Exhibit 99.1

EXECUTION VERSION

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INDENTURE AND SECURITY AGREEMENT

by and among

WHITEHORSE FINANCE CLO I, LLC

Issuer

and

The Bank of New York Mellon Trust Company, National Association

Trustee

Dated as of June 10, 2025

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TABLE OF CONTENTS

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Schedules and Exhibits

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INDENTURE AND SECURITY AGREEMENT, dated as of June 10, 2025, among WhiteHorse FINANCE CLO I, LLC, a limited liability company formed under the laws of the State of Delaware (the “Issuer”) and The Bank of New York Mellon Trust Company, National Association, as Trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).

PRELIMINARY STATEMENT

The Issuer is duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture and the Class A-L Loans incurred pursuant to the Class A-L Loan Agreement. Except as otherwise provided herein, all covenants and agreements made by the Issuer herein are for the benefit and security of the Secured Parties. The Issuer and the Trustee are entering into this Indenture for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

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

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of each Class of the Secured Debt, the Trustee, the Loan Agent,  the Bank in each of its other capacities under the Transaction Documents, the Securities Intermediary, each Hedge Counterparty and the Placement Agent (collectively, the “Secured Parties”), all of its right, title and interest in, to and under all property of the Issuer, in each case, whether now owned or existing, or hereafter acquired or arising and wherever located, including, without limitation, the following property of the Issuer (all such property is collectively referred to as the “Assets”):

(a)the Collateral Obligations, the Loss Mitigation Obligations and the Specified Equity Securities which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations, Loss Mitigation Obligations and Specified Equity Securities which are Delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto;

(b)each of the Accounts and any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein;

(c)all income from the investment of funds in each Hedge Counterparty Collateral Account, subject to the rights of the Hedge Counterparty therein;

(d)the Investment Management Agreement, the Placement Agreement, the Class A-L Loan Agreement, the Hedge Agreements, the Master Participation Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement and the Risk Retention Letter;

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(e)all Cash or Money Delivered to the Trustee (or its bailee) from any source for the benefit of the Secured Parties or the Issuer;

(f)all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC);

(g)any other property otherwise Delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations or Eligible Investments);

(h)any Equity Securities received by the Issuer; and

(i)all proceeds with respect to the foregoing.

The above Grant is made to secure the Secured Debt of each Class and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article XIII of this Indenture, the Secured Debt of each Class is secured by the Grant equally and ratably without prejudice, priority or distinction between any Class of the Secured Debt and any other Class of the Secured Debt by reason of difference in time of issuance or otherwise. Such Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article XIII of this Indenture, (i) the payment of all amounts due on each Class of the Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture or the Class A-L Loan Agreement, (iii) the payment of amounts owing by the Issuer under the Placement Agreement, the Risk Retention Letter, the Hedge Agreements, the Investment Management Agreement, the Class A-L Loan Agreement, the Securities Account Control Agreement, and the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible Investments,” as the case may be.

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

ARTICLE I

Definitions

Section 1.1Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. For the avoidance of doubt, references to (x) the “issuance” of the Debt or to the “execution,” “authentication” and/or “delivery” of the Debt shall be understood to refer, in the case of Class A-

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L Loans, to the incurrence of Class A-L Loans by the Issuer pursuant to the Class A-L Loan Agreement and this Indenture and (y) the “redemption” or “redeeming” of the Debt shall be understood to refer, in the case of Class A-L Loans, to the repayment or prepayment of Class A-L Loans by the Issuer.

“17g-5 Information”:  The meaning specified in Section 14.17(a).

“17g-5 Website”:  A password protected internet website which shall initially be located at [ ] under the tab “NRSRO Reports,” specified by Issuer’s name, access to which is limited to the Rating Agency and NRSROs who have provided an NRSRO Certification. Any change of the 17g-5 Website shall only occur after notice has been delivered by the Issuer to the Information Agent, the Investment Manager, the Placement Agent and the Rating Agency setting the date of change and new location of the 17g-5 Website.

“25% Limitation”:  A limitation that is exceeded if Benefit Plan Investors hold 25% or more of the total value of any Class of the ERISA Restricted Secured Notes, the Subordinated Notes or any other Class of Debt that is treated as an equity interest in the Issuer for purposes of ERISA, as calculated under 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

“ABL Facility”:  A lending facility pursuant to which the loans thereunder are secured by a perfected, first priority security interest in accounts receivable, inventory, machinery, equipment, real estate, oil and gas reserves, vessels, or periodic revenues, where such collateral security consists of assets generated or acquired by the related Obligor in its business.

“Accountants’ Certificate”:  A certificate, of the firm or firms appointed by the Issuer pursuant to Section 10.10(a).

“Accounts”: (i) the Payment Account, (ii) the Collection Account, (iii) the Revolver Funding Account, (iv) the Custodial Account, (v) each Hedge Counterparty Collateral Account, (vi) the Closing Expense Account, (vii) the Permitted Use Account and (viii) the Ramp-Up Account, in each case including all subaccounts thereof.

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

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

“Additional Uptier Priming Debt Conditions”: In the case of any newly issued Superpriority New Money Debt proposed to be acquired by the Issuer, the following additional conditions are met as of the relevant trade date: (1) such Superpriority New Money Debt meets each of the requirements set forth in the definition of Collateral Obligation (disregarding, for the avoidance of doubt, any carveouts therein) and is acquired in accordance with the Eligibility Criteria; (2) the Investment Manager (on behalf of the Issuer) or the underlying Obligor of such Superpriority New Money Debt has requested a rating from S&P and the Investment Manager reasonably expects such Asset to receive within 90 days a rating from S&P that is no lower than “CCC-” (provided that, unless and until S&P assigns such a rating (as notified by the Investment Manager to the Trustee), (i) regardless of any other treatment under this Indenture, such

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Superpriority New Money Debt shall be considered a “Loss Mitigation Qualified Obligation” for purposes of the “Interest Proceeds” definition and (ii) such Superpriority New Money Debt shall be deemed to have an S&P Rating of (A) for the first 90 days following its acquisition by the Issuer, the S&P Rating that the Investment Manager reasonably expects such Asset to receive, subject to a maximum of “CCC+” and (B) thereafter, “CCC-”); (3) the Investment Manager reasonably expects that acquiring such Superpriority New Money Debt will result in better overall recovery on the related Collateral Obligation, or that failing to do so, would likely preclude, or otherwise limit, the prospects of an overall better recovery on the related Collateral Obligation (in each case, in the Investment Manager’s commercially reasonable judgment, which judgment shall not be called into question by subsequent events or any determinations made by the Investment Manager for its other clients or investment vehicles managed by the Investment Manager); and (4) the Investment Manager reasonably expects that the SNMD Condition will be satisfied with respect to such acquisition.

For purposes of the Additional Uptier Priming Debt Conditions, “SNMD Condition” means a condition that is satisfied if A is less than or equal to (B minus C), where:

“A” is equal to the amount of Principal Proceeds (excluding any Excess Par Amount) to be applied to purchase such Superpriority New Money Debt;

“B” is equal to (i) the expected aggregate recoveries of the related Rolled Senior Uptier Debt plus (ii) the expected aggregate recoveries of the Superpriority New Money Debt; and

“C” is equal to expected aggregate recoveries of the Collateral Obligation held by the Issuer that is subject to the Uptier Priming Transaction if the Issuer does not participate in the Superpriority New Money Debt;

in each case, as determined by the Investment Manager in its commercially reasonable judgment (which judgment shall not be called into question by subsequent events or any determinations made by the Investment Manager for its other clients or investment vehicles managed by the Investment Manager).

“Adjusted Break-even Default Rate”: As of any date of determination:

(a) prior to the S&P CDO Monitor Election Date, the sum of:

(i) the product of (x) the Break-even Default Rate, multiplied by (y) the quotient of (1) the Target Initial Par Amount divided by (2) the Monitor Principal Amount; plus

(ii) the quotient of (x)(1) the Monitor Principal Amount minus (2) the Target Initial Par Amount, divided by (y) the product of (1) the Monitor Principal Amount multiplied by (2) 1 minus the Weighted Average S&P Recovery Rate;

(b) on and after the S&P CDO Monitor Election Date, the maximum percentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, as applicable, can sustain, determined through application of the applicable S&P CDO Monitor chosen by the Investment Manager in accordance with the definition of “S&P CDO Monitor” that is applicable to the

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portfolio of Collateral Obligations, which, after giving effect to S&P’s assumptions on recoveries, defaults and timing and to the Priority of Payments, will result in sufficient funds remaining for the payment of the Highest Ranking Class. After the S&P CDO Monitor Election Date, S&P will provide the Investment Manager and the Collateral Administrator with the Adjusted Break-even Default Rate for each S&P CDO Monitor based upon the Weighted Average Spread and the Weighted Average S&P Recovery Rate to be associated with such S&P CDO Monitor as selected by the Investment Manager from Section 2 of Schedule 2 or any other Weighted Average Spread and Weighted Average S&P Recovery Rate selected by the Investment Manager from time to time.

“Administrative Expense Cap”:  An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.02% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months) of the Aggregate Principal Balance of the Assets (excluding any Assets that constitute Interest Proceeds) as of the first day of the related Collection Period and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months); provided that in respect of the third Payment Date following the Closing Date and any Payment Date thereafter, if the aggregate amount of Administrative Expenses paid pursuant to Sections 11.1(a)(i)(A), 11.1(a)(ii)(A) and 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates (or the two immediately preceding Payment Dates in the case of the third Payment Date following the Closing Date) and 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 such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date, except that, in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

“Administrative Expenses”:  The fees, expenses (including indemnities) and other amounts due or accrued with respect to any Payment Date (including, with respect to any Payment Date, any such amounts that were due and not paid on any prior Payment Date in accordance with the Priority of Payments) and payable in the following order by the Issuer:  first, on a pari passu basis to (v) the Trustee pursuant to Section 6.7 and the other provisions of this Indenture, including any reasonable and documented costs incurred by the Trustee in connection with preparation of financial statements of the Issuer required to be delivered pursuant to Section 7.19(a) or Section 7.19(b) and any costs and expenses in connection with an audit of the Issuer in connection therewith, (w) the Loan Agent pursuant to the Transaction Documents, (x) without duplication to clause (w), to the Bank in all of its other capacities under the Transaction Documents, and to the Securities Intermediary and (y) the Collateral Administrator pursuant to the Collateral Administration Agreement, second, on a pro rata basis, the following amounts (excluding indemnities) to the following parties:  (i) the Independent Accountants, agents (other than the Investment Manager) and counsel of the Issuer for fees, costs and expenses; (ii) on a pro rata basis, (x) the Rating Agency for fees and expenses (including any annual fee, amendment fees and surveillance fees) in connection with any rating of the Secured Debt or in connection with the rating of (or provision of credit opinions in respect of) any Collateral Obligations and (y) any person in respect of any fees or expenses incurred as a result of compliance with Rule 17g-5 of the Exchange Act; (iii) the Investment Manager under this Indenture and pursuant to the Investment

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Management Agreement but excluding the Investment Management Fee, any Risk Retention Expenses and any Article 7 Reporting Expenses; (iv) [reserved]; (v) the independent manager of the Issuer for fees and expenses; (vi) any person in respect of any governmental fee or Tax (including Tax Account Reporting Rules Compliance Costs); (vii) any Article 7 Reporting Expenses; (viii) to any other person (including the Investment Manager and the Retention Holder) for any (x) pecuniary sanctions arising under Article 32 of the EU Securitisation Regulation and (y) administrative penalties imposed in respect of the UK Securitisation Regulations or any national laws or regulations supplementing or implementing the EU/UK Securitisation Regulations in relation to a failure by the Issuer (or any other Person that is a party to the Transaction Documents (but excluding, for the avoidance of doubt, any Holder or EU Connected Investor) to meet the EU Transparency Requirements; and (ix) any other Person in respect of any other fees or expenses permitted under this Indenture, the Class A-L Loan Agreement and the documents delivered pursuant to or in connection with this Indenture (including the payment of all legal and other fees and expenses incurred in connection with the purchase or sale of any Collateral Obligations and any other expenses incurred in connection with the Collateral Obligations), the Class A-L Loan Agreement and the Debt, including but not limited to amounts owed under the Class A-L Loan Agreement, and any amounts due in respect of the listing of any Notes on any stock exchange or trading system; and third, on a pro rata basis, (i) indemnities payable to any Person pursuant to any Transaction Document and (ii) any Risk Retention Expenses; provided that (x) amounts due in respect of actions taken on or before the Closing Date shall not be payable as Administrative Expenses but shall be payable only from the Closing Expense Account pursuant to Section 10.5 and (y) for the avoidance of doubt, amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated to be payable as an amount other than as Administrative Expenses (including, without limitation, interest and principal in respect of the Debt) shall not constitute Administrative Expenses.

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

“Affiliate”:  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, such Person or (b) any other Person who is a director, Officer, employee or general partner (i) of such Person, (ii) of any subsidiary or parent company of such Person or (iii) of any Person described in clause (a) of this sentence; provided that (x) investment vehicles or funds or accounts managed by the Investment Manager or Affiliates of the Investment Manager shall be excluded from the definition hereof, (y) the Issuer shall not be deemed to be an Affiliate of the Investment Manager or any of its Affiliates solely by reason of the Investment Management Agreement and (z) Obligors in respect of Collateral Obligations shall not be deemed Affiliates solely because they have the same financial sponsor. For the purposes of this definition, “control” of a Person means the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

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

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“Aggregate Funded Spread”:  As of any Measurement Date, the sum of:

(a)in the case of each Floating Rate Obligation (other than a Defaulted Obligation) that bears interest at a spread over a SOFR-based index (including, for any Partial PIK Loan, only the excess of the required current payable interest required by the Underlying Instruments thereon over the applicable index and excluding the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation), (i) the stated interest rate spread paid in cash on such Collateral Obligation above such index multiplied by (ii) the outstanding principal balance of such Collateral Obligation; provided that with respect to any Reference Rate Floor Obligation, the stated interest rate spread paid in cash on such Collateral Obligation over the applicable index shall be deemed to be equal to the sum of (x) the stated interest rate spread paid in cash over the applicable index and (y) the excess, if any, of the specified “floor” rate relating to such Collateral Obligation over the applicable index; and

(b)in the case of each Floating Rate Obligation (including, for any Partial PIK Loan, only the required current cash pay interest required by the Underlying Instruments thereon and excluding the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) that bears interest at a spread over an index other than a SOFR-based index, (i) the excess of the sum of such spread and such index paid in cash over the Benchmark with respect to the Floating Rate Debt as of the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the outstanding principal balance of each such Collateral Obligation;

provided that, with respect to each of clauses (a) and (b), the interest rate of each Step-Up Obligation will be deemed to be its current rate of interest and the interest rate of each Step-Down Obligation will be deemed to be the lowest rate of interest that such Asset will by its terms pay in the future solely as a function of the passage of time.

“Aggregate Outstanding Amount”:  With respect to any of the Debt as of any date, the aggregate unpaid principal amount of such Debt Outstanding.

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

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

“Alternative Method”: The meaning specified in Section 7.16(s).

“Appraisal”:  With respect to any Collateral Obligation, an appraisal of either (A) such Collateral Obligation or (B) the assets securing such Collateral Obligation, in each case, that is conducted by an Approved Appraisal Firm on the basis of the fair market value of such Collateral

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Obligation or such assets (that is, the price that would be paid by a willing buyer to a willing seller of such Collateral Obligation or such assets in a commercially reasonable sale on an arm’s-length basis). Any Appraisal required hereunder (i) may be in the form of an update or reaffirmation by an Approved Appraisal Firm of an Appraisal previously performed by an Approved Appraisal Firm and (ii) shall be provided within five Business Days following completion to the Collateral Administrator for purposes of the Monthly Report.

“Appraised Value”:  With respect to any Collateral Obligation, the Appraisal value (determined in Dollars, and which, if Appraisals for both of the following are available, the greater) of either (A) such Collateral Obligation or (B) the assets securing such Collateral Obligation, net of estimated costs of their liquidation as determined by the applicable Approved Appraisal Firm, in each case as set forth in the related Appraisal or, if a range of values is set forth therein, the midpoint of such values; provided that the Appraised Value of any Collateral Obligation shall in no case be greater than its Principal Balance. If the Issuer owns less than 100% of the total lenders’ interests secured by the assets securing any Collateral Obligation or has sold participation interests in such Collateral Obligation, then the Appraised Value with respect to such Collateral Obligation will be adjusted appropriately taking into account marketability and other factors the Investment Manager may determine to be appropriate in such circumstances and in any event will at least be reduced to reflect the proportionate interests of all other lenders or participants secured by such assets (taking into account the relative seniority of all such lenders and participants) that rank pari passu with or senior to (including with respect to liquidation) the Issuer’s interest under the Collateral Obligation.

“Approved Appraisal Firm”:  Those entities whose names are set forth in Exhibit E hereto, as it may be amended from time to time; provided that (a) any such entity added to such Exhibit after the Closing Date shall be an independent appraisal firm (i) recognized as being experienced in conducting valuations of loans of the type constituting Collateral Obligations and (ii) that the Issuer, or the Investment Manager in accordance with the Standard of Care, determines is qualified with respect to each Collateral Obligation and (b) at no time may the Issuer, the Investment Manager or any Affiliate thereof be an Approved Appraisal Firm. The Issuer will use reasonable efforts to notify the Rating Agency of any changes to Exhibit E, which may be by email.

“Approved Foreign Jurisdiction”:  Each of Austria, Australia, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom, and the Approved Tax Jurisdictions; provided that each such country (other than the Approved Tax Jurisdictions) has a foreign currency issuer credit rating that is at least “AA-” by S&P.

“Approved Tax Jurisdiction”:  (a) Each of The Bahamas, Bermuda, the British Virgin Islands, the Cayman Islands, Curaçao, Guernsey, the Isle of Man, Jersey, Luxembourg, the Marshall Islands, Sint Maarten and the U.S. Virgin Islands, and (b) any other jurisdiction as may be designated an Approved Tax Jurisdiction by the Issuer or the Investment Manager subject to satisfaction of the Rating Agency Condition.

“Article 7 ITS”: Commission Implementing Regulation (EU) 2020/1225.

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“Article 7 Reporting”: Reporting in the form required by Articles 7(1)(a), 7(1)(e), and 7(1)(g) of the EU Securitisation Regulation (including any implementing and/or regulatory technical standards made pursuant thereto).

“Article 7 Reporting Expenses”: All costs and expenses incurred by any person (other than an EU Institutional Investor or an EU Connected Investor) in connection with any Article 7 Reporting Request and the provision of any related Article 7 Reporting (including, but not limited to, the appointment of any Reporting Agent and any amendments to the Transaction Documents that may be necessary or desirable to facilitate such Article 7 Reporting).

“Article 7 Reporting Request”: A written request for Article 7 Reporting made by an EU Institutional Investor or an EU Connected Investor confirming: (i) its, or, in the case of an EU Connected Investor, its counterparty’s, status as an EU Institutional Investor and (ii) that it has, in good faith, determined that the EU Transparency Requirements are applicable to the transaction described in this Indenture and it requires Article 7 Reporting in respect of its, or its counterparty’s, obligations under the EU Due Diligence Requirements, such request delivered to the EU/UK Retention Holder and the Investment Manager and copied to the Issuer, the Collateral Administrator and the Trustee.

“Article 7 RTS”: Commission Delegated Regulation (EU) 2020/1224.

“Article 7 Technical Standards”: The Article 7 RTS and the Article 7 ITS.

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

“Assignment/Conversion”:  The meanings specified in Section 2.3(b).

“Assumed Reinvestment Rate”:  The Benchmark (as determined on the most recent Interest Determination Date relating to an Interest Accrual Period beginning on a Payment Date or the Closing Date); provided that the Assumed Reinvestment Rate shall not be less than 0.00%.

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

“Authorized Officer”:  With respect to the Issuer, any Officer or any other Person who is authorized to act for the Issuer in matters relating to, and binding upon, the Issuer. With respect to the Investment Manager, any Officer, employee, member or agent of the Investment Manager who is authorized to act for the Investment Manager in matters relating to, and binding upon, the Investment Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Trustee, the Loan Agent, the Collateral Administrator or the Bank (in each of its other capacities under the Transaction Documents) or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer. With respect to any Authenticating Agent, any Officer or Trust Officer of such Authenticating Agent who is authorized to authenticate the Notes. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may

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be considered as in full force and effect until receipt by such other party of written notice to the contrary.

“Available Interest Proceeds”: As of the Redemption Date in connection with a Refinancing, Interest Proceeds in an amount equal to the sum of (i) the lesser of (a) the amount of accrued interest on the Classes being refinanced or redeemed and (b) the amount the Investment Manager reasonably determines would have been available for distribution under Section 11.1(a)(i) for the payment of accrued interest on the Classes being refinanced or redeemed on the next subsequent Payment Date if such Debt had not been refinanced or redeemed and (ii) the amount the Investment Manager reasonably determines will be available on the next subsequent Payment Date under Section 11.1(a)(i) for the payment of Administrative Expenses.

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

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

“Bank”:  The Bank of New York Mellon Trust Company, National Association, in its individual capacity and not as Trustee or Loan Agent, and any successor thereto.

“Bankruptcy Law”:  The federal Bankruptcy Code, Title 11 of the United States Code, as amended from time to time, and any successor statute or any other applicable federal or state bankruptcy law or similar law, and any bankruptcy, insolvency, winding up, reorganization or similar law enacted under any other applicable jurisdiction.

“Bankruptcy Subordination Agreement”:  The meaning specified in Section 5.4(d)(ii).

“Benchmark”:  With respect to (a) the Floating Rate Debt, initially, Term SOFR; provided that if Term SOFR or the then-current Benchmark is unavailable or no longer reported, as determined by the Investment Manager on any date of determination, then upon written notice from the Investment Manager to the Issuer, the Calculation Agent, the Collateral Administrator and the Trustee, then “Benchmark” means the Fallback Rate for all purposes relating to the Floating Rate Debt in respect of such determination on such date and all determinations on all subsequent dates; provided, further, that the Benchmark with respect to the Floating Rate Debt will be no less than zero and (b) any Floating Rate Obligation, the reference rate applicable to such Floating Rate Obligation calculated in accordance with the related Underlying Instruments.

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“Benchmark Replacement Conforming Changes”:  With respect to any Fallback Rate, any technical, administrative or operational changes (including changes to the definition of “Interest Accrual Period,” timing and frequency of determining rates and making payments of interest, the inclusion of an applicable credit spread adjustment and other administrative matters) that the Investment Manager decides may be appropriate to reflect the adoption of such Fallback Rate in a manner substantially consistent with market practice (or, if the Investment Manager decides that adoption of any portion of such market practice is not administratively feasible or if the Investment Manager determines that no market practice for use of the Fallback Rate exists, in such other manner as Investment Manager determines is reasonably necessary).

“Beneficial Ownership Certificate”: The meaning specified in Section 14.2(e).‎

“Benefit Plan Investor”:  A benefit plan investor as defined in 29 C.F.R. Section 2510.3-101 and Section 3(42) of ERISA, which includes an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, a plan that is subject to Section 4975 of the Code or an entity whose underlying assets include “plan assets” by reason of any such employee benefit plan’s or plan’s investment in the entity.

“Bond”:  Any obligation that (a) constitutes borrowed money and (b) is in the form of, or represented by, a bond, note, certificated debt security or other debt security of a corporation (other than any of the foregoing that evidences a Loan or Participation Interest).

“Book Value”: “Book value” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv), adjusted (to the extent permitted under Treasury Regulations Section 1.704-1(b)(2)(iv)(f)) as necessary to reflect the relative economic interests of the Partners).

“Break-even Default Rate”: With respect to the Highest Ranking Class, as of any date of determination, the sum of (a) 0.074076, plus (b) the product of (i) 2.201540 multiplied by (ii) the Weighted Average Spread, plus (c) the product of (i) 1.326521 multiplied by (ii) the Weighted Average S&P Recovery Rate.

“Bridge Loan”:  Any loan or other obligation that (a) is incurred in connection with a merger, acquisition, consolidation, or sale of all or substantially all of the assets of a Person or similar transaction and (b) by its terms, is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (it being understood that any such loan or debt security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the Obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Loan).

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

“Calculation Agent”:  The meaning specified in Section 7.15.

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

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

“CCC Excess”:  As of any date of determination, the amount equal to the excess, if any, of (a) the Aggregate Principal Balance of all CCC Collateral Obligations over (b) 20.0% of the Total Capitalization as of such date of determination; provided that in determining which of the CCC Collateral Obligations will be included in the CCC Excess, the CCC Collateral Obligations with the lowest Market Value expressed as a percentage the Principal Balance of such Collateral Obligation will be deemed to constitute such CCC Excess.

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

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

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

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

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

“CFTC”:  The U.S. Commodity Futures Trading Commission.

“Class”:  (a) In the case of the Secured Debt, all of the Secured Debt having the same priority (as a single class); provided that (i) a Pari Passu Class shall constitute and vote together as a single Class for all purposes under this Indenture and the other Transaction Documents, except (x) as expressly stated otherwise in such Transaction Document, (y) in the case of any vote with respect to any amendment or modification of this Indenture or any other Transaction Document, as applicable, that would by its terms directly affect the Holders of one such Class of Debt, exclusively and differently from the Holders of the other such Class of Debt and (z) in the case of Refinancing and Re-Pricing, each Pari Passu Class will be treated each as a separate Class and (b) in the case of the Subordinated Notes, all of the Subordinated Notes. Notwithstanding anything to the contrary herein, the Class A Debt shall be treated as a single Class for purposes of any Refinancing.

“Class A Debt”: Collectively, the Class A Notes, the Class A-L Notes and the Class A-L Loans.

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

“Class A/B Coverage Tests”:  The Interest Coverage Test and the Overcollateralization Ratio Test, each as applied to the Class A Debt and the Class B Notes (in the aggregate and not separately by Class).

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“Class A-L Lender”: Each lender under the Class A-L Loan Agreement with respect to the Class A-L Loans.

“Class A-L Loan Agreement”: The Class A-L Loan Agreement, dated as of the Closing Date, among the Issuer, the Loan Agent, the Trustee and each Class A-L Lender party thereto, as amended from time to time.

“Class A-L Loans”: The Class A-L Loans incurred pursuant to the Class A-L Loan Agreement and having the characteristics specified in Section 2.3.

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

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

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

“Class C Notes”:  The Class C Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

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

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

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

“Clearstream”:  Clearstream Banking, société anonyme, a corporation organized under the laws of the Duchy of Luxembourg.

“Closing Date”: June 10, 2025.

“Closing Date Participation Interest”:  Any Participation Interest acquired by the Issuer from the Transferor pursuant to the Master Participation Agreement that has not been otherwise elevated to a loan by the Closing Date.

“Closing Expense Account”:  The account established pursuant to Section 10.5.

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

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“Collateral Administration Agreement”:  An agreement dated as of the Closing Date, among the Issuer, the Investment Manager and the Collateral Administrator, as amended from time to time in accordance with the terms thereof and of this Indenture.

“Collateral Administrator”:  The Bank of New York Mellon Trust Company, National Association, in its capacity as collateral administrator under the Collateral Administration Agreement, and any successor thereto.

“Collateral Interest Amount”:  As of any date of determination, without duplication, the aggregate amount of Interest Proceeds that has been received or that is expected to be received (including, for any Partial PIK Loan, only the required current cash pay interest expected to be received on the Underlying Instruments thereon and other Interest Proceeds actually received on such Partial PIK Loan, and excluding Interest Proceeds expected to be received from Defaulted Obligations but including Interest Proceeds actually received from Defaulted Obligations), in each case during the Collection Period in which such date of determination occurs (or after such Collection Period but on or prior to the related Payment Date if such Interest Proceeds would be treated as Interest Proceeds with respect to such Collection Period).

“Collateral Obligation”:  (1) A Senior Secured Loan, a First Lien Last-Out Loan, a Second Lien Loan or an Unsecured Loan (in each case whether originated by or assigned to the Issuer), (2) a Permitted Non-Loan Asset or (3) Participation Interest therein that, as of the date of acquisition or origination by, or contribution to, the Issuer meets each of the following criteria:

(i)is denominated and payable in U.S. Dollars (and is not convertible into, or payable in, any other currency) and is governed by the law of a state of the United States or the law of an Approved Foreign Jurisdiction where the Obligor is Domiciled (other than an Approved Tax Jurisdiction);

(ii)is an obligation of an Obligor Domiciled in the United States (or any state thereof) or an Approved Foreign Jurisdiction;

(iii)is not a Defaulted Obligation;

(iv)does not have (A) an “f,” “p,” “t” or “sf” subscript assigned by S&P, or (B) an “sf” subscript assigned by any other NRSRO;

(v)is not a Credit Risk Obligation, a Synthetic Security, a Zero Coupon Obligation or a Real Estate Loan;

(vi)is not a Structured Finance Obligation, a lease (including a finance lease), a securities lending agreement or chattel paper;

(vii)is not subject to material non-credit related risk (such as the occurrence of a catastrophe), as reasonably determined by the Investment Manager;

(viii)(a) is not an Equity Security or a component of an Equity Security and (b) is not exchangeable or convertible into equity;

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(ix)(a) is not the subject of an Offer or (b) is not called for redemption;

(x)does not constitute Margin Stock;

(xi)has an S&P Rating that is at least “CCC-” (or, if such Collateral Obligation is a DIP Collateral Obligation, was assigned a point-in-time rating by S&P in the prior 12 months that was at least “CCC-” immediately prior to such rating being withdrawn);

(xii)(a) provides for the full principal balance to be payable at 100% of par at or prior to its maturity and (b) has a maturity date falling no later than the earliest Stated Maturity of the Debt (unless, in the case of clause (b), such obligation is a Loss Mitigation Obligation or a Permitted Maturity Obligation);

(xiii)if such Collateral Obligation is a Participation Interest, then such Participation Interest is acquired from (1)(a) a Selling Institution incorporated or organized under the laws of the United States (or any state thereof) or any U.S. branch of a Selling Institution incorporated or organized outside the United States or (b) with respect to Collateral Obligations the Obligors of which are organized or incorporated in an Approved Foreign Jurisdiction (other than an Approved Tax Jurisdiction), a Selling Institution organized or incorporated in an Approved Foreign Jurisdiction (other than an Approved Tax Jurisdiction); and (2) for so long as S&P is a Rating Agency, a Selling Institution which satisfies the S&P Counterparty Criteria; provided that if such Collateral Obligation is a Closing Date Participation Interest, then (1) the Selling Institution (a) is a bankruptcy-remote special purpose entity or (b) has an S&P rating of A- or higher and (2) such Closing Date Participation Interest is elevated within 90 days of being entered into;

(xiv)must pay interest at least semi-annually;

(xv)is not an obligation (other than a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation) pursuant to which any future advances or payments to the Obligor may be required to be made by the Issuer;

(xvi)will not cause the Issuer, any subsidiary of the Issuer or the pool of Assets to be required to be registered as an investment company under the Investment Company Act;

(xvii)is not a PIK Loan (other than a Partial PIK Loan);

(xviii)is not a Subordinated Loan or, other than with respect to Second Lien Loans, a mezzanine loan;

(xix)the acquisition price (exclusive of the portion thereof attributable to accrued interest) paid by the Issuer therefor is not less than 65% of the Principal Balance thereof;

(xx)is Registered;

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(xxi)neither is nor supports a letter of credit;

(xxii)does not subject the Issuer to withholding tax (other than withholding with respect to commitment fees, origination fees and similar fees and withholding that may be imposed pursuant to FATCA), unless the relevant Obligor is required to make additional payments to the Issuer so that the net amount received by the Issuer after satisfaction of such tax is the full amount the Issuer would have received had such withholding tax not been imposed;

(xxiii)is not an obligation of a Portfolio Company;

(xxiv)unless such obligation that was acquired is a Recurring Revenue Loan, is an obligation of an Obligor with a trailing twelve-month EBITDA of more than U.S.$5,000,000;

(xxv)other than with respect to Unsecured Loans, provides the Issuer (or an agent on behalf of the applicable creditors with respect to such Collateral Obligation) with a valid, perfected and enforceable security interest in the collateral granted under the applicable Underlying Instrument at the level of priority indicated in the applicable Underlying Instrument;

(xxvi)other than with respect to Permitted Non-Loan Assets, is not a Bond (or any other type of debt security that is not a loan or a Participation Interest);

(xxvii)is not an obligation of an Obligor that is an Affiliate of the Investment Manager; and

(xxviii)other than with respect to Eligible Cov-Lite Loans, is not a Cov-Lite Loan.

For the avoidance of doubt, Collateral Obligations may include any Loss Mitigation Obligation or any Loss Mitigation Qualified Obligation designated as a Collateral Obligation by the Investment Manager in accordance with the terms specified in the definition of “Loss Mitigation Obligation”, and shall constitute a Collateral Obligation (and not a Loss Mitigation Obligation or a Loss Mitigation Qualified Obligation) only following such designation.

“Collateral Quality Test”:  A test satisfied on any date of determination on and after the Effective Date and during the Reinvestment Period if, in the aggregate, the Collateral Obligations owned (or in relation to a proposed purchase or origination of a Collateral Obligation, proposed to be owned) by the Issuer satisfy each of the tests set forth below  or if a test is not satisfied on such date, the degree of compliance with such test is maintained or improved after giving effect to the purchase or origination, calculated in each case as required by Section 1.3 herein:

(i)the Minimum Weighted Average Floating Spread Test;

(ii)the Minimum Weighted Average Fixed Rate Coupon Test;

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(iii)the Maximum Weighted Average Life Test;

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

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

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

“Collection Period”:  (i) With respect to the first Payment Date, the period commencing on the Closing Date and ending at the close of business on the 8^th Business Day prior to the first Payment Date; and (ii) with respect to any other Payment Date, the period commencing on the day immediately following the prior Collection Period and ending (a) in the case of the final Collection Period preceding the latest Stated Maturity of any Class of Debt, on the day of such Stated Maturity, (b) in the case of the final Collection Period preceding an Optional Redemption or Tax Redemption in whole of the Debt, on the Business Day preceding the Redemption Date and (c) in any other case, at the close of business on the 8^th Business Day prior to such Payment Date.

“Commitment Shortfall”:  The amount by which:

(a)the aggregate Unfunded Amount exceeds

(b)the sum of (i) amounts on deposit in the Collection Account, including Eligible Investments credited thereto, representing Principal Proceeds plus (ii) amounts on deposit in the Revolver Funding Account, including Eligible Investments credited thereto.

“Commodity Exchange Act”:  The United States Commodity Exchange Act of 1936, as amended.

“Competent Authorities”: In respect of the originator, sponsor and SSPE of a securitization, the national regulators in their respective EU member states (if any).

“Concentration Limitations”:  Limitations satisfied on any Measurement Date or other date of determination, in each case on and after the Effective Date, and during the Reinvestment Period if the Aggregate Principal Balance of the Collateral Obligations owned (or in relation to a proposed purchase or origination of a Collateral Obligation, proposed to be purchased or originated) by the Issuer comply with all of the requirements set forth below (or in relation to a proposed purchase or origination, if not in compliance, the relevant requirements must be maintained or improved after giving effect to the purchase or origination), calculated in each case as required by Section 1.3 herein, calculated as a percentage of Total Capitalization:

(i)at least 92.5% shall consist of Collateral Obligations that are Senior Secured Loans and amounts on deposit in the Principal Collection Account (including Eligible Investments purchased with amounts on deposit in the Principal Collection Account);

(ii)not more than 7.5% may consist of Collateral Obligations that are First Lien Last-Out Loans, Second Lien Loans, Unsecured Loans or Permitted Non-

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Loan Assets, in the aggregate; provided that (a) not more than 3.0% may consist of Unsecured Loans, and (b) not more than 5.0% may consist of Permitted Non-Loan Assets;

(iii)not more than 10.0% may consist of Fixed Rate Obligations;

(iv)not more than 5.0% may consist of Current Pay Obligations;

(v)not more than 3.5% may consist of obligations issued by a single Obligor and its Affiliates; provided that (x) the five largest single Obligors and their respective Affiliates may each represent up to 5.0% and (y) not more than 1.5% may consist of obligations that are not Senior Secured Loans issued by a single Obligor and its Affiliates;

(vi)not more than 12.0% may consist of Collateral Obligations with Obligors in any one S&P Industry Classification; provided that (a) the largest S&P Industry Classification may represent up to 20.0%, (b) the second largest S&P Industry Classification may represent up to 17.5% and (c) the third largest S&P Industry Classification may represent up to 15.0% of Total Capitalization;

(vii)not more than 5.0% may consist of DIP Collateral Obligations;

(viii)not more than 10.0% may consist of Collateral Obligations that pay interest less frequently than quarterly;

(ix)not more than 10.0% may consist, in the aggregate, of Revolving Collateral Obligations and any undrawn commitments with respect to Delayed Drawdown Collateral Obligations;

(x)not more than 20.0% may consist of Obligors Domiciled in an Approved Foreign Jurisdiction; provided that not more than 5.0% may consist of Collateral Obligations whose Obligors are Domiciled in an Approved Tax Jurisdiction;

(xi)not more than 25.0% may consist of Eligible Cov-Lite Loans; provided that not more than 15.0% may consist of Eligible Cov-Lite Loans issued by Obligors with a trailing twelve-month EBITDA of less than U.S.$50,000,000.

(xii)not more than 20.0% may consist of Participation Interests (other than any Closing Date Participation Interest);

(xiii)not more than 10.0% may consist of Discount Obligations;

(xiv)not more than 20.0% may consist of CCC Collateral Obligations;

(xv)not more than 2.5% may consist of Permitted Maturity Obligations;

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(xvi)not more than 15.0% may consist of obligations issued by Obligors with a trailing twelve-month EBITDA of more than U.S. $5,000,000 and less than U.S. $15,000,000;

(xvii)not more than 5.0% may consist of Bridge Loans;

(xviii)not more than 15.0% may consist of Partial PIK Loans;

(xix)not more than 5.0% may consist of Uptier Priming Debt;

(xx)not more than 5.0% may consist of Recurring Revenue Loans; and

(xxi)not more than 15.0% of the Collateral Principal Amount may have an S&P Rating derived from a Moody’s Rating as set forth in clause (iii)(A) of the definition of the term “S&P Rating.”

“Confidential Information”:  The meaning specified in Section 14.18(b).

“Consenting Holder”:  The meaning specified in Section 9.7(c).

“Contribution”:  The meaning specified in Section 10.3(e).

“Contribution Notice”:  The meaning specified in Section 10.3(e).

“Contribution Repayment Amount”:  The meaning specified in Section 10.3(e).

“Contributor”:  The meaning specified in Section 10.3(e).

“Controlling Class”:  The Class A Debt so long as any Class A Debt is Outstanding; then the Class B Notes so long as any Class B Notes are Outstanding; then the Class C Notes so long as any Class C Notes are Outstanding; and then the Subordinated Notes.

“Controlling Person”:  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 an affiliate of any such Person. For this purpose, an “affiliate” of a person includes any person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the person. “Control,” with respect to a person other than an individual, means the power to exercise a controlling influence over the management or policies of such person.

“Conversion Date”:  The meaning specified in Section 2.3(b) hereof.

“Conversion Option”:  The option of the Converting Lender to convert the Class A-L Loans into an equivalent principal amount of Class A-L Notes pursuant to the Class A-L Loan Agreement and the Indenture.

“Conversion Class”: Any additional Pari Passu Class of Class A Debt issued in connection with the exercise of a Conversion Option to the extent necessary to satisfy the

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requirements of DTC or any other procedural limitations relating to such conversion, as determined by the Investment Manager in its reasonable discretion, with the consent of a Majority of the Class A-L Loans. For the avoidance of doubt, each Conversion Class shall constitute Class A Debt, shall rank pari passu in right of payment with each other Class of Class A Debt and shall have the same voting rights, consent rights, redemption rights and all other rights applicable to each other Class of Class A Debt under this Indenture.

“Converting Lender”:  Any Class A-L Lender that holds a portion of the Aggregate Outstanding Amount of the Class A-L Loans that exercises a Conversion Option hereunder.

“Corporate Trust Office”:  The corporate trust office of the Trustee at which the Trustee performs its duties under this Indenture, currently having an address of (a) for Note transfer purposes and for presentment and surrender by courier of the Notes for final payment thereon, The Bank of New York Mellon Trust Company, National Association, [ ] and (b) for all other purposes, The Bank of New York Mellon Trust Company, National Association, [ ], or in each case, such other address the Trustee designates from time to time by notice to the Holders, the Investment Manager, the Issuer and the Rating Agency or the principal corporate trust office of any successor Trustee.

“Cov-Lite Loan”:  A Collateral Obligation the Underlying Instruments for which do not (i) contain any financial covenants or (ii) require the borrower thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Underlying Instruments); provided that, other than for purposes of the S&P Recovery Rate, a Collateral Obligation shall not constitute a Cov-Lite Loan if the Underlying Instruments contain a cross-default or cross-acceleration provision to, or such Collateral Obligation is pari passu with, another loan of the applicable Obligor forming part of the same loan facility that contains one or more Maintenance Covenants. For the avoidance of doubt, for purposes of the foregoing clause (ii), compliance with a Maintenance Covenant shall be deemed required with respect to an undrawn revolving loan or delayed draw loan even if such Maintenance Covenant is only applicable while such revolving loan or delayed draw loan is funded.

“Coverage Tests”:  The Class A/B Coverage Tests and the Class C Coverage Tests.

“Covered Audit Adjustment”: The meaning specified in Section 7.16(s).

“CPO”:  A “commodity pool operator” as defined under the Commodity Exchange Act.

“Credit Amendment”:  The meaning specified in Section 12.4.

“Credit Improved Obligation”:  Any Collateral Obligation that, in the reasonable business judgment of the Investment Manager, in accordance with the Standard of Care, has significantly improved in credit quality after it was acquired by the Issuer, which judgment may (but need not) be based on one or more of the following facts:

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(i)the Obligor in respect of such Collateral Obligation has shown improved financial results since the published financial reports first produced after it was originated or acquired by the Issuer;

(ii)the Obligor in respect of such Collateral Obligation since the date on which such Collateral Obligation was originated or acquired by the Issuer has raised significant equity capital or has raised other capital that has improved the liquidity or credit standing of such Obligor; or

(iii)with respect to which one or more of the following criteria applies: (a) such Collateral Obligation has been upgraded or put on a watch list for possible upgrade by S&P since the date on which such Collateral Obligation was originated or acquired by the Issuer; (b) the proceeds from a sale of such Collateral Obligation would be at least 101% of its purchase price; (c) the price of such Collateral Obligation has changed during the period from the date on which it was originated or acquired by the Issuer to the proposed sale date by a percentage either more positive, or less negative, as the case may be, than the percentage change in the average price of the applicable Eligible Index plus 0.25% over the same period; or (d) the price of such Collateral Obligation changed during the period from the date on which it was originated or acquired by the Issuer to the date of determination by a percentage either more positive, or less negative, as the case may be, than the percentage change in a nationally recognized loan index selected by the Investment Manager over the same period plus 0.50%.

“Credit Risk Obligation”:  A Collateral Obligation that is not a Defaulted Obligation but which has, in the Investment Manager’s reasonable business judgment applying the Standard of Care, a significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted Obligation.

“CTA”:  A “commodity trading adviser” as defined under the Commodity Exchange Act.

“Cumulative Deferred Senior Investment Management Fee”:  The meaning specified in the Investment Management Agreement.

“Cumulative Deferred Subordinated Investment Management Fee”:  The meaning specified in the Investment Management Agreement.

“Current Pay Obligation”:  A Collateral Obligation (other than a DIP Collateral Obligation) that would otherwise be treated as a Defaulted Obligation but as to which all scheduled payments due and payable are paid in Cash and with respect to which the Investment Manager has certified to the Trustee (who shall forward a copy of such certification to the Collateral Administrator) in writing that it believes, in its reasonable business judgment in accordance with the Standard of Care, that the issuer or Obligor of such Collateral Obligation:  (a) will continue to make scheduled payments of interest (and/or fees, as applicable, in the case of a Delayed Drawdown Collateral Obligation or a Revolving Collateral Obligation) thereon in Cash and will pay the principal thereof by maturity or as otherwise contractually due, (b) if the issuer or Obligor is subject to a bankruptcy proceeding, it has been the subject of an order of a bankruptcy court that permits it to make the scheduled payments on such Collateral Obligation and all interest (and/or

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fees, as applicable, in the case of a Delayed Drawdown Collateral Obligation or a Revolving Collateral Obligation) and principal payments due thereunder and any other court-authorized payments have been paid in cash when due and (c) for so long as S&P is the Rating Agency, the S&P Additional Current Pay Criteria are satisfied.

“Current Portfolio”: At any time, the portfolio of Collateral Obligations and Eligible Investments, representing Principal Proceeds (determined in accordance with Section 1.3 to the extent applicable), then held by the Issuer.

“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) with respect to items of collateral referred to therein, and each entity with which an Account is maintained, as the context may require, each of which shall be a Securities Intermediary.

“Cut-Off Date”:  Each date on or after the Closing Date on which either (a) a Collateral Obligation is transferred to the Issuer or (b) a Collateral Obligation is transferred by the Issuer.

“Debt”: Collectively, the Class A-L Loans and the Notes.

“Debt Interest Amount”:  The amount of interest for the related Interest Accrual Period payable in respect of each U.S.$100,000 of Outstanding principal amount of such Class of Secured Debt.

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

(i)to the payment, pro rata and pari passu based on amounts due, of accrued and unpaid interest (including, without limitation, any Defaulted Interest and any interest on Defaulted Interest) on the Class A Notes, the Class A-L Loans and (if a Conversion Option has been exercised) the Class A-L Notes until such amounts have been paid in full;

(ii)to the payment, pro rata and pari passu based on their respective Aggregate Outstanding Amounts, of principal of the Class A Notes, the Class A-L Loans and (if a Conversion Option has been exercised) the Class A-L Notes, until the Class A Notes, the Class A-L Loans and the Class A-L Notes have been paid in full

(iii)to the payment of any accrued and unpaid interest (including, without limitation, any Defaulted Interest and any interest on Defaulted Interest) on the Class B Notes until such amounts have been paid in full;

(iv)to the payment of principal of the Class B Notes until such amounts have been paid in full;

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(v)to the payment of (1) first, accrued and unpaid interest (excluding Deferred Interest but including interest on Deferred Interest) on the Class C Notes and (2) second, any Deferred Interest on the Class C Notes until such amounts have been paid in full; and

(vi)to the payment of principal of the Class C Notes until such amounts have been paid in full.

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

“Default Differential”: As of any date of determination, the rate calculated by subtracting the Scenario Default Rate at such time from the Adjusted Break-even Default Rate at such time.

“Default Rate Dispersion”: As of any date of determination, the number obtained by (a) summing the products for each Collateral Obligation (other than Defaulted Obligations) of (i) the absolute value of (x) the S&P Rating Factor of such Collateral Obligation minus (y) the S&P Global Ratings Weighted Average Rating Factor by (ii) the Principal Balance at such time of such Collateral Obligation and (b) dividing such sum by the Aggregate Principal Balance on such date of all Collateral Obligations (other than Defaulted Obligations).

“Defaulted Interest”:  Any interest due and payable in respect of any Class A Debt or Class B Notes or, if no Class A Debt or Class B Notes are Outstanding, in respect of the Controlling Class, which was not punctually paid on the applicable Payment Date or at its Stated Maturity and remains unpaid.

“Defaulted Obligation”:  Any Collateral Obligation, as to which:

(a)a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Obligation (without regard to any grace period applicable thereto, or waiver thereof), 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 applicable thereto;

(b)the Issuer or the Investment Manager has received written notice or a senior Authorized Officer of the Issuer or the Investment Manager has actual knowledge that a default as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same Obligor that is senior or pari passu in right of payment to such Collateral Obligation (in each case, after passage of five Business Days or seven calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto; provided that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable Obligor);

(c)except in the case of a DIP Collateral Obligation, the Obligor in respect of such Collateral Obligation has, or others have, instituted proceedings to have such Obligor adjudicated as bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed for a period of 60 consecutive days, or such Obligor has filed for protection under Chapter 11 of the Bankruptcy Code;

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(d)such Collateral Obligation has an S&P Rating of “CC,” “C,” “D” or “SD” or had such a rating before such rating was withdrawn except in the case of a Collateral Obligation (or, in the case of a Participation Interest, the underlying Senior Secured Loan) which is a DIP Collateral Obligation, such Collateral Obligation or the obligor in respect of such Collateral Obligation is rated “CC”, “D” or “SD” by S&P; provided that for purposes of this definition, with respect to a Collateral Obligation already owned by the Issuer whose S&P Rating is withdrawn, the S&P Rating shall be the last outstanding S&P Rating before the withdrawal; provided further that if, after such withdrawal, S&P subsequently provides an S&P Rating for such Collateral Obligation that is one or more subcategories higher or lower than the S&P Rating that was withdrawn, such Collateral Obligation shall have such higher or lower S&P Rating, as the case may be;

(e)the Issuer or the Investment Manager has received notice or a senior Authorized Officer of the Issuer or the Investment Manager has actual knowledge that a Collateral Obligation has an S&P Rating of “CC,” “C,” “D” or “SD”, or had such rating before such rating was withdrawn;

(f)a default with respect to which the Issuer or the Investment Manager has received written notice, or a senior Authorized Officer of the Issuer or the Investment Manager has actual knowledge, that a default has occurred under the Underlying Instruments and any applicable grace period has expired and the holders of such Collateral Obligation have accelerated the repayment of the Collateral Obligation (but only until such acceleration has been rescinded) in the manner provided in the Underlying Instruments;

(g)such Collateral Obligation is a Participation Interest (until it is elevated or converted to an assigned loan) with respect to which the related Selling Institution has defaulted in any material respect in the performance of any of its payment obligations under the Participation Interest;

(h)such Collateral Obligation is a Participation Interest in a loan or other debt security that would, if such loan or other debt security were a debt obligation, constitute a “Defaulted Obligation” under clause (b) above (a “Defaulted Participation Interest”);

(i)such Collateral Obligation is a Participation Interest (other than a Defaulted Participation Interest) (until it is elevated or converted to an assigned loan) in a loan that would, if such loan were a Collateral Obligation, constitute a “Defaulted Obligation” (other than under this clause (j)) or with respect to which the Selling Institution has an S&P Rating of “CC,” “C,” “D” or “SD” or had such rating before such rating was withdrawn;

(j)the Investment Manager has in accordance with the Standard of Care otherwise declared such Collateral Obligation to be a “Defaulted Obligation”; or

(k)any Collateral Obligation required to be treated as a Defaulted Obligation pursuant to Section 12.4;

provided that (1) Current Pay Obligations up to 7.5% of Total Capitalization shall be deemed not to be Defaulted Obligations pursuant to clauses (b), (c), (d), (e) and (i) above and (2) a Collateral Obligation that has become a Defaulted Obligation shall no longer constitute a

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Defaulted Obligation upon the subsequent occurrence of each of the following conditions:  (x) the Obligor in respect of such Defaulted Obligation is current on all payments that are due and payable in respect of such Defaulted Obligation for a period of six consecutive months, (y) such Defaulted Obligation would qualify as a Collateral Obligation (disregarding for this purpose clause (iii) of the definition of “Collateral Obligation”) and would satisfy the Eligibility Criteria if originated or purchased at such time (and, for the avoidance of doubt, no longer falls within any of the foregoing clauses (a) through (i) at such time) and (z) the Issuer has obtained for such Defaulted Obligation, an updated S&P Rating of “CCC” or higher. The identity of each Defaulted Obligation will be included in each Monthly Report (with prior written notice from the Investment Manager to the Trustee and the Collateral Administrator of any Collateral Obligation becoming a Defaulted Obligation).

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

“Deferred Interest Notes”: The Class C Notes.

“Delayed Drawdown Collateral Obligation”:  A Collateral Obligation that (a) requires the Issuer to make one or more future advances to the borrower under the Underlying Instruments relating thereto, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by the borrower thereunder; but any such Collateral Obligation will be a Delayed Drawdown Collateral Obligation only until all commitments by the Issuer to make advances to the borrower expire or are terminated or are reduced to zero.

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

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

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

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

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

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

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indicating on its books and records that such Security Entitlement is credited to the Custodian’s securities account, and

(vi)in the case of Cash or Money,

(vii)in the case of each general intangible (including any Participation Interest which is not represented by an Instrument),

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

“Deemed Rated Obligation”: Any Collateral Obligation which does not have an S&P Rating (other than an S&P Rating determined pursuant to clause (iii)(C) of the definition thereof) and pending receipt of a credit estimate is deemed to have an S&P Rating (i) as determined by the Investment Manager or (ii) of “CCC-”, in each case pursuant to the procedures set forth in clause (iii)(C) of the definition of the term “S&P Rating”.

“Designated Principal Proceeds”:  The meaning specified in Section 10.2(a).

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

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

“DIP Collateral Obligation”:  A loan made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Law having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Law and fully secured by senior liens; provided that, any loan or financing facility made to a debtor-in-possession pursuant to any bankruptcy law (other than the United States Bankruptcy Code) must be affirmed under Chapter 15 of the United States Bankruptcy Code to constitute a DIP Collateral Obligation.

“Discount Obligation”:  Any Collateral Obligation that the Investment Manager determines:

(i)in the case of a Collateral Obligation that is a Senior Secured Loan, is acquired by the Issuer for a purchase price that is lower than 80% of the Principal Balance of such Collateral Obligation (or, if such interest has an S&P Rating below “CCC+” such interest is acquired by the Issuer for a purchase price of less than 85% of its Principal Balance); provided that such Collateral Obligation shall cease to be a Discount Obligation at such time as the Market Value (expressed as a percentage of par) of such Collateral Obligation, as determined for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 90% of the Principal Balance of such Collateral Obligation; or

(ii)in the case of any other Collateral Obligation, is acquired by the Issuer for a purchase price of lower than 75% of the Principal Balance of such Collateral Obligation (or, if such interest has an S&P Rating below “CCC+” such interest is acquired by the Issuer for a purchase price of less than 80% of its Principal Balance); provided that such Collateral Obligation shall cease to be a Discount Obligation at such time as the Market Value (expressed as a percentage of par) of such Collateral Obligation, as determined for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 85% of the Principal Balance of such Collateral Obligation;

provided that:

(x)any Collateral Obligation that would otherwise be considered a Discount Obligation, but that is purchased in accordance with the Eligibility Criteria with the proceeds of a sale of a Collateral Obligation that was not a Discount Obligation at the time of its purchase, so long as such purchased Collateral Obligation (A) is purchased or committed to be purchased within fifteen Business Days of such sale, (B) is purchased at a purchase price (expressed as a percentage of the par amount of such Collateral Obligation) equal to or greater than the sale price of the sold Collateral Obligation, (C) is purchased at a purchase price (expressed as a percentage of the par amount of such Collateral Obligation) not less than 65% of its outstanding

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principal balance and (D) has an S&P Rating equal to or greater than the S&P Rating of the sold Collateral Obligation, will not be considered to be a Discount Obligation; and

(y)clause (x) above in this proviso shall not apply to any such Collateral Obligation at any time on or after the acquisition by the Issuer of such Collateral Obligation if, as determined at the time of such acquisition, such application would result in (A) more than 5.0% of the Total Capitalization consisting of Collateral Obligations to which such clause (x) has been applied or (B) the aggregate principal balance of all Collateral Obligations to which such clause (x) has been applied since the Closing Date being more than 7.5% of the Reinvestment Target Par Balance.

provided further that, if such interest is a Revolving Collateral Obligation, and there exists an outstanding non-revolving loan to its Obligor ranking pari passu with such Revolving Collateral Obligation and secured by substantially the same collateral as such Revolving Collateral Obligation (a “Related Term Loan”), in determining whether such Revolving Collateral Obligation is and continues to be a Discount Obligation, the price of the Related Term Loan, and not of the Revolving Collateral Obligation, shall be referenced.

“Distribution”:  Any payment of principal or interest or any dividend or premium payment made on, or any other distribution in respect of, a Collateral Obligation or other Asset.

“Distribution Compliance Period”:  The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Notes are initially offered to Persons other than the Placement Agent and any other distributor (as such term is defined in Regulation S) of the Notes and (b) the Closing Date.

“Distribution Report”:  The meaning specified in Section 10.8(b).

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

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

“Domicile” or “Domiciled”:  With respect to any issuer of, or Obligor with respect to, a Collateral Obligation:  (a) except as provided in clause (b) or (c) below, its country of organization; (b) if it is organized in an Approved Tax Jurisdiction, each of such jurisdiction and the country in which, in the Investment Manager’s good faith estimate, a substantial portion of its operations are located or from which a substantial portion of its revenue is derived, in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Investment Manager to be the source of the majority of revenues, if any, of such issuer or Obligor); or (c) if its payment obligations in respect of such Collateral Obligation are

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guaranteed by a person or entity that is organized in the United States or Canada, then the United States or Canada.

“Drop Down Asset”: Any obligation issued or incurred by an Unrestricted Subsidiary secured by collateral that was transferred from an Obligor of any Collateral Obligation held by the Issuer (the “Subject Asset”).

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

“Due Date”:  Each date on which a Distribution is due on a Collateral Obligation or other Asset, each in accordance with its terms.

“EBITDA”:  Earnings before interest, taxes, depreciation and amortization (determined, for any Collateral Obligation, in the manner provided in the Underlying Instruments).

“Effective Date”:  The earlier to occur of (i) October 25, 2025 and (ii) the first date on which the Investment Manager certifies to the Trustee and the Collateral Administrator that the conditions set forth in Section 7.17 are satisfied.

“Effective Date Accountants’ Certificate”:  The meaning specified in Section 7.17.

“Effective Date Interest Condition”: A condition that will be satisfied if (a) Effective Date Ratings Confirmation has been obtained, (b) the sum of the deposits from the Ramp-Up Account and the Principal Collection Account applied as Designated Unused Proceeds and Designated Principal Proceeds does not exceed 1.0% of the Target Initial Par Amount and (c) the Target Initial Par Condition, each Concentration Limitation, each Collateral Quality Test (other than the S&P CDO Monitor Test) and each Coverage Test is satisfied prior to and after giving effect to such deposits.

“Effective Date Rating Agency Condition”: A condition that will be satisfied if (a) in connection with the Effective Date, an S&P CDO Monitor Election Date is designated by the Investment Manager, (b) the Investment Manager (on behalf of the Issuer) certifies to S&P that, as of the Effective Date, the S&P CDO Monitor Test and the Target Initial Par Condition are satisfied and (c) the Issuer causes the Collateral Administrator to make available to S&P (i) the Effective Date Report showing satisfaction of the S&P CDO Monitor Test and the Target Initial Par Condition and (ii) the Excel Default Model Input File.

“Effective Date Ratings Confirmation”: Confirmation from S&P of its Initial Rating of each Class of Secured Debt that it rated or satisfaction of the Effective Date Rating Agency Condition.

“Effective Date-Related Redemption”:  The meaning specified in Section 9.6.

“Effective Date-Related Redemption Amount”:  The meaning specified in Section 9.6.

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“Effective Date-Related Redemption Date”:  The meaning specified in Section 9.6.

“Effective Date Report”:  The meaning specified in Section 7.17(b).

“Effective Date Specified Tested Items”:  The meaning specified in Section 7.17(c).

“Eligible Cov-Lite Loan”:  A Collateral Obligation that (i) is a Cov-Lite Loan and (ii) is a Senior Secured Loan.

“Eligible Index”: (i) With respect to each Collateral Obligation that is a Loan, one of the following indices: CS Leveraged Loan Index (formerly CSFB Leveraged Loan Index), the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Banc of America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices or (ii) with respect to each Collateral Obligation that is not a Loan, one of the following indices: Merrill Lynch US High Yield Master II Constrained Index, Bloomberg ticker HUC0, Bloomberg ticker H0A0, Bloomberg ticker HW40, Credit Suisse High Yield Index; provided that the Investment Manager may change the index applicable to a Collateral Obligation at any time following the acquisition thereof (so long as the same index applies to all Collateral Obligations for which this definition applies) after giving notice to the Collateral Administrator.

“Eligible Investment Required Ratings”:  A rating of “A-1” or better (or, in the absence of a short-term credit rating, “AA-” or better) from S&P.

“Eligible Investments”:  Either (a) cash or (b) any Dollar investment that at the time it is Delivered to the Trustee (directly or through an intermediary or bailee), is one or more of the following obligations or securities:

(i)direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America the obligations of which are expressly backed by the full faith and credit of the United States of America and which satisfy the Eligible Investment Required Ratings;

(ii)demand and time deposits in, certificates of deposit of, trust accounts with, bankers’ acceptances payable within 183 days of issuance by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings;

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(iii)commercial paper (excluding extendible commercial paper or asset backed commercial paper) which satisfies the Eligible Investment Required Ratings;

(iv)money market funds which have, at all times, credit ratings of “AAAm” by S&P; and

(v)Cash;

provided that (1) Eligible Investments shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities, other than those referred to in clause (iv) above, as mature (or are putable at par to the issuer thereof) no later than the earlier of (x) 60 days after the date of acquisition thereof or (y) the Business Day prior to the next Payment Date unless such Eligible Investments are issued by the Trustee or any Affiliate of the Trustee in its capacity as a banking institution, in which event such Eligible Investments may mature on such Payment Date; and (2) none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an “f,” “p,” “sf” or “t” subscript assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligation or security is secured by real property, (d) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (e) such obligation or security is the subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (f) in the Investment Manager’s judgment, such obligation or security is subject to material non-credit related risks, (g) such obligation is a Structured Finance Obligation, (h) payments with respect to such obligations or securities or proceeds of disposition are subject to withholding taxes by any jurisdiction (other than any withholding tax that may be imposed pursuant to FATCA) unless the payor is required to make “gross-up” payments that cover the full amount of any such withholding tax on an after-tax basis, or (i) such obligation or security is represented by a certificate of interest in a grantor trust. Eligible Investments may include, without limitation, those investments issued by or made with the Bank or for which the Bank or the Trustee or an Affiliate of the Bank or the Trustee acts as offeror or provides services and receives compensation. The Trustee shall not be responsible for determining or overseeing compliance with the ‎foregoing.

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

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

“EOD Overcollateralization Ratio”:  As of any Measurement Date or other date of determination, the percentage derived from:

(a)the sum of (i) the Aggregate Principal Balance of all Collateral Obligations (excluding Defaulted Obligations), including, for the avoidance of doubt, any undrawn commitments that have not been irrevocably reduced or withdrawn with respect to Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations, plus (ii) without duplication, the amounts on deposit in any Account (including Eligible Investments therein but excluding amounts on deposit in the Revolver Funding Account to the extent of the unfunded funding obligations under all Revolving Collateral Obligations

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and Delayed Drawdown Collateral Obligations included in the Assets on such date) representing Principal Proceeds plus (iii) any unpaid Principal Financed Accrued Interest (other than in respect of Defaulted Obligations) plus (iv) with respect to each Defaulted Obligation, the Market Value thereof; divided by

(b)the Aggregate Outstanding Amount on such date of the Class A Debt.

“Equity Security”:  Any security (including any Specified Equity Security, but excluding any Loss Mitigation Obligation) that by its terms does not provide for periodic payments of interest at a stated coupon rate and repayment of principal at a stated maturity and any other security that at the time of acquisition, conversion or exchange does not satisfy the requirements of a Collateral Obligation and is not an Eligible Investment.

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

“ERISA Restricted Secured Notes”:  As of the relevant time of determination, (i) the Class B Notes and Class C Notes and (ii) any Junior Mezzanine Notes if the Issuer (upon their issuance for U.S. federal income tax purposes), in each case, has not received an opinion in respect of such Notes from nationally recognized U.S. tax counsel experienced in such matters and reasonably acceptable to the Issuer to the effect that such Notes will be treated as debt for U.S. federal income tax purposes.

“ERISA Unrestricted Secured Notes”: Collectively, (i) the Class A Notes and the Class A-L Notes and (ii) as of the relevant time of determination, any Class B Notes, any Class C Notes or any Junior Mezzanine Notes, if such Notes are not ERISA Restricted Secured Notes as of such time. The Issuer shall notify the Trustee if any such Notes are no longer treated as ERISA Restricted Secured Notes.

“EU Connected Investor”: A Holder that is a counterparty to a trade or a Proposed Trade with an EU Institutional Investor in respect of the Debt.

“EU Due Diligence Requirements”: The due diligence requirements applicable to EU Institutional Investors pursuant to Article 5 of the EU Securitisation Regulation.

“EU Institutional Investor”: An “institutional investor” as defined in Article 2(12) of the EU Securitisation Regulation.

“EU Transparency Requirements”: The transparency requirements contained in Article 7 of the EU Securitisation Regulation, as may be amended during the life of this transaction resulting in the application of new simplified reporting templates.

“EU/UK Retention Holder”:  WhiteHorse Finance, Inc., in its capacity as retention holder for purposes of satisfying the retention requirement under the Risk Retention Letter.

“EU/UK Risk Retention Requirements”:  The risk retention requirements under Article 6 of the EU Securitisation Regulation and UK SECN 5.

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“EU/UK Securitisation Regulations”: (a) Regulation (EU) 2017/2402 (as amended, the “EU Securitisation Regulation”) and (b) the framework for the regulation of securitization in the UK, as set out in (i) the Securitisation Regulations 2024 (SI 2024/102) (the “UK SR 2024”), (ii) the securitisation sourcebook of the handbook of rules and guidance adopted by the Financial Conduct Authority of the UK (the “UK SECN”), (iii) the Securitisation Part of the rulebook of published policy of the Prudential Regulation Authority of the Bank of England (the “UK PRASR”) and (iv) relevant provisions of the Financial Services and Markets Act 2000, as applicable (in each case as amended, supplemented or replaced from time to time) (the “UK Securitisation Regulations”).

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

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

“Excel Default Model Input File”: A Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied, including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), LoanX identification or LIN # (if any), name of Obligor, coupon, spread (if applicable), Reference Rate Floor Obligation (if applicable), legal final maturity date, average life, principal balance, identification as a Senior Secured Loan or a Second Lien Loan, whether it is a Cov-Lite Loan, settlement date, S&P Industry Classification and S&P Recovery Rate.

“Excess CCC Adjustment Amount”:  As of any date of determination, an amount equal to the excess, if any, of (i) the Aggregate Principal Balance of all Collateral Obligations included in the CCC Excess; over (ii) the sum of the Market Values of all Collateral Obligations included in the CCC Excess.

“Excess Par Amount”:  The amount, as of any date of determination, equal to the greater of (a) zero and (b)(i) the Total Capitalization less (ii) the Reinvestment Target Par Balance.

“Exchange”: The meaning specified in Section 2.12(h)(i).

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

“Exchange Transaction”: Subject to the final two sentences of this definition, an exchange of an obligation which exchange meets the following criteria: (i) such exchange is of: (a) a Defaulted Obligation for (1) another Defaulted Obligation or (2) a Credit Risk Obligation; or (b) an Equity Security for another Equity Security of the same Obligor; (ii) in connection with such exchange, the Investment Manager has determined (in its commercially reasonable judgment) and certified to the Trustee as follows: (a) at the time of the exchange, the Received Obligation has a better likelihood of recovery than the obligation to be exchanged; (b) at the time of the exchange, the Received Obligation (unless such Received Obligation is an Equity Security) is no less senior in right of payment vis-à-vis the obligor of such obligation’s other outstanding indebtedness than the obligation to be exchanged vis-à-vis its obligor’s other outstanding indebtedness; (c) both immediately before and immediately after giving effect to such exchange, each of the Overcollateralization Ratio Tests is satisfied or, if any Overcollateralization Ratio Test was not satisfied prior to such exchange, the coverage ratio relating to such test will be at least as close to being satisfied immediately after giving effect to such exchange as it was immediately

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before giving effect to such exchange; and (d) since the Closing Date through immediately after giving effect to such exchange, not more than 7.5% of Total Capitalization consists of obligations received in an Exchange Transaction (based on (x) the aggregate of each Principal Balance of each Received Obligation (including the Received Obligation being obtained pursuant to such exchange), determined in each case as of the date of the Exchange Transaction pursuant to which the Issuer received such Received Obligation and (y) Total Capitalization). For purposes of the definition of “Principal Balance”, a Received Obligation acquired in accordance with clause (i)(a) above will be treated for all purposes under this Indenture as a Defaulted Obligation or a Credit Risk Obligation, as applicable, and a Received Obligation acquired in accordance with clause (i)(b) above will be treated as an Equity Security. For all purposes under this Indenture, the period for which the Issuer held the obligation being exchanged will be included when determining the holding period of the Received Obligation.

“Exposure Amount”:  With respect to any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, the excess, if any, of (i) the maximum funding commitment of the Issuer over (ii) the outstanding principal balance of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation. For the avoidance of doubt, Exposure Amounts in respect of a Defaulted Obligation shall be included in the calculation of the Exposure Amount only if the Issuer is at such time obligated to honor a request by the Obligor under such Defaulted Obligation to fund the Exposure Amount of such Defaulted Obligation.

“Fallback Rate”:  With respect to any Interest Determination Date, the rate (other than Term SOFR) for the Index Maturity that is the first alternative set forth in the following order that can be determined by the Investment Manager (i) for floating rate securities being issued in collateralized loan obligation transactions that have priced in the preceding three months, (ii) for the largest percentage of Floating Rate Obligations by par amount or (iii) recognized in the collateralized loan obligation market as comparable (with or without a credit spread adjustment) to the-then current Benchmark, in each case such rate as determined by the Investment Manager as of such Interest Determination Date, and notified to the Trustee and the Collateral Administrator).

“FATCA”:  Sections 1471 through 1474 of the Code and the Treasury Regulations (and any notices, guidance or official pronouncements) promulgated thereunder, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, or any U.S. or non-U.S. law, rules, guidance notes or practices adopted implementing an intergovernmental agreement or approach thereto.

“Federal Reserve Board”:  The Board of Governors of the Federal Reserve System.

“Fee Basis Amount”: For any Payment Date, the sum of (a) the Aggregate Principal Balance of all Collateral Obligations (excluding any Defaulted Obligations), plus (b) the aggregate of (i) the S&P Recovery Amount of each Defaulted Obligation forming part of the Assets at such time multiplied by (ii) the principal balance thereof at such time, plus (c) the amount of all cash and Eligible Investments in the Collection Account and in the Revolver Funding Account (but excluding amounts on deposit in the Revolver Funding Account to the extent of the

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unfunded funding obligations under all Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations included in the Assets on such date), in each case, constituting Principal Proceeds, plus (d) unpaid Principal Financed Accrued Interest with respect to any of the Collateral Obligations.

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

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

“First Interest Period Reset Date”: August 25, 2025.

“First Lien Last-Out Loan”:  A Loan that would be a Senior Secured Loan but for the fact that, in the case of an event of default under the applicable Underlying Instrument, the lenders thereunder will be paid after one or more tranches of first lien loans (inclusive of any revolving loan commitments) funded under such Underlying Instrument (for which purposes an Obligor’s obligations in respect of its trade claims, accounts receivables, inventory, capitalized leases or similar obligations shall be deemed not to constitute such first lien loans) issued by the same Obligor have been paid in full in accordance with a specified waterfall of payments. For purposes of this Indenture, a First Lien Last-Out Loan shall not constitute a Senior Secured Loan.

“First Look Right”:  The meaning specified in Section 5.19.

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

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

“Floating Rate Debt”:  Any Class of Debt that accrues interest at a floating rate of interest.

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

“Flowthrough Entity”: A partnership, grantor trust or S corporation for U.S. federal income tax purposes (or an entity disregarded as separate from one of the foregoing).

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

“Global Note”:  Any Global Secured Note.

“Global Secured Note”:  Any Regulation S Global Secured Note, Temporary Regulation S Global Secured Note or Rule 144A Global Secured Note.

“Grant” or “Granted”:  To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Assets, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, the immediate

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continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Assets, and all other Monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Hedge Agreement”:  Any interest rate swap, floor and/or cap agreements, including without limitation one or more interest rate basis swap agreements, between the Issuer and any Hedge Counterparty, as amended from time to time, and any replacement agreement entered into in accordance with this Indenture.

“Hedge Counterparty”:  Any one or more institutions entering into or guaranteeing a Hedge Agreement with the Issuer that either satisfies the Hedge Counterparty Rating Criteria or with respect to which the Rating Agency Condition has been satisfied and that has entered into a Hedge Agreement with the Issuer, including any permitted assignee or successor under the Hedge Agreements.

“Hedge Counterparty Collateral Account”:  The account established pursuant to Section 10.3(d).

“Hedge Counterparty Rating Criteria”: In respect of a counterparty or entity guaranteeing the obligations of such counterparty, a S&P Long-Term Rating of “A” or higher; provided that if an interest Hedge Counterparty or guarantor ceases to meet the Hedge Counterparty Rating Criteria, within 30 Business Days after such failure to meet the Hedge Counterparty Rating Criteria, such interest Hedge Counterparty or guarantor must either (a) provide a guarantee acceptable to S&P from a guarantor rated “A” or higher or (b) assign its obligations under the interest Hedge Agreement to a counterparty that holds a rating of “A” or higher.

“Highest Ranking Class”:  The Controlling Class as of any date of determination.

“Holder” or “holder”:  With respect to any Class of Notes, the Person whose name appears in the Notes Register as the registered holder of such Notes and with respect to any Class A-L Loan, the Person whose name appears in the Loan Register as the registered holder of such Class A-L Loan; except where the context otherwise requires, “Holder” or “holder” will include the beneficial owner of such security.

“Incentive Investment Management Fee”:  The fee payable to the Investment Manager in accordance with the Priority of Payments in an amount set forth in an agreement between the holders of the Subordinated Notes and the Investment Manager (and acknowledged by the Trustee) as such agreement may be amended, amended and restated, supplemented or replaced from time to time.

“Incurrence Covenant”:  A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) only upon the occurrence of certain actions of the

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borrower, including a debt issuance, drawing a revolver, dividend payment, share purchase, merger, acquisition or divestiture.

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

“Independent”:  As to any Person, any other Person (including, in the case of an accountant or lawyer, a firm of accountants or lawyers, and any member thereof, or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person, and (ii) is not connected with such Person as an Officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions. “Independent” when used with respect to any accountant may include an accountant who audits the books of such Person if in addition to satisfying the criteria set forth above the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. For purposes of this definition, no manager or director of any Person will fail to be Independent solely because such Person acts as an independent manager or independent director thereof or of any such Person’s affiliates. With respect to the Issuer, the Investment Manager or Affiliates of the Investment Manager, funds or accounts managed by the Investment Manager or Affiliates of the Investment Manager shall not be Independent of the Issuer, the Investment Manager or Affiliates of the Investment Manager.

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

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

“Index Maturity”:  A term of three months (except that for the period from the Closing Date to the First Interest Period Reset Date, the Benchmark will be determined by interpolating linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available).

“Industry Diversity Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Industry Classification, obtained by dividing (i) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong to such S&P Industry Classification by (ii) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations).

“Information”: S&P’s “Credit FAQ: Anatomy Of A Credit Estimate: What It Means And How We Do It” dated January 14, 2021 (as the same may be amended or updated from time to time) and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.

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“Information Agent”:  The meaning specified in Section 14.17(a).

“Initial Rating”:  With respect to the Secured Debt, the rating indicated in Section 2.3.

“Institutional Accredited Investor”:  An Accredited Investor under clauses (1), (2), (3), (7), (8) or (9) of Rule 501(a) under the Securities Act.

“Institutional Investor”: An EU Institutional Investor and/or an UK Institutional Investor, as applicable.

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

“Interest Accrual Period”:  (i) With respect to the initial Payment Date, the period from and including the Closing Date to but excluding such Payment Date; and (ii) with respect to each succeeding Payment Date, the period from and including the immediately preceding Payment Date to but excluding the following Payment Date until the principal of the Secured Debt is paid or made available for payment; provided that any interest-bearing notes issued after the Closing Date in accordance with the terms of this Indenture shall accrue interest during the Interest Accrual Period in which such additional notes are issued from and including the applicable date of issuance of such additional notes to but excluding the last day of such Interest Accrual Period at the applicable Interest Rate. For purposes of determining the Interest Accrual Period for any Fixed Rate Debt, the Payment Dates referenced shall be deemed to be the dates set forth in the definition of “Payment Date” (irrespective of whether such day is a Business Day).

“Interest Collection Account”:  The meaning specified in Section 10.2(a).

“Interest Coverage Ratio”:  For any designated Class or Classes of Secured Debt, as of any Measurement Date or other date of determination on, or subsequent to, the Determination Date occurring immediately prior to the second Payment Date, the percentage derived from the following equation:  (A – B) / C, where:

A = The Collateral Interest Amount as of such Measurement Date or other date of determination;

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

C = Interest due and payable on the Secured Debt of such Class or Classes and each Class of Secured Debt that ranks senior to or pari passu with such Class or Classes (excluding Deferred Interest but including any interest on Deferred Interest with respect to the Deferred Interest Notes) on such Payment Date.

“Interest Coverage Test”:  A test that is satisfied with respect to any Class or Classes of Secured Debt as of any date of determination on, or subsequent to, the Interest Coverage Test Effective Date if (i) the Interest Coverage Ratio for such Class or Classes on such date is at

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least equal to the Required Interest Coverage Ratio for such Class or Classes or (ii) such Class or Classes of Debt are no longer Outstanding.

“Interest Coverage Test Effective Date”:  The Determination Date occurring immediately prior to the second Payment Date after the Closing Date.

“Interest Determination Date”:  The second U.S. Government Securities Business Day preceding the first day of each Interest Accrual Period.

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

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

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

(iii)all upfront fees, anniversary fees, redemption fees, collateral monitoring fees, success fees, termination fees, amendment and waiver fees, late payment fees, ticking fees and all other fees received by the Issuer during the related Collection Period, except for (A) those in connection with (1) the reduction of the par amount of the related Collateral Obligation or (2) the reduction of the interest rate of the related Collateral Obligation and (B) origination fees or amounts payable in respect of original issue discount of the related Collateral Obligation, in each case, as determined by the Investment Manager with notice to the Trustee and the Collateral Administrator;

(iv)commitment fees and other similar fees received by the Issuer during such Collection Period;

(v)any Contributions made to the Issuer which are designated as Interest Proceeds as permitted by Section 10.3(e);

(vi)any payment received with respect to any Hedge Agreement other than (a) an upfront payment received upon entering into such Hedge Agreement or (b) a payment received as a result of the termination of any Hedge Agreement (net of any amounts due and payable by the Issuer to the related Hedge Counterparty in connection with such termination) to the extent not used by the Issuer to enter into a new or replacement Hedge Agreement;

(vii)any Principal Proceeds designated by the Investment Manager as Interest Proceeds in connection with any Refinancing of the Secured Debt in

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accordance with Section 9.2, up to the Excess Par Amount for payment on the Redemption Date of such Refinancing or the first Payment Date thereafter;

(viii)any Designated Principal Proceeds and any Designated Unused Proceeds; and

(ix)any proceeds not distributed pursuant to this Indenture so designated by the Investment Manager so long as (i) a Retention Deficiency has occurred or is reasonably likely to occur without such designation of proceeds as Interest Proceeds or (ii) the designation of proceeds is in an amount not to exceed an amount necessary to cure or prevent such a Retention Deficiency;

provided that

(A)any amounts received in respect of any Defaulted Obligation will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all collections in respect of such Defaulted Obligation since it became a Defaulted Obligation equals the outstanding principal balance of such Collateral Obligation at the time it became a Defaulted Obligation; and

(B)the Investment Manager (in its sole discretion exercised on or before the related Determination Date by notice to the Collateral Administrator) may classify any and all amounts (including, for the avoidance of doubt, any Sale Proceeds or fees) received in respect of Loss Mitigation Obligations as Interest Proceeds or Principal Proceeds; provided that any and all amounts (including, for the avoidance of doubt, any Sale Proceeds or fees) received in respect of any Loss Mitigation Obligation that was acquired in connection with a workout, restructuring or related scheme to mitigate losses with respect to a Defaulted Obligation or Credit Risk Obligation will constitute Principal Proceeds (and not Interest Proceeds) except that:

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(x) the Principal Proceeds applied to acquire such Loss Mitigation Qualified Obligation and (y) the lower of (I) the Market Value of such Loss Mitigation Qualified Obligation and (II) the S&P Recovery Amount of such Loss Mitigation Qualified Obligation;

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Obligation will constitute Principal Proceeds (and not Interest Proceeds) until the aggregate of all amounts received in respect of such Loss Mitigation Qualified Obligation equals the S&P Recovery Amount of such Loss Mitigation Qualified Obligation;

(C)the Investment Manager (in its sole discretion exercised on or before the related Determination Date) may classify any and all recoveries received in respect of any Equity Security that was received in exchange for a Defaulted Obligation that is not a Loss Mitigation Obligation (including, for the avoidance of doubt, by way of the exercise of a warrant or other right to acquire securities held in the Assets) as Interest Proceeds or Principal Proceeds, except that all such recoveries shall be treated as Principal Proceeds (and not Interest Proceeds) unless the aggregate of all recoveries in respect of such Equity Security equals or exceeds the outstanding principal balance of the Collateral Obligation, at the time it became a Defaulted Obligation.

Notwithstanding the foregoing, the Investment Manager may designate in its discretion (to be exercised on or before the related Determination Date) that any portion of Interest Proceeds in a Collection Period be deemed to be Principal Proceeds; provided that after giving effect to such designation (x) the Interest Coverage Test with respect to the Class A Debt and the Class B Notes will be satisfied on a pro forma basis as of the Determination Date related to the next succeeding Payment Date and (y) no interest will be deferred on any Class of Secured Debt on the next succeeding Payment Date.

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“Interest Rate”:  With respect to each Class of Secured Debt, the per annum stated interest rate payable on such Class with respect to each Interest Accrual Period, which rate shall be equal to the rate specified in Section 2.3; provided that with respect to any Interest Accrual Period during which a Re-Pricing has occurred, the applicable Interest Rate of any Re-Priced Class shall reflect the applicable Re-Pricing Rate from, and including, the applicable Re-Pricing Date and any interest which accrued during such Interest Accrual Period prior to such Re-Pricing Date shall remain due and payable at the Interest Rate applicable for such Interest Accrual Period prior to such Re-Pricing Date.

“Intermediary”:  Any agent or broker through which a Holder purchases its Debt, or any nominee or other entity through which a Holder holds its Debt.

“Intervening Event”: With respect to any Trading Plan, the prepayment of any Collateral Obligation included in such Trading Plan or any change in any characteristic of any Collateral Obligation (or the obligor thereof) relevant to any Eligibility Criteria, in each case to the extent beyond the Issuer’s or the Investment Manager’s control, so long as no other Collateral Obligation (or the obligor thereof) included in such Trading Plan had any change in any characteristic relevant to any Eligibility Criteria since the first day of the related Trading Plan Period.

“Investment Advisers Act”:  The Investment Advisers Act of 1940, as amended from time to time.

“Investment Company Act”:  The Investment Company Act of 1940, as amended from time to time.

“Investment Management Agreement”:  The agreement dated as of the Closing Date, between the Issuer and the Investment Manager relating to the management of the Collateral Obligations and the other Assets by the Investment Manager on behalf of the Issuer, as amended from time to time in accordance with the terms hereof and thereof.

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

“Investment Manager”:  H.I.G. Capital, LLC, until a successor Person shall have become the Investment Manager pursuant to the provisions of the Investment Management Agreement, and thereafter “Investment Manager” shall mean such successor Person.

“Investment Manager Debt”:  As of any date of determination, all Debt held on such date by (1) the Investment Manager, (2) any Affiliate of the Investment Manager or (3) any account, fund, client or portfolio managed or advised on a discretionary basis by the Investment Manager or any of its Affiliates (other than any such account, fund or client whose voting rights with respect to such Debt and the matter in question are exercised by or subject to the approval of the account, fund or client or the beneficiary thereof and not solely at the direction of or by the Investment Manager or its Affiliates).

“Investor Information Service”:  Initially, each of Intex Solutions, Inc. and Bloomberg Finance L.P. and thereafter any third party vendor that compiles and provides access

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to information regarding CLO transactions and is selected by the Investment Manager to receive copies of the Monthly Report and Distribution Report.

“Investor Reports”: The ongoing quarterly investor reports required under Article 7(1)(e) of the EU Securitisation Regulation and the Article 7 Technical Standards applicable thereto.

“IRS”:  United States Internal Revenue Service.

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

“Issuer Order” and “Issuer Request”:  A written order, request or direction (which may be a standing order, request or direction) dated and signed in the name of the Issuer or by an Authorized Officer of the Issuer, or by the Investment Manager by an Authorized Officer thereof, on behalf of the Issuer; provided that for purposes of Section 10.9 and Article XII and the release, sale or acquisition of any Assets thereunder, “Issuer Order” or “Issuer Request” shall mean delivery to the Trustee on behalf of the Issuer or the Investment Manager on its behalf, by email or otherwise in writing, of a trade ticket, confirmation of trade, instruction to post or to commit to the trade, “SWIFT” messages or similar electronic communication or language, all of which shall constitute and be deemed to be a direction and certification by the Issuer and the Investment Manager that the transaction is in compliance with and satisfies all applicable provisions of Section 10.9 and Article XII of this Indenture. The Trustee may conclusively rely on SWIFT transmissions to release payments as ‎instructed, ‎‎subject to any verification of information as requested by the Trustee, ‎including the call back ‎‎process to an individual designated by the Issuer or the Investment Manager as ‎authorized to ‎provide ‎such verification.  The Trustee may also request, and the ‎Issuer or the Investment Manager will ‎provide, an additional signed direction (whether by manual, PDF or other ‎electronic signature) ‎in order for the Trustee to make such ‎payment in connection with any ‎SWIFT transmission.

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

“Junior Mezzanine Notes”:  The meaning specified in Section 2.13(a).

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

“Loan Agent”: The Bank of New York Mellon Trust Company, National Association, in its capacity as loan agent under the Class A-L Loan Agreement, and any successor thereto.

“Loan Register”: The register of Holders of the Class A-L Loans maintained by the Loan Agent pursuant to the Class A-L Loan Agreement and provided to the Trustee.

“Loan Registrar”: The Bank of New York Mellon Trust Company, National Association, or such other entity as is appointed for the purpose of registering the Class A-L Loans

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and transfers of such Class A-L Loans with respect to the Loan Register maintained in the United States.

“Loan Reports”: The ongoing quarterly portfolio level disclosure required under Article 7(1)(a) of the EU Securitisation Regulation and the Article 7 RTS applicable thereto.

“Loss Mitigation Obligation”:  An obligation (including any Loss Mitigation Qualified Obligation) purchased by the Issuer in connection with the workout, restructuring or a related scheme to mitigate losses with respect to a related Defaulted Obligation or a related Credit Risk Obligation, as applicable, which obligation in the Investment Manager’s judgment exercised in accordance with the Investment Management Agreement, is necessary to collect an increased recovery value of the related Defaulted Obligation or the related Credit Risk Obligation, as applicable; provided that on any Business Day as of which such Loss Mitigation Obligation satisfies all of the criteria for acquisition by the Issuer (including, for the avoidance of doubt, the definition of “Collateral Obligation,” without giving effect to any applicable carveouts for Loss Mitigation Obligations utilized upon the initial acquisition of such Loss Mitigation Obligation set forth therein), the Investment Manager may designate (by written notice to the Issuer and the Collateral Administrator) such Loss Mitigation Obligation as a “Collateral Obligation”. For the avoidance of doubt, any Loss Mitigation Obligation designated as a Collateral Obligation in accordance with the terms of this definition shall constitute a Collateral Obligation (and not a Loss Mitigation Obligation) for all purposes herein (including calculations required to be made pursuant to this Indenture), in each case, following such designation.

“Loss Mitigation Qualified Obligation”:  A Loss Mitigation Obligation that (A) meets the requirements of the definition of Collateral Obligation (other than clauses (iii), (v) (solely with respect to not being a Credit Risk Obligation), (ix)(a) (so long as such Offer is in an amount equal to the principal balance thereof plus any accrued interest thereon), (xi), (xii)(b), (xv) and (xix) thereof) as determined by the Investment Manager, (B) ranks in right of payment no more junior than the related Defaulted Obligation or Credit Risk Obligation, and (C) is issued by the same (or an affiliated or related) Obligor as the Obligor on the related Defaulted Obligation or Credit Risk Obligation.

“Maintenance Covenant”:  A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action; provided that a covenant which otherwise satisfies the definition hereof but only applies when amounts are outstanding under the related loan shall constitute a Maintenance Covenant.

“Majority”:  With respect to any Class or Classes of Debt, the Holders of more than 50% of the Aggregate Outstanding Amount of the Debt of such Class or Classes.

“Mandatory Redemption”:  The meaning specified in Section 9.1.

“Mandatory Tender”:  The meaning specified in Section 9.7(b)(iv).

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

“Market Value”:  As of any date of determination, with respect to any loans or other assets, the amount (determined by the Issuer or the Investment Manager in accordance with the Standard of Care) equal to the product of the principal amount thereof and the price (excluding, in the case of Senior Secured Bonds, any accrued and unpaid interest thereon) determined in the following manner:

(a)the bid-side quote determined by any of (x) in the case of a Loan only, Loan Pricing Corporation, LoanX Inc., MarkIt Partners, Mergent, Inc. or IDC or (y) in the case of a Bond only, Interactive Data Corporation or, in either case, any other nationally recognized loan or bond pricing service selected in good faith by the Issuer or the Investment Manager with notice to the Holders of the Debt;

(b)if such quote described in clause (a) is not available:

(i)the average of the bid-side quotes determined by three independent SEC registered broker-dealers active in the trading of such asset;

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

(iii)if only one such bid can be obtained, such bid;

provided that a bid provided pursuant to this clause (b) shall not be from any of the Issuer, the Investment Manager or any Affiliate of any thereof;

(c)if the Market Value of an asset cannot be determined in accordance with clause (a) or (b) above, then the Market Value shall be the Appraised Value; provided that (i) the Appraised Value of such Collateral Obligation has been obtained or updated within the immediately preceding three months, (ii) if the Appraised Value of a Collateral Obligation is determined pursuant to clause (B) of the definition of “Appraised Value,” the Market Value of such Collateral Obligation shall not exceed the aggregate principal amount thereof (or the portion thereof held by the Issuer) and (iii) if the Appraised Value has been requested but has not yet been received, for assets representing an aggregate of up to 2.5% of the Total Capitalization, the Market Value determined by the Investment Manager (according to its own internal marking procedure) exercising reasonable commercial judgment in accordance with the Standard of Care, consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; provided further that the Market Value of any such asset may not be determined in accordance with this clause (c)(iii) for more than 45 days; or

(d)if such quote or bid described in clause (a), (b) or (c) is not available, then the Market Value of such Collateral Obligation shall be the lower of (i) the S&P Recovery Rate multiplied by the Principal Balance of such Collateral Obligation and (ii) if any, the Market Value determined by the Investment Manager (according to its own internal marking procedure) exercising reasonable commercial judgment in accordance with the

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Standard of Care, consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; provided that if such Collateral Obligation has a public rating from S&P, the Market Value of such Collateral Obligation for such 45 day period shall be the lower of (A) the bid side market value thereof as reasonably determined by the Investment Manager consistent with the Standard of Care and certified by the Investment Manager to the Trustee and (B) the higher of (x) 70% and (y) the applicable S&P Recovery Rate, and, following such 45-day period, the Market Value of such Collateral Obligation shall be zero; provided further that if the Investment Manager is not a registered investment adviser under the Investment Advisers Act, the Market Value of any such asset may not be determined in accordance with this clause (d) for more than 45 days; or

(e)if the Market Value of an asset cannot be determined in accordance with clause (a), (b), (c) or (d) above, then the Market Value shall be deemed to be zero until such determination is made in accordance with clause (a), (b), (c) or (d) above.

“Master Participation Agreement”: That certain Master Participation Agreement, dated as of the Closing Date, between the Transferor, as seller, and the Issuer, as buyer.

“Material Adverse Effect”:  With respect to any event or circumstance, a material adverse effect on (a) the business, financial condition (other than the performance of the Assets) or operations of the Issuer, taken as a whole, (b) the validity or enforceability of this Indenture, the Investment Management Agreement or the Issuer’s limited liability company agreement or (c) the existence, perfection, priority or enforceability of the Trustee’s lien on the Assets.

“Material Covenant Default”: A default by an Obligor with respect to any Collateral Obligation, and subject to any grace periods contained in the related Underlying Instruments, that gives rise to the right of the lender(s) thereunder to accelerate the principal of such Collateral Obligations.

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

“Maturity Amendment”:  With respect to any Collateral Obligation, any waiver, modification, amendment or variance that would extend the stated maturity date of such Collateral Obligation. For the avoidance of doubt, a waiver, modification, amendment or variance that would extend the stated maturity date of the credit facility of which a Collateral Obligation is part, but would not extend the stated maturity date of the Collateral Obligation held by the Issuer, does not constitute a Maturity Amendment.

“Maximum Weighted Average Life Test”:  A test satisfied on any date of determination if the Weighted Average Life of all Collateral Obligations as of such date is less than or equal to the value than the relevant “Maximum Weighted Average Life” specified in the table below for the Closing Date (if such date of determination occurs before the first Payment Date) or the Payment Date immediately preceding such date of determination:

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“Measurement Date”:  (i) Any day on which a purchase or origination of a Collateral Obligation occurs, (ii) any day on which a purchase of a Loss Mitigation Obligation or a Specified Equity Security with Principal Proceeds occurs, (iii) any Determination Date, (iv) the date as of which the information in any Monthly Report is calculated, (v) with five Business Days prior written notice to the Trustee and the Collateral Administrator, any Business Day requested by the Rating Agency and (vi) the Effective Date.

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“Minimum Issuance Size”: With respect to any obligation as of any date of determination, the total potential indebtedness of the related Obligor under all of its loan agreements, indentures and other Underlying Instruments.

“Minimum Weighted Average Coupon”: 6.50%.

“Minimum Weighted Average Fixed Rate Coupon Test”:  A test that will be satisfied on any date of determination on and after the Determination Date immediately preceding the first Payment Date if the Weighted Average Fixed Rate Coupon equals or exceeds the Minimum Weighted Average Coupon.

“Minimum Weighted Average Floating Spread Test”: A test that will be applicable at any time on or after the S&P CDO Monitor Election Date and will be satisfied on any date of determination if the Weighted Average Floating Spread equals or exceeds the S&P Minimum Weighted Average Floating Spread selected by the Investment Manager in connection with the S&P CDO Monitor Test.

“Minimum Weighted Average S&P Recovery Rate Test”:  The test that will be satisfied on any date of determination if the Weighted Average S&P Recovery Rate is greater than or equal to 30% or the S&P Minimum Weighted Average Recovery Rate selected by the Investment Manager in connection with the S&P CDO Monitor Test.

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

“Monitor Principal Amount”: As of any date of determination, an amount equal to the sum, without duplication, of the following: (a) the Aggregate Principal Balance of all Collateral Obligations (excluding Defaulted Obligations), plus (b) the aggregate amount of funds on deposit in the Collection Account and the Revolver Funding Account, including Eligible Investments, constituting Principal Proceeds, plus (c)(i) for each Defaulted Obligation that has been a Defaulted Obligation for less than three years, the lower of (A) an amount equal to the Market Value at such time of such Defaulted Obligation and (B) the S&P Recovery Rate multiplied by the principal balance thereof at such time and (ii) for any Defaulted Obligation which has been a Defaulted Obligation for three years or more, zero. Any Collateral Obligation that, as a result of any exchange thereof or amendment, waiver or supplement thereto, ceases to qualify as a Collateral Obligation, will thereafter have a value equal to zero when calculating the Monitor Principal Amount for so long as it remains unqualified to be a Collateral Obligation by the terms of this Indenture.

“Monthly Report”:  The meaning specified in Section 10.8(a).

“Monthly Report Determination Date”:  The meaning specified in Section 10.8(a).

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

“Net Aggregate Exposure Amount”:  The excess of the aggregate of the Exposure Amounts of the Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations over the amount of Principal Proceeds in the Revolver Funding Account.

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“Net Purchased Loan Balance”:  As of any date of determination, an amount equal to (a) the Aggregate Principal Balance of all Collateral Obligations conveyed by the Transferor to the Issuer pursuant to the Master Participation Agreement prior to such date, calculated as of the respective Cut-Off Dates of such Collateral Obligations minus (b) the Aggregate Principal Balance of all Collateral Obligations purchased or substituted by the Transferor prior to such date of determination.

“Non-Accepting Holder”:  The meaning specified in Section 9.7(b)(iii).

“Non-Call Period”:  The period from the Closing Date to and excluding June 10, 2027.

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

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

“Noteholder”: With respect to any Notes, the Holder of such Notes as specified in the Notes Register.

“Notes”:  Collectively, the Class A Notes, the Class A-L Notes, the Class B Notes, the Class C Notes and the Subordinated Notes authorized by, and authenticated and delivered under, this Indenture (as specified in Section 2.3) together with any additional Notes issued pursuant to and in accordance with this Indenture.

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

“NRSRO”:  Any nationally recognized statistical rating organization, other than the Rating Agency.

“NRSRO Certification”:  A certification executed by a NRSRO in favor of the Issuer and the Information Agent that states that such NRSRO has provided the Issuer with the appropriate certifications under Exchange Act Rule 17g-5(a)(3)(iii)(B) and that such NRSRO has access to the 17g-5 Website.

“Obligor”:  With respect to a Collateral Obligation, the person who is obligated to repay such Collateral Obligation (including, if applicable, a guarantor thereof), and whose assets are principally relied upon by the Issuer at the time such Collateral Obligation was originated or purchased by the Issuer as the source of repayment of such Collateral Obligation.

“Obligor Diversity Measure”:  As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each Obligor, obtained by dividing (i) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations) issued by such Obligor by (ii) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations).

“OFAC”: The meaning specified in Section 7.22.

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“Offer”:  The meaning specified in Section 10.9(c), provided that for the purposes of clause (ix) of the definition of “Collateral Obligation,” “Offer” shall mean, with respect to any security or obligation, any offer by the issuer of such security or obligation or by any other Person made to all of the holders of such security or obligation to purchase or otherwise acquire such security or obligation (other than pursuant to any redemption in accordance with the terms of the related Underlying Instruments) or to convert or exchange such security or obligation into or for Cash, securities or any other type of consideration.

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

“Offering Circular”:  The offering circular relating to the offer and sale of the Notes dated June 7, 2025, including any supplements thereto.

“Officer”:  With respect to the Issuer and any limited liability company, any managing member or manager thereof or any person to whom the rights and powers of management thereof are delegated in accordance with the limited liability company agreement of such limited liability company.

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

“Opinion of Counsel”:  A written opinion addressed to the Trustee and, if required by the terms hereof, the Rating Agency then rating a Class of the Secured Debt, in form and substance reasonably satisfactory to the Trustee (and, if so addressed, the Rating Agency then rating a Class of the Secured Debt), of a nationally or internationally recognized and reputable 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, and which attorney or law firm, as the case may be, shall be reasonably satisfactory to the Trustee. Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admitted and so satisfactory, which opinions of other counsel shall accompany such Opinion of Counsel and shall be addressed to the Trustee (and, if required by the terms hereof, the Rating Agency then rating a Class of the Secured Debt) or shall state that the Trustee (and, if required by the terms hereof, the Rating Agency then rating a Class of the Secured Debt) shall be entitled to rely thereon.

“Optional Redemption”:  A redemption or repayment, as applicable of Debt in accordance with Section 9.2.

“Original Lender Collateral Obligations”: Collateral Obligations in respect of which the EU/UK Retention Holder, itself or through related entities (including the Transferor), concluded the original agreements which created the assets meeting the criteria for Collateral Obligations selected by the Investment Manager and giving rise to the exposures being securitized.

“Original Lender Requirement”: On any date of determination, the condition that the Aggregate Principal Balance of all Original Lender Collateral Obligations held by the Issuer as at such date divided by the Aggregate Principal Balance of all Collateral Obligations and Eligible Investments included in the Assets as of such date is greater than 50 percent (as determined by the Collateral Administrator and agreed with the EU/UK Retention Holder).

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“Other Plan Law”:  Any state, local, other federal 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.

“Outstanding”:  With respect to the Debt or the Debt of any specified Class, as of any date of determination, all of the Debt or all of the Debt of such Class, as the case may be, theretofore authenticated and delivered under this Indenture (or, with respect to the Class A-L Loans, incurred under the Class A-L Loan Agreement), except:

(i)Notes theretofore canceled by the Notes Registrar or delivered to the Notes Registrar for cancellation in accordance with the terms of Section 2.9 or registered in the Notes Register on the date that the Trustee provides notice to the Holders that this Indenture has been discharged in accordance with Article IV and Class A-L Loans that are prepaid, repaid or converted in accordance with the Class A-L Loan Agreement;

(ii)Debt or portions thereof for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the Trustee or any Paying Agent in trust for the Holders of such Debt pursuant to Section 4.1(a)(ii) or the Class A-L Loan Agreement, as applicable; provided that if such Debt or portions thereof are to be redeemed or repaid, notice of such redemption or repayment has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

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

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

(v)Class A-L Loans repaid or redeemed pursuant to the terms of the Class A-L Loan Agreement.

In determining whether the Holders of the requisite Aggregate Outstanding Amount of the Debt have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (a) any Classes of Debt owned by the Issuer (or, only in the case of (x) a vote on the removal of the Investment Manager for “Cause” (as defined in the Investment Management Agreement)); or (y) a waiver of an event constituting “Cause” under the Investment Management Agreement as a basis for termination of the Investment Management Agreement or removal of the Investment Manager thereunder, the Investment Manager Debt shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee or the Loan Agent, as applicable, shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt that a Trust Officer of the Trustee or the Loan Agent, as applicable, has actual knowledge to be so owned shall be so disregarded and (b) Debt so owned that have been pledged in good faith shall be regarded as Outstanding if the pledgee establishes to

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the reasonable satisfaction of the Trustee or the Loan Agent, as applicable, the pledgee’s right so to act with respect to such Debt and that the pledgee is not one of the Persons specified above.

“Overcollateralization Ratio”:  With respect to any specified Class or Classes of the Secured Debt as of any Measurement Date or other date of determination, the percentage derived from:  (i) the Principal Collateralization Amount on such date, divided by (ii) the Aggregate Outstanding Amount on such date of the Secured Debt of such Class or Classes, each Priority Class of Secured Debt and each Pari Passu Class of Secured Debt (including, to the extent applicable, any accrued Deferred Interest of such Class that remains unpaid).

“Overcollateralization Ratio Test”:  A test that is satisfied with respect to any Class or Classes of Debt as of any date of determination on which such test is applicable if (i) the Overcollateralization Ratio for such Class or Classes on such date is at least equal to the Required Overcollateralization Ratio for such Class or Classes or (ii) such Class or Classes of Debt are no longer Outstanding.

“Pari Passu Class”:  With respect to any specified Class of Debt, each Class of Debt that ranks pari passu to such Class, as indicated in Section 2.3.

“Partial PIK Loan”: Any loan that by its terms permits the deferral or capitalization of accrued and unpaid interest and that provides for periodic payments of interest thereon in cash no less frequently than semi-annually and the portion of interest required to be paid in cash under the terms of the applicable Underlying Instrument results in such loan having an effective rate of current interest paid in cash on such day of not less than (a) in the case of a Fixed Rate Obligation, 4.0% per annum or (b) otherwise, 3.0% per annum over the applicable index rate. For the avoidance of doubt, if the Obligor under a loan described above fails to make a required cash interest payment thereunder and such failure continues longer than the grace period set forth for such payment in clause (a) of the definition of “Defaulted Obligation”, such loan shall be considered a Defaulted Obligation.

“Participation Interest”:  A participation interest in a loan originated by a bank or financial institution that, at the time of acquisition, or the Issuer’s commitment to acquire the same, satisfies each of the following criteria:  (i) such participation would constitute a Collateral Obligation were it acquired directly, (ii) the Selling Institution is a lender on the loan, (iii) the aggregate participation in the loan granted by such Selling Institution to any one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution is a lender under such loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the Selling Institution holds in the loan or commitment that is the subject of the participation, (v) the entire purchase price for such participation is paid in full (without the benefit of financing from the Selling Institution or its affiliates) at the time of the Issuer’s acquisition (or, to the extent of a participation in the unfunded commitment under 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 the economic benefit and risk of the whole or part of the loan or commitment that is the subject of the loan participation; and (vii) such participation is documented under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for

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loan participation transactions among institutional market participants. For the avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any loan.

“Partner”: Each Holder of the Subordinated Notes (and any interest therein) or any other person treated as a “partner” of the Issuer within the meaning of Subchapter K of the Code.

“Partnership Representative”: A “partnership representative” within the meaning of Section 6223 of the Code.

“Partnership Tax Audit Rules”: Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

“Passing Report”:  The meaning specified in Section 7.17(c).

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

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

“Payment Date”:  The 25th day of February, May, August and November of each year (or, if such day is not a Business Day, the next succeeding Business Day), commencing in November 2025, except that (x) “Payment Date” shall include each date fixed by the Trustee on which payments are made in accordance with Section 5.7 and (y) the final Payment Date (subject to any earlier redemption or payment of the Debt) shall be the Payment Date in May 2037 (or, if such day is not a Business Day, the next succeeding Business Day); provided that following the redemption or repayment in full of the Secured Debt of each Class, Holders of the Subordinated Notes may receive payments (including in respect of an Optional Redemption of the Subordinated Notes) on any dates designated by a Majority of the Subordinated Notes (with the consent of the Investment Manager) (which dates may or may not be the dates stated above) upon eight Business Days’ prior written notice to the Trustee and the Collateral Administrator (which notice the Trustee will promptly forward to the Holders of the Subordinated Notes) and such dates will constitute “Payment Dates.”

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

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

“Permitted Liens”:  (a) Liens in favor of the Trustee for the benefit of the Secured Parties granted pursuant to this Indenture and any other Transaction Document; (b) liens for Taxes or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded (provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor); and (c) the interests of lessees and lessors under leases of real or personal property made in the ordinary course of business which interests would not have a Material Adverse Effect.

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“Permitted Maturity Obligation”:  A Loan that (i) meets the definition of “Collateral Obligation” other than clause (xii)(b) thereof and matures after the earliest Stated Maturity (but no later than three years following such Stated Maturity) of the Debt and (ii) is received as or in connection with a Loss Mitigation Obligation or otherwise subject to a maturity amendment.

“Permitted Non-Loan Assets”:  Senior Secured Bonds and Senior Secured Floating Rate Notes.

“Permitted Offer”:  An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting of (x) Cash in an amount equal to or greater than the full face amount of the debt obligation being exchanged plus any accrued and unpaid interest or (y) other debt obligations that rank pari passu or senior to the debt obligation being exchanged which have a face amount equal to or greater than the full face amount of the debt obligation being exchanged and are eligible to be Collateral Obligations plus any accrued and unpaid interest in Cash and (ii) as to which the Investment Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.

“Permitted Use”:  With 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 Permitted Use Account, any of the following uses will constitute a “Permitted Use”:  (i) except with respect to any Contribution deposited into the Permitted Use Account, the transfer of the applicable portion of such amount to the Interest Collection Account for application as Interest Proceeds (so long as such a transfer does not cause a Retention Deficiency); (ii) the transfer of the applicable portion of such amount to the Principal Collection Account for application as Principal Proceeds; (iii) to designate such amount as Refinancing Proceeds for use in connection with a Refinancing; (iv) the transfer of the applicable portion of such amount to pay any costs or expenses associated with a Refinancing, a Re-Pricing or an additional issuance or incurrence of Debt; (v) the purchase of Collateral Obligations, Loss Mitigation Obligations or Specified Equity Securities and (vi) subject to the limitation described in clause (i) above, for any other use of funds permitted under this Indenture, in each case subject to the limitations set forth therein; provided that once funds in the Permitted Use Account have been designated as Principal Proceeds, such designation may not be changed.

“Permitted Use Account”:  The meaning specified in Section 10.3(e).

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

“PIK Loan”:  A Loan that permits deferral and/or capitalization of any interest or other periodic distribution otherwise due.

“Placement Agent”:  J.P. Morgan Securities LLC, in its capacity as Placement Agent under the Placement Agreement in respect of certain of the Notes.

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“Placement Agreement”:  The Placement Agency Agreement dated as of June 10, 2025 by and among the Issuer and the Placement Agent, as amended from time to time.

“Portfolio Company”:  Any company that, at the time the related Collateral Obligation is acquired by the Issuer, is controlled by the Investment Manager; where “control” means ownership of more than 50% of the securities having ordinary voting power.

“Posting”:  The forwarding by the Collateral Administrator of emails received at the Rule 17g-5 Address to the 17g-5 Website.

“Principal Balance”:  Subject to Section 1.3, with respect to (a) any Asset other than a Revolving Collateral Obligation, Delayed Drawdown Collateral Obligation or Loss Mitigation Qualified Obligation, as of any date of determination, the outstanding principal amount of such Asset (excluding any capitalized interest) and (b) any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation or Loss Mitigation Qualified Obligation, as of any date of determination, the outstanding principal amount of such Revolving Collateral Obligation, Delayed Drawdown Collateral Obligation (in each case, excluding any capitalized interest) or Loss Mitigation Qualified Obligation, plus (except as expressly set forth in this Indenture) any undrawn commitments that have not been irrevocably reduced or withdrawn with respect to such Revolving Collateral Obligation, Delayed Drawdown Collateral Obligation or Loss Mitigation Qualified Obligation; provided that (i) for purposes of calculating the Overcollateralization Ratio, Monitor Principal Amount, Fee Basis Amount, Target Initial Par Condition and Total Capitalization, in each case, the Principal Balance of any Revolving Collateral Obligation, Delayed Drawdown Collateral Obligation or Loss Mitigation Qualified Obligation shall include all undrawn commitments with respect to such Revolving Collateral Obligation, Delayed Drawdown Collateral Obligation or Loss Mitigation Qualified Obligation, (ii)(x) for the purposes of calculating compliance with the limit for the Aggregate Principal Balance for Loss Mitigation Obligations (other than Loss Mitigation Qualified Obligations) under Section 12.2(b), the Principal Balance in respect of any Loss Mitigation Obligation shall be deemed to be the outstanding principal amount thereof due and payable at its maturity and (y) (1) for all other purposes, the Principal Balance of any Loss Mitigation Obligation that is not a Loss Mitigation Qualified Obligation shall be deemed zero and (2) the Principal Balance of any Loss Mitigation Qualified Obligation shall be its S&P Recovery Amount, (iii) for all purposes (other than the calculation of the Retention Basis Amount and whether a Retention Deficiency has occurred), the Principal Balance of any Equity Security (including any Specified Equity Security) or interest only strip shall be deemed to be zero and (iv) for all purposes, the Principal Balance of any Defaulted Obligation that is not sold or terminated within three years after becoming a Defaulted Obligation shall be deemed to be zero. For purposes of determining the Retention Basis Amount and whether a Retention Deficiency has occurred, the Principal Balance of any Asset shall be its Principal Balance in each case without any adjustments for acquisition price or the application of haircuts or other adjustments.

“Principal Collateralization Amount”:  As of any date, an amount equal to the sum, without duplication, of the following:

(a)the Aggregate Principal Balance of all Collateral Obligations (excluding Defaulted Obligations, Discount Obligations, Loss Mitigation Obligations, Loss

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Mitigation Qualified Obligations, PIK Loans, Permitted Maturity Obligations and Closing Date Participation Interests (each as to which the applicable rule below shall apply)), plus

(b)the aggregate amount of funds on deposit in the Collection Account and the Revolver Funding Account, including Eligible Investments, constituting Principal Proceeds, plus

(c)with respect to each Defaulted Obligation that has been a Defaulted Obligation for less than three years, the lower of (i) the Market Value of such Defaulted Obligation as of the relevant Measurement Date and (ii) the S&P Recovery Amount of such Defaulted Obligation as of the relevant Measurement Date, plus

(d)for each Discount Obligation, its purchase price, plus

(e)with respect to each Loss Mitigation Qualified Obligation, the lower of (i) the Market Value of such Loss Mitigation Qualified Obligation as of the relevant Measurement Date and (ii) the S&P Recovery Amount of such Loss Mitigation Qualified Obligation as of the relevant Measurement Date, minus

(f)the Excess CCC Adjustment Amount; plus

(g)with respect to each Loss Mitigation Obligation that is not a Loss Mitigation Qualified Obligation, zero; plus

(h)with respect to each Permitted Maturity Obligation and any Collateral Obligations subject to a Maturity Amendment, the lower of (i) Market Value and (ii) the product of (1) the Principal Balance of such Permitted Maturity Obligation or Collateral Obligation subject to a Maturity Amendment and (2) if the stated maturity thereof is (w)  within one year after the earliest Stated Maturity of the Debt, 90%, (x) more than one year but less than or equal to two years after the earliest Stated Maturity of the Debt, 80%, (y) more than two years but less than or equal to three years after the earliest Stated Maturity of the Debt, 70% and (z) for more than three years after the earliest Stated Maturity of the Debt, 0%, plus

(i)with respect to a PIK Loan that is not a Partial PIK Loan, the lower of (i) the Market Value of such PIK Loan and (ii) the product of the Principal Balance of such PIK Loan and the S&P Recovery Rate of such PIK Loan, plus

(j)with respect to each Closing Date Participation Interest not elevated to an assigned loan after 90 days following the Closing Date, the S&P Recovery Amount;

provided that (i) with respect to any Collateral Obligation that satisfies more than one of the definitions of Defaulted Obligation, Discount Obligation, Loss Mitigation Obligation, Loss Mitigation Qualified Obligation, PIK Loan, Permitted Maturity Obligation, Closing Date Participation Interest or any asset that falls into the Excess CCC Adjustment Amount, such Collateral Obligation shall, for the purposes of this definition, be treated as belonging to the category of Collateral Obligations which results in the lowest Principal Collateralization Amount

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on any date of determination and (ii) the Principal Collateralization Amount for any Defaulted Obligation which has been a Defaulted Obligation for more than three years will be zero.

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

“Principal Financed Accrued Interest”:  With respect to (i) any Collateral Obligation owned or purchased by the Issuer on the Closing Date if purchased with Principal Proceeds, purchased with the proceeds of the Debt or proceeds contributed to the Issuer, an amount equal to the unpaid interest on such Collateral Obligation that accrued prior to the Closing Date that is owing to the Issuer and remains unpaid as of the Closing Date and (ii) any Collateral Obligation purchased after the Closing Date, the amount of Principal Proceeds, if any, applied towards the purchase of accrued interest on such Collateral Obligation.

“Principal Proceeds”:  With respect to any Collection Period or Determination Date, (i) all amounts received by the Issuer during the related Collection Period that do not constitute Interest Proceeds and (ii) any other amounts that have been designated as Principal Proceeds pursuant to the terms of this Indenture, including any amounts deposited in the Collection Account from the Closing Expense Account in accordance with Section 10.5.

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

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

“Priority Termination Event”:  The meaning specified in the relevant Hedge Agreement, which may include, without limitation, the occurrence of (i) the Issuer’s failure to make required payments or deliveries pursuant to a Hedge Agreement with respect to which the Issuer is the sole Defaulting Party (as defined in the relevant Hedge Agreement), (ii) the occurrence of certain events of bankruptcy, dissolution or insolvency with respect to the Issuer with respect to which the Issuer is the sole Defaulting Party (as defined in the relevant Hedge Agreement), (iii) the liquidation of the Assets due to an Event of Default under this Indenture or (iv) a change in law after the Closing Date which makes it unlawful for either the Issuer or a Hedge Counterparty to perform its obligations under a Hedge Agreement.

“Privacy Notice”:  The meaning specified in Section 2.5(k)(xv).

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

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

“Proposed Portfolio”: The portfolio of Collateral Obligations and Eligible Investments resulting from the proposed purchase, origination, sale, maturity or other disposition of a Collateral Obligation or a proposed reinvestment in an additional Collateral Obligation, as the case may be.

“Proposed Trade”: An expected transaction between a Holder and an EU Institutional Investor in respect of which (i) key terms relating to the pricing and tenor of such

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expected transaction are agreed, (ii) the negotiation of related legal documentation, if applicable, has commenced and (iii) the Holder believes, acting in good faith, that the expected transaction will close.

“QEF”: The meaning specified in Section 2.12(a).

“QIB/QP”:  Any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Debt is both (i) a Qualified Institutional Buyer and (ii) either (x) a Qualified Purchaser or (y) a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser.

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

“Qualified Purchaser”:  The meaning specified in Section 2(a)(51) of the Investment Company Act and Rule 2a51-2 or 2a51-3 under the Investment Company Act.

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

“Rating Agency”: S&P or, if at any time S&P ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating agency selected by the Issuer (or the Investment Manager on behalf of the Issuer). If at any time S&P ceases to be a “Rating Agency” and a replacement rating agency is selected in accordance with the preceding sentence, then references to rating categories of such replaced rating agency in this Indenture shall be deemed instead to be references to the equivalent categories of such replacement rating agency as of the most recent date on which such replacement rating agency and such replaced rating agency published ratings for the type of obligation in respect of which such replacement rating agency is used.

“Rating Agency Condition”:  With respect to any event or any action taken or to be taken by or on behalf of the Issuer, a condition that is satisfied if S&P provides written confirmation (which may take the form of a press release or other written communication which may be in electronic form or posted on S&P’s website) that no immediate withdrawal or reduction with respect to its then-current rating by S&P of any Class of Secured Debt will occur as a result of such event or action; provided that the Rating Agency Condition will be deemed to be satisfied if (i) no Class of Secured Debt then outstanding is then rated by S&P (including due to the withdrawal by S&P of its rating on such Notes) or (ii) S&P makes a public announcement or informs (which may be evidenced by an exchange of electronic messages) the Issuer, the Investment Manager, or the Trustee in writing that (A) it believes that satisfaction of the Rating Agency Condition is not required with respect to such event or action, (B) its practice is not to give such confirmations or (C) it will not review such event or action for purposes of evaluating whether to confirm the then-current ratings (or initial ratings) of the Secured Debt.

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

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

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

“Re-Pricing Eligible Notes”:  Each Class of Secured Notes specified as such in Section 2.3.

“Re-Pricing Proceeds”:  The proceeds from the sale of Re-Pricing Replacement Notes.

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

“Re-Pricing Redemption”:  In connection with a Re-Pricing, the redemption by the Issuer of the Notes of the Re-Priced Class held by Non-Accepting Holders from the proceeds of the Re-Pricing Replacement Notes.

“Re-Pricing Redemption Date”:  Any day on which a redemption in connection with a Re-Pricing occurs.

“Re-Pricing Replacement Notes”:  Notes issued in connection with a Re-Pricing that have terms identical to the Notes of the Re-Priced Class other than the interest rate (after giving effect to the Re-Pricing) and are issued in an Aggregate Outstanding Amount equal to the Aggregate Outstanding Amount of the Re-Priced Class.

“Real Estate Loan”:  A loan or other debt obligation that is (a) directly or indirectly secured by a mortgage, deed of trust or similar lien on commercial real estate, residential real estate, office, retail or industrial property or undeveloped land and is underwritten as a mortgage loan or (b) a loan to a company engaged primarily in acquiring and developing undeveloped land (whether or not such loan is secured by real estate).

“Received Obligation”: A debt obligation received in connection with an Exchange Transaction.

“Record Date”:  With respect to the Debt, in the case of Certificated Notes, the date that is 15 days (whether or not a Business Day) prior to the applicable Payment Date and in the case of Global Notes, the Business Day prior to the Payment Date.

“Recurring Revenue Loan”:  A Collateral Obligation (i) the extensions of credit under which, or a Maintenance Covenant applicable to which, is calculated on the basis of “recurring revenue” for a stated period rather than EBITDA or (ii) that, at the time of acquisition, has a negative EBITDA for the preceding 12-month period; provided that, with respect to clause (ii), if on any date of determination after the date of acquisition such Collateral Obligation has a positive EBITDA for two consecutive quarters, the Investment Manager may reclassify such Collateral Obligation so that it shall cease to be a Recurring Revenue Loan.

“Redemption Date”:  Any date specified for a redemption or repayment, as applicable, of Debt (other than a Mandatory Redemption) pursuant to Article IX; provided that, other than in the case of a Refinancing, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Debt may consent to delay the scheduled Redemption Date for such Class of Debt to a later redemption date, in which case, such later redemption will be the Redemption

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Date for such Class; provided, however, that for the avoidance of doubt, (x) any payments as of such delayed Redemption Date will still be made pursuant to the applicable Priority of Payments, (y) no such delay of the scheduled Redemption Date may delay such Redemption Date past the earliest Stated Maturity of any Class and (z) no such delay of the scheduled Redemption Date will prevent any otherwise applicable Payment Date from occurring in the interim.

“Redemption Price”:  (a) For each Class of the Secured Debt to be redeemed, repaid or re-priced (x) 100% of the Aggregate Outstanding Amount of such Class of the Secured Debt, plus (y) accrued and unpaid interest thereon (including accrued and unpaid Deferred Interest, interest on Deferred Interest and Defaulted Interest) to the Redemption Date or Re-Pricing Date, as applicable; provided that in connection with any Optional Redemption, Tax Redemption or Re-Pricing, any Holder of any Secured Debt, by notifying the Trustee and the Loan Agent (if appliable) in writing prior to the Redemption Date or Re-Pricing Date, as applicable, may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holder of such Secured Debt; and (b) for each Subordinated Note, its proportional share (based on the outstanding principal amount of such Subordinated Notes) of the amount of the proceeds of the Assets remaining after giving effect to the Optional Redemption or Tax Redemption, as applicable, of the Secured Debt in whole or after all of the Secured Debt has been redeemed or repaid in full and payment in full of (and/or creation of a reserve for) all expenses (including all Investment Management Fees, and Administrative Expenses, which shall not be subject to the Administrative Expense Cap) of the Issuer.

“Reference Rate Floor Obligation”:  As of any date of determination, a Floating Rate Obligation (a) the interest in respect of which is paid based on a reference rate corresponding to the reference rate then applicable to the Floating Rate Debt and (b) that provides that such reference rate is (in effect) calculated as the greater of (i) a specified “floor” rate per annum and (ii) the value of such reference rate for the applicable interest period for such Collateral Obligation.

“Reference Time”:  With respect to any determination of the Benchmark means (1) if the Benchmark is Term SOFR, 5:00 a.m. (Chicago time) on the Interest Determination Date, and (2) if the Benchmark is not Term SOFR, the time determined by the Investment Manager in accordance with the Benchmark Replacement Conforming Changes.

“Refinancing”:  A loan or an issuance of replacement securities, whose terms in each case will be negotiated by the Investment Manager on behalf of the Issuer, from one or more financial institutions or purchasers to refinance the Secured Debt in connection with an Optional Redemption.

“Refinancing Proceeds”:  The Cash proceeds from a Refinancing and other amounts available in accordance with this Indenture.

“Regional Diversity Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P region classification set forth in the regions and associated countries table included in the Global Methodology And Assumptions For CLOs And Corporate CDOs, obtained by dividing (i) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted

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Obligations) issued by Obligors that belong to such S&P region classification by (ii) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations).

“Registered”:  In registered form for U.S. federal income tax purposes.

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

“Regulation S Global Secured Note”:  A Temporary Regulation S Global Secured Note or a Permanent Regulation S Global Secured Note, as applicable.

“Reinvestment Period”:  The period from and including the Closing Date to and including the earliest of (i) the Payment Date in May 2029, (ii) the date of the acceleration of the Maturity of any Class of the Secured Debt pursuant to Section 5.2 following an Event of Default; (provided that if the Reinvestment Period is terminated pursuant to this clause (ii) and such acceleration is subsequently rescinded, then the Reinvestment Period will be reinstated at the election of the Investment Manager, in its sole discretion, with notice to the Rating Agency) and (iii) the date on which the Investment Manager notifies the Trustee and the Loan Agent that it has been unable, for a period of at least 30 consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Investment Manager in its sole discretion and which would meet the criteria for reinvestment described in Article XII in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations; provided that (x) written notice will be provided to the Rating Agency upon any early termination of the Reinvestment Period and (y) if the Reinvestment Period is terminated pursuant to clause (iii), the Reinvestment Period may be reinstated at the direction of the Investment Manager, in its sole discretion, with notice to the Rating Agency.

“Reinvestment Target Par Balance”:  As of any date of determination (a) prior to the Effective Date, zero, and (b) on and after the Effective Date, the Target Initial Par Amount, minus (i) the amount of any reduction in the Aggregate Outstanding Amount of the Debt through the payment of Principal Proceeds or Interest Proceeds (excluding any payments of Deferred Interest), plus (ii) the aggregate amount of Principal Proceeds that result from the issuance or incurrence of any additional Debt pursuant to Sections 2.13 and 3.2 (after giving effect to such issuance or incurrence of any additional Class or Classes of Debt).

“Reporting Agent”: Any entity, other than the Collateral Administrator, appointed by the Issuer (with the consent of, and at the discretion of, the Investment Manager) to prepare (or assist in the preparation of) and/or make available the Transparency Reports following receipt of an Article 7 Reporting Request.

“Repurchase and Substitution Limit”: The meaning specified in Section 12.5(b).

“Required Interest Coverage Ratio”: (a) For the Class A Debt and the Class B Notes, 120% and (b) for the Class C Notes, 110%.

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“Required Overcollateralization Ratio”: (a) For the Class A Debt and the Class B Notes, 137.06% and (b) for the Class C Notes, 123.58%.

“Reset Amendment”: The meaning specified in Section 8.1(xxviii).

“Resolution”: A resolution of the designated manager of the Issuer.

“Retention Basis Amount”: On any date of determination, an amount used for determining compliance with the 5.0% retention obligation under the EU/UK Risk Retention Requirements and equal to the sum of (i) the Aggregate Principal Balance of the Collateral Obligations (including any Defaulted Obligations (regardless of the length of time since becoming a Defaulted Obligation) and any Loss Mitigation Obligations) plus (ii) without duplication, with respect to any Equity Security, an amount equal to (a) in the case of a debt obligation or other debt security, the principal amount outstanding of such obligation or security, (b) in the case of an Equity Security received upon a “debt for equity swap” in relation to a restructuring or other similar event, the principal amount outstanding of the debt which was swapped for the Equity Security and (c) in the case of any other Equity Security, the nominal value thereof as determined by the Investment Manager plus (iii) without duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds. The Aggregate Principal Balance shall not be reduced by purchase price or market value for the purposes of determining the Retention Basis Amount.

“Retention Deficiency”: As of any date of determination, an event which occurs if the material net economic interest in the Debt held by the Retention Holder is less than 5% of the Retention Basis Amount and the EU/UK Risk Retention Requirements (as in effect on the Closing Date) are not or would not be complied with as a result.

“Retention Holder”:  WhiteHorse Finance, Inc., in its capacity as both the U.S. Retention Holder and the EU/UK Retention Holder.

“Retention Requirements”:  The retention requirements under the U.S. Risk Retention Rules and the EU/UK Risk Retention Requirements, collectively.

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

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

“Risk Retention Expenses”:  Any out of pocket expenses incurred by the Investment Manager (including on behalf of the Retention Holder) in connection with complying with the Retention Requirements in relation to the transactions contemplated in the Transaction Documents (including costs of legal counsel and expenses incurred in connection with compliance

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obligations under any Refinancing, Re-Pricing, additional issuance of Debt or other amendment to this Indenture and any investigation therein but excluding (i) any expenses incurred in connection with acquiring Debt, or financing such acquisition, in order to comply with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements) or (ii) the costs of any internal or overhead expenses of the Investment Manager (including such amounts as may be incurred on behalf of or for the account of the Retention Holder) not directly attributable to the foregoing.

“Risk Retention Letter”:  The letter relating to the retention of certain Debt in satisfaction of the EU/UK Risk Retention Requirements from the EU/UK Retention Holder and addressed to the Issuer, the Trustee, the Collateral Administrator, the Investment Manager and the Placement Agent (as amended, replaced, updated or otherwise modified from time to time).

“Rolled Senior Uptier Debt”: The meaning specified in the definition of Uptier Priming Transaction.

“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 Information”:  The meaning specified in Section 7.14.

“Rule 17g-5”:  The meaning specified in Section 14.17(a).

“Rule 17g-5 Address”:  The meaning specified in Section 14.3(e)(ii).

“S&P”:  S&P Global Ratings, an S&P Global business, and any successor or successors thereto.

“S&P Additional Current Pay Criteria”:  Criteria satisfied with respect to any Collateral Obligation (other than a DIP Collateral Obligation) if either (i) (A) the issuer of such Collateral Obligation has made an exchange transaction and such Collateral Obligation that is subject to such exchange transaction ranks equal to or higher in priority than the obligation subject to the exchange transaction, (B) in the case of an exchange transaction that is a repurchase of debt for Cash, the repurchased debt will be extinguished and (C) the Issuer does not hold any obligation of the issuer making the exchange transaction that ranks lower in priority than the obligation subject to the exchange transaction or (ii) such Collateral Obligation has a Market Value (determined under clause (a) or (b) of the definition thereof) of at least 80% of its par value.

“S&P CDO Formula Election Date”: The date designated by the Investment Manager upon at least five Business Days’ prior written notice to S&P, the Trustee, and the Collateral Administrator as the date on which the Issuer will begin to utilize the Adjusted Break-even Default Rate; provided that an S&P CDO Formula Election Date may only occur once.

“S&P CDO Formula Election Period”: (i) The period from the Closing Date until the occurrence of an S&P CDO Monitor Election Date and (ii) thereafter, any date on and after an S&P CDO Formula Election Date so long as no S&P CDO Monitor Election Date has occurred since such S&P CDO Formula Election Date.

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“S&P CDO Monitor”:  Each dynamic, analytical computer model developed by S&P used to calculate the default frequency in terms of the amount of debt assumed to default as a percentage of the original principal amount of the Collateral Obligations consistent with a specified benchmark rating level based upon certain assumptions (including the applicable Weighted Average S&P Recovery Rate) and S&P’s proprietary corporate default studies, as may be amended by S&P from time to time upon notice to the Issuer, the Investment Manager and the Bank in its various capacities, including the Collateral Administrator and the Trustee.  Each S&P CDO Monitor shall be chosen by the Investment Manager and associated with either (x) a Weighted Average S&P Recovery Rate and a Weighted Average Spread from Section 2 of Schedule 2 or (y) a Weighted Average S&P Recovery Rate and a Weighted Average Spread confirmed by S&P; provided that as of any date of determination the Weighted Average S&P Recovery Rate for the Class A Debt equals or exceeds the Weighted Average S&P Recovery Rate for the Class A Debt chosen by the Investment Manager and the Weighted Average Spread equals or exceeds the Weighted Average Spread chosen by the Investment Manager.

“S&P CDO Monitor Election Date”:  The meaning specified in Section 7.17(d).

“S&P CDO Monitor Election Period”: (i) If no S&P CDO Formula Election Date has occurred, the period from the Effective Date until the occurrence of the S&P CDO Formula Election Date (if any) and (ii) the period, if any, from and after the S&P CDO Monitor Election Date.

“S&P CDO Monitor Test”:  A test that will be satisfied on any date of determination on or after the Effective Date (i) during any S&P CDO Monitor Election Period (following receipt by the Investment Manager and the Collateral Administrator of the Adjusted Break-even Default Rate for the Highest Ranking Class (in accordance with the definition of “Adjusted Break-even Default Rate”)) if, after giving effect to the sale of a Collateral Obligation or the purchase of a Collateral Obligation, the Default Differential of the Proposed Portfolio is positive or (ii) during any S&P CDO Formula Election Period, the Adjusted Break-even Default Rate is equal to or greater than the S&P CDO SDR; provided that, in connection with the Effective Date, the S&P Effective Date Adjustments will be applied.  The S&P CDO Monitor Test will be considered to be improved if the Default Differential of the Proposed Portfolio is greater than the Default Differential of the Current Portfolio.

“S&P CDO SDR”: The value calculated based on the following formula (or such other published formula by S&P that the Investment Manager provides to the Collateral Administrator) and applied to the Highest Ranking Class:

0.247621 + (SPWARF/9162.65) – (DRD/16757.2) - (ODM/7677.8) - (IDM/2177.56) - (RDM/34.0948) + (WAL/27.3896) where

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“S&P Counterparty Criteria”:  With respect to any Participation Interest (other than Closing Date Participation Interests) acquired or committed to be acquired by the Issuer, criteria that will be met if, immediately after giving effect to such acquisition, (a) the percentage of Total Capitalization that consists in the aggregate of Participation Interests with Selling Institutions that have the same S&P Rating does not exceed the “Aggregate Percentage Limit” set forth below for such S&P Rating and (b) the percentage of Total Capitalization that consists in the aggregate of Participation Interests with any single Selling Institution that has the S&P Rating set forth below does not exceed the “Individual Percentage Limit” set forth below for such S&P Rating:

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provided that a Selling Institution with an S&P Rating of “A” must also have a short-term S&P rating of at least “A-1”, otherwise its “Aggregate Percentage Limit” and “Individual Percentage Limit” shall be 0%.

“S&P Effective Date Adjustments”:  In connection with determining whether the S&P CDO Monitor Test is satisfied in connection with the Effective Date if an S&P CDO Monitor Election Date has not occurred, the following adjustments will apply: (i) in calculating the Weighted Average Spread, the Aggregate Funded Spread will be calculated without regard to any Reference Rate Floor Obligation and (ii) in calculating the Adjusted Break-even Default Rate, the Monitor Principal Amount will exclude the amount of Principal Proceeds that is permitted to be designated as Interest Proceeds pursuant to the definition of Effective Date Interest Condition.

“S&P Effective Date Deemed Rating Confirmation”:  A condition that is satisfied if (A)(x) an S&P CDO Monitor Election Date has not occurred, (y) the S&P CDO Monitor Test is satisfied and (z) the S&P Effective Date Adjustments have been made and (B) if by the Determination Date relating to the first Payment Date the Issuer delivers the Effective Date

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Accountants’ Certificate to the Collateral Administrator and causes the Collateral Administrator to make available to S&P the Effective Date Report, and such Effective Date Accountants’ Certificate and Effective Date Report confirm satisfaction of the Effective Date Specified Tested Items.

“S&P Global Ratings Weighted Average Rating Factor”:  The number determined by:

(a) summing the products of (i) the principal balance of each Collateral Obligation (other than Defaulted Obligations) multiplied by (ii) the S&P Rating Factor of such Collateral Obligation (as described below) and

(b) dividing such sum by the principal balance of all such Collateral Obligations (other than Defaulted Obligations).

“S&P Rating Factor”: For each Collateral Obligation, the number set forth in the table below opposite the S&P Rating of such Collateral Obligation.

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“S&P Industry Classification”:  Each industry identified in Schedule 1.

“S&P Minimum Weighted Average Recovery Rate”: As of any date of determination for each Class of Secured Debt, the recovery rate applicable to such Class of Secured Debt determined by reference to the “Recovery Rate” as set forth in the table in Section 2 of Schedule 2 chosen by the Investment Manager (with prior notification to the Trustee, the Collateral Administrator and S&P) as currently applicable to the Collateral Obligations.

“S&P Rating”:  With respect to any Collateral Obligation, as of any date of determination, the rating determined in accordance with the following methodology:

(i)with respect to a Collateral Obligation that is not a DIP Collateral Obligation, (a) if there is an issuer credit rating of the issuer of such Collateral Obligation by S&P as published (which may be via email) by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Obligation pursuant to a form of guaranty which satisfies S&P’s then-current criteria applicable to guaranty agreements, then the S&P Rating shall be such rating (regardless of whether there is a published rating by S&P on the Collateral Obligations of such issuer held by the Issuer, provided that private ratings (that is, ratings provided at the request of the Obligor) may be used for purposes of this definition if the related Obligor has consented to the disclosure thereof and a copy of such consent has been provided to S&P) or (b) if there is no issuer credit rating of the issuer by S&P but (1) there is a senior secured rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category below such rating; (2) if clause (1) above does not apply, but there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Obligation shall equal such rating; and (3) if neither clause (1) nor clause (2) above applies, but there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category above such rating; or

(ii)with respect to any Collateral Obligation that is a DIP Collateral Obligation, the S&P Rating thereof will be the credit rating assigned to such issue by S&P, or if such DIP Collateral Obligation was assigned a point-in-time rating by S&P that was withdrawn, such withdrawn rating may be used for 12 months after the assignment of such rating; provided that if any such Collateral Obligation

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that is a DIP Collateral Obligation is newly issued and the Investment Manager expects an S&P credit rating within 90 days, the S&P Rating of such Collateral Obligation will be (1) as determined by the Investment Manager in its commercially reasonable judgment for a period of up to 90 days after acquisition of such DIP Collateral Obligation so long as the Investment Manager reasonably expects such DIP Collateral Obligation will have such S&P Rating within 90 days of acquisition of such DIP Collateral Obligation and (2) “CCC-” following such 90 day period; unless, during such 90 day period, the Investment Manager has requested the extension of such period and S&P, in its sole discretion, has granted such request (including via email); provided that if an S&P Rating is assigned to such Collateral Obligation at any time during such 90 day period (or such extension period, if applicable), such S&P Rating shall apply; provided further that such any such S&P Rating for the purposes of this clause (ii) shall expire on the earlier of (i) the 12-month anniversary of the date S&P assigned such credit rating to such DIP Collateral Obligation, unless S&P renews such credit rating, in which case, the credit rating shall expire on the 12-month anniversary of the date of renewal and (ii) the date S&P provides notice to the Investment Manager that the credit quality of such DIP Collateral Obligation has deteriorated since S&P assigned or renewed such credit rating; or

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

(A)if an obligation of the issuer is not a DIP Collateral Obligation and is publicly rated by Moody’s, then the S&P Rating will be the rating equivalent of the public rating by Moody’s of such Collateral Obligation except that the S&P Rating of such obligation will be (1) one sub category below the S&P equivalent of the rating by Moody’s if such rating is “Baa3” or higher and (2) two sub-categories below the S&P equivalent of the rating by Moody’s if such rating is “Ba1” or lower;

(B)the S&P Rating may be based on a credit estimate provided by S&P, and in connection therewith, the Issuer, the Investment Manager on behalf of the Issuer or the issuer of such Collateral Obligation shall, prior to or within 30 days after the acquisition of such Collateral Obligation, apply (and concurrently submit all required Information in respect of such application) to S&P for a credit estimate which shall be its S&P Rating; provided that, if such required Information is submitted within such 30-day period, then, pending receipt from S&P of such estimate, such Collateral Obligation shall have (1) the S&P Rating as determined by the Investment Manager in its sole discretion if the Investment Manager certifies to the Trustee (who shall forward such certification to the Collateral Administrator) that such S&P Rating determined by the Investment Manager is commercially reasonable and that it expects the credit estimate to be provided by S&P to be at least equal to such S&P Rating determined by the Investment Manager for a period of up to 120 days after the elapsing

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of the 30-day period after the acquisition of such Collateral Obligation and (2) an S&P Rating of “CC” following such 120-day period; unless, during such 120-day period, the Investment Manager has requested the extension of such period and S&P, in its sole discretion, has granted such request (including via email); provided further, that if such Information is not submitted within such 30-day period, then, pending receipt from S&P of such estimate, the Collateral Obligation shall have (1) the S&P Rating as determined by the Investment Manager for a period of up to 90 days after the acquisition of such Collateral Obligation and (2) an S&P Rating of “CCC-” following such 90-day period; unless, during such 90-day period, the Investment Manager has requested the extension of such period and S&P, in its sole discretion, has granted such request (including via email); provided further, that if such 90-day period (or other extended period) elapses pending S&P’s decision with respect to such application, the S&P Rating of such Collateral Obligation shall be “CCC-”; provided further, that if the Collateral Obligation has had a public rating by S&P that S&P has withdrawn or suspended within six months prior to the date of such application for a credit estimate in respect of such Collateral Obligation, the S&P Rating in respect thereof shall be “CCC-” pending receipt from S&P of such estimate, and S&P may elect not to provide such estimate until a period of six months have elapsed after the withdrawal or suspension of the public rating; provided further that the S&P Rating may not be determined pursuant to this clause (B) if the Collateral Obligation is a DIP Collateral Obligation; provided further that such credit estimate shall expire 12 months after the acquisition of such Collateral Obligation, following which such Collateral Obligation shall have an S&P Rating of “CCC-” unless, during such 12-month period, the Issuer applies for renewal thereof in accordance with this Indenture, in which case such credit estimate shall continue to be the S&P Rating of such Collateral Obligation until S&P has confirmed or revised such credit estimate, upon which such confirmed or revised credit estimate shall be the S&P Rating of such Collateral Obligation; provided further that such confirmed or revised credit estimate shall expire on the next succeeding 12-month anniversary of the date of the acquisition of such Collateral Obligation and (when renewed annually in accordance with this Indenture) on each 12-month anniversary thereafter; or

(C) with respect to a Collateral Obligation that is not a Defaulted Obligation, the S&P Rating of such Collateral Obligation will at the election of the Issuer (at the direction of the Investment Manager) be “CCC-” provided (i) neither the issuer of such Collateral Obligation nor any of its Affiliates are subject to any bankruptcy or reorganization proceedings and (ii) the issuer has not defaulted on any payment obligation in respect of any debt security or other obligation of the issuer at any time within the two year period ending on such date of determination, all such debt securities and other obligations of the issuer that are pari passu with or senior to the

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Collateral Obligation are current and the Investment Manager reasonably expects them to remain current;

(iv)with respect to a Collateral Obligation whose rating input cannot be determined using any of the steps described in clauses (i) to (iii) above the S&P Rating of such Collateral Obligation will be ‘CC’; or

(v)with respect to a DIP Collateral Obligation that has no issue rating by S&P or a Current Pay Obligation that is rated “D” or “SD” by S&P, the S&P Rating of such DIP Collateral Obligation or Current Pay Obligation, as applicable, will be, at the election of the Issuer (at the direction of the Investment Manager), “CCC-”;

provided that, in each case, for purposes of the determination of the S&P Rating, (x) if the applicable rating assigned by S&P to an Obligor or its obligations is on “credit watch positive” by S&P, such rating will be treated as being one sub-category above such assigned rating and (y) if the applicable rating assigned by S&P to an Obligor or its obligations is on “credit watch negative” by S&P, such rating will be treated as being one sub-category below such assigned rating.

“S&P Rating Confirmation Failure”:  The meaning specified in Section 7.17(c).

“S&P Recovery Amount”: With respect to any Collateral Obligation or Loss Mitigation Qualified Obligation, an amount equal to the product of (i) the applicable S&P Recovery Rate and (ii) the Principal Balance of such Collateral Obligation or Loss Mitigation Qualified Obligation.

“S&P Recovery Rate”:  With respect to a Collateral Obligation, the recovery rate set forth in Section 1 of Schedule 2 using the initial rating of the Class A Debt (or, if the Class A Debt is no longer Outstanding, the most senior Class of Secured Debt outstanding at the time of determination).

“S&P Recovery Rating”:  With respect to a Collateral Obligation for which an S&P Recovery Rate is being determined, the “Recovery Rating” assigned by S&P to such Collateral Obligation.

“S&P Weighted Average Life”: The value calculated by determining the number of years between the current date and the maturity date of each Collateral Obligation (other than Defaulted Obligations), then multiplying each Collateral Obligation’s Principal Balance by its number of years, summing the results of all Collateral Obligations (other than Defaulted Obligations), and dividing this amount by the Aggregate Principal Balance of all Collateral Obligations (other than Defaulted Obligations).

“Sale”:  The meaning specified in Section 5.17.

“Sale Proceeds”:  All proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets in accordance with Article XII and the termination of any Hedge Agreement, in each case less any reasonable expenses incurred by the

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Investment Manager, the Collateral Administrator or the Trustee (other than amounts payable as Administrative Expenses) in connection with such sales and net of any amounts due and payable by the Issuer to the related Hedge Counterparty in connection with any such termination. Sale Proceeds will include Principal Financed Accrued Interest received in respect of such sale.

“Sanctions”: The meaning specified in Section 7.22.

“Scenario Default Rate”:  With respect to the Highest Ranking Class, as of any date of determination, the sum of:

(a)prior to the S&P CDO Monitor Election Date, the S&P CDO SDR; and

(b)on and after the S&P CDO Monitor Election Date, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable, consistent with S&P’s initial rating of the Class A Debt, determined by the Investment Manager and the Collateral Administrator (which determination shall be made solely by application of the S&P CDO Monitor at such time).

“Scheduled Distribution”:  With respect to any Asset, for each Due Date, the scheduled payment of principal and/or interest and/or fee due on such Due Date with respect to such Asset, determined in accordance with the assumptions specified in Section 1.3 hereof.

“SEC”:  The United States Securities and Exchange Commission.

“Second Lien Loan”:  Any assignment of or other interest in a Loan that (i) is not (and that by its terms is not permitted to become) subordinate in right of payment to any other obligation of the Obligor of the Loan other than a Senior Secured Loan with respect to the liquidation of such Obligor or the collateral for such Loan, (ii) is secured by a valid second priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under the Loan, the value of which is adequate (in the commercially reasonable judgment of the Investment Manager) to repay the Loan in accordance with its terms and to repay all other Loans of equal or higher seniority secured by a lien or security interest in the same collateral, which security interest or lien is not subordinate to the security interest or lien securing any other debt for borrowed money other than a Senior Secured Loan on such specified collateral and (iii) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (iii) shall not apply with respect to a Loan made to a parent entity that is secured solely or primarily by the stock of one or more of the subsidiaries of such parent entity to the extent that the granting by any such subsidiary of a lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such Loan or any other similar type of indebtedness owing to third parties).

“Secured Debt”:  The Class A-L Loans and the Secured Notes.

“Secured Debtholders”:  The Holders of the Secured Debt.

“Secured Notes”:  The Class A Notes, the Class A-L Notes, the Class B Notes and the Class C Notes.

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

“Securities Account Control Agreement”:  The Securities Account Control Agreement dated as of the Closing Date among the Issuer, the Trustee and The Bank of New York Mellon Trust Company, National Association, as securities intermediary.

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

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

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

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

“Senior Investment Management Fee”:  The meaning specified in the Investment Management Agreement.

“Senior Secured Bond”:  Any obligation issued by a corporation, limited liability company, partnership or trust that:  (a) constitutes borrowed money, (b) is in the form of, or represented by, a Bond, note, certificated debt security or other debt security (other than any of the foregoing that evidences a Loan, a Senior Secured Floating Rate Note or a Participation Interest), (c) is not secured solely by common stock or other equity interests, (d) if it is subordinated by its terms, is subordinated only to indebtedness for borrowed money, trade claims, capitalized leases or other similar obligations and (e) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the obligor’s obligations under such obligation.

“Senior Secured Floating Rate Note”:  Any obligation issued by a corporation, limited liability company, partnership or trust that:  (a) constitutes borrowed money, (b) is in the form of, or represented by, a Bond, note, certificated debt security or other debt security (other than any of the foregoing that evidences a Loan or a Participation Interest in a Loan), (c) is expressly stated to bear interest based upon a SOFR rate, a London interbank offered rate for Dollar deposits in Europe or a relevant reference bank’s published base rate or prime rate for Dollar-denominated obligations in the United States or the United Kingdom, (d) does not constitute, and is not secured by, Margin Stock, (e) if it is subordinated by its terms, is subordinated only to indebtedness for borrowed money, trade claims, capitalized leases or other similar obligations and (f) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the obligor’s obligations under such obligation.

“Senior Secured Loan”:  Any origination or assignment of or Participation Interest in a loan that:  (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor of such loan (other than with respect to trade claims, capitalized leases or similar obligations); (b) is secured by a valid first priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under such loan; (c) the value of the collateral securing such loan at the time of origination or purchase together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to

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generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Investment Manager on behalf of the Issuer) to repay such loan in accordance with its terms and to repay all other debt of equal seniority secured by a first lien or security interest in the same collateral; and (d) is not secured solely or primarily by common stock or other equity interests; provided that, except for purposes of determining the S&P Recovery Rate, the limitation set forth in this clause (d) shall not apply with respect to a loan made to a parent entity that is secured solely or primarily by the stock of, or other equity interests in, one or more of its subsidiaries to the extent that either (1) in the Investment Manager’s judgment, the applicable Underlying Instruments in respect of such loan limit the activities of such parent entity or such subsidiary, as applicable, in such a manner so as to provide a reasonable expectation that (x) cash flows from such parent entity or from such subsidiary, as applicable, are sufficient to provide debt service on such loan and (y) assets of such parent entity or of such subsidiary, as applicable, would be available to repay principal of and interest on such loan in the event of the enforcement of such Underlying Instruments or (2) the granting by such subsidiary of a lien on its own property (whether to secure such loan or to secure any other similar type of indebtedness owing to third parties) would violate laws or regulations applicable to such subsidiary or could be expected to result in adverse tax consequences to such subsidiary or parent entity. Notwithstanding the foregoing, for purposes of determining the S&P Recovery Rate of a Collateral Obligation that is a Senior Secured Loan under the proviso to clause (d) of this definition, such Collateral Obligation shall be deemed to be an Unsecured Loan. For the avoidance of doubt, Revolving Collateral Obligations shall not be considered a Senior Secured Loan.

“Series”: Any Debt having the same issuance or incurrence date.

“SIFMA Website”: The internet website of the Securities Industry and Financial Markets Association, currently located at https://www.sifma.org/resources/general/holiday-schedule, or such successor website as identified by the Investment Manager to the Trustee and Calculation Agent.

“Significant Event Report”: A report required under Article 7(1)(g) of the EU Securitisation Regulation.

“Similar Law”:  Any federal, state, local, non-U.S. or other law or regulation that could cause the underlying assets of the Issuer to be treated as assets of the investor in any Debt (or any interest therein) by virtue of its interest and thereby subject the Issuer or the Investment Manager (or other persons responsible for the investment and operation of the Issuer’s assets) to Other Plan Law.

“SOFR”:  With respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website (or a successor location).

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

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

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

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“Specified Amendment”:  With respect to any Collateral Obligation, any amendment, waiver or modification which would:

(a)modify the amortization schedule with respect to such Collateral Obligation in a manner that (i) reduces the dollar amount of any Scheduled Distribution by more than the greater of (x) 25% and (y) U.S.$250,000 (ii) postpones any Scheduled Distribution by more than two payment periods or (iii) causes the Weighted Average Life of the applicable Collateral Obligation to increase by more than 25%;

(b)reduce or increase the cash interest rate payable by the Obligor thereunder by more than 100 basis points (excluding any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Obligation or as a result of an increase in the interest rate index for any reason other than such amendment, waiver or modification);

(c)extend the stated maturity date of such Collateral Obligation by more than 24 months or beyond the Stated Maturity;

(d)contractually or structurally subordinate such Collateral Obligation by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of liens (other than permitted liens) on any of the underlying collateral securing such Collateral Obligation;

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

(f)reduce the principal amount of the applicable Collateral Obligation.

“Specified Equity Security”:  Securities or interests (excluding any Loss Mitigation Obligation) that is (a) purchased by the Issuer in connection with the workout, restructuring or a related scheme to mitigate losses with respect to a related Defaulted Obligation or a related Credit Risk Obligation, as applicable, which security or interest, in the Investment Manager’s judgment exercised in accordance with the Investment Management Agreement, is necessary to collect an increased recovery value of the related Defaulted Obligation or the related Credit Risk Obligation, as applicable or (b) offered, or resulting from the exercise of a warrant, option, right of conversion, pre-emptive right, rights offering, credit bid or similar right in connection with the workout or restructuring of a Defaulted Obligation or a Credit Risk Obligation or in connection with an Equity Security or interest received in connection with the workout or restructuring of such Defaulted Obligation or Credit Risk Obligation. The acquisition of Specified Equity Securities will not be required to satisfy the Eligibility Criteria.

“Specified Event”:  With respect to any Collateral Obligation that is the subject of a credit estimate by S&P, is a DIP Collateral Obligation or is a Deemed Rated Obligation, the occurrence of any of the following events:

(a)nonpayment of interest or principal;

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

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(c)any breach of a covenant by such Obligor;

(d)any act or omission that, in the determination of the Investment Manager using commercially reasonable efforts, absent a cure by such Obligor, will result in a breach of a covenant occurring the next six months;

(e)any restructuring of debt (including proposed debt) of such Obligor;

(f)the occurrence of significant transactions (including any sale or acquisition of assets);

(g)the reduction or increase in the Cash interest rate payable by the Obligor thereunder (excluding any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Obligation);

(h)the extension of the stated maturity date of such Collateral Obligation; or

(i)the addition of payment-in-kind terms of such Collateral Obligation.

“STAMP”:  The meaning specified in Section 2.5(a).

“Standard of Care”:  The meaning specified in the Investment Management Agreement.

“Standby Directed Investment”:  Initially, Dreyfus Treasury Obligations Cash Management- Institutional Shares, CUSIP: 261908107 (which investment is, for the avoidance of doubt, an Eligible Investment); provided that the Issuer, or the Investment Manager on behalf of the Issuer, may by written notice to the Trustee change the Standby Directed Investment to any other Eligible Investment of the type described in clause (ii) of the definition of “Eligible Investments” maturing not later than the earlier of (i) 30 days after the date of such investment (unless putable at par to the issuer thereof) or (ii) the Business Day immediately preceding the next Payment Date (or such shorter maturities expressly provided herein).

“Stated Maturity”:  With respect to the Debt of any Class, the date specified as such in Section 2.3.

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

“Step-Up Obligation”:  An obligation which by the terms of the related Underlying Instruments provides for an increase in the per annum interest rate on such obligation, or in the spread over the applicable index or benchmark rate, solely as a function of the passage of time (and does not provide for any subsequent decrease); provided that an obligation providing for

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payment of a constant rate of interest at all times after the date of acquisition by the Issuer shall not constitute a Step-Up Obligation.

“Structured Finance Obligation”:  Any debt obligation owing by a finance vehicle that is secured directly and primarily by, primarily referenced to, and/or primarily representing ownership of, a pool of receivables or a pool of other financial assets, including collateralized debt obligations, residential mortgage-backed securities, commercial mortgage-backed securities, other asset backed securities, “future flow” receivable transactions and other similar obligations; provided that any ABL Facility and loans directly to financial service companies, factoring businesses and other genuine operating businesses do not constitute Structured Finance Obligations; provided further than any debt obligation that has a rating designation of “(sf)” by the Rating Agency shall constitute a Structured Finance Obligation.

“Subject Asset”: The meaning specified in the definition of Drop Down Asset.

“Subordinated Investment Management Fee”:  The meaning set forth in the Investment Management Agreement.

“Subordinated Loan”:  A loan obligation (other than a First Lien Last-Out Loan or a Second Lien Loan) of any corporation, partnership, trust or other business entity which is (whether by its terms or otherwise) subordinate in right of payment to any other debt for borrowed money incurred by the Obligor under such loan.

“Subordinated Notes”: The Subordinated Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Subordinated Notes Internal Rate of Return”: An annualized internal rate of return (computed using the “XIRR” function in Microsoft® Excel or an equivalent function in another software package), stated on a per annum basis, for the following cash flows, assuming all Subordinated Notes were purchased on the Closing Date at a purchase price as separately agreed between the Holders of the Subordinated Notes on the Closing Date and the Investment Manager:

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

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

(iii)in connection with the prepayment and/or redemption of the Notes.

“Substitute Collateral Obligation”:  The meaning specified in Section 12.5(b).

“Substitute Collateral Obligations Qualification Conditions”:  The meaning specified in Section 12.5(c).

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“Substitution Event”:  The meaning specified in Section 12.5(a).

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

“Supermajority”: With respect to the Debt or any Class thereof, the Holders of at least two-thirds of the Aggregate Outstanding Amount of the Debt or such Class, as the case may be.

“Superpriority New Money Debt”: The meaning specified in the definition of Uptier Priming Transaction.

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

“Target Initial Par Amount”:  $300,000,000.

“Target Initial Par Condition”: A condition satisfied as of any date of determination if the Aggregate Principal Balance of Collateral Obligations that are held by the Issuer and that the Issuer has committed to purchase on such date, together with the amount of any Sale Proceeds and proceeds of prepayments, maturities or redemptions of Collateral Obligations purchased by the Issuer prior to such date (other than any such proceeds that have been reinvested in Collateral Obligations on or prior to such date), will equal or exceed the Target Initial Par Amount; provided that for purposes of this definition, any Defaulted Obligation shall be treated as having a Principal Balance equal to its Principal Collateralization Amount.

“Target Par Condition”:  A condition satisfied as of any date of determination and after giving effect to the designation of the Designated Unused Proceeds and/or to the designation of Designated Principal Proceeds, as the case may be, on such date, if the sum of (i) the Aggregate Principal Balance of the Collateral Obligations that the Issuer has purchased, or entered into binding commitments to purchase, including Collateral Obligations acquired by the Issuer on or prior to the Closing Date, plus (ii) Eligible Investments constituting Principal Proceeds (other than Principal Proceeds in the Ramp-Up Account or the Collection Account that have been or will be either (x) reinvested or committed to be reinvested in Collateral Obligations by the Issuer or (y)  designated as Interest Proceeds on or prior to the second Determination Date), plus (iii) (without duplication of Collateral Obligations in respect of which the Issuer has entered into a binding commitment to purchase but which have not yet settled) the principal amount of Sale Proceeds on deposit in the Collection Account, plus (iv) any unpaid Principal Financed Accrued Interest (other than in respect of Defaulted Obligations), will equal or exceed the Target Initial Par Amount.

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

“Tax Account Reporting Rules”: FATCA, and any other laws, intergovernmental agreements, administrative guidance or official interpretations, adopted or entered into on, before or after the date of this Indenture, by one or more governments providing for the collection of

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financial account information and the automatic exchange of such information between or among governments for purposes of improving tax compliance, including but not limited to any laws, intergovernmental agreements or other guidance adopted pursuant to the global standard for automatic exchange of financial account information issued by the Organisation for Economic Co-operation and Development.

“Tax Account Reporting Rules Compliance”:  Compliance with Tax Account Reporting Rules, including as necessary to avoid (a) fines, penalties, or other sanctions imposed on the Issuer, or any of its directors, or (b) the withholding or imposition of tax from or in respect of payments to or for the benefit of the Issuer.

“Tax Account Reporting Rules Compliance Costs”: The costs to the Issuer of achieving Tax Account Reporting Rules Compliance.

“Tax Advice”: Written advice of Paul Hastings LLP or Milbank LLP or a written opinion of other tax counsel of nationally recognized standing in the United States experienced in transactions of the type being addressed that (i) is based on knowledge by the person giving the advice of all relevant facts and circumstances of the Issuer and the contemplated action (which are described in the advice or in a written description referred to in the advice which may be provided by the Issuer or the Investment Manager) and (ii) is intended by the person rendering the advice to be relied upon by the Issuer or the Investment Manager in determining whether to take a given action.

“Tax Event”:  An event that occurs if (i) any Obligor under any Collateral Obligation is required to deduct or withhold from any payment under such Collateral Obligation to the Issuer for or on account of any Tax for whatever reason and such Obligor is not required to pay to the Issuer such additional amount as is necessary to ensure that the net amount actually received by the Issuer (free and clear of Taxes, whether assessed against such Obligor or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding occurred, (ii) any jurisdiction imposes net income, profits or similar Tax on the Issuer (including any Tax liability imposed pursuant to Section 1446 of the Code), (iii) a Hedge Counterparty is or will be required to deduct or withhold from any payment under a Hedge Agreement for or on account of any Tax for whatever reason and such Hedge Counterparty is not required to pay to the Issuer such additional amount as is necessary to ensure that the net amount actually received by the Issuer (after payment of all Taxes, whether assessed against such Hedge Counterparty or the Issuer) will equal the full amount that the Issuer would have received had no such Taxes been imposed or (iv) the Issuer is or will be required to deduct or withhold from any payment to another Person for or on account of any Tax for whatever reason and the Issuer is required to pay to such Person such additional amount as is necessary to ensure that the net amount actually received by such Person (after payment of all Taxes, whether assessed against such Person or the Issuer) will equal the full amount that the Person would have received had no such Taxes been imposed, and the aggregate amount of (a) such a Tax or Taxes imposed on the Issuer or withheld from payments to the Issuer and with respect to which the Issuer receives less than the full amount that the Issuer would have received had no such deduction occurred, and (b) of “gross up payments” required to be made by the Issuer is in excess of U.S.$1,000,000 (x) during the Collection Period in which such event occurs or (y) during any 12-month period.

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

“Temporary Regulation S Global Note”:  Any Note sold outside the United States to non-”U.S. persons” (as defined in Regulation S) who are Qualified Purchasers in reliance on Regulation S and issued in the form of a temporary global security as specified in Section 2.2 in definitive, fully registered form without interest coupons.

“Term SOFR”:  For any Interest Accrual Period, the Term SOFR Reference Rate for the Index Maturity, as such rate is published by the Term SOFR Administrator at the Reference Time on the related Interest Determination Date; provided that if, on any Interest Determination Date, the Term SOFR Reference Rate for the Index Maturity has not been published by the Term SOFR Administrator and a Fallback Rate has not been implemented, then Term SOFR will be (x) the Term SOFR Reference Rate for the Index Maturity as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for the Index Maturity was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than five U.S. Government Securities Business Days prior to such Interest Determination Date or (y) if the Term SOFR Reference Rate for the Index Maturity cannot be determined in accordance with clause (x) of this proviso, Term SOFR for the applicable Interest Determination Date shall be Term SOFR as determined on the previous Interest Determination Date).

“Term SOFR Administrator”: CME Group Benchmark Administration Limited, or a successor administrator of the Term SOFR Reference Rate selected by the Investment Manager with written notice to the Trustee and the Collateral Administrator.

“Term SOFR Reference Rate”: The forward-looking term rate based on SOFR.

“Total Capitalization”:  An amount equal to, without duplication (i) the Aggregate Principal Balance of all Collateral Obligations (other than Defaulted Obligations), plus (ii) the aggregate amount of Principal Proceeds on deposit in the Collection Account, the Revolver Funding Account and the Ramp-Up Account (in each case, including Eligible Investments therein), plus (iii) the S&P Recovery Amounts for all Defaulted Obligations. For the avoidance of doubt, the Principal Balance of any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation shall not include any undrawn commitments with respect to such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation for purposes of determining the Total Capitalization.

“Trading Plan”:  The meaning specified in Section 12.2(c).

“Trading Plan Period”:  The meaning specified in Section 12.2(c).

“Transaction Documents”:  This Indenture, the Securities Account Control Agreement, the Investment Management Agreement, the Class A-L Loan Agreement, the Placement Agreement, the Collateral Administration Agreement, the Master Participation Agreement and the Risk Retention Letter.

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

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“Transfer”: The meaning specified in Section 2.12(h)(i).

“Transfer Agent”:  The Person or Persons, which may be the Issuer, authorized by the Issuer to exchange or register the transfer of the Debt of each Class.

“Transfer Deposit Amount”:  On any date of determination with respect to any Collateral Obligation, an amount equal to the sum of the outstanding principal balance of such Collateral Obligation, together with accrued interest thereon through such date of determination, and in connection with any Collateral Obligation which is a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation, an amount equal to the Net Aggregate Exposure Amount thereof as of the applicable Cut-Off Date.

“Transferor”:  WhiteHorse Finance Credit I, LLC, a Delaware limited liability company.

“Transparency Reports”: The Investor Reports, the Loan Reports and the Significant Event Reports.

“Treasury Regulations”:  The United States Treasury regulations promulgated under the Code.

“Trust Officer”:  When used with respect to the Trustee and the Bank (in all of its capacities), any officer within the Corporate Trust Office (or any successor group of the Trustee) including any vice president, assistant vice president or officer of the Trustee and the Bank (in all of its capacities) customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Corporate Trust Office because of such person’s knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of this transaction. When used with respect to the Collateral Administrator, any officer within the Corporate Trust ‎Office of such entity (or successor group thereof) including any vice president, assistant vice ‎president or officer of the Collateral Administrator customarily performing functions similar to ‎those performed by the Persons who at the time shall be such officers, respectively, or to whom ‎any corporate trust matter is referred at the Corporate Trust Office because of such Person’s ‎knowledge of and familiarity with the particular subject and, in each case, having direct ‎responsibility for the administration of the Collateral Administration Agreement‎.

“Trustee”:  The meaning specified in the first sentence of this Indenture, and any successor thereto.

“Trustee’s Website”:  The meaning specified in Section 10.8(g).

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

“UK Institutional Investor”: An “institutional investor” as defined in regulation 3(1) of the UK SR 2024.

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“UK Transparency Requirements”: The transparency requirements under UK SECN 6 and UK SECN 11 (including its Annexes) and UK SECN 12 (including its Annexes), as applicable, in each case, as may be amended, varied or substituted from time to time.

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

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

“Unfunded Amount”:  At any time, the sum of (i) the aggregate Exposure Amount at such time plus (ii) the aggregate Unsettled Amount at such time.

“United States Person”: A “United States person” as defined in Section 7701(a)(30) of the Code or an entity that is treated as a disregarded entity that is wholly owned by such a Person for U.S. federal income tax purposes.

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

“Unrestricted Subsidiary”: With respect to any Obligor as of any date of determination, any “unrestricted subsidiary” (or similar term under the relevant Underlying Instruments) of such Obligor.

“Unsaleable Asset”:  (a)(i) A Defaulted Obligation, (ii) an Equity Security or (iii) an obligation received in connection with an Offer or a Permitted Offer, in a restructuring or plan of reorganization with respect to the Obligor, in each case, in respect of which the Issuer has not received a payment in cash during the preceding 12 months or (b) any Collateral Obligation identified in an officer’s certificate of the Investment Manager as having a current Market Value (and such Market Value shall not be determined pursuant to clause (d) or clause (e) of the definition thereof) of less than U.S.$1,000, in the case of each of (a) and (b) with respect to which the Investment Manager certifies to the Trustee that (x) it has made commercially reasonable efforts to dispose of such obligation for at least 90 days and (y) in its commercially reasonable judgment such obligation is not expected to be saleable in the foreseeable future.

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

“Unsettled Amount”:  As of any date, all amounts due in respect of any Collateral Obligations that the Issuer has entered into a binding commitment to originate or purchase but has not yet settled.

“Uptier Priming Debt”: Any Superpriority New Money Debt and any Rolled Senior Uptier Debt acquired by the Issuer resulting from, or received in connection with an Uptier Priming Transaction. For the avoidance of doubt, (i) the acquisition of any Uptier Priming Debt shall be subject to the terms of this Indenture, including the requirement that any such asset shall

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be required to qualify as a Collateral Obligation, Loss Mitigation Obligation or a Loss Mitigation Qualified Obligation, as applicable, (ii) to the extent that any such Uptier Priming Debt constitutes a Collateral Obligation, Loss Mitigation Obligation or a Loss Mitigation Qualified Obligation, such Uptier Priming Debt shall be subject to each of the requirements set forth in this Indenture with respect to such Collateral Obligation, Loss Mitigation Obligation or a Loss Mitigation Qualified Obligation, as applicable and (iii) if any such Superpriority New Money Debt does not satisfy the Additional Uptier Priming Debt Conditions, then such Superpriority New Money Debt shall not be treated as a Collateral Obligation for so long as such Superpriority New Money Debt fails to satisfy the Additional Uptier Priming Debt Conditions.

“Uptier Priming Transaction”: Any transaction effected with respect to a Drop Down Asset or a Collateral Obligation held by the Issuer in which (x) new debt is issued by an Obligor or an affiliate of an Obligor of such Collateral Obligation which will be senior in priority (either with respect to contractual payment, lien or structure) to all existing debt of such Obligor (including the Collateral Obligation held by the Issuer) (“Superpriority New Money Debt”) and (y) some or all of the secured lenders of the Superpriority New Money Debt have the opportunity to exchange their existing secured debt for newly issued debt (without any requirement to pay additional amounts, other than reasonable and customary expenses, e.g., transfer costs) that is either (i) senior in priority (either with respect to contractual payment, lien or structure) to all other outstanding debt of such Obligor (including the Collateral Obligation held by the Issuer) other than Superpriority New Money Debt or (ii) otherwise offered to lenders that participate in such Superpriority New Money Debt on a pro rata basis that is greater than that which is offered to non-participating lenders (if at all) (“Rolled Senior Uptier Debt”).

“U.S. Government Securities Business Day”: Any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities as indicated on the SIFMA Website.

“U.S. person”:  The meaning specified in Regulation S.

“U.S. Retention Holder”:  WhiteHorse Finance, Inc., and thereafter any successor, assignee or transferee thereof permitted under the U.S. Risk Retention Rules.

“U.S. Risk Retention Rules”:  The federal interagency credit risk retention rules, codified at 17 C.F.R. Part 246.

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

“Weighted Average Fixed Rate Coupon”:  As of any date, the number, expressed as a percentage, determined by summing the products obtained by multiplying:

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“Weighted Average Fixed Rate Coupon Adjustment”:  As of any date of determination, a fraction (expressed as a percentage), the numerator of which is equal to the product of (i) the excess, if any, of the Weighted Average Spread for such date over the Weighted Average Spread selected by the Investment Manager at such time in connection with the S&P CDO Monitor Test, and (ii) the Aggregate Principal Balance of all Collateral Obligations that are not Fixed Rate Obligations as of such date, and the denominator of which is the Aggregate Principal Balance of all Fixed Rate Obligations as of such date (in each case, excluding the unfunded portion of any Delayed Drawdown Collateral Obligations or Revolving Collateral Obligations that are Fixed Rate Obligations).  In computing the Weighted Average Fixed Rate Coupon Adjustment on any date, the Weighted Average Spread for such date shall be computed as if the Weighted Average Floating Spread Adjustment was equal to zero.

“Weighted Average Floating Spread”: As of any measurement date, the number obtained by dividing:

(a) the amount equal to (i) the Aggregate Funded Spread plus (ii) the Aggregate Unfunded Spread; by

(b) an amount equal to the aggregate outstanding principal balance of all Floating Rate Obligations as of such Measurement Date;

provided that if the foregoing amount is less than Weighted Average Floating Spread selected by the Investment Manager in connection with the S&P CDO Monitor Test for purposes of the Minimum Weighted Average Floating Spread Test, then all or a portion of the Weighted Average Floating Spread Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.

“Weighted Average Floating Spread Adjustment”: As of any measurement date, a fraction (expressed as a percentage), the numerator of which is equal to the product of (i) the excess, if any, of the Weighted Average Fixed Rate Coupon for such date over 6.50% and (ii) the Aggregate Principal Balance of all Fixed Rate Obligations as of such date, and the denominator of which is the Aggregate Principal Balance of all Collateral Obligations that are not Fixed Rate Obligations as of such date (in each case, excluding the unfunded portion of any Delayed Drawdown Collateral Obligations or Revolving Collateral Obligations). In computing the Weighted Average Floating Spread Adjustment on any date, the Weighted Average Fixed Rate Coupon for such date shall be computed as if the Weighted Average Fixed Rate Coupon Adjustment was equal to zero.

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“Weighted Average Life”:  As of any date of determination with respect to all Collateral Obligations other than Defaulted Obligations, the number of years following such date obtained by summing the products obtained by multiplying:

(a)(i) the Average Life at such time of each such Collateral Obligation by (ii) the outstanding Principal Balance of such Collateral Obligation;

and dividing such sum by:

(b)the Aggregate Principal Balance at such time of each such Collateral Obligation.

“Weighted Average S&P Recovery Rate”:  With respect to the Highest Ranking Class, as of any date of determination, the number, expressed as a percentage, determined by summing the products obtained by multiplying the outstanding Principal Balance of each Collateral Obligation by its corresponding recovery rate as determined in accordance with Section 1 of Schedule 2, dividing such sum by the Aggregate Principal Balance of all Collateral Obligations, and rounding to the nearest tenth of a percent.

“Weighted Average Spread”:  As of any date of determination, the number, expressed as percentage, determined by summing the number obtained by adding:

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provided that if the foregoing amount is less than Weighted Average Spread selected by the Investment Manager in connection with the S&P CDO Monitor Test, then all or a portion of the Weighted Average Floating Spread Adjustment, if any, as of such date, to the extent not exceeding such shortfall, shall be added to such result.

“Zero Coupon Obligation”:  Any debt security that by its terms (a) does not bear interest for all or part of the remaining period that it is outstanding, (b) provides for periodic payments of interest in Cash less frequently than semi-annually or (c) pays interest only at its stated maturity.

Section 1.2Usage of Terms. With respect to all terms in this Indenture, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Indenture; references to Persons include their permitted successors and assigns; and the term “including” means “including

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without limitation.” All references in this Indenture to designated “Articles,” “Sections,” “subsections” and other subdivisions are to the designated articles, sections, sub-sections and other subdivisions of this Indenture. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section, subsection or other subdivision.

Section 1.3Assumptions as to Assets. In connection with all calculations required to be made pursuant to this Indenture with respect to Scheduled Distributions on any Asset, or any payments on any other assets included in the Assets, with respect to the sale of and reinvestment in Collateral Obligations, and with respect to the income that can be earned on Scheduled Distributions on such Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.3 shall be applied. The provisions of this Section 1.3 shall be applicable to any determination or calculation that is covered by this Section 1.3, whether or not reference is specifically made to Section 1.3, unless some other method of calculation or determination is expressly specified in the particular provision.

(a)For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of (i) any component of the Concentration Limitations (other than as set forth in clause (ii) below), Defaulted Obligations will be treated as having a principal balance equal to the Principal Collateralization Amount of such Defaulted Obligations and (ii) clause (b) of the proviso to clause (ii) of the Concentration Limitations, each Collateral Obligation will be treated as having a Principal Balance equal to its par amount as of the date the related Permitted Non-Loan Asset is purchased. Except where expressly referenced herein for inclusion in such calculations, Defaulted Obligations will not be included in the calculation of the Collateral Quality Test.

(b)If withholding tax is imposed on Collateral Obligations, the Collateral Quality Test and the Coverage Tests shall be calculated thereafter net of the full amount of such withholding tax unless the Obligor is required to make “gross-up” payments to the Issuer that cover the full amount of any such withholding tax on an after-tax basis pursuant to the underlying instruments with respect thereto.

(c)For purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations will not include scheduled interest and principal payments on Defaulted Obligations unless or until such payments are actually made.

(d)For purposes of calculating compliance with each of the Concentration Limitations all calculations will be rounded to the nearest 0.1%. All other calculations, unless otherwise set forth herein or the context otherwise requires, shall be rounded to the nearest ten-thousandth if expressed as a percentage, and to the nearest one-hundredth if expressed otherwise.

(e)For each Collection Period and as of any date of determination, the Scheduled Distribution on any Asset (excluding Defaulted Obligations, which, except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero, except to the extent any payments have actually been received) shall be the sum of (i) the total amount of payments and collections anticipated to be received during such Collection Period in respect of such Asset (including the proceeds of the sale of such Asset received and, in the case of sales which have not

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yet settled, to be received during the Collection Period and not reinvested in additional Collateral Obligations or Eligible Investments or retained in the Collection Account for subsequent reinvestment pursuant to Section 12.2) that, if paid as scheduled, will be available in the Collection Account at the end of the Collection Period and (ii) any such amounts received by the Issuer in prior Collection Periods that were not disbursed on a previous Payment Date.

(f)Each Scheduled Distribution receivable with respect to an Asset shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Debt or other amounts payable pursuant to this Indenture or the Class A-L Loan Agreement. For purposes of the applicable determinations required by Section 10.8(b)(iv), Article XII and the definition of “Interest Coverage Ratio,” the expected interest on each Class of the Secured Debt and Floating Rate Obligations will be calculated using the then current interest rates applicable thereto.

(g)All calculations with respect to Scheduled Distributions on the Assets securing the Secured Debt shall be made on the basis of information as to the terms of each such Asset and upon reports of payments, if any, received on such Asset that are furnished by or on behalf of the issuer of such Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.

(h)References in Section 11.1(a) to calculations made on a “pro forma basis” shall mean such calculations after giving effect to all payments, in accordance with the Priority of Payments described herein, that precede (in priority of payment) or include the clause in which such calculation is made.

(i)Notwithstanding any other provision of this Indenture to the contrary, all monetary calculations under this Indenture shall be in Dollars.

(j)Any reference in this Indenture to an amount of the Trustee’s, the Loan Agent’s or the Collateral Administrator’s fees calculated with respect to a period at a per annum rate shall be computed on the basis of a 360-day year of twelve 30-day months prorated for the related Interest Accrual Period and shall be based on the Aggregate Principal Balance of the Assets (including Defaulted Obligations) as of the first day of the related Collection Period.

(k)To the extent there is, in the reasonable determination of an Authorized Officer of the Collateral Administrator or the Trustee, any ambiguity in the interpretation of any definition or term contained in this Indenture or to the extent the Collateral Administrator and/or the Trustee reasonably determine that more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator and/or the Trustee shall request direction from the Investment Manager as to the interpretation and/or methodology to be used, and the Collateral Administrator shall follow such direction, and together with the Trustee, shall be entitled to conclusively rely thereon without any responsibility or liability therefor.

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(l)For purposes of calculating the Weighted Average Floating Spread, the Weighted Average Spread or Weighted Average Fixed Rate Coupon, (i) a Collateral Obligation that is a Step-Down Obligation will be treated as having the lowest per annum interest rate or spread over the applicable index or benchmark rate over the remaining maturity of such Collateral Obligation and (ii) a Collateral Obligation that is a Step-Up Obligation will be treated as having the then current per annum interest rate or spread over the applicable index or benchmark rate.

(m)For purposes of calculating compliance with any tests under this Indenture, the date the Issuer commits to acquire or dispose of the asset (and not the settlement date) with respect to any acquisition or disposition of a Collateral Obligation or Eligible Investment shall be used to determine whether and when such acquisition or disposition has occurred; provided, that (i) in connection with any acquisition of a Collateral Obligation issued in order to finance the redemption of a Collateral Obligation included in the Assets, all calculations related to such acquisition and upon the election of the Investment Manager (with written notice (including via email) to the Collateral Administrator and the Trustee), the related sale will be made on the basis of the settlement date and (ii) in connection with any acquisition, exchange, amendment or disposition of a Collateral Obligation when a Trading Plan Period is in effect (as identified by the Collateral Administrator and Trustee), such calculation shall give a “pro forma” effect to such Trading Plan.

(n)For purposes of determining the Coverage Tests, the Collateral Quality Test and the Concentration Limitations (and related computations of stated interest coupons and Aggregate Funded Spread), capitalized or deferred interest (and any other interest that is not paid in cash) will be excluded.

(o)All calculations related to Maturity Amendments, the Eligibility Criteria and Discount Obligations that would otherwise be calculated cumulatively shall be reset at zero on the date of any Optional Redemption of all Classes of the Secured Debt pursuant to a Refinancing. For purposes of S&P’s confirmation of its Initial Ratings of the Secured Debt then Outstanding in connection with the Effective Date, any amounts remaining in the Ramp-Up Account that the Investment Manager does not irrevocably designate as Principal Proceeds will be treated as Interest Proceeds.

(p)For all purposes of this Indenture (other than as expressly set forth herein), (i) a Senior Secured Floating Rate Note shall be deemed to be a Senior Secured Loan for purposes of the Concentration Limitations if such Senior Secured Floating Rate Note, if it were a loan, would meet the definition of Senior Secured Loan, (ii) a Senior Secured Floating Rate Note shall be deemed to not be a Senior Secured Loan if such Senior Secured Floating Rate Note, if it were a loan, would not meet the definition of Senior Secured Loan, and (iii) a Senior Secured Bond shall be deemed to not be a Senior Secured Loan.

(q)For purposes of determining the Minimum Issuance Size of any Drop Down Asset, the total potential indebtedness of the Obligor thereof shall be deemed to include the total potential indebtedness of the Obligor of the related Subject Asset.

(r)With respect to the calculation of the Overcollateralization Ratio Tests prior to the purchase of an Uptier Priming Debt, a Loss Mitigation Obligation or a Loss Mitigation

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Qualified Obligation, the calculation thereof shall account for any potential reduction in the Principal Collateralization Amount for non-participation in the workout or restructuring of the related Collateral Obligation, including, for the avoidance of doubt, with respect to the inability to participate in any Rolled Senior Uptier Debt (in each case, as determined in the commercially reasonable judgment of the Investment Manager).

(s)For purposes of determining the Retention Basis Amount and whether a Retention Deficiency has occurred, the Principal Balance of any Asset shall be its Principal Balance in each case without any adjustments for acquisition price or the application of haircuts or other adjustments.

ARTICLE II

The Debt

Section 2.1Forms Generally. The Notes and the Trustee’s or Authenticating Agent’s certificate of authentication thereon (the “Certificate of Authentication”) shall be in substantially the forms required by this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Issuer executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

Section 2.2Forms of Notes.

(a)Forms. The forms of the Notes, including the forms of Certificated Secured Notes, Certificated Subordinated Notes, Regulation S Global Secured Notes, Temporary Regulation S Global Secured Notes and Rule 144A Global Secured Notes, shall be as set forth in the applicable part of Exhibit A hereto.

(b)Secured Notes and Subordinated Notes.

(i)The ERISA Unrestricted Secured Notes of each Class sold to persons who are not U.S. persons in offshore transactions in reliance on Regulation S who are Qualified Purchasers shall each be issued initially in the form of one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, and shall be deposited on behalf of the subscribers for such Regulation S Global Secured Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter; provided that ERISA Restricted Secured Notes and Subordinated Notes can only be held by United States Persons. On or after Distribution Compliance Period, interests in Temporary Regulation S Global Secured Notes will be exchangeable for interests in a permanent Regulation S Global Secured Note, in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A-1 hereto (each, a “Permanent Regulation S Global Note”) of the same class

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upon certification that the beneficial interests in such Temporary Regulation S Global Secured Notes are owned by Qualified Purchasers that are not “U.S. persons”.  A beneficial interest in a Temporary Regulation S Global Secured Note will not be transferable to a Person that takes delivery in the form of an interest in a Rule 144A Global Secured Note or a U.S. person that takes delivery of a Certificated Note during the Distribution Compliance Period.  Upon the exchange of Temporary Regulation S Global Secured Notes for Permanent Regulation S Global Secured Notes, such Regulation S Global Secured Note will be deposited on behalf of the subscribers for such Notes with the Trustee as custodian for DTC and registered in the name of a nominee of DTC for the respective accounts of Euroclear and Clearstream.

(ii)The  ERISA Unrestricted Secured Notes of each Class sold to persons that are QIB/QPs shall each be issued initially in the form of one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto (each, a “Rule 144A Global Secured Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided unless such person notifies the Trustee and the Issuer in writing that it elects to receive a Certificated Secured Notes and complies with all transfer requirements related to such acquisition. Any other Secured Notes of any Class (including all ERISA Restricted Secured Notes) that are sold to persons that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Notes, are Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and Qualified Purchasers (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser), shall be issued in the form of definitive, fully registered notes without coupons substantially in the applicable form attached as Exhibit A-2 hereto (a “Certificated Secured Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. Each Subordinated Note sold to persons that are QIB/QPs or Institutional Accredited Investors (or, if so elected by such persons, Qualified Institutional Buyers) and either Qualified Purchasers or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser shall be issued in the form of definitive, fully registered notes without coupons substantially in the form attached as Exhibit A-3 hereto (each, a “Certificated Subordinated Note” and, together with the Certificated Secured Notes, the “Certificated Notes”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent upon Issuer Order as hereinafter provided. No other Subordinated Notes shall be issued.

(iii)The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

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(iv)Sales and transfers of ERISA Restricted Secured Notes and Subordinated Notes shall be limited to purchasers and transferees acquiring such ERISA Restricted Secured Notes or Subordinated Notes in the form of Certificated Notes. For the avoidance of doubt, the ERISA Restricted Secured Notes and the Subordinated Notes are not permitted to be held as Global Notes.

(c)Book Entry Provisions. This Section 2.2(c) shall apply only to Global Notes deposited with or on behalf of DTC.

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

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

Section 2.3Authorized Amount; Stated Maturity; Denominations; Conversion of Class A-L Loans.

(a)Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of the Notes that may be authenticated and delivered under this Indenture and the Class A-L Loans that may be incurred under the Class A-L Loan Agreement is limited to U.S.$298,150,000 (excluding (i) Deferred Interest with respect to the Deferred Interest Notes, (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6 or Section 8.5 of this Indenture or (iii) additional Debt issued or incurred in accordance with Section 2.13 of this Indenture and the Class A-L Loan Agreement).

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Such Debt shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows:

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(3)  The Aggregate Outstanding Amount of the Class A-L Notes may be increased and the Aggregate Outstanding Amount of the Class A-L Loans reduced by the corresponding amount upon a conversion of the Class A-L Loans in accordance with Section 2.3(b) hereof and the Class A-L Loan Agreement.

The Secured Debt shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Subordinated Notes shall be issued in minimum denominations of U.S.$1,000,000 and integral multiples of U.S.$1.00 in excess thereof. Notes shall only be transferred or resold in compliance with the terms of this Indenture.

(b)Conversion of Class A-L Loans.

(i)Upon delivery from a Converting Lender to the Trustee, the Loan Agent, the Rating Agency and the Issuer of a notice substantially in the form attached to the Class A-L Loan Agreement, a Converting Lender may elect a Business Day (such Business Day, a “Conversion Date”) upon which all or a portion of the Aggregate Outstanding Amount

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of the Class A-L Loans held by such Converting Lender shall be converted into Class A-L Notes of an equal aggregate principal amount in accordance with this Indenture; provided that (i) each such conversion be in a minimum amount of $250,000 and (ii) the Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or such later date as may be reasonably agreed to by the Converting Lenders, the Loan Agent and the Trustee) and may not be between a Record Date and the related Payment Date or Redemption Date, as applicable.

(ii)The Class A-L Lenders will agree to provide reasonable assistance to the Trustee and the Loan Agent in connection with such conversion, including, but not limited to, providing applicable instructions to DTC, the Trustee, the Loan Agent, the Notes Registrar and the Loan Registrar.

(iii)Upon receipt by the Notes Registrar and the Loan Registrar on or prior to the Conversion Date of (A) a certificate substantially in the form attached to the Class A-L Loan Agreement executed by a Class A-L Lender, (B) in the case of a conversion to Class A-L Notes in the form of interests in a Global Secured Note, instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Rule 144A Global Secured Note and/or Regulation S Global Secured Note in an Aggregate Outstanding Amount equal to the Aggregate Outstanding Amount of the Class A-L Loans being converted and (C) in the case of a conversion to Class A-L Notes in the form of interests in a Global Secured Note, a written order given in accordance with DTC’s procedures containing information regarding each applicable participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Loan Agent shall cause the Class A-L Loans to be cancelled pursuant to the Class A-L Loan Agreement and record the conversion in the Loan Register in accordance with the Class A-L Loan Agreement and the Issuer shall issue and the Trustee shall authenticate and deliver a Class A-L Note and/or the Trustee shall approve the instructions at DTC, concurrently with such cancellation, to authorize DTC to credit to the DTC participant account of each applicable Person specified in such instructions a beneficial interest in the Class A-L Notes, in each case, equal to the Aggregate Outstanding Amount of the Class A-L Loans converted.

(iv)Upon satisfaction of the requirements specified above, the Class A-L Loans will cease to be Outstanding and will be deemed to have been repaid in full for all purposes under this Indenture and the Class A-L Loan Agreement. On each Conversion Date, (A) the Aggregate Outstanding Amount of the Class A-L Notes will be increased by the current outstanding principal amount of the Class A-L Loans so converted and (B) if such Conversion Date is on a Payment Date, such conversion shall be deemed to occur immediately after giving effect to the Priority of Payments on such Conversion Date. Interest accrued on the Class A-L Loans since the prior Payment Date (or the Closing Date or the issue or incurrence date of such additional Secured Debt, if no Payment Date has occurred since such date) will, as of the Conversion Date, be deemed to have been Outstanding on the corresponding Class A-L Notes since such prior Payment Date (or the Closing Date or the issue or incurrence date of such additional Secured Debt, if no Payment Date has occurred since such date) and will thereafter accrue at the Interest Rate applicable

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to the Class A-L Notes. For the avoidance of doubt, neither Class A-L Notes nor any other Notes may be converted into Class A-L Loans.

(v)If the Conversion Date is on a day other than a Payment Date, interest accrued on the Class A-L Loan so converted since the prior Payment Date will, as of the Conversion Date, be deemed instead to have accrued on the Class A-L Notes for such time period and accrued interest on the applicable Class A-L Loan will no longer be due and owing hereunder. If the Conversion Date is on a Payment Date, interest accrued on the Class A-L Loan since the prior Payment Date will be paid to the Class A-L Lenders of the applicable Class A-L Loan on the related Conversion Date. Following the Conversion Date, the Class A-L Notes will accrue interest at the Interest Rate applicable to the Class A-L Notes, as set forth in this Indenture.

(vi)Notwithstanding anything herein to the contrary, each Class A-L Lender may elect, in its sole discretion, to exercise the Conversion Option concurrently with an assignment of all or a portion of its Class A-L Loans (an “Assignment/Conversion”) such that the effective date of the assignment occurs on the related Conversion Date and the assignee receives Class A-L Notes in lieu of the portion of the Class A-L Loans being assigned.  Any assignment made in connection with an Assignment/Conversion shall meet the requirements for an assignment set forth in the Class A-L Loan Agreement.  Any Class A-L Lender electing to make an Assignment/Conversion shall deliver to the Trustee, the Loan Agent and the Issuer at least five Business Days prior to the Conversion Date, (w) an executed assignment agreement, (x) a completed notice substantially in the form set forth in the Class A-L Loan Agreement, (y) the required assignment fee and (z) any other information reasonably required by the Trustee or the Loan Agent, including information required under applicable “know your customer” regulations.

Section 2.4Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one of its Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or electronic.

Notes bearing the manual or electronic signatures of individuals who were at any time the Authorized Officers of the Issuer, shall bind the Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order which Issuer Order shall, in connection with a transfer of a Note hereunder, be deemed to have been provided upon the delivery of an executed Note to the Trustee, shall authenticate, or cause the Authenticating Agent to authenticate, and deliver such Notes as provided in this Indenture and not otherwise.

Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order which Issuer Order shall, in connection with a transfer of a Note hereunder, be deemed to have been provided upon the delivery of an executed Note to the Trustee on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated and delivered

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after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication.

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

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

Section 2.5Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be Registered and shall cause to be kept a register (the “Notes Register”) at the Corporate Trust Office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee is hereby initially appointed registrar (the “Notes Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Notes Register maintained in the United States as herein provided. Upon any resignation or removal of the Notes Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Notes Registrar. Ownership of the Class A-L Loans shall be determined by reference to the Loan Registrar.

If a Person other than the Trustee is appointed by the Issuer as Notes Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Notes Registrar and of the location, and any change in the location, of the Notes Register, and the Trustee shall have the right to inspect the Notes Register at all reasonable times and to obtain copies thereof and the Trustee shall have the right to rely upon a certificate executed on behalf of the Notes Registrar by an Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and numbers of such Notes. Upon written request at any time the Notes Registrar shall provide to the Issuer, the Investment Manager, the Placement Agent, or any Holder a current list of Holders (and their holdings) as reflected in the Notes Register. In addition and upon written request at any time, the Notes Registrar shall provide to the Issuer, the Investment Manager, the Placement Agent, or any Holder any information the Notes Registrar actually possesses regarding the nature and identity of any beneficial owner of any Note (and its holdings) and each Holder is deemed to agree by acceptance of its Note that the Notes Registrar shall not have any liability with respect to the release of such information to such Persons as requested.

Subject to this Section 2.5, upon surrender for registration of transfer of any Notes at the office or agency of the Issuer to be maintained as provided in Section 7.2, the Issuer shall execute, and the Trustee shall authenticate, or cause the Authenticating Agent to authenticate, and

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deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination and of a like aggregate principal or face amount.

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

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

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Notes Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Notes Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Notes Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

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

(b)No Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act, is exempt from the registration requirements under applicable state securities laws and will not cause the Issuer to become subject to the requirement that it register as an investment company under the Investment Company Act.

(c)[Reserved.]

(d)No sale or transfer of the ERISA Restricted Secured Notes or the Subordinated Notes (or any interest therein) will be effective, and no such sale or transfer will be recognized, if it may result in 25% or more of the total value of any Class of the ERISA Restricted Secured Notes or Subordinated Notes being held by Benefit Plan Investors. For purposes of this determination, the value of Notes held by the Trustee, the Investment Manager and certain of their affiliates (other than those interests held by a Benefit Plan Investor) or a Person (other than a Benefit Plan Investor) who is a Controlling Person is disregarded. The Trustee shall be entitled to rely exclusively upon the information set forth on the face of the transfer certificates received pursuant to the terms of this Section 2.5 and only Notes that a Trust Officer of the Trustee has

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actual knowledge (solely in reliance upon such information) to be so held shall be disregarded. If any purchaser or transferee of Notes (or any interest therein) is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. If any purchaser or transferee of Notes (or any interest therein) is a governmental, church, non-U.S. or other plan, (i) in the case of ERISA Restricted Secured Notes or Subordinated Notes, it is not, and for so long as it holds such Notes or any interest therein it will not be, subject to any Similar Law and (ii) its acquisition, holding and disposition of such Notes (or any interest therein) will not constitute or result in a violation of any Other Plan Law.

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

(f)Transfers of Global Secured Notes shall only be made in accordance with Section 2.2(b) and this Section 2.5(f).

(i)Rule 144A Global Secured Note to Regulation S Global Secured Note. If a holder of a beneficial interest in a Rule 144A Global Secured Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Secured Note for an interest in the corresponding Regulation S Global Secured Note, or to transfer its interest in such Rule 144A Global Secured Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Secured Note, such holder that is not a U.S. person and is acquiring such interest in an offshore transaction) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Secured Note. Upon receipt by the Notes Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Notes Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Secured Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Secured Note to be exchanged or transferred, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit B-1 attached hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Secured Notes, including that the holder or the transferee, as applicable, who is a Qualified Purchaser and is not a U.S. person and is acquiring such interest in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a written certification in the form

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of Exhibit B-7 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Purchaser and a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S, then the Notes Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Secured Note and to increase the principal amount of the Regulation S Global Secured Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Secured Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Secured Note equal to the reduction in the principal amount of the Rule 144A Global Secured Note. For the avoidance of doubt, the ERISA Restricted Secured Notes are not permitted to be held as Global Secured Notes.

(ii)Regulation S Global Secured Note to Rule 144A Global Secured Note. If a holder of a beneficial interest in a Regulation S Global Secured Note deposited with DTC wishes at any time to exchange its interest in such Regulation S Global Secured Note for an interest in the corresponding Rule 144A Global Secured Note or to transfer its interest in such Regulation S Global Secured Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Secured Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Secured Note. Upon receipt by the Notes Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Notes Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Secured Note in an amount equal to the beneficial interest in such Regulation S Global Secured Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B-3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Secured Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Secured Note is a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) and a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser), then the Notes Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Secured Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Secured Note to be transferred or exchanged and the Notes Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to

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the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Secured Note equal to the reduction in the principal amount of the Regulation S Global Secured Note. For the avoidance of doubt, the ERISA Restricted Secured Notes are not permitted to be held as Global Secured Notes.

(iii)Global Secured Note to Certificated Secured Note. Subject to Section 2.10(a), if a holder of a beneficial interest in a Global Secured Note deposited with DTC wishes at any time to transfer its interest in such Global Secured Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Secured Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, transfer, or cause the transfer of, such interest for a Certificated Secured Note. Upon receipt by the Notes Registrar of (A) a certificate substantially in the form of Exhibit B-2 attached hereto executed by the transferee and (B) appropriate instructions from DTC, if required, the Notes Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Global Secured Note by the aggregate principal amount of the beneficial interest in the Global Secured Note to be transferred, record the transfer in the Notes Register in accordance with Section 2.5(a) and upon execution by the Issuer and authentication and delivery by the Trustee, one or more corresponding Certificated Secured Notes, registered in the names specified in the instructions described in clause (B) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Global Secured Note transferred by the transferor), and in authorized denominations.

(g)Transfers of Certificated Secured Notes shall only be made in accordance with Section 2.2(b), this Section 2.5(g) and Section 2.12. In the case of the Subordinated Notes, each Holder agrees any sale, transfer, assignment, participation, pledge, or other disposition of such Note (or any interest therein) will be void ab initio and of no force or effect unless the person to which it transfers such Notes executes a certificate substantially in the form of Exhibit B-2 or Exhibit B-4, as applicable, hereto.

(i)Transfer of Certificated Secured Notes to Global Secured Notes. If a Holder of a Certificated Secured Note (other than ERISA Restricted Secured Notes) wishes at any time to transfer such Certificated Secured Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a corresponding Global Secured Note, such Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Secured Note for a beneficial interest in a corresponding Global Secured Note. Upon receipt by the Notes Registrar of (A) a Holder’s Certificated Secured Notes properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B-1 or B-3 attached hereto executed by the transferor and certificates substantially in the forms of Exhibit B-6 or B-7 (as applicable) attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Secured Notes in an amount equal to the Certificated Secured Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information

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regarding the participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Notes Registrar shall cancel such Certificated Secured Note in accordance with Section 2.9, record the transfer in the Notes Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Global Secured Note equal to the principal amount of the Certificated Secured Note transferred or exchanged. Transfers of ERISA Restricted Secured Notes shall be limited to transferees acquiring such ERISA Restricted Secured Notes in the form of Certificated Notes.

(ii)Transfer of Certificated Secured Notes to Certificated Secured Notes. Upon receipt by the Notes Registrar of (A) a Holder’s Certificated Secured Note properly endorsed for assignment to the transferee, and (B) a certificate substantially in the form of Exhibit B-2 attached hereto executed by the transferee, the Notes Registrar shall cancel such Certificated Secured Note in accordance with Section 2.9, record the transfer in the Notes Register in accordance with Section 2.5(a) and upon execution by the Issuer and authentication and delivery by the Trustee, deliver one or more Certificated Secured Notes bearing the same designation as the Certificated Secured Note endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Secured Note surrendered by the transferor), and in authorized denominations.

(h)Transfers and exchanges of Subordinated Notes shall only be made in accordance with Section 2.5(c), this Section 2.5(h) and Section 2.12.

(i)Certificated Subordinated Note to Certificated Subordinated Note. Upon receipt by the Notes Registrar of (A) a Holder’s Certificated Subordinated Note properly endorsed for assignment to the transferee, and (B) certificates in the form of Exhibits B-4 and B-5 attached hereto given by the transferee of such Certificated Subordinated Note, the Notes Registrar shall cancel such Certificated Subordinated Note in accordance with Section 2.9, record the transfer in the Notes Register in accordance with Section 2.5(a) and upon execution by the Issuer and authentication and delivery by the Trustee, deliver one or more Certificated Subordinated Notes bearing the same designation as the Certificated Subordinated Note endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Subordinated Note surrendered by the transferor), and in authorized denominations.

(i)The ERISA Restricted Secured Notes and the Subordinated Notes may only be sold or transferred to Persons that are both (i)(A) Qualified Institutional Buyers or (B) Institutional Accredited Investors and (ii) Qualified Purchasers; provided that for the avoidance of doubt, the ERISA Restricted Secured Notes and the Subordinated Notes may not be offered or sold pursuant to Regulation S and may only by purchased by or transferred to United States Persons; provided further that transfers of ERISA Restricted Secured Notes and Subordinated Notes shall

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be limited to transferees acquiring such ERISA Restricted Secured Notes or Subordinated Notes in the form of Certificated Notes.

(j)If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in the applicable part of Exhibit A hereto, and if a request is made to remove such applicable legend on such Notes, the Notes so issued shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Trustee and the Issuer such satisfactory evidence, which may include an Opinion of Counsel acceptable to them, as may be reasonably required by the Issuer (and which shall by its terms permit reliance by the Trustee), to the effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act, the Investment Company Act, ERISA or the Code. Upon provision of such satisfactory evidence, the Trustee or its Authenticating Agent, at the written direction of the Issuer shall, after due execution by the Issuer, authenticate and deliver Notes that do not bear such applicable legend.

(k)Each Person who becomes a beneficial owner of Notes represented by an interest in a Global Note will be deemed to have represented and agreed as follows:

(i)In connection with the purchase of such Notes:  (A) none of the Issuer, the Investment Manager, the EU/UK Retention Holder, the U.S. Retention Holder, the Placement Agent, the Trustee, the Loan Agent, the Calculation Agent, the Paying Agent, the Collateral Administrator (each a “Transaction Party”), or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser for such beneficial owner; (B) such beneficial owner is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Transaction Parties, or any of their respective Affiliates other than any statements in the final Offering Circular for such Notes, and such beneficial owner has read and understands such final Offering Circular; (C) such beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to this Indenture) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the Transaction Parties, or any of their respective Affiliates; (D) such beneficial owner is either (1) (in the case of a beneficial owner of an interest in a Rule 144A Global Secured Note) both (a) a Qualified Institutional Buyer that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan and (b) a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) or (2) (in the case of a beneficial owner of an interest in a Regulation S Global Secured Note and solely in the case of ERISA Unrestricted Secured Notes) is a Qualified Purchaser and not a “U.S. person” as defined in Regulation S and is acquiring the Notes in an offshore

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transaction (as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S; (E) such beneficial owner is acquiring its interest in such Notes for its own account; (F) such beneficial owner was not formed for the purpose of investing in such Notes; (G) such beneficial owner understands that the Issuer may receive a list of participants holding interests in the Notes from one or more book-entry depositories; (H) such beneficial owner will hold and transfer at least the minimum denomination of such Notes; (I) such beneficial owner is a sophisticated investor and is purchasing the Notes with a full understanding of all of the terms, conditions and risks thereof, and is capable of and willing to assume those risks; (J) such beneficial owner will provide notice of the relevant transfer restrictions to subsequent transferees and (K) if it is not a United States Person, it is not acquiring any Note as part of a plan to reduce, avoid or evade U.S. federal income tax within the meaning of Treasury Regulations Section 1.881-3; provided that any purchaser or transferee of Notes, which purchaser or transferee is any of (I) the Investment Manager, (II) an Affiliate of the Investment Manager or (III) a fund or account managed by the Investment Manager (or any of its Affiliates) as to which the Investment Manager (or such Affiliate) has discretionary voting authority, in each case shall not be required or deemed to make the representations set forth in clauses (A), (B) and (C) above with respect to the Investment Manager.

(ii)(1) If such Person is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, (2) if such Person is a governmental, church, non-U.S. or other plan which is subject to any Other Plan Law, its acquisition, holding and disposition of such Notes (or any interest therein) will not constitute or result in a violation of any such Other Plan Law and (3) no such Person is holding or will hold ERISA Restricted Secured Notes or Subordinated Notes.

(iii)[Reserved.]

(iv)If such beneficial owner is, or is acting on behalf of, a Benefit Plan Investor, it represents, warrants and agrees that (i) none of the Transaction Parties or any of their respective affiliates, has provided and none will provide any investment recommendation or investment advice within the meaning of Section 3(21) of ERISA to the Benefit Plan Investor, or to any fiduciary or other person investing the assets of the Benefit Plan Investor (“Plan Fiduciary”), in connection with its decision to invest in, hold or dispose of such Notes, and they are not otherwise undertaking to act as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Benefit Plan Investor or the Plan Fiduciary in connection with the Benefit Plan Investor’s acquisition of such Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the transaction.

(v)Such beneficial owner understands that such Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, such Notes have not been and will not be registered under the Securities Act, and, if in the future such beneficial owner decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of this Indenture and the legend on such

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Notes. Such beneficial owner acknowledges that no representation has been made as to the availability of any exemption under the Securities Act or any state securities laws for resale of such Notes. Such beneficial owner understands that the Issuer has not been registered under the Investment Company Act, and that the Issuer is exempt from registration as such by virtue of Section 3(c)(7) of the Investment Company Act.

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

(vii)Such beneficial owner will provide notice to each person to whom it proposes to transfer any interest in the Notes of the transfer restrictions and representations set forth in this Section 2.5, including the Exhibits referenced herein.

(viii)Such beneficial owner agrees to be subject to the Bankruptcy Subordination Agreement.

(ix)Such beneficial owner agrees that it will not, prior to the date which is one year (or if longer, any applicable preference period) and one day after the payment in full of all Debt, institute against, or join any other Person in instituting against the Issuer any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws. Such beneficial owner of ERISA Restricted Secured Notes and/or Subordinated Notes understands that sales or transfers of ERISA Restricted Secured Notes and Subordinated Notes shall be limited to purchasers or transferees acquiring such ERISA Restricted Secured Notes or Subordinated Notes in the form of Certificated Notes and no sale or transfer of an interest in any ERISA Restricted Secured Notes or Subordinated Notes will be permitted or recognized if it would cause the 25% Limitation to be exceeded with respect to any Class of ERISA Restricted Secured Notes or the Subordinated Notes.

(x)Such beneficial owner agrees to be bound by the applicable covenants set forth in Section 2.12.

(xi)Such beneficial owner shall be deemed to have consented, and to have provided any necessary consents, to the acquisition of Collateral Obligations prior to the Closing Date.

(l)Each Person who becomes an owner of a Certificated Secured Note will be required to make the representations and agreements set forth in Exhibit B-2 and, in the case of the ERISA Restricted Secured Notes, Exhibit B-5. Each Person who becomes an owner of a Subordinated Note will be required to make the representations and agreements set forth in Exhibit B-4 and Exhibit B-5.

(m)Any purported transfer of a Note not in accordance with this Section 2.5 and Section 2.12 shall be null and void ab initio and shall not be given effect for any purpose whatsoever.

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(n)To the extent required by the Issuer, the Issuer may, upon written notice to the Trustee, impose additional transfer restrictions on the Notes to comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and other similar laws or regulations, including, without limitation, requiring each transferee of a Note to make representations to the Issuer in connection with such compliance.

(o)The Notes Registrar, the Trustee and the Issuer shall be entitled to conclusively rely on the information set forth on the face of any transferor and transferee certificate delivered pursuant to this Section 2.5 and shall be able to presume conclusively the continuing accuracy thereof, in each case without further inquiry or investigation. Notwithstanding anything in this Indenture to the contrary, the Trustee shall not be required to obtain any certificate specifically required by the terms of this Section 2.5 if the Trustee is not notified of any transfer requiring such certificate to be presented by the proposed transferor or transferee.

(p)For the avoidance of doubt, notwithstanding anything in this Indenture to the contrary, the Placement Agent may hold a position in a Global Note prior to the distribution of the applicable Notes represented by such position.

(q)If any purchaser or transferee of Notes is, or is acting on behalf of, a Benefit Plan Investor, it acknowledges and agrees that (i) none of the Transaction Parties or any of their respective affiliates, has provided and none will provide any investment recommendation or investment advice within the meaning of Section 3(21) of ERISA to the Benefit Plan Investor, or to any fiduciary or other person investing the assets of the Benefit Plan Investor (“Plan Fiduciary”), in connection with its decision to invest in, hold or dispose of such Notes, and they are not otherwise undertaking to act as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Benefit Plan Investor or the Plan Fiduciary in connection with the Benefit Plan Investor’s acquisition of such Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the transaction.

Section 2.6Mutilated, Defaced, Destroyed, Lost or Stolen Note. (a) If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the Issuer, the Trustee and the relevant Transfer Agent evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to the Issuer, the Trustee and such Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Trustee or such Transfer Agent that such Note has been acquired by a protected purchaser, the Issuer shall execute and, upon Issuer Order, the Trustee shall authenticate, or cause the Authenticating Agent to authenticate, and deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its authentication, bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note and bearing a number not contemporaneously outstanding.

If, after delivery of such new Note, a protected purchaser of the predecessor Note presents for payment, transfer or exchange such predecessor Note, the Issuer, the Transfer Agent and the Trustee shall be entitled to recover such new Note from the Person to whom it was

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delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee and the Transfer Agent in connection therewith. In case any such mutilated, defaced, destroyed, lost or stolen Note has become due and payable, the Issuer in its discretion may, instead of issuing a new Note pay such Note without requiring surrender thereof except that any mutilated or defaced Note shall be surrendered.

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

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

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

Section 2.7Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved. (a) The Secured Debt of each Class shall accrue interest during each Interest Accrual Period at the applicable Interest Rate and such interest shall be payable in arrears on each Payment Date on the Aggregate Outstanding Amount thereof on the first day of the related Interest Accrual Period (in each case after giving effect to payments of principal thereof on such date). Payment of interest on each Class of the Secured Debt (other than Class A Debt) (and payments of available Interest Proceeds to the Holders of the Subordinated Notes) shall be subordinated to the payment of interest on each related Priority Class as provided in Section 11.1. So long as any Priority Class is Outstanding with respect to the Deferred Interest Notes, any payment of interest due on the Deferred Interest Notes, which is not available to be paid (“Deferred Interest”) in accordance with the Priority of Payments on any Payment Date shall not be considered “due and payable” for the purposes of Section 5.1(a) (and the failure to pay such interest shall not be an Event of Default). Deferred Interest on the Deferred Interest Notes shall not be added to the principal amount of the related Class and interest shall accrue at the Interest Rate for such Class on the amount of any unpaid Deferred Interest on such Class until paid as provided herein.  Deferred Interest on the Deferred Interest Notes shall be payable on the first Payment Date on which funds are available to be used for such purpose in accordance with the Priority of Payments, but in any event no later than the earlier of the Payment Date (i) which is the Redemption Date with respect to such Class of Notes and (ii) which is the Stated Maturity of such Class of Notes. To the extent that funds are not available on any Payment Date (other than the Redemption Date with respect to, or Stated Maturity of, such Class of Notes) to pay previously accrued Deferred Interest, such previously accrued Deferred Interest shall not be due and payable on such Payment Date and any failure to pay such previously accrued Deferred Interest on such Payment Date shall not be an Event of Default. Interest shall cease to accrue on each Class of the Secured Debt, or in the case of a partial redemption, on such part redeemed, from the date of such

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redemption. To the extent lawful and enforceable, interest on any interest on the Controlling Class that is not paid when due shall accrue at the Interest Rate for such Class until paid as provided herein.

(b)The principal of the Secured Debt of each Class matures at par and is due and payable on the date of the Stated Maturity for such Class, unless such principal has been previously redeemed or unless the unpaid principal of such Secured Debt becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise. Notwithstanding the foregoing, the payment of principal of each Class of the Secured Debt (and payments of Principal Proceeds to the Holders of the Subordinated Notes) may only occur in accordance with the Priority of Payments. Payments of principal on any Class of the Secured Debt, and distributions of Principal Proceeds to Holders of Subordinated Notes, which are not paid, in accordance with the Priority of Payments, on any Payment Date (other than the Payment Date which is the Stated Maturity of such Class of Debt or any Redemption Date), because of insufficient funds therefor shall not be considered “due and payable” for purposes of Section 5.1(a) until the Payment Date on which such principal may be paid in accordance with the Priority of Payments or all Priority Classes with respect to such Class have been paid in full.

(c)Principal payments on the Debt shall be made in accordance with the Priority of Payments and Article IX.

(d)The Paying Agent shall require the previous delivery of properly completed and signed applicable tax certifications (generally, in the case of U.S. federal income tax, an IRS Form W-9 (or applicable successor form) in the case of a United States Person or, in the case of the ERISA Unrestricted Secured Notes, an applicable IRS Form W-8 (or applicable successor form) (together with all appropriate attachments) in the case of a Person that is not a United States Person) or other certification acceptable to it to enable the Issuer, the Trustee and any Paying Agent, as applicable, to determine their duties and liabilities with respect to any Taxes that they may be required to pay, deduct or withhold from payments in respect of such Debt or the Holder or beneficial owner of such Debt under any present or future law or regulation of the United States, any other jurisdiction or any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. The Issuer shall not be obligated to pay any additional amounts to the Holders or beneficial owners of the Debt as a result of deduction or withholding for or on account of any present or future Taxes with respect to the Debt. Nothing herein shall be construed to obligate the Paying Agent or the Trustee to determine the duties or liabilities of the Issuer or any other Person with respect to any tax certification or withholding requirements, or any tax certification or withholding requirements of any jurisdiction, political subdivision or taxing authority outside the United States.

(e)Payments in respect of interest on and principal of any Class of the Secured Debt and any payment with respect to any Subordinated Note shall be made by the Trustee in Dollars to DTC or its designee with respect to a Global Note and to the Holder or its nominee with respect to a Certificated Note, by wire transfer, as directed by the Holder, in immediately available funds to a Dollar account maintained by DTC or its nominee with respect to a Global Note, and to the Holder or its nominee with respect to a Certificated Note; provided that (1) in the case of a Certificated Note, the Holder thereof shall have provided written wiring instructions to the Trustee on or before the related Record Date and (2) if appropriate instructions for any such wire transfer

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are not received by the related Record Date, then such payment shall be made by check drawn on a U.S. bank mailed to the address of the Holder specified in the Notes Register. Upon final payment due on the Maturity of Notes, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Trustee or at the office of any Paying Agent on or prior to such Maturity; provided that if the Trustee and the Issuer shall have been furnished such security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter to surrender such certificate, then, in the absence of notice to the Issuer or the Trustee that the applicable Note has been acquired by a protected purchaser, such final payment shall be made without presentation or surrender. Neither the Issuer, the Trustee, the Placement Agent, the Investment Manager, nor any Paying Agent shall have any responsibility or liability for any aspects of the records maintained by DTC, Euroclear, Clearstream or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Global Note. In the case where any final payment of principal and interest is to be made on any Class of Secured Debt (other than on the Stated Maturity thereof) or any final payment is to be made on any Subordinated Note (other than on the Stated Maturity thereof), the Trustee, in the name and at the expense of the Issuer shall, prior to the date on which such payment is to be made, mail (by first class mail, postage prepaid) to the Persons entitled thereto at their addresses appearing on the Notes Register, a notice which shall specify the date on which such payment shall be made, the amount of such payment per U.S.$1,000 original principal amount of Secured Debt, the original principal amount of the Subordinated Notes and the place where such Notes may be presented and surrendered for such payment.

(f)Payments of principal to Holders of the Secured Debt of each Class shall be made in the proportion that the Aggregate Outstanding Amount of the Secured Debt of such Class registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding Amount of all the Secured Debt of such Class on such Record Date. Payments to the Holders of the Subordinated Notes from Interest Proceeds and Principal Proceeds shall be made in the proportion that the Aggregate Outstanding Amount of the Subordinated Notes registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding Amount of all Subordinated Notes on such Record Date. All payments on the Class A-L Loans will be made by the Trustee to the Loan Agent, and the Loan Agent will disburse such payments to the Class A-L Lenders in accordance with the Class A-L Loan Agreement.

(g)Interest accrued with respect to the Floating Rate Debt shall be calculated on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360. Interest accrued with respect to the Fixed Rate Debt shall be calculated on the basis of a 360-day year consisting of twelve 30-day months; provided that if redemption thereof occurs on a Business Day that would not otherwise be a Payment Date, interest accrued with respect to such Fixed Rate Debt shall be calculated on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360.

(h)All reductions in the principal amount of any Debt (or one or more predecessor Debt instruments, as applicable) effected by payments of installments of principal made on any Payment Date or Redemption Date shall be binding upon all future Holders of such Debt and of any Debt issued or incurred upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Debt instrument.

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

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

Section 2.8Persons Deemed Owners. The Issuer, the Trustee, and any agent of the Issuer or the Trustee shall treat as the owner of any Debt the Person in whose name such Debt is registered on the Notes Register or the Loan Register, as applicable, on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Debt and on any other date for all other purposes whatsoever (whether or not such Debt is overdue), and none of the Issuer, the Trustee, the Loan Agent or any agent of the Issuer or the Trustee or the Loan Agent shall be affected by notice to the contrary.

Section 2.9Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption, or deemed lost or stolen, shall be promptly canceled by the Trustee and may not be reissued or resold. No Notes may be surrendered (including any surrender in connection with any abandonment) except for payment as provided herein, or for registration of transfer, exchange or redemption in accordance with Article IX hereof (in the case of Special Redemption, Effective Date-Related Redemption or a Mandatory Redemption, only to the extent that such Special Redemption, Effective Date-Related Redemption or Mandatory Redemption results in payment in full of the applicable Class of Notes), or for replacement in connection with any Notes deemed lost or stolen. Any Notes surrendered for cancellation as permitted by this Section 2.9 shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.9, except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall be destroyed or held by the Trustee in accordance with its standard policy unless the Issuer shall direct by an Issuer Order received prior to destruction that they be returned to it.

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Section 2.10DTC Ceases to be Depository. (a) A Global Note deposited with DTC pursuant to Section 2.2 shall be transferred in the form of a corresponding Certificated Note to the beneficial owners thereof only if (A) such transfer complies with Section 2.5 of this Indenture or (B) any of (x) (i) DTC notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note or (ii) DTC ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Issuer within 90 days after such event or (y) an Event of Default has occurred and is continuing and such transfer is requested by any beneficial owner of an interest in such Global Note.

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

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

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

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

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

Section 2.11Non-Permitted Holders. (a) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Debt to a U.S. person that is not a QIB/QP (other than a U.S. person that is an Institutional Accredited Investor and is also a Qualified Purchaser or a corporation, partnership, limited liability company or other

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entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall be null and void and any such purported transfer of which the Issuer or the Trustee shall have notice may be disregarded by the Issuer and the Trustee for all purposes.

(b)If (x) any U.S. person that is not both (i) either a Qualified Institutional Buyer or an Institutional Accredited Investor and (ii) a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) shall become the Holder or beneficial owner of an interest in any Debt or (y) in the reasonable determination of the Issuer, any beneficial owner of the ERISA Restricted Secured Notes or the Subordinated Notes is not a United States Person (any such Person, a “Non-Permitted Holder”), the acquisition of Debt by such Holder or beneficial owner shall be null and void ab initio. The Issuer (or the Investment Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted Holder by the Issuer or the Trustee (or upon notice to the Issuer from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge) if it makes the discovery (who, in each case, agree to notify the Issuer of such discovery, if any)), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest in the Debt held by such Person to a Person that is not a Non-Permitted Holder within 30 days after the date of such notice. If such Non-Permitted Holder fails to so transfer such Debt, the Issuer or the Investment Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Debt or interest in such Debt to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The consent of any such Non-Permitted Holder to a conversion of the Class A-L Loans into Class A-L Notes, as set forth herein may be deemed to have been provided to any such conversion that is effective upon such sale upon the request of the applicable purchaser. The Issuer, or the Investment Manager acting on behalf of the Issuer, may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Debt and sell such Debt to the highest such bidder; provided that the Investment Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Investment Manager shall be entitled to bid in any such sale. However, the Issuer or the Investment Manager may select a purchaser by any other means determined by it in its sole discretion. The Holder of any Debt, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the Debt, agrees to cooperate with the Issuer, the Investment Manager and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and Taxes due in connection with such sale shall be remitted to the Non-Permitted Holder. The terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Investment Manager shall be liable to any Person having an interest in the Debt sold as a result of any such sale or the exercise of such discretion.

(c)Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of Debt (or any interest therein) to a Person who has made an ERISA-related representation required by Section 2.5 that is subsequently shown to be false or misleading shall be null and void and any such purported transfer of which the Issuer or the Trustee shall have notice may be disregarded by the Issuer and the Trustee for all purposes.

(d)If any Person shall become the Holder or beneficial owner of any Debt (or any interest therein) who has made or is deemed to have made a prohibited transaction, Benefit

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Plan Investor, Controlling Person, Similar Law or Other Plan Law representation required by Section 2.5 that is subsequently shown to be false or misleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation (any such Person, a “Non-Permitted ERISA Holder”), the Issuer (or the Investment Manager on behalf of the Issuer) shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer (or upon notice to the Issuer from the Trustee (if an Authorized Officer of the Trustee has actual knowledge) and agrees to notify the Issuer upon obtaining actual knowledge), send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer such Debt (or any interest therein) held by such Person to a Person that is not a Non-Permitted ERISA Holder within 10 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Debt (or its interest therein), the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Non-Permitted ERISA Holder’s Debt (or its interest therein) to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder on such terms as the Issuer may choose. The consent of any such Holder to a conversion of the Class A-L Loans into Class A-L Notes, as set forth herein may be deemed to have been provided to any such conversion that is effective upon such sale upon the request of the applicable purchaser. The Issuer may select the purchaser by soliciting one or more bids from one or more brokers or other market professionals that regularly deal in securities similar to the Notes and selling such Debt (or interest therein) to the highest such bidder. However, the Issuer may select the purchaser by any method it determines, in its sole discretion. The Holder and beneficial owner of any Debt (or any interest therein), the Non-Permitted ERISA Holder and each other Person in the chain of title from the Holder to the Non-Permitted ERISA Holder, by its acceptance of such Notes (or any interest therein), agrees to cooperate with the Issuer, the Investment Manager and the Trustee to effect such transfers. The proceeds of such sale, net of any commissions, expenses and Taxes due in connection with such sale shall be remitted to the Non-Permitted ERISA Holder. The terms and conditions of any sale under this subsection shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee or the Investment Manager shall be liable to any Person having an interest in the Debt sold as a result of any such sale or the exercise of such discretion.

Section 2.12Tax Treatment; Tax Certification. (a) Each Holder (including, for purposes of this Section 2.12, any beneficial owner of Notes), by acceptance of such Notes or an interest in such Notes, agrees or shall be deemed to have agreed to treat, and shall treat, (i) the Issuer as a partnership (other than a publicly traded partnership taxable as a corporation) or a disregarded entity, (ii) the Secured Debt, to the extent outstanding for U.S. federal income tax purposes, as debt and (iii) the Subordinated Notes as equity, in each case for U.S. federal and, to the extent permitted by law, state and local income and franchise tax purposes and shall take no action inconsistent with such treatment unless required by any relevant taxing authority.

(b) Each Holder will timely furnish the Issuer, the Trustee or any agent of the Issuer (including any Paying Agent) with any U.S. federal income tax forms or certifications (including an IRS Form W-9 or, with respect to ERISA Unrestricted Secured Notes, an applicable IRS Form W-8 (together with all appropriate attachments), as applicable, or any successors to such IRS forms) that the Issuer or its agents (including any Paying Agent) may reasonably request, and any documentation, agreements, information, or certifications that are reasonably requested by the Issuer or its agents (including any Paying Agent), to enable the Issuer or its agents to (A) make payments to it without, or at a reduced rate of, deduction or withholding, (B) qualify for an exemption from, or  a reduced rate of, withholding or deduction in any jurisdiction from or through

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which the Issuer or its agents receive payments, and (C) satisfy reporting and other obligations under the Code, Treasury Regulations, or any other applicable law or regulation (including the Tax Account Reporting Rules), and shall update or replace such documentation, agreements, information, or certifications as appropriate or in accordance with their terms or subsequent amendments, and acknowledges that the failure to provide, update or replace any such documentation, agreements, information, or certifications may result in the imposition of withholding or back-up withholding upon payments to such Holder.  Amounts withheld by the Issuer or its agents, that are in their sole judgment required to be withheld, pursuant to applicable tax laws will be treated as having been paid to the Holder by the Issuer.

(c)If a Holder of ERISA Unrestricted Secured Notes is not a United States Person, it represents that it (i) (1) is not a bank (or an entity affiliated with a bank) extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the meaning of Section 881(c)(3)(A) of the Code), (2) is not a “10 percent shareholder” with respect to the Issuer (or, if the Issuer is treated as a disregarded entity, the sole owner of the Issuer) within the meaning of Sections 871(h)(3) or 881(c)(3)(B) of the Code, and (3) is not a “controlled foreign corporation” that is related to the Issuer (or, if the Issuer is treated as a disregarded entity, the sole owner of the Issuer) within the meaning of Section 881(c)(3)(C) of the Code, (ii) has provided an IRS Form W-8BEN-E representing that it is eligible for benefits under an income tax treaty with the United States that eliminates U.S. federal withholding tax on U.S. source interest not attributable to a permanent establishment in the United States, or (iii) it has provided an IRS Form W-8ECI representing that all payments received or to be received by it on the Notes are effectively connected with the conduct of a trade or business within the United States for U.S. federal income tax purposes and includible in its gross income.

(d)Each Holder of Notes agrees to provide the Issuer and the Trustee with certifications necessary to establish that it is not subject to withholding tax under FATCA.

(e)Each Holder of an ERISA Unrestricted Secured Note will make, or by acquiring such Note (or any interest therein) will be deemed to make, a representation that if it is not a United States Person, it is not and will not become a member of an “expanded group” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) if the Issuer is treated as a “controlled partnership” (within the meaning of the Treasury Regulations issued under Section 385 of the Code) as a result of the ownership of Subordinated Notes by such domestic corporation directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities or grantor trusts).

(f)Each Holder of Subordinated Notes or ERISA Restricted Secured Notes represents and warrants that it is a United States Person acting for its own account and shall provide the Issuer or its agents with a properly completed and signed IRS Form W-9.  Each Holder of ERISA Restricted Secured Notes or Subordinated Notes acknowledges and agrees that no acquisition or transfer of the ERISA Restricted Secured Notes or Subordinated Notes (or any interest therein will be effective, and no such acquisition or transfer will be recognized, unless such acquiror or transferee is a United States Person and delivers (prior to the transfer) an IRS Form W-9 to the Issuer or its agent.  Each Holder of Subordinated Notes or ERISA Restricted

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Secured Notes acknowledges and agrees that any purported transfers made in violation of the foregoing requirements shall be void ab initio.

(g)Each Holder of Subordinated Notes or ERISA Restricted Secured Notes understands, represents, acknowledges and agrees that:

(i)it may not (A) acquire or directly or indirectly sell, encumber, assign, participate, pledge, hypothecate, rehypothecate, exchange, or otherwise dispose of, suffer the creation of a lien on, or transfer or convey in any manner (each, a “Transfer”) its Subordinated Notes or ERISA Restricted Secured Notes (or any interest therein or any derivative thereof within the meaning of Treasury Regulations Section 1.7704-1(a)(2)(i)) (1) if such Transfer would cause the Subordinated Notes, ERISA Restricted Secured Notes and any interests therein (including any derivative thereof within the meaning of Treasury Regulations Section 1.7704-1(a)(2)(i)) to be held by more than 95 “partners” in the Issuer within the meaning of Treasury Regulations Section 1.7704-1(h) or (2) on or through (x) a United States national, regional or local securities exchange, (y) a foreign securities exchange or (z) an over the counter or interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers ((x), (y) and (z), collectively, an “Exchange”) or (B) cause any of its Subordinated Notes or ERISA Restricted Secured Notes (or any interest therein or any derivative thereof within the meaning of Treasury Regulations Section 1.7704-1(a)(2)(i)) to be marketed on or through an Exchange;

(ii)it may not enter into any financial instrument payments on which are, or the value of which is, determined in whole or in part by reference to the ERISA Restricted Secured Notes or the Subordinated Notes, or the Issuer (including the amount of Issuer distributions on ERISA Restricted Secured Notes or Subordinated Notes, the value of the Issuer’s assets, or the result of the Issuer’s operations), or any contract that otherwise is described in Treasury Regulations Section 1.7704-1(a)(2)(i)(B);

(iii)if it is or becomes a Flowthrough Entity for U.S. federal income tax purposes, no principal purpose of the use of the Flowthrough Entity is to permit the Issuer to satisfy the 100 partner limitation in Treasury Regulations Section 1.7704-1(h)(1)(ii) and less than 40% of the value of any other Person’s interest in such Holder will be attributable to its ERISA Restricted Secured Notes and Subordinated Notes;

(iv)it will not Transfer all or any portion of such ERISA Restricted Secured Notes or Subordinated Notes unless the Person to which it transfers such ERISA Restricted Secured Notes or Subordinated Notes agrees to be bound by the restrictions and conditions set forth in clauses (i) through (v) of this Section 2.12(g) and represents, warrants and covenants as provided therein and herein; and

(v)any Transfer made in violation of clauses (i) through (iv) of this Section 2.12(g) or that would otherwise cause the Issuer to be treated as a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code shall be ineffective and void ab initio and shall not bind or be recognized by the Issuer or any other Person.

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Notwithstanding anything to the contrary in the foregoing clauses (i) through (v) of this Section 2.12(g), a Transfer shall be permitted if the Issuer receives Tax Advice to the effect that the Transfer will not cause the Issuer to be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes; provided however, if such Transfer would cause there to be more than 95 “partners” in the Issuer within the meaning of Treasury Regulations Section 1.7704-1(h), such Transfer will only be permitted if the Issuer provides such Holder with a written waiver of this 95 “partners” restriction.

(h)Each Holder of ERISA Restricted Secured Notes or Subordinated Notes agrees that (i) it will provide any transferee of such ERISA Restricted Secured Notes or Subordinated Notes a certification that it is a United States Person in accordance with Section 1446(f)(2) of the Code and any applicable Treasury Regulations thereunder such that the transferee will not be obligated to withhold under Section 1446(f)(1) of the Code, and (ii) it shall provide such forms, documentation, proof of payment or other certifications as reasonably required by the Issuer or the Trustee to determine that such transferee has complied with Section 1446(f) of the Code (ignoring for this purpose Section 1446(f)(4) of the Code), and any similar provision of state, local or non-U.S. law. Each Holder of ERISA Restricted Secured Notes or Subordinated Notes agrees that the Issuer or the Trustee may provide such information and any other information concerning its investment in such ERISA Restricted Secured Notes or Subordinated Notes to the IRS.

(i)Each Partner agrees to (i) provide tax information or certifications (including evidence of filing or payment of tax) as reasonably requested by the Partnership Representative in connection with a Covered Audit Adjustment, (ii) comply with the Partnership Representative’s reasonable request to file accurate and timely amended returns to reflect a Covered Audit Adjustment, and (iii) be liable for and economically bear (and indemnify and hold the Issuer and each other Partner harmless from), all Taxes and related interest, penalties and other liabilities including reasonable administrative costs resulting from or otherwise attributable to the Partner’s allocable share of the tax items affected by the Covered Audit Adjustment. Each Partner agrees that it will treat any Issuer item on its income tax returns consistently with the treatment of the item on the Issuer’s tax return and that it will not independently act with respect to tax audits or tax litigation affecting the Issuer, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld in the complete discretion of the Partnership Representative; provided that, if it disagrees with the treatment of an item by the Issuer, as reflected on the Schedule K-1, and, if applicable, Schedules K-2 and K-3, to IRS Form 1065, such Partner and the Partnership Representative shall consult in good faith regarding the treatment of such item. Each Partner agrees that this Indenture and the Issuer’s limited liability company agreement shall constitute part of the “partnership agreement” of the Issuer pursuant to Section 761(c) of the Code and Treasury Regulations Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c).

(j)Each Holder of Subordinated Notes agrees to provide the Partnership Representative of the Issuer, upon request of the Partnership Representative, information regarding its adjusted tax basis in the Subordinated Notes along with documentation substantiating such amount.

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(k)Each Holder of Secured Debt agrees or is deemed to have agreed that no Secured Debt may be transferred by a Person from which the Issuer is disregarded as separate for U.S. federal income tax purposes unless Tax Advice is delivered to the Trustee, in form and substance satisfactory to the Investment Manager, to the effect that any Secured Debt so transferred will be characterized as debt for U.S. federal income tax purposes immediately following such transfer.

(l)Each Holder of Subordinated Notes acknowledges and agrees that no Subordinated Notes (or any interests therein) may be transferred by a Person from which the Issuer is disregarded as separate for U.S. federal income tax purposes unless Tax Advice is delivered to the Trustee, in form and substance satisfactory to the Investment Manager, to the effect that any Secured Debt held by such Person immediately prior to such transfer of Subordinated Notes (or any interests therein) will be characterized as debt for U.S. federal income tax purposes immediately following such transfer.

Section 2.13Additional Issuance. (a) At any time during the Reinvestment Period (or, in the case of an issuance of Subordinated Notes and/or Junior Mezzanine Notes only, during or after the Reinvestment Period), the Issuer may issue and sell (or incur, as applicable) additional Debt of (x) any one or more existing Classes and/or (y) one or more new Classes that will be subordinate in right of payment of principal and interest to all existing Classes of Secured Debt (“Junior Mezzanine Notes”) and use the proceeds to purchase additional Collateral Obligations or as otherwise permitted under this Indenture (except that the proceeds of an additional issuance of Subordinated Notes and/or Junior Mezzanine Notes after the Reinvestment Period may not be used to purchase additional Collateral Obligations, provided that no Retention Deficiency would occur as a result thereof as determined by the Investment Manager in consultation with the Retention Holder), provided that the following conditions are met (as certified by the Issuer):

(i)the Investment Manager consents to such issuance or incurrence and, to the extent such issuance or incurrence is not effected, in the sole discretion of the Investment Manager, in order to permit the Investment Manager, the EU/UK Retention Holder or the U.S. Retention Holder (or the “sponsor” of the Issuer under the U.S. Risk Retention Rules) to comply with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements, as applicable, such issuance or incurrence is approved by a Majority of the Subordinated Notes, including to cure any applicable Retention Deficiency;

(ii)the terms of the Debt issued or incurred must be identical to the respective terms of previously issued or incurred Debt of the applicable Class (except that the interest due on additional Secured Debt shall accrue from the issue or incurrence date of such additional Secured Debt and the interest rate and price of such Debt do not have to be identical to those of the initial Debt of that Class; provided that the interest rate of any such additional Secured Debt will not be greater than (but may be less than) the interest rate on the applicable previously issued Class of Secured Debt);

(iii)unless only additional Subordinated Notes and/or Junior Mezzanine Notes are being issued, additional Notes of all Junior Classes and Pari Passu Classes (relative to the Priority Class being issued) must be issued or incurred and such issuance or incurrence of additional Debt must be proportional across all such Classes; provided that the principal

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amount of Subordinated Notes and/or Junior Mezzanine Notes issued in any such issuance may exceed the proportion otherwise applicable to the Subordinated Notes and/or Junior Mezzanine Notes, as applicable;

(iv)in the case of additional Debt of any one or more existing Classes (other than the Subordinated Notes and/or Junior Mezzanine Notes), the aggregate principal amount of Secured Debt of such Class issued in all issuances or incurrences of additional Debt may not exceed 100% of the respective original outstanding principal amount of the Debt of such Class;

(v)the proceeds of any additional Debt (net of fees and expenses incurred in connection with such issuance or incurrence, which fees and expenses shall be paid solely from the proceeds of such additional issuance or incurrence) shall be treated as Principal Proceeds and used to purchase additional Collateral Obligations, to invest in Eligible Investments or to apply pursuant to the Priority of Payments and/or, solely with respect to an issuance of only Subordinated Notes and/or Junior Mezzanine Notes as directed by the Investment Manager, Interest Proceeds or applied in accordance with any other Permitted Use;

(vi)Tax Advice shall be delivered to the Issuer (with a copy to the Trustee) to the effect that (A) such additional issuance or incurrence will not result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or becoming subject to U.S. federal income tax on a net basis (including any tax imposed under Section 1446 of the Code) and (B) any additional Secured Debt will have the same U.S. federal income tax characterization as debt (and at the same comfort level) as the Secured Debt of the same Class that is Outstanding at the time of such issuance or incurrence; provided that the Tax Advice described in clause (B) shall not be required with respect to any additional Secured Debt that bears a different CUSIP number (or equivalent identifier) from the Secured Debt of the same Class that is Outstanding at the time of the additional issuance or incurrence; provided further that any additional Secured Debt will be considered ERISA Restricted Secured Notes for all purposes of this Indenture unless the Issuer has received Tax Advice to the effect that such additional Secured Debt will be treated as debt for U.S. federal income tax purposes;

(vii)the ratings of such additional Debt is no lower than the Initial Ratings of such Classes;

(viii)unless (x) only additional Subordinated Notes and/or Junior Mezzanine Notes are being issued or (y) such additional Debt is being issued, in the sole discretion of the Investment Manager, in order for the Investment Manager, the EU/UK Retention Holder or the U.S. Retention Holder (or the “sponsor” of the Issuer under the U.S. Risk Retention Rules) to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements, as applicable, (A) immediately after giving effect to such additional issuance or incurrence, no Default or Event of Default shall have occurred and be continuing and (B) immediately prior to such additional issuance or incurrence, all Coverage Tests are satisfied and immediately after giving effect to such additional issuance, all Coverage Tests are maintained or improved;

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(ix)any additional Notes treated as ERISA Restricted Secured Notes and any additional Subordinated Notes shall be issued as Certificated Notes and shall be  subject to the tax-related restrictions under Section 2.12 that are applicable to the ERISA Restricted Secured Notes and Subordinated Notes;

(x) any additional Secured Debt that is not fungible for U.S. federal income tax purposes with the outstanding Secured Debt of the same Class will be identified with separate CUSIP numbers;

(xi)the Retention Holder has committed to purchase and hold sufficient additional Notes such that, after giving effect to the additional issuance or incurrence, the Retention Requirements are complied with;

(xii)each Overcollateralization Ratio Test is maintained or improved after giving effect to such additional issuance or incurrence;

(xiii)the requirements of Section 3.2 have been satisfied; and

(xiv)immediately following such additional issuance or incurrence, the Issuer shall provide S&P with notice of the same.

(b)Upon satisfaction of the foregoing conditions and the applicable conditions set forth in Article VIII, the Issuer may execute a supplemental indenture pursuant to Section 8.1(xi) herein to reflect the terms of such additional issuance, including, for the avoidance of doubt, any amendments that are necessary or helpful in order to maintain a rating on any existing Class of Secured Debt or to obtain a rating on or successfully place or sell any Junior Mezzanine Notes; provided that, the Issuer may also issue additional notes in connection with a Refinancing, which issuance will not be subject to Section 2.13(a) but will be subject only to Section 9.2.

(c)The Investment Manager will designate the Series of Debt to which such additional Debt issued or incurred pursuant to this Section 2.13 belongs at the time of issuance or incurrence thereof. The additional Debt issued or incurred pursuant to this Section 2.13 will increase the principal amount of such Notes of such Series by the amount of principal of such additional Notes.

(d)Subject to the immediately following sentence, any additional Debt of an existing Class issued as described above will, to the extent reasonably practicable, be offered first to Holders of that Class in such amounts as are necessary to preserve their pro rata holdings of the Debt of such Class. In connection with an additional issuance, the Retention Holder shall have the right to acquire Debt of one or more Classes if the Investment Manager and/or the Retention Holder determines in its sole discretion that such acquisition is necessary to comply with the Retention Requirements.

(e)At any time pursuant to a supplemental indenture in accordance with the applicable requirements set forth in Article VIII, the Issuer may issue Re-Pricing Replacement Notes in connection with a Re-Pricing, subject to the applicable requirements set forth in Section 9.7.

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(f)Notwithstanding anything set forth herein to the contrary, the Issuer may also issue additional debt in connection with a Refinancing of all Classes of Secured Debt, which issuance will not be subject to the conditions of this Section 2.13 but will be subject only to the requirements described under Section 9.2 hereof.

ARTICLE III

Conditions Precedent

Section 3.1Conditions to Issuance of Notes on the Closing Date. (a) The Notes to be issued on the Closing Date may be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Order and upon receipt by the Trustee of the following:

(i)Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolutions of the execution and delivery of this Indenture and the Placement Agreement, the Investment Management Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement and any subscription agreements and in each case, the execution, authentication and delivery of the Notes applied for by it and the incurrence of the Class A-L Loans and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Debt to be authenticated and delivered and the Class A-L Loans to be incurred and the Stated Maturity and principal amount of the Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolutions is a true and complete copy thereof, (2) such resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

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

(iii)U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S. counsel to the Issuer, Milbank LLP, special U.S. counsel to the Investment Manager and tax counsel to the Issuer, and Troutman Pepper Locke LLP, counsel to the Trustee, Loan Agent and Collateral Administrator, each dated the Closing Date.

(iv)Delaware Counsel Opinion.  An opinion of Clark Hill PLC, Delaware counsel to the Issuer, dated the Closing Date, in form and substance satisfactory to the Issuer.

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(v)Officers’ Certificate of the Issuer Regarding Indenture and the Class A-L Loan Agreement. An Officer’s certificate of the Issuer stating that, to the best of the Issuer’s knowledge, the Issuer is not in default under this Indenture or the Class A-L Loan Agreement and that the issuance of the Notes or incurrence of the Class A-L Loans of each Class applied for by it will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in this Indenture and the Class A-L Loan Agreement relating to the authentication and delivery of the Notes of each Class applied for by it and the incurrence of the Class A-L Loans have been complied with; and that all expenses due or accrued with respect to the Offering of such Notes or relating to actions taken on or in connection with the Closing Date have been paid or reserves therefor have been made. The Officer’s certificate of the Issuer shall also state that all of its representations and warranties contained herein are true and correct as of the Closing Date.

(vi)Transaction Documents. An executed counterpart of each Transaction Document (other than the Placement Agreement).

(vii)Certificate of the Investment Manager. A certificate of an Authorized Officer of the Investment Manager, dated as of the Closing Date certifying to the effect that in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets on the Closing Date:

(A)each Collateral Obligation satisfies the requirements of the definition of Collateral Obligation and of Section 3.1(a)(ix)(A);

(B)the information set forth with respect to each Collateral Obligation in the schedule of Collateral Obligations attached as Schedule 1 to the Master Participation Agreement is correct; and

(C)the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased and/or originated or entered into binding commitments to purchase on or prior to the Closing Date is at least equal to U.S.$300,000,000.

(viii)Grant of Collateral Obligations. The Grant pursuant to the Granting Clauses of this Indenture of all of the Issuer’s right, title and interest in and to the Collateral Obligations pledged to the Trustee for inclusion in the Assets on the Closing Date shall be effective, and Delivery of such Collateral Obligations (including any promissory note and all other Underlying Instruments related thereto to the extent received by the Issuer) as contemplated by Section 3.3 shall have been effected.

(ix)Certificate of the Issuer Regarding Assets. A certificate of an Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that:

(A)in the case of each Collateral Obligation pledged to the Trustee for inclusion in the Assets, on the Closing Date and immediately prior to the Delivery

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thereof (or immediately after Delivery thereof, in the case of clause (V)(ii) below) on the Closing Date;

(I)the Issuer is the owner of such Collateral Obligation free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date, (ii) those Granted pursuant to this Indenture and (iii) any other Permitted Liens;

(II)the Issuer has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in clause (I) above;

(III)the Issuer has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;

(IV)the Issuer has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Trustee;

(V)(i)based on the certificate of the Investment Manager delivered pursuant to Section 3.1(a)(vii), each Collateral Obligation included in the Assets satisfies the requirements of the definition of “Collateral Obligation” and (ii) the requirements of Section 3.1(a)(viii) have been satisfied; and

(VI)upon Grant by the Issuer, the Trustee has a first priority perfected security interest in the Collateral Obligations and other Assets, except as permitted by this Indenture (assuming that any Clearing Corporation, Intermediary or other entity not within the control of the Issuer involved in the Delivery of such Collateral Obligations and other Assets takes the actions required of it for perfection of that interest); and

(B)based on the certificate of the Investment Manager delivered pursuant to Section 3.1(a)(vii), the Aggregate Principal Balance of the Collateral Obligations which the Issuer has purchased and/or originated or entered into binding commitments to purchase on or prior to the Closing Date is at least equal to U.S.$300,000,000.

(x)Rating Letter. An Officer’s certificate of the Issuer to the effect that it has received a true and correct copy of a letter signed by S&P confirming that each Class of Secured Debt has been assigned the applicable Initial Ratings and that such ratings are in effect on the Closing Date.

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

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(xii)Issuer Order for Deposit of Funds into Accounts. An Issuer Order signed in the name of the Issuer by an Authorized Officer of the Issuer, dated as of the Closing Date, authorizing the deposit of funds into the Accounts identified therein.

(xiii)Financing Statements. (A) Financing statements, duly filed on or before the Closing Date (and the Issuer hereby consents to such filing) under the UCC in all jurisdictions necessary or desirable in order to perfect the interests in the Assets contemplated by this Indenture and any other Transaction Documents and (B) copies of proper financing statements necessary to release all security interests and other rights of any Person in the Assets previously granted by the Issuer or any other transferor; provided that nothing in this clause (xiii) shall imply or impose a duty on the Trustee to determine in which jurisdictions a financing statement should be filed.

(xiv)Fees and Expenses. Evidence that the Issuer shall have paid all fees and expenses (including reasonable fees and expenses of counsel) in connection with the issuance or incurrence of the Debt.

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

The Trustee shall be entitled to assume the genuineness of each certificate, ‎instrument, report, opinion and other document described in or delivered pursuant to this ‎Section 3.1, and to assume the genuineness and due authorization of each signature, other than ‎any signature of the Trustee, appearing thereon.‎

Section 3.2Conditions to Additional Issuance and Incurrence. (a) Any additional Debt to be issued or incurred in accordance with Section 2.13 may be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Order (setting forth registration, delivery and authentication instructions) upon satisfaction of the requirements set forth in Section 2.13 and upon receipt by the Trustee of the following:

(i)Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution, authentication and delivery of the Notes applied for by it and the incurrence of any additional Class A-L Loans and specifying the Stated Maturity, principal amount and Interest Rate (if applicable) of the Notes to be authenticated and delivered and the Class A-L Loans to be incurred and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such resolutions have not been rescinded and are in full force and effect on and as of the date of issuance or incurrence and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(ii)Governmental Approvals. From the Issuer either (A) a certificate of the Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together

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with an Opinion of Counsel of such Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance of the additional Debt or (B) an Opinion of Counsel of such Issuer that no such authorization, approval or consent of any governmental body is required for the valid issuance or incurrence of such additional Debt except as has been given.

(iii)Officers’ Certificate of the Issuer Regarding Indenture and Class A-L Loan Agreement. An Officer’s certificate of the Issuer stating that, to the best of the signing Officer’s knowledge, such Issuer is not in Default under this Indenture and that the issuance or incurrence, as applicable, of the additional Debt applied for by it will not result in a Default under this Indenture or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that the provisions of Section 2.13 and all conditions precedent provided in this Indenture relating to the authentication and delivery of the additional Notes applied for by it have been complied with; and that all expenses due or accrued with respect to the offering of such Notes or relating to actions taken on or in connection with the additional issuance or incurrence of such Debt have been paid or reserves therefor have been made. The Officer’s certificate of the Issuer shall also state that all of its representations and warranties contained herein are true and correct as of the date of additional issuance or incurrence.

(iv)Supplemental Indenture. A fully executed counterpart of the supplemental indenture making such changes to this Indenture as shall be necessary to permit such additional issuance or incurrence.

(v)Rating Letter. Unless only additional Subordinated Notes and/or Junior Mezzanine Notes are being issued, an Officer’s certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter signed by S&P confirming that each Class of additional Secured Debt  has been assigned the applicable ratings required under Section 2.13, and that such ratings are in effect on the date of the additional issuance or incurrence.

(vi)Issuer Order for Deposit of Funds into Accounts. An Issuer Order signed in the name of the Issuer by an Authorized Officer of the Issuer, dated as of the date of the additional issuance or incurrence, authorizing the deposit of the net proceeds of the issuance or incurrence into the Collection Account for use pursuant to Section 10.2.

(vii)Evidence of Required Consents. A certificate of the Investment Manager and, to the extent required, a Majority of the Subordinated Notes consenting to such additional issuance or incurrence.

(viii)EU/UK Risk Retention Requirements. To the Trustee an executed Risk Retention Letter.

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(ix)Fees and Expenses. Evidence that the Issuer shall have paid all fees and expenses (including reasonable fees and expenses of counsel) in connection with the issuance or incurrence of such additional Debt.

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

The Trustee shall be entitled to assume the genuineness of each certificate, instrument, report, opinion and other document described in or delivered pursuant to this Section 3.2, and to assume the genuineness and due authorization of each signature, other than any signature of the Trustee, appearing thereon.

Section 3.3Custodianship; Delivery of Collateral Obligations and Eligible Investments. (a) The Investment Manager, on behalf of the Issuer, shall deliver or cause to be delivered to a custodian appointed by the Issuer, which shall be a Securities Intermediary (the “Custodian”) or the Trustee, as applicable, all Assets in accordance with the definition of “Deliver.” Initially, the Custodian shall be the Bank. Any successor custodian shall be a state or national bank or trust company that (x) has capital and surplus of at least U.S.$200,000,000, (y) is a Securities Intermediary and (z) has a long-term senior debt rating of at least “BBB” by S&P (or such lower rating for which the Rating Agency Condition has been satisfied). Subject to the limited right to relocate Assets as provided in Section 7.5(b), the Trustee or the Custodian, as applicable, shall hold (i) all Collateral Obligations, Eligible Investments, Cash and other investments purchased in accordance with this Indenture and (ii) any other property of the Issuer otherwise Delivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer, in the relevant Account established and maintained pursuant to Article X; as to which in each case the Trustee shall have entered into the Securities Account Control Agreement with the Custodian providing, inter alia, that the establishment and maintenance of such Account will be governed by a law of a jurisdiction satisfactory to the Issuer and the Trustee.

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

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ARTICLE IV

Satisfaction And Discharge

Section 4.1Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to receive payments of principal thereof and interest thereon, (iv) the rights and immunities of the Trustee hereunder and its obligations under this Article IV, (v) the rights, obligations and immunities of the Investment Manager hereunder and under the Investment Management Agreement, (vi) the obligations of the Collateral Administrator under the Collateral Administration Agreement and the rights and immunities of the Collateral Administrator under the Collateral Administration Agreement; (vii) the rights, obligations and immunities of the Loan Agent under the Class A-L Loan Agreement and (viii) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Trustee and payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) when:

(a)either:

(i)all Notes theretofore authenticated and delivered to Holders (other than (A) Notes which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for whose payment Money has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3) have been delivered to the Trustee for cancellation and the Class A-L Loans have been repaid in full pursuant to the Class A-L Loan Agreement; or

(ii)all Notes not theretofore delivered to the  Trustee for cancellation and the Class A-L Loans (A) have become due and payable or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption pursuant to Article IX under an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Issuer pursuant to Section 9.4 and either (1) the Issuer has irrevocably deposited or caused to be deposited with the  Trustee, in trust for such purpose, Cash or non-callable direct obligations of the United States of America; provided that the obligations are entitled to the full faith and credit of the United States of America or are debt obligations which are rated “AAA” by S&P or “Aaa” by Moody’s, in an amount sufficient, as verified by a firm of Independent certified public accountants which are nationally recognized, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation and the Class A-L Loans, for principal and interest to the date of such deposit (in the case of Debt which have become due and payable), or to their Stated Maturity or Redemption Date, as the case may be, and shall have Granted to the Trustee a valid perfected security interest in such Cash or non-callable direct obligations of the United States of America that is of first priority or free of any adverse claim, as applicable, and shall have furnished to the Trustee an Opinion of Counsel with respect thereto or (2) in the event all of the Assets are liquidated following the satisfaction of the conditions specified in Section 5.5(a), the Issuer shall have paid or

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caused to be paid all proceeds of such liquidation of the Assets in accordance with the Priority of Payments; or

(iii)the Issuer has delivered to the Trustee an Officer’s certificate stating that (A) there are no Assets that remain subject to the lien of this Indenture and (B) all funds on deposit in the Accounts have been distributed in accordance with the terms of this Indenture (including, without limitation, the Priority of Payments) or have otherwise been irrevocably deposited in trust with the Trustee for such purpose;

(b)the Issuer has paid or caused to be paid all other sums then due and payable hereunder and under the Class A-L Loan Agreement (including, without limitation, any amounts then due and payable pursuant to the Class A-L Loan Agreement, the Collateral Administration Agreement and the Investment Management Agreement, in each case, without regard to the Administrative Expense Cap) by the Issuer and no other amounts are scheduled to be due and payable by the Issuer, it being understood that the requirements of this clause (b) may be satisfied as set forth in Section 5.7; and

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

In connection with delivery by the Issuer of the Officer’s certificate referred to in clause (c) above, the Trustee will confirm to the Issuer that (i) to the knowledge of the Trust Officer, there are no Assets that remain subject to the lien of this Indenture on deposit or credited to the Accounts including any Account established under Article X and any Assets held therein, (ii) to the knowledge of the Trust Officer, all funds on deposit in the Accounts have been distributed in accordance with the terms of this Indenture (including the Priority of Payments) or have otherwise been irrevocably deposited in trust with the Trustee for such purpose.

Upon the discharge of this Indenture, the Trustee shall provide such information in its possession to the Issuer as may be reasonably required by the Issuer in order for the liquidation of the Issuer to be completed. The Trustee may consult and rely on any information provided by the Investment Manager in connection herewith.

Notwithstanding anything herein to the contrary, this Indenture shall not be discharged until the Class A-L Loans have been repaid in full.

Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Issuer, the Trustee, the Loan Agent, the Investment Manager and, if applicable, the Holders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1 and 14.15 shall survive.

For the avoidance of doubt, if the conditions set forth in clauses (a)(iii), (b) and (c) above have been satisfied, any ongoing legal proceedings in respect of which the Issuer may be entitled to future payments (including, without limitation, suits involving indemnification of the Issuer and class action suits) shall not prohibit the discharge of this Indenture.

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Section 4.2Application of Trust Money. All Cash and obligations deposited with the Trustee pursuant to Section 4.1 shall be held for the benefit of the Secured Parties and applied by it in accordance with the provisions of the Notes, this Indenture and the Class A-L Loan Agreement, including, without limitation, the Priority of Payments, to the payment of principal and interest on each Class of the Secured Debt (or other amounts with respect to the Subordinated Notes), either directly or through any Paying Agent, as the Trustee may determine; and such Cash and obligations shall be held in a segregated account identified as being held for the benefit of the Secured Parties.

Section 4.3Repayment of Monies Held by Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to the Debt, all Monies then held by any Paying Agent other than the Trustee under the provisions of this Indenture shall, upon demand of the Issuer, be paid to the Trustee to be held and applied pursuant to Section 7.3 hereof and in accordance with the Priority of Payments and thereupon such Paying Agent shall be released from all further liability with respect to such Monies.

ARTICLE V

Remedies

Section 5.1Events of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)a default in the payment, when due and payable, of (i) any interest on any Class A Debt or Class B Notes or, if there are no Class A Debt or Class B Notes Outstanding, any Secured Debt comprising the Controlling Class at such time and, in each case, the continuation of any such default, for seven Business Days, or (ii) any principal of, or interest or Deferred Interest on, or any Redemption Price in respect of, any Secured Debt at their Stated Maturity or any Redemption Date (and payment in full has not been waived by each applicable Class); provided that the failure to effect any Optional Redemption, Tax Redemption or Re-Pricing Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which any Refinancing or Re-Pricing fails to occur shall not constitute an Event of Default; and provided further, that in the case of a failure to disburse funds due to an administrative error or omission by the Investment Manager, the Trustee, the Loan Agent, the Collateral Administrator or any Paying Agent and such failure is remedied within ten Business Days after the Investment Manager, the  Trustee, the Loan Agent, the Collateral Administrator or such Paying Agent receives written notice or has actual knowledge of such administrative error or omission (irrespective of whether the cause of such administrative error or omission has been determined), such failure shall not constitute an Event of Default;

(b)the failure on any Payment Date to disburse amounts available in the Payment Account in excess of U.S.$100,000 in accordance with the Priority of Payments and continuation of such failure for a period of seven Business Days or, in the case of a failure to disburse due to an administrative error or omission by the Trustee, the Loan Agent, the Collateral Administrator or any Paying Agent, such failure continues for fifteen Business Days after a Trust

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Officer of the Trustee receives written notice or has actual knowledge of such administrative error or omission;

(c)the Issuer or the Assets becomes an investment company required to be registered under the Investment Company Act (and such requirement has not been eliminated after a period of 45 days);

(d)except as otherwise provided in this Section 5.1, a default in a material respect in the performance by, or breach in a material respect of any material covenant of, the Issuer under this Indenture or the Class A-L Loan Agreement (it being understood, without limiting the generality of the foregoing, that any failure to satisfy the Eligibility Criteria or to meet any Concentration Limitation, the Collateral Quality Test or any Coverage Test is not an Event of Default and any failure to satisfy the requirements described under Section 7.17 is not an Event of Default, except in either case to the extent provided in clause (g) below), or the failure of any material representation or warranty of the Issuer made in this Indenture, the Class A-L Loan Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith to be correct in each case in all material respects when the same shall have been made, and the continuation of such default, breach or failure for a period of 45 days after notice to the Issuer and the Investment Manager by email transmission and registered or certified mail or overnight courier, by the Trustee at the direction of the Holders of at least a Majority of the Controlling Class, specifying such default, breach or failure and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; provided that if the Issuer (as notified to the Trustee by the Investment Manager in writing) has commenced curing such default, breach or failure during the 45-day period specified above, such default, breach or failure shall not constitute an Event of Default under this clause (d) unless it continues for a period of 60 days (rather than, and not in addition to, such 45-day period specified above) after notice to the Issuer and the Investment Manager by email transmission and registered or certified mail or overnight courier, by the Trustee, the Issuer or the Investment Manager, or to the Issuer, the Investment Manager and the Trustee by a Majority of the Controlling Class, specifying such default, breach or failure and requiring it to be remedied and stating that such notice is a “Notice of Default” under this Indenture; provided further that the failure to effect any Optional Redemption, Tax Redemption or Re-Pricing Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which any Refinancing or Re-Pricing fails to occur shall not constitute an Event of Default;

(e)the entry of a decree or order by a court having competent jurisdiction adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer under the Bankruptcy Law or any other applicable law, or appointing a receiver, liquidator, assignee, or sequestrator (or other similar official) of the Issuer or of any substantial part of its property, respectively, or ordering the winding up or liquidation of its affairs, respectively, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days;

(f)the institution by the Issuer of Proceedings to have the Issuer adjudicated as bankrupt or insolvent, or the consent of the Issuer to the institution of bankruptcy or insolvency Proceedings against the Issuer or the filing by the Issuer of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Law or any other similar applicable law, or the

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consent by the 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 of any substantial part of its property, respectively, or the making by the Issuer of an assignment for the benefit of creditors, or the admission by the Issuer in writing of its inability to pay its debts generally as they become due, or the taking of any action by the Issuer in furtherance of any such action, or the passing of a resolution or approval or election by the shareholders of the Issuer to have the Issuer wound up;

(g)in the event that the EOD Overcollateralization Ratio is less than 102.50% as of any Measurement Date on which the Class A Debt is Outstanding; or

(h)one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability of U.S.$1,000,000 or more in excess of the amounts paid or fully covered by insurance and the same shall not have been vacated, satisfied, undischarged, stayed or bonded pending appeal within 10 days from the entry thereof.

Upon obtaining actual knowledge of the occurrence of an Event of Default, each of (i) the Issuer, (ii) the Trustee and (iii) the Investment Manager shall notify each other in writing. Upon the occurrence of an Event of Default known to a Trust Officer of the Trustee, the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear on the Notes Register or Loan Register, as applicable), each Paying Agent, the Loan Agent, the Investment Manager, the Issuer and the Rating Agency of such Event of Default in writing (unless such Event of Default has been waived as provided in Section 5.14).

Section 5.2Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(e) or (f)), the Trustee may, and shall, upon the written direction of a Majority of the Controlling Class, by notice to the Issuer (subject to Section 14.3(c), which notice the Issuer shall provide to the Rating Agency) and the Investment Manager, declare the principal of, and accrued interest on, each Class of the Secured Debt and all other amounts whatsoever payable by the Issuer to be immediately due and payable, and upon any such declaration such principal, together with all accrued and unpaid interest thereon, and other amounts payable hereunder, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) or (f) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all the Secured Debt, and other amounts payable thereunder and hereunder, shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Holder.

(b)At any time after such a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the Money due has been obtained by the Trustee as hereinafter provided in this Article V, a Majority of the Controlling Class by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(i)The Issuer has paid or deposited with the Trustee a sum sufficient to pay:

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(A)all unpaid installments of interest and principal then due on each Class of the Secured Debt (other than any principal amounts due to the occurrence of an acceleration); and

(B)all unpaid Taxes and Administrative Expenses of the Issuer and other sums paid or advanced by the Trustee hereunder or by the Collateral Administrator under the Collateral Administration Agreement or hereunder, accrued and unpaid Investment Management Fees and any other amounts then payable by the Issuer hereunder prior to such Administrative Expenses and such Investment Management Fees; and

(ii)It has been determined that all Events of Default, other than the nonpayment of the interest on, or principal of, any Class of the Secured Debt that has become due solely by such acceleration, have (A) been cured, and a Majority of the Controlling Class by written notice to the Trustee has agreed with such determination (which agreement shall 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 right consequent thereon.

Section 5.3Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if a default shall occur in respect of the payment of any principal of or interest when due and payable on any of the Secured Debt, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Secured Debt, the whole amount, if any, then due and payable on such Secured Debt for principal and interest with interest upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon direction of a Majority of the Controlling Class, institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Secured Debt and collect the Monies 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 in its discretion, and shall, subject to the terms of this Indenture (including Section 6.3(e)) upon written direction of a Majority of the Controlling Class, proceed to protect and enforce its rights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Trustee) or as the Trustee may be directed by a Majority of the Controlling Class, to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted

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herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

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

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