1) first, to the payment of taxes, governmental fees and registered(A)office fees owing by the Issuer, the Co-Issuer or the Income Note Issuer, if any,and (2) second, to the payment of the accrued and unpaid AdministrativeExpenses (in the order set forth in the definition of such term); provided that,amounts paid or deposited pursuant to clause (2) and any AdministrativeExpenses paid from the Expense Reserve Account (other than amounts due inrespect of actions taken on or before the Closing Date) or from the CollectionAccount pursuant to Section 10.2(d)(ii) on or between Payment Dates may notexceed, in the aggregate, the Administrative Expense Cap;

to the payment of the accrued and unpaid Senior Management Fee(B)and any accrued and unpaid Senior Management Fee Interest thereon to theCollateral Manager, except to the extent that the Collateral Manager elects to treatsuch current Senior Management Fee and/or Senior Management Fee Interest asDeferred Senior Management Fees, plus any accrued and unpaid Deferred SeniorManagement Fee, and any accrued and unpaid Senior Management Fee Interestthereon which, in each case, the Collateral Manager elects to have paid on suchPayment Date; provided that the amount of Senior Management Fee Interest andDeferred Senior Management Fees paid pursuant to this clause (B) on anyPayment Date may not exceed the Deferred Senior Management Fee Cap;

to the payment on a pro rata basis of the following amounts based(C)on the respective amounts due on such Payment Date (1) any amounts due to a

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Hedge Counterparty under a Hedge Agreement other than amounts due as a resultof the termination (or partial termination) of such Hedge Agreement and (2) anyamounts due to a Hedge Counterparty under a Hedge Agreement pursuant to anearly termination (or partial termination) of such Hedge Agreement as a result ofa Priority Hedge Termination Event;

first, to the payment of accrued and unpaid interest (including any(D)defaulted interest) on the Class A Notes;(E) -1-R Notes and, second, to thepayment of accrued and unpaid interest (including any defaulted interest) on the Class B-1 Notes and the Class BA-2-R Notes, pro rata, allocated in proportion ;

to the amountpayment of accrued and unpaid interest on each (E)such(including any defaulted interest) on the Class B-R Notes;

if either of the Class A/B Coverage Tests is not satisfied on the(F)related Determination Date (except in the case of the Interest Coverage Test, onor after the Determination Date immediately preceding the third Payment Date),to make payments in accordance with the Note Payment Sequence to the extentnecessary to cause each Class A/B Coverage Test (to the extent required to besatisfied on such Payment Date) to be met as of the related Determination Date ona pro forma basis after giving effect to any payments made through this clause(F);

to the payment of accrued and unpaid interest (other than any(G)Deferred Interest) on the Class C Notes;

if either of the Class C Coverage Tests is not satisfied on the(H)related Determination Date (except in the case of the Interest Coverage Test, onor after the Determination Date immediately preceding the third Payment Date),to make payments in accordance with the Note Payment Sequence to the extentnecessary to cause each Class C Coverage Test (to the extent required to besatisfied on such Payment Date) to be met as of the related Determination Date ona pro forma basis after giving effect to any payments made through this clause(H);

to the payment of any Deferred Interest on the Class C Notes;(I)

to the payment of accrued and unpaid interest (other than any(J)Deferred Interest) on the Class D Notes;

if either of the Class D Coverage Tests is not satisfied on the(K)related Determination Date (except in the case of the Interest Coverage Test, onor after the Determination Date immediately preceding the third Payment Date),to make payments in accordance with the Note Payment Sequence to the extentnecessary to cause each Class D Coverage Test (to the extent required to besatisfied on such Payment Date) to be met as of the related Determination Date on

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a pro forma basis after giving effect to any payments made through this clause(K);

to the payment of any Deferred Interest on the Class D Notes;(L)

to the payment of accrued and unpaid interest (other than any(M)Deferred Interest) on the Class E Notes;

if either of the Class E Coverage Tests is not satisfied on the(N)related Determination Date (except in the case of the Interest Coverage Test, onor after the Determination Date immediately preceding the third Payment Date),to make payments in accordance with the Note Payment Sequence to the extentnecessary to cause each Class E Coverage Test (to the extent required to besatisfied on such Payment Date) to be met as of the related Determination Date ona pro forma basis after giving effect to any payments made through this clause(N);

to the payment of any Deferred Interest on the Class E Notes;(O)

to the payment of accrued and unpaid interest (other than any (P)Deferred Interest) on the Class F-R Notes;

to the payment of any Deferred Interest on the Class F-R Notes;(Q)

(P) (1) if, with respect to any Payment Date prior to the end of the(R)Ramp-Up Period, S&P has not yet confirmed its initial rating of each applicableClass of Secured Notes or the Effective Date Condition has not yet been satisfied,all remaining amounts to be deposited in the Collection Account to be treated asInterest Proceeds for distribution on the next Payment Date and (2) if, withrespect to any Payment Date following the end of the Ramp-Up Period, either (x)a Moody's Ramp-Up Failure or (y) an S&P Rating Failure has occurred and iscontinuing, to the payment of the Rating Confirmation Redemption Amount(without duplication of any payments received by any Class of Secured Notespursuant to the preceding clauses of this Section 11.1(a)(i)) in accordance withthe Note Payment Sequence on such Payment Date in an amount sufficient toobtain confirmation of the initial ratings assigned by S&P on the Closing Date toeach applicable Class of the Secured Notes and to satisfy the Moody's RatingCondition with respect to each Class of Secured Notes;

(Q) during the Reinvestment Period, if the Interest Diversion Test(S)is not satisfied on the related Determination Date, an amount equal to the lesser of(a) 50% of the remaining Interest Proceeds after application of Interest Proceedspursuant to clauses (A) through (P) above and (b) the amount necessary to causethe Interest Diversion Test to be satisfied as of such Determination Date on a proforma basis after giving effect to any payments made through this clause (Q) willbe deposited to the Collection Account as Principal Proceeds;

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(R) to the payment of (1) the accrued and unpaid Subordinated(T)Management Fee to the Collateral Manager, except to the extent that theCollateral Manager elects to treat such current Subordinated Management Fee asDeferred Subordinated Management Fees, (2) any accrued and unpaid DeferredSubordinated Management Fee which the Collateral Manager elects to have paidon such Payment Date and (3) any accrued and unpaid Deferred SeniorManagement Fee, and any accrued and unpaid Senior Management Fee Interestthereon, which, in each case, the Collateral Manager elects to have paid on suchPayment Date and not otherwise paid pursuant to clause (B) above;

(S) to the payment of (1) first, any Administrative Expenses not(U)paid pursuant to clause (A)(3) above due to the limitations contained therein (inthe priority stated in clause (A)(3) above), and (2) second, pro rata based onamounts due, any amounts due to any Hedge Counterparty under any HedgeAgreement and not otherwise paid pursuant to clause (C) above;

(T) (1) first, to pay to each Contributor, pro rata, based on the(V)aggregate amount of unpaid Contribution Repayment Amounts owing on suchPayment Date, the aggregate amount of such Contribution Repayment Amountsowing to each such Contributor until all such amounts have been repaid in fulland, (2) second, to the Holders of the Subordinated Notes until the SubordinatedNotes have realized a Subordinated Notes Internal Rate of Return of 12%;

(U) to the Collateral Manager to pay the Collateral Manager(W)Incentive Fee Amount in an amount equal to 20% of all Interest Proceedsremaining after application pursuant to clauses (A) through (TV) above on suchPayment Date; and

(V) any remaining Interest Proceeds shall be paid to the Holders of(X)the Subordinated Notes.

On each Payment Date (other than a Post-Acceleration Payment Date, the(iii)Stated Maturity and a Redemption Date in connection with the redemption in full of allClasses of Secured Notes, but including a Payment Date that is a Redemption Date inconnection with a Partial Redemption by Refinancing of one or more Classes of SecuredNotes), Principal Proceeds (except for any Principal Proceeds that will be used to settlebinding commitments entered into prior to the related Determination Date to invest inCollateral Obligations during the next Collection Period) on deposit in the CollectionAccount that are received on or before the related Determination Date and that aretransferred to the Payment Account shall be applied in the following order of priority:

to pay the amounts referred to in clauses (A) through (E) of(A)Section 11.1(a)(i) above but (a) only to the extent not paid in full thereunder, and(b) subject to any applicable cap set forth therein;

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to pay the amounts referred to in clause (F) of Section 11.1(a)(i)(B)above, in the same manner and order of priority stated therein, but only to theextent not paid in full thereunder and to the extent necessary to cause the ClassA/B Coverage Tests that are applicable on such Payment Date to be met as of therelated Determination Date on a pro forma basis after giving effect to anypayments made through this clause (B);

to pay the amounts referred to in clause (H) of Section 11.1(a)(i)(C)above, but only to the extent not paid in full thereunder and to the extentnecessary to cause the Class C Coverage Tests that are applicable on suchPayment Date to be met as of the related Determination Date on a pro forma basisafter giving effect to any payments made through this clause (C);

to pay the amounts referred to in clause (K) of Section 11.1(a)(i)(D)above, but only to the extent not paid in full thereunder and to the extentnecessary to cause the Class D Coverage Tests that are applicable on suchPayment Date to be met as of the related Determination Date on a pro forma basisafter giving effect to any payments made through this clause (D);

to pay the amounts referred to in clause (N) of Section 11.1(a)(i)(E)above, but only to the extent not paid in full thereunder and to the extentnecessary to cause the Class E Coverage Tests on such Payment Date to be met asof the related Determination Date on a pro forma basis after giving effect to anypayments made through this clause (E);

if the Class C Notes are or would become the Controlling Class on(F)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class C Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (G) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if the Class C Notes are or would become the Controlling Class on(G)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class C Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (I) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if the Class D Notes are or would become the Controlling Class on(H)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class D Notes will be paid in full on such Payment Date

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(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (J) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if the Class D Notes are or would become the Controlling Class on(I)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class D Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (L) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if the Class E Notes are or would become the Controlling Class on(J)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class E Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (M) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if the Class E Notes are or would become the Controlling Class on(K)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class E Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (O) ofSection 11.1(a)(i) above to the extent not paid in full thereunder, only to theextent that such payment would not cause a Coverage Test failure on a pro formabasis;

if the Class F-R Notes are or would become the Controlling Class (L)on such Payment Date or if all principal of and interest on all Priority Classes with respect to the Class F-R Notes will be paid in full on such Payment Date (determined after application of the Priority of Payments on a pro forma basis as of the related Determination Date), to pay the amounts referred to in clause (P) of Section 11.1(a)(i) above to the extent not paid in full thereunder, only to the extent that such payment would not cause a Coverage Test failure on a pro forma basis;

if the Class F-R Notes are or would become the Controlling Class (M)on such Payment Date or if all principal of and interest on all Priority Classes with respect to the Class F-R Notes will be paid in full on such Payment Date (determined after application of the Priority of Payments on a pro forma basis as of the related Determination Date), to pay the amounts referred to in clause (Q) of

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Section 11.1(a)(i) above to the extent not paid in full thereunder, only to the extent that such payment would not cause a Coverage Test failure on a pro forma basis;

(L) if such Payment Date is a Special Redemption Date or a Rating(N)Confirmation Redemption Date, to the payment of the Special RedemptionAmount or the Rating Confirmation Redemption Amount, as the case may be(without duplication of any payments received by any Class of Secured Notespursuant to Section 11.1(a)(i) above or under the preceding clauses of this Section11.1(a)(ii)), in each case in accordance with the Note Payment Sequence;

(M) (1) during the Reinvestment Period, to the Collection Account(O)as Principal Proceeds to invest in Eligible Investments and/or to the purchase ofadditional Collateral Obligations in accordance with the Investment Criteria, or(2) at the sole discretion of the Collateral Manager, after the Reinvestment Period,so long as no Event of Default has occurred and is continuing, Principal Proceedsreceived with respect to Credit Risk Obligations and Unscheduled PrincipalPayments to the Collection Account as Principal Proceeds to invest in EligibleInvestments and/or to the purchase of additional Collateral Obligations inaccordance with the Post-Reinvestment Period Criteria;

(N) after the Reinvestment Period, to make payments in(P)accordance with the Note Payment Sequence after taking into account paymentsmade pursuant to Section 11.1(a)(i) above and the preceding clauses of thisSection 11.1(a)(ii);

(O) after the Reinvestment Period, to the payment to the Collateral(Q)Manager of the amounts referred to in clause (RT) of Section 11.1(a)(i) above, tothe extent not paid in full thereunder;

(P) after the Reinvestment Period, to the payment of the(R)Administrative Expenses of the Co-Issuers, in the order of priority set forth inclause (A) of Section 11.1(a)(i) above (without regard to the AdministrativeExpense Cap), but only to the extent not previously paid in full under clauses (A)and (SU) of Section 11.1(a)(i) above and under clause (A) of this Section11.1(a)(ii);

(Q) after the Reinvestment Period, to the payment on a pro rata(S)basis based on amounts due, of any amounts due to any Hedge Counterpartyunder any Hedge Agreement not previously paid in full under Section 11.1(a)(i)above and under the preceding clauses of this Section 11.1(a)(ii);

(R) (1) first, to pay to each Contributor, pro rata, based on the(T)aggregate amount of unpaid Contribution Repayment Amounts owing on suchPayment Date, the aggregate amount of such Contribution Repayment Amountsowing to each such Contributor until all such amounts have been repaid in fulland, (2) second, after the Reinvestment Period (or, if earlier, after the Secured

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Notes have been paid in full), to the Holders of the Subordinated Notes until theSubordinated Notes have realized a Subordinated Notes Internal Rate of Return of12%;

(S) to the Collateral Manager to pay the Collateral Manager(U)Incentive Fee Amount in an amount equal to 20% of all Principal Proceedsremaining after application pursuant to clauses (A) through (RT) above on suchPayment Date; and

(T) any remaining Principal Proceeds shall be paid to the Holders(V)of the Subordinated Notes.

On each Post-Acceleration Payment Date, Redemption Date (other than a(iv)Redemption Date in connection with a Partial Redemption by Refinancing) or on theStated Maturity, all Interest Proceeds on deposit in the Collection Account, to the extentreceived on or before the related Determination Date (or if such Determination Date isnot a Business Day, the next succeeding Business Day) and that are transferred into thePayment Account, and, in the case of any Hedge Agreements, payments received on orbefore such Payment Date or Redemption Date, and all Principal Proceeds on deposit inthe Collection Account that are received on or before the related Determination Date andthat are transferred to the Payment Account shall be applied, except for any PrincipalProceeds that shall be used to settle binding commitments (entered into prior to theDetermination Date) for the purchase of Collateral Obligations, in the following order ofpriority:

to pay all amounts under clauses (A) through (C)(1) of Section(A)11.1(a)(i) in the priority stated therein; provided that, if the Trustee has begunliquidating the Assets in accordance with Section 5.5, such payments may bemade without regard to the Administrative Expense Cap;

to the payment of any amounts due to a Hedge Counterparty under(B)any Hedge Agreement pursuant to an early termination (or partial termination) ofsuch Hedge Agreement as a result of a Priority Hedge Termination Event;

(C) to the payment of accrued and unpaid interest (including any defaulted interest) on the Class A Notes;

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

(E) to the payment of accrued and unpaid interest (including any defaulted interest) on the Class B-1 Notes and the Class B-2 Notes, pro rata, allocated in proportion to the amount of accrued and unpaid interest on each such Class;

(F) to the payment of principal of the Class B-1 Notes and the Class B-2 Notes, pro rata¸ based on their respective Aggregate Outstanding Amounts, until such amounts have been paid in full;

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(G) to the payment of, first,first, to the payment of accrued and (C)unpaid interest (including any defaulted interest) on the Class A-1-R Notes and, second, to the payment of accrued and unpaid interest (including any defaulted interest) on the Class A-2-R Notes;

first, to the payment of principal of the Class A-1-R Notes, until (D)such amounts have been paid in full and, second, to the payment of principal of the Class A-2-R Notes, until such amounts have been paid in full;

to the payment of accrued and unpaid interest (including any (E)defaulted interest) on the Class B-R Notes;

to the payment of principal of the Class B-R Notes, until such (F)amounts have been paid in full;

to the payment of accrued and unpaid interest and then any(G)Deferred Interest on the Class C Notes, until such amounts have been paid in full;

to the payment of principal of the Class C Notes, until such(H)amounts have been paid in full;

to the payment of, first, accrued and unpaid interest and then any(I)Deferred Interest on the Class D Notes, until such amounts have been paid in full;

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

to the payment of, first, accrued and unpaid interest and then any(K)Deferred Interest on the Class E Notes, until such amounts have been paid in full;

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

to the payment of accrued and unpaid interest and then any (M)Deferred Interest on the Class F-R Notes, until such amounts have been paid in full;

to the payment of principal of the Class F-R Notes, until such (N)amounts have been paid in full;

(M) to the payment of (1) the accrued and unpaid Subordinated(O)Management Fee to the Collateral Manager, except to the extent that theCollateral Manager elects to treat such current Subordinated Management Fee asDeferred Subordinated Management Fees, (2) any accrued and unpaid DeferredSubordinated Management Fee and (3) any accrued and unpaid Deferred SeniorManagement Fee together with all accrued and unpaid Senior Management FeeInterest thereon not otherwise paid pursuant to clause (A) above;

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(N) to the payment of (1) first, any Administrative Expenses not(P)paid pursuant to clause (A) above due to the Administrative Expense Cap (in thepriority stated therein) and (2) second, pro rata based on amounts due, anyamounts due to any Hedge Counterparty under any Hedge Agreement pursuant toan early termination (or partial termination) of such Hedge Agreement nototherwise paid pursuant to clause (B) above;

(O) (1) first, to pay to each Contributor, pro rata, based on the(Q)aggregate amount of unpaid Contribution Repayment Amounts owing on suchPayment Date, the aggregate amount of such Contribution Repayment Amountsowing to each such Contributor until all such amounts have been repaid in fulland, (2) second, to the Holders of the Subordinated Notes until the SubordinatedNotes have realized a Subordinated Notes Internal Rate of Return of 12%;

(P) to the Collateral Manager to pay the Collateral Manager(R)Incentive Fee Amount in an amount equal to 20% of all Interest Proceeds andPrincipal Proceeds remaining after application pursuant to clauses (A) through(OQ) above on such Payment Date; and

(Q) any remaining Interest Proceeds and Principal Proceeds to the(S)Holders of the Subordinated Notes.

On the Stated Maturity of the Notes, and after payment of all amounts(a)specified in Section 11.1(a)(iii), the Trustee shall pay the net proceeds from the liquidation of theAssets and all available Cash, after the payment of (or establishment of a reserve for) anyremaining fees, expenses, including the Trustee's fees, indemnitees and other AdministrativeExpenses, and interest and principal on the Secured Notes, to the Holders of the SubordinatedNotes in final payment of such Subordinated Notes.

If on any Payment Date the amount available in the Payment Account is(b)insufficient to make the full amount of the disbursements required by the Distribution Report, theTrustee shall make the disbursements called for in the order and according to the priority setforth under Section 11.1(a) above to the extent funds are available therefor.

In connection with the application of funds to pay Administrative(c)Expenses of the Issuer or the Co-Issuer, as the case may be, in accordance with Sections11.1(a)(i), (ii) and (iii), the Trustee shall remit such funds, to the extent available, as directed anddesignated in an Issuer Order (which may be in the form of standing instructions) delivered tothe Trustee no later than the Business Day prior to each Payment Date.

In the event that the Hedge Counterparty defaults in the payment of its(d)obligations to the Issuer under any Hedge Agreement on the date on which any payment is duethereunder, the Trustee shall make a demand on such Hedge Counterparty, or any guarantor, ifapplicable, demanding payment by 12:30 p.m., New York time, on such date. The Trustee shallgive notice as soon as reasonably practicable to the Holders of Notes, the Collateral Manager andeach Rating Agency if such Hedge Counterparty continues to fail to perform its obligations for

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two Business Days following a demand made by the Trustee on such Hedge Counterparty, andshall take such action with respect to such continuing failure as may be directed to be takenpursuant to Section 5.13.

The Collateral Manager may waive or defer all or a portion of the Senior(e)Management Fee, the Subordinated Management Fee and/or the Collateral Manager IncentiveFee Amount on any Payment Date by providing notice to the Trustee and the Issuer of suchelection on or before the Determination Date preceding such Payment Date. On any PaymentDate following a Payment Date on which the Collateral Manager has elected to defer all or aportion of the Senior Management Fee or the Subordinated Management Fee, the CollateralManager may elect to receive all or a portion of the applicable Deferred Management Fee thathas otherwise not been paid to the Collateral Manager by providing notice to the Issuer and theTrustee of such election on or before the related Determination Date, which notice shall specifythe amount of such Deferred Management Fee that the Collateral Manager elects to receive onsuch Payment Date subject to the Priority of Payments. Senior Management Fee Interest shallaccrue with respect to any accrued and unpaid Senior Management Fee and any Deferred SeniorManagement Fee.

At any time during or after the Reinvestment Period, any Holder of(f)Subordinated Notes (including the Income Note Issuer) (each such person, a "Contributor") may,subject to the written consent of a Majority of the Subordinated Notes, provide a ContributionNotice to the Issuer (with a copy to the Collateral Manager) and the Trustee and make asubsequent contribution of Cash to the Issuer (each, a "Contribution"); provided that the amount of such Contribution, together with any other Contribution made since the Closing Date, does not exceed $15,000,000 in the aggregate. Except for a Cure Contribution, the CollateralManager, on behalf of the Issuer, may accept or reject any Contribution in its sole discretion andshall notify the Trustee in writing of any such acceptance (as long as a Majority of theSubordinated Notes has consented thereto). With respect to a Cure Contribution, the Trustee (aslong as a Majority of the Subordinated Notes has consented thereto) shall accept such CureContribution on behalf of the Issuer and none of the Issuer, the Collateral Manager or any otherPerson shall have any right to reject such Cure Contribution. Each accepted Contribution shallbe received into the Contribution Account and applied by the Collateral Manager on behalf ofthe Issuer to a Permitted Use as directed by the Contributor at the time such Contribution ismade. Contributions shall be repaid to the Contributor beginning on the next succeedingPayment Date (and shall continue to be paid on each subsequent Payment Date, to the extentfunds are available, until such amounts have been paid in full) in accordance with the Priority ofPayments together with a specified rate of return, as such rate of return may be agreed tobetween such Contributor and a Majority of the Subordinated Notes and notified in writing to theTrustee (such applicable amount inclusive of the related Contribution, the "Contribution Repayment Amount"); provided that, solely in the case of a Cure Contribution, in no event shallsuch rate of return exceed the greater of (i) 25% and (ii) 100% minus the price of the S&P/LSTAUS Leveraged Loan 100 Index as of the date of delivery of the related Contribution Notice. TheTrustee shall, within one Business Day of receipt of notice of any Contribution (it beingunderstood, for the avoidance of doubt, that any notice of Contribution received by the Trusteeafter 2:00 p.m. New York City time on any Business Day shall be deemed to have been receivedon the following Business Day), and in the form attached as Exhibit H hereto, notify theremaining Holders of the Subordinated Notes of its receipt thereof, and shall extend to the other

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Holders of Subordinated Notes the opportunity to participate in the related Contribution inproportion to their then current ownership of Subordinated Notes. Any existing Holder ofSubordinated Notes that has not, within three Business Days after delivery of such notice of aContribution from the Trustee, elected to participate in such Contribution by delivering to theIssuer, Trustee and Collateral Manager a Contribution Participation Notice shall be deemed tohave irrevocably declined to participate in such Contribution.

ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONALCOLLATERAL OBLIGATIONS

Sales of Collateral Obligations. Subject to the satisfaction of theSection 12.1conditions specified in Section 12.3 and provided that no Event of Default has occurred and iscontinuing (except for sales pursuant to Sections 12.1(a), (c), (d), (g) or (h), unless liquidation ofthe Assets has begun or, so long as an Event of Default has occurred and is continuing, theTrustee has exercised any remedies of a Secured Party pursuant to Section 5.4(a)(iv) at thedirection of the Controlling Class), the Collateral Manager on behalf of the Issuer may in writingdirect the Trustee to sell and the Trustee (on behalf of the Issuer) shall sell in the mannerdirected by the Collateral Manager any Collateral Obligation or Equity Security (which, for these purposes, shall include any equity interest in an Issuer Subsidiary or any Issuer Subsidiary Asset) if, as certified by the Collateral Manager on behalf of the Issuer, such sale meets therequirements of any one of clauses (a) through (i) of this Section 12.1. For purposes of thisSection 12.1, the Sale Proceeds of a Collateral Obligation sold by the Issuer shall include anyPrincipal Financed Accrued Interest received in respect of such sale.

Credit Risk Obligations. The Collateral Manager may direct the Trustee(a)to sell any Credit Risk Obligation at any time during or after the Reinvestment Period withoutrestriction.

Credit Improved Obligations. The Collateral Manager may direct the(b)Trustee to sell any Credit Improved Obligation at any time during or after the ReinvestmentPeriod without restriction.

Defaulted Obligations. The Collateral Manager may direct the Trustee to(c)sell any Defaulted Obligation at any time during or after the Reinvestment Period withoutrestriction.

Equity Securities. The Collateral Manager may direct the Trustee to sell(d)any Equity Security at any time during or after the Reinvestment Period without restriction;provided, that the Collateral Manager in its sole discretion shall use commercially reasonableefforts to dispose of any Equity Security within three years of receipt of such Equity Security bythe Issuer. In addition, pursuant to the Collateral Management Agreement, the Issuer (and theCollateral Manager on behalf of the Issuer) is prohibited from acquiring (through conversion orotherwise) or holding certain Equity Securities (and other assets) that couldwould cause theIssuer to be treated as engaged in a trade or business for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basisviolate the Tax Guidelines.

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As a result of such prohibition, the Collateral Manager (on behalf of the Issuer) may be requiredto dispose of certain Defaulted Obligations prior to the conversion of such Defaulted Obligationsinto Equity Securities.

Optional Redemption or Redemption Following a Tax Event. After the(e)Issuer has notified the Trustee of an Optional Redemption of the Secured Notes in whole (unlesssuch Optional Redemption is funded solely with the proceeds of a Refinancing) or an OptionalRedemption of the Subordinated Notes following a Redemption by Liquidation or a redemptionof the Secured Notes in connection with a Tax Event or a Clean-Up Call Redemption inaccordance with Section 9.4 or Section 9.10, as the case may be, the Collateral Manager shalldirect the Trustee to sell (which sale may be through participation or other arrangement) all or aportion of the Pledged Obligations and terminate all or a portion of the Hedge Agreementswithout regard to the limitations described in this Section 12.1 if the requirements of Article 9(including the certification requirements of Section 9.2(c)) are satisfied. If any such sale is madethrough participation, the Issuer shall use reasonable efforts to cause such participations to beconverted to assignments within six months of the sale.

Discretionary Sales. The Collateral Manager may direct the Trustee to(f)sell any Collateral Obligation (other than a Credit Risk Obligation, Credit Improved Obligation,Defaulted Obligation or Equity Security) at any time other than a Restricted Trading Period;provided that, with respect to any such sale occurring after the Ramp-Up Period, after givingeffect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold pursuant tothis Section 12.1(f) during the preceding period of 12 calendar months (or, for the first 12calendar months after the Ramp-Up Period, during the period commencing on the first dayfollowing the Ramp-Up Period) may not exceed 25% of the Collateral Principal Amount as ofthe beginning of such period.

Mandatory Sales. The Collateral Manager in its sole discretion shall use(g)commercially reasonable efforts to sell each Equity Security, Collateral Obligation and any othersecurity held by the Issuer that constitutes Margin Stock not later than 45 days after the later of(x) the date of the Issuer's acquisition thereof and (y) the date such Equity Security, CollateralObligation or other security held by the Issuer became Margin Stock.

End of Life Sales. Notwithstanding any other restriction in this Section(h)12.1, if the Aggregate Principal Balance of the Collateral Obligations is less than $10 million,the Collateral Manager may direct the Trustee, at the expense of the Issuer, to sell (and theTrustee or the Collateral Manager on its behalf shall sell in the manner specified) the CollateralObligations without regard to such restrictions. Notwithstanding anything to the contrary,following any such sale of all remaining Collateral Obligations, the Issuer (upon direction of theCollateral Manager) may, upon reasonable notification to the Holders and the Trustee, distributethe proceeds of such sales on any Business Day designated by the Issuer (or the CollateralManager on its behalf) in such notification in accordance with the priorities set forth underSection 11.1(a)(i) and 11.1(a)(ii) to redeem the Notes.

Transfer to Issuer Subsidiary. Notwithstanding anything contained herein(i)to the contrary, pursuant to Section 7.16 hereof, the Issuer may cause any Issuer Subsidiary Asset or the Issuer's interest thereinasset, security or Collateral Obligation described in Section

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7.16(e) to be transferred to an Issuer Subsidiary in exchange for an interest in such IssuerSubsidiary.

Stated Maturity Liquidation. Notwithstanding any other restriction in this(j)Section 12.1, the Collateral Manager shall no later than the Determination Date immediatelypreceding the Stated Maturity, on behalf of the Issuer, make commercially reasonable efforts toarrange for and direct the Trustee to sell for settlement in immediately available funds no laterthan two Business Days before the Stated Maturity any Pledged Obligations scheduled to matureafter the Stated Maturity of the Notes and cause the liquidation of all assets held at each IssuerSubsidiary and distribution of any proceeds thereof to the Issuer.

Purchase of Additional Collateral Obligations. So long as noSection 12.2Event of Default has occurred and is continuing and subject to Section 12.2(b), the CollateralManager, on behalf of the Issuer, may, but shall not be required to, direct the Trustee to investPrincipal Proceeds (and accrued interest received with respect to any Collateral Obligation to theextent used to pay for accrued interest on additional Collateral Obligations) in additionalCollateral Obligations, and the Trustee shall invest such proceeds, if, as certified by theCollateral Manager, each of the conditions specified in this Section 12.2 and Section 12.3 is met.

Investment Criteria. No Collateral Obligation may be purchased by the(a)Issuer during the Reinvestment Period unless each of the following conditions are satisfied as ofthe date the Collateral Manager commits on behalf of the Issuer to make such purchase or on thedate of such purchase, in each case after giving effect to such purchase and all other sales orpurchases previously or simultaneously committed to but which have not settled; provided thatthe conditions specified in clauses (ii), (iii) and (iv) below need only be satisfied with respect topurchases of Collateral Obligations occurring on or after the last day of the Ramp-Up Period (the"Investment Criteria"):

such obligation is a Collateral Obligation;(i)

(A) each Coverage Test (in the case of the Interest Coverage Tests, as of(ii)any date of determination on or after the Determination Date immediately preceding thethird Payment Date) will be satisfied, or if not satisfied, such Coverage Test will bemaintained or improved and (B) prior to the satisfaction of the Controlling ClassCondition, if any Coverage Test is not satisfied (in the case of the Interest CoverageTests, as of any date of determination on or after the Determination Date immediatelypreceding the second Payment Date following the last day of the Ramp-Up Period), thePrincipal Proceeds received in respect of any Defaulted Obligation or the proceeds of anysale of a Defaulted Obligation will not be reinvested in additional Collateral Obligations;

(A) in the case of an additional Collateral Obligation purchased with the(iii)proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an EquitySecurity, after giving effect to such purchase either (1) the Aggregate Principal Balanceof all additional Collateral Obligations purchased with the proceeds from such sale will atleast equal the Sale Proceeds from such sale, (2) the Aggregate Principal Balance of theCollateral Obligations will be maintained or increased, or (3) the Aggregate PrincipalBalance of the Pledged Obligations (excluding Collateral Obligations being sold but

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including, without duplication the Collateral Obligations being purchased and theanticipated cash proceeds, if any, of such sale that are not applied to the purchase of suchadditional Collateral Obligations) will be greater than the Reinvestment Target ParBalance and (B) in the case of any other purchase of additional Collateral Obligations with the proceeds of any other sale, after giving effect to such purchase either (1) theAggregate Principal Balance of the Collateral Obligations will be maintained orincreased, or (2) the Aggregate Principal Balance of the Pledged Obligations (excludingCollateral Obligations being sold but including, without duplication the CollateralObligations being purchased and the anticipated cash proceeds, if any, of such sale thatare not applied to the purchase of such additional Collateral Obligations) will be greaterthan the Reinvestment Target Par Balance; and

either (A) each requirement of the Concentration Limitations and, after the(iv)end of the Ramp-Up Period, each Collateral Quality Test (except, in the case of anadditional Collateral Obligation purchased with the proceeds from the sale of a CreditRisk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO MonitorTest) will be satisfied or (B) if any such requirement or Collateral Quality Test will notbe satisfied, the level of compliance with such requirement or test (measured immediatelyprior to such reinvestment) will be maintained or improved after giving effect to thereinvestment;

Investment after the Reinvestment Period. After the Reinvestment Period,(b)Principal Proceeds received with respect to Credit Risk Obligations and Unscheduled PrincipalPayments may be reinvested in accordance with the requirements of this Indenture. After theReinvestment Period, provided that no Event of Default has occurred and is continuing, theCollateral Manager may, but will not be required to, invest any Eligible Post-ReinvestmentProceeds in additional Collateral Obligations within the longer of (i) 30 Business Days of theIssuer's receipt thereof and (ii) the last day of the related Collection Period; provided, that theCollateral Manager may not reinvest such Eligible Post-Reinvestment Proceeds unless theCollateral Manager reasonably believes that after giving effect to any such reinvestment:

each Collateral Quality Test (other than the S&P CDO Monitor Test)of (i)the Minimum Fixed Coupon Test, the Minimum Floating Spread Test, the Moody's Minimum Weighted Average Recovery Rate Test and the S&P Minimum Weighted Average Recovery Rate Test will each be satisfied, or, except with respect to the Maximum Moody's Rating Factor Test prior to the satisfaction of the Controlling Class Condition, if not satisfied, the Issuer's level of compliance with each such test will bemaintained or improved as compared to such failing test level prior to the sale of therelated Credit Risk Obligation or the receipt of the Unscheduled Principal Payment;

the Coverage Tests will be satisfied;(ii)

each requirement of the Concentration Limitations will be satisfied or, if(iii)any such requirement was not satisfied immediately prior to such reinvestment, the levelof compliance with such requirement will be maintained or improved as compared tosuch failing test level prior to the sale of the related Collateral Obligation or the receipt ofthe Unscheduled Principal Payment after giving effect to the reinvestment;

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the Restricted Trading Period is not in effect;(iv)

each additional Collateral Obligation(s) purchased will have (1) the same(v)or higher S&P Rating as the Collateral Obligations which generated the EligiblePost-Reinvestment Proceeds, (2) the same or earlier maturity and (3) the same or higherMoody's Rating as the Collateral Obligations which generated the EligiblePost-Reinvestment Proceeds;

solely with respect to the reinvestment of the proceeds from the sale of(vi)Credit Risk Obligations, either (1) the Aggregate Principal Balance of all additionalCollateral Obligations purchased with the proceeds from the sale of such Credit RiskObligations will at least equal the related Sale Proceeds or (2) the Reinvestment Balance Criteria will be satisfied;

prior to the satisfaction of the Controlling Class Condition, the Maximum (vii)Moody's Rating Factor Test will be satisfied and each of the Moody's Diversity Test and the Weighted Average Life Test will be satisfied, or if not satisfied, the Issuer's level of compliance with the Weighted Average Life Test will be maintained or improved as compared to such failing test level prior to the sale of the related Credit Risk Obligation or the receipt of the Unscheduled Principal Payment; and

(vii) solely with respect to the reinvestment of Unscheduled Principal(viii)Payments, the Aggregate Principal Balance of the Collateral Obligations will be maintained or increased (by comparison to the Aggregate Principal Balance of the Collateral Obligations immediately prior to such payment) (such conditions, the "Post-Reinvestment PeriodReinvestment Balance Criteria") will be satisfied.

The "Reinvestment Balance Criteria" will be satisfied if, excluding Collateral Obligations being sold but including, without duplication, the Collateral Obligations being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligations, either (1) the Adjusted Collateral Principal Amount is maintained or increased, (2) the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments constituting Principal Proceeds is greater than or equal to the Reinvestment Target Par Balance or (3) the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments constituting Principal Proceeds is maintained or increased.

Purchase Following Sale of Credit Improved Obligations and (d)Discretionary Sales. Following the sale of any Credit Improved Obligation or any discretionarysale of a Collateral Obligation during the Reinvestment Period, the Collateral Manager will useits reasonable efforts to commit to purchase additional Collateral Obligations using the expectedSale Proceeds thereof within the later of (a) 30 Business Days after such sale and (b) the last dayof the Interest Accrual Period immediately following the Interest Accrual Period in which suchsale occurs.

Investment in Eligible Investments. Cash on deposit in any Account may(e)be invested at any time in Eligible Investments in accordance with Article 10.

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Post-Reinvestment Period Settlement Obligations. The Issuer shall be(f)prohibited from purchasing a Collateral Obligation during the Reinvestment Period if suchpurchase is not scheduled to settle prior to the end of the Reinvestment Period (such CollateralObligation, the "Post-Reinvestment Period Settlement Obligation"); provided, however, that,notwithstanding the foregoing, the Issuer may, prior to the end of the Reinvestment Period,commit to purchase such Post-Reinvestment Period Settlement Obligations and, after the end ofthe Reinvestment Period, settle the purchase of such Post-Reinvestment Period SettlementObligations, if (i) in the reasonable determination of the Collateral Manager, the purchase ofeach Post-Reinvestment Period Settlement Obligation is expected to settle no later than 30Business Days after the date that the Issuer commits to purchase it, and (ii) the sum of (A) theamount of funds in the Principal Collection Account as of the date that the Issuer commits to thepurchase of each Post-Reinvestment Period Settlement Obligation plus (B) the expectedaggregate sale proceeds from all Collateral Obligations with respect to which the Issuer haspreviously entered into written trade tickets or other written binding commitments to sell, whichsales are also not expected to settle prior to the end of the Reinvestment Period but, in thereasonable determination of the Collateral Manager, are expected to settle no later than 30Business Days after the date that the Issuer commits to such purchases, is equal to or greater thanthe principal amount of all Post-Reinvestment Period Settlement Obligations intended to be sopurchased (the "Reinvestment Period Settlement Condition"). If the Issuer has entered into awritten trade ticket or other binding commitment to purchase a Post-Reinvestment PeriodSettlement Obligation and the Reinvestment Period Settlement Condition is satisfied, suchPost-Reinvestment Period Settlement Obligation shall be treated as having been purchased bythe Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria,and Principal Proceeds received after the end of the Reinvestment Period may be applied to thepayment of the purchase price of such Post-Reinvestment Period Settlement Obligation; provided, however, that if such purchase has not settled within 90 days of the end of the Reinvestment Period, the principal balance of such Post-Reinvestment Period Settlement Obligation as used in the calculation of the Adjusted Collateral Principal Amount shall be zero.

For purposes of calculating compliance with the Investment Criteria(g)during, and the Post-Reinvestment Period Criteria after, the Reinvestment Period, each proposedinvestment will be calculated on a pro forma basis after giving effect to all written trade ticketsor other binding commitments to purchase or sell Collateral Obligations; provided, except asidentified in the proviso below, that, such requirements need not be satisfied with respect to onesingle reinvestment if they are satisfied on an aggregate basis for a series of reinvestmentsoccurring within a 10 Business Day period (which time period may not include a DeterminationDate) so long as (i) the Collateral Manager identifies to the Trustee the sales and purchases (the"Identified Reinvestments") subject to this proviso; (ii) only one series of IdentifiedReinvestments is identified on any day and only one such 10 Business Day period may berunning at any one time; (iii) the Aggregate Principal Balance of such identified purchases doesnot exceed 5.0% of the Aggregate Ramp-Up Par Amount of the Collateral Obligations; (iv) theCollateral Manager reasonably believes that the Investment Criteria or Post-Reinvestment PeriodCriteria, as applicable, will be satisfied on an aggregate basis for such Identified Reinvestments(provided that, for the avoidance of doubt, no such calculation or evaluation may be made usingthe weighted average price of any group of Collateral Obligations) and (v) if the InvestmentCriteria or Post-Reinvestment Period Criteria, as applicable, are not satisfied with respect to any

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such Identified Reinvestment, notice will be provided to each Rating Agency and the S&PRating Condition will be satisfied for each subsequent reliance on this proviso until a subsequentuse of this proviso (for which the S&P Rating Condition was satisfied) is successfullycompleted.

Conditions Applicable to All Sale and Purchase Transactions.Section 12.3(a) Any transaction effected under this Article 12 shall be conducted on an arm's length basisand in compliance with the Tax Guidelines and, if effected with a Person Affiliated with theCollateral Manager, shall be effected in accordance with the requirements of Section 5 of theCollateral Management Agreement on terms no less favorable to the Issuer than would be thecase if such Person were not so Affiliated, provided, that the Trustee shall have no responsibilityto oversee compliance with this clause (a) by the other parties.

Upon any acquisition of a Collateral Obligation pursuant to this Article (b)12, all of the Issuer's right, title and interest to the Pledged Obligation or Pledged Obligationsshall be Granted to the Trustee pursuant to this Indenture, and such Pledged Obligations shall beDelivered to the Trustee.

Notwithstanding anything contained in this Article 12 to the contrary(c)(other than certain tax-related requirements), the Issuer shall have the right to effect any sale ofany Pledged Obligation or purchase of any Collateral Obligation (x) that has been separatelyconsented to by Holders evidencing at least 75% of the Aggregate Outstanding Amount of theControlling Class and (y) of which the Trustee and each Rating Agency has been notified.

Consent to Extension of Maturity. During and after theSection 12.4Reinvestment Period, the Issuer (or the Collateral Manager on the Issuer's behalf) may vote infavor of an amendment, waiver or other modification to any Collateral Obligation that wouldextend the maturity thereof (a "Maturity Amendment") only if, as determined by the CollateralManager and certified to the Trustee in writing after giving effect to such Maturity Amendment,(a) the Weighted Average Life Test will be satisfied, or if not satisfied, will be maintained orimproved after giving effect to such Maturity Amendment and (b) the stated maturity of theCollateral Obligation that is the subject of such Maturity Amendment is not later than the StatedMaturity of the Secured Notes; provided that clause (a) above shall not apply if the Issuer (or theCollateral Manager on the Issuer's behalf) either (i) did not consent to such Maturity Amendmentor (ii) provided its consent in connection with the workout or restructuring of such CollateralObligation as a result of the financial distress, or an actual or imminent bankruptcy orinsolvency, of the related obligor; provided further that the aggregate outstanding principalbalance of all Collateral Obligations that have been subject to Maturity Amendments and are notrequired to comply with clause (a) above as a result of clause (ii) above at any time from theClosing Date to such date shall not exceed 10.0% of the Aggregate Ramp-Up Par Amount.

ARTICLE XIII

HOLDERS' RELATIONS

Subordination. (a) Anything in this Indenture or the Notes to theSection 13.1contrary notwithstanding, the Holders of each Class of Notes that constitute a Junior Class agree

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for the benefit of the Holders of the Notes of each Priority Class with respect to such JuniorClass that such Junior Class shall be subordinate and junior to the Notes of each such PriorityClass to the extent and in the manner set forth in Article 11 of this Indenture. On anyPost-Acceleration Payment Date or on the Stated Maturity, all accrued and unpaid interest onand outstanding principal of each Priority Class shall be paid pursuant to Section 11.1(a)(iii) infull in Cash or, to the extent 100% of the Holders of such Class consents, other than in Cash,before any further payment or distribution is made on account of any Junior Class with respectthereto, to the extent and in the manner provided in Section 11.1(a)(iii).

On or after a Post-Acceleration Payment Date or on the Stated Maturity,(b)in the event that notwithstanding the provisions of this Indenture, any Holder of Notes of anyJunior Class shall have received any payment or distribution in respect of such Notes contrary tothe provisions of this Indenture, then, unless and until all accrued and unpaid interest on andoutstanding principal of each Priority Class with respect thereto shall have been paid in full inCash or, to the extent 100% of the Holders of such Class of Secured Notes consents, other thanin Cash in accordance with this Indenture, such payment or distribution shall be received andheld in trust for the benefit of, and shall forthwith be paid over and delivered to, the Trustee,which shall pay and deliver the same to the Holders of the applicable Priority Class(es) inaccordance with this Indenture; provided, however, that if any such payment or distribution ismade other than in Cash, it shall be held by the Trustee as part of the Assets and subject in allrespects to the provisions of this Indenture, including this Section 13.1.

Each Holder of Notes of any Junior Class agrees with all Holders of the(c)applicable Priority Classes that such Holder of Junior Class Notes shall not demand, accept, orreceive any payment or distribution in respect of such Notes in violation of the provisions of thisIndenture including, without limitation, this Section 13.1; provided, however, that after allaccrued and unpaid interest on and outstanding principal of a Priority Class has been paid in full,the Holders of the related Junior Class or Classes shall be fully subrogated to the rights of theHolders of such Priority Class. Nothing in this Section 13.1 shall affect the obligation of theIssuer to pay Holders of any Junior Class of Notes. The Holders of each Class of Notes agree,for the benefit of all Holders of each Class of Notes, not to cause the filing of a petition inbankruptcy against the Issuer, the Co-Issuer or any Issuer Subsidiary until the payment in full ofthe Notes and not before one year and a day, or if longer, the applicable preference period then ineffect plus one day, has elapsed since such payment. Notwithstanding any provision in thisIndenture relating to enforcement of rights or remedies, the Issuer, the Co-Issuer or any IssuerSubsidiary, as applicable, subject to the availability of funds as described in the immediatelyfollowing sentence, are required hereby to promptly object to the institution of any suchproceeding (including, without limiting the generality of the foregoing, to timely file an answerand any other appropriate pleading objecting to (i) the institution of any proceeding to have theIssuer, the Co-Issuer or such Issuer Subsidiary, as the case may be, adjudicated as bankrupt orinsolvent or (ii) the filing of any petition seeking relief, reorganization, arrangement, adjustmentor composition or in respect of the Issuer, the Co-Issuer or such Issuer Subsidiary, as the casemay be, under applicable bankruptcy law or any other applicable law). The reasonable fees,costs, charges and expenses incurred by the Issuer, the Co-Issuer or any Issuer Subsidiary(including reasonable attorney's fees and expenses) in connection with taking any such action,referred to as ("Petition Expenses"). The Petition Expenses incurred by the Issuer, the Co-Issuer

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or any Issuer Subsidiary in connection with taking any such action will be paid as AdministrativeExpenses, subject to the expense cap in the Priority of Payments.

The foregoing restrictions are a material inducement for each Holder andbeneficial owner of the Notes to acquire the Notes and for the Issuer, the Co-Issuer and theCollateral Manager to enter into this Indenture (in the case of the Issuer and the Co-Issuer) andthe other applicable Transaction Documents and are an essential term of this Indenture. AnyHolder or beneficial owner of Notes, any Issuer Subsidiary or either of the Co-Issuers may seekand obtain specific performance of such restrictions (including injunctive relief), including,without limitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium orliquidation proceedings, or other proceedings under Cayman Islands law, United States federalor state bankruptcy law or similar laws.

In the event one or more Holders or beneficial owners of Notes institutes(d)or joins in the institution of a proceeding described in Section 13.1(d) against the Issuer, theCo-Issuer, the Income Note Issuer or any Issuer Subsidiary in violation of the prohibitiondescribed therein, such Holder(s) or beneficial owner(s) will be deemed to acknowledge andagree that any claim that such Holder(s) or beneficial owner(s) have against the Issuer, theCo-Issuer, the Income Note Issuer, any Issuer Subsidiary or with respect to any Assets (includingany proceeds thereof) shall, notwithstanding anything to the contrary in the Priority of Payments,be fully subordinate in right of payment to the claims of each Holder and beneficial owner of anySecured Note that does not seek to cause any such filing, with such subordination being effectiveuntil each Secured Note held by each Holder or beneficial owners of any Secured Note that doesnot seek to cause any such filing is paid in full in accordance with the Priority of Payments (aftergiving effect to such subordination). The terms described in the immediately preceding sentenceare referred to herein as the "Bankruptcy Subordination Agreement". The BankruptcySubordination Agreement is intended to constitute a "subordination agreement" within themeaning of Section 510(a) of the U.S. Bankruptcy Code (Title 11 of the United States Code, asamended from time to time (or any successor statute)). The Trustee shall be entitled to rely uponan order from the Issuer with respect to the payment of amounts payable to Holders, whichamounts are subordinated pursuant to this paragraph

Standard of Conduct. In exercising any of its or their voting rights,Section 13.2rights to direct and consent or any other rights as a Holder under this Indenture, a Holder orHolders shall not have any obligation or duty to any Person or to consider or take into accountthe interests of any Person and shall not be liable to any Person for any action taken by it or themor at its or their direction or any failure by it or them to act or to direct that an action be taken,without regard to whether such action or inaction benefits or adversely affects any Holder, theIssuer, or any other Person, except for any liability to which such Holder may be subject to theextent the same results from such Holder's taking or directing an action, or failing to take ordirect an action, in bad faith or in violation of the express terms of this Indenture.

Information Regarding Holders. (a) The Trustee shall provide toSection 13.3the Issuer and the Collateral Manager upon reasonable request all reasonably availableinformation in the possession of the Trustee and specifically requested by the Issuer or theCollateral Manager in connection with regulatory matters, including any information that isnecessary or advisable in order for the Issuer or the Collateral Manager (or its parent or

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Affiliates) to comply with regulatory requirements, including, for the avoidance of doubt,FATCA and the Cayman FATCA Legislation. The Trustee shall provide to the Issuer, theCollateral Manager and the Initial Majority Subordinated Noteholder upon request a list ofHolders (including beneficial owners who have provided the Trustee with a beneficial holdercertificate for any purpose). The Trustee shall obtain and provide to the Issuer and the CollateralManager upon request a list of Agent Members holding positions in the Notes at the cost of theIssuer as an Administrative Expense, to the extent funds are available to pay such expense.

Each purchaser of Notes, by its acceptance of an interest in Notes, agrees(b)to provide to the Issuer (or agents acting on its behalf) and the Collateral Manager allinformation reasonably available to it that is reasonably requested by the Collateral Manager inconnection with regulatory matters, including any information that is necessary or advisable inorder for the Collateral Manager (or its parent or Affiliates) to comply with regulatoryrequirements applicable to the Collateral Manager from time to time.

ARTICLE XIV

MISCELLANEOUS

Form of Documents Delivered to Trustee. In any case whereSection 14.1several matters are required to be certified by, or covered by an opinion of, any specified Person,it is not necessary that all such matters be certified by, or covered by the opinion of, only onesuch Person, or that they be so certified or covered by only one document, but one such Personmay certify or give an opinion with respect to some matters and one or more other such Personsas to other matters, and any such Person may certify or give an opinion as to such matters in oneor several documents.

Any certificate or opinion of an Officer of the Issuer, the Co-Issuer or theCollateral Manager may be based, insofar as it relates to legal matters, upon a certificate oropinion of, or representations by, counsel, unless such Officer knows, or should know that thecertificate or opinion or representations with respect to the matters upon which his certificate oropinion is based are erroneous. Any such certificate of an Officer of the Issuer, Co-Issuer or theCollateral Manager or Opinion of Counsel may be based, insofar as it relates to factual matters,upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer, the CollateralManager or any other Person, stating that the information with respect to such factual matters isin the possession of the Issuer, the Co-Issuer, the Collateral Manager or such other Person,unless such Officer of the Issuer, Co-Issuer or the Collateral Manager or such counsel knows thatthe certificate or opinion or representations with respect to such matters are erroneous.

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

Whenever in this Indenture it is provided that the absence of the occurrence andcontinuation of a Default or Event of Default is a condition precedent to the taking of any actionby the Trustee at the request or direction of either of the Co-Issuers, then notwithstanding thatthe satisfaction of such condition is a condition precedent to such Co-Issuers' right to make such

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request or direction, the Trustee shall be protected in acting in accordance with such request ordirection if it does not have knowledge of the occurrence and continuation of such Default orEvent of Default as provided in Section 6.1(d).

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

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

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

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

Notices, etc., to Trustee, the Co-Issuers, the Collateral Section 14.3Administrator, the Collateral Manager, any Hedge Counterparty, the Paying Agent, the Administrator and Each Rating Agency. (a) Any request, demand, authorization, direction,order, notice, consent, waiver or Act of Holders or other documents provided or permitted bythis Indenture to be made upon, given or furnished to, or filed with:

the Trustee shall be sufficient for every purpose hereunder if in writing(i)and made, given, furnished or filed to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing next daydelivery or by facsimile in legible form, to the Trustee addressed to it at its CorporateTrust Office, facsimile no.: (866) 607-0951 or by email to: mark.sullivan@usbank.com,or at any other address previously furnished in writing to the other parties hereto by theTrustee;

the Co-Issuers shall be sufficient for every purpose hereunder (unless(ii)otherwise herein expressly provided) if in writing and mailed, first class postage prepaid,hand delivered, sent by overnight courier service or by facsimile in legible form, to theIssuer addressed to it at c/o MaplesFS Limited, PO Box 1093, Boundary Hall, Cricket

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Square, Grand Cayman KY1 1102, Cayman Islands, Attention: The Directors, telephoneno. +1 (345) 945-7099, facsimile no. +1 (345) 945-7100 or by e-mail tocayman@maplesfs.com or to the Co-Issuer addressed to it at c/o Maples FiduciaryServices (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, Delaware 19807,attention Edward Truitt, telephone no: +1 302 338 9130, e-mail:edward.truitt@maplesfs.com, or at any other address previously furnished in writing tothe other parties hereto by the Issuer or the Co-Issuer, as the case may be, with a copy tothe Collateral Manager at its address below;

the Collateral Manager shall be sufficient for every purpose hereunder if(iii)in writing and mailed, first class postage prepaid, hand delivered, sent by overnightcourier service or by facsimile in legible form, to the Collateral Manager addressed to itat Octagon Credit Investors, LLC, 245 Park Avenue, 16th Floor, New York, NY 10167,Attention: Lauren Basmadjian, telephone no.: (212) 400-8430, facsimile no.: (917)464-8748, or at any other address previously furnished in writing to the other partieshereto;

the Initial Purchaser shall be sufficient for every purpose hereunder if in(iv)writing and mailed, first class postage prepaid, hand delivered, sent by overnight courierservice or by facsimile in legible form, addressed to Merrill Lynch, Pierce, Fenner &Smith Incorporated, One Bryant Park, 3rd Floor, New York, New York 10036, email:dg.baml_clo@baml.com, Attention: Global Credit and Special Situations StructuredProducts Group, with a copy to: Merrill Lynch, Pierce, Fenner & Smith Incorporated,One Bryant Park, New York, New York 10036, email:dg.legal_notices_mlpfs@baml.com, Attention: Legal Department or at any other addresspreviously furnished in writing to the Co-Issuers and the Trustee by the Initial Purchaser;

a Hedge Counterparty shall be sufficient for every purpose hereunder(v)(unless otherwise herein expressly provided) if in writing and mailed, first class postageprepaid, hand delivered or sent by overnight courier service or by facsimile in legibleform to such Hedge Counterparty addressed to it at the address specified in the relevantHedge Agreement or at any other address previously furnished in writing to the Issuer orthe Trustee by such Hedge Counterparty;

the Collateral Administrator shall be sufficient for every purpose(vi)hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent byovernight courier service or by facsimile in legible form, to the Collateral Administratoraddressed to it at U.S. Bank National Association, One Federal Street, 3rd Floor, Boston,MA 02110, Attention: Mark Sullivan, Vice President (Ref: Octagon Investment Partners26, Ltd.), facsimile no.: (866) 607-0951, or by email to: mark.sullivan@usbank.com, orat any other address previously furnished in writing to the other parties hereto;

the Administrator shall be sufficient for every purpose hereunder if made,(vii)given, furnished or filed in writing to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing next daydelivery or by facsimile in legible form, to the Administrator addressed to it at MaplesFSLimited, PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman KY1-1102,

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Cayman Islands, Attention: The Directors, telephone no. +1 (345) 945-7099, facsimileno. +1 (345) 945-7100 or by e-mail to cayman@maplesfs.com;

the Rating Agencies shall be sufficient for every purpose hereunder(viii)(unless otherwise herein expressly provided) if in writing and mailed, first class postageprepaid, hand delivered, sent by overnight courier service to (A) in the case of Moody's,to Moody's addressed to it at Moody's Investors Service, Inc., 7 World Trade Center,New York, New York, 10007, Attention: CBO/CLO Monitoring or by email tocdomonitoring@moodys.com and (B) in the case of S&P, mailed, first class postageprepaid, hand delivered, sent by overnight courier service, to S&P addressed to it atStandard & Poor's, 55 Water Street, 41st Floor, New York, New York 10041-0003 orsent by e-mail to mail to: CDO_Surveillance@sandp.com or by facsimile in legible formto facsimile no. (212) 438 2655, Attention: Asset Backed-CBO/CLO Surveillance;provided that (x) in respect of any request to S&P for a confirmation of its Initial Ratingsof the Secured Notes pursuant to Section 7.17(d) such request must be submitted byemail to mailto:CDOEffectiveDatePortfolios@sandp.com and (y) in respect of anyapplication for a credit estimate by S&P or any notice relating to a Specified Event inrespect of a Collateral Obligation, Required S&P Credit Estimate Information must besubmitted to creditestimates@sandp.com;

the Irish Stock Exchange shall be sufficient for every purpose hereunder if(ix)made, given, furnished or filed in writing to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing next daydelivery or by facsimile in legible form, to the Irish Stock Exchange addressed to it at 28Anglesea Street, Dublin 2, Ireland (by submission via www.isedirect.ie (such notices tobe submitted in Microsoft Word format to the extent possible)); and

the Irish Listing Agent shall be sufficient for every purpose hereunder if(x)made, given, furnished or filed in writing to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing next daydelivery or by facsimile in legible form, to the Irish Listing Agent addressed to it atMaples and Calder, 75 St. Stephen's Green, Dublin 2, Ireland, facsimile no.: +353 1 6192001, or by e-mail to: dublindebtlisting@maplesandcalder.com, or at any other addresspreviously furnished in writing to the other parties hereto by the Irish Listing Agent.

The parties hereto agree that all 17g-5 Information provided to any of the(a)Rating Agencies, or any of their respective officers, directors or employees, to be given orprovided to such Rating Agencies pursuant to, in connection with or related, directly orindirectly, to this Indenture, the Collateral Management Agreement, the CollateralAdministration Agreement, any transaction document relating hereto, the Assets or the Notes,shall be in each case furnished directly to the Rating Agencies at the address set forth in thefollowing paragraph with a prior electronic copy to the Issuer or the Information Agent, asprovided in Section 2A of the Collateral Administration Agreement (for forwarding to the 17g-5Website in accordance with the Collateral Administration Agreement). The Co-Issuers also shallfurnish such other information regarding the Co-Issuers or the Assets as may be reasonablyrequested by the Rating Agencies to the extent such party has or can obtain such informationwithout unreasonable effort or expense. Notwithstanding the foregoing, the failure to deliver

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such notices or copies shall not constitute an Event of Default under this Indenture. Anyconfirmation of the rating by the Rating Agencies required hereunder shall be in writing.

Any request, demand, authorization, direction, order, notice, consent, waiver orAct of Holders or other documents provided or permitted by this Indenture, including the 17g-5Information, to be made upon, given or furnished to, or filed with the Rating Agencies shall begiven in accordance with, and subject to, the provisions of Section 14.16 hereof and Section 2Aof the Collateral Administration Agreement and shall be sufficient for every purpose hereunder(unless otherwise herein expressly provided) if in writing to each Rating Agency addressed to itat (i) in the case of S&P, by email to CDO_Surveillance@sandp.com and (ii) in the case ofMoody's, by email to cdomonitoring@moodys.com.

In the event that any provision in this Indenture calls for any notice or(b)document to be delivered simultaneously to the Trustee and any other person or entity, theTrustee's receipt of such notice or document shall entitle the Trustee to assume that such noticeor document was delivered to such other person or entity unless otherwise expressly specifiedherein.

Notwithstanding any provision to the contrary contained herein or in any(c)agreement or document related thereto, any report, statement or other information required to beprovided by the Issuer (except information required to be provided to the Irish Stock Exchange)or the Trustee may be provided by providing access to a website containing such information.

Notices to Holders; Waiver. Except as otherwise expresslySection 14.4provided herein, where this Indenture provides for notice to Holders of any event,

such notice shall be sufficiently given to Holders if in writing and mailed,(a)first class postage prepaid, to each Holder affected by such event, at the address of such Holderas it appears in the Register or, as applicable, in accordance with the procedures at DTC, as soonas reasonably practicable but in any case not earlier than the earliest date and not later than thelatest date, prescribed for the giving of such notice; provided, that, a Holder may give theTrustee a written notice in a form acceptable to the Trustee that it is requesting that, either as analternative to or in addition to notices by mail as aforementioned, notices to it be given byelectronic mail or by facsimile transmission and stating the electronic mail address or facsimilenumber for such transmission and, thereafter, the Trustee shall give notices to such Holder byelectronic mail or facsimile transmission, as so requested; provided further that notices forHolders may also be posted to the Trustee's internet website;

any documents (including reports, notices or supplements indentures)(b)required to be provided by the Trustee to holders may be delivered by providing notice of, andaccess to, the Trustee's Website containing such documents;

for so long as any Notes are listed on the Irish Stock Exchange and the(c)guidelines of the Irish Stock Exchange so require, notices to the Holders of such Notes shall alsobe sent to the Irish Listing Agent for release via the Irish Stock Exchange; and

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

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

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

The Trustee shall deliver to the Holders any information or notice relating to thisIndenture requested to be so delivered by at least 25% of the Holders of any Class of Notes (byAggregate Outstanding Amount), at the expense of the Issuer.

The Trustee shall deliver to any Holder of Notes or any Person that has certifiedto the Trustee in a writing substantially in the form of Exhibit D to this Indenture that it is theowner of a beneficial interest in a Global Note (a "Certifying Person"), any information, noticeor report required or authorized by this Indenture to be delivered to the Holders and requested tobe so delivered by a Holder or a Person that has made such certification that is reasonablyavailable to the Trustee and all related costs will be borne by the requesting Holder or Person.

Any Holder or Certifying Person shall have the right, upon five Business Days'prior written notice to the Trustee, to obtain a complete list of Holders (and Certifying Persons,unless confidential treatment has been requested by such Certifying Persons); provided, that eachHolder or Certifying Person agrees by acceptance of such list that the list shall be used for nopurpose other than the exercise of its rights under this Indenture. At any other time and at theexpense of the Holder or Certifying Person so requesting, a Holder may request that the Trusteeforward a notice to the Holders and Certifying Persons on its behalf.

The Trustee shall promptly or as reasonably practicable after the Closing Datedeliver to the Holders (by posting to the Trustee's Website) a copy of Part 2 of the CollateralManager's Form ADV, which shall be provided to the Trustee by the Collateral Manager.

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

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

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Effect of Headings and Table of Contents. The Article and SectionSection 14.5headings herein (including those used in cross-references herein) and the Table of Contents arefor convenience only and shall not affect the construction hereof.

Successors and Assigns. All covenants and agreements in thisSection 14.6Indenture by the Co-Issuers shall bind their respective successors and assigns, whether soexpressed or not.

Separability. Except to the extent prohibited by applicable law, inSection 14.7case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, thevalidity, legality, and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.

Benefits of Indenture. Nothing in this Indenture or in the Notes,Section 14.8expressed or implied, shall give to any Person, other than the parties hereto and their successorshereunder, the Collateral Manager, the Holders of the Notes, the Collateral Administrator and (tothe extent provided herein) the Administrator (solely in its capacity as such) and the otherSecured Parties any benefit or any legal or equitable right, remedy or claim under this Indenture.

Legal Holidays. In the event that the date of any Payment Date,Section 14.9Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding any otherprovision of the Notes or this Indenture, payment need not be made on such date, but may bemade on the next succeeding Business Day with the same force and effect as if made on thenominal date of any such Payment Date, Redemption Date or Stated Maturity, as the case maybe, and except as provided in the definition of "Interest Accrual Period" no interest shall accrueon such payment for the period from and after any such nominal date.

Governing Law. This Indenture and the Notes shall be construedSection 14.10in accordance with, and this Indenture and the Notes and any matters arising out of or relating inany way whatsoever to this Indenture or the Notes (whether in contract, tort or otherwise), shallbe governed by, the law of the State of New York.

Submission to Jurisdiction. With respect to any suit, action orSection 14.11proceedings relating to this Indenture or any matter between the parties arising under or inconnection with this Indenture ("Proceedings"), each party irrevocably: (i) submits to thenon-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Boroughof Manhattan and the United States District Court for the Southern District of New York, andany appellate court from any thereof; and (ii) waives any objection which it may have at anytime to the laying of venue of any Proceedings brought in any such court, waives any claim thatsuch Proceedings have been brought in an inconvenient forum and further waives the right toobject, with respect to such Proceedings, to such court's jurisdiction over such party. Nothing inthis Indenture precludes any of the parties from bringing Proceedings in any other jurisdiction,nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing ofProceedings in any other jurisdiction.

Counterparts. This Indenture and the Notes (and each amendment,Section 14.12modification and waiver in respect of this Indenture or the Notes) may be executed and delivered

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in counterparts (including by facsimile transmission), each of which will be deemed an original,and all of which together constitute one and the same instrument. Delivery of an executedcounterpart of this Indenture by e-mail (PDF) or telecopy shall be effective as delivery of amanually executed counterpart of this Indenture.

Acts of Issuer. Any request, demand, authorization, direction,Section 14.13notice, consent, waiver or other action provided by this Indenture to be given or performed bythe Issuer shall be effective if given or performed by the Issuer or by the Collateral Manager onthe Issuer's behalf.

Confidential Information. (a) The Trustee, the CollateralSection 14.14Administrator and each Holder of Notes shall maintain the confidentiality of all ConfidentialInformation in accordance with procedures adopted by the Issuer (after consultation with theCo-Issuers) or such Holder in good faith to protect Confidential Information of third partiesdelivered to such Person; provided that such Person may deliver or disclose ConfidentialInformation to: (i) such Person's directors, trustees, officers, employees, agents, attorneys andaffiliates who agree to hold confidential the Confidential Information substantially in accordancewith the terms of this Section 14.14 and to the extent such disclosure is reasonably required forthe administration of this Indenture, the matters contemplated hereby or the investmentrepresented by the Notes; (ii) such Person's financial advisors and other professional advisorswho agree to hold confidential the Confidential Information substantially in accordance with theterms of this Section 14.14 and to the extent such disclosure is reasonably required for theadministration of this Indenture, the matters contemplated hereby or the investment representedby the Notes; (iii) any other Holder; (iv) any Person of the type that would be, to such Person'sknowledge, permitted to acquire Notes in accordance with the requirements of Section 2.6 hereofto which such Person sells or offers to sell any such Note or any part thereof (if such Person hasagreed in writing prior to its receipt of such Confidential Information to be bound by theprovisions of this Section 14.14); (v) any other Person from which such former Person offers topurchase any security of the Co-Issuers (if such other Person has agreed in writing prior to itsreceipt of such Confidential Information to be bound by the provisions of this Section 14.14);(vi) any Federal or state or other regulatory, governmental or judicial authority havingjurisdiction over such Person; (vii) the National Association of Insurance Commissioners or anysimilar organization, or any nationally recognized rating agency that requires access toinformation about the investment portfolio of such Person, reinsurers and liquidity and creditproviders that agree to hold confidential the Confidential Information substantially in accordancewith this Section 14.14; (viii) Moody's or S&P; (ix) any other Person with the written consent ofthe Co-Issuers and the Collateral Manager; (x) any other disclosure that is permitted or requiredunder this Indenture or the Collateral Administration Agreement; or (xi) any other Person towhich such delivery or disclosure may be necessary or appropriate (A) to effect compliance withany law, rule, regulation or order applicable to such Person, (B) in response to any subpoena orother legal process upon prior notice to the Co-Issuers (unless prohibited by applicable law, rule,order or decree or other requirement having the force of law), (C) in connection with anylitigation to which such Person is a party upon prior notice to the Co-Issuers (unless prohibitedby applicable law, rule, order or decree or other requirement having the force of law) or (D) if anEvent of Default has occurred and is continuing, to the extent such Person may reasonablydetermine such delivery and disclosure to be necessary or appropriate in the enforcement or forthe protection of the rights and remedies under the Notes or this Indenture; and provided, further,

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however, that delivery to Holders by the Trustee or the Collateral Administrator of any report orinformation required by the terms of this Indenture to be provided to Holders shall not be aviolation of this Section 14.14. Each Holder of Notes agrees, except as set forth in clauses (vi),(vii) and (x) above, that it shall use the Confidential Information for the sole purpose of makingan investment in the Notes or administering its investment in the Notes; and that the Trustee andthe Collateral Administrator shall neither be required nor authorized to disclose to Holders anyConfidential Information in violation of this Section 14.14. In the event of any requireddisclosure of the Confidential Information by such Holder, such Holder agrees to use reasonableefforts to protect the confidentiality of the Confidential Information. Each Holder of a Note, byits acceptance of a Note shall be deemed to have agreed to be bound by and to be entitled to thebenefits of this Section 14.14. Notwithstanding the foregoing, the Trustee, the CollateralAdministrator, the Holders and beneficial owners of the Notes (and each of their respectiveemployees, representatives or other agents) may disclose to any and all Persons, withoutlimitation of any kind, the U.S. federal, state and local income tax treatment of the Issuer and thetransactions contemplated by this Indenture and all materials of any kind (including opinions orother tax analyses) that are provided to them relating to such U.S. federal, state and local incometax treatment.

For the purposes of this Section 14.14, "Confidential Information" means(b)information delivered to the Trustee, the Collateral Administrator or any Holder of Notes by oron behalf of the Co-Issuers or the Collateral Manager in connection with and relating to thetransactions contemplated by or otherwise pursuant to this Indenture; provided, that such termdoes not include information that: (i) was publicly known or otherwise known to the Trustee,the Collateral Administrator or such Holder prior to the time of such disclosure; (ii) subsequentlybecomes publicly known through no act or omission by the Trustee, the CollateralAdministrator, any Holder or any person acting on behalf of the Trustee, the CollateralAdministrator or any Holder; (iii) otherwise is known or becomes known to the Trustee, theCollateral Administrator or any Holder other than (x) through disclosure by the Co-Issuers or (y)to the knowledge of the Trustee, the Collateral Administrator or a Holder, as the case may be, ineach case after reasonable inquiry, as a result of the breach of a fiduciary duty to the Co-Issuersor a contractual duty to the Co-Issuers; or (iv) is allowed to be treated as non-confidential byconsent of the Co-Issuers.

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

Liability of Co-Issuers. Notwithstanding any other terms of thisSection 14.15Indenture, the Notes or any other agreement entered into between, inter alia, the Co-Issuers orotherwise, neither of the Co-Issuers shall have any liability whatsoever to the other of theCo-Issuers under this Indenture, the Notes, any such agreement or otherwise and, withoutprejudice to the generality of the foregoing, neither of the Co-Issuers shall be entitled to take anyaction to enforce, or bring any action or Proceeding, in respect of this Indenture, the Notes, anysuch agreement or otherwise against the other of the Co-Issuers. In particular, neither of theCo-Issuers shall be entitled to petition or take any other steps for the winding up or bankruptcy

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of the other of the Co-Issuers or shall have any claim in respect to any assets of the other of theCo-Issuers.

17g-5 Information. (a) The Co-Issuers shall comply with theirSection 14.16obligations under Rule 17g-5 promulgated under the Exchange Act ("Rule 17g-5"), by their ortheir agent's posting on the 17g-5 Website, no later than the time such information is provided tothe Rating Agencies, all information that the Co-Issuers or other parties on their behalf,including the Trustee and the Collateral Manager, provide to the Rating Agencies for thepurposes of determining the initial credit rating of the Secured Notes or undertaking credit ratingsurveillance of the Secured Notes (the "17g-5 Information"); provided, however, that no partyother than the Issuer, the Trustee or the Collateral Manager may provide information to theRating Agencies on the Co-Issuers' behalf without the prior written consent of the CollateralManager. At all times while any Secured Notes are rated by any Rating Agency or any otherNRSRO, the Co-Issuers shall engage a third-party to post 17g-5 Information to the 17g-5Website. On the Closing Date, the Issuer shall engage the Collateral Administrator (in suchcapacity, the "Information Agent"), to post 17g-5 Information it receives from the Issuer, theTrustee or the Collateral Manager to the 17g-5 Website in accordance with Section 2A of theCollateral Administration Agreement. Access will be provided by the Information Agent to theIssuer, the Collateral Manager, the Rating Agencies, and to any NRSRO upon receipt by theIssuer and the Information Agent of an NRSRO Certification in the form of Exhibit E heretofrom such NRSRO (which may be submitted electronically via the 17g-5 Website).

To the extent any of the Co-Issuers, the Trustee or the Collateral Manager(b)are engaged in oral communications with any Rating Agency, for the purposes of determiningthe initial credit rating of the Notes or undertaking credit rating surveillance of the Notes, theparty communicating with such Rating Agency shall cause such oral communication to either be(x) recorded and an audio file containing the recording to be promptly delivered to theInformation Agent for posting to the 17g-5 Website or (y) summarized in writing and thesummary to be promptly delivered to the Information Agent for posting to the 17g-5 Website.

Notwithstanding the requirements herein, the Trustee shall have no(c)obligation to engage in or respond to any oral communications, for the purposes of determiningthe initial credit rating of the Notes or undertaking credit rating surveillance of the Notes, withany Rating Agency or any of their respective officers, directors or employees.

For the avoidance of doubt, no report of Independent accountants(d)(including, without limitation, any Accountants' Certificate) shall be provided to or otherwiseshared with any Rating Agency and under no circumstances shall any such report be posted tothe 17g-5 Website.

Notwithstanding anything to the contrary in this Indenture, a breach of this(e)Section 14.16 shall not constitute a Default or Event of Default.

Rating Agency Conditions. (a) Notwithstanding the terms of theSection 14.17Collateral Management Agreement, any Hedge Agreement or other provisions of this Indenture,if any action under the Collateral Management Agreement, any Hedge Agreement or thisIndenture requires satisfaction of the Moody's Rating Condition or the Global Rating Agency

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Condition (each, a "Condition") as a condition precedent to such action, if the party (the"Requesting Party") required to obtain satisfaction of such Condition has made a request to anyRating Agency for satisfaction of such Condition and, within 10 Business Days of the request forsatisfaction of such Condition being posted to the 17g-5 Website, such Rating Agency has notreplied to such request or has responded in a manner that indicates that such Rating Agency isneither reviewing such request nor waiving the requirement for satisfaction of such Condition,then such Requesting Party shall be required to confirm that the applicable Rating Agency hasreceived the request, and, if it has, promptly (but in no event later than one Business Daythereafter) request satisfaction of the related Condition again.

Any request for satisfaction of any Condition made by the Issuer,(b)Co-Issuer or Trustee, as applicable, pursuant to this Indenture, shall be made in writing, whichwriting shall contain a cover page indicating the nature of the request for satisfaction of suchCondition, and shall contain all back-up material necessary for the Rating Agency to processsuch request. Such written request for satisfaction of such Condition shall be provided inelectronic format to the Information Agent for posting on the 17g-5 Website in accordance withSection 14.16 hereof and Section 2A of the Collateral Administration Agreement, and afterreceiving actual knowledge of such posting (which may be in the form of an automatic emailnotification of posting delivered by the 17g-5 Website to such party), the Issuer, Co-Issuer orTrustee, as applicable, shall send the request for satisfaction of such Condition to the RatingAgencies in accordance with the delivery instructions set forth in Section 14.3(b).

Waiver of Jury Trial. EACH OF THE ISSUER, THE CO-ISSUERSection 14.18AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY INANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE,THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i)certifies that no representative, agent or attorney of the other has represented, expressly orotherwise, that the other would not, in the event of a Proceeding, seek to enforce the foregoingwaiver and (ii) acknowledges that it has been induced to enter into this Indenture by, amongother things, the mutual waivers and certifications in this paragraph.

Escheat. In the absence of a written request from the Co-Issuers toSection 14.19return unclaimed funds to the Co-Issuers, the Trustee may from time to time following the finalPayment Date with respect to the Notes deliver all unclaimed funds to or as directed byapplicable escheat authorities, as determined by the Trustee in its sole discretion, in accordancewith the customary practices and procedures of the Trustee. Any unclaimed funds held by theTrustee pursuant to this Section 14.19 shall be held uninvested and without any liability forinterest.

Records. For the term of the Notes, copies of the MemorandumSection 14.20and Articles of Association of the Issuer, the certificate of formation and operating agreement ofthe Co-Issuer and this Indenture shall be available for inspection by the Holders of the Notes inelectronic form at the office of the Trustee upon prior written request and during normal businesshours of the Trustee.

Trustee Consent to Closing Date Merger.Section 14.21

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(a) The Trustee is hereby authorized and directed to execute and deliver to theIssuer and Bank of America, N.A. the instrument delivered to the Trustee by the Issuer (the"Plan of Merger Consent") consenting to the Issuer's entry into the Plan of Merger andconsummation of the Closing Date Merger pursuant to the Plan of Merger and releasing from thelien of this Indenture the amounts identified in Section 10.8(i). The Trustee will have no duty toinquire as to any matter in connection with the execution of such consent or any liabilitytherefrom.

ARTICLE XV

ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT

Assignment of Collateral Management Agreement. (a) The IssuerSection 15.1hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes all ofthe Issuer's estate, right, title and interest in, to and under the Collateral Management Agreement,including (i) the right to give all notices, consents and releases thereunder, (ii) the right to giveall notices of termination and to take any legal action upon the breach of an obligation of theCollateral Manager thereunder, including the commencement, conduct and consummation ofProceedings at law or in equity, (iii) the right to receive all notices, accountings, consents,releases and statements thereunder and (iv) the right to do any and all other things whatsoeverthat the Issuer is or may be entitled to do thereunder; provided, however, that except as otherwiseexpressly set forth in this Indenture, the Trustee shall not have the authority to exercise any ofthe rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grantuntil the occurrence of an Event of Default hereunder and such authority shall terminate at suchtime, if any, as such Event of Default is cured or waived.

The assignment made hereby is executed as collateral security, and the(b)execution and delivery hereby shall not in any way impair or diminish the obligations of theIssuer under the provisions of the Collateral Management Agreement, or increase, impair or alterthe rights and obligations of the Collateral Manager under the Collateral ManagementAgreement, nor shall any of the obligations contained in the Collateral Management Agreementbe imposed on the Trustee.

Upon the retirement of the Notes, the payment of all amounts required to(c)be paid pursuant to the Priority of Payments and the release of the Assets from the lien of thisIndenture, this assignment and all rights herein assigned to the Trustee for the benefit of theHolders shall cease and terminate and all the estate, right, title and interest of the Trustee in, toand under the Collateral Management Agreement shall revert to the Issuer and no furtherinstrument or act shall be necessary to evidence such termination and reversion.

The Issuer represents that the Issuer has not executed any other(d)assignment of the Collateral Management Agreement.

The Issuer agrees that this assignment is irrevocable, and that it shall not(e)take any action which is inconsistent with this assignment or make any other assignmentinconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee,

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execute all instruments of further assurance and all such supplemental instruments with respectto this assignment as the Trustee may reasonably specify.

The Issuer hereby agrees that the Issuer shall not enter into any agreement(f)amending, modifying or terminating the Collateral Management Agreement except inaccordance with the terms of the Collateral Management Agreement.

ARTICLE XVI

HEDGE AGREEMENTS

Hedge Agreements. (a) The Issuer may enter into HedgeSection 16.1Agreements from time to time on and after the Closing Date solely for the purpose of managinginterest rate and other risks in connection with the Issuer's issuance of, and making payments on,the Notes and ownership or disposition of the Collateral Obligations and reduces the interest rateand/or foreign exchange risks related to the Collateral Obligations and the Notes, at the directionof the Collateral Manager, with Hedge Counterparties. The Issuer shall not enter into any HedgeAgreement unless the Global Rating Agency Condition has been satisfied with respect thereto.

Each Hedge Counterparty will be required to have, at the time that any(b)Hedge Agreement to which it is a party is entered into, the Required Hedge CounterpartyRatings unless the Global Rating Agency Condition is satisfied or credit support is provided asset forth in the Hedge Agreement. Any Hedge Agreement will be required to containappropriate limited recourse and non-petition provisions equivalent (mutatis mutandis) to thosecontained in Section 2.8(i) and Section 5.4(d). Payments with respect to Hedge Agreementsshall be subject to Article 11. Each Hedge Agreement shall contain an acknowledgment by theHedge Counterparty that the obligations of the Issuer to the Hedge Counterparty under therelevant Hedge Agreement shall be payable in accordance with Article 11 of this Indenture.

The Issuer will not enter into any Hedge Agreement without the prior(c)written consent of a Majority of the Subordinated Notes and unless the Issuer and the CollateralManager have received the written advice of counsel of national reputation experienced in suchmatters (together with an Officer's certificate of the Issuer or the Collateral Manager to theTrustee (on which the Trustee may rely) that the advice specified in this Section 16.1(c) has beenreceived by the Issuer and the Collateral Manager) that (x) entering into the Hedge Agreementwill not, in and of itself, cause the Issuer to become a covered fund under the Volcker Rule and(y) such Hedge Agreement will not cause the Collateral Manager or the Issuer to register as a"commodity pool operator" (as defined under the Commodity Exchange Act) with theCommodity Futures Trading Commission with respect to the Issuer. In addition to therequirements set forth in the preceding sentence, each Hedge Agreement must be entered intosolely for the purpose of managing interest rate and other risks in connection with the Issuer'sissuance of, and making payments on, the Notes, the written terms of the derivative must directlyrelate to the Collateral Obligations and the Notes, and such derivative reduces the interest rateand/or foreign exchange risks related to the Collateral Obligations and the Notes. The Trustee,upon receipt of written notice by the Issuer of its entry into a Hedge Agreement and on behalf ofthe Issuer, will provide notice of the Issuer's entry into a Hedge Agreement to the holders of theNotes.

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In the event of any early termination of a Hedge Agreement with respect(d)to which the Hedge Counterparty is the sole "defaulting party" or "affected party" (each asdefined in the Hedge Agreements), (i) any termination payment paid by the Hedge Counterpartyto the Issuer may be paid to a replacement Hedge Counterparty at the direction of the CollateralManager and (ii) any payment received from a replacement Hedge Counterparty may be paid tothe replaced Hedge Counterparty at the direction of the Collateral Manager under the terminatedHedge Agreement; provided that (in the case of any such payment under subclause (i) or (ii)above) the Global Rating Agency Condition has been satisfied with respect thereto.

The Issuer (or the Collateral Manager on its behalf) shall, upon receiving(e)written notice of the exposure calculated under a credit support annex to any Hedge Agreement,if applicable, make a demand to the relevant Hedge Counterparty and its credit support provider,if applicable, for securities having a value under such credit support annex equal to the requiredcredit support amount.

The Issuer shall not terminate any Hedge Agreement for any reason unless(f)the Global Rating Agency Condition has been satisfied with respect thereto. If Moody's is ratingany Class of Secured Notes at such time, the Issuer shall comply with the ratings required by thecriteria of Moody's in effect at such time and any downgrade provisions stated therein.

The Issuer shall give prompt notice to each Rating Agency of any(g)termination of a Hedge Agreement or agreement to provide Hedge Counterparty Credit Support.Any collateral received from a Hedge Counterparty under a Hedge Agreement shall be depositedin the Hedge Counterparty Collateral Account.

If a Hedge Counterparty has defaulted in the payment when due of its(h)obligations to the Issuer under the Hedge Agreement, promptly after an Authorized Officerbecomes aware thereof, the Collateral Manager shall make a demand on the Hedge Counterparty(or its guarantor under the Hedge Agreement) with a copy to the Trustee, demanding payment bythe close of business on such date (or by such time on the next succeeding Business Day if suchknowledge is obtained after 11:30 a.m., New York time).

Each Hedge Agreement shall provide that it may not be terminated due to(i)the occurrence of an Event of Default until liquidation of the Assets has commenced.

[Signature page follows]

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

EXECUTED AS A DEED BY

OCTAGON INVESTMENT PARTNERS 26,LTD., as Issuer

By:Name:Title:

In the presence of:

Witness: Name: Title:

OCTAGON INVESTMENT PARTNERS 26,LLC, as Co-Issuer

By:Name:Title:

U.S. BANK NATIONAL ASSOCIATION, asTrustee

By:Name:Title:

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SCHEDULE 1

MOODY'S INDUSTRY CLASSIFICATION GROUP LIST

1 Aerospace & Defense2 Automotive3 Banking, Finance, Insurance & Real Estate4 Beverage, Food & Tobacco5 Capital Equipment6 Chemicals, Plastics & Rubber7 Construction & Building8 Consumer goods: Durable9 Consumer goods: Non-durable10 Containers, Packaging & Glass11 Energy: Electricity12 Energy: Oil & Gas13 Environmental Industries14 Forest Products & Paper15 Healthcare & Pharmaceuticals16 High Tech Industries17 Hotel, Gaming & Leisure18 Media: Advertising, Printing & Publishing19 Media: Broadcasting & Subscription20 Media: Diversified & Production21 Metals & Mining22 Retail23 Services: Business24 Services: Consumer25 Sovereign & Public Finance26 Telecommunications27 Transportation: Cargo28 Transportation: Consumer29 Utilities: Electric30 Utilities: Oil & Gas31 Utilities: Water32 Wholesale

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SCHEDULE 2S&P INDUSTRY CLASSIFICATIONS

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Industry Code Description Industry Code Description0 Zero Default Risk 39 Utilities1 Aerospace & Defense 40 Mortgage REITs2 Air transport 41 Equity REITs and

REOCs3 Automotive 43 Life Insurance4 Beverage & Tobacco 44 Health Insurance5 Radio & Television 45 Property & Casualty

Insurance7 Building &

Development46 Diversified Insurance

8 Business equipment & services

50 CDO of corporate and emerging market corporate

9 Cable & satellite television

50A CDO of SF

10 Chemicals & plastics 50B CDO other11 Clothing/textiles 51 ABS Consumer12 Conglomerates 52 ABS Commercial13 Containers & glass

products53 CMBS Diversified

(Conduit and CTL); CMBS (large loan, single borrower, and single property); commercial real estate interests; commercial real estate loans

14 Cosmetics/toiletries 56 RMBS, home equity loans, home equity lines of credit, tax lien, and manufactured housing

15 Drugs 59 U.S./Sovereign Agency (Explicitly guaranteed)

16 Ecological services & equipment

60 SF third-party guaranteed

17 Electronics/electrical 62 FFELP Student Loans (Over 70% FFELP)

18 Equipment leasing19 Farming/agriculture20 Financial

Intermediaries

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Industry Code Description Industry Code Description21 Food/drug retailers22 Food products23 Food service24 Forest products25 Health care26 Home furnishings27 Lodging & casinos28 Industrial equipment30 Leisure

goods/activities/movies

31 Nonferrous metals/minerals

32 Oil & gas33 Publishing34 Rail industries35 Retailers (except food

& drug)36 Steel37 Surface transport38 Telecommunications

Asset Type Code Asset Type Description Asset Type Code Asset Type Description

1020000 Energy Equipment & Services

6110000 Biotechnology

1030000 Oil, Gas & Consumable Fuels 6120000 Pharmaceuticals2020000 Chemicals 7011000 Banks2030000 Construction Materials 7020000 Thrifts & Mortgage

Finance2040000 Containers & Packaging 7110000 Diversified Financial

Services2050000 Metals & Mining 7120000 Consumer Finance2060000 Paper & Forest Products 7130000 Capital Markets3020000 Aerospace & Defense 7210000 Insurance3030000 Building Products 7310000 Real Estate Management

& Development3040000 Construction & Engineering 7311000 Real Estate Investment

Trusts (REITs)3050000 Electrical Equipment 8020000 Internet Software &

Services3060000 Industrial Conglomerates 8030000 IT Services3070000 Machinery 8040000 Software3080000 Trading Companies &

Distributors8110000 Communications

Equipment3110000 Commercial Services &

Supplies8120000 Technology Hardware,

Storage & Peripherals

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Asset Type Code Asset Type Description Asset Type Code Asset Type Description

3210000 Air Freight & Logistics 8130000 Electronic Equipment, Instruments & Components

3220000 Airlines 8210000 Semiconductors & Semiconductor Equipment

3230000 Marine 9020000 Diversified Telecommunication Services

3240000 Road & Rail 9030000 Wireless Telecommunication Services

3250000 Transportation Infrastructure 9520000 Electric Utilities4011000 Auto Components 9530000 Gas Utilities4020000 Automobiles 9540000 Multi-Utilities4110000 Household Durables 9550000 Water Utilities4120000 Leisure Products 9551701 Diversified Consumer

Services4130000 Textiles, Apparel & Luxury

Goods9551702 Independent Power and

Renewable Electricity Producers

4210000 Hotels, Restaurants & Leisure 9551727 Life Sciences Tools & Services

4310000 Media 9551729 Healthcare Technology4410000 Distributors 9612010 Professional Services4420000 Internet and Catalog Retail PF1 Project finance: Industrial

equipment4430000 Multiline Retail PF2 Project finance: Leisure

and gaming4440000 Specialty Retail PF3 Project finance: Natural

resources and mining5020000 Food & Staples Retailing PF4 Project finance: Oil and

gas5110000 Beverages PF5 Project finance: Power5120000 Food Products PF6 Project finance: Public

finance and real estate5130000 Tobacco PF7 Project finance:

Telecommunications5210000 Household Products PF8 Project finance: Transport5220000 Personal Products PF1000- PF1099 Reserved6020000 Healthcare Equipment &

Supplies6030000 Healthcare Providers &

Services

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SCHEDULE 3

DIVERSITY SCORE CALCULATION

The Diversity Score is calculated as follows:

An "Issuer Par Amount" is calculated for each Obligor of a Collateral(a)Obligation, and is equal to the Aggregate Principal Balance of all the CollateralObligations issued by that Obligor and all affiliates.

An "Average Par Amount" is calculated by summing the Issuer Par(b)Amounts for all Obligor, and dividing by the number of Obligor.

An "Equivalent Unit Score" is calculated for each Obligor, and is equal to(c)the lesser of (x) one and (y) the Issuer Par Amount for such Obligor divided by theAverage Par Amount.

An "Aggregate Industry Equivalent Unit Score" is then calculated for each(d)of the Moody's industry classification groups, shown on Schedule 1, and is equal to thesum of the Equivalent Unit Scores for each Obligor in such industry classification group.

An "Industry Diversity Score" is then established for each Moody's(e)industry classification group, shown on Schedule 1, by reference to the following tablefor the related Aggregate Industry Equivalent Unit Score; provided, that if any AggregateIndustry Equivalent Unit Score falls between any two such scores, the applicableIndustry Diversity Score shall be the lower of the two Industry Diversity Scores:

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

0.0000 0.0000 5.0500 2.7000 10.1500 4.0200 15.2500 4.53000.0500 0.1000 5.1500 2.7333 10.2500 4.0300 15.3500 4.54000.1500 0.2000 5.2500 2.7667 10.3500 4.0400 15.4500 4.55000.2500 0.3000 5.3500 2.8000 10.4500 4.0500 15.5500 4.56000.3500 0.4000 5.4500 2.8333 10.5500 4.0600 15.6500 4.57000.4500 0.5000 5.5500 2.8667 10.6500 4.0700 15.7500 4.58000.5500 0.6000 5.6500 2.9000 10.7500 4.0800 15.8500 4.59000.6500 0.7000 5.7500 2.9333 10.8500 4.0900 15.9500 4.60000.7500 0.8000 5.8500 2.9667 10.9500 4.1000 16.0500 4.61000.8500 0.9000 5.9500 3.0000 11.0500 4.1100 16.1500 4.62000.9500 1.0000 6.0500 3.0250 11.1500 4.1200 16.2500 4.63001.0500 1.0500 6.1500 3.0500 11.2500 4.1300 16.3500 4.64001.1500 1.1000 6.2500 3.0750 11.3500 4.1400 16.4500 4.65001.2500 1.1500 6.3500 3.1000 11.4500 4.1500 16.5500 4.66001.3500 1.2000 6.4500 3.1250 11.5500 4.1600 16.6500 4.67001.4500 1.2500 6.5500 3.1500 11.6500 4.1700 16.7500 4.68001.5500 1.3000 6.6500 3.1750 11.7500 4.1800 16.8500 4.69001.6500 1.3500 6.7500 3.2000 11.8500 4.1900 16.9500 4.70001.7500 1.4000 6.8500 3.2250 11.9500 4.2000 17.0500 4.7100

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AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

1.8500 1.4500 6.9500 3.2500 12.0500 4.2100 17.1500 4.72001.9500 1.5000 7.0500 3.2750 12.1500 4.2200 17.2500 4.73002.0500 1.5500 7.1500 3.3000 12.2500 4.2300 17.3500 4.74002.1500 1.6000 7.2500 3.3250 12.3500 4.2400 17.4500 4.75002.2500 1.6500 7.3500 3.3500 12.4500 4.2500 17.5500 4.76002.3500 1.7000 7.4500 3.3750 12.5500 4.2600 17.6500 4.77002.4500 1.7500 7.5500 3.4000 12.6500 4.2700 17.7500 4.78002.5500 1.8000 7.6500 3.4250 12.7500 4.2800 17.8500 4.79002.6500 1.8500 7.7500 3.4500 12.8500 4.2900 17.9500 4.80002.7500 1.9000 7.8500 3.4750 12.9500 4.3000 18.0500 4.81002.8500 1.9500 7.9500 3.5000 13.0500 4.3100 18.1500 4.82002.9500 2.0000 8.0500 3.5250 13.1500 4.3200 18.2500 4.83003.0500 2.0333 8.1500 3.5500 13.2500 4.3300 18.3500 4.84003.1500 2.0667 8.2500 3.5750 13.3500 4.3400 18.4500 4.85003.2500 2.1000 8.3500 3.6000 13.4500 4.3500 18.5500 4.86003.3500 2.1333 8.4500 3.6250 13.5500 4.3600 18.6500 4.87003.4500 2.1667 8.5500 3.6500 13.6500 4.3700 18.7500 4.88003.5500 2.2000 8.6500 3.6750 13.7500 4.3800 18.8500 4.89003.6500 2.2333 8.7500 3.7000 13.8500 4.3900 18.9500 4.90003.7500 2.2667 8.8500 3.7250 13.9500 4.4000 19.0500 4.91003.8500 2.3000 8.9500 3.7500 14.0500 4.4100 19.1500 4.92003.9500 2.3333 9.0500 3.7750 14.1500 4.4200 19.2500 4.93004.0500 2.3667 9.1500 3.8000 14.2500 4.4300 19.3500 4.94004.1500 2.4000 9.2500 3.8250 14.3500 4.4400 19.4500 4.95004.2500 2.4333 9.3500 3.8500 14.4500 4.4500 19.5500 4.96004.3500 2.4667 9.4500 3.8750 14.5500 4.4600 19.6500 4.97004.4500 2.5000 9.5500 3.9000 14.6500 4.4700 19.7500 4.98004.5500 2.5333 9.6500 3.9250 14.7500 4.4800 19.8500 4.99004.6500 2.5667 9.7500 3.9500 14.8500 4.4900 19.9500 5.00004.7500 2.6000 9.8500 3.9750 14.9500 4.50004.8500 2.6333 9.9500 4.0000 15.0500 4.51004.9500 2.6667 10.0500 4.0100 15.1500 4.5200

The Diversity Score is then calculated by summing each of the Industry(f)Diversity Scores for each Moody's industry classification group shown on Schedule 1.

For purposes of calculating the Diversity Score, affiliated Obligor in the same Industry aredeemed to be a single Obligor except as otherwise agreed to by Moody's and collateralized loanobligations shall not be included.

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SCHEDULE 4

MOODY'S RATING DEFINITIONS

For purposes of this Schedule 4 and this Indenture, the terms "Assigned Moody'sRating" and "CFR" mean:

"Assigned Moody's Rating": The monitored publicly available rating or themonitored estimated rating expressly assigned to a debt obligation (or facility) by Moody's thataddresses the full amount of the principal and interest promised; provided that with respect to a DIP Collateral Obligation, the Assigned Moody's Rating may be a point-in-time rating that was withdrawn, provided further, such withdrawn rating was assigned not more than 12 months prior to the date of determination.

"CFR": Means, with respect to an Obligor of a Collateral Obligation, if suchObligor has a corporate family rating by Moody's, then such corporate family rating; provided, ifsuch Obligor does not have a corporate family rating by Moody's but any entity in the Obligor'scorporate family does have a corporate family rating, then the CFR is such corporate familyrating.

For purposes of this Indenture, the terms Moody's Default Probability Rating,Moody's Rating and Moody's Derived Rating, have the meanings under the respective headingsbelow.

MOODY'S DEFAULT PROBABILITY RATING

With respect to a Collateral Obligation, if the Obligor of such Collateral(a)Obligation has a CFR, then such CFR;

With respect to a Collateral Obligation if not determined pursuant to(b)clause (a) above, if the Obligor of such Collateral Obligation has one or more seniorunsecured obligations with an Assigned Moody's Rating, then the Assigned Moody'sRating on any such obligation as selected by the Collateral Manager in its sole discretion;

With respect to a Collateral Obligation if not determined pursuant to(c)clauses (a) or (b) above, if the Obligor of such Collateral Obligation has one or moresenior secured obligations with an Assigned Moody's Rating, then the Moody's ratingthat is one subcategory lower than the Assigned Moody's Rating on any such seniorsecured obligation as selected by the Collateral Manager in its sole discretion;

With respect to a Collateral Obligation if not determined pursuant to(d)clauses (a), (b) or (c) above, if a rating estimate has been assigned to such CollateralObligation by Moody's upon the request of the Issuer, the Collateral Manager or anAffiliate of the Collateral Manager, then the Moody's Default Probability Rating is suchrating estimate as long as such rating estimate or a renewal for such rating estimate hasbeen issued or provided by Moody's in each case within the 15 month period precedingthe date on which the Moody's Default Probability Rating is being determined; provided,

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that if such rating estimate has been issued or provided by Moody's for a period (x)longer than 13 months but not beyond 15 months, the Moody's Default Probability Ratingwill be one subcategory lower than such rating estimate and (y) beyond 15 months, theMoody's Default Probability Rating will be deemed to be "Caa3";

With respect to any DIP Collateral Obligation, the Moody's Default(e)Probability Rating of such Collateral Obligation shall be the rating which is onesubcategory below the Assigned Moody's Rating of such DIP Collateral Obligation;

With respect to a Collateral Obligation if not determined pursuant to any(f)of clauses (a) through (e) above and at the election of the Collateral Manager, theMoody's Derived Rating; and

With respect to a Collateral Obligation if not determined pursuant to any(g)of clauses (a) through (f) above, the Collateral Obligation will be deemed to have aMoody's Default Probability Rating of "Caa3."

For purposes of calculating a Moody's Default Probability Rating, each applicable rating on credit watch by Moody's with positive or negative implication at the time of calculation will be treated as having been upgraded or downgraded by one rating subcategory, as the case may be.MOODY'S RATING

(a) With respect to a Collateral Obligation that is a Senior Secured Loan:(h)

if such Collateral Obligation has an Assigned Moody's(A)Rating, such Assigned Moody's Rating;

if such Collateral Obligation does not have an Assigned(B)Moody's Rating but the Obligor of such Collateral Obligation has a CFR,then the Moody's rating that is one subcategory higher than such CFR;

if neither clause (A) nor (B) above apply, if such Collateral(C)Obligation does not have an Assigned Moody's Rating but the Obligor ofsuch Collateral Obligation has one or more senior unsecured obligationswith an Assigned Moody's Rating, then the Moody's rating that is twosubcategories higher than the Assigned Moody's Rating on any suchobligation as selected by the Collateral Manager in its sole discretion;

if none of clauses (A) through (C) above apply, at the(D)election of the Collateral Manager, the Moody's Derived Rating; and

if none of clauses (A) through (D) above apply, the(E)Collateral Obligation will be deemed to have a Moody's Rating of "Caa3";and

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(b) With respect to a Collateral Obligation other than a Senior Secured(i)Loan:

if such Collateral Obligation has an Assigned Moody's(A)Rating, such Assigned Moody's Rating;

if such Collateral Obligation does not have an Assigned(B)Moody's Rating but the Obligor of such Collateral Obligation has one ormore senior unsecured obligations with an Assigned Moody's Rating, thenthe Assigned Moody's Rating on any such obligation as selected by theCollateral Manager in its sole discretion;

if neither clause (A) nor (B) above apply, if such Collateral(C)Obligation does not have an Assigned Moody's Rating but the Obligor ofsuch Collateral Obligation has a CFR, then the Moody's rating that is onesubcategory lower than such CFR;

if none of clauses (A), (B) or (C) above apply, if such(D)Collateral Obligation does not have an Assigned Moody's Rating but theObligor of such Collateral Obligation has one or more subordinated debtobligations with an Assigned Moody's Rating, then the Moody's ratingthat is one subcategory higher than the Assigned Moody's Rating on anysuch obligation as selected by the Collateral Manager in its solediscretion;

if none of clauses (A) through (D) above apply, at the(E)election of the Collateral Manager, the Moody's Derived Rating; and

if none of clauses (A) through (E) above apply, the(F)Collateral Obligation will be deemed to have a Moody's Rating of "Caa3".

For purposes of calculating a Moody's Rating, each applicable rating on credit watch by Moody's with positive or negative implication at the time of calculation will be treated as having been upgraded or downgraded by one rating subcategory, as the case may be.

MOODY'S DERIVED RATING

With respect to a Collateral Obligation whose Moody's Rating or Moody'sDefault Probability Rating is determined as the Moody's Derived Rating, the rating asdetermined in the manner set forth below:

By using one of the methods provided below:(a)

if such Collateral Obligation is rated by S&P, then the(A)Moody's Rating and Moody's Default Probability Rating (as applicable) ofsuch Collateral Obligation will be determined, at the election of the

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Collateral Manager, in accordance with the methodology set forth in thefollowing table below:

Type of CollateralObligation

S&P Rating (Publicand Monitored)

CollateralObligation Rated byS&P

Number ofSubcategories

Relative to Moody'sEquivalent of S&P

RatingNot StructuredFinance Obligation

≥ "BBB-" Not a Loan orParticipation Interestin Loan

-1

Not StructuredFinance Obligation

≤ "BB+" Not a Loan orParticipation Interestin Loan

-2

Not StructuredFinance Obligation

Loan or ParticipationInterest in Loan

-2

if such Collateral Obligation is not rated by S&P but(B)another security or obligation of the Obligor has a public and monitoredrating by S&P (a "parallel security"), then the rating of such parallelsecurity will at the election of the Collateral Manager be determined inaccordance with the table set forth in subclause (a)(A) above, and theMoody's Derived Rating for purposes of the definitions of Moody's Ratingand Moody's Default Probability Rating (as applicable) of such CollateralObligation will be determined in accordance with the methodology setforth in the following table (for such purposes treating the parallel securityas if it were rated by Moody's at the rating determined pursuant to thissubclause (a)(B)):

Obligation Category ofRated Obligation Rating of Rated Obligation

Number of SubcategoriesRelative to RatedObligation Rating

Senior secured obligation greater than or equal to B2 -1Senior secured obligation less than B2 -2Subordinated obligation greater than or equal to B3 +1Subordinated obligation less than B3 0

or

if such Collateral Obligation is a DIP Collateral Obligation,(C)no Moody's Derived Rating may be determined based on a rating by S&Por any other rating agency;

provided, that the Aggregate Principal Balance of the Collateral Obligations that may have aMoody's Rating or a Moody's Default Probability Rating derived from an S&P Rating as setforth in sub-clauses (A) or (B) of this clause (a) may not exceed 5% of the Collateral PrincipalAmount.

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If not determined pursuant to clause (a) above and such Collateral(b)Obligation is not rated by Moody's or S&P and no other security or obligation of theObligor of such Collateral Obligation is rated by Moody's or S&P, and if Moody's hasbeen requested by the Issuer, the Collateral Manager or the Obligor of such CollateralObligation to assign a rating or rating estimate with respect to such Collateral Obligationbut such rating or rating estimate has not been received, pending receipt of such estimate,the Moody's Derived Rating of such Collateral Obligation for purposes of the definitionsof Moody's Rating or Moody's Default Probability Rating shall be (i) "B3" if theCollateral Manager certifies to the Trustee and the Collateral Administrator that theCollateral Manager believes that such estimate shall be at least "B3" and if the AggregatePrincipal Balance of Collateral Obligations determined pursuant to this clause (b)(i) andclause (a) above does not exceed 5% of the Collateral Principal Amount or (ii) otherwise,"Caa1."

For purposes of calculating a Moody's Derived Rating, each applicable rating on credit watch by Moody's with positive or negative implication at the time of calculation will be treated as having been upgraded or downgraded by one rating subcategory, as the case may be.

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SCHEDULE 5

S&P Rating Definition and S&P Recovery Rate Tables

"S&P Rating": With respect to any Collateral Obligation (excluding Current Pay Obligationswhose issuer has made a Distressed Exchange Offer), the rating determined as follows:

with respect to a Collateral Obligation that is not a DIP Collateral Obligation (i) if(a)there is an issuer credit rating of the issuer of such Collateral Obligation by S&P aspublished by S&P, or the guarantor which unconditionally and irrevocably guarantees suchCollateral Obligation pursuant to a form of guaranty approved by S&P for use in connection with this transactionmeeting applicable then-current S&P guarantee criteria, then the S&PRating will be such rating (regardless of whether there is a published rating by S&P on theCollateral Obligations of such issuer held by the Issuer) or (ii) if there is no issuer creditrating of the issuer by S&P but (A) if there is a senior unsecured rating on any obligation orsecurity of the issuer, the S&P Rating of such Collateral Obligation will equal such rating;(B) if there is a senior secured rating on any obligation or security of the issuer, then theS&P Rating of such Collateral Obligation will be one subcategory below such rating; and(C) if there is a subordinated rating on any obligation or security of the issuer, then the S&PRating of such Collateral Obligation will be one subcategory above such rating if such rating is higher than "BB+," and will be two subcategories above such rating if such rating is "BB+" or lower;

with respect to any Collateral Obligation that is a DIP Collateral Obligation, the S&P(b)Rating thereof will be the credit rating assigned to such issue by S&P; provided that if such credit rating is a point-in-time credit rating, such rating was assigned not more than 12 months prior to the date of determination;

if there is not a rating by S&P on the issuer or on an obligation of the issuer, then the(c)S&P Rating may be determined pursuant to clauses (i) through (iv) below:

if an obligation of the issuer is not a DIP Collateral Obligation and is publicly(i)rated by Moody's, then the S&P Rating will be determined in accordance with themethodologies for establishing the Moody's Rating set forth above except that the S&PRating of such obligation will be (A) one subcategory below the S&P equivalent of theMoody's Rating if such Moody's Rating is "Baa3" or higher and (B) two subcategoriesbelow the S&P equivalent of the Moody's Rating if such Moody's Rating is "Ba1" orlower; provided, that the Aggregate Principal Balance of the Collateral Obligations thatmay have an S&P Rating derived from a Moody's Rating as set forth in this subclause (i)may not exceed 10.0% of the Collateral Principal Amount;

the S&P Rating may be based on a credit estimate provided by S&P, and in(ii)connection therewith, the Issuer, the Collateral Manager on behalf of the Issuer or theissuer of such Collateral Obligation will, prior to or within thirty (30) days after theacquisition of such Collateral Obligation, apply (and concurrently submit all availableRequired S&P Credit Estimate Information in respect of such application) to S&P for acredit estimate which will be its S&P Rating; provided, that, until the receipt from S&P

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of such estimate, such Collateral Obligation will have an S&P Rating as determined bythe Collateral Manager in its sole discretion if the Collateral Manager certifies to theTrustee that it believes that such S&P Rating determined by the Collateral Manager iscommercially reasonable and will be at least equal to such rating; and provided, further,that if such Required S&P Credit Estimate Information is not submitted within suchthirty (30) day period, then, pending receipt from S&P of such estimate, the CollateralObligation will have (A) the S&P Rating as determined by the Collateral Manager for aperiod of up to ninety (90) days after the acquisition of such Collateral Obligation and(B) an S&P Rating of "CCC-"following such ninety day period; unless, during suchninety day period, the Collateral Manager has requested the extension of such period andS&P, in its sole discretion, has granted such request; and provided, further, that suchcredit estimate shall expire 12 months after receipt thereof, following which suchCollateral Obligation shall have an S&P Rating of "CCC-" unless, during such 12-monthperiod following receipt of such credit estimate, the Collateral Manager (on behalf of theIssuer) requests that S&P confirm or update such estimate in accordance with thisIndenture (and pending receipt of such confirmation or new estimate, the CollateralObligation will have the prior estimate); provided, further that the Issuer will submit allavailable information in respect of such Collateral Obligation to S&P notwithstandingthat the Issuer is not applying to S&P for a credit estimate; provided, further, that theIssuer will promptly notify S&P of any material events effecting any such CollateralObligation if the Collateral Manager reasonably determines that such notice is requiredin accordance with S&P's published criteria for credit estimates titled "What Are CreditEstimates And How Do They Differ From Ratings?" dated April 2011 (as the same maybe amended or updated from time to time);

with respect to a DIP Collateral Obligation, if the S&P Rating cannot otherwise(iii)be determined pursuant to this definition, the S&P Rating of such Collateral Obligationwill be "CCC-"; and

with respect to a Collateral Obligation that is not a Defaulted Obligation, the(iv)S&P Rating of such Collateral Obligation will at the election of the Issuer (at thedirection of the Collateral Manager) be "CCC-"; provided, that (A) the CollateralManager expects the obligor in respect of such Collateral Obligation to continue to meetits payment obligations under such Collateral Obligation, (B) such obligor is notcurrently in reorganization or bankruptcy, (C) such obligor has not defaulted on any ofits debts during the immediately preceding two year period and (D) the Issuer or theCollateral Manager on behalf of the Issuer shall, prior to or within thirty (30) days afterthe acquisition of such Collateral Obligation, submit to S&P all available Required S&PCredit Estimate Information in relation to such Collateral Obligation.

provided, that for purposes of the determination of the S&P Rating, (x) if the applicable ratingassigned by S&P to an obligor or its obligations is on "credit watch positive" by S&P, suchrating will be treated as being one subcategory above such assigned rating, (y) if the applicablerating assigned by S&P to an obligor or its obligations is on "credit watch negative" by S&P,such rating will be treated as being one subcategory below such assigned rating and (z) anyreference to the S&P rating in this definition will mean the public S&P rating and will notinclude any private or confidential S&P rating unless (1) the obligor and any other relevant party

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has provided written consent to S&P for the use of such rating; and (2) such rating is subject tocontinuous monitoring by S&P.

The S&P Rating of any Collateral Obligation that is a Current Pay Obligation whose issuerhas made a Distressed Exchange Offer will be determined as follows:

Subject to clause (d) below, if applicable, if the Collateral Obligation is and will(a)remain senior to the debt obligations on which the related Distressed Exchange Offer hasbeen made and the issuer is not subject to a bankruptcy proceeding, the issuer credit ratingof the issuer published by S&P of the Collateral Obligation is below "CCC-" as a result ofthe Distressed Exchange Offer and S&P has not published revised ratings following thecompletion or withdrawal of the Distressed Exchange Offer and:

there is an issue credit rating published by S&P for the Collateral Obligation and(i)

the Collateral Obligation has an S&P Asset Specific Recovery Rating of 1+,then the S&P Rating of such Collateral Obligation will be the higher of (x) threesubcategories below such issue credit rating and (y) "CCC-";

the Collateral Obligation has an S&P Asset Specific Recovery Rating of 1,then the S&P Rating of such Collateral Obligation will be the higher of (x) twosubcategories below such issue credit rating and (y) "CCC-";

the Collateral Obligation has an S&P Asset Specific Recovery Rating of 2,then the S&P Rating of such Collateral Obligation will be the higher of (x) onesubcategory below such issue credit rating and (y) "CCC-";

the Collateral Obligation has an S&P Asset Specific Recovery Rating of 3 or4, then the S&P Rating of such Collateral Obligation will be the higher of (x)such issue credit rating and (y) "CCC-";

the Collateral Obligation has an S&P Asset Specific Recovery Rating of 5,then the S&P Rating of such Collateral Obligation will be the higher of (x) onesubcategory above such issue credit rating and (y) "CCC-"; or

the Collateral Obligation has an S&P Asset Specific Recovery Rating of 6,then the S&P Rating of such Collateral Obligation will be the higher of (x) twosubcategories above such issue credit rating and (y) "CCC-"; or

there is either no issue credit rating or no S&P Asset Specific Recovery Rating(ii)for the Collateral Obligation, then the S&P Rating of such Collateral Obligations will be"CCC-";

Subject to clause (d) below, if applicable, if the Collateral Obligation is the debt(b)obligation on which the related Distressed Exchange Offer has been made, until S&Ppublishes revised ratings following the completion or withdrawal of the offer, the S&PRating of such Collateral Obligation will be "CCC-";

Subject to clause (d) below, if applicable, if the Collateral Obligation is subordinate(c)to the debt obligation on which the related Distressed Exchange Offer has been made, until

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S&P publishes revised ratings following the completion or withdrawal of the offer the S&PRating of such Collateral Obligation will be "CCC-";

If multiple Collateral Obligations have the same issuer and such issuer made a(d)Distressed Exchange Offer, the S&P Rating for each such Collateral Obligation will bedetermined as follows:

first, an S&P Rating for each such Collateral Obligation will be determined in(i)accordance with clauses (a), (b) and (c) of this definition;

second, the S&P Rating for each such Collateral Obligation determined in(ii)accordance with sub-clause (d)(i) above will be converted into "Rating Points" equivalentpursuant to the table set forth below:

S&P Rating "Rating Points"

"WeightedAverageRatingPoints"

AAA 1 1AA+ 2 2AA 3 3AA- 4 4A+ 5 5A 6 6A- 7 7

BBB+ 8 8BBB 9 9BBB- 10 10BB+ 11 11BB 12 12BB- 13 13B+ 14 14B 15 15B- 16 16

CCC+ 17 17CCC 18 18CCC- 19 19

third, "Weighted Average Rating Points" for each such Collateral Obligation will(iii)be calculated by dividing "X" by "Y" where:

"X" will equal the sum of each of the products obtained by multiplying the RatingPoints of each such Collateral Obligation by the Collateral Principal Amount ofsuch Collateral Obligation, and

"Y" will equal the Aggregate Principal Balance of all the Collateral Obligationssubject to the same Distressed Exchange Offer;

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fourth, the "Weighted Average Rating Points" determined in accordance with(iv)sub-clause (d)(iii) above will be rounded to the nearest whole number and converted intoan S&P Rating by matching the "Weighted Average Rating Points" of such CollateralObligation with the S&P Rating set forth in the table in sub-clause (d)(ii) above. TheS&P Rating that matches the "Weighted Average Rating Points" for such CollateralObligations will be the S&P Rating for each Collateral Obligation for which an S&PRating is required to be determined pursuant to this clause (d).

"Required S&P Credit Estimate Information": S&P's "Credit Estimate InformationRequirements" dated April 2011 and any other available information S&P reasonably requests inorder to produce a credit estimate for a particular asset.

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S&P Recovery Rate Tables

If a Collateral Obligation has an S&P Asset Specific Recovery Rating, the S&P(a)Recovery Rate for such Collateral Obligation will be the applicable percentage set forth inTable 1 below, based on such S&P Asset Specific Recovery Rating and the applicable Classof Note:

Table 1: S&P Recovery Rates For Collateral Obligations With S&P Asset Specific Recovery Ratings*

S&P Asset SpecificRecovery Rating of

a CollateralObligation

Range fromPublishedReports* Initial Liability Rating

"AAA" "AA" "A" "BBB" "BB""B" and"CCC"

1+ (100%) 100 7575.0% 8585.0% 8888.0% 9090.0% 9292.0% 9595.0%

1 (95%) 9095-10099 6570.0% 7580.0% 8084.0% 8587.5% 9091.0% 9595.0%

2 1(90%) 80-90-94 6065.0% 7075.0% 7580.0% 8185.0% 8690.0% 9095.0%

2 (85%)7085-80 or not

published895062.5% 6072.5% 6677.5% 7383.0% 7988.0% 8092.0%

3 2(80%) 6080-7084 4060.0% 5070.0% 5675.0% 6381.0% 6786.0% 7089.0%

3 2(75%)5075-60 or not

published793055.0% 4065.0% 4670.5% 5377.0% 5982.5% 6084.0%

4 2(70%) 4070-5074 2750.0% 3560.0% 4266.0% 4673.0% 4879.0% 5079.0%

4 3(65%)3065-40 or not

published692045.0% 2655.0% 3361.0% 3968.0% 4073.0% 4074.0%

5 3(60%) 2060-3064 1540.0% 2050.0% 2456.0% 2663.0% 2867.0% 3069.0%

5 3(55%)1055-20 or not

published59535.0% 1045.0% 1551.0% 2058.0% 2063.0% 2064.0%

6 3(50%) 050-1054 230.0% 440.0% 646.0% 853.0% 1059.0% 1059.0%

4(45%) 45-49 28.5% 37.5% 44.0% 49.5% 53.5% 54.0%

4(40%) 40-44 27.0% 35.0% 42.0% 46.0% 48.0% 49.0%

4(35%) 35-39 23.5% 30.5% 37.5% 42.5% 43.5% 44.0%

4(30%) 30-34 20.0% 26.0% 33.0% 39.0% 39.0% 39.0%

5(25%) 25-29 17.5% 23.0% 28.5% 32.5% 33.5% 34.0%

5(20%) 20-24 15.0% 20.0% 24.0% 26.0% 28.0% 29.0%

5(15%) 15-19 10.0% 15.0% 19.5% 22.5% 23.5% 24.0%

5(10%) 10-14 5.0% 10.0% 15.0% 19.0% 19.0% 19.0%

6(5%) 5-9 3.5% 7.0% 10.0% 13.5% 14.0% 14.0%

6(0%) 0-4 2.0% 4.0% 6.0% 8.0% 9.0% 9.0%

Recovery rate

* From S&P's published reports. If a recovery range is not available for a given loanwith a recovery rating of '2' through '5'; the lower range for the applicable recovery ratingshould be assumed.

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If a Collateral Obligation is senior unsecured debt or subordinate debt and does not(b)have an S&P Asset Specific Recovery Rating but the same issuer has other debt obligationsthat rank senior, the S&P Recovery Rate for such Collateral Obligation will be the applicablepercentage set forth in Tables 2 and 3 below:

Table 2: Recovery Rates for Senior Unsecured Assets Junior to Assets with Recovery Ratings

S&PRecoveryRate forSecured

Notes rated"AAA"

S&PRecoveryRate forSecured

Notes rated"AA"

S&PRecoveryRate forSecured

Notes rated"A"

S&PRecoveryRate forSecured

Notes rated"BBB"

S&PRecoveryRate forSecured

Notes rated"BB"

S&P RecoveryRate for SecuredNotes rated "B"

and "CCC"

Senior AssetRecovery

RateRating(%) (%) (%) (%) (%) (%)

Group 1A

1+ 18 20 23 26 29 31

1 18 20 23 26 29 31

2 18 20 23 26 29 31

3 12 15 18 21 22 23

4 5 8 11 13 14 15

5 2 4 6 8 9 10

6 -- -- -- -- -- --

Group 2B1+ 16 18 21 24 27 291 16 18 21 24 27 292 16 18 21 24 27 293 10 13 15 18 19 20

1+ 13 16 18 21 23 25

1 13 16 18 21 23 25

2 13 16 18 21 23 25

3 8 11 13 15 16 17

4 5 5 5 5 5 5

5 2 2 2 2 2 2

6 -- -- -- -- -- --

Group 3C1+ 13 16 18 21 23 251 13 16 18 21 23 252 13 16 18 21 23 253 8 11 13 15 16 17

1+ 10 12 14 16 18 20

1 10 12 14 16 18 20

2 10 12 14 16 18 20

43 5 57 59 510 511 512

54 2 2 2 2 2 2

5 -- -- -- -- -- --

6 -- -- -- -- -- --

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Table 3: Recovery Rates for Subordinated Assets Junior to Assets with Recovery Ratings

Senior Asset Recovery Rate

S&PRecoveryRate forSecured

Notes rated"AAA"

S&PRecoveryRate for

Secured Notesrated "AA"

S&PRecoveryRate for

Secured Notesrated "A"

S&PRecoveryRate for

Secured Notesrated "BBB"

S&PRecoveryRate for

Secured Notesrated "BB"

S&PRecoveryRate for

Secured Notesrated "B"

and "CCC"Group 1Senior

Asset Recovery

Rating

(%) (%) (%) (%) (%) (%)

1+Group A and Group B

8 8 8 8 8 8

1+ 8 8 8 8 8 8

21 8 8 8 8 8 8

2 8 8 8 8 8 8

3 5 5 5 5 5 5

4 2 2 2 2 2 2

5 -- -- -- -- -- --

6 -- -- -- -- -- --

Group C

1+ 5 5 5 5 5 5

1 5 5 5 5 5 5

2 5 5 5 5 5 5

3 2 2 2 2 2 2

4 -- -- -- -- -- --

5 -- -- -- -- -- --

6 -- -- -- -- -- --

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In all other cases, as applicable, based on the applicable Class of Note, the S&P(c)Recovery Rate for such Collateral Obligation will be the applicable percentage set forth inTable 4 below:

Table 4: Tiered Corporate Recovery Rates (By Asset Class And Class of Notes)*

S&PRecoveryRate forSecured

Notes rated"AAA"

S&PRecoveryRate forSecured

Notes rated"AA"

S&PRecoveryRate forSecured

Notes rated"A"

S&P RecoveryRate for

Secured Notesrated "BBB"

S&P RecoveryRate for

Secured Notesrated "BB"

S&P RecoveryRate for

Secured Notesrated "B" and

"CCC"

(%) (%) (%) (%) (%) (%)

Senior secured first-lien (%)**

Group 1A 50 55 59 63 75 79

Group 2B 4539 4942 5346 5849 7060 7463Group 3 39 42 46 49 60 63

Group 4C 17 19 27 29 31 34

Senior secured cov-lite loans (%)

Group 1A 41 46 49 53 63 67

Group 2B 3732 4135 4439 4941 5950 6253Group 3 32 35 39 41 50 53

Group 4C 17 19 27 29 31 34

Mezzanine/ second-lien (including First-LienLast-Out Loans)/senior unsecured loans (%)***Group 1A 18 20 23 26 29 31

Group 2B 1613 1816 2118 2421 2723 2925Group 3 13 16 18 21 23 25

Group 4C 10 12 14 16 18 20

Subordinated loans (%)

Group 1A 8 8 8 8 8 8

Group 2B 108 108 108 108 108 108

Group 3C 95 95 95 95 95 95Group 4 5 5 5 5 5 5

Group 1: Hong Kong, Norway, Singapore, Sweden, U.K., Ireland, Finland, Denmark, Netherlands,A: Australia, and New ZealandGroup 2: Austria, Belgium, Canada, Denmark, Finland, France, Germany, Austria, PortugalHong Kong, Ireland, Israel, Japan, Luxembourg, South AfricaThe Netherlands, Norway, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, Canada, Israel, JapanU.K. and UnitedStates of America

Group 3: France, ItalyB: Brazil, Dubai International Finance Centre, Greece, South Korea, Taiwan, BrazilItaly, Mexico, SpainSouth Africa, Turkey and United Arab Emirates

Group 4:C: India, Indonesia, Kazakhstan, Russia, Ukraine and others not included in Group 1, Group 2 or Group 3Vietnam

* The S&P Recovery Rate will be the applicable rate set forth above based on the applicable Class of Secured Notes andthe rating thereof as of the Closing Date.

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** Solely for the purpose of determining the S&P Recovery Rate for such loan, no loan will constitute a "Senior SecuredLoan" unless such loan (a) is secured by a valid first priority security interest in collateral, (b) in the Collateral Manager'scommercially reasonable judgment (with such determination being made in good faith by the Collateral Manager at thetime of such loan's purchase and based upon information reasonably available to the Collateral Manager at such time andwithout any requirement of additional investigation beyond the Collateral Manager's customary credit reviewprocedures), is secured by specified collateral that has a value not less than an amount equal to the sum of (i) theaggregate principal balance of all loans senior or pari passu to such loans and (ii) the outstanding principal balance ofsuch loan, which value may be derived from, among other things, the enterprise value (including equity and goodwill) ofthe issuer of such loan; provided that the terms of this footnote may be amended or revised at any time by a writtenagreement of the Issuer and the Collateral Manager upon written notice to the Trustee and the Collateral Administrator(without the consent of any holder of any Note), subject to the satisfaction of the S&P Rating Condition, in order toconform to S&P then-current criteria for such loans and (c) is not subordinate to any other obligation; provided, further,that if the value of such loan is primarily derived from the enterprise value of the issuer of such loan or such loan issecured solely or primarily by common stock or other equity interests, such loan will have either (1) the S&P RecoveryRate specified for Senior Unsecured Loans in the table above, or (2) the S&P Recovery Rate determined by S&P on acase by case basis.

*** Solely for the purpose of determining the S&P Recovery Rate for such loan, the aggregate principal balance of all SeniorUnsecured Loans and Second Lien Loans (including First-Lien Last-Out Loans) that, in the aggregate, represent up to15% of the Collateral Principal Amount will have the S&P Recovery Rate specified for Senior Unsecured Loans andSecond Lien Loans (including First-Lien Last-Out Loans) in the table above and the aggregate principal balance of allSenior Unsecured Loans and Second Lien Loans (including First-Lien Last-Out Loans) in excess of 15% of the CollateralPrincipal Amount will have the S&P Recovery Rate specified for Subordinated Loans in the table above.

**** As determined by S&P on a case by case basis.

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SCHEDULE 6

S&P Non-Model Version CDO Monitor Definitions

If so elected by the Collateral Manager by written notice to the Issuer, theCollateral Administrator, the Trustee and S&P, the S&P CDO Monitor Test shall be defined asfollows:

The "S&P CDO Monitor Test" will be satisfied on any date of determination onor after the Effective Date and during the Reinvestment Period following receipt by theCollateral Manager or the Collateral Administrator from S&P of the S&P CDO Monitor InputFile to the S&P CDO Monitor if, after giving effect to the purchase of any additional CollateralObligation, the S&P CDO Monitor Adjusted BDR is equal to or greater than the S&P CDOMonitor SDR. The S&P CDO Monitor Test shall only be applicable to the junior-most Class ofNotes rated "AAA".

As used for purposes of the S&P CDO Monitor Test, the following terms shallhave the meanings set forth below:

"S&P CDO Monitor Adjusted BDR" means the threshold value for the S&PCDO Monitor Test, calculated as a percentage by adjusting the S&P CDO Monitor BDR forchanges in the Principal Balance of the Collateral Obligations relative to the ReinvestmentTarget Par Balance as follows:

S&P CDO Monitor BDR * (OP / NP) + (NP - OP) / [NP * (1 – Weighted AverageS&P Recovery Rate)], where OP = Aggregate Ramp-Up Par Amount; and NP = the sum of theAggregate Principal Balances of the Collateral Obligations with an S&P Rating of "CCC-" orhigher, Principal Proceeds, and the sum of the lower of S&P Recovery Amount or the MarketValue of each obligation with an S&P Rating below "CCC-".

"S&P CDO Monitor BDR" means the value calculated using the formulaprovided in the S&P CDO Monitor Input File.

"S&P CDO Monitor Input File" means a file containing the formula relating tothe Issuer's portfolio used to calculate the S&P CDO Monitor BDR, which formula is: S&PCDO Monitor BDR = C0 + (C1 * Weighted Average Floating Spread) + (C2 * WeightedAverage S&P Recovery Rate), where C0 = 0.132159,[•], C1 = 3.387857[•] and C2 =0.986425.[•]. C0, C1 and C2 will not change unless S&P provides an updated S&P CDOMonitor Input File at the request of the Collateral Manager following the Closing Date.

"S&P CDO Monitor SDR" means the percentage derived from the followingequation: 0.329915 + (1.210322 * EPDR) – (0.586627 * DRD) + (2.538684 /ODM) +(0.216729 / IDM) + (0.0575539 / RDM) – (0.0136662 * WAL), where EPDR is the S&PExpected Portfolio Default Rate; DRD is the S&P Default Rate Dispersion; ODM is the S&PObligor Diversity Measure; IDM is the S&P Industry Diversity Measure; RDM is the S&PRegional Diversity Measure; and WAL is the S&P Weighted Average Life

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"S&P Default Rate" means, with respect to all Collateral Obligations with anS&P Rating of "CCC-" or higher, the default rate determined in accordance with Table 1 belowusing such Collateral Obligation's S&P Rating and the number of years to maturity (determinedusing linear interpolation if the number of years to maturity is not an integer).

"S&P Default Rate Dispersion" means, with respect to all Collateral Obligationswith an S&P Rating of "CCC-" or higher, (A) the sum of the product of (i) the Principal Balanceof each such Collateral Obligation and (ii) the absolute value of (x) the S&P Default Rate minus(y) the S&P Expected Portfolio Default Rate divided by (B) the Aggregate Principal Balance forall such Collateral Obligations.

"S&P Expected Portfolio Default Rate" means, with respect to all CollateralObligations with an S&P Rating of "CCC-" or higher, (i) the sum of the product of (x) thePrincipal Balance of each such Collateral Obligation and (y) the S&P Default Rate divided by(ii) the Aggregate Principal Balance for all such Collateral Obligations.

"S&P Industry Diversity Measure" means a measure calculated by determiningthe Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of "CCC-" orhigher) within each S&P Industry Classification in the portfolio, then dividing each of theseamounts by the Aggregate Principal Balance of the Collateral Obligations (with an S&P Ratingof "CCC-" or higher) from all the S&P Industry Classifications in the portfolio, squaring theresult for each industry, then taking the reciprocal of the sum of these squares.

"S&P Obligor Diversity Measure" means a measure calculated by determiningthe Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of "CCC-" orhigher) from each obligor and its affiliates, then dividing each such Aggregate Principal Balanceby the Aggregate Principal Balance of Collateral Obligations (with an S&P Rating of "CCC-" orhigher) from all the obligors in the portfolio, then squaring the result for each obligor, thentaking the reciprocal of the sum of these squares.

"S&P Regional Diversity Measure" means a measure calculated by determiningthe Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of "CCC-" orhigher) within each S&P region set forth in Table 2 below, then dividing each of these amountsby the Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of"CCC-" or higher) from all S&P regions in the portfolio, squaring the result for each region, thentaking the reciprocal of the sum of these squares.

"S&P Weighted Average Life" means, on any date of determination, a numbercalculated by determining the number of years between the current date and the maturity date ofeach Collateral Obligation (with an S&P Rating of "CCC-" or higher), multiplying eachCollateral Obligation's Principal Balance by its number of years, summing the results of allCollateral Obligations in the portfolio, and dividing such amount by the Aggregate PrincipalBalance of all Collateral Obligations (with an S&P Rating of "CCC-" or higher).

Table 1

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Tenor

Rating

AAA AA+ AA AA- A+ A A- BBB+ BBB BBB-

0 0 0 0 0 0 0 0 0 0 0

1 0.003249 0.008324 0.017659 0.049443 0.100435 0.198336 0.305284 0.403669 0.461619 0.524294

2 0.015699 0.036996 0.073622 0.139938 0.257400 0.452472 0.667329 0.892889 1.091719 1.445989

3 0.041484 0.091325 0.172278 0.276841 0.474538 0.770505 1.100045 1.484175 1.895696 2.702054

4 0.084784 0.176281 0.317753 0.464897 0.755269 1.158808 1.613532 2.186032 2.867799 4.229668

5 0.149746 0.296441 0.513749 0.708173 1.102407 1.621846 2.213969 3.000396 3.994693 5.969443

6 0.240402 0.455938 0.763415 1.009969 1.517930 2.162163 2.903924 3.924151 5.258484 7.867654

7 0.360599 0.658408 1.069266 1.372767 2.002861 2.780489 3.682872 4.950544 6.639097 9.8774428 0.513925 0.906953 1.433135 1.798206 2.557255 3.475934 4.547804 6.070420 8.116014 11.959164

9 0.703660 1.204112 1.856168 2.287090 3.180245 4.246223 5.493831 7.273226 9.669463 14.080160

10 0.932722 1.551859 2.338835 2.839430 3.870134 5.087962 6.514747 8.547804 11.281152 16.214169

11 1.203636 1.951593 2.880967 3.454496 4.624506 5.996889 7.603506 9.882975 12.934676 18.340556

12 1.518511 2.404163 3.481806 4.130896 5.440351 6.968119 8.752625 11.267955 14.615674 20.443492

13 1.879017 2.909885 4.140061 4.866660 6.314188 7.996356 9.954495 12.692626 16.311827 22.511146

14 2.286393 3.468577 4.853976 5.659322 7.242183 9.076083 11.201627 14.147698 18.012750 24.534955

15 2.741441 4.079595 5.621395 6.506018 8.220258 10.201710 12.486816 15.624793 19.709826 26.508977

16 3.244545 4.741882 6.439830 7.403564 9.244188 11.367700 13.803266 17.116461 21.396011 28.429339

17 3.795687 5.454010 7.306523 8.348542 10.309683 12.568668 15.144662 18.616162 23.065636 30.293780

18 4.394473 6.214227 8.218512 9.337373 11.412464 13.799448 16.505206 20.118217 24.714212 32.101269

19 5.040161 7.020506 9.172684 10.366381 12.548315 15.055145 17.879633 21.617740 26.338248 33.851709

20 5.731690 7.870595 10.165829 11.431855 13.713133 16.331168 19.263208 23.110574 27.935091 35.545692

21 6.467720 8.762054 11.194685 12.530097 14.902967 17.623250 20.651699 24.593206 29.502784 37.184306

22 7.246658 9.692304 12.255978 13.657463 16.114039 18.927451 22.041357 26.062700 31.039941 38.768990

23 8.066698 10.658664 13.346459 14.810401 17.342769 20.240163 23.428880 27.516624 32.545643 40.301420

24 8.925853 11.658386 14.462930 15.985473 18.585784 21.558096 24.811375 28.952986 34.019346 41.783417

25 9.821992 12.688687 15.602275 17.179384 19.839925 22.878270 26.186325 30.370173 35.460813 43.216885

26 10.752863 13.746781 16.761474 18.388990 21.102252 24.197998 27.551553 31.766900 36.870044 44.603759

27 11.716131 14.829898 17.937621 19.611314 22.370042 25.514868 28.905184 33.142161 38.247233 45.945970

28 12.709401 15.935312 19.127936 20.843553 23.640779 26.826725 30.245615 34.495190 39.592717 47.245417

29 13.730244 17.060358 20.329775 22.083077 24.912158 28.131652 31.571487 35.825422 40.906950 48.503948

30 14.776220 18.202443 21.540635 23.327436 26.182066 29.427952 32.881653 37.132462 42.190470 49.723352

Tenor

Rating

BB+ BB BB- B+ B B- CCC+ CCC CCC-

0 0 0 0 0 0 0 0 0 0

1 1.051627 2.109451 2.600238 3.221175 7.848052 10.882127 15.688600 20.494984 25.301275

2 2.499656 4.644348 5.872070 7.597534 14.781994 20.010198 28.039819 34.622676 40.104827

3 4.296729 7.475880 9.536299 12.379110 20.934989 27.616832 37.429809 44.486183 49.823181

4 6.375706 10.488373 13.369967 17.163869 26.396576 33.956728 44.585491 51.602827 56.644894

5 8.664544 13.586821 17.214556 21.748448 31.246336 39.272130 50.135335 56.922985 61.661407

6 11.095356 16.697807 20.966483 26.041061 35.559617 43.770645 54.540771 61.035699 65.491579

7 13.609032 19.767400 24.563596 30.011114 39.406428 47.620000 58.122986 64.312999 68.512300

-286-

Tenor

Rating

BB+ BB BB- B+ B B- CCC+ CCC CCC-

8 16.156890 22.757944 27.972842 33.660308 42.849805 50.951513 61.102369 66.995611 70.963159

9 18.700581 25.644678 31.180555 37.006268 45.945037 53.866495 63.630626 69.243071 73.001159

10 21.211084 28.412675 34.185384 40.073439 48.739741 56.442784 65.813448 71.163565 74.731801

11 23.667314 31.054264 36.993388 42.888153 51.274446 58.740339 67.725700 72.832114 76.227640

12 26.054666 33.566968 39.614764 45.476090 53.583431 60.805678 69.421440 74.301912 77.539705

13 28.363660 35.951906 42.061729 47.861084 55.695612 62.675243 70.940493 75.611515 78.704697

14 30.588762 38.212600 44.347194 50.064659 57.635391 64.377918 72.312813 76.789485 79.749592

15 32.727407 40.354091 46.483968 52.105958 59.423407 65.936872 73.561381 77.857439 80.694661

16 34.779204 42.382307 48.484306 54.001869 61.077177 67.370926 74.704179 78.832075 81.555449

17 36.745314 44.303617 50.359673 55.767228 62.611640 68.695550 75.755528 79.726540 82.344119

18 38.627975 46.124519 52.120647 57.415059 64.039598 69.923606 76.727026 80.551376 83.070367

19 40.430133 47.851440 53.776900 58.956797 65.372082 71.065901 77.628212 81.315171 83.742047

20 42.155172 49.490597 55.337225 60.402500 66.618643 72.131608 78.467035 82.025027 84.365628

21 43.806716 51.047918 56.809591 61.761037 67.787598 73.128577 79.250199 82.686894 84.946502

22 45.388482 52.528995 58.201208 63.040250 68.886224 74.063579 79.983418 83.305814 85.489225

23 46.904180 53.939064 59.518589 64.247092 69.920916 74.942503 80.671609 83.886103 85.997683

24 48.357444 55.282998 60.767623 65.387746 70.897320 75.770492 81.319036 84.431487 86.475223

25 49.751780 56.565320 61.953636 66.467726 71.820441 76.552075 81.929422 84.945209 86.924750

26 51.090543 57.790210 63.081447 67.491964 72.694731 77.291249 82.506039 85.430110 87.348805

27 52.376916 58.961526 64.155419 68.464885 73.524165 77.991566 83.051779 85.888693 87.749621

28 53.613901 60.082826 65.179512 69.390464 74.312302 78.656191 83.569207 86.323175 88.129173

29 54.804319 61.157385 66.157321 70.272285 75.062339 79.287952 84.060611 86.735528 88.489217

30 55.950815 62.188218 67.092112 71.113583 75.777155 79.889391 84.528038 87.127511 88.831318

Table 2

RegionCode Region Name Country

Code Country Name

17 Africa: Eastern 253 Djibouti

17 Africa: Eastern 291 Eritrea

17 Africa: Eastern 251 Ethiopia

17 Africa: Eastern 254 Kenya

17 Africa: Eastern 252 Somalia

17 Africa: Eastern 249 Sudan

12 Africa: Southern 247 Ascension

12 Africa: Southern 267 Botswana

12 Africa: Southern 266 Lesotho

12 Africa: Southern 230 Mauritius

12 Africa: Southern 264 Namibia

12 Africa: Southern 248 Seychelles

12 Africa: Southern 27 South Africa

12 Africa: Southern 290 St. Helena

-287-

RegionCode Region Name Country

Code Country Name

12 Africa: Southern 268 Swaziland

13 Africa: Sub-Saharan 244 Angola

13 Africa: Sub-Saharan 226 Burkina Faso

13 Africa: Sub-Saharan 257 Burundi

13 Africa: Sub-Saharan 225 Cote d'lvoire

13 Africa: Sub-Saharan 240 Equatorial Guinea

13 Africa: Sub-Saharan 241 Gabonese Republic

13 Africa: Sub-Saharan 220 Gambia

13 Africa: Sub-Saharan 233 Ghana

13 Africa: Sub-Saharan 224 Guinea

13 Africa: Sub-Saharan 245 Guinea-Bissau

13 Africa: Sub-Saharan 231 Liberia

13 Africa: Sub-Saharan 261 Madagascar

13 Africa: Sub-Saharan 265 Malawi

13 Africa: Sub-Saharan 223 Mali

13 Africa: Sub-Saharan 222 Mauritania

13 Africa: Sub-Saharan 258 Mozambique

13 Africa: Sub-Saharan 227 Niger

13 Africa: Sub-Saharan 234 Nigeria

13 Africa: Sub-Saharan 250 Rwanda

13 Africa: Sub-Saharan 239 Sao Tome & Principe

13 Africa: Sub-Saharan 221 Senegal

13 Africa: Sub-Saharan 232 Sierra Leone

13 Africa: Sub-Saharan 255 Tanzania/Zanzibar

13 Africa: Sub-Saharan 228 Togo

13 Africa: Sub-Saharan 256 Uganda

13 Africa: Sub-Saharan 260 Zambia

13 Africa: Sub-Saharan 263 Zimbabwe

13 Africa: Sub-Saharan 229 Benin

13 Africa: Sub-Saharan 237 Cameroon

13 Africa: Sub-Saharan 238 Cape Verde Islands

13 Africa: Sub-Saharan 236 Central African Republic

13 Africa: Sub-Saharan 235 Chad

13 Africa: Sub-Saharan 269 Comoros

13 Africa: Sub-Saharan 242 Congo-Brazzaville

13 Africa: Sub-Saharan 243 Congo-Kinshasa

3 Americas: Andean 591 Bolivia

3 Americas: Andean 57 Colombia

3 Americas: Andean 593 Ecuador

3 Americas: Andean 51 Peru

3 Americas: Andean 58 Venezuela

4 Americas: Mercosur and Southern Cone 54 Argentina

-288-

RegionCode Region Name Country

Code Country Name

4 Americas: Mercosur and Southern Cone 55 Brazil

4 Americas: Mercosur and Southern Cone 56 Chile

4 Americas: Mercosur and Southern Cone 595 Paraguay

4 Americas: Mercosur and Southern Cone 598 Uruguay

1 Americas: Mexico 52 Mexico

2 Americas: Other Central and Caribbean 1264 Anguilla

2 Americas: Other Central and Caribbean 1268 Antigua

2 Americas: Other Central and Caribbean 1242 Bahamas

2 Americas: Other Central and Caribbean 246 Barbados

2 Americas: Other Central and Caribbean 501 Belize

2 Americas: Other Central and Caribbean 441 Bermuda

2 Americas: Other Central and Caribbean 284 British Virgin Islands

2 Americas: Other Central and Caribbean 345 Cayman Islands

2 Americas: Other Central and Caribbean 506 Costa Rica

2 Americas: Other Central and Caribbean 809 Dominican Republic

2 Americas: Other Central and Caribbean 503 El Salvador

2 Americas: Other Central and Caribbean 473 Grenada

2 Americas: Other Central and Caribbean 590 Guadeloupe

2 Americas: Other Central and Caribbean 502 Guatemala

2 Americas: Other Central and Caribbean 504 Honduras

2 Americas: Other Central and Caribbean 876 Jamaica

2 Americas: Other Central and Caribbean 596 Martinique

2 Americas: Other Central and Caribbean 505 Nicaragua

2 Americas: Other Central and Caribbean 507 Panama

2 Americas: Other Central and Caribbean 869 St. Kitts/Nevis

2 Americas: Other Central and Caribbean 758 St. Lucia

2 Americas: Other Central and Caribbean 784 St. Vincent & Grenadines

2 Americas: Other Central and Caribbean 597 Suriname

2 Americas: Other Central and Caribbean 868 Trinidad& Tobago

2 Americas: Other Central and Caribbean 649 Turks & Caicos

2 Americas: Other Central and Caribbean 297 Aruba

2 Americas: Other Central and Caribbean 53 Cuba

2 Americas: Other Central and Caribbean 599 Curacao

2 Americas: Other Central and Caribbean 767 Dominica

2 Americas: Other Central and Caribbean 594 French Guiana

2 Americas: Other Central and Caribbean 592 Guyana

2 Americas: Other Central and Caribbean 509 Haiti

2 Americas: Other Central and Caribbean 664 Montserrat

101 Americas: U.S. and Canada 2 Canada

101 Americas: U.S. and Canada 1 USA

7 Asia: China, Hong Kong, Taiwan 86 China

7 Asia: China, Hong Kong, Taiwan 852 Hong Kong

-289-

RegionCode Region Name Country

Code Country Name

7 Asia: China, Hong Kong, Taiwan 886 Taiwan

5 Asia: India, Pakistan and Afghanistan 93 Afghanistan

5 Asia: India, Pakistan and Afghanistan 91 India

5 Asia: India, Pakistan and Afghanistan 92 Pakistan

6 Asia: Other South 880 Bangladesh

6 Asia: Other South 975 Bhutan

6 Asia: Other South 960 Maldives

6 Asia: Other South 977 Nepal

6 Asia: Other South 94 Sri Lanka

8 Asia: Southeast, Korea and Japan 673 Brunei

8 Asia: Southeast, Korea and Japan 855 Cambodia

8 Asia: Southeast, Korea and Japan 62 Indonesia

8 Asia: Southeast, Korea and Japan 81 Japan

8 Asia: Southeast, Korea and Japan 856 Laos

8 Asia: Southeast, Korea and Japan 60 Malaysia

8 Asia: Southeast, Korea and Japan 95 Myanmar

8 Asia: Southeast, Korea and Japan 850 North Korea

8 Asia: Southeast, Korea and Japan 63 Philippines

8 Asia: Southeast, Korea and Japan 65 Singapore

8 Asia: Southeast, Korea and Japan 82 South Korea

8 Asia: Southeast, Korea and Japan 66 Thailand

8 Asia: Southeast, Korea and Japan 84 Vietnam

8 Asia: Southeast, Korea and Japan 670 East Timor

105 Asia-Pacific: Australia and New Zealand 61 Australia

105 Asia-Pacific: Australia and New Zealand 682 Cook Islands

105 Asia-Pacific: Australia and New Zealand 64 New Zealand

9 Asia-Pacific: Islands 679 Fiji

9 Asia-Pacific: Islands 689 French Polynesia

9 Asia-Pacific: Islands 686 Kiribati

9 Asia-Pacific: Islands 691 Micronesia

9 Asia-Pacific: Islands 674 Nauru

9 Asia-Pacific: Islands 687 New Caledonia

9 Asia-Pacific: Islands 680 Palau

9 Asia-Pacific: Islands 675 Papua New Guinea

9 Asia-Pacific: Islands 685 Samoa

9 Asia-Pacific: Islands 677 Solomon Islands

9 Asia-Pacific: Islands 676 Tonga

9 Asia-Pacific: Islands 688 Tuvalu

9 Asia-Pacific: Islands 678 Vanuatu

15 Europe: Central 420 Czech Republic

15 Europe: Central 372 Estonia

15 Europe: Central 36 Hungary

-290-

RegionCode Region Name Country

Code Country Name

15 Europe: Central 371 Latvia

15 Europe: Central 370 Lithuania

15 Europe: Central 48 Poland

15 Europe: Central 421 Slovak Republic

16 Europe: Eastern 355 Albania

16 Europe: Eastern 387 Bosnia and Herzegovina

16 Europe: Eastern 359 Bulgaria

16 Europe: Eastern 385 Croatia

16 Europe: Eastern 383 Kosovo

16 Europe: Eastern 389 Macedonia

16 Europe: Eastern 382 Montenegro

16 Europe: Eastern 40 Romania

16 Europe. Eastern 381 Serbia

16 Europe: Eastern 90 Turkey

14 Europe: Russia & CIS 374 Armenia

14 Europe: Russia & CIS 994 Azerbaijan

14 Europe: Russia & CIS 375 Belarus

14 Europe: Russia & CIS 995 Georgia

14 Europe: Russia & CIS 8 Kazakhstan

14 Europe: Russia & CIS 996 Kyrgyzstan

14 Europe: Russia & CIS 373 Moldova

14 Europe: Russia & CIS 976 Mongolia

14 Europe: Russia & CIS 7 Russia

14 Europe: Russia & CIS 992 Tajikistan

14 Europe: Russia & CIS 993 Turkmenistan

14 Europe: Russia & CIS 380 Ukraine

14 Europe: Russia & CIS 998 Uzbekistan

102 Europe: Western 376 Andorra

102 Europe: Western 43 Austria

102 Europe: Western 32 Belgium

102 Europe: Western 357 Cyprus

102 Europe: Western 45 Denmark

102 Europe: Western 358 Finland

102 Europe: Western 33 France

102 Europe: Western 49 Germany

102 Europe: Western 30 Greece

102 Europe: Western 354 Iceland

102 Europe: Western 353 Ireland

102 Europe: Western 101 Isle of Man

102 Europe: Western 39 Italy

102 Europe: Western 102 Liechtenstein

102 Europe: Western 352 Luxembourg

-291-

RegionCode Region Name Country

Code Country Name

102 Europe: Western 356 Malta

102 Europe: Western 377 Monaco

102 Europe: Western 31 Netherlands

102 Europe: Western 47 Norway

102 Europe: Western 351 Portugal

102 Europe: Western 386 Slovenia

102 Europe: Western 34 Spain

102 Europe: Western 46 Sweden

102 Europe: Western 41 Switzerland

102 Europe: Western 44 United Kingdom

10 Middle East: Gulf States 973 Bahrain

10 Middle East: Gulf States 98 Iran

10 Middle East: Gulf States 964 Iraq

10 Middle East: Gulf States 965 Kuwait

10 Middle East: Gulf States 968 Oman

10 Middle East: Gulf States 974 Qatar

10 Middle East: Gulf States 966 Saudi Arabia

10 Middle East: Gulf States 971 United Arab Emirates

10 Middle East: Gulf States 967 Yemen

11 Middle East: MENA 213 Algeria

11 Middle East: MENA 20 Egypt

11 Middle East: MENA 972 Israel

11 Middle East MENA 962 Jordan

11 Middle East: MENA 961 Lebanon

11 Middle East: MENA 212 Morocco

11 Middle East: MENA 970 Palestinian Settlements

11 Middle East: MENA 963 Syrian Arab Republic

11 Middle East: MENA 216 Tunisia

11 Middle East: MENA 1212 Western Sahara

11 Middle East: MENA 218 Libya

-292-

LEGAL_US_E # 134468040.17 93667.00101

Annex B

Indenture Exhibits

Draft (v2) 6-6-18

EXHIBIT A

FORMS OF NOTES

EXH. A1-1

EXHIBIT A1

FORM OF

[RULE 144A][REGULATION S] GLOBAL SECURED NOTE representing

CLASS [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] [SENIOR] SECURED [DEFERRABLE] FLOATING RATE NOTES DUE 2030

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A "QUALIFIED PURCHASER" (WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER) THAT IS EITHER (1) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(I)(D) OR (A)(1)(I)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(I)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES, AND NOT THE FIDUCIARY, TRUSTEE OR SPONSOR, OF THE PLAN OR (2) AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) OR (B) TO A PERSON THAT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS NOTE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH REGULATION, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION. THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL [(A)] ANY BENEFICIAL OWNER OF AN INTEREST IN A GLOBAL NOTE (AS DEFINED IN THE INDENTURE) THAT IS A U.S. PERSON AND IS NOT A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER [AND (B) ANY HOLDER WHICH DOES NOT CONSENT TO A RE-PRICING WITH RESPECT TO ITS NOTES PURSUANT TO THE APPLICABLE TERMS OF THE INDENTURE]1 TO SELL ITS INTEREST IN THE NOTES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

1 Applicable to the Class A-2-R Notes, Class B-R Notes, the Class C-R Notes, the Class D-R Notes, the Class E-R and the Class F-R Notes.

EXH. A1-2

[THE PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE (OR ANY INTEREST HEREIN) THAT EITHER (A) IT IS NOT AND IS NOT ACQUIRING THIS NOTE (OR INTEREST HEREIN) BY OR ON BEHALF OF AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS UNDER TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (EACH A "BENEFIT PLAN INVESTOR"), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY STATE, LOCAL, NON-U.S. OR OTHER LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("OTHER PLAN LAW") OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF OTHER PLAN LAW. EACH BENEFICIAL OWNER OF THIS NOTE WILL BE REQUIRED OR WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.6 OF THE INDENTURE. ANY PURPORTED TRANSFER OF THE NOTE IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF THIS NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.]2

[THE PURCHASER OR TRANSFEREE OF AN INTEREST IN A CLASS [E-R][F-R] NOTE THAT IS REPRESENTED BY A GLOBAL SECURED NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE OR ANY INTEREST HEREIN, THAT (1) UNLESS IT ACQUIRES SUCH NOTE ON THE CLOSING DATE IN THE FORM OF A GLOBAL SECURED NOTE WITH THE CONSENT OF THE ISSUER AND PROVIDES CERTAIN ERISA-RELATED REPRESENTATIONS, IT IS NOT AND IS

2 Applicable to the Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D-R Notes.

EXH. A1-3

NOT ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN) ON BEHALF OF AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS UNDER TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (COLLECTIVELY, "BENEFIT PLAN INVESTORS") OR A PERSON (OTHER THAN A BENEFIT PLAN INVESTOR) WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF SUCH PERSON ("CONTROLLING PERSON"), AND (2) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (X) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTE OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF THE INVESTOR IN ANY NOTE (OR ANY INTEREST THEREIN) BY VIRTUE OF ITS INTEREST AND THEREBY SUBJECT THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER'S ASSETS) TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") AND (Y) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("OTHER PLAN LAW"). ANY PURPORTED TRANSFER OF THE NOTE IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

IF IT ACQUIRES THIS NOTE ON THE CLOSING DATE IN THE FORM OF A GLOBAL SECURED NOTE WITH THE CONSENT OF THE ISSUER AND PROVIDES CERTAIN ERISA-RELATED REPRESENTATIONS, THE PURCHASER OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE REQUIRED TO REPRESENT AND WARRANT IN WRITING TO THE ISSUER AND THE TRUSTEE (1) WHETHER OR NOT IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, (2) WHETHER OR NOT, FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST THEREIN, IT IS A CONTROLLING PERSON, AND (3)(A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406

EXH. A1-4

OF ERISA OR SECTION 4975 OF THE CODE AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (I) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTE OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY SIMILAR LAW AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY OTHER PLAN LAW. ANY PURPORTED TRANSFER OF THE NOTE IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

THE PURCHASER OR TRANSFEREE OF A CERTIFICATED CLASS [E-R][F-R] NOTES (OR ANY INTEREST THEREIN) WILL BE REQUIRED TO REPRESENT AND WARRANT IN WRITING TO THE ISSUER AND THE TRUSTEE (1) WHETHER OR NOT, FOR SO LONG AS IT HOLDS SUCH NOTE OR AN INTEREST THEREIN, IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, (2) WHETHER OR NOT, FOR SO LONG AS IT HOLDS SUCH NOTE OR AN INTEREST THEREIN, IT IS A CONTROLLING PERSON, AND (3)(A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (I) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTE OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY SIMILAR LAW AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY OTHER PLAN LAW. ANY PURPORTED TRANSFER OF THE NOTE IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

NO TRANSFER OF A CLASS [E-R][F-R] NOTE OR ANY INTEREST THEREIN WILL BE PERMITTED OR RECOGNIZED IF, IMMEDIATELY AFTER SUCH TRANSFER, 25% OR MORE OF THE TOTAL VALUE OF THE CLASS [E-R][F-R] NOTES WOULD BE HELD BY BENEFIT PLAN INVESTORS, DISREGARDING NOTES HELD BY CONTROLLING PERSONS (THE "25% LIMITATION"). THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF THIS NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR, CONTROLLING PERSON, SIMILAR LAW OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING OR WHOSE OWNERSHIP OTHERWISE CAUSES A VIOLATION OF THE 25% LIMITATION TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.]3

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL (A) ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS A U.S. PERSON AND IS NOT BOTH (X) A "QUALIFIED PURCHASER" AND (Y) A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS

3 Applicable to all Class E-R Notes and Class F-R Notes.

EXH. A1-5

DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

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

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

[THIS NOTE HAS BEEN ISSUED WITH "ORIGINAL ISSUE DISCOUNT" (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO THE ISSUER AT OCTAGON INVESTMENT PARTNERS 26, LTD., C/O MAPLESFS LIMITED, PO BOX 1093, BOUNDARY HALL, CRICKET SQUARE, GRAND CAYMAN, KY1-1102, CAYMAN ISLANDS, ATTENTION: THE DIRECTORS, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.]4

4 Applicable to the Class C-R Notes, Class D-R Notes, Class E-R Notes and Class F-R Notes.

EXH. A1-6

OCTAGON INVESTMENT PARTNERS 26, LTD. [OCTAGON INVESTMENT PARTNERS 26, LLC]

CLASS [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] [SENIOR] SECURED [DEFERRABLE] FLOATING RATE NOTES DUE 2030

Up to U.S.$[__]

[R][S]-1

CUSIP No.:[_______________]

ISIN: [_______________]

[Common Code: [_______________]]

Octagon Investment Partners 26, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer")[, and Octagon Investment Partners 26, LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers")], for value received, hereby promise[s] to pay to CEDE & CO. or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum as is equal to the aggregate principal amount of the Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Notes identified from time to time on the records of the Trustee and Schedule A hereto as being represented by this [Rule 144A] [Regulation S] Global Secured Note, on July 15, 2030 (the "Stated Maturity") except as provided below and in the Indenture. The obligations of the [Issuer] [Co-Issuers] under this Note and the Indenture are limited recourse obligations of the [Issuer] [Co-Issuers] payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance with the Indenture, all claims of Holders shall be extinguished and shall not thereafter revive.

The [Issuer] [Co-Issuers] promise[s] to pay interest, if any, on the 15th day of January, April, July, and October in each year (each, a "Payment Date"), commencing in July 2018 (or, if such day is not a Business Day, the next succeeding Business Day), at the rate equal to [LIBOR plus [1.02] % per annum on the unpaid principal amount hereof until the principal hereof is paid or duly provided for]5 [LIBOR plus [1.35][1.60][1.80][2.85][5.40][8.09]% per annum (or, in the event a Re-Pricing occurs with respect to the Class [A-2-R][B-R][C-R][D-R][E-R][F-R] Notes, the applicable revised Note Interest Rate provided in the Indenture) on the unpaid principal amount hereof until the principal hereof is paid or duly provided for]6. Interest shall be computed on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest, which shall be the fifteenth day (whether or not a Business Day) prior to such Payment Date.

5 Applicable to the Class A-1-R Notes. 6 Applicable to the Secured Notes other than the Class A-1-R Notes.

EXH. A1-7

Interest will cease to accrue on each Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Note, or in the case of a partial repayment, on such part, from the date of repayment or Stated Maturity unless payment of principal is improperly withheld or unless a default is otherwise made with respect to such payments.

[Payment of interest on this Note is subordinated to the payments of interest on the related Priority Classes with respect to this Note and other amounts payable before interest on this Note in accordance with the Priority of Payments.]7

[So long as any Priority Classes are Outstanding with respect to this Note, any payment of interest due on this Note that is not available to be paid ("Deferred Interest") in accordance with the Priority of Payments on any Payment Date shall not be considered "payable" for the purposes of the Indenture (and the failure to pay the interest shall not be an Event of Default) until the Payment Date on which the interest is available to be paid in accordance with the Priority of Payments. Although Deferred Interest will not be added to the principal amount of this Note, such amount will bear interest at the Note Interest Rate for this Note and shall be payable on the first Payment Date on which funds are available to be used for that purpose in accordance with the Priority of Payments.]8

Unless the certificate of authentication hereon has been executed by the Trustee or the Authenticating Agent by the manual signature of one of their Authorized Officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Note will mature at par on the Stated Maturity and the final payment of principal will be made on such date, unless redeemed or repaid as described in the Indenture, and prior to the Stated Maturity, payments of principal shall be paid as provided in the Priority of Payment except as otherwise provided in the Indenture.

This Note is one of a duly authorized issue of Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] [Senior] Secured [Deferrable] Floating Rate Notes due 2030 (the "Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Notes" and, together with the other classes of Notes issued under the Indenture, the "Notes") issued and to be issued under an indenture dated as of April 27, 2016 (as amended by the First Supplemental Indenture, dated as of June 13, 2018, the "Indenture") among the [Co-Issuers] [Issuer, Octagon Investment Partners 26, LLC (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers")] and U.S. Bank National Association, as trustee (the "Trustee", which term includes any successor trustee as permitted under the Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Co-Issuers, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. In the event of any inconsistency between the provisions of this Note and the Indenture, the provisions of the Indenture shall govern.

7 Applicable to the Class A-2-R Notes, Class B-R Notes, Class C-R Notes, Class D-R Notes, Class E-R Notes and Class F-R Notes. 8 Applicable to the Class C-R Notes, Class D-R Notes, Class E-R Notes and Class F-R Notes.

EXH. A1-8

This Note is a [Rule 144A][Regulation S] Global Secured Note deposited with DTC acting as Depositary, and registered in the name of Cede & Co., a nominee of DTC, and Cede & Co., as holder of record of this Note, shall be entitled to receive payments of principal and interest by wire transfer of immediately available funds.

This Note is subject to optional redemption as specified in the Indenture. In the case of any optional redemption of Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Notes, interest and principal installments due and payable on or prior to the Redemption Date will be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Date.

[On any Payment Date after the Non Call Period, at the written direction of the Collateral Manager and a Majority of the Subordinated Notes, the Co-Issuers or the Issuer, as applicable, will reduce the spread over LIBOR applicable to any Class of Secured Notes (other than the Class A-1-R Notes) (a "Re-Pricing"). Notes of a Class subject to a proposed Re-Pricing held by Holders which do not consent to such Re-Pricing will be required to be sold by such Holders at the applicable Redemption Price to transferees designated by, or on behalf of, the Issuer. The Holder of each Note, by its acceptance of an interest in the Notes, agrees that, in the event it does not consent to a proposed Re-Pricing with respect to its Notes, it will sell and transfer its Notes in accordance with Section 9.9 of the Indenture and agrees to cooperate with the Issuer, the Re-Pricing Intermediary and the Trustee to effect such sales and transfers.]9

[Beneficial interests in this Rule 144A Global Secured Note may be transferred to a transferee acquiring Certificated Secured Notes, to a transferee taking an interest in this Rule 144A Global Secured Note or to a transferee taking an interest in a Regulation S Global Secured Note, subject to and in accordance with the restrictions set forth in the Indenture.]10

[Beneficial interests in this Regulation S Global Secured Note may be transferred to a transferee acquiring Certificated Secured Notes, to a transferee taking an interest in a Rule 144A Global Secured Note or to a transferee taking an interest in this Regulation S Global Secured Note, subject to and in accordance with the restrictions set forth in the Indenture.]11

The Issuer[, the Co-Issuer], the Trustee, and any agent of the Issuer[, Co-Issuer] or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and none of the Issuer[, the Co-Issuer] nor the Trustee nor any agent of the Issuer[, the Co-Issuer] or the Trustee shall be affected by notice to the contrary.

The Secured Notes will be issued in minimum denominations of $[250,000]12[590,000]13 and integral multiples of $1 in excess thereof.

9 Applicable to Secured Notes other than Class A-1-R Notes. 10 Applicable to Notes issued in the form of a Rule 144A Global Secured Note. 11 Applicable to Notes issued in the form of a Regulation S Global Secured Note. 12 Applicable to Class A-R Notes, Class B-R Notes, Class C-R Notes and Class D-R Notes.

EXH. A1-9

If an Event of Default shall occur and be continuing, the Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.

In connection with the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates other than any statements in the final Offering Circular for such Notes, and such Holder or beneficial owner has read and understands such final Offering Circular (including, without limitation, the descriptions therein of the structure of the transaction in which the Notes are being issued and the risks to purchasers of the Notes); (C) such Holder or beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates.

Title to Notes shall pass by registration in the Register kept by the Trustee, acting through its Corporate Trust Office.

No service charge shall be made for registration of transfer or exchange of this Note, but the [Issuer] [Co-Issuers] or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Each Holder and beneficial owner of this Note, by its acceptance of this Note, hereby agrees that it shall not institute against, or join any other Person in instituting against the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation Proceedings or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy laws or any similar laws until at least one year (or, if longer, the applicable preference period then in effect) and one day after payment in full of the Notes.

AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

13 Applicable to Class E-R Notes and Class F-R Notes.

EXH. A1-10

IN WITNESS WHEREOF, the [Issuer has] [Co-Issuers have] caused this Note to be duly executed.

Dated as of _________________, 20__.

OCTAGON INVESTMENT PARTNERS 26, LTD. By: Name: Title: [OCTAGON INVESTMENT PARTNERS 26, LLC By: Name: Title:]

EXH. A1-11

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated as of _________________, 20__.

U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory

EXH. A1-12

ASSIGNMENT FORM

For value received

does hereby sell, assign, and transfer to

Please insert social security or other identifying number of assignee

Please print or type name and address, including zip code, of assignee:

the within Note and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the Note on the books of the Trustee with full power of substitution in the premises.

Date: Your Signature: (Sign exactly as your name appears in the security) */ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in 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 Securities Exchange Act of 1934, as amended.

EXH. A1-13

SCHEDULE A

This Note shall be issued in the original principal balance of U.S.$_______________ on June 13, 2018. The following exchanges of a part of this Global Secured Note have been made:

Date of Exchange

Amount of Decrease in Principal Amount of this Global Secured Note

Amount of Increase in Principal Amount of this Global Secured Note

Principal Amount of this Global Secured Note following such Decrease (or Increase)

Notation Made by or on Behalf of

EXH. A2-1

EXHIBIT A2

FORM OF

[RULE 144A][REGULATION S] GLOBAL SUBORDINATED NOTES DUE 2030

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A "QUALIFIED PURCHASER" (WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER) THAT IS ALSO EITHER (X) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(I)(D) OR (A)(1)(I)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(I)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES, AND NOT THE FIDUCIARY, TRUSTEE OR SPONSOR, OF THE PLAN OR (Y) AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) OR (B) TO A PERSON THAT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS NOTE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH REGULATION, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION.

THE PURCHASER OR TRANSFEREE OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED (OR, IN THE CASE OF GLOBAL SUBORDINATED NOTES ISSUED ON THE CLOSING DATE, REQUIRED) TO HAVE REPRESENTED AND WARRANTED, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE OR ANY INTEREST HEREIN, THAT (1) UNLESS IT ACQUIRES SUCH GLOBAL SUBORDINATED NOTE ON THE CLOSING DATE WITH THE CONSENT OF THE ISSUER AND PROVIDES CERTAIN ERISA-RELATED REPRESENTATIONS, IT IS NOT AND IS NOT ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN) ON BEHALF OF AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS UNDER TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL

EXH. A2-2

REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (COLLECTIVELY, "BENEFIT PLAN INVESTORS") OR A PERSON (OTHER THAN A BENEFIT PLAN INVESTOR) WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF SUCH PERSON ("CONTROLLING PERSON") AND (2) (A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (X) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTE OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF THE INVESTOR IN ANY NOTE (OR ANY INTEREST THEREIN) BY VIRTUE OF ITS INTEREST AND THEREBY SUBJECT THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER'S ASSETS) TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") AND (Y) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("OTHER PLAN LAW"). ANY PURPORTED TRANSFER OF THE NOTE IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

NO TRANSFER OF A SUBORDINATED NOTE OR ANY INTEREST THEREIN WILL BE PERMITTED OR RECOGNIZED IF, IMMEDIATELY AFTER SUCH TRANSFER, 25% OR MORE OF THE TOTAL VALUE OF THE SUBORDINATED NOTES WOULD BE HELD BY BENEFIT PLAN INVESTORS, DISREGARDING NOTES HELD BY CONTROLLING PERSONS (THE "25% LIMITATION"). THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF THIS NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR, CONTROLLING PERSON, SIMILAR LAW OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING OR WHOSE OWNERSHIP OTHERWISE CAUSES A VIOLATION OF THE 25% LIMITATION TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

EXH. A2-3

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN A SUBORDINATED NOTE THAT IS A U.S. PERSON AND IS NOT BOTH (X) A "QUALIFIED PURCHASER" AND (Y) A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) TO SELL ITS INTEREST IN THE SUBORDINATED NOTES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

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

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

DISTRIBUTIONS OF PRINCIPAL PROCEEDS AND INTEREST PROCEEDS TO THE HOLDER OF THE SUBORDINATED NOTES REPRESENTED HEREBY ARE SUBORDINATE TO THE PAYMENT ON EACH PAYMENT DATE OF PRINCIPAL OF AND INTEREST ON THE SECURED NOTES OF THE ISSUER AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE GOVERNING SUCH NOTES.

EXH. A2-4

OCTAGON INVESTMENT PARTNERS 26, LTD.

SUBORDINATED NOTES DUE 2030

Up to U.S.$ [__]

[R][S]-1

CUSIP No.: [__________] ISIN: [__________] [Common Code: [__________]] OCTAGON INVESTMENT PARTNERS 26, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum as is equal to the aggregate principal amount of the Subordinated Notes identified from time to time on the records of the Trustee and Schedule A hereto as being represented by this [Rule 144A][Regulation S] Global Subordinated Note, on July 15, 2030 (the "Stated Maturity") except as provided below and in the Indenture.

The obligations of the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance with the Indenture, all claims of Holders shall be extinguished and shall not thereafter revive. The Subordinated Notes represent unsecured, subordinated obligations of the Issuer and are not entitled to security under the Indenture.

The principal of each Subordinated Note shall be payable no later than the Stated Maturity; provided that the unpaid principal of such Note may become due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise.

Payments of Interest Proceeds and Principal Proceeds to the Holders of the Subordinated Notes are subordinated to payments in respect of other classes of Notes as set forth in the Indenture and failure to pay such amounts will not constitute an Event of Default under the Indenture.

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

This Note is one of a duly authorized issue of Subordinated Notes due 2030 (the "Subordinated Notes" and, together with the other classes of Notes issued under the Indenture, the "Notes") issued and to be issued under an indenture dated as of April 27, 2016 (as amended by the First Supplemental Indenture, dated as of June 13, 2018, the "Indenture") among the Issuer, Octagon Investment Partners 26, LLC (the "Co-Issuer" and, collectively with the Issuer, the "Co-Issuers") and U.S. Bank National Association, as trustee (the "Trustee", which term includes any successor trustee as permitted under the Indenture). Reference is hereby made to

EXH. A2-5

the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Co-Issuers, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. In the event of any inconsistency between the provisions of this Note and the Indenture, the provisions of the Indenture shall govern.

This Note is a [Rule 144A][Regulation S] Global Subordinated Note deposited with DTC acting as Depositary, and registered in the name of Cede & Co., a nominee of DTC, and Cede & Co., as holder of record of this Note, shall be entitled to receive payments of principal and interest by wire transfer of immediately available funds.

This Note may be redeemed, in whole but not in part, on any Business Day on or after the redemption or repayment of the Secured Notes, at the written direction of a Majority of the Subordinated Notes, subject to the restrictions set forth in the Indenture.

[Beneficial interests in this Rule 144A Global Subordinated Note may be transferred to a transferee acquiring Certificated Subordinated Notes, to a transferee taking an interest in this Rule 144A Global Subordinated Note or to a transferee taking an interest in a Regulation S Global Subordinated Note, subject to and in accordance with the restrictions set forth in the Indenture.]1

[Beneficial interests in this Regulation S Global Subordinated Note may be transferred to a transferee acquiring Certificated Subordinated Notes, to a transferee taking an interest in a Rule 144A Global Subordinated Note or to a transferee taking an interest in this Regulation S Global Subordinated Note, subject to and in accordance with the restrictions set forth in the Indenture.]2

The Issuer, the Trustee, and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note on the Register on the applicable Record Date for the purpose of receiving payments of principal of and distributions on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

The Global Subordinated Notes will be issued in minimum denominations of $590,000 and integral multiples of $1 in excess thereof.

In connection with the purchase of this Subordinated Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B)

1 Applicable to Notes issued in the form of a Rule 144A Global Subordinated Note. 2 Applicable to Notes issued in the form of a Regulation S Global Subordinated Note.

EXH. A2-6

such Holder or beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates other than any statements in the final Offering Circular for such Subordinated Notes, and such Holder or beneficial owner has read and understands such final Offering Circular (including, without limitation, the descriptions therein of the structure of the transaction in which the Subordinated Notes are being issued and the risks to purchasers of the Subordinated Notes); (C) such Holder or beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates.

Title to Notes shall pass by registration in the Register kept by the Trustee, acting through its Corporate Trust Office.

No service charge shall be made for registration of transfer or exchange of this Note, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Each Holder and beneficial owner of this Note, by its acceptance of this Note, hereby agrees that it shall not institute against, or join any other Person in instituting against the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation Proceedings or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy laws or any similar laws until at least one year (or, if longer, the applicable preference period then in effect) and one day after payment in full of the Notes.

AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

EXH. A2-7

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated as of _________________, 20__.

OCTAGON INVESTMENT PARTNERS 26, LTD. By: Name: Title:

EXH. A2-8

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated as of _________________, 20__.

U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory

EXH. A2-9

ASSIGNMENT FORM

For value received

does hereby sell, assign, and transfer to

Please insert social security or other identifying number of assignee

Please print or type name and address, including zip code, of assignee:

the within Note and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the Note on the books of the Trustee with full power of substitution in the premises.

Date: Your Signature: (Sign exactly as your name appears in the security) */ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in 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 Securities Exchange Act of 1934, as amended.

EXH. A2-10

SCHEDULE A

This Note shall be issued in the original principal balance of U.S.$________________ on June 13, 2018. The following exchanges of a part of this Global Subordinated Note have been made:

Date of Exchange

Amount of Decrease in Principal Amount of this Global Subordinated Note

Amount of Increase in Principal Amount of this Global Subordinated Note

Principal Amount of this Global Subordinated Note following such Decrease (or Increase)

Notation Made by or on Behalf of

EXH. A3-1

EXHIBIT A3

FORM OF CERTIFICATED SECURED NOTE

representing

CLASS [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] [SENIOR] SECURED [DEFERRABLE] FLOATING RATE NOTES DUE 2030

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A "QUALIFIED PURCHASER" (WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER) THAT IS EITHER (1) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(I)(D) OR (A)(1)(I)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(I)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES, AND NOT THE FIDUCIARY, TRUSTEE OR SPONSOR, OF THE PLAN OR (2) AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) OR (B) TO A PERSON THAT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS NOTE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH REGULATION, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION. THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL [(A)] ANY BENEFICIAL OWNER OF AN INTEREST IN A GLOBAL NOTE (AS DEFINED IN THE INDENTURE) THAT IS A U.S. PERSON AND IS NOT A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER [AND (B) ANY HOLDER WHICH DOES NOT CONSENT TO A RE-PRICING WITH RESPECT TO ITS NOTES PURSUANT TO THE APPLICABLE TERMS OF THE INDENTURE]1 TO SELL ITS INTEREST IN THE NOTES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

1 Applicable to Class A-2-R Notes, Class B-R Notes, Class C-R Notes, Class D-R Notes, Class E-R and Class F-R Notes.

EXH. A3-2

[THE PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE REQUIRED TO REPRESENT AND WARRANT THAT, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE (OR ANY INTEREST HEREIN) THAT EITHER (A) IT IS NOT AND IS NOT ACQUIRING THIS NOTE (OR INTEREST HEREIN) BY OR ON BEHALF OF AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS UNDER TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (EACH A "BENEFIT PLAN INVESTOR"), OR A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN THAT IS SUBJECT TO ANY STATE, LOCAL, NON-U.S. OR OTHER LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("OTHER PLAN LAW") OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A NON-EXEMPT VIOLATION OF OTHER PLAN LAW. EACH BENEFICIAL OWNER OF THIS NOTE WILL BE REQUIRED OR WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.6 OF THE INDENTURE. ANY PURPORTED TRANSFER OF THE NOTE IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF THIS NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.]2

[THE PURCHASER OR TRANSFEREE OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE REQUIRED TO REPRESENT AND WARRANT IN WRITING TO THE ISSUER AND THE TRUSTEE (1) WHETHER OR NOT IT IS, OR IS ACTING ON BEHALF OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS UNDER TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (WITHIN THE

2 Applicable to the Class A-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D-R Notes.

EXH. A3-3

MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (COLLECTIVELY, "BENEFIT PLAN INVESTORS"), (2) WHETHER OR NOT, FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST THEREIN, IT IS A PERSON (OTHER THAN A BENEFIT PLAN INVESTOR) WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF SUCH PERSON ("CONTROLLING PERSON"), AND (3)(A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (I) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTES OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF THE INVESTOR IN ANY NOTE (OR ANY INTEREST THEREIN) BY VIRTUE OF ITS INTEREST AND THEREBY SUBJECT THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER'S ASSETS) TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("OTHER PLAN LAW"). ANY PURPORTED TRANSFER OF THE NOTES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

NO TRANSFER OF A CLASS [E-R][F-R] NOTE OR ANY INTEREST THEREIN WILL BE PERMITTED OR RECOGNIZED IF, IMMEDIATELY AFTER SUCH TRANSFER, 25% OR MORE OF THE TOTAL VALUE OF THE CLASS [E-R][F-R] NOTES WOULD BE HELD BY BENEFIT PLAN INVESTORS, DISREGARDING NOTES HELD BY CONTROLLING PERSONS (THE "25% LIMITATION"). THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF THIS NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR, CONTROLLING PERSON, SIMILAR LAW OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING OR WHOSE OWNERSHIP OTHERWISE CAUSES A VIOLATION OF THE 25% LIMITATION TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.]3 3 Applicable to all Class E-R Notes and Class F-R Notes.

EXH. A3-4

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL (A) ANY BENEFICIAL OWNER OF AN INTEREST IN THIS NOTE THAT IS A U.S. PERSON AND IS NOT BOTH (X) A "QUALIFIED PURCHASER" AND (Y) A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.

[THIS NOTE HAS BEEN ISSUED WITH "ORIGINAL ISSUE DISCOUNT" (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST TO THE ISSUER AT OCTAGON INVESTMENT PARTNERS 26, LTD., C/O MAPLESFS LIMITED, PO BOX 1093, BOUNDARY HALL, CRICKET SQUARE, GRAND CAYMAN, KY1-1102, CAYMAN ISLANDS, ATTENTION: THE DIRECTORS, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.]4

4 Applicable to the Class C-R Notes, Class D-R Notes, Class E-R Notes and Class F-R Notes.

EXH. A3-5

OCTAGON INVESTMENT PARTNERS 26, LTD. [OCTAGON INVESTMENT PARTNERS 26, LLC]

CLASS [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] [SENIOR] SECURED [DEFERRABLE] FLOATING RATE NOTES DUE 2030

U.S.$[__]

C-[1]

CUSIP No.:[_______________]

OCTAGON INVESTMENT PARTNERS 26, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer")[, and OCTAGON INVESTMENT PARTNERS 26, LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers")], for value received, hereby promise[s] to pay to [_______________] or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of [DOLLAR AMOUNT] United States Dollars (U.S.$[__]) on July 15, 2030 (the "Stated Maturity") except as provided below and in the Indenture. The obligations of the [Issuer] [Co-Issuers] under this Note and the Indenture are limited recourse obligations of the [Issuer] [Co-Issuers] payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance with the Indenture, all claims of Holders shall be extinguished and shall not thereafter revive.

The [Issuer] [Co-Issuers] promise[s] to pay interest, if any, on the 15th day of January, April, July, and October in each year (each, a "Payment Date"), commencing in July 2016 (or, if such day is not a Business Day, the next succeeding Business Day), at the rate equal to [LIBOR plus [1.02]% per annum on the unpaid principal amount hereof until the principal hereof is paid or duly provided for]5 [LIBOR plus [1.35][1.60][1.80][2.85][5.40][8.09]% per annum (or, in the event a Re-Pricing occurs with respect to the Class [A-2-R][B-R][C-R][D-R][E-R][F-R] Notes, the applicable revised Note Interest Rate provided in the Indenture) on the unpaid principal amount hereof until the principal hereof is paid or duly provided for]6. Interest shall be computed on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360. The interest so payable on any Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date for such interest, which shall be the fifteenth day (whether or not a Business Day) prior to such Payment Date.

Interest will cease to accrue on each Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Note, or in the case of a partial repayment, on such part, from the date of repayment or Stated Maturity unless payment of principal is improperly withheld or unless a default is otherwise made with respect to such payments. This Note will mature at par on the Stated Maturity and the final payment of principal will be made on such date, unless redeemed or repaid as described in

5 Applicable to the Class A-1-R Notes. 6 Applicable to the Secured Notes other than the Class A-1-R Notes.

EXH. A3-6

the Indenture, and prior to the Stated Maturity, payments of principal shall be paid as provided in the Priority of Payment except as otherwise provided in the Indenture.

[Payment of interest on this Note is subordinated to the payments of interest on the related Priority Classes with respect to this Note and other amounts payable before interest on this Note in accordance with the Priority of Payments.]7

[So long as any Priority Classes are Outstanding with respect to this Note, any payment of interest due on this Note that is not available to be paid ("Deferred Interest") in accordance with the Priority of Payments on any Payment Date shall not be considered "payable" for the purposes of the Indenture (and the failure to pay the interest shall not be an Event of Default) until the Payment Date on which the interest is available to be paid in accordance with the Priority of Payments. Although Deferred Interest will not be added to the principal amount of this Note, such amount will bear interest at the Note Interest Rate for this Note and shall be payable on the first Payment Date on which funds are available to be used for that purpose in accordance with the Priority of Payments.]8

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

This Note is one of a duly authorized issue of Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] [Senior] Secured [Deferrable] Floating Rate Notes due 2030 (the "Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Notes" and, together with the other classes of Notes issued under the Indenture, the "Notes") issued and to be issued under an indenture dated as of April 27, 2016 (as amended by the First Supplemental Indenture, dated as of June 13, 2018, the "Indenture") among the [Co-Issuers] [Issuer, Octagon Investment Partners 26, LLC (the "Co-Issuer" and together with the Issuer the "Co-Issuers")] and U.S. Bank National Association, as trustee (the "Trustee", which term includes any successor trustee as permitted under the Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Co-Issuers, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. In the event of any inconsistency between the provisions of this Note and the Indenture, the provisions of the Indenture shall govern.

This Note is subject to optional redemption as specified in the Indenture. In the case of any optional redemption of Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Notes, interest and principal installments due and payable on or prior to the Redemption Date will be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Date.

7 Applicable to the Class A-2-R Notes, Class B-R Notes, Class C-R Notes, Class D-R Notes, Class E-R and Class F-R Notes. 8 Applicable to the Class C-R Notes, Class D-R Notes, Class E-R and Class F-R Notes.

EXH. A3-7

[On any Payment Date after the Non Call Period, at the written direction of the Collateral Manager and a Majority of the Subordinated Notes, the Co-Issuers or the Issuer, as applicable, will reduce the spread over LIBOR applicable to any Class of Secured Notes (other than the Class A-1-R Notes) (a "Re-Pricing"). Notes of a Class subject to a proposed Re-Pricing held by Holders which do not consent to such Re-Pricing will be required to be sold by such Holders at the applicable Redemption Price to transferees designated by, or on behalf of, the Issuer. The Holder of each Note, by its acceptance of an interest in the Notes, agrees that, in the event it does not consent to a proposed Re-Pricing with respect to its Notes, it will sell and transfer its Notes in accordance with Section 9.9 of the Indenture and agrees to cooperate with the Issuer, the Re-Pricing Intermediary and the Trustee to effect such sales and transfers.]9

This Certificated Secured Note may be transferred to a transferee acquiring Certificated Secured Notes, to a transferee taking an interest in a Rule 144A Global Secured Note or to a transferee taking an interest in a Regulation S Global Secured Note, subject to and in accordance with the restrictions set forth in the Indenture.

The Issuer[, the Co-Issuer], the Trustee, and any agent of the Issuer[, Co-Issuer] or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and none of the Issuer[, the Co-Issuer] nor the Trustee nor any agent of the Issuer[, the Co-Issuer] or the Trustee shall be affected by notice to the contrary.

The Secured Notes will be issued in minimum denominations of $[250,000]10[590,000]11 and integral multiples of $1 in excess thereof.

If an Event of Default shall occur and be continuing, the Class [A-1-R][A-2-R][B-R][C-R][D-R][E-R][F-R] Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.

In connection with the purchase of this Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates other than any statements in the final Offering Circular for such Notes, and such Holder or beneficial owner has read and understands such final Offering Circular (including, without limitation, the descriptions therein of the structure of the transaction in which the Notes are being issued and the risks to purchasers of the Notes); (C) such Holder or beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial

9 Applicable to Secured Notes other than Class A-1-R Notes. 10 Applicable to Class A-R Notes, Class B-R Notes, Class C-R Notes and Class D-R Notes. 11 Applicable to Class E-R Notes and Class F-R Notes.

EXH. A3-8

and accounting advisers to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates; and (D) it will provide the Issuer or its agents with such information and documentation that may be required for the Issuer to comply with its obligations under the Anti-Money Laundering Regulations (as amended) of the Cayman Islands and related guidance notes and regulations and shall update or replace such information or documentation, as may be necessary.

Title to Notes shall pass by registration in the Register kept by the Trustee, acting through its Corporate Trust Office.

No service charge shall be made for registration of transfer or exchange of this Note, but the [Issuer] [Co-Issuers] or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Each Holder and beneficial owner of this Note, by its acceptance of this Note, hereby agrees that it shall not institute against, or join any other Person in instituting against the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation Proceedings or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy laws or any similar laws until at least one year (or, if longer, the applicable preference period then in effect) and one day after payment in full of the Notes.

AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

EXH. A3-9

IN WITNESS WHEREOF, the [Issuer has] [Co-Issuers have] caused this Note to be duly executed.

Dated as of _________________, 20__.

OCTAGON INVESTMENT PARTNERS 26, LTD. By: Name: Title: [OCTAGON INVESTMENT PARTNERS 26, LLC By: Name: Title:]

EXH. A3-10

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated as of _________________, 20__.

U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory

EXH. A3-11

ASSIGNMENT FORM

For value received

does hereby sell, assign, and transfer to

Please insert social security or other identifying number of assignee

Please print or type name and address, including zip code, of assignee:

the within Note and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the Note on the books of the Trustee with full power of substitution in the premises.

Date: Your Signature: (Sign exactly as your name appears in the security) */ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in 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 Securities Exchange Act of 1934, as amended.

EXH. A4-1

EXHIBIT A4

FORM OF CERTIFICATED SUBORDINATED NOTES DUE 2030

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A "QUALIFIED PURCHASER" (WITHIN THE MEANING OF SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER) THAT IS ALSO EITHER (X) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(I)(D) OR (A)(1)(I)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(I)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES, AND NOT THE FIDUCIARY, TRUSTEE OR SPONSOR, OF THE PLAN, OR (Y) AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) OR (B) TO A PERSON THAT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND IS ACQUIRING THIS NOTE IN RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH REGULATION, AND IN EACH CASE IN COMPLIANCE WITH THE CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE JURISDICTION.

THE PURCHASER OR TRANSFEREE OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE REQUIRED TO REPRESENT AND WARRANT IN WRITING TO THE ISSUER AND THE TRUSTEE (1) WHETHER OR NOT IT IS, OR IS ACTING ON BEHALF OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS UNDER TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE (COLLECTIVELY, "BENEFIT PLAN INVESTORS"), (2) WHETHER OR NOT, FOR SO LONG AS IT HOLDS THIS

EXH. A4-2

NOTE OR AN INTEREST THEREIN, IT IS A PERSON (OTHER THAN A BENEFIT PLAN INVESTOR) WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF SUCH PERSON ("CONTROLLING PERSON"), AND (3)(A) IF IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN INVESTOR, ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND (B) IF IT IS A GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER PLAN, (I) IT IS NOT, AND FOR SO LONG AS IT HOLDS SUCH NOTES OR INTEREST THEREIN WILL NOT BE, SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT COULD CAUSE THE UNDERLYING ASSETS OF THE ISSUER TO BE TREATED AS ASSETS OF THE INVESTOR IN ANY NOTE (OR ANY INTEREST THEREIN) BY VIRTUE OF ITS INTEREST AND THEREBY SUBJECT THE ISSUER OR THE COLLATERAL MANAGER (OR OTHER PERSONS RESPONSIBLE FOR THE INVESTMENT AND OPERATION OF THE ISSUER'S ASSETS) TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") AND (II) ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH NOTES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("OTHER PLAN LAW"). ANY PURPORTED TRANSFER OF THE NOTES IN VIOLATION OF THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE NULL AND VOID AB INITIO.

NO TRANSFER OF A SUBORDINATED NOTE OR ANY INTEREST THEREIN WILL BE PERMITTED OR RECOGNIZED IF, IMMEDIATELY AFTER SUCH TRANSFER, 25% OR MORE OF THE TOTAL VALUE OF THE SUBORDINATED NOTES WOULD BE HELD BY BENEFIT PLAN INVESTORS, DISREGARDING NOTES HELD BY CONTROLLING PERSONS (THE "25% LIMITATION"). THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF THIS NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR, CONTROLLING PERSON, SIMILAR LAW OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR MISLEADING OR WHOSE OWNERSHIP OTHERWISE CAUSES A VIOLATION OF THE 25% LIMITATION TO SELL ITS INTEREST IN SUCH NOTE, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF AN INTEREST IN A SUBORDINATED NOTE THAT IS A U.S. PERSON AND IS NOT BOTH (X) A "QUALIFIED PURCHASER" AND (Y) A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D

EXH. A4-3

UNDER THE SECURITIES ACT), TO SELL ITS INTEREST IN THE SUBORDINATED NOTES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER.

DISTRIBUTIONS OF PRINCIPAL PROCEEDS AND INTEREST PROCEEDS TO THE HOLDER OF THE SUBORDINATED NOTES REPRESENTED HEREBY ARE SUBORDINATE TO THE PAYMENT ON EACH PAYMENT DATE OF PRINCIPAL OF AND INTEREST ON THE SECURED NOTES OF THE ISSUER AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE GOVERNING SUCH SECURED NOTES.

EXH. A4-4

OCTAGON INVESTMENT PARTNERS 26, LTD.

SUBORDINATED NOTES DUE 2030

U.S.$ [__]

C-[1]

CUSIP No.: [_______________] OCTAGON INVESTMENT PARTNERS 26, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), for value received, hereby promises to pay to [_______________] or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of [DOLLAR AMOUNT] United States Dollars (U.S.$ [__]) on July 15, 2030 (the "Stated Maturity") except as provided below and in the Indenture.

The obligations of the Issuer under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Assets in accordance with the Indenture, and following realization of the Assets in accordance with the Indenture, all claims of Holders shall be extinguished and shall not thereafter revive. The Subordinated Notes represent unsecured, subordinated obligations of the Issuer and are not entitled to security under the Indenture.

The principal of each Subordinated Note shall be payable no later than the Stated Maturity; provided that the unpaid principal of such Note may become due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise.

Payments of Interest Proceeds and Principal Proceeds to the Holders of the Subordinated Notes are subordinated to payments in respect of other classes of Notes as set forth in the Indenture and failure to pay such amounts will not constitute an Event of Default under the Indenture.

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

This Note is one of a duly authorized issue of Subordinated Notes due 2030 (the "Subordinated Notes" and, together with the other classes of Notes issued under the Indenture, the "Notes") issued and to be issued under an indenture dated as of April 27, 2016 (as amended by the First Supplemental Indenture, dated as of June 13, 2018, the "Indenture") among the Issuer, Octagon Investment Partners 26, LLC (the "Co-Issuer" and, collectively with the Issuer, the "Co-Issuers") and U.S. Bank National Association, as trustee (the "Trustee", which term includes any successor trustee as permitted under the Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Co-Issuers, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered.

EXH. A4-5

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. In the event of any inconsistency between the provisions of this Note and the Indenture, the provisions of the Indenture shall govern.

This Note may be redeemed, in whole but not in part, on any Business Day on or after the redemption or repayment of the Secured Notes, at the written direction of a Majority of the Subordinated Notes, subject to the restrictions set forth in the Indenture.

This Certificated Subordinated Note may be transferred to a transferee acquiring Certificated Subordinated Notes, to a transferee taking an interest in a Rule 144A Global Subordinated Note or to a transferee taking an interest in a Regulation S Global Subordinated Note, subject to and in accordance with the restrictions set forth in the Indenture.

The Issuer, the Trustee, and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner of such Note on the Register on the applicable Record Date for the purpose of receiving payments of principal of and distributions on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

The Certificated Subordinated Notes will be issued in minimum denominations of $590,000 and integral multiples of $1 in excess thereof.

In connection with the purchase of this Subordinated Note, the Holder and each beneficial owner thereof agrees that: (A) none of the Co-Issuers, the Collateral Manager, the Initial Purchaser, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser for such Holder or beneficial owner; (B) such Holder or beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates other than any statements in the final Offering Circular for such Subordinated Notes, and such Holder or beneficial owner has read and understands such final Offering Circular (including, without limitation, the descriptions therein of the structure of the transaction in which the Subordinated Notes are being issued and the risks to purchasers of the Subordinated Notes); (C) such Holder or beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Co-Issuers, the Collateral Manager, the Trustee, the Collateral Administrator, the Initial Purchaser or any of their respective Affiliates; and (D) it will provide the Issuer or its agents with such information and documentation that may be required for the Issuer to comply with its obligations under the Anti-Money Laundering Regulations (as amended) of the Cayman Islands and related guidance notes and regulations and shall update or replace such information or documentation, as may be necessary.

EXH. A4-6

Title to Notes shall pass by registration in the Register kept by the Trustee, acting through its Corporate Trust Office.

No service charge shall be made for registration of transfer or exchange of this Note, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Each Holder and beneficial owner of this Note, by its acceptance of this Note, hereby agrees that it shall not institute against, or join any other Person in instituting against the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation Proceedings or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy laws or any similar laws until at least one year (or, if longer, the applicable preference period then in effect) and one day after payment in full of the Notes.

AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

EXH. A4-7

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Dated as of _________________, 20__.

OCTAGON INVESTMENT PARTNERS 26, LTD. By: Name: Title:

EXH. A4-8

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.

Dated as of _________________, 20__.

U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory

EXH. A4-9

ASSIGNMENT FORM

For value received

does hereby sell, assign, and transfer to

Please insert social security or other identifying number of assignee

Please print or type name and address, including zip code, of assignee:

the within Note and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the Note on the books of the Trustee with full power of substitution in the premises.

Date: Your Signature: (Sign exactly as your name appears in the security) */ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in 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 Securities Exchange Act of 1934, as amended.