8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2019 (June 21, 2019)

CM Finance Inc

(Exact name of registrant as specified in its charter)

Maryland	814-01054	46-2883380
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

65 East 55th Street

15th Floor

New York, New York

10022

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 257-5199

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	CMFN	The NASDAQ Global Select Market
6.125% Notes due 2023	CMFNL	The NASDAQ Global Select Market

Item 1.01. Entry into a Material Definitive Agreement.

On June 21, 2019 (the “Closing Date”), CM Finance Inc (the “Company”) amended its existing financing facility (as amended the “Amended Financing Facility”) with UBS AG, London Branch (together with its affiliates “UBS”) to extend the Company’s term financing facility (“Term Financing”) and revolving financing facility (“Revolving Financing”) with UBS, and reduce the size of the Revolving Financing while adding an option to further increase the Term Financing and revising the structure of the financing from a total return swap to a repurchase agreement.

In accordance with the Amended Financing Facility, the size of the Term Financing and the Revolving Financing will be amended. The Term Financing will be divided between a Class A-1 Notes and Class A-2 Notes. On the Closing Date, $136,000,000 of Class A-1 Notes and $26,666,667 of Class A-2 Notes were issued, initially reducing the outstanding Term Financing from $200,000,000 to $162,666,667. On September 30, 2019, with the consent of UBS, the Company can opt (the “Class A-2 Notes Option”) to purchase an additional $70,666,667 Class A-2 Notes on October 15, 2019 (the “Class A-2 Option Exercise Date”), expanding the Term Financing to $233,333,334. If the Class A-2 Notes Option is not exercised, the $26,666,667 Class A-2 Notes issued on the Closing Date will be redeemed in full. The Revolving Financing was reduced by $60,000,000 to an aggregate amount of $40,000.000 of Class A-R Notes.

Pursuant to the Amended Financing Facility, the Company, its wholly owned subsidiary, CM SPV Ltd. (“CM SPV”) and/or its affiliate CM Investment Partners LLC (“CMIP”), as applicable, entered into the following agreements: (i) a Second Amended and Restated Revolving Credit Note Agreement by and among the Company, CM SPV, UBS, and U.S. Bank, National Association (“U.S. Bank”) as Revolving Credit Note Agent and Trustee; (ii) a Sixth Supplemental Indenture with an attached Sixth Amended and Restated Indenture between CM SPV and U.S. Bank; (iii) an Amendment Agreement by and among CM SPV, CMIP and U.S. Bank, as Collateral Administrator, amending the Collateral Administration Agreement and the Collateral Management Agreement, (iv) a Contribution Agreement between the Company and CM SPV, (v) a Total Return Swap Transaction Confirmation Letter Agreement between UBS and the Company regarding the Class A-R Notes; (vi) a Global Master Repurchase Agreement and Annexes thereto (the “GMRA”), dated as of June 11, 2019, between UBS and the Company, (vii) a Confirmation under the GMRA with respect to the Class A-1 Notes and the Class A-2 Notes (the “Term Confirmation”), between the Company and UBS, (viii) a Confirmation under the GMRA with respect to the Revolving Financing (the “Revolving Confirmation” and collectively with the Term Confirmation, the “GMRA Confirmations”, between the Company and UBS, (ix) a Subscription Agreement with respect to the Class A-2 Notes sale, between the Company and UBS Securities LLC, as placement agent (the “Placement Agent”), (x) the Placement Agency Agreement, between CM SPV and the Placement Agent, and (xi) the Second Amended and Restated Account Control Agreement, among CM SPV and U.S. Bank as Revolving Credit Note Agent and Trustee.

Borrowings under the Revolving Financing will generally bear interest at a rate per annum equal to one-month LIBOR plus 3.15%. The Company will pay a fee on any undrawn amounts of 2.25% per annum; provided that if 50% or less of the Revolving Financing is drawn, the fee will be 2.50% per annum. Any amounts borrowed under the Revolving Financing will mature, and all accrued and unpaid interest will be due and payable, on December 5, 2019. The Amended Financing Facility will enable the Company to decrease aggregate financing costs. The Company intends to use the proceeds from borrowings under the Revolving Financing for general corporate purposes, including the funding of portfolio investments. In addition, subject to the Class A-2 Note Option described above, the Term Financing and the Revolving Financing each was amended to extend the maturity date by 12 months, respectively, to December 5, 2021 (with respect to the Term Financing) and December 7, 2020 (with respect to the Revolving Financing. Borrowings under the Term Financing will bear interest (a) with respect to the Class A-1 Notes (i) at a rate per annum equal to one-month LIBOR plus 2.55% through December 4, 2019, and (ii) at a rate per annum equal to one-month LIBOR plus 3.55% from December 5, 2019 through December 4, 2020, and (iii) at a rate per annum equal to one-month LIBOR plus 3.15% (if the Class A-2 Option were not exercised and the Class A-2 Notes were redeemed) or 2.90% (if the Class A-2 Note Option were exercised and the additional Class A-2 Notes were issued) from December 5, 2020 through December 5, 2021, and (b) with respect to the Class A-2 Notes, (i) at a rate per annum equal to one-month LIBOR plus 3.15% through October 14, 2019, which is the date before the Class A-2 Option Exercise Date, and (ii) at a rate per annum equal to one-month LIBOR plus 2.90% from the Class A-2 Option Exercise Date through December 5, 2021.

The description above is only a summary of the material provisions of the Amended Financing Facility and is qualified in its entirety by reference to the agreements attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 to this current report on Form 8-K and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the Company’s entrance into the GMRA and the Confirmations, the Company and UBS terminated the outstanding Total Return Swap Confirmations and paid or satisfied all amounts due thereunder in accordance with the TRS Termination Agreement between the Company and UBS.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Second Amended and Restated Revolving Credit Note Agreement by and among the Company, CM SPV, UBS, and U.S. Bank, as Revolving Credit Note Agent and Trustee
10.2	Sixth Supplemental Indenture with an attached Sixth Amended and Restated Indenture between CM SPV and U.S. Bank
10.3	Amendment Agreement by and among CM SPV, CMIP and U.S. Bank, as Collateral Administrator, amending the Collateral Administration Agreement and the Collateral Management Agreement
10.4	Contribution Agreement between the Company and CM SPV
10.5	Total Return Swap Transaction Confirmation Letter Agreement between UBS and the Company regarding the Class A-R Notes
10.6	Global Master Repurchase Agreement and Annexes thereto (the “GMRA”), dated as of June 11, 2019, between UBS and the Company
10.7	Confirmation under the GMRA with respect to the Class A-1 Notes and the Class  A-2 Notes (the “Term Confirmation”), between the Company and UBS
10.8	Confirmation under the GMRA with respect to the Revolving Financing (the “Revolving Confirmation”), between the Company and UBS
10.9	Subscription Agreement with respect to the Class A-2 Notes sale, between the Company and UBS Securities LLC, as placement agent
10.10	Placement Agency Agreement, between CM SPV and the Placement Agent
10.11	Second Amended and Restated Account Control Agreement, among CM SPV and U.S. Bank as Revolving Credit Note Agent and Trustee

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 27, 2019 CM FINANCE INC

By:	/s/ Rocco DelGuercio
Name: Rocco DelGuercio
Title: Chief Financial Officer and Treasurer

EX-99.10.1

EXECUTION VERSION

Dated as of June 21, 2019

CM FINANCE SPV LTD.,

as Issuer

THE ENTITIES FROM TIME TO TIME PARTY HERETO,

as the Class A-R Noteholders

U.S. BANK NATIONAL ASSOCIATION,

as Revolving Credit Note Agent

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SECOND AMENDED AND RESTATED REVOLVING

CREDIT NOTE AGREEMENT

CONTENTS

SECTION				PAGE
1.		Definitions and Interpretation			- 3 -
	1.1.		Definitions		- 3 -
	1.2.		Interpretation		- 5 -
2.		The Class A-R Notes			- 6 -
	2.1.		Borrowings		- 6 -
	2.2.		Advances; Repayments; Class A-R Commitment Amounts		- 8 -
	2.3.		Outstanding Class A-R Funded Amount		- 9 -
	2.4.		Agency Compensation		- 9 -
	2.5.		Class A-R Prepayment Account; Withdrawals		- 10 -
	2.6.		Class A-R Note Interest		- 11 -
3.		Conditions Precedent to Borrowings			- 12 -
	3.1.		Conditions to Funding		- 12 -
	3.2.		Representations regarding Conditions		- 12 -
4.		Assignments			- 12 -
	4.1.		Assignment		- 12 -
	4.2.		Rights of Assignee under this Agreement		- 14 -
	4.3.		Notice of Assignment		- 14 -
	4.4.		Class A-R Note Register; Information		- 14 -
5.		Representations and Warranties			- 15 -
	5.1.		Representations and Warranties of the Issuer		- 15 -
	5.2.		Representations and Warranties of each Class A-R Noteholder		- 16 -
6.		The Revolving Credit Note Agent			- 16 -
7.		Miscellaneous			- 20 -
	7.1.		Waivers; Amendments; Etc.		- 20 -
	7.2.		Notices, Etc.		- 21 -
	7.3.		Captions		- 21 -
	7.4.		Governing Law; Jurisdiction; Venue		- 21 -
	7.5.		Consent to Service of Process		- 22 -

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7.6.	Waiver of Jury Trial	- 22 -
7.7.	Execution in Counterparts	- 22 -
7.8.	Tax Treatment of Notes	- 22 -
7.9.	Transfer Taxes	- 23 -
7.10.	Severability	- 23 -
7.11.	Further Assurances	- 23 -
7.12.	Limited Recourse, Non-Petition as to the Issuer	- 23 -

Exhibit A - Form of Notice of Borrowing

Exhibit B - Form of Assignment and Acceptance

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SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE AGREEMENT, dated as of June 21, 2019 (this “Agreement”), between:

CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”);

each of UBS AG, LONDON BRANCH and CM FINANCE INC., as a Class A-R Noteholder on the Amendment and Restatement Date, as evidenced by its execution of this Agreement on the Amendment and Restatement Date (each, an “Initial Holder”), and any entity that becomes a party hereto as a Class A-R Noteholder (each, together with each Initial Holder, a “Class A-R Noteholder”);

U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Issuer (in such capacity, together with its successors in such capacity, the “Revolving Credit Note Agent”); and

U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture (the “Trustee”).

WHEREAS, the Issuer and the Trustee are parties to the Sixth Amended and Restated Indenture, dated as of June 21, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuer may issue up to U.S.$40,000,000 Class A-R Notes (the “Class A-R Notes”).

ACCORDINGLY, the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

Capitalized terms used but not defined herein (including any Exhibits hereto) have the meanings given to them in the Indenture. As used in this Agreement (including any Exhibits hereto), the following terms have the meanings specified below:

“Advance” means any advance made or to be made by (or on behalf of) a Class A-R Noteholder to the Issuer in respect of any Borrowing.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Class A-R Noteholder and any assignee of such Class A-R Noteholder, and delivered to the Revolving Credit Note Agent on behalf of the Issuer, in substantially the form of Exhibit B, pursuant to which a Class A-R Noteholder assigns all, but not less than all, of its rights and obligations under this Agreement with respect to the portion of such Class A-R Noteholder’s Class A-R Notes being assigned in accordance with the terms of Section 4.1(b)(i).

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“Borrowing” means any advance of funds to the Issuer contemplated by Section 2.1; provided that, the term “Borrowing” shall exclude any amounts that remain on deposit in any Class A-R Prepayment Account.

“Borrowing Date” means the date of any proposed Borrowing, as set forth in the applicable Notice of Borrowing.

“Borrowing Request” has the meaning set forth in Section 2.1(a).

“Class A-R Commitment Amount” means, on any date and as to any Class A-R Noteholder, the product of (a) the Commitment Percentage of such Class A-R Noteholder as of such day and (b) an amount which is the Remaining Unfunded Facility Commitment (expressed as a Dollar amount) on such date.

“Class A-R Noteholder” means, with respect to any Class A-R Note, the Person in whose name such Class A-R Note is registered in the Class A-R Note Register.

“Class A-R Prepayment Account” has the meaning set forth in Section 2.5(a).

“Commitment Percentage” means, for any Class A-R Noteholder as of any date of determination, a percentage equal to (a)(i) the pro rata portion of the Remaining Unfunded Facility Commitment represented by the Class A-R Notes of such Class A-R Noteholder divided by (ii) the Remaining Unfunded Facility Commitment multiplied by (b) 100%; provided that, until the occurrence of the Repo Termination Date, and notwithstanding any transfer of any Class A-R Notes, the Commitment Percentage shall be as set out below:

Initial Holder	Commitment Percentage
UBS AG, London Branch	75%
CM Finance Inc.	25%

“Commitment Termination Date” means the earliest to occur of (a) the Stated Maturity of the Class A-R Notes; and (b) the occurrence of an Enforcement Event.

“Maximum RCN Facility Funding Commitment” means, in the aggregate, U.S.$40,000,000.

“Minimum Borrowing Amount” means, with respect to any Borrowing (a) U.S. $5,000,000, (b) if a Borrowing of U.S. $5,000,000 would cause the Outstanding Class A-R Funded Amount to exceed the Maximum RCN Facility Funding Commitment, an amount equal to (x) the Maximum RCN Facility Funding Commitment prior to such Borrowing minus (y) the Outstanding Class A-R Funded Amount prior to such Borrowing, or (c) if UBS AG, London Branch is a Class A-R Noteholder at the time of such Borrowing, such other amount as may be approved by UBS.

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“Minimum Repayment Amount” means, with respect to any repayment of Advances (a) U.S. $5,000,000, (b) if the Outstanding Class A-R Funded Amount as of such date is less than U.S. $5,000,000, the Minimum Repayment Amount shall be the Outstanding Class A-R Funded Amount, or (c) if UBS AG, London Branch is a Class A-R Noteholder at the time of such repayment, such other amount as may be approved by UBS.

“Notice of Borrowing” has the meaning set forth in Section 2.1(b).

“Notice of Repayment” has the meaning set forth in Section 2.5(e).

“Outstanding Class A-R Funded Amount” means the aggregate outstanding principal amount of Borrowings funded by Class A-R Noteholders pursuant to Section 2.1 of this Agreement which have not been repaid. The Outstanding Class A-R Funded Amount shall be subject to adjustment as described in Sections 2.2 and 2.5 of this Agreement.

“Prepayment Refund Date” means, with respect to any Class A-R Noteholder that has deposited all (or a portion of) its Class A-R Commitment Amount into such Class A-R Noteholder’s Class A-R Prepayment Account in accordance with Section 2.5(a), the Business Day after the Commitment Termination Date has occurred (or such earlier date designated by the relevant Class A-R Noteholder by notice to the Trustee, the Issuer and the Revolving Credit Note Agent).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Remaining Unfunded Facility Commitment” means, with respect to any date of determination, the excess (if any) of: (a) the Maximum RCN Facility Funding Commitment over (b) the Outstanding Class A-R Funded Amount. For the avoidance of doubt, the Remaining Unfunded Facility Commitment shall not be reduced by the amount of any funds deposited in any Class A-R Prepayment Account by the relevant Class A-R Noteholder.

“Repo Agreement” means the repurchase transaction relating to the Class A-R Notes entered into between UBS AG, London Branch and CM Finance Inc. dated as of June 21, 2019 entered into pursuant to an Global Master Repurchase Agreement.

“Repo Termination Date” means the date on which each of UBS AG, London Branch and CM Finance Inc., in their capacity as Initial Holders, confirm in writing to the Revolving Credit Note Agent that the Repo Agreement has been terminated.

“Revolving Credit Note Agent Expenses” has the meaning set forth in Section 2.4(b).

“Substitution Notice” has the meaning set forth in Section 2.5(f).

1.2. Interpretation

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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 Agreement, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. Except as otherwise specified herein or as the context may otherwise require: (i) references to an agreement or other document are to it as amended, supplemented, restated and otherwise modified from time to time and to any successor document (whether or not already so stated); (ii) references to a statute, regulation or other government rule are to it as amended from time to time and, as applicable, are to corresponding provisions of successor governmental rules (whether or not already so stated); (iii) the word “including” and correlative words shall be deemed to be followed by the phrase “without limitation” unless actually followed by such phrase or a phrase of like import; (iv) the word “or” is always used inclusively herein (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in an “either … or” construction; (v) references to a Person are references to such Person’s successors and assigns (whether or not already so stated); (vi) all references in this Agreement to designated “Articles”, “Sections”, “sub-Sections”, other subdivisions, Schedules and Exhibits are to the designated articles, sections, sub-sections, other subdivisions, schedules and exhibits of this Agreement; and (vii) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, sub-section or other subdivision.

2. THE CLASS A-R NOTES

2.1. Borrowings

(a) Subject to the terms and conditions hereof, on any Business Day prior to the Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the Issuer) may request Borrowings (each a “Borrowing Request”) hereunder in an amount equal to or greater than the Minimum Borrowing Amount.

(b) From time to time as required pursuant to and in accordance with the terms of the Indenture, the Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Revolving Credit Note Agent and the Class A-R Noteholders a notice (with a copy to the Trustee and the Collateral Manager, if not the notifying party), substantially in the form of Exhibit A hereto (each, a “Notice of Borrowing”), of a proposed Borrowing no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed Borrowing Date. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Borrowing delivered pursuant to this Section 2.1(b) shall be transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders by electronic mail (to the electronic mail address specified on the Revolving Credit Note Agent’s and each Class A-R Noteholder’s respective signature pages to this Agreement), shall be substantially in the form of Exhibit A hereto, and shall specify the proposed Borrowing Date (which shall be a Business Day), the amount of such proposed Borrowing and relevant wire transfer instructions. In the event any Notice of Borrowing is not transmitted to the

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Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Revolving Credit Note Agent shall notify the Collateral Manager promptly (and in any event within one Business Day) of any change to the electronic mail address specified on each Class A-R Noteholder’s signature page to this Agreement to the extent that the Revolving Credit Note Agent has received notice of such change from a Class A-R Noteholder.

(c) So long as (x) the Commitment Termination Date has not occurred and (y) the conditions to funding set out in Section 3.1 have been satisfied, the Class A-R Noteholders shall make Advances to the Issuer on the Borrowing Date specified in the Notice of Borrowing (pro rata based on their respective Commitment Percentages) as follows:

(i) each Class A-R Noteholder obligated to make an Advance hereunder, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, shall have made available to the Trustee, in immediately available funds, an amount equal to its Commitment Percentage of the Borrowing in respect of such Advance in accordance with the wire transfer instructions set forth in the Notice of Borrowing;

(ii) a Class A-R Noteholder that has elected to establish a Class A-R Prepayment Account pursuant to Section 2.5(a) shall be deemed to satisfy its obligation under clause (i) if, no later than 12:00 p.m. (New York City time) on the Borrowing Date specified in the Notice of Borrowing, such Class A-R Noteholder has cash standing to the credit of its Class A-R Prepayment Account in an amount no less than its Commitment Percentage of the Borrowing in respect of such Advance;

If, as of 12:00 p.m. (New York City time) on the Borrowing Date specified in the related Notice of Borrowing:

(A) each Class A-R Noteholder has satisfied its Advance payment obligation (either by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (I) the Trustee shall transfer all funds received pursuant to Section 2.1(c)(i) to the Principal Collection Subaccount and (II) in the case of any Class A-R Noteholder that has satisfied such obligation pursuant to Section 2.1(c)(ii), the Trustee shall (at the direction of the Collateral Manager) instruct the Custodian (without consent of such Class A-R Noteholder) to transfer cash in an amount equal to such Class A-R Noteholder’s Commitment Percentage of the Borrowing in respect of such Advance from such Class A-R Prepayment Account to the Principal Collection Subaccount; or

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(B) any Class A-R Noteholder has failed to satisfy its Advance payment obligation (whether by payment to the Trustee in accordance with Section 2.1(c)(i) or deemed satisfaction pursuant to Section 2.1(c)(ii) above), (I) if the Trustee has received funds from a Class A-R Noteholder pursuant to Section 2.1(c)(i), the Trustee shall return such funds to such Class A-R Noteholder and (II) with respect to any funds standing to the credit of a Class A-R Prepayment Account, the Trustee shall (at the direction of the Collateral Manager) instruct the Custodian to return such funds to the related Class A-R Noteholder.

For the avoidance of doubt, if with respect to any Advance, a Class A-R Noteholder has satisfied its Advance payment obligation pursuant to Section 2.1(c)(ii) but any other Class A-R Noteholder has failed to satisfy its own Advance payment obligation as of 12:00 p.m. (New York City time) on the Borrowing Date, the Trustee shall not be entitled to instruct the Custodian to transfer cash from such Class A-R Prepayment Account to the Issuer or any other Person (other than such Class A-R Noteholder as required by sub-clause (B) above) without the consent of such Class A-R Noteholder.

(d) The Issuer hereby agrees that each Class A-R Noteholder, acting in good faith, (i) is entitled to rely upon any Notice of Borrowing furnished to such Class A-R Noteholder hereunder by the Collateral Manager purporting to act on behalf of the Issuer, is genuine and authorized and (ii) shall not be liable to the Issuer with respect to any action taken or omitted to be taken by such Class A-R Noteholder in good faith in accordance with any such Notice of Borrowing.

2.2. Advances; Repayments; Class A-R Commitment Amounts

(a) All Advances to the Issuer hereunder may be repaid by the Issuer pursuant to Section 2.5(e), notwithstanding the Priority of Payments, and any such Advances repaid by the Issuer may, subject to the conditions set forth herein, be reborrowed from time to time by the Issuer hereunder.

(b) Repayments of Advances to any Class A-R Noteholders under Section 2.2(a) and Section 2.5(e) of this Agreement or Section 11.1(a)(ii) of the Indenture shall be applied to pay the Class A-R Noteholders, pro rata, based on the respective portions of the Outstanding Class A-R Funded Amount represented by their Class A-R Notes, and such payment shall reduce the Outstanding Class A-R Funded Amount.

(c) Any deposit by a Class A-R Noteholder of any amount into such Class A-R Noteholder’s Class A-R Prepayment Account pursuant to the terms hereof will not reduce such Class A-R Noteholder’s Class A-R Commitment Amount.

(d) Each repayment of Advances by the Issuer shall be in an amount equal to or greater than the Minimum Repayment Amount.

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2.3. Outstanding Class A-R Funded Amount

The parties hereto hereby acknowledge and agree that all Borrowings shall be deemed to be part of the Outstanding Class A-R Funded Amount, regardless of whether the conditions to the related Borrowing set forth herein or in the Indenture were in fact satisfied, until such amounts are repaid in accordance with the terms of this Agreement, the Indenture and such Class A-R Notes. Each of the Class A-R Noteholders acknowledges that the obligations of the Issuer to pay any Outstanding Class A-R Funded Amount under the Class A-R Notes, and the terms of repayment thereof, are governed by this Agreement and the Indenture.

2.4. Agency Compensation

(a) The Issuer agrees to reimburse the Revolving Credit Note Agent (subject to any written agreement between the Issuer and the Revolving Credit Note Agent) forthwith upon its request for all reasonable expenses incurred or made by the Revolving Credit Note Agent in accordance with any provision of this Agreement or the Indenture.

(b) The Issuer will reimburse, and does hereby indemnify and hold harmless, the Revolving Credit Note Agent and its affiliates, directors, officers, shareholders, agents and employees with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including the reasonable fees and expenses of counsel and other experts) in respect of or arising from its appointment as Revolving Credit Note Agent or from any acts or omissions performed or omitted by the Revolving Credit Note Agent, its affiliates, directors, officers, shareholders, agents or employees hereunder in good faith except to the extent resulting from gross negligence, willful misconduct or fraud on the part of the Revolving Credit Note Agent or any Affiliate thereof (any such amounts, together with expenses reimbursable under Section 2.4(b), “Revolving Credit Note Agent Expenses”). The indemnification obligations of the Issuer shall survive termination of this Agreement and the resignation or removal of the Revolving Credit Note Agent.

(c) The Revolving Credit Note Agent Expenses shall be considered Administrative Expenses and shall be payable from the Expense Account or pursuant to the Priority of Payments in each case in accordance with the Indenture.

(d) The Revolving Credit Note Agent hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings under any law or jurisdiction against the Issuer for the non-payment to the Revolving Credit Note Agent of any amounts provided by this Section 2.4 before 366 days have elapsed or, if longer, the applicable preference period then in effect (including, without limitation, any period established pursuant to the laws of the Cayman Islands) (plus one day) after the payment in full of all Notes issued under the Indenture.

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2.5. Class A-R Prepayment Account; Withdrawals

(a) The Trustee shall cause to be established and maintained by the Custodian, as Securities Intermediary, a separate securities account (each such account, a “Class A-R Prepayment Account”) for each Class A-R Noteholder that elects to establish such an account, which securities account shall be established in the name of the Trustee as entitlement holder in trust for the benefit of the Issuer and such Class A-R Noteholder. The Trustee shall deposit any amounts received from a Class A-R Noteholder to pay an Advance payment obligation into such Class A-R Noteholder’s Class A-R Prepayment Account. UBS AG, London Branch, as an Initial Holder as of the date hereof, hereby elects to establish such a Class A-R Prepayment Account, and the Trustee shall cause to be established (on or prior to the Amendment and Restatement Date) and maintained by the Custodian, as Securities Intermediary, a Class A-R Prepayment Account in the name of the Trustee as entitlement holder in trust for the benefit of the Issuer and UBS AG, London Branch, as Initial Holder, in accordance with the terms of this Agreement and Section 10.3(e) of the Indenture.

(b) Subject to the terms of this Agreement and the Indenture, the only permitted withdrawal from or application of funds or other property standing to the credit of any Class A-R Prepayment Account shall be for the purpose of (i) investing or reinvesting such funds or other property in Eligible Investments pursuant to Section 2.5(c); (ii) any withdrawal in connection with an Advance pursuant to Section 2.1(c); (iii) any withdrawal in connection with a Prepayment Refund Date pursuant to Section 2.5(d); or (iv) any withdrawal in connection with any other payment pursuant to Section 2.5(e).

(c) The Trustee shall, pursuant to the written directions of a Class A-R Noteholder, invest and reinvest funds standing to the credit of such Class A-R Noteholder’s Class A-R Prepayment Account in Eligible Investments. None of the Issuer, the Revolving Credit Note Agent, the Trustee or the Custodian shall in any way be held liable for reason of any insufficiency of any Class A-R Prepayment Account resulting from any loss relating to any investment of funds standing to the credit of such Class A-R Prepayment Account, except to the extent such loss results from the Issuer’s, the Revolving Credit Note Agent’s, the Trustee’s or the Custodian’s fraud, gross negligence or willful misconduct.

(d) The Trustee shall, at any time (including any time on or following any Prepayment Refund Date) with respect to a Class A-R Prepayment Account, upon and pursuant to the written directions of the related Class A-R Noteholder, withdraw all (or any portion) of the funds and other property (including any funds and other property in excess of such Class A-R Noteholder’s Class A-R Commitment Amount, whether as a result of increased market value or otherwise) standing to the credit of such Class A-R Noteholder’s Class A-R Prepayment Account, and direct the Custodian to pay or transfer the same to such Class A-R Noteholder (or to such account or accounts as such Class A-R Noteholder shall otherwise direct the Trustee in writing).

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(e) So long as no Event of Default has occurred and is continuing, the Issuer (or the Collateral Manager on behalf of the Issuer) shall have the right at any time to repay any Advance by delivering to the Revolving Credit Note Agent and the relevant Class A-R Noteholders a notice (with a copy to the Trustee and the Collateral Manager, if not the notifying party) (each, a “Notice of Repayment”) of a proposed repayment (which shall be in an amount equal to or greater than the Minimum Repayment Amount) no later than 5:00 p.m. (New York City time) on the third Business Day prior to the proposed repayment. Each of the Issuer and, if applicable, the Collateral Manager agrees that any Notice of Repayment delivered pursuant to this Section 2.5(e) shall be transmitted to the Revolving Credit Note Agent and the relevant Class A-R Noteholders by electronic mail (to the electronic mail address specified on the Revolving Credit Note Agent’s and such Class A-R Noteholders’ respective signature pages to this Agreement) and shall specify the proposed repayment date (which shall be a Business Day) and the amount of such proposed repayment. In the event any Notice of Repayment is not transmitted to the Revolving Credit Note Agent and the Class A-R Noteholders until after 5:00 p.m. (New York City time) on a Business Day, it will be treated as having been transmitted on the following Business Day for all purposes hereunder. The Trustee shall, on the proposed repayment date and in accordance with Section 2.2(b) of this Agreement and Section 11.1(a)(ii) of the Indenture, direct the Custodian to pay or transfer the amount of such proposed repayment from the Principal Collection Subaccount to each Class A-R Noteholder in accordance with the wire instructions provided by such Class A-R Noteholder in the Subscription Agreement pursuant to which it subscribed for the Class A-R Notes or such account or accounts as such Class A-R Noteholder shall otherwise direct the Trustee in writing). Pursuant to Section 2.2(b), any repayment under this Section 2.5(e) shall reduce the Outstanding Class A-R Funded Amount.

(f) Upon three Business Days prior written notice (the “Substitution Notice”) by any Class A-R Noteholder to the Trustee and the Collateral Manager specifying which Eligible Investments standing to the credit of the Class A-R Prepayment Account of such Class A-R Noteholder are to be exchanged (and the principal amount and CUSIP (if applicable) of the new Eligible Investments to be delivered), a Class A-R Noteholder may on any Business Day, at its own expense, deposit into its Class A-R Prepayment Account substitute Eligible Investments and the Trustee shall, not later than the Business Day following the date on which the Trustee receives such substitute Eligible Investments, transfer to such Class A-R Noteholder the Eligible Investments specified in such written notice; provided that, the Trustee shall not transfer Eligible Investments to any Class A-R Noteholder as specified in such written notice if and to the extent that such transfer would cause the balance of such Class A-R Prepayment Account to decrease.

2.6. Class A-R Note Interest

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Eligible Investment Income received on Eligible Investments standing to the credit of Class A-R Prepayment Accounts shall be payable to the applicable Holders of the Class A-R Notes as and to the extent provided in the Indenture.

3. CONDITIONS PRECEDENT TO BORROWINGS

3.1. Conditions to Funding.

The obligation of any Class A-R Noteholder to fund its Commitment Percentage of any Borrowing under Section 2.1 is subject to the following conditions:

(a) at the time of such Borrowing, the Commitment Termination Date shall not have occurred;

(b) the Indenture shall have been executed and delivered by each party thereto;

(c) no Event of Default shall have occurred and be continuing; and

(d) the amount of such Borrowing is equal to or greater than the Minimum Borrowing Amount.

3.2. Representations regarding Conditions.

Each Borrowing and the delivery of the related Borrowing Request shall be deemed to constitute a representation and warranty by the Issuer on the date thereof that the conditions specified in sub-sections (a) through (e) of Section 3.1 are satisfied.

4. ASSIGNMENTS

4.1. Assignment

(a) Successors and Assigns; General Prohibition. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7.1(b) hereof, no Person other than the parties hereto, their respective successors and assigns and, to the extent expressly contemplated by the Indenture, the Secured Parties as beneficiaries of the Grant of the Issuer provided for in the Indenture shall have any rights under this Agreement. Neither this Agreement nor any right or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) or delegated by any party hereto. Any purported transfer that is not in compliance with this provision will be void.

(b) Permitted Assignments of Class A-R Notes and Obligations under this Agreement;.

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(i) Subject to the requirements set forth in the Indenture with respect to transfers of Notes, a Class A-R Noteholder may assign all of its rights and obligations hereunder (in whole but not in part) in respect of a specified Aggregate Outstanding Amount of its Class A-R Notes to an assignee if (i) all conditions precedent to the transfer of the relevant Class A-R Notes specified in the Indenture and in the legend on the Class A-R Note have been satisfied; (ii) the transferee and transferor have complied with all the requirements set forth in the Indenture, including Section 2.5 of the Indenture and any eligibility requirements for any Noteholder of Class A-R Notes; (iii) the representations set forth on the transfer certificates or other documents required under the Indenture with respect to its acquisition of a Class A-R Note are true with respect to such assignee; and (iv) the parties to such assignment shall have executed and delivered to the Trustee a duly completed Assignment and Acceptance. Any such assignment by a Class A-R Noteholder shall be effected by the execution and delivery to the Revolving Credit Note Agent of (A) a duly completed Assignment and Acceptance executed by the transferee and any other items required under Section 2.5 of the Indenture and (B) the physical security representing the Class A-R Notes to be transferred by the Class A-R Noteholder. Upon satisfaction of the conditions to such assignment, (1) the Issuer shall execute (x) a new Class A-R Note in the name of the assignee; and (y) if the assigning Class A-R Noteholder is retaining a portion of the Aggregate Outstanding Amount of its Class A-R Notes following such transfer, a new Class A-R Note in the name of the assigning Class A-R Noteholder reflecting the portion so retained; and (2) the Trustee shall authenticate and deliver such Class A-R Note(s) to the relevant Class A-R Noteholder(s). From and after the Effective Date (as defined in the applicable Assignment and Acceptance), the Revolving Credit Note Agent shall reflect the assignment of the Class A-R Notes in the Class A-R Note Register and shall direct the Trustee to make all payments in respect of the assigned portion of the Class A-R Notes (including, without limitation, all payments of principal, interest and fees with respect thereto) to the new Class A-R Noteholder as reflected in the Class A-R Note Register. For avoidance of doubt, in transferring all or a portion of a Class A-R Note to a transferee in accordance with this Section 4.1(b)(i), such Class A-R Noteholder is simultaneously transferring an equivalent share of its then-existing Class A-R Commitment Amount to such transferee.

(ii) [Reserved]

(iii) [Reserved]

(iv) Notwithstanding any other provision of this Agreement, until the occurrence of the Repo Termination Date, CM Finance Inc. may not transfer any of its interests in the Class A-R Notes to any party other than any other party as may be agreed to by UBS AG, London Branch.

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(c) Trustee and Revolving Credit Note Agent Duties in Respect of Assignments. The Trustee and the Revolving Credit Note Agent shall have no obligation with respect to determining whether any transfer or assignment is permitted hereunder and whether the representations set forth in any transfer certificate or other document are true with respect to it; provided that, in the case of any such certificates or forms which by any provision of this Agreement are specifically required to be furnished to the Trustee or the Revolving Credit Note Agent, the Trustee and the Revolving Credit Note Agent shall be under a duty to examine the same to determine whether or not they substantially conform on their face to the requirements of this Agreement (or the Indenture, as the case may be) and shall promptly notify the party delivering the same and the Collateral Manager if such certificate or form does not conform.

4.2. Rights of Assignee under this Agreement

Upon any assignment in accordance with Section 4.1(b), the assignee receiving such assignment shall be a party hereto and have all of the rights and obligations of a Class A-R Noteholder hereunder with respect to its Class A-R Notes and all of the rights and obligations hereunder. In addition, the related assigning Noteholder shall, to the extent of the interest assigned, be released from its obligations hereunder (and, in the case of an Assignment and Acceptance covering all of the assigning Noteholder’s rights and obligations under this Agreement and in respect of Class A-R Notes, such Noteholder shall cease to be a party hereto).

4.3. Notice of Assignment

Each Class A-R Noteholder that is assigning any of its rights and obligations under this Agreement or any Class A-R Notes shall provide notice to the Revolving Credit Note Agent, the Issuer, the Trustee and the Collateral Manager of such assignment of any interest in any Class A-R Note or any of its rights or obligations under this Agreement.

4.4. Class A-R Note Register; Information

(a) The Class A-R Note Registrar shall record in the Class A-R Note Register: (i) the names and addresses of the Class A-R Noteholders, (ii) the Class A-R Commitment Amount of and Outstanding Class A-R Funded Amount owing to each Class A-R Noteholder from time to time and (iii) the amounts (if any) that each Class A-R Noteholder has deposited in a Class A-R Prepayment Account. The entries in the Class A-R Note Register shall be conclusive and binding for all purposes (including as to the entitlement to exercise voting and other consensual rights), absent manifest error, and the Issuer, the Trustee, the Revolving Credit Note Agent and the Class A-R Noteholders may treat each Person whose name is recorded in the Class A-R Note Register as a Class A-R Noteholder hereunder for all purposes of this Agreement. Neither the Revolving Note Credit Agent nor the Trustee shall have any liability for any failure or delay in making any payment or providing any notice hereunder due to a failure of any Class A-R Noteholder to provide to the Revolving Note Credit

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Agent or the Trustee contact information, payment instructions or any other information necessary for the distributions or notices required hereunder.

(b) On each date that (i) a Borrowing is funded pursuant to the terms hereof, (ii) any Outstanding Class A-R Funded Amount or Class A-R Prepayment Account or any interest therein is assigned to any other Person or (iii) the Outstanding Class A-R Funded Amount is, or funds or other property on deposit in any Class A-R Prepayment Account are, reduced or increased, a duly authorized officer, employee or agent of the Class A-R Note Registrar shall make appropriate notations in the Class A-R Note Register of the amount of such Borrowing, assignment, reduction or increase, as applicable, and the allocation of the amount of such Borrowing, assignment, reduction or increase, as applicable, among the Holders of the Class A-R Notes, as applicable, and shall promptly report the same to the Trustee for notation in its records.

(c) The Class A-R Note Registrar will, promptly following a request from the Trustee, provide such information to the Trustee regarding the date and amount of each Borrowing and any other information pertinent to the performance by the Trustee of its duties under the Indenture as the Trustee may reasonably request.

5. REPRESENTATIONS AND WARRANTIES

5.1. Representations and Warranties of the Issuer

The Issuer hereby represents and warrants to each Class A-R Noteholder as follows:

(a) it has full power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;

(b) the execution, delivery and performance by it of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate in any material respect any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it or any material agreement to which it is a party or is bound or subject;

(c) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and

(d) all approvals and authorizations of, all filings with, and all actions by, any governmental or other administrative or judicial authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained.

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5.2. Representations and Warranties of each Class A-R Noteholder

Each Class A-R Noteholder hereby represents and warrants to the Issuer as follows:

(a) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement;

(b) the execution, delivery and performance by it of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it;

(c) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));

(d) all approvals and authorizations of, all filings with and all actions by any governmental or other administrative or judicial authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained;

(e) on the date on which it becomes a party to this Agreement (whether on the date hereof or thereafter pursuant to Section 4), all representations set forth in the transfer certificates or other documents required under the Indenture with respect to its acquisition of a Class A-R Note and the Assignment and Acceptance, as applicable, are true with respect to it; and

(f) such Class A-R Noteholder has delivered to the Issuer (or shall promptly deliver upon request by the Trustee or the Issuer) an investor letter and certification (generally, an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code or an Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code) in a form satisfactory to the Issuer, each duly executed and completed.

6. THE REVOLVING CREDIT NOTE AGENT

(a) The Issuer hereby irrevocably appoints the Revolving Credit Note Agent as its agent hereunder and under the Indenture as provided herein.

(b) The Revolving Credit Note Agent shall not have any duties or obligations except those expressly set forth herein and in the Indenture. Without limiting the generality

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of the foregoing, (i) the Revolving Credit Note Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Revolving Credit Note Agent shall not have any duty to take any discretionary action or exercise any discretionary powers and (iii) the Revolving Credit Note Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuer or any of its subsidiaries that is communicated to or obtained by the bank serving as Revolving Credit Note Agent or any of its Affiliates in any capacity. The Revolving Credit Note Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Issuer or in the absence of its own fraud, gross negligence or willful misconduct. The Revolving Credit Note Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Revolving Credit Note Agent by the Issuer or a Class A-R Noteholder, and the Revolving Credit Note Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (D) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, (E) the satisfaction of any condition set forth in Section 3 or elsewhere herein or therein, other than (in each case) to confirm receipt of items expressly required to be delivered to the Revolving Credit Note Agent, or (F) whether the Repo Termination Date has occurred.

(c) The Revolving Credit Note Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, in the absence of bad faith on its part, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Revolving Credit Note Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Revolving Credit Note Agent may consult with legal counsel (who may be counsel for the Issuer), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(d) The Revolving Credit Note Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Revolving Credit Note Agent. The Revolving Credit Note Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding sub-sections shall apply to any such sub-agent and to the Related Parties of the Revolving Credit Note Agent and any such sub-agent; provided that, the Revolving Credit Note Agent shall not be relieved of any of its obligations hereunder by virtue of any appointment of a sub-agent.

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(e) Subject to the appointment and acceptance of a successor Revolving Credit Note Agent as provided in this sub-section (e), the Revolving Credit Note Agent may resign at any time by notifying the Issuer (with a copy to the Collateral Manager). Upon any such resignation, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall appoint a successor Revolving Credit Note Agent meeting the requirements set forth below. If no successor shall have been so appointed by the Issuer and shall have accepted such appointment within 30 days after the retiring Revolving Credit Note Agent gives notice of its resignation, then the retiring Revolving Credit Note Agent may, on behalf of the Issuer, petition a court of competent jurisdiction for the appointment of a successor Revolving Credit Note Agent. Any successor Revolving Credit Note Agent shall be a bank with an office in New York City or an Affiliate of any such bank having a combined capital and surplus of at least U.S.$200,000,000, having a credit rating of “BBB+” or better by S&P and “Baa1” or better by Moody’s (and if rated “Baal”, such rating not on watch for downgrade). Upon the acceptance of its appointment as Revolving Credit Note Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Revolving Credit Note Agent and the retiring Revolving Credit Note Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Issuer to a successor Revolving Credit Note Agent (including a successor appointed pursuant to the last sentence of this sub-section (e)) shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the Revolving Credit Note Agent’s resignation hereunder, the provisions of Section 2.4(c) and this Section 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Revolving Credit Note Agent. Notwithstanding the foregoing, the Revolving Credit Note Agent may resign its duties hereunder without any requirement that a successor Revolving Credit Note Agent be obligated hereunder and without any liability for further performance of any duties hereunder upon at least 60 days prior written notice to the Issuer of termination upon the occurrence of any of the following events and the failure to cure such event within such 60-day notice period: (i) failure of the Issuer to pay any of the Revolving Credit Note Agent Expenses or (ii) failure of the Issuer to provide any indemnity payment or expense reimbursement to the Revolving Credit Note Agent required under this Agreement upon the receipt by the Issuer of a written request for such payment or reimbursement, in each case, when funds are available therefor in the Expense Account. Upon receipt of any such resignation notice, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall appoint a successor Revolving Credit Note Agent meeting the requirements set forth above and shall use its reasonable best efforts to effect such appointment within such notice period.

(f) Every successor Revolving Credit Note Agent appointed hereunder shall execute, acknowledge and deliver to the Issuer and the retiring Revolving Credit Note Agent an instrument accepting such appointment. Upon delivery of the required instrument, the resignation or removal of the retiring Revolving Credit Note Agent shall become effective and such successor Revolving Credit Note Agent, without any

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other act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of the retiring Revolving Credit Note Agent; provided that, upon request of the Issuer or the successor Revolving Credit Note Agent, such retiring Revolving Credit Note Agent shall, upon payment of its fees and expenses then unpaid, execute and deliver an instrument transferring to such successor Revolving Credit Note Agent all the rights, powers and trusts of the retiring Revolving Credit Note Agent.

(g) Each Class A-R Noteholder acknowledges that it has, independently and without reliance upon the Revolving Credit Note Agent or any other Person and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Class A-R Noteholder also acknowledges that it will, independently and without reliance upon the Revolving Credit Note Agent or any other Person and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder.

(h) The Revolving Credit Note Agent shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent or instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Revolving Credit Note Agent may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the Revolving Credit Note Agent shall not be responsible for any misconduct or negligence on the part of any non-affiliated appointed agent, or non-affiliated attorney, appointed hereunder with due care by it.

(i) Anything in this Agreement notwithstanding, in no event shall the Revolving Credit Note Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Revolving Credit Note Agent has been advised of such loss or damage and regardless of the form of action.

(j) No provision of this Agreement shall be construed to relieve the Revolving Credit Note Agent from liability for its own fraud, gross negligence or willful misconduct, except that (i) this subsection shall not be construed to limit the effect of sub-sections (b) and (c) of this Section 6; (ii) the Revolving Credit Note Agent shall not be liable for any error of judgment made in good faith by an Officer, unless it shall be proven that the Revolving Credit Note Agent was grossly negligent in ascertaining the pertinent facts; and (iii) no provision of this Agreement shall require the Revolving Credit Note Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds

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for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(k) The Revolving Credit Note Agent shall not be accountable for the use by the Issuer of the proceeds from the Class A-R Notes, shall not be responsible for any statement of the Issuer or a Class A-R Noteholder in this Agreement or the Indenture or in any document issued in connection with the sale of the Class A-R Notes and shall in no event assume or incur any liability, duty or obligation to any Class A-R Noteholder. Under no circumstances shall the Revolving Credit Note Agent be liable for indebtedness evidenced by or arising under the Indenture or any related documents, including the amounts payable on the Class A-R Notes.

(l) Notwithstanding anything in this Agreement to the contrary, the Revolving Credit Note Agent shall not be responsible for enforcing the provisions of this Agreement (including collection actions hereunder) against any Class A-R Noteholder at any time.

(m) The provisions of this Section 6 shall survive the termination of this Agreement and the resignation or removal of the Revolving Credit Note Agent.

7. MISCELLANEOUS

7.1. Waivers; Amendments; Etc.

(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties to this Agreement hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 7.1(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the funding of a Borrowing shall not be construed as a waiver of any Event of Default, regardless of whether the Revolving Credit Note Agent or any Class A-R Noteholder may have had notice or knowledge of such Event of Default at the time.

(b) Amendments. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Issuer and the Class A-R Noteholders or by the Issuer and the Revolving Credit Note Agent with the consent of the Class A-R Noteholders; provided that, no such agreement shall amend, modify or otherwise affect the (i)

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rights or duties of the Revolving Credit Note Agent or the Trustee hereunder without the prior written consent of the Revolving Credit Note Agent or the Trustee, as the case may be; or (ii) rights or duties of the Collateral Manager hereunder or under the Collateral Management Agreement or the Indenture without the prior written consent of the Collateral Manager.

(c) Third Party Beneficiaries. Each covenant and other agreement under this Agreement stated to be owing by any party hereto to the Collateral Manager is expressly intended to be made for the benefit of the Collateral Manager, and the Collateral Manager is an express third party beneficiary of each such covenant or other agreement and is entitled to enforce each such covenant or agreement (without regard to any modification thereof which is adverse to the Collateral Manager) without any act or notice of acceptance hereof or reliance hereon, all as if the Collateral Manager were a party hereto.

7.2. Notices, Etc.

All notices and other communications under or in connection with this Agreement shall be given or made in writing (including by telex) to the intended recipient at its “Address for Notices” specified under its signature hereto or in its Assignment and Acceptance; or, as to any party (including the Collateral Manager), at such other address as shall be set forth in Section 14.3 of the Indenture or as shall be designated by such party in a notice to each other party. The Revolving Credit Note Agent shall (a) forward any Notices received by the Revolving Credit Note Agent under the Indenture to each Class A-R Noteholder; and (b) promptly (and in any event within one Business Day after receipt of the information) notify the Collateral Manager if any existing Class A-R Noteholder disposes of its Class A-R Notes or any additional Class A-R Noteholder acquires any Class A-R Notes (together with the notice details for Notices of Borrowing for such additional Class A-R Noteholder) such that the Collateral Manager has the information that it requires with respect to the Class A-R Noteholders in order to deliver Notices of Borrowing on behalf of the Issuer.

7.3. Captions

The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

7.4. Governing Law; Jurisdiction; Venue

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

With respect to any suit, action or proceedings relating to this Agreement or any matter between the parties arising under or in connection with this Agreement (“Proceedings”), each party irrevocably: (a) submits to the non-exclusive jurisdiction of the Supreme Court

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of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from any thereof; and (b) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

7.5. Consent to Service of Process

Each party to this Agreement irrevocably consents to service of process by personal delivery, certified mail, postage prepaid or overnight courier. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

7.6. Waiver of Jury Trial

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING. Each party hereby (a) certifies that no representative, agent or attorney of any other has represented, expressly or otherwise, that such other would not, in the event of a Proceeding, seek to enforce the foregoing waiver; and (b) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

7.7. Execution in Counterparts

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

7.8. Tax Treatment of Notes

Each of the Issuer, the Revolving Credit Note Agent, the Trustee and each Class A-R Noteholder hereby agrees to treat the Class A-R Notes as indebtedness solely of the Issuer for U.S. Federal, and, to the extent permitted by law, state and local income and franchise tax purposes, to report all income (or loss) in accordance with such characterization and not to take any action inconsistent with such treatment unless otherwise required by any relevant taxing authority.

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7.9. Transfer Taxes

Any applicable stamp duties or other transfer taxes and duties (including notarial fees) and any costs attributable to the sale and purchase of the Class A-R Notes shall be payable by the Issuer in accordance with the Priority of Payments.

7.10. Severability

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

7.11. Further Assurances

Each of the Issuer and each Class A-R Noteholder hereby agrees to execute and deliver such other instruments, and take such other actions, as the other parties may reasonably request in connection with the transactions contemplated by this Agreement.

7.12. Limited Recourse, Non-Petition as to the Issuer

The Class A-R Notes will be limited recourse debt obligations of the Issuer, and all obligations of the Issuer under this Agreement are limited-recourse obligations of the Issuer, and are payable solely from the Collateral Granted by the Issuer to secure the Notes in accordance with the Priority of Payments and, following the exhaustion of the Collateral under the Indenture, all obligations of and claims against the Issuer hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. None of the Collateral Manager, the Trustee or the Collateral Administrator or any incorporator, stockholder, affiliate, officer, member, manager, partner, employee or director of the Issuer, the Collateral Manager, the Trustee or the Collateral Administrator, or any of their respective affiliates or any other Person will be obligated to make payments on the Class A-R Notes or hereunder. No recourse shall be had against any officer, member, director, employee, securityholder or incorporator of the Issuer or its successors or assigns for the payment of any amounts payable under the Class A-R Notes or this Agreement. Notwithstanding any provision of this Agreement, each Class A-R Noteholder hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, moratorium or

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liquidation proceedings or other proceedings under any law or jurisdiction against the Issuer before 366 days have elapsed or, if longer, the applicable preference period then in effect (including, without limitation, any period established pursuant to the laws of the Cayman Islands) (plus one day) after the payment in full of all Notes issued under the Indenture. The provisions of this Section 7.12 shall survive the termination of this Agreement.

7.13. Prior Agreements

This Agreement amends, restates and supersedes that certain Amended and Restated Revolving Credit Note Agreement dated as of November 20, 2017, between the Issuer, the Trustee, the Class A-R Noteholders and the Revolving Credit Note Agent.

7.14. Rights of Trustee

In executing and performing its duties under this Agreement, the Trustee shall have all the rights, benefits, protections, indemnities and immunities afforded to it under the Indenture, including Article 6 thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

CM FINANCE SPV LTD.,

as Issuer

By:

Name:

Title:

Address for Notices:

c/o CM Finance Inc.

65 East 55^th Street, 15^th Floor

New York, NY 10022

Attention:	Matt Bannon and Rocco DelGuercio
Telephone no.:	(212) 257-5193
Email:	cjansen@cmipllc.com
	rdelguercio@cmipllc.com
	ops@cyruscapital.com

U.S. BANK NATIONAL ASSOCIATION,

as Revolving Credit Note Agent

By:

Name:

Title:

Address for Notices:

8 Greenway Plaza, Suite 1100

Houston, Texas 77046

Attention: Global Corporate Trust Services – CM Finance SPV. Ltd.

Email: CM.Finance.SPV@usbank.com

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

Address for Notices:

8 Greenway Plaza, Suite 1100

Houston, Texas 77046

Attention: Global Corporate Trust Services – CM Finance SPV. Ltd.

Email: CM.Finance.SPV@usbank.com

ABS #: 011-000-028

Account #: 00608836

Account Name: CM Finance SPV Loan Account

Reference: CYB1 – Borrower Name & Activity

CM FINANCE INC.,

as Class A-R Noteholder

By:

Name:

Title:

Address for Notices:

65 East 55^th Street, 15^th Floor

New York, NY 10022

UBS AG, LONDON BRANCH,

as Class A-R Noteholder

By:

Name:

Title:

By:

Name:

Title:

Address for Notices:

1285 Avenue of the America

New York, NY

10019-6064

Tel: +1-203-719-2321

Email:ol-us_sct_structuredfunding@ubs.com

EXHIBIT A

FORM OF NOTICE OF BORROWING

[DATE]

U.S. BANK NATIONAL ASSOCIATION,

8 Greenway Plaza, Suite 1100

Houston, Texas 77046

Attention: Global Corporate Trust Services – CM Finance SPV. Ltd.

Email: CM.Finance.SPV@usbank.com

[Insert Notice Details for each current Class A-R Noteholder]

Ladies and Gentlemen:

Reference is hereby made to (i) that certain Sixth Amended and Restated Indenture, dated as of June 21, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) between CM Finance SPV Ltd., an exempted company with limited liability incorporated under the law of the Cayman Islands (the “Issuer”), and U.S. Bank National Association, as Trustee and as Bank; and (ii) that certain Second Amended and Restated Revolving Credit Note Agreement, dated as of June 21, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) between the Issuer, certain other parties, U.S. Bank National Association, as Revolving Credit Note Agent and the Trustee. Terms defined in the Indenture or the Agreement and used herein shall have the meanings given such terms in the Indenture or the Agreement.

The Issuer hereby gives you notice, irrevocably, pursuant to Section 2.1(b) of the Agreement that the Issuer hereby requests a Borrowing under the Agreement (the “Proposed Borrowing”) and, in that connection, sets forth below the information relating to such Proposed Borrowing as required pursuant to the terms of the Agreement:

(a) The Business Day of the Proposed Borrowing is [______].

(b) The aggregate principal amount of the Proposed Borrowing is U.S.$[______].

(c) The aggregate principal amount of the Proposed Borrowing is greater than or equal to the Minimum Borrowing Amount.

(d) The total amount of outstanding Borrowings after giving effect to the Proposed Borrowing is U.S.$[___________].

(e) The total amount of the Remaining Unfunded Facility Commitment after giving effect to the Proposed Borrowing is U.S.$[___________].

Payment shall be made by wire transfer to the Trustee pursuant to the following wire transfer instructions:

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[INSERT PAYMENT INSTRUCTIONS]

The submission of this notice constitutes a certification of the Issuer that the conditions to such Borrowing set forth in Section 3 of the Agreement have been satisfied or waived by each Class A-R Noteholder as of the date of the Proposed Borrowing.

CM FINANCE SPV LTD.

By: CM INVESTMENT PARTNERS LLC, as Collateral Manager

By: MMCMIP LLC, as Managing Member

By:

Name:

Title: MMCMIP Designee

- II-

EXHIBIT B

FORM OF ASSIGNMENT AND ACCEPTANCE

[DATE]

ASSIGNMENT AND ACCEPTANCE, dated [________] (the “Assignment and Acceptance”), among _____________________ (“Assignor”) and _____________________ (“Assignee”).

Reference is hereby made to (i) that certain Sixth Amended and Restated Indenture, dated as of June 21, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between CM Finance SPV Ltd., an exempted company with limited liability incorporated under the law of the Cayman Islands (the “Issuer”), and U.S. Bank National Association, as Trustee and as Bank; and (ii) that certain Second Amended and Restated Revolving Credit Note Agreement, dated as of June 21, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between the Issuer, certain other parties, U.S. Bank National Association, as Revolving Credit Note Agent and the Trustee. Terms defined in the Indenture or the Agreement and used herein shall have the meanings given such terms in the Indenture or the Agreement.

Assignor hereby sells and assigns, without recourse, to Assignee, and Assignee hereby purchases and assumes, without recourse, from Assignor, effective as of the Effective Date (as defined below), a [_____]% interest (the “Assigned Interest”) in all of Assignor’s rights and obligations under the Agreement, the Indenture and under any other Transaction Documents, and in the interests in the Class A-R Notes of Assignor in existence on the Effective Date, together with the rights of Assignor to payment in respect of outstanding principal and accrued and unpaid interest relating to such Assigned Interest. The Outstanding Class A-R Funded Amount allocated to the Assigned Interest is U.S.$[______].

Each of Assignor and Assignee hereby agrees to be bound by all the agreements set forth in the Indenture or the Agreement (including Section 4.1 of the Agreement), a copy of each of which has been received by each such party. From and after the Effective Date, (i) Assignee shall be a party to and be bound by the provisions of the Agreement and the Indenture and, to the extent of the interests assigned pursuant to this Assignment and Acceptance, have the rights and obligations of a Class A-R Noteholder thereunder, and (ii) to the extent of the interests assigned by this Assignment and Acceptance, Assignor hereby relinquishes its rights and is released from its obligations under the Agreement.

Assignor hereby represents and warrants that the Assigned Interest to be sold hereby is owned by Assignor free and clear of any liens, claims or encumbrances created or suffered to exist by Assignor. Except as otherwise set forth in the foregoing sentence, or as otherwise agreed in writing by Assignor, Assignor makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Agreement, any Class A-R Note or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any Class A-R Note, or (ii) the business condition (financial or otherwise), operations, properties or prospects of the Issuer, the Collateral Manager

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or any Affiliate of any thereof or the performance or observance by any party of any of its obligations under the Indenture, the Agreement or otherwise.

Assignee hereby (i) confirms that it has received a copy of the Agreement, the Indenture, and such other documents and information requested by it, and that it has, independently and without reliance upon the Trustee, the Revolving Credit Note Agent, the Collateral Manager, the Assignor, or any other Person, and based on such documentation and information as it has deemed appropriate, made its own decision to enter into this Assignment and Acceptance; (ii) agrees that it shall, independently and without reliance upon the Trustee, the Revolving Credit Note Agent, the Collateral Manager, the Assignor, or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (iii) confirms that it satisfies the eligibility requirements for any Noteholder of Class A-R Notes set forth in the Indenture and that the representations set forth in the transfer certificates or other documents required under the Indenture with respect to its acquisition of a Class A-R Note are true with respect to it; (iv) makes each representation and warranty set forth in Section 5.2 of the Agreement as if set out in full herein, each of which is true and correct on and as of the date hereof; (v) agrees that it shall perform in accordance with their terms all of the obligations that by the terms of the Agreement and the Indenture are required to be performed by it as a Class A-R Noteholder; (vi) specifies as its address for notices the office set forth below; and (vii) in the event that Assignee is organized under the laws of a jurisdiction other than the United States or a state thereof, represents and warrants that attached to this Assignment and Acceptance are the forms and certificates required pursuant to Section 2.5 of the Indenture, accurately completed and duly executed, pursuant to which forms and certificates each of the Issuer and the Trustee may make payments to, and deposit funds to or for the account of, Assignee hereunder and under the Indenture without any deduction or withholding for or on account of any tax.

The effective date for this Assignment and Acceptance shall be the later of (A) the date on which the Revolving Credit Note Agent confirms that this Assignment and Acceptance on its face satisfies the requirements of the Agreement, and (B) [__________ _____, 20__] (the later of such dates being the “Effective Date”).

Each of the Assignor and the Assignee hereby agrees that the Trustee, the Revolving Credit Note Agent, the Issuer and the Collateral Manager are third-party beneficiaries of this Assignment and Acceptance.

From and after the Effective Date, the Revolving Credit Note Agent shall reflect the assignment of the Assigned Interest hereunder in the Class A-R Note Register and shall direct the Trustee to make all payments in respect of the Assigned Interests assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to Assignee as reflected in the Class A-R Note Register. Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement and the Assigned Interests for periods prior to the Effective Date directly between themselves.

Assignee agrees that it shall deliver to the Issuer a properly completed and executed “Entity Self-Certification Form” or “Individual Self-Certification Form”, as applicable (in the forms published

- IV-

by the Cayman Islands Department for International Tax Cooperation, which forms can be obtained at http://www.tia.gov.ky/pdf/CRS_Legislation.pdf).

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

Legal Name of Assignor:

Legal Name of Assignee:

Registered Name on Class A-R Note:

[Federal Tax Identification Number of Assignee:]

Assignee’s Address for Notices:

[Address]

[Telephone]

[Email]

Assignee’s Wiring Instructions:

[_____]

A. Immediately after giving effect to this Assignment and Acceptance, the aggregate Outstanding Class A-R Funded Amount of Assignee’s interest in the Class A-R Note is U.S.$[______] and its Class A-R Commitment Amount is U.S.$[______].

B. Immediately after giving effect to this Assignment and Acceptance, the aggregate Outstanding Class A-R Funded Amount of Assignor’s interest in the Class A-R Note is U.S.$[______] and its Class A-R Commitment Amount is U.S.$[______].

[ASSIGNOR]

By:

Name:

Title:

[ASSIGNEE]

By:

Name:

Title:

- V-

Attachment: Duly endorsed certificate representing the Class A-R Note

- VI-

EX-99.10.2

EXECUTION VERSION

SIXTH SUPPLEMENTAL INDENTURE, dated as of June 21, 2019 (this Sixth Supplemental Indenture), between CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the Issuer); and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, together with its permitted successors and assigns in the trusts under the Indenture, the Trustee) and, solely as expressly specified in the Indenture, in its individual capacity (the Bank).

WHEREAS, the Issuer, the Trustee and the Bank have previously entered into that certain Fifth Amended and Restated Indenture, dated as of November 20, 2017 (the Original Indenture), between the Issuer, the Trustee and the Bank.

WHEREAS, the parties agree that this Sixth Supplemental Indenture shall constitute a supplemental indenture for purposes of Article VIII of the Indenture and wish to amend and restate the Original Indenture by entering into this Sixth Supplemental Indenture.

WHEREAS, Section 8.2 of the Original Indenture provides that the Original Indenture may be amended for a purpose not permitted under Section 8.1 of the Original Indenture, with the written consent of each Holder and the Collateral Manager.

WHEREAS, the Issuer has requested (i) that, pursuant to and in accordance with the terms and conditions of this Sixth Supplemental Indenture, the Trustee agree that the Original Indenture shall be amended and restated in the form of the Sixth Amended and Restated Indenture, dated as of June 21, 2019 (as attached hereto as Exhibit A, the Indenture), between the Issuer, the Trustee and the Bank, and (ii) that each Holder and the Collateral Manager consent to such amendment and restatement.

ACCORDINGLY, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions

Capitalized terms used but not defined herein have the respective meanings given to such terms in the Indenture.

2. Amendments

With effect from and including the Effective Date (as defined in Section 3), the Original Indenture shall be amended and restated so that it shall be read and construed as set out in the Indenture attached hereto as Exhibit A.

3. Conditions Precedent to Effective Date

Page 1

This Sixth Supplemental Indenture shall become effective on and as of the date (the Effective Date) on which each of the following conditions precedent shall have been satisfied:

(a) Sixth Supplemental Indenture. This Sixth Supplemental Indenture shall have been duly executed and delivered by each party hereto.

(b) Termination of TRS Confirmations: The termination agreement in respect of each Confirmation exchanged under the ISDA 2002 Master Agreement and Schedule and Credit Support Annex, each dated as of May 20, 2013 (as amended, restated, supplemented or otherwise modified from time to time)), between UBS AG, London Branch and the Sole Shareholder.

(c) Amendments to Transaction Documents. (1) The second amended and restated Revolving Credit Note Agreement (the Amended RCNA), (2) the amended Contribution Agreement (the Amended Issuer Contribution Agreement), and (3) the amended and restated Account Control Agreement (the Amended Account Control Agreement) and (4) the Amendment Agreement, which amends and restates the Collateral Administration Agreement and the Collateral Management Agreement shall have been duly executed and delivered by each party thereto.

(d) Class A-2 Placement Agency Agreement: (1) The Class A-2 Placement Agency Agreement shall have been duly executed and delivered by each party thereto, and (2) the conditions set out in Section 6 thereto have been satisfied or otherwise waived by UBS as of the Amendment and Restatement Date.

(e) Class A-2 Notes Subscription Agreement: The A-2 Notes Subscription Agreement shall have been duly executed and delivered by each party thereto.

(f) Global Master Repurchase Agreement: The Global Master Repurchase Agreement shall have been duly executed and delivered by each party to the Global Master Repurchase Agreement.

(The documents described in clauses (a) through (f) above are collectively, the 2019 Transaction Documents).

(g) Representations and Warranties. Each of the representations and warranties contained in the Indenture and the 2019 Transaction Documents is true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(h) Corporate Documents. The Trustee shall have received the following corporate documents:

(i) Officers’ Certificates of the Issuer

Page 2

(A) An Officer’s certificate of the Issuer, dated as of the date hereof, (a) evidencing the authorization of the execution and delivery on behalf of the Issuer of (1) the 2019 Transaction Documents and (2) such related documents as may be required for the purpose of the transactions contemplated in the Indenture and the 2019 Transaction Documents; and (b) certifying that (1) the copies of the Authorizing Resolution and Constitutive; Documents attached thereto are, in each case, a true and complete copy thereof; (2) such authorizations have not been amended or rescinded and are in full force and effect on and as of the date hereof; (3) the Officers of the Issuer authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon; and (4) all Portfolio Asset Obligors on all Portfolio Assets have been directed to make all payments under the relevant Underlying Instrument in respect of such Portfolio Asset directly to the Collection Account; (5) all of the conditions precedent set forth in Section 3 of this Supplemental Indenture have been met.

(B) An Officer’s certificate of the Issuer, dated as of the date hereof, stating that, to the Officer’s knowledge, (a) the Issuer is not in default under the Original Indenture; (b) all conditions precedent provided in the Original Indenture relating to the entry into this Sixth Supplemental Indenture have been satisfied or waived; (c) all conditions precedent provided in the Indenture relating to the authentication and delivery of the Class A-2 Notes applied for by it have been complied with; (d) all conditions precedent provided in the Class A-2 Placement Agency Agreement have been complied with or otherwise waived by UBS; (e) the issuance of the Class A-2 Notes by the Issuer 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; (f) all expenses due or accrued with respect to the issuance and sale of such Class A-2 Notes or relating to actions taken on or in connection with the Amendment and Restatement Date have been paid or reserves therefor have been made; and (g) all of its representations and warranties contained in the Indenture and the 2019 Transaction Documents are true and correct as of the date hereof.

(ii) Officers’ Certificate of the Sole Shareholder. An Officer’s certificate of the Sole Shareholder, dated as of the date hereof, (A) evidencing the authorization by Authorizing Resolution of the

Page 3

execution and delivery of (1) the 2019 Transaction Documents to which the Sole Shareholder is a party; and (2) such related documents as may be required for the transaction contemplated by the Indenture and the 2019 Transaction Documents; and (B) certifying that (1) the copies of the Authorizing Resolution and Constitutive Documents attached thereto are, in each case, a true and complete copy thereof; (2) such resolutions have not been amended or rescinded and are in full force and effect on and as of the date hereof; and (3) the Officers of the Sole Shareholder or its manager authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(iii) Officers’ Certificate of the Collateral Manager. An Officer’s certificate of the Collateral Manager, dated as of the date hereof, (A) evidencing the authorization by Authorizing Resolution of the execution and delivery of (1) the 2019 Transaction Documents to which the Collateral Manager is a party; and (2) such related documents as may be required for the transaction contemplated by the Indenture and the 2019 Transaction Documents; and (B) certifying that (1) the copies of the Authorizing Resolution and Constitutive Documents attached thereto are, in each case, a true and complete copy thereof; (2) such resolutions have not been amended or rescinded and are in full force and effect on and as of the date hereof; and (3) the Officers of the Collateral Manager or its manager authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(i)        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 with an Opinion of Counsel of the Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Notes or (B) an Opinion of Counsel of the Issuer that no such authorization, approval or consent of any governmental body is required for the valid issuance of the Notes except as has been given.

(j)        Legal Opinions. The Trustee shall have received the following legal opinions:

(i)        U.S. Counsel Opinions. Opinion of Alston & Bird LLP, counsel to the Trustee and the Collateral Administrator, and Morgan, Lewis & Bockius LLP, counsel to the Issuer, Sole Shareholder and Collateral Manager, each dated the Amendment and Restatement Date, each in form and substance satisfactory to the Issuer and UBS.

Page 4

(ii)        Cayman Counsel Opinion. An opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Amendment and Restatement Date, in form and substance satisfactory to the Issuer and UBS.

(k)        Withholding Certificates. From each Holder acquiring the Class A-2 Notes on the Amendment and Restatement Date, either (A) a properly completed and duly executed Internal Revenue Service Form W-9 or (B) a properly completed and duly executed Internal Revenue Service Form W-8IMY to which are attached forms described in clause (A) in respect of each beneficial owner of the Class A-2 Notes.

4. Representations and Warranties; Covenants; other Agreements

(a) Each party hereto represents and warrants that this Sixth Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b) From time to time, each of the parties hereto will promptly execute and deliver all such further instruments, certificates and documents, and take all such further actions as any one of them may deem to be necessary, advisable, convenient or proper to carry out the intent of this Sixth Supplemental Indenture and the Indenture.

(c) For the purposes of this Sixth Supplemental Indenture: (i) each of the Trustee, the Collateral Administrator, the Collateral Manager and each Holder, by executing and delivering a counterpart of this Sixth Supplemental Indenture, hereby waives any right under the Transaction Documents to prior notice of this Sixth Supplemental Indenture; (ii) each Holder and the Collateral Manager, by executing and delivering a counterpart of this Sixth Supplemental Indenture, hereby provides their written consent to the execution of this Sixth Supplemental Indenture and each of the 2019 Transaction Documents to which the Trustee is a party, by the Trustee and the Issuer (pursuant to, in the case of this Sixth Supplemental Indenture, Section 8.2 of the Original Indenture); (iii) each of the Issuer, the Collateral Manager and each Holder, by executing and delivering a counterpart of this Sixth Supplemental Indenture, hereby agrees that the execution of this Sixth Supplemental Indenture is authorized and permitted by the Original Indenture and that all conditions precedent thereto have been satisfied and that, for all purposes under the Original Indenture (including Section 8.3(b) thereof), the Trustee shall be permitted to rely on this Section 4(c), and shall be fully protected in so relying on this Section 4(c), in lieu of an Opinion of Counsel; and (iv) UBS AG, London Branch by executing and delivering a counterpart of this Sixth Supplemental Indenture, hereby represents that it is the beneficial owner of 100% of the Notes having an aggregate principal amount as indicated below its signature hereto.

(d) Surrender and exchange of Class A Notes. On the Amendment and Restatement Date, the Trustee, as custodian of the Global Notes, shall cause all Global Notes

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representing Class A Notes to be surrendered for exchange, and shall cause the Class A Notes to be cancelled in accordance with Section 2.9 of the Indenture.

(e) Surrender and exchange of Class A-R Notes. (i) On the Amendment and Restatement Date, the sole Holder of the Class A-R Notes as of the date immediately prior to the Effective Date shall deliver the certificated Class A-R Notes held by it (the Existing Class A-R Note) to the Trustee for cancellation, (ii) upon receipt of such certificated Class A-R Note, the Trustee shall cause such certificated Class A-R Note to be cancelled in accordance with Section 2.9 of the Indenture, and (iii) immediately upon such cancellation, the Trustee and the Issuer shall execute a new certificated Class A-R Note which has an Aggregate Outstanding Amount of U.S.$40,000,000 as of the Effective Date, and following such execution, shall deliver such new certificated Class A-R Note to UBS AG, London Branch.

(f) Authentication of Class A-1 Global Notes. Upon receipt of the Class A-1 Global Notes, each executed by the Issuer, the Trustee shall, upon Issuer Order, authenticate and deliver the Class A-1 Global Notes as provided in the Indenture and the Issuer shall cause the Class A Note Registrar to register the beneficial interests in such Class A-1 Global Notes in the names specified in the Issuer Order.

(g) Authentication of Class A-2 Global Notes. Upon receipt of the Class A-2 Global Notes, each executed by the Issuer, the Trustee shall, upon Issuer Order, authenticate and deliver the Class A-2 Global Notes as provided in the Indenture and the Issuer shall cause the Class A Note Registrar to register the beneficial interests in such Class A-2 Global Notes in the names specified in the Issuer Order.

(h) Authentication of Class A-R Notes. Upon receipt of the Class A-R Notes, each executed by the Issuer, the Trustee shall, upon Issuer Order, authenticate and deliver the Class A-R Notes as provided in the Indenture to UBS AG, London Branch and the Issuer shall cause the Class A-R Note Registrar to register the beneficial interests in such Class A-R Notes in the names specified in the Issuer Order.

5. Miscellaneous

(a) Successors and Assigns. This Sixth Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No person or entity other than the parties hereto and their respective successors and permitted assigns shall have any rights under this Sixth Supplemental Indenture.

(b) Entire Agreement. This Sixth Supplemental Indenture constitutes the entire agreement and understanding of the parties with respect to its subject matter and

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supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

(c) Headings. The headings used in this Sixth Supplemental Indenture are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Sixth Supplemental Indenture.

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

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

(f) Waiver of Jury Trial Right. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS. Each party hereby (a) certifies that no representative, agent or attorney of any other has represented, expressly or otherwise, that such other would not, in the event of a Proceeding, seek to enforce the foregoing waiver; and (b) acknowledges that it has been induced to enter into this Sixth Supplemental Indenture by, among other things, the mutual waivers and certifications in this paragraph.

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

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Indenture by e-mail (PDF) or facsimile shall be deemed to constitute due and sufficient delivery of such counterpart.

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

(i) Acceptance by the Trustee; Certain Other Matters Relating to the Trustee. The Trustee accepts the amendments to the Original Indenture as set forth in this Sixth Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions set forth herein and in the Original Indenture set forth therein. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuer. In entering into this Sixth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Original Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee, including Sections 6.1 and 6.3 or the Original Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed and delivered by their respective signatories thereunto duly authorized as of the date first written above.

EXECUTED as a DEED by

CM FINANCE SPV LTD.,

as Issuer

By:                                                                   

Name:

Title:

Sixth Supplemental Indenture – Signature Page

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

By:                                                                                                                                                                                    

Name:

Title:

Sixth Supplemental Indenture – Signature Page

CM INVESTMENT PARTNERS LLC (as successor to CM Investment Partners, L.P.),

as Collateral Manager

By: MMCMIP LLC, as Managing Member

By:                                                                       

Name:

Title: MMCMIP Designee

Sixth Supplemental Indenture – Signature Page

UBS AG, LONDON BRANCH,

as sole Holder of Notes

By:                                                                       

Name:

Title:

By:                                                                      

Name:

Title:

Aggregate Principal Amount of Class A Notes held immediately prior to the Amendment and Restatement Date:	U.S.$200,000,000
Maximum Aggregate Principal Amount of Class A-R Notes held immediately prior to the Amendment and Restatement Date:	U.S.$100,000,000

Sixth Supplemental Indenture – Signature Page

EXHIBIT A

SIXTH AMENDED AND RESTATED INDENTURE

Exhibit A

EXECUTION VERSION

SIXTH AMENDED AND RESTATED INDENTURE (this Indenture), dated as of June 21, 2019, between CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee) and, solely as expressly specified herein, in its individual capacity (the Bank).

This Indenture amends, restates and supersedes that certain Fifth Amended and Restated Indenture, dated as of November 20, 2017 (which amended and restated the Fourth Amended and Restated Indenture, dated as of February 28, 2017, which amended and restated the Third Amended and Restated Indenture dated as of July 20, 2015, which amended and restated the Second Amended and Restated Indenture dated as of September 26, 2014, which amended and restated the Amended and Restated Indenture dated as of December 4, 2013, which amended and restated the Indenture dated as of May 23, 2013, in each case between the Issuer, the Trustee and the Bank), between the Issuer, the Trustee and the Bank.

PRELIMINARY STATEMENT

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

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

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account, the Portfolio Gains Account and the Sold PI Loan Collection Subaccount), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the

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investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all 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 (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral).

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

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

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1.        DEFINITIONS

1.1      Definitions

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. Except as otherwise specified herein or as the context may otherwise require: (i) references to an agreement or other document are to it as amended, supplemented, restated and otherwise modified from time to time and to any successor document (whether or not already so stated); (ii) references to a statute, regulation or other government rule are to it as amended from time to time and, as applicable, are to corresponding provisions of successor governmental rules (whether or not already so stated); (iii) the word “including” and correlative words shall be deemed to be followed by the phrase “without limitation” unless actually followed by such phrase or a phrase of like import; (iv) the word “or” is always used inclusively herein (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in an “either … or” construction; (v) references to a Person are references to such Person’s successors and assigns (whether or not already so stated); (vi) all references in this Indenture to designated “Articles”, “Sections”, “sub-Sections”, other subdivisions, Schedules and Exhibits are to the designated articles, sections, sub-sections, other subdivisions, schedules and exhibits of this Indenture; and (vii) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular article, section, sub-section or other subdivision.

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

Accounts: Collectively, (i) the Payment Account, (ii) the Collection Account, (iii) the Expense Account, (iv) the Portfolio Gains Account, (v) the Delayed Draw/Committed Proceeds Account, (vi) the Custodial Account and (vii) each Class A-R Prepayment Account.

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

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

Additional Funding Date: The date of each Subsequent Advance that is specified as such by the Sole Shareholder (at the direction of the Collateral Manager and with the prior written consent of UBS (acting in its sole discretion)) in a notice delivered pursuant to Section 2.15(a); provided that (a) in the case of the Subsequent Advance made in connection with any exercise of the Class A-2 Purchase Option, such date shall be the Class A-2 Purchase Option Exercise Date and (b) such date shall be the first day of a Monthly Period.

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Adjusted Principal Balance: With respect to any Portfolio Asset on any date of determination, the product of (i) the Principal Balance of such Portfolio Asset as of such date of determination and (ii) the Purchase Price of such Portfolio Asset.

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

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

second, to the Collateral Administrator pursuant to the Collateral Administration Agreement, and second to the and Collateral Manager pursuant to the Collateral Management Agreement,

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

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

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

Administrator: Estera Trust (Cayman) Limited and any successor thereto.

Advance Percentage: With respect to:

(a) a Senior Secured (Type I) Loan, 65%;

(b) a Senior Secured (Type I CL) Loan, 60%;

(c) a Senior Secured (Type II) Loan, 60%;

(d) a Senior Secured (Type III) Loan, 40%;

(e) a Senior Secured (Type IV) Loan, 50%;

(f) a Senior Secured Last Out (Type I) Loan, 50%;

(g) a Senior Secured Last Out (Type II) Loan, 40%;

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(h) a Traditional Second Lien Loan, 40%;

(i) a Second Lien Liquid Loan, 60%;

(j) a Senior Secured Liquid Loan, 75%;

(k) a Senior Secured (Large Cap) Loan, 70%;

(l) a Senior Secured Bond, 60%;

(m) a Non-Senior Secured Bond, 40%; and

(n) Cash, 75%,

provided that, notwithstanding (a) through (n) above, if separately agreed to by the Collateral Manager and the Valuation Agent, the Advance Percentage with respect to a particular Portfolio Asset may be such other percentage for such Portfolio Asset as agreed to by the Collateral Manager and the Valuation Agent in writing, with notice of such agreement to be given to the Trustee and the Collateral Administrator.

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

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

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

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

Aggregate Outstanding Amount: With respect to any of the Notes of any Class as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date (which, in the case of the Class A-R Notes, shall be the Outstanding Class A-R Funded Amount).

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

Amendment and Restatement Date: June 21, 2019.

AML Compliance: Compliance with the Cayman AML Regulations.

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

Asset Eligibility Criteria: Criteria satisfied in respect of a Portfolio Asset or prospective Portfolio Asset on the trade date for the acquisition thereof (the Portfolio Asset Trade Date) if:

(a) the obligation is a Loan (or an Eligible Participation Interest therein), or a Bond;

(b) the obligation is denominated in USD and is neither convertible by the related Portfolio Asset Obligor thereon or thereof into, nor payable in, any other currency;

(c) the obligation constitutes a legal, valid, binding and enforceable obligation of each related Portfolio Asset Obligor, enforceable against such person in accordance with its terms;

(d) the obligation is not a lease;

(e) the obligation provides for a fixed amount of principal payable at no less than par, in cash, no later than its stated maturity;

(f) the obligation is in the form of, and is treated as, indebtedness for U.S. Federal income tax purposes;

(g) no principal, interest, fee or other amount owing on such obligation that became payable prior to the Portfolio Asset Trade Date remains unpaid;

(h) the obligation is not a Defaulted Obligation or Margin Stock;

(i) the Issuer is entitled to receive all payments on such obligation free of U.S. Federal or foreign withholding tax;

(j) the obligation is not a Bridge Security, Structured Finance Obligation or Synthetic Security;

(k) the obligation is not, by its terms, convertible into or exchangeable for an Equity Security at any time over its life, provided that the obligation may have attached warrants the aggregate value of which does not exceed 5% of the purchase price

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of such obligation (which valuation will be based on the reasonable business judgment of the Collateral Manager, without regard to any Portfolio Asset Obligor’s valuation of such warrants);

(l) the obligation does not require any future advances to be made to any Portfolio Asset Obligor on or after the Portfolio Asset Trade Date; provided that this claim shall be deemed not to apply to any Delayed-Draw Loan if the undrawn portion of such Delayed-Draw Loan is deposited in the Delayed-Draw Committed Proceeds Account; and

(m) the obligation is Registered.

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

Authorized Representative: With respect to the Issuer, any Officer or any other Person who is authorized to act for the Issuer in matters relating to, and binding upon, the Issuer; provided that the Collateral Manager is not an Authorized Representative of the Issuer. With respect to the Collateral Manager, any Officer, employee, member or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters relating to, and binding upon, the Collateral Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Collateral Administrator, any Officer, employee, partner or agent of the Collateral Administrator who is authorized to act for the Collateral Administrator in matters relating to, and binding upon, the Collateral Administrator with respect to the subject matter of the request, certificate or order in question. With respect to the Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer. With respect to any Authenticating Agent, any Officer of such Authenticating Agent who is authorized to authenticate the Notes. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

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

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

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

Bankruptcy Law: The federal Bankruptcy Code, Title 11 of the United States Code, Part V of the Companies Law (2016 Revision) of the Cayman Islands, the Bankruptcy Law (1997 Revision) of the Cayman Islands, the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2008 of the Cayman Islands and the Companies Winding Up Rules 2008 of the Cayman Islands, each as amended from time to time.

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

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

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

Borrowing: The meaning specified for such term in the Revolving Credit Note Agreement.

Borrowing Request: The meaning specified for such term in the Revolving Credit Note Agreement.

Bridge Security: Any obligation or security that (x) is a debt obligation incurred in connection with a merger, acquisition, consolidation, sale of all or substantially all of the assets of a Person, restructuring or similar transaction and (y), which debt obligation by its terms is required to be repaid within one year of the incurrence thereof with proceeds from additional borrowings or other refinancings (other than any additional borrowing or refinancing if one or more financial institutions shall have provided the obligor on such debt obligation with a binding written commitment to provide the same) (it being understood that any such obligation or security that has a nominal maturity date of one year or less from the incurrence thereof but has a term-out or other provision whereby (automatically or at the sole option of the obligor thereof) the maturity of the indebtedness thereunder may be extended to a later date is not a Bridge Security).

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

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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 in the United States of America, including funds standing to the credit of an Account.

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

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

Certificate of Authentication: The meaning specified in Section 2.1.

Certificated Note: A Note issued in the form of a definitive, fully registered note without coupons substantially in the applicable form attached as Exhibit A2 (in the case of a Class A-1 Note), Exhibit A4 (in the case of a Class A-2 Note) or Exhibit A5 (in the case of a Class A-R Note) which shall be registered in the name of the owner thereof, duly executed by the Issuer and authenticated by the Trustee as herein provided.

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

Class: Each of the Class A-1 Notes, the Class A-2 Notes and the Class A-R Notes.

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

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

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

Class A Notes: The Class A-1 Notes and the Class A-2 Notes, collectively.

Class A Placement Agency Agreement: The Placement Agency Agreement, dated as of May 23, 2013, as amended from time to time.

Class A-1 Certificated Note: The Certificated Note representing a Class A-1 Note.

Class A-1 Global Note: The Class A-1 Regulation S Global Note or the Class A-1 Rule 144A Global Note, as applicable.

Class A-1 Notes: The Class A-1 Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

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Class A-1 Regulation S Global Note: The Class A-1 Regulation S Global Note with CUSIP number G3164B AE4.

Class A-1 Rule 144A Global Note: The Class A-1 Rule 144A Global Note with CUSIP number 125745 AE9.

Class A-2 Additional Regulation S Global Note: The Class A-2 Regulation S Global Note with the CUSIP Number G3164B AG9.

Class A-2 Additional Rule 144A Global Note: The Class A-2 Rule 144A Global Note with the CUSIP Number 125745 AG4.

Class A-2 Certificated Note: The Certificated Note representing a Class A-2 Note.

Class A-2 Global Note: The Class A-2 Regulation S Global Note or the Class A-2 Rule 144A Global Note, as applicable.

Class A-2 Initial Regulation S Global Note: The Class A-2 Regulation S Global Note with the CUSIP Number G3164B AF1.

Class A-2 Initial Rule 144A Global Note: The Class A-2 Rule 144A Global Note with the CUSIP Number 125745 AF6.

Class A-2 Global Note: The Class A-2 Regulation S Global Note or the Class A-2 Rule 144A Global Note, as applicable.

Class A-2 Notes: The Class A-2 Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.

Class A-2 Notes Subscription Agreement: The meaning specified in the definition of “Subscription Agreements”.

Class A-2 Purchase Option: The option of the Sole Shareholder, acting at the direction of the Collateral Manager and with the prior written consent of UBS (acting in its sole discretion), to subscribe for Class A-2 Notes as set out in Section 1(b) (Subscription and Sale) of the Class A-2 Notes Subscription Agreement.

Class A-2 Placement Agency Agreement: The Placement Agency Agreement, dated as of June 21, 2019, as amended from time to time.

Class A-2 Purchase Option Election Date: September 30, 2019.

Class A-2 Purchase Option Exercise Date: October 15, 2019.

Class A-2 Purchase Option Non-Exercise Redemption: The meaning specified in Article 9.

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Class A-2 Regulation S Global Notes: Collectively, the Class A-2 Initial Regulation S Global Note and the Class A-2 Additional Regulation S Global Note.

Class A-2 Rule 144A Global Notes: Collectively, the Class A-2 Initial Rule 144A Global Note and the Class A-2 Additional Rule 144A Global Note.

Class A-R Commitment Amount: The meaning specified in the Revolving Credit Note Agreement.

Class A-R Note Register: The meaning specified in Section 2.5(a).

Class A-R Note Registrar: The meaning specified in Section 2.5(a).

Class A-R Noteholder: With respect to any Class A-R Note, the Person in whose name such Class A-R Note is registered in the Class A-R Note Register, each of which is required to be a party to the Revolving Credit Note Agreement.

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

Class A-R Placement Agency Agreement: The Placement Agency Agreement, dated as of December 4, 2013, as amended as of September 26, 2014 between the Issuer and the Placement Agent.

Class A-R Prepayment Account: The meaning specified in the Revolving Credit Note Agreement.

Class A-R Regulation S Certificated Note: The Class A-R Regulation S Certificated Note with the CUSIP Number G3164B AB0.

Class A-R Rule 144A Certificated Note: The Class A-R Rule 144A Certificated Note with the CUSIP Number 125745 AB5.

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

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

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

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

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Closing Date: May 23, 2013.

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

Collateral: The meaning assigned in the Granting Clauses hereof.

Collateral Administration Agreement: An agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified from time to time) relating to the administration of the Collateral among the Issuer, the Collateral Manager and the Collateral Administrator.

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

Collateral Change Event and Repayment Date Report: The meaning specified in Section 10.5(g).

Collateral Change Event Notice: The meaning specified in the Issuer Contribution Agreement.

Collateral Change Trade Date: The meaning specified in the Issuer Contribution Agreement.

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

Collateral Manager: CM Investment Partners LLC (as successor to CM Investment Partners, L.P.), a limited liability company formed under the laws of the State of Delaware.

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

Commitment Amount: With respect to any Portfolio Asset that is a Delayed-Draw Loan as of any date of determination, the maximum outstanding principal amount of such Portfolio Asset that a registered holder of the amount of such Portfolio Asset held by the Issuer would on such date be obligated to fund (including all amounts previously funded and outstanding, whether or not such amounts, if repaid, may be reborrowed).

Commitment Termination Date: The meaning specified for such term in the Revolving Credit Note Agreement.

Committed Proceeds Asset: A Portfolio Asset that is the subject of a Committed Proceeds Transaction.

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Committed Proceeds Transaction: Any transaction for the acquisition of a Portfolio Asset listed in Schedule 1 hereto with respect to which, as of the Closing Date, the Issuer has entered into a contractual commitment to acquire such Portfolio Asset but for which the settlement date of such transaction has not yet occurred.

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

Constitutive Documents: With respect to (i) the Issuer, the Issuer’s Certificate of Incorporation, dated as of May 14, 2013, and Amended and Restated Memorandum of Association and Articles of Association, dated as of May 23, 2013, as they may be amended, revised or restated from time to time and (ii) the Sole Shareholder, the Sole Shareholder’s Articles of Incorporation, dated as of February 15, 2012 and bylaws dated March 1, 2012.

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

Corporate Trust Office: The corporate trust office of the Trustee at which this Indenture is administered, currently located at 8 Greenway Plaza, Suite 1100, Houston, TX, Attention: Global Corporate Trust Service – CM Finance SPV Ltd. and, for transfer purposes and presentment, U.S. Bank Global Corporate Trust Services, 111 Fillmore Avenue East, St. Paul, MN 55107-1402, Attention: Bond Transfer Services-EP-MN-WS2N- CM Finance SPV Ltd.; or, in each such case, such other address as the Trustee may designate from time to time by notice to the Holders of the Notes, the Collateral Manager and the Issuer or the principal corporate trust office of any successor Trustee.

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

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

Current Price: On any date with respect to any Portfolio Asset, the determination by the Valuation Agent of the net cash proceeds that would be received from the sale on such date

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of determination of such Portfolio Asset, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment. The “Current Price” shall be (a) expressed as a percentage of par and (b) determined exclusive of accrued interest and capitalized interest.

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

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

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

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

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

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

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

Delayed-Draw/Committed Proceeds Account:: The account established pursuant to Section 10.3(d).

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) and Instrument,

(a) causing the delivery of such Certificated Security or Instrument to the Custodian by registering the same in the name of the Custodian or its affiliated nominee or by endorsing the same to the Custodian or in blank;

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

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

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

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

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

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

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

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

(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

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book-entry records of a Federal Reserve Bank (FRB) (each such security, a Government Security),

(a) causing the creation of a Security Entitlement to such Government Security by the credit of such Government Security to a securities account in the name of the Custodian at such FRB, and

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

(v) in the case of each Security Entitlement with respect to a Financial Asset not governed by clauses (iii) through (iv) above,

(a) causing the relevant Securities Intermediary to indicate on its books and records that the underlying Financial Asset has been credited to the Custodian’s securities account,

(b) causing such Securities Intermediary to make entries on its books and records continuously identifying such Financial Asset as belonging to the Custodian and continuously indicating on its books and records that such Financial Asset is credited to the Custodian’s securities account, and

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

(vi) in the case of Cash,

(a) causing the delivery of such Cash to the Custodian,

(b) causing the Custodian to credit such Cash to the applicable Account or sub-account (which shall be a Deposit Account), and

(c) causing the Custodian to indicate continuously on its books and records that such Cash is credited to the applicable Account; and

(vii) in the case of each general intangible (including any Eligible Participation Interest),

(a) causing the filing of a Financing Statement in the office of the Recorder of Deeds of the District of Columbia, Washington, DC naming the Issuer as debtor and the Trustee as secured party and describing such Eligible Participation Interest as the collateral or

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indicating that the collateral includes “all assets” or “all personal property” of the Issuer (or a similar description), and

(b) causing the registration of this Indenture in the Secured Note Register of Mortgages of the Issuer at the Issuer’s registered office in the Cayman Islands.

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

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

Determination Date: The last day of each Monthly Period.

DIP Loan: A loan made to a debtor-in-possession pursuant to Section 364 of the U.S. Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the U.S. Bankruptcy Code and fully secured by senior liens.

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

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

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

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

Eligible Investments: Either Cash, or any Dollar investment that, at the time it is Delivered (directly or through an intermediary), (x) matures not later than the Business Day immediately preceding the Payment Date immediately following the date of Delivery thereof (or such earlier date as expressly provided herein), and (y) is one or more of the following obligations or securities:

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(i) [reserved];

(ii) deposit and trust accounts payable on demand with any depository institution or trust company incorporated under the laws of the United States of America or any State thereof (including the Bank) and subject to supervision and examination by Federal and/or State banking authorities so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings; and

(iii) [reserved];

provided that (1) no investment shall be an Eligible Investment unless it is indebtedness for US Federal income tax purposes, (2) Eligible Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities as mature (or are putable at par to the issuer thereof) no later than the earlier of 60 days and the Business Day prior to the next Payment Date unless such Eligible Investments are issued by the Bank, in which event such Eligible Investments may mature on such Payment Date; (3) Eligible Investments shall exclude any investments not treated as “cash equivalents” for purposes of Section 75.10(c)(8)(iii)(A) of the regulations implementing the Volcker Rule in accordance with any applicable interpretive guidance thereunder; and (4) none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an “f”, “r”, “p”, “pi”, “q” or “t” subscript (or then equivalent subscript) assigned by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) interest payments with respect to such obligations or securities or proceeds of disposition would be subject to withholding taxes by any jurisdiction and the payor is not required to make “gross-up” payments that cover the full amount of any such withholding tax on an after-tax basis, (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) such obligation or security is subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action, (g) in the Collateral Manager’s judgment (as certified to the Trustee in writing), such obligation or security is subject to material non-credit related risks, (h) such obligation is a Structured Finance Obligation, (i) such obligation or security is represented by a certificate of interest in a grantor trust, (j) such obligation or security is not an identified banking product for purposes of 17 CFR 255.2(h)(2)(ii) of the final rule implementing Section 13 of the Bank Holding Company Act of 1956, as amended, and any other applicable implementing rule or regulation, or (k) such obligation or security is not an asset or holding allowed for an issuing entity under 17 CFR 255.10(c)(8) of the final rule implementing Section 13 of the Bank Holding Company Act of 1956, as amended, and any other applicable implementing rule or regulation. Subject to the other requirements of this definition, Eligible Investments may include, without limitation, those investments for

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which the Trustee or an Affiliate of the Trustee provides services and receives compensation.

Eligible Investment Income: The meaning specified in Section 2.7(a)(ii).

Eligible 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 Portfolio Asset were it acquired directly, (ii) the selling institution is a lender on the Loan, (iii) the aggregate participation in the Loan granted by such selling institution to any one or more participants does not exceed the principal amount or commitment with respect to which the selling institution is a lender under such Loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the selling institution holds in the Loan or commitment that is the subject of the participation, (v) the entire purchase price for such participation is paid in full (without the benefit of financing from the selling institution or its affiliates) at the time of the Issuer’s acquisition (or, to the extent of a participation in the unfunded commitment under a Delayed-Draw Loan, 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 Loan participation transactions among institutional market participants. For the avoidance of doubt, Eligible Participation Interest shall not include a sub-participation interest in any Loan.

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

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

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

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

Event of Default: The meaning specified in Section 5.1.

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

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

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

FATCA: The meaning specified in Section 2.12(b).

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FATCA Compliance: Compliance with Sections 1471 through 1474 of the Code and any related provisions of law, court decisions, or administrative guidance.

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

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

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

Global Master Repurchase Agreement: The TBMA/ISMA Global Master Repurchase Agreement (2011 version), dated as of June 11, 2019 (including any annex and confirmation(s) exchanged thereunder, including, without limitation the confirmations dated as of June 21, 2019, each as amended, modified or otherwise supplemented from time to time) between the Sole Shareholder and UBS.

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

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 Collateral, 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 continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of Collateral, and all other Cash 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.

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

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

Indebtedness: With respect to any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured

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by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all capital lease obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.

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.

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 Collateral Manager and their Affiliates.

Initial Holder: The meaning specified for such term in the Revolving Credit Note Agreement.

Insolvency Event: With respect to any Person, an event that occurs when such Person shall (1) be dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) become insolvent or unable to pay its debts or fail or admit in writing its inability generally to pay its debts as they become due; (3) make a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institute or have instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition shall be presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged,

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stayed or restrained in each case within 45 days of the institution or presentation thereof; (5) have a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seek or become subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) have a secured party take possession of all or substantially all its assets or have a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party shall maintain possession, or any such process shall not be dismissed, discharged, stayed or restrained, in each case within 45 days thereafter; (8) cause or become subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

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

Interest Collection Subaccount: The meaning specified in Section 10.2(a).

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

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

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

Issuer Account Control Agreement: The Account Control Agreement dated as of the Closing Date, as amended and restated as of the Amendment and Restatement Date, and as further amended, restated, supplemented or otherwise modified from time to time, between the Issuer, the Trustee and U.S. Bank National Association and Trust Company, as Custodian.

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Issuer Contribution Agreement: The Contribution Agreement dated as of May 23, 2013 between the Sole Shareholder and the Trustee, as amended and restated as of June 21, 2019 and as further amended, restated, supplemented or otherwise modified from time to time.

Issuer Order and Issuer Request: A written order or request (which may be a standing order or request) to be provided by the Issuer or by the Collateral Manager on behalf of the Issuer in accordance with the provisions of this Indenture, dated and signed in the name of the Issuer by an Authorized Representative of the Issuer, as applicable, or, in the case of an order or request executed by the Collateral Manager, by an Authorized Representative thereof, on behalf of the Issuer.

LC Commitment Amount: With respect to any Pre-funded Letter of Credit, the amount which the Issuer could be required to pay to the Pre-funded LOC Agent Bank in respect thereof (including, for the avoidance of doubt, any portion thereof which the Issuer has collateralized or deposited into a trust or with the Pre-funded LOC Agent Bank for the purpose of making such payments).

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

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.

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

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

Margin Stock: The meaning specified under Regulation U.

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

Master Participation and Assignment Agreement: The Master Participation and Assignment Agreement dated as of May 23, 2013 between the Issuer and the Sole Shareholder in respect of the purchase of Portfolio Assets as identified therein.

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

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

Maximum RCN Facility Funding Commitment: The meaning specified in the Revolving Credit Note Agreement.

Middle Market Loan: Any Loan that, as of the date of its acquisition by the Issuer, as reasonably determined by the Valuation Agent (i) does not have at least two dealer quotes on MarkIt Partners, or (ii) does not have a last twelve months EBITDA of at least USD 50,000,000.

Monthly Period: Each period from, and including, the 15th calendar day of each calendar month (each, a Monthly Date) to, but excluding, the next following Monthly Date, except that (a) the initial Monthly Period will commence on, and include, the Closing Date and will end on, but exclude, the 15^th day of June 2013 and (b) the final Monthly Period will end on, but exclude, the date on which the Notes are paid in full.

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

Moody’s Industry Classification: The industry classifications set forth in Schedule 2 hereto, as such industry classifications shall be updated at the option of the Collateral Manager if Moody’s publishes revised industry classifications.

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

Non-Markit Loan: Any Loan for which prices are not reported on Markit (or any successor nationally recognized loan pricing service designated by UBS).

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

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

Non-Senior Secured Bond: The meaning specified in the Global Master Repurchase Agreement.

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

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

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

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

Notes: The Class A Notes and the Class A-R Notes, collectively.

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

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

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

offshore transaction: The meaning specified in Regulation S.

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

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

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

(i) Notes theretofore canceled by the applicable Note Registrar or delivered to such Note Registrar for cancellation in accordance with the terms of Section 2.9;

(ii) Notes for whose payment funds in the necessary amount have been theretofore irrevocably deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii);

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(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); and

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

provided that, (A) in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer shall be disregarded and deemed not to be Outstanding; (B) the Aggregate Outstanding Amount of the Class A-R Notes, for purposes of payment of Interest Collections and Principal Collections shall be the Outstanding Class A-R Funded Amount and, for all other purposes, shall be deemed to include the Remaining Unfunded Facility Commitment; and (C) the Class A-R Notes will be deemed to be Outstanding so long as the Commitment Termination Date has not occurred, irrespective of whether there exists an Outstanding Class A-R Funded Amount.

Outstanding Class A-R Funded Amount: The meaning specified in the Revolving Credit Note Agreement.

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

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

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

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

Payment Date: Each date occurring eight Business Days after the last day of any Monthly Period, provided that the first Payment Date after the Amendment and Restatement Date shall occur on the eighth Business Day after the last day of the Monthly Period ending on July 15, 2019.

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

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

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

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Placement Agency Agreement: The Class A Placement Agency Agreement, the Class A-2 Placement Agency Agreement and/or the Class A-R Placement Agency Agreement, as applicable.

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

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

Portfolio Asset: Any Loan, or an Eligible Participation Interest therein (other than any Sold Participation Interest Loan), held by the Issuer.

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

Portfolio Gains Account: The meaning specified in Section 10.3(f).

Portfolio Asset Trade Date: The meaning set forth in the definition of “Asset Eligibility Criteria”; provided that for purposes of the contribution of a Loan to the Issuer pursuant to the Issuer Contribution Agreement, the date of such contribution shall be deemed to be the Portfolio Asset Trade Date of such Loan.

Pre-funded Letter of Credit: A multi-lender credit facility to which the Issuer is party whereby (i) a fronting bank (the Pre-funded LOC Agent Bank) issues or will issue a letter of credit (LC) for account of an Obligor under an Underlying Instrument, (ii) in the event that the LC is drawn, and such Obligor does not reimburse the Pre-funded LOC Agent Bank, each lender is obligated to fund its portion of the facility, (iii) the Pre-funded LOC Agent Bank passes on (in whole or in part) the fees and any other amounts it receives for providing the LC to the lenders and (iv)(a) the related Underlying Instrument requires the Issuer to fully collateralize the Issuer’s obligations to the related Pre-funded LOC Agent Bank or obligate the Issuer to contribute to a trust an aggregate amount equal to the related LC Commitment Amount, (b) either (i) the collateral posted by the Issuer to the related Pre-funded LOC Agent Bank is held by a depository institution meeting the requirement set forth in Section 10.1 at the time such collateral is posted or (ii) the trust in which the contribution by the Issuer is held at is a depository institution that meets the requirement set forth in Section 10.1 and (c) if clause (b)(ii) applies, the Issuer’s contribution to a trust is invested in Eligible Investments only.

Pre-funded LOC Agent Bank: The meaning specified in the definition of the term “Pre-funded Letter of Credit”.

Principal Balance: Subject to Section 1.2, with respect to (a) any item of Collateral other than a Delayed-Draw Loan, the outstanding principal amount of such Collateral (excluding any capitalized interest) and (b) any Delayed-Draw Loan, the outstanding principal of such

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Delayed-Draw Loan (excluding any capitalized interest), plus (except as expressly set forth herein) any undrawn commitments that have not been irrevocably reduced or withdrawn with respect to such Delayed-Draw Loan; provided that for all purposes the Principal Balance of any Defaulted Obligation that has remained a Defaulted Obligation for a continuous period of three years after becoming a Defaulted Obligation and has not been sold or terminated during such three year period shall be deemed to be zero.

Principal Collections: With respect to any Monthly Period, (a) all collections of principal on a Portfolio Asset (excluding any capitalized interest) paid in respect of any Portfolio Asset and received by the Issuer during such Monthly Period (whether or not directly from the relevant Portfolio Asset Obligor), including the proceeds of any sale properly attributable to principal (excluding proceeds of any sale properly attributable to capitalized interest) (but not including any amounts deducted or withheld by any Obligor on a Portfolio Asset for or on account of any present or future taxes, duties, assessments or governmental charges with respect to payments by such Obligor on such Portfolio Asset), (b) with respect to Eligible Investments credited to the Principal Collection Subaccount at any time during such Monthly Period, all interest paid on, and proceeds of, such Eligible Investments, (c) all amounts contributed in the form of Cash by the Sole Shareholder pursuant to Section 3 of the Issuer Contribution Agreement which are required pursuant to the terms thereof to be deposited in the Principal Collection Subaccount, (d) the net proceeds of any additional issuance of Notes in accordance with Section 2.13, and (e) the net proceeds of any Subsequent Advance of the Class A-2 Notes; provided that for the purposes of attributing collections to principal and capitalized interest, such attribution shall be made (i) if the Underlying Instruments include provisions for such attribution, then in accordance with such provisions and (ii) if the Underlying Instruments do not include any such provisions, then on a pro rata basis.

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

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

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

Purchase Amount: (i) with respect to any Portfolio Asset that is not a Delayed-Draw Loan as of any date of determination, the product of the Purchase Price and the Par Amount, (ii) with respect to any Portfolio Asset that is a Delayed-Draw Loan as of any date of determination, the product of the Purchase Price and the Commitment Amount and (iii) with respect to any Cash 100% of the face value thereof.

Purchase Price:

(a)     In relation to any Portfolio Asset that is not a Portfolio Asset acquired by the Issuer in connection with the Sole Shareholder’s contribution obligations under the Issuer Contribution Agreement:

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(i)        in the case of a Portfolio Asset other than a Delayed-Draw Loan, the original purchase price therefor paid by the Issuer to acquire such Portfolio Asset (expressed as a percentage of par and exclusive of accrued interest and capitalized interest, but inclusive of any costs incurred by the Issuer to acquire such Portfolio Asset); and

(ii)        in the case of a Portfolio Asset that is a Delayed-Draw Loan, the original purchase price therefor paid by the Issuer to acquire such Portfolio Asset (expressed as a percentage of par and the Commitment Amount in respect of such Portfolio Asset and exclusive of accrued interest and capitalized interest, but inclusive of any costs incurred by the Issuer to acquire such Portfolio Asset); and

(b)    in relation to any Portfolio Asset contributed by or on behalf of the Sole Shareholder pursuant to the terms of the Issuer Contribution Agreement:

(i)        in the case of a Portfolio Asset other than a Delayed-Draw Loan, the net cash proceeds that would be received by the Issuer from the sale or other disposition of such Portfolio Asset by the Issuer (as determined by the Collateral Manager in good faith, subject and without prejudice to UBS’ rights under Section 12.2(a)(viii)) if the Issuer entered into a binding commitment to sell or otherwise dispose of such Portfolio Asset on the applicable trade date of the relevant contribution (expressed as a percentage of par and exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment); and

(ii)        in the case of a Portfolio Asset that is a Delayed-Draw Loan, the net cash proceeds that would be received by the Issuer from the sale or other disposition of such Portfolio Asset by the Issuer (as determined by the Collateral Manager in good faith, subject and without prejudice to UBS’ rights under Section 12.2(a)(viii)) if the Issuer entered into a binding commitment to sell or otherwise dispose of such Portfolio Asset on the applicable trade date of the relevant contribution (expressed as a percentage of par and the Commitment Amount in respect of such Portfolio Asset and exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment),

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

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

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

Realized Gains: Any gain realized by the Issuer from the repayment, sale or other disposition of any Portfolio Asset or any portion thereof by reason of the fact that the net

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principal proceeds received in respect of such repayment or sale is greater than the Purchase Amount thereof (or, if applicable, the portion of the Purchase Amount attributable to the portion of the Portfolio Asset repaid, sold or otherwise disposed of).

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

Redemption Date: October 15, 2019.

Redemption Portfolio Asset: With respect to the Class A-2 Purchase Option Non-Exercise Redemption, any Portfolio Asset (or the applicable portion of the Principal Balance thereof) that is designated by the Issuer (or by the Collateral Manager on the Issuer’s behalf) to be sold or otherwise disposed of by the Issuer on or before the Redemption Date in order to satisfy all or part of the Issuer’s obligations in respect of the Redemption Price of the Class A-2 Notes being redeemed on the Redemption Date.

Redemption Price: 100% of the Aggregate Outstanding Amount of the Class A-2 Notes; provided that the Holders of 100% of the Aggregate Outstanding Amount of the Class A-2 Notes may elect in writing to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of the Class A-2 Notes.

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

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

Registered Office Agreement: The Registered Office Agreement, between the Administrator, the Sole Shareholder and the Issuer dated May 23, 2013, providing for the provision of registered office services to the Issuer, as modified, amended and supplemented from time to time.

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

Regulation S Class A-R Note has the meaning set forth in Section 2.2(b).

Regulation S Global Note: Collectively, the Class A-1 Regulation S Global Note and the Class A-2 Regulation S Global Note.

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

Remaining Unfunded Facility Commitment: The meaning specified for such term in the Revolving Credit Note Agreement.

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Repayment Date: The meaning specified for such term in the Issuer Contribution Agreement.

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

Restricted Class A-R Note has the meaning set forth in Section 2.2(b).

Revolving Credit Note Agent: The Bank, as note agent acting on behalf of the Issuer under the Revolving Credit Note Agreement.

Revolving Credit Note Agreement: The Amended and Restated Revolving Credit Note Agreement, dated as of June 21, 2019 by and among the Issuer, the Revolving Credit Note Agent, the Trustee and the Holders from time to time of the Class A-R Notes.

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

Rule 144A Global Note: Collectively, the Class A-1 Rule 144A Global Note and the Class A-2 Rule 144A Global Note.

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

Sale: The meaning specified in Section 5.17.

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

Second Lien Liquid Loan: The meaning specified in the Global Master Repurchase Agreement.

Second Lien Loan: Any Loan that: (i) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the Obligor of the Loan; (ii) is secured by a valid first-priority perfected security interest or lien in, to or on specified collateral securing the Obligor’s obligations under the Loan; (iii) the value of the collateral securing the Loan together with other attributes of the Obligor (including, without limitation, its general financial condition, ability to generate cash flow available for debt service and other demands for that cash flow) is adequate (in the commercially reasonable judgment of the Collateral Manager, as certified to the Trustee in writing) to repay the Loan in accordance with its terms and to repay all other Loans of equal seniority secured by a first lien or security interest in the same collateral and (iv) is not secured solely or primarily by common stock or other equity interests; provided that the limitation set forth in this clause (iv) 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

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regulations applicable to such subsidiary (whether the obligation secured is such Loan or any other similar type of Indebtedness owing to third parties).

Section 13 Banking Entity: An entity that (i) is defined as a “banking entity” under the Volcker Rule regulations (Section __.2(c)), (ii) provides written certification thereof to the Issuer and the Trustee, and (iii) identifies the Class or Classes of Notes held by such entity and the outstanding principal amount thereof.

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

Secured Parties: The meaning specified in the Granting Clauses.

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

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

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

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

Senior Secured (Large Cap) Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured (Type I) Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured (Type I CL) Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured (Type II) Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured (Type III) Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured (Type IV) Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured Bond: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured Last Out (Type I) Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured Last Out (Type II) Loan: The meaning specified in the Global Master Repurchase Agreement.

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Senior Secured Liquid Loan: The meaning specified in the Global Master Repurchase Agreement.

Senior Secured Loan: The meaning specified in the Global Master Repurchase Agreement.

Side Letter Security Agreement: The letter agreement dated as of May 23, 2013 between the Issuer and the Sole Shareholder in contemplation of the sale from time to time of Portfolio Assets from the Sole Shareholder to the Issuer.

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

Sold Participation Interest Loan: Any Loan (or any portion thereof) that would otherwise constitute a Portfolio Asset but for the fact that a Participation Interest in respect of such Loan (or such portion) has been sold by the Issuer pursuant to and in accordance with Section 12.3(d); provided, that the portion, if any, of any such Loan that is identified in the related Collateral Change Event Notice as a portion in respect of which a Participation Interest must be granted pursuant to Section 3(g) of the Issuer Contribution Agreement shall be deemed to constitute a Sold Participation Interest Loan as of the trade date for the contribution of such Loan by the Sole Shareholder to the Issuer pursuant to such Section 3(g).

Sold PI Loan Collection Subaccount: The meaning specified in Section 10.2(a).

Sold PI Loan Collections: With respect to any Monthly Period, all collections of interest, capitalized interest, principal, fees and other amounts paid in respect of any Sold Participation Interest Loan and received by the Issuer during such Monthly Period (whether or not directly from the relevant Portfolio Asset Obligor) that are required to be paid or distributed to the relevant MPA Counterparty at any time on or after the effective date of, and, pursuant to and in accordance with, the relevant Master Participation Agreement, excluding any amounts deducted or withheld by any Portfolio Asset Obligor on a Portfolio Asset for or on account of any present or future taxes, duties, assessments or governmental charges with respect to payments by such Portfolio Asset Obligor on such Sold Participation Interest Loan.

Sole Shareholder: CM Finance Inc. as successor to CM Finance LLC, a corporation incorporated under the law of the State of Maryland and sole shareholder of the Issuer.

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

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

Subscription Agreements: (i) The agreement dated as of May 23, 2013 as amended as of September 26, 2014 by and between the Issuer and CM Finance Inc. as successor to CM Finance LLC relating to the sale of U.S.$98,000,000 of the Class A Notes (as defined therein), (ii) the agreement dated as of May 23, 2013 as amended as of September 26, 2014 by and between the Issuer and UBS AG relating to the sale of U.S.$102,000,000 of the Class A Notes (as defined therein), (iii) the agreement dated as of December 4, 2013 as amended as of September 26, 2014 by and between the Issuer and CM Finance LLC relating to the sale of U.S.$50,000,000 of the Class A-R Notes, (iv) the agreement dated as of November 20, 2017 by and between the Issuer and UBS AG relating to the sale of up to U.S.$100,000,000 of the Class A-R Notes, and (v) the agreement dated as of June 21, 2019, by and between the Issuer and the Sole Shareholder relating to, among other things, the sale of (A) U.S.$26,666,667 of the Class A-2 Notes on the Amendment and Restatement Date and (B) subject and conditional upon the exercise by the Sole Shareholder (acting at the direction of the Collateral Manager, with the prior written consent of UBS (acting in its sole discretion)) of the Class A-2 Purchase Option, U.S.$70,666,667 on the Class A-2 Purchase Option Exercise Date (the agreement in clause (v), the “Class A-2 Notes Subscription Agreement”).

Subsequent Advance: Any subscription for the Class A-2 Notes by the Sole Shareholder (at the direction of the Collateral Manager and with the prior written consent of UBS (acting in its sole discretion)) on any date after the Amendment and Restatement Date.

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

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

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

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

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Tax Event: An event that occurs if (i) any Obligor under any Portfolio Asset is required to deduct or withhold from any payment under such Portfolio Asset for or on account of any Tax for whatever reason (other than (x) withholding tax on (1) fees received with respect to a Pre-funded Letter of Credit and (2) amendment, waiver, consent and extension fees and (y) withholding tax imposed as a result of the failure by any Holder to comply with its Noteholder Reporting Obligations, so long as the Issuer, within 60 days after the imposition of such withholding tax, exercises its right to demand that such Non-Permitted Holder transfer its interest to a Person that is not a Non-Permitted Holder and, if such Non-Permitted Holder fails to so transfer its Notes, the Issuer (or the Collateral Manager acting for the Issuer) exercises its right to sell such Notes or interest therein to a Person that is not a Non-Permitted Holder) 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 with respect to any payment under such Portfolio Asset (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 or (ii) any jurisdiction imposes net income, profits or similar Tax on the Issuer, provided that the sum of (A) the tax or taxes imposed on the Issuer as described in clause (ii) of this definition and (B) the total amount withheld from payments under the Portfolio Assets described in clause (i) of this definition and which are not compensated for by payment of additional amounts is in excess of 5% of the aggregate interest due and payable on the Portfolio Assets for the relevant Monthly Period.

Traditional Second Lien Loan: The meaning specified in the Global Master Repurchase Agreement.

Transaction Documents: The Indenture, the Issuer Account Control Agreement, Collateral Management Agreement, the Registered Office Agreement, the Collateral Administration Agreement, the Side Letter Security Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement and each Master Participation Agreement.

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

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

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

UBS: UBS AG.

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

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

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

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

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

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

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

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

Zero Value Portfolio Asset: The meaning set forth in the Global Master Repurchase Agreement.

1.2 Assumptions as to Collateral

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

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

(b) For each Monthly Period and as of any date of determination, the Scheduled Distribution on any item of Collateral (other than a Defaulted Obligation, which shall be assumed to have a Scheduled Distribution of zero) shall be the sum of (i) the total amount of payments and collections to be received during such

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Monthly Period in respect of such item of Collateral (including the proceeds of the sale of such Collateral received and, in the case of sales which have not yet settled, to be received during the Monthly Period and not reinvested in additional Portfolio Assets or Eligible Investments or retained in the Collection Account for subsequent reinvestment pursuant to Section 12.2(b) that, if received as scheduled, will be available in the Collection Account at the end of the Monthly Period and (ii) any such amounts received in prior Monthly Periods that were not disbursed on a previous Payment Date.

(c) All 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.

(d) All monetary calculations under this Indenture shall be in Dollars.

(e) Any reference in this Indenture to an amount of the Trustee’s or the Collateral Administrator’s fees calculated with respect to a period at a per annum rate shall be computed on the basis of a 360-day year of twelve 30-day months prorated for the related Monthly Period and shall be based on the aggregate face amount of the Portfolio Assets and the Eligible Investments.

(f) To the extent of any ambiguity in the interpretation of any definition or term contained in this Indenture or to the extent more than one methodology can be used to make any of the determinations or calculations set forth herein, the Collateral Administrator shall request direction from the Collateral 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.

(g) For purposes of calculating compliance with any tests hereunder, the trade date (and not the settlement date) with respect to any acquisition or disposition of a Portfolio Asset or Eligible Investment shall be used by the Collateral Administrator to determine whether and when such acquisition or disposition has occurred.

2.        THE NOTES

2.1      Forms Generally

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

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such Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note.

2.2      Forms of Notes

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

(b) Regulation S Global Notes, Rule 144A Global Notes; Certificated Notes.

(i) (x) Regulation S Global Note:

(A) The Class A-1 Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (the Class A-1 Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A-1 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

(B) The Class A-2 Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the applicable form attached as Exhibit A3 hereto (the Class A-2 Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A-2 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

(y) Rule 144A Global Notes:

(A) The Class A-1 Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-1 Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without

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interest coupons, substantially in the form attached as Exhibit A1 hereto (the Class A-1 Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A-1 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

(B) The Class A-2 Notes sold to Persons that are initial purchasers that are also both (A) a Qualified Purchaser or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (B)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Class A-2 Notes in a non-public transaction shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the form attached as Exhibit A3 hereto (the Class A-2 Rule 144A Global Note) and shall be deposited on behalf of the subscribers for such Class A-2 Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

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

(A) Class A-2 Regulation S Global Notes:

On any Business Day occurring after the first Payment Date following the Amendment and Restatement Date, the Note Registrar shall, upon receipt of instructions from DTC directing the Note Registrar to cause to be credited an increase in the beneficial interest in the Class A-2 Initial Regulation S Global Note in an amount equal to a reduction in the beneficial interest in the Class A-2 Additional Regulation S Global Note that is not less than the minimum denomination applicable to the relevant Holder’s Notes to be consolidated (such instructions to contain information regarding the participant account with DTC to be credited with such increase), approve the instructions from DTC to reduce, or cause to be reduced, the Class A-2 Additional Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Class A-2 Additional Regulation S Global Note to be consolidated and the Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions an increase in the beneficial interest in the Class A-2 Initial Regulation S Global Note equal to the reduction in the principal amount of the Class A-2 Additional Regulation S Global Note.

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Upon the reduction of the Class A-2 Additional Regulation S Global Note’s principal amount to zero pursuant to the foregoing at any time following the initial funding thereof, the Trustee shall cancel the Class A-2 Additional Regulation S Global Note in accordance with Section 2.9. All Global Notes so consolidated shall be deemed to have been issued on the same date from and including the date of such consolidation.

(B) Class A-2 Rule 144A Global Notes:

On any Business Day occurring after the first Payment Date following the Amendment and Restatement Date, the Note Registrar shall, upon receipt of instructions from DTC directing the Note Registrar to cause to be credited an increase in the beneficial interest in the Class A-2 Initial Rule 144A Global Note in an amount equal to a reduction in the beneficial interest in the Class A-2 Additional Rule 144A Global Note that is not less than the minimum denomination applicable to the relevant Holder’s Notes to be consolidated (such instructions to contain information regarding the participant account with DTC to be credited with such increase), approve the instructions from DTC to reduce, or cause to be reduced, the Class A-2 Additional Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Class A-2 Additional Rule 144A Global Note to be consolidated and the Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions an increase in the beneficial interest in the Class A-2 Initial Rule 144A Global Note equal to the reduction in the principal amount of the Class A-2 Additional Rule 144A Global Note.

Upon the reduction of the Class A-2 Additional Rule 144A Global Note’s principal amount to zero pursuant to the foregoing at any time following the initial funding thereof, the Trustee shall cancel the Class A-2 Additional Rule 144A Global Note in accordance with Section 2.9. All Global Notes so consolidated shall be deemed to have been issued on the same date from and including the date of such consolidation.

(iii) The Class A-R Notes offered and sold in offshore transactions in reliance on Regulation S to persons who are not U.S. Persons (each a Regulation S Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully Registered Form, without interest coupons and with the applicable legends set forth in Exhibit A5 hereto, as applicable, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Class A-R Notes offered and sold in the United States pursuant to an exemption from the registration requirements of the Securities Act (each, a Restricted Class A-R Note) shall be issued in the form of one or more certificated securities in definitive, fully registered form, without interest coupons and with the applicable legends set forth in

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Exhibit A5 hereto, which shall be registered in the name of the Holder or a nominee thereof and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

(c) The Issuer in issuing the Notes shall use “CUSIP,” “ISIN” or “private placement” numbers (if then generally in use), and, if so, the Issuer will indicate the “CUSIP,” “ISIN” or “private placement” numbers of the Notes in related materials as a convenience to Holders.

(d) Book Entry Provisions. This Section 2.2(d) shall apply only to Global Notes deposited with or for account 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 Notes insofar as interests in such Global 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 Note held on their behalf by the Bank, 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.

(e) Subsequent Advance; subsequent consolidation. With respect to the Class A-2 Global Notes, in the case of (i) any Subsequent Advance by the Sole Shareholder (at the direction of the Collateral Manager and with the prior written consent of UBS (acting in its sole discretion)) and (ii) the subsequent consolidation of the Class A-2 Global Notes pursuant to Section 2.2(b)(ii), the Bank, as custodian for DTC, shall be authorized to endorse on Schedule A of the relevant Class A-2 Global Note the amount and date of the Subsequent Advance and the related increase in the principal amount of such Class A-2 Global Note; provided that if, according to any Payment Date Report, there has been such an increase in the principal amount of any Class A-2 Global Note, that increase shall be deemed to have been endorsed on such Class A-2 Global Note.

2.3      Authorized Amount; Stated Maturity; Denominations

(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to, with respect to the Class A-1 Notes, U.S.$136,000,000, with respect to the Class A-2 Notes, U.S.$97,333,334, and with respect to the Class A-R Notes, the Maximum RCN Facility Funding Commitment, excluding (i) Notes issued upon registration of, transfer of, or in

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exchange for, or in lieu of, other Notes pursuant to Sections 2.5, 2.6 or 8.5 of this Indenture or (ii) additional notes issued in accordance with Section 2.13 and other applicable provisions of Article 8.

(b) The Notes shall have the designations, aggregate principal amounts and other characteristics as follows:

Class Designation	Class A-1 Note	Class A-2 Note	Class A-R Note
Original Aggregate Principal Amount	U.S.$136,000,000	U.S$97,333,334	U.S.$40,000,000
Stated Maturity	December 5, 2029	December 5, 2029	December 5, 2029

The Class A-1 Notes shall be issued in minimum denominations of U.S.$500,000 and integral multiples of U.S.$1,000 in excess thereof and shall only be transferred or resold in compliance with the terms of this Indenture.

The Class A-2 Notes shall be issued in minimum denominations of U.S.$500,000 and integral multiples of U.S.$1,000 in excess thereof and shall only be transferred or resold in compliance with the terms of this Indenture.

The Class A-R Notes shall be issued in minimum denominations of U.S.$500,000 (which may represent a combination of the Outstanding Class A-R Funded Amount, if any, and the Remaining Unfunded Facility Commitment attributable to such Class A-R Notes) and integral multiples of U.S.$1,000 in excess thereof and shall only be transferred or resold in compliance with the terms of this Indenture and the Revolving Credit Note Agreement.

All of the Class A Notes and Class A-R Notes are entitled to receive payments of Interest Proceeds and Principal Proceeds on each Payment Date and on the date of Maturity, in each case, pro rata and pari passu among themselves in accordance with the Priority of Payments, except in the case of the Class A-2 Purchase Option Non-Exercise Redemption pursuant to which a Holder of a Class A-2 Note shall be entitled to receive the applicable Redemption Price of such Holder’s Class A-2 Notes in connection with the Class A-2 Purchase Option Non-Exercise Redemption without regard to the fact that none of the Class A-1 Notes or Class A-R Notes will be redeemed in connection with the Class A-2 Purchase Option Non-Exercise Redemption.

All of the Class A-2 Notes having the same CUSIP number are entitled to receive payments of Interest Proceeds and Principal Proceeds on each Payment Date and

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on the date of Maturity, pari passu among themselves, in accordance with the Priority of Payments.

2.4 Execution, Authentication, Delivery and Dating

The Notes shall be executed on behalf of the Issuer by one of its Authorized Representatives. The signature of such Authorized Representative on the Notes may be manual or facsimile.

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

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

Each Class A-1 Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date shall be dated as of the Amendment and Restatement Date. Each Class A-2 Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date shall be dated as of the Amendment and Restatement Date. Each Class A-R Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date has been dated as of the Amendment and Restatement Date. All other Notes that are authenticated and delivered after the Closing Date for any other purpose under this Indenture shall be dated the date of their authentication.

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

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

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2.5      Registration, Registration of Transfer and Exchange

(a) The Trustee is hereby appointed as the registrar of the Class A Notes (the Class A Note Registrar) and the Revolving Credit Note Agent has been appointed as the registrar of the Class A-R Notes under the Revolving Credit Note Agreement (in such capacity, the Class A-R Note Registrar and together with the Class A Note Registrar, each a Note Registrar). The Trustee is hereby appointed as a Transfer Agent with respect to the Notes. Each Note Registrar shall keep, on behalf of the Issuer, a register (the Class A Note Register) for the Class A Notes and a register (the Class A-R Note Register and, together with the Class A Note Register, the Note Registers) for the Class A-R Notes, in its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, such Note Registrar shall provide for the registration of and the registration of transfers of Class A Notes and the Class A-R Notes. The Note Registrar shall record the Aggregate Outstanding Amount from time to time of the Notes (as the same may be increased or reduced by way of Subsequent Advances, repayments, redemptions or exchanges). Upon any resignation or removal of either Note Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of such Note Registrar. The Issuer may not terminate the appointment of the Note Registrars or any Transfer Agent or appoint a new Note Registrar or Transfer Agent without the consent of the Majority Noteholders.

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

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

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Note a current list of Class A-R Noteholders as reflected in the Class A-R Note Register.

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

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

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

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

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

Each Note Registrar shall ensure that the applicable Note Register is maintained in a manner such that the Notes are treated as Registered.

(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)        (i) No Note may be transferred to a Benefit Plan Investor and neither the Issuer, the Trustee nor the Note Registrars will recognize any such transfer to a Person that has represented that it is a Benefit Plan Investor. Each initial

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purchaser of a Note or an interest therein will be required and deemed to represent and warrant, and each subsequent transferee of a Note or an interest therein will be deemed to have represented and warranted, that: (A) for so long as it holds such Note or interest therein, it is not, and is not acting on behalf of, a Benefit Plan Investor; and (B) if such Person is a governmental, church, non-U.S. or other plan, (i) it is not, and for so long as it holds such Note or interest therein will not be, subject to any Similar Law, and (ii) its acquisition, holding and disposition of its interest in such Note will not constitute or result in a violation of any applicable Other Plan Laws.

(ii) Each purchaser and subsequent transferee of Notes will be required or deemed to represent that such purchaser or subsequent transferee, as applicable, is not an Affected Bank. Each subsequent transferee of any Notes will be deemed to represent that such purchaser or subsequent transferee, as applicable, is not an Affected Bank. No transfer of any Note to an Affected Bank will be effective, and neither the Issuer, the Trustee nor the Note Registrars will recognize any such transfer, unless such transfer is specifically authorized by the Issuer in writing.

(d) 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 or the Investment Company Act; 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.

(e) Transfers of Notes shall only be made in accordance with the following requirements:

(i) (x) Class A-1 Notes

Class A-1 Rule 144A Global Note to Class A-1 Regulation S Global Note. If a holder of a beneficial interest in a Class A-1 Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-1 Rule 144A Global Note for an interest in the corresponding Class A-1 Regulation S Global Note, or to transfer its interest in such Class A-1 Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-1 Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an

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offshore transaction) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Class A-1 Regulation S Global Note. Upon receipt by the Class A Note Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Class A Note Registrar to credit or cause to be credited a beneficial interest in the corresponding Class A-1 Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in a Class A-1 Rule 144A Global Note to be exchanged or transferred, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit B1 attached hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including that the holder or the transferee, as applicable, is not a U.S. person, and in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a written certification in the form of Exhibit B5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S, then the Class A Note Registrar shall approve the instructions at DTC to reduce the principal amount of such Class A-1 Rule 144A Global Note and to increase the principal amount of the Class A-1 Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Class A-1 Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A-1 Regulation S Global Note equal to the reduction in the principal amount of such Class A-1 Rule 144A Global Note.

(y) Class A-2 Notes

Class A-2 Rule 144A Global Note to Class A-2 Regulation S Global Note. If a holder of a beneficial interest in a Class A-2 Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-2 Rule 144A Global Note for an interest in the corresponding Class A-2 Regulation S Global Note, or to transfer its interest in such Class A-2 Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-2 Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction) may, subject to the immediately succeeding sentence

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and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Class A-2 Regulation S Global Note. Upon receipt by the Class A Note Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Class A Note Registrar to credit or cause to be credited a beneficial interest in the corresponding Class A-2 Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in a Class A-2 Rule 144A Global Note to be exchanged or transferred, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit B1 attached hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including that the holder or the transferee, as applicable, is not a U.S. person, and in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a written certification in the form of Exhibit B5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S, then the Class A Note Registrar shall approve the instructions at DTC to reduce the principal amount of such Class A-2 Rule 144A Global Note and to increase the principal amount of the Class A-2 Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Class A-2 Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A-2 Regulation S Global Note equal to the reduction in the principal amount of such Class A-2 Rule 144A Global Note.

(ii) (x) Class A-1 Notes

Class A-1 Regulation S Global Note to Class A-1 Rule 144A Global Note. If a holder of a beneficial interest in a Class A-1 Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-1 Regulation S Global Note for an interest in the corresponding Class A-1 Rule 144A Global Note or to transfer its interest in such Class A-1 Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-1 Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Class A-1

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Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Class A-1 Rule 144A Global Note in an amount equal to the beneficial interest in such Class A-1 Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Class A-1 Regulation S Global Note reasonably believes that the Person acquiring such interest in a Class A-1 Rule 144A Global Note is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Class A-1 Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A-1 Rule 144A Global Note equal to the reduction in the principal amount of such Class A-1 Regulation S Global Note.

(y) Class A-2 Notes

Class A-2 Regulation S Global Note to Class A-2 Rule 144A Global Note. If a holder of a beneficial interest in a Class A-2 Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-2 Regulation S Global Note for an interest in the corresponding Class A-2 Rule 144A Global Note or to transfer its interest in such Class A-2 Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-2 Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Class A-2

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Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Class A-2 Rule 144A Global Note in an amount equal to the beneficial interest in such Class A-2 Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Class A-2 Regulation S Global Note reasonably believes that the Person acquiring such interest in a Class A-2 Rule 144A Global Note is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Class A-2 Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A-2 Rule 144A Global Note equal to the reduction in the principal amount of such Class A-2 Regulation S Global Note.

(iii) (x) Class A-1 Notes

Transfer of Class A-1 Global Note to Class A-1 Certificated Note. A Holder of a beneficial interest in a Class A-1 Global Note may not transfer its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a corresponding Class A-1 Certificated Note. A Holder of a beneficial interest in a Class A-1 Global Note may not exchange such interest for a corresponding Class A-1 Certificated Note unless it satisfies the requirements of Section 2.10.

(y) Class A-2 Notes

Transfer of Class A-2 Global Note to Class A-2 Certificated Note. A Holder of a beneficial interest in a Class A-2 Global Note may not transfer

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its interest in such Global Note to a Person who wishes to take delivery thereof in the form of a corresponding Class A-2 Certificated Note. A Holder of a beneficial interest in a Class A-2 Global Note may not exchange such interest for a corresponding Class A-2 Certificated Note unless it satisfies the requirements of Section 2.10.

Transfer of Certificated Notes to Certificated Notes. Subject to the provisions of the Revolving Credit Note Agreement with respect to the Class A-R Notes, upon receipt by the applicable Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to the transferee, (B) a certificate in the form of Exhibit B1 or Exhibit B3, as applicable, attached hereto given by the Holder of such Certificated Note, and (C) a certificate substantially in the form of Exhibit B2 executed by the transferee, such Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the applicable Note 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 Notes bearing the same designation as the Certificated Note endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Note surrendered by the transferor), and in authorized denominations.

Subject to the foregoing requirements in the immediately preceding paragraph, (x) a holder of a Class A-R Rule 144A Certificated Note may transfer its interest thereunder to any Person who may hold such transferred interest in a Class A-R Regulation S Certificated Note or a Class A-R Rule 144A Certificated Note and (y) a holder of a Class A-R Regulation S Certificated Note may transfer its interest thereunder to any Person who may hold such transferred interest in a Class A-R Rule 144A Certificated Note or a Class A-R Regulation S Certificated Note.

(iv) Transfer of Certificated Notes to Global Notes. If a Class A Noteholder wishes at any time to transfer its interest in a Certificated Note to a Person who wishes to take delivery thereof in the form of a Global Note, such Class A Noteholder 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 Note for a beneficial interest in an applicable Global Note. Upon receipt by the Class A Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 (in the case of transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B4 (in case of transfer to a

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Rule 144A Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) 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 Note in an amount equal to the Certificated Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Class A Note 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 applicable Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

(f) Legends. Any Note issued upon the transfer, exchange or replacement of Notes shall bear such applicable legend substantially as set forth in the applicable part of Exhibit A hereto.

(g) Each Person who becomes a beneficial owner of Notes represented by an interest in a Global Note, and any original purchaser of any Notes, by its acquisition of a 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 Sole Shareholder, the Collateral Manager, the Placement Agent, the Valuation Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates is acting as a fiduciary or financial or investment advisor 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 Issuer, the Sole Shareholder, the Collateral Manager, the Trustee, the Collateral Administrator, the Placement Agent, the Valuation Agent, or any of their respective Affiliates;

(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

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and not upon any view expressed by the Issuer, the Sole Shareholder, the Collateral Manager, the Placement Agent, the Valuation Agent, the Trustee, the Collateral Administrator or any of their respective Affiliates;

(D) such beneficial owner (1) in the case of an initial purchaser, is both (x) a Qualified Purchaser, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers, and (y)(I) a Qualified Institutional Buyer or (II) an Accredited Investor who is purchasing such Notes in a non-public transaction and (2) in the case of a Person who becomes a beneficial owner subsequent to the Amendment and Restatement Date, is both (x) a Qualified Purchaser, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers, and (y) a Qualified Institutional Buyer that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder;

(E) such beneficial owner is acquiring its interest in such Notes for its own account for investment and not with a view to the resale, distribution or other disposition thereof in violation of the Securities Act;

(F) such beneficial owner was not formed for the purpose of investing in such 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, including that such beneficial

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owners are relying on the exemption from registration under the Securities Act provided by Rule 144A thereunder;

(K) none of such beneficial owner or any of its affiliates (as such term is defined in Rule 501(b) of Regulation D under the Securities Act) or any other Person acting on any of their behalf has engaged or will engage, in connection with such Notes, in any form of (i) general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (ii) directed selling efforts within the meaning of Rule 902(c) of Regulation S thereunder;

(L) such beneficial owner has not solicited and will not solicit offers for such Notes, and has not arranged and will not arrange commitments to purchase such Notes, except in accordance with this Indenture and any applicable U.S. Federal and State securities laws and the securities laws of any other jurisdiction in which such Notes have been offered; and

(M) if such beneficial owner 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.

(ii) Each Person who purchases a Note or any interest therein will be required or deemed to represent, warrant and agree that (A) for so long as it holds such Note or interest therein, such Person is not, and is not acting on behalf of, a Benefit Plan Investor, and (B) if such Person is a governmental, church, non-U.S. or other plan which is subject to any Other Plan Law, (1) it is not, and for so long as it holds such Notes or interest therein it will not be, subject to any Similar Law, and (2) its purchase, holding and disposition of such Note will not constitute or result in a violation of any applicable Other Plan Laws.

(iii) Such beneficial owner understands that such Notes are being offered only in a transaction not involving any public offering in the United States of America 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 Notes, including any requirement for written certifications. In particular, such beneficial owner understands that the Notes may be transferred only to a Person that is either (a) both (1)(x) a Qualified Purchaser, or (y) an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (2) 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

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issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A or (b) a Person that is not a U.S. Person and is acquiring the Notes in an offshore transaction in reliance on the exemption from registration provided by Regulation S thereunder. 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.

(iv) Such beneficial owner is aware that, except as otherwise provided in this Indenture, any Class A Notes being sold to it in reliance on Regulation S will be represented by a Regulation S Global Note and that beneficial interests therein may be held only through DTC for the respective accounts of Euroclear or Clearstream.

(v) 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, Sections 2.11 and 2.12 hereunder, and the legends on the Notes.

(vi) Such beneficial owner understands that the Issuer, the Sole Shareholder, the Collateral Manager, the Trustee, the Placement Agent, the Valuation Agent, and their respective counsel will rely upon the accuracy and truth of the foregoing representations and agreements, and such beneficial owner hereby consents to such reliance.

(h) Subject to the provisions of the Revolving Credit Note Agreement with respect to the Class A-R Notes, each Person who becomes an owner of a Certificated Note will be required to make the representations and agreements set forth in Exhibit B2.

(i) Subject to the provisions of the Revolving Credit Note Agreement with respect to the Class A-R Notes, any purported transfer of a Note not in accordance with this Section 2.5 shall be null and void and shall not be given effect for any purpose whatsoever.

(j) The Note Registrars, the Trustee and the Issuer shall be entitled to conclusively rely on any transferor and transferee certificate delivered pursuant to this

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Section 2.5 and shall be able to presume conclusively the continuing accuracy thereof, in each case without further inquiry or investigation.

2.6      Mutilated, Defaced, Destroyed, Lost or Stolen Note

If (a) any mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to the Issuer, the Trustee and the relevant Transfer Agent evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to the Issuer, the Trustee and such Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Trustee or such Transfer Agent that such Note has been acquired by a protected purchaser, the Issuer shall execute and, upon Issuer Order, the Trustee shall authenticate and deliver to the Holder, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and equal principal or face amount, registered in the same manner, dated the date of its authentication, 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 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 their discretion may, instead of issuing a new Note pay such Note without requiring surrender thereof except that any mutilated or defaced Note shall be surrendered.

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

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

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

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2.7      Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved

(a)

(i) Subject to Section 4.1(b) of the Revolving Credit Note Agreement, interest on the Notes shall accrue on the outstanding principal amount (or, in the case of the Class A-R Notes, the Outstanding Class A-R Funded Amount) of the Notes for each day during any Monthly Period in amount equal to (i) all Interest Collections received during such Monthly Period divided by (ii) the actual number of days during such Monthly Period. Interest Collections received by the Issuer will be credited to the Interest Collection Subaccount. Interest Collections that are received in a Monthly Period will be payable to the Holders on the related Payment Date.

(ii) Any Class A-R Noteholder that has deposited a prefunding amount in a Class A-R Prepayment Account pursuant to and in accordance with the Revolving Credit Note Agreement shall be entitled to receive an amount equal to earnings in respect of Eligible Investments in such Class A-R Prepayment Account (or subaccount, if applicable) received during the preceding Monthly Period (such amount, the Eligible Investment Income for the applicable Monthly Period with respect to such Class A-R Prepayment Account), and the Trustee shall withdraw the Eligible Investment Income from each Class A-R Prepayment Account on the last day of each Monthly Period and distribute it to the relevant Class A-R Noteholder on the applicable Payment Date without regard to the Priority of Payments.

(iii) All of the Class A-R Notes are entitled to receive payments pari passu among themselves except as otherwise expressly provided for herein or in the Revolving Credit Note Agreement.

(iv) The Outstanding Class A-R Funded Amount shall be increased by Borrowings under the Revolving Credit Note Agreement. The Outstanding Class A-R Funded Amount will be decreased by repayments pursuant to (A) the Priority of Payments or (B) Sections 2.2, 2.5 or 4.1(b) of the Revolving Credit Note Agreement.

(b) Principal Collections received by the Issuer will be credited to the Principal Collection Subaccount. Principal Collections that are received in a Monthly Period will, at the election of the Collateral Manager acting on behalf of the Issuer, be invested in Eligible Investments to be credited to the Collection Account pursuant to Section 10.2, reinvested in Portfolio Assets that satisfy the requirements of Section 12.2, or transferred to the Delayed-Draw/Committed Proceeds Account solely in accordance with Section 10.3(d) or the Portfolio Gains Account solely in accordance with Section 10.3(f). No payments of principal will

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be payable on any Class A-1 Notes, Class A-2 or Class A-R Notes prior to their Stated Maturity except (i) upon the occurrence of an Enforcement Event, (ii) so long as no Event of Default has occurred and is continuing, on any Business Day, as determined by the Issuer at the direction of the Collateral Manager in accordance with Sections 2.2 and 2.5 of the Revolving Credit Note Agreement, and (iii) in relation to the Class A-2 Notes only, pursuant to the Class A-2 Purchase Option Non-Exercise Redemption.

(c) All payments in respect of interest on and principal of the Notes will be made in accordance with the Priority of Payments and Article 13 and, with respect to principal of the Class A-R Notes, Sections 2.2, 2.5 and 4.1(b) of the Revolving Credit Note Agreement.

(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, either (i) in the case of a United States Person, an Internal Revenue Service Form W-9 (or applicable successor form) or (ii) in the case of a Person that is not a United States Person, (A) if an Event of Default has occurred and is continuing, the applicable Internal Revenue Service Form W-8 (or applicable successor form) and (B) at any other time, an Internal Revenue Service Form W-8IMY to which an Internal Revenue Service Form W-9 in respect of the beneficial owner is attached (or, in each case, the applicable successor form)), any information requested pursuant to the Noteholder Reporting Obligations, or any other certification acceptable to it to enable the Issuer, the Trustee and any Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold from payments in respect of such Note or the Holder or beneficial owner of such Note under any present or future law or regulation of the Cayman Islands, the United States of America, 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 Notes as a result of deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges with respect to the Notes.

(e) Payments in respect of interest on and principal of any Note shall be made by the Trustee, in Dollars to DTC or its nominee 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 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 applicable Note Register.

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Upon final payment due on the Maturity of a Note, 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 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, 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. None of the Issuer, the Trustee, the Collateral Manager, and any Paying Agent will have any responsibility or liability for any aspects of the records maintained by DTC, Euroclear, Clearstream or any of the Agent Members relating to or for payments made 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 Note (other than on the Stated Maturity or Redemption Date (if any) thereof), the Trustee, in the name and at the expense of the Issuer shall, not more than 30 nor less than 10 days prior to the date on which such payment is to be made, mail (by first class mail, postage prepaid) to the Persons entitled thereto at their addresses appearing on the applicable Note Register a notice which shall specify the date on which such payment will be made, the amount of such payment per U.S.$1,000 aggregate principal amount of Notes and the place where Notes may be presented and surrendered for such payment.

(f) Subject to Section 4.1(b) of the Revolving Credit Note Agreement, payments to Holders shall be made ratably in the proportion that the Aggregate Outstanding Amount of the Notes registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding Amount of all Notes on such Record Date.

(g) Notwithstanding any other provision of this Indenture or any other document to which the Issuer may be party, the obligations of the Issuer under the Notes and this Indenture or any other document to which either the Issuer may be party are limited recourse obligations of the Issuer payable solely from the Collateral and following realization of the Collateral, 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, employee, shareholder or incorporator of the Issuer, the Collateral Manager or their respective Affiliates, successors or assigns for any amounts payable under the Notes or this Indenture. It is understood that the foregoing provisions of this paragraph (g) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral; or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Collateral has been realized. It is further understood that the foregoing provisions of this paragraph (g) shall not limit the right of any Person to name the

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Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person.

(h) 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.

2.8      Persons Deemed Owners

The Issuer and the Trustee, and any agent of the Issuer or the Trustee shall treat as the owner of each Note (a) for the purpose of receiving payments on such Note (whether or not such Note is overdue), the Person in whose name such Note is registered on the applicable Note Register at the close of business on the applicable Record Date and (b) on any other date for all other purposes whatsoever (whether or not such Note is overdue), the Person in whose name such Note is then registered on the applicable Note Register, and none of the Issuer the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

2.9      Cancellation

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

2.10      DTC 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 and (B) either (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

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has occurred and is continuing and such transfer is requested by the Holder of 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 Trustee’s office located in the Borough of Manhattan, the City of New York 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 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 sub-Section (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 sub-Section (a) of this Section 2.10, the Issuer will promptly make available to the Trustee a reasonable supply of Class A Notes in the form of Certificated Notes.

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

2.11 Non-Permitted Holders or Violation of ERISA Representations or Noteholder Reporting Obligations

(a) Notwithstanding anything to the contrary elsewhere in this Indenture, any transfer of a beneficial interest in any Note to a person that is not (i) a Qualified Institutional Buyer and (ii) a Qualified Purchaser (or an entity beneficially owned exclusively by Qualified Purchasers) and that is not made pursuant to an applicable exemption under the Securities Act and the Investment Company Act shall be null and void and any such purported transfer of which the Issuer or the Trustee shall

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have notice may be disregarded by the Issuer, the Trustee and the Note Registrars for all purposes.

(b) If (x) any person that is not permitted to acquire an interest in a Note or Notes (including in such form) pursuant to Section 2.11(a) shall become the beneficial owner of an interest in such Note or Notes or (y) any Holder of Notes shall fail to comply with the Noteholder Reporting Obligations (any such Person, a Non-Permitted Holder), the Issuer shall, promptly after discovery that such Person is a Non-Permitted Holder by the Issuer or the Trustee (and notice by the Trustee (if a Trust Officer of the Trustee obtains actual knowledge) to the Issuer if the Trustee makes the discovery), send notice to such Non-Permitted Holder demanding that such Non-Permitted Holder transfer its interest in the Notes held by such Person to a Person that is not a Non-Permitted Holder within 30 days after the date of such notice. If such Non-Permitted Holder fails to so transfer such Notes, the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. The Issuer, or the Collateral 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 Notes and sell such Notes to the highest such bidder, provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. The Holder of each Note, the Non-Permitted Holder and each other Person in the chain of title from the Holder to the Non-Permitted Holder, by its acceptance of an interest in the Notes, agrees to cooperate with the Issuer, the Collateral Manager and the Trustee to effect 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 Section 2.11(b) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee, the Note Registrars or the Collateral Manager or any of their Affiliates shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

(c) Any transfer of a beneficial interest in a Note to a Person who is a Benefit Plan Investor or acting on behalf of or using the assets of any Benefit Plan Investor to acquire such Note (any such Person, a Non-Permitted ERISA Holder) 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, the Trustee and the Note Registrars for all purposes.

(d) If any Non-Permitted ERISA Holder shall become the beneficial owner of an interest in any Note, the Issuer shall, promptly after discovery that such Person is

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a Non-Permitted ERISA Holder by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), if the Trustee makes the discovery and who agrees to notify the Issuer of such discovery, send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Notes or an interest therein) within 20 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Notes the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Notes or interest in such Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Notes or an interest therein) on such terms as the Issuer may choose. The Issuer, or the Collateral 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 Notes and sell such Notes to the highest such bidder, provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion. The Holder of each Note, 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 an interest in the Notes agrees to cooperate with the Issuer, the Collateral 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 Section 2.11(d) shall be determined in the sole discretion of the Issuer, and none of the Issuer, the Trustee, the Note Registrars or the Collateral Manager or any of their Affiliates shall be liable to any Person having an interest in the Notes sold as a result of any such sale or the exercise of such discretion.

2.12 Tax Certification and Noteholder Reporting Obligations

(a) Each Holder and beneficial owner of a Note, by acceptance of such Note or an interest in such Note, shall be deemed to understand and acknowledge that failure to provide the Issuer, the Trustee or any Paying Agent with the properly completed and signed applicable tax certifications (generally, in the case of U.S. Federal income tax, either (i) in the case of a United States Person, an Internal Revenue Service Form W-9 (or applicable successor form) or (ii) in the case of a Person that is not a United States Person, (A) if an Event of Default has occurred and is continuing, the applicable Internal Revenue Service Form W-8 (or applicable successor form) and (B) at any other time, an Internal Revenue Service Form W-8IMY to which an Internal Revenue Service Form W-9 in respect of the beneficial owner is attached (or, in each case, the applicable successor form)) or the failure

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to meet its Noteholder Reporting Obligations may result in withholding from payments in respect of such Note, including U.S. Federal withholding or back-up withholding.

(b)

(i) If a payment made to a Holder under this Indenture is subject to U.S. federal withholding tax imposed by Sections 1471 through 1474 of the Code (FATCA) then any Holder that may be subject to such withholding shall deliver to the Issuer (or its authorized agent), the Trustee and any Paying Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer (or its authorized agent), the Trustee or a Paying Agent, documentation necessary for the Issuer, Trustee or Paying Agent to determine their obligations under FATCA and shall update any such information or documentation provided upon learning that any such information or documentation previously provided has become obsolete or incorrect or is otherwise required; and

(ii) If the Issuer may become subject to any reporting requirements under Cayman FATCA, then then any Holder shall deliver to the Issuer (or its authorized agent), the Trustee and any Paying Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuer (or its authorized agent), the Trustee or a Paying Agent, documentation necessary for the Issuer, Trustee or Paying Agent to determine their obligations under Cayman FATCA and the Cayman AML Regulations and shall update any such information or documentation provided upon learning that any such information or documentation previously provided has become obsolete or incorrect or is otherwise required (the foregoing requirements of this Section 2.12(b)(i) and (ii), the Noteholder Reporting Obligations)

2.13 Additional Issuance of Notes

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

(a) each Holder shall have provided its prior written consent to such issuance;

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(b) the terms of each additional note issued must be substantially identical to the respective terms of previously issued notes (except that the interest due on such additional notes will accrue from the issue date of such additional notes and interest, seniority of payments and certain consent or approval rights hereunder may differ among notes that are subordinated to the existing Notes);

(c) receipt by the Trustee of an Opinion of Counsel that such issuance shall not cause the Issuer, the Sole Shareholder or the pool of Collateral to become an investment company required to be registered under the Investment Company Act;

(d) the proceeds of any additional notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Collections and used to purchase additional Portfolio Assets, to invest in Eligible Investments or to apply pursuant to the Priority of Payments;

(e) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee to the effect that in the case of additional Notes, such issuance would not cause the Holders or beneficial owners of previously issued Notes to be deemed to have sold or exchanged such Notes under Section 1001 of the Code; and

(f) any additional notes issued as described above will, to the extent reasonably practicable, be offered first to Holders of Notes in such amounts as are necessary to preserve their pro rata holdings of Notes.

2.14 Borrowings under the Revolving Credit Note Agreement

(a) On or prior to the Commitment Termination Date, the Issuer (or the Collateral Manager on behalf of the Issuer) may request Borrowings under the Revolving Credit Note Agreement by submitting a Borrowing Request in the form required by the Revolving Credit Note Agreement to the Revolving Credit Note Agent and the Class A-R Noteholders.

(b) Each Borrowing Request shall (i) be made in writing and delivered to the Revolving Credit Note Agent and the Class A-R Noteholders in accordance with the Revolving Credit Note Agreement, (ii) contain details of the applicable Borrowing requested in the form attached as Exhibit A to the Revolving Credit Note Agreement and (iii) be required to satisfy the conditions applicable to a Borrowing as set forth in the Revolving Credit Note Agreement.

(c) Transfers of the Class A-R Notes are subject to the terms and restrictions set forth in this Indenture and the Revolving Credit Note Agreement.

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2.15 Subsequent Advance of Class A-2 Notes

(a) With the prior written consent of UBS (acting in its sole discretion) and at the direction of the Collateral Manager, the Sole Shareholder shall make a Subsequent Advance in respect of the Class A-2 Global Notes to the Issuer on any Business Day that is the first day of a Monthly Period that is specified by the Sole Shareholder as an “Additional Funding Date” by notice to the Issuer and Trustee; provided that, if the Class A-2 Purchase Option is exercised, such notice shall be deemed to have been given as part of the relevant notice of exercise and the Additional Funding Date therefor shall be deemed to be the Class A-2 Purchase Option Exercise Date. Upon receipt of the payment of the amount advanced with respect to each Subsequent Advance, the Issuer shall be deemed to authorize the Bank, as custodian for DTC to carry out such act as set out in Section 2.2(e).

(b) Each Subsequent Advance made pursuant to this Section 2.15 shall be recorded by the Note Registrar on the Note Register pursuant to Section 2.5(a), and shall be recorded and endorsed on the Class A-2 Additional Regulation S Global Note in accordance with Section 2.2.

(c) The Issuer shall be deemed to represent and warrant to UBS and the Sole Shareholder (each of which shall be deemed to constitute an express third party beneficiary of this Indenture for purposes of such representation) on each Additional Funding Date that no Default or Event of Default has occurred or is continuing under this Indenture.

(d) The Sole Shareholder shall pay (or cause to be paid on its behalf) the amount of any relevant Subsequent Advance to the Issuer by wire transfer of immediately available funds no later than 11:00 a.m. (New York City time) on each applicable Additional Funding Date to the Collection Account for credit to the Principal Collection Subaccount.

(e) For the avoidance of doubt, with respect to each Subsequent Advance, an Issuer Order directing authentication of the Class A-2 Additional Regulation S Global Note to evidence such Subsequent Advance shall be delivered to the Trustee, but the opinions and certificates set forth in Section 3.1 shall not be required.

3. CONDITIONS PRECEDENT

3.1 Conditions to Issuance of Notes on Closing Date

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

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(a) Officers’ Certificate of the Issuer Regarding Limited Liability Company Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization of the execution and delivery on behalf of the Issuer of (1) the Transaction Documents to which the Issuer is a party and (2) such related documents as may be required for the purpose of the transactions contemplated therein and (B) certifying that (1) the attached copy of the Authorizing Resolution and Constitutive Documents is, in each case, a true and complete copy thereof, (2) such authorizations have not been amended or rescinded and are in full force and effect on and as of the Closing Date, (3) the Officers of the Issuer authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon and (4) all Portfolio Asset Obligors on all Portfolio Assets have been directed to make all payments under the relevant Underlying Instrument in respect of such Portfolio Asset directly to the Collection Account.

(b) Officers’ Certificate of the Sole Shareholder Regarding Corporate Matters. An Officer’s certificate of the Sole Shareholder (A) evidencing the authorization by Authorizing Resolution of the execution and delivery of (1) the Transaction Documents to which it is a party and (2) such related documents as may be required for the purpose of the transactions contemplated therein and (B) certifying that (1) the attached copy of the Authorizing Resolution and Constitutive Documents is in each case a true and complete copy thereof, (2) such resolutions have not been amended or rescinded and are in full force and effect on and as of the Closing Date, and (3) the Officers of the Sole Shareholder or its manager authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(c) 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 with an Opinion of Counsel of the Issuer that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Notes or (B) an Opinion of Counsel of the Issuer that no such authorization, approval or consent of any governmental body is required for the valid issuance of the Notes except as has been given.

(d) U.S. Counsel Opinions. Opinion of Nixon Peabody LLP, counsel to the Trustee and the Collateral Administrator, and Bingham McCutchen LLP, counsel to the Issuer, Sole Shareholder and Collateral Manager, each dated the Closing Date, substantially in the respective forms of Exhibit C and Exhibit D attached hereto.

(e) Cayman Counsel Opinion. An opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Closing Date, substantially in the form of Exhibit E attached hereto.

(f) Officers’ Certificates of Issuer Regarding Indenture. A certificate of the Issuer stating that, to the undersigned officer’s knowledge, the Issuer is not in default

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under this Indenture and that the issuance of the Notes 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 relating to the authentication and delivery of the Notes applied for by it have been complied with; and that all expenses due or accrued with respect to the issuance and sale 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.

(g) Transaction Documents. An executed counterpart of each Transaction Document.

(h) Grant of Portfolio Assets. The Grant by the Issuer pursuant to the Granting Clauses of this Indenture of all of the Issuer’s right, title and interest in and to the Portfolio Assets pledged to the Trustee for inclusion in the Collateral on the Closing Date shall be effective, and Delivery of such Collateral (including any promissory note and all other Underlying Instruments related thereto to the extent received by the Issuer) as contemplated by Section 3.2 shall have been effected.

(i) Certificate of the Issuer Regarding Collateral. A certificate of an Authorized Representative of the Issuer, dated as of the Closing Date, to the effect that:

(i) in the case of each Portfolio Asset pledged to the Trustee, on the Closing Date and immediately prior to the Delivery thereof on the Closing Date;

(A) the Issuer is the owner of each Portfolio Asset free and clear of any liens, claims or encumbrances of any nature whatsoever except for (i) those which are being released on the Closing Date and (ii) those Granted pursuant to this Indenture;

(B) the Issuer has acquired its ownership in each Portfolio Asset in good faith without notice of any adverse claim, except as described in paragraph (A) above;

(C) the Issuer has not assigned, pledged or otherwise encumbered any interest in any such Portfolio Asset (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released or will be released on the Closing Date) other than interests Granted pursuant to this Indenture;

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(D) the Issuer has full right to Grant a security interest in and assign and pledge each Portfolio Asset to the Trustee;

(E) Schedule 1 hereto is a complete list of the Portfolio Assets as of the Closing Date and the information set forth with respect to such Portfolio Asset in Schedule 1 hereto is correct; and

(F) upon Grant by the Issuer, the Trustee has (or will have, upon the filing of the Financing Statement(s) contemplated in Section 7.5 of this Indenture and the execution and delivery of the Issuer Account Control Agreement) a first priority perfected security interest in the Portfolio Assets and other Collateral, except as permitted by this Indenture; and

(ii) each Portfolio Asset that the Collateral Manager on behalf of the Issuer purchased or committed to purchase on or prior to the Closing Date satisfies, or will upon its acquisition satisfy, the requirements of Section 12.2(a).

(j) Accounts. Evidence of the establishment of each of the Accounts.

(k) [Reserved]

(l) Withholding Certificates. From each Holder acquiring Notes on the Closing Date, either (A) a properly completed and duly executed Internal Revenue Service Form W-9 or (B) a properly completed and duly executed Internal Revenue Service Form W-8IMY to which are attached forms described in clause (A) in respect of each beneficial owner of the Notes.

(m) Other Documents. Such other documents as the Trustee may reasonably require.

3.2 Custodianship; Delivery of Portfolio Assets and Eligible Investments

(a) The Issuer, shall deliver or cause to be delivered to a custodian appointed by the Issuer, which shall be a Securities Intermediary (the Custodian), all Collateral 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 has capital and surplus of at least U.S.$200,000,000 acting as a Securities Intermediary. The Trustee or the Custodian, as applicable, shall hold (i) all Portfolio Assets, Eligible Investments, Cash and other investments purchased in accordance with this Indenture and (ii) all other Collateral 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 10; as to which in each case the Trustee shall have entered into the Issuer Account Control Agreement (or an agreement substantially in the form thereof, in the case of a successor custodian) providing, inter alia, that the establishment and maintenance

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of such Account will be governed by a law of a jurisdiction satisfactory to the Issuer and the Trustee.

(b) Each time that the Collateral Manager on behalf of the Issuer directs or causes the acquisition of any Portfolio Asset, Eligible Investment or other investment, the Collateral Manager (on behalf of the Issuer) shall, if the Portfolio Asset or Eligible Investment is required to be, but has not already been, transferred to the relevant Account, cause the Portfolio Asset, Eligible Investment or other investment to be Delivered to the Custodian to be held in the Custodial Account, or in the case of any Eligible Investment, in the Account in which the funds used to purchase the investment are held in accordance with Article 10, 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 related Portfolio Asset or Eligible Investment so acquired, including all interests of the Issuer in to any contracts related to and proceeds of such Portfolio Asset or Eligible Investment.

3.3 Application of Proceeds of Issuance

The Issuer shall apply the proceeds of issuance of the Notes (a) for the purchase of Portfolio Assets, (b) to fund the Expense Account, (if applicable) the Delayed-Draw/Committed Proceeds Account and (if applicable) the Portfolio Gains Account, pursuant to and in accordance with Sections 10.3(c), 10.3(d) and 10.3(f), respectively, (c) to fund Eligible Investments, and (d) as otherwise permitted under this Indenture with respect to an additional issuance of Notes in accordance with Section 2.13 or a Subsequent Advance in accordance with Section 2.15.

3.4 Issuance of Class A-R Notes

The Class A-R Notes issued on the Amendment and Restatement Date may be registered in the names of the respective Holders thereof and may be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Order and upon receipt by the Trustee of such documents as the Trustee may require.

4. SATISFACTION AND DISCHARGE

4.1 Satisfaction 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, obligations and immunities of the Trustee hereunder, (v) the rights, obligations and immunities of the Collateral Manager hereunder

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and under the Collateral Management Agreement, (vi) the rights, obligations and immunities of the Collateral Administrator hereunder and under the Collateral Administration Agreement, and (vii) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Trustee and payable to all or any of them (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) when:

(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, (B) Notes for whose payment Cash has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3, and (C) Notes in respect of which final payment has been made without presentation or surrender pursuant to Section 2.7(e)) have been delivered to the Trustee for cancellation;

(ii) all Notes not theretofore delivered to the Trustee for cancellation (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 9 under an arrangement satisfactory to the Trustee for the giving of notice of redemption by the Issuer pursuant to Article 9, and 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 Moody’s and “AAA” by S&P, 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, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable), or to their Stated Maturity or Redemption Date (if any), as the case may be, and shall have Granted to the Trustee a valid perfected security interest in such Eligible Investment that is of first priority or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto; provided that this sub-section (ii) shall not apply if an election to act in accordance with the provisions of Section 5.5(a) shall have been made and not rescinded; or

(iii) following an election to act in accordance with the provisions of Section 5.5(a) that has been made and not rescinded, or following the liquidation of all Portfolio Assets at the direction of the Valuation Agent pursuant to Section 12.1(c), the Issuer shall have delivered to the Trustee an Officer’s certificate stating that (i) there are no assets that remain subject to the Lien of this Indenture and (ii) all funds on deposit in the Accounts have been distributed in accordance with the terms of this Indenture (including

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Section 11.1) or the Issuer has otherwise irrevocably deposited or caused to be deposited such funds with the Trustee, in trust for such purpose, and shall have Granted to the Trustee a valid perfected security interest in such funds that is of first priority or free of any adverse claim, as applicable, and shall have furnished an Opinion of Counsel with respect thereto;

(b) the Issuer has paid or caused to be paid all other sums then due and payable hereunder and the Transaction Documents (including any amounts then due and payable pursuant to the Collateral Administration Agreement and the Collateral Management Agreement) by the Issuer and no other amounts are scheduled to be due and payable by the Issuer;

(c) the Issuer has delivered to the Trustee Officers’ certificates 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; and

(d) the Issuer has delivered to the Trustee a certificate stating that (i) there is no Collateral that remains subject to the lien of this Indenture and (ii) 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.

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

4.2 Application of Trust Cash

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

4.3 Repayment of Cash Held by Paying Agent

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

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5. REMEDIES

5.1 Events 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) the Issuer shall default in the payment of any principal, interest or other amount owing under the Notes when due (whether at Stated Maturity, on the Redemption Date (if any), by acceleration, upon optional or mandatory prepayment or otherwise) and such default shall continue for at least three Business Days after notice thereof to the Issuer by any Holder; or

(b) the failure (i) on any Payment Date to disburse amounts available in the Payment Account in accordance with the Priority of Payments and the continuation of such failure for a period of three Business Days, or (ii) by the Sole Shareholder to make any equity contribution (including under Section 2 and 3 of the Issuer Contribution Agreement) or other amount owing to the Issuer pursuant to the Issuer Contribution Agreement and the continuation of such failure for (with respect to the failure under clause (i)) a period of three Business Days and (with respect to the failure under clause (ii)) a period of two Business Days; or

(c) (i) any representation, warranty or certification made herein or pursuant hereto or in or pursuant to any Support Document (or in any modification or supplement hereto or thereto) by the Issuer or the Sole Shareholder shall prove to have been false or misleading as of the time made in any material respect or (ii) the Sole Shareholder shall breach any of its obligation described under Section 7 or 8 of the Issuer Contribution Agreement; provided, however, that if any such representation, warranty or certification is (i) remediable and (ii) not the result of fraud or willful misconduct on the part of the Issuer or Sole Shareholder, such representation, warranty or certification continues unremedied for a period of 30 days after the Issuer becomes aware of such false or misleading representation, warranty or certification; or

(d) (i) the Issuer shall default in the performance of any of its other obligations hereunder or (ii) the Issuer or the Sole Shareholder shall default in the performance of any of its obligations under any Support Document (other than the Sole Shareholder’s obligations under Section 2 and Section 3 of the Issuer Contribution Agreement), and in each case such default (A) has a material adverse effect on the Holders of the Notes and (B) if remediable, continues unremedied for a period of 10 days after notice thereof to the Issuer by any Holder; or

(e) the Issuer or the Sole Shareholder shall (1) be dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) become insolvent or unable to pay its

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debts or fail or admit in writing its inability generally to pay its debts as they become due; (3) make a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institute or have instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition shall be presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) have a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seek or become subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) have a secured party take possession of all or substantially all its assets or have a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party shall maintain possession, or any such process shall not be dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) cause or become subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(f) the Issuer or the Sole Shareholder shall consolidate or amalgamate with, or merge with or into, or transfer all or substantially all its assets to, another Person and, at the time of such consolidation, amalgamation, merger or transfer:

(i) the resulting, surviving or transferee Person shall fail to assume all the obligations of the Issuer or the Sole Shareholder under the Notes or any Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement satisfactory to the Holders of all Notes then Outstanding;

(ii) the benefits of any Support Document shall fail to extend (without the unanimous consent of the Holders of all Notes then Outstanding) to the performance by such resulting, surviving or transferee Person of its obligations under such Support Document; or

(iii) the creditworthiness of the resulting, surviving or transferee Person shall be materially weaker than that of the Issuer or the Sole Shareholder, as the case may be, immediately prior to such advance; or

(g) any Transaction Document shall cease to be in full force or effect or the Issuer or the Sole Shareholder shall disaffirm, disclaim, repudiate or reject, in whole or in

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part, or challenge the validity of, any Transaction Document to which it is a party; or

(h) the Constitutive Documents of the Issuer shall be amended, supplemented or otherwise modified, or shall be terminated, without the consent of each Holder, except for any amendment, supplement or other modification that could not reasonably be expected to have a Material Adverse Effect; or

(i) any of the Issuer, the Sole Shareholder or the pool of Collateral becomes an investment company required to be registered under the Investment Company Act; or

(j) any default, event of default or other similar condition or event (however described) in respect of Sole Shareholder under any obligation for the payment of Indebtedness under any agreement or instrument in an amount greater than U.S.$10,000,000 has resulted in such Indebtedness becoming, or becoming capable at such time of being declared, due and payable under, such agreement or instrument (including as a result of the early termination thereof), before it would otherwise have been due and payable; or

(k) an “Event of Default” occurs and is continuing under the Global Master Repurchase Agreement with respect to which the Sole Shareholder is the “Defaulting Party” (as each such term is defined therein).

Upon obtaining knowledge of the occurrence of an Event of Default (which, in the case of an event described in clause (k), will be obtained by receipt of notice from UBS, in its capacity as party to the Global Master Repurchase Agreement, that such event has occurred), each of (i) the Issuer, (ii) the Trustee, (iii) the Revolving Credit Note Agent and (iv) the Collateral Manager shall notify each other and the Valuation Agent. Upon the occurrence of an Event of Default known or made known pursuant to the foregoing to a Trust Officer of the Trustee, the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear on the Note Registers), each Paying Agent and DTC of such Event of Default in writing (unless such Event of Default has been waived as provided in Section 5.14).

5.2 Acceleration 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)), the Trustee may, and shall (upon the written direction of the Majority Noteholders), by notice to the Issuer, declare the principal of all Notes (including, in the case of the Class A-R Notes, the Outstanding Class A-R Funded Amount (including any future additions to such Outstanding Class A-R Funded Amount as a result of additional Borrowings under the Revolving Credit Note Agreement)) 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.

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If an Event of Default specified in Section 5.1(e) occurs, such accelerations shall automatically occur 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 Cash due has been obtained by the Trustee as hereinafter provided in this Article 5, such declaration may not be rescinded except by the Majority Noteholders.

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

5.3 Collection 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 Note, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any, then due and payable on such Note for principal and interest with interest upon the overdue principal and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

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

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

Subject always to the provisions of Section 5.8, in case there shall be pending Proceedings relative to the Issuer or the Sole Shareholder under the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or the Sole Shareholder or their respective property or such other obligor or its property, or in case of any other comparable Proceedings relative to the Issuer or the Sole Shareholder, or the creditors or property of

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the Issuer or the Sole Shareholder, the Trustee, regardless of whether the principal of any Note shall then be due and payable as therein expressed or by declaration or otherwise and regardless of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes upon direction by the Majority Noteholders 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 Holders allowed in any Proceedings relative to the Issuer or the Sole Shareholder or to the creditors or property of the Issuer or the Sole Shareholder;

(b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders upon the direction of the Majority Noteholders, in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings or Person performing similar functions in comparable Proceedings; and

(c) to collect and receive any Cash or other property payable to or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Trustee on their behalf; and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Holders to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other 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.

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

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

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

5.4 Remedies

(a) If an Event of Default shall have occurred and be continuing, and the Notes have been declared or have become due and payable (an Acceleration Event) and such Acceleration Event and its consequences have not been rescinded and annulled, the Issuer agrees that the Trustee may, and shall, upon written direction of the Majority Noteholders, to the extent permitted by applicable law, exercise one or more of the following rights, privileges and remedies:

(i) with respect to each Portfolio Asset, the Trustee (at the direction of the Majority Noteholders) may direct each Portfolio Asset Obligor thereon under the relevant Underlying Instrument to pay all amounts payable under such Underlying Instrument to (or to the order of) the Trustee in satisfaction of all payment obligations thereunder;

(ii) the Trustee in its discretion may, in its name or in the name of the Issuer or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for the Portfolio Assets and other Collateral but shall be under no obligation to do so;

(iii) the Trustee may set-off any amounts payable by the Issuer with respect to any obligations against any Collateral in the form of Cash; and

(iv) institute Proceedings for the collection of all amounts then payable on the Notes or otherwise payable under this Indenture, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Portfolio Assets and other Collateral any Cash adjudged due;

(v) sell or cause the sale of all or a portion of the Portfolio Assets and other Collateral or rights or interests therein, at one or more public or private sales called and conducted in any manner permitted by law and in accordance with Section 5.17 hereof;

(vi) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Portfolio Assets and other Collateral;

(vii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Holders of the Notes hereunder (including exercising all rights of the Trustee under any Support Document); and

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(viii) exercise any other rights and remedies that may be available at law or in equity;

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

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

(b) If an Event of Default as described in Section 5.1(d) hereof shall have occurred and be continuing the Trustee shall be entitled, and at the direction of the Majority Noteholders shall, institute (or cause the Issuer to institute, in which case the Issuer shall comply with any instruction of the Trustee with respect to such Proceeding) a Proceeding solely to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of which gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding.

(c) Upon any sale, whether made under the power of sale hereby given or by virtue of judicial Proceedings, any Secured Party may bid for and purchase the Collateral or any part thereof and, upon compliance with the terms of sale, may hold, retain, possess or dispose of such property in its or their own absolute right without accountability.

Upon any sale, whether made under the power of sale hereby given or by virtue of judicial Proceedings, the receipt of Cash by the Trustee, or of the Officer making a sale under judicial Proceedings, shall be a sufficient discharge to the purchaser or purchasers at any sale for its or their purchase, and such purchaser or purchasers shall not be obliged to see to the application thereof.

Any such sale, whether under any power of sale hereby given or by virtue of judicial Proceedings, shall bind the Issuer, the Trustee and the Holders of the Notes, shall operate to divest all right, title and interest whatsoever, either at law or in equity, of each of them in and to the property sold, and shall be a perpetual bar, both at law and in equity, against each of them and their successors and assigns, and against any and all Persons claiming through or under them.

(d) Notwithstanding any other provision of this Indenture, none of the Trustee, the Secured Parties or the Holders may, prior to the date which is one year (or if longer,

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any applicable preference period) and one day after the payment in full of all Notes and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under Cayman Islands, U.S. Federal or State bankruptcy or similar laws. Nothing in this Section 5.4 shall preclude, or be deemed to estop, the Trustee, any Secured Party or any Holder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Trustee, such Secured Party or such Holder, respectively, or (ii) from commencing against the Issuer or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding.

5.5 Optional Preservation of Collateral

(a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either:

(i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or

(ii) the Majority Noteholders direct the sale and liquidation of the Collateral.

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

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(b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law.

(c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense).

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

(d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).

5.6 Trustee May Enforce Claims Without Possession of Notes

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

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5.7 Application of Cash Collected

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

5.8 Limitation on Suits

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

(a) such Holder has previously given to the Trustee written notice of an Event of Default;

(b) the Majority Noteholders shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder and such Holder or Holders have provided the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities to be incurred in compliance with such request;

(c) the Trustee, for 30 days after its receipt of such notice, request and provision of such indemnity, has failed to institute any such Proceeding; and

(d) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the Majority Noteholders; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders subject to and in accordance with the Priority of Payments.

5.9 Unconditional Rights of Holders to Receive Principal and Interest

Subject to Section 2.7(g), but notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note, as such principal, interest and other amounts become due and payable in accordance with the Priority of Payments, as the case may be, and, subject to the provisions of Section 5.8, to institute proceedings for the

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enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

5.10 Restoration of Rights and Remedies

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

5.11 Rights and Remedies Cumulative

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

5.12 Delay or Omission Not Waiver

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

5.13 Control by Majority Noteholders

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

(a) such direction shall not conflict with any rule of law or with any express provision of this Indenture;

(b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided that subject to Section 6.1, the Trustee need not take any action that it determines might involve it in liability (unless the Trustee has received the indemnity as set forth in sub-Section (c) below);

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(c) the Trustee shall have been provided with indemnity reasonably satisfactory to it; and

(d) notwithstanding the foregoing, any direction to the Trustee to undertake a Sale of the Collateral must satisfy the requirements of Section 5.5.

5.14 Waiver of Past Defaults

Prior to the time a judgment or decree for payment of the Cash due has been obtained by the Trustee, as provided in this Article 5, Holders of the Notes may waive any past Event of Default or any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default and its consequences; provided that any such Event of Default or occurrence in respect of a covenant or provision hereof cannot be modified or amended without the waiver or consent of each Holder.

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

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

5.15 Undertaking for Costs

All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in Aggregate Outstanding Amount of the Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Stated Maturity (or, in the case of redemption pursuant to Article 9, on or after the Redemption Date).

5.16 Waiver of Stay or Extension Laws

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage

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

5.17 Sale of Collateral

(a) The power to effect any sale or other disposition (a Sale) of any portion of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Trustee may upon notice to the Holders, and shall, upon direction of the Majority Noteholders, from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its rights to any amount fixed by law as compensation for any Sale; provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7.

(b) The Trustee, the Collateral Manager or any of the Collateral Manager’s Affiliates may bid for and acquire any portion of the Collateral in connection with a public Sale thereof, and may pay all or part of the purchase price by crediting against amounts owing on the Notes in the case of the Collateral or other amounts secured by the Collateral, all or part of the net proceeds of such Sale after deducting the reasonable costs, charges and expenses incurred by the Trustee, the Collateral Manager or an Affiliate of the Collateral Manager, as the case may be, in connection with such Sale notwithstanding the provisions of Section 6.7 hereof. The Notes need not be produced in order to complete any such Sale, or in order for the net proceeds of such Sale to be credited against amounts owing on the Notes. The Trustee and the Collateral Manager may hold, lease, operate, manage or otherwise deal with any property so acquired in any manner permitted by law in accordance with this Indenture and the Collateral Management Agreement, respectively.

(c) If any portion of the Collateral consists of securities issued without registration under the Securities Act (Unregistered Securities), the Trustee may seek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with the consent of the Majority Noteholders, seek a no action position from the Securities and Exchange Commission or any other relevant Federal or State regulatory authorities, regarding the legality of a public or private Sale of such Unregistered Securities.

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(d) The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof. In addition, the Trustee is hereby irrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent or see to the application of any Cash.

5.18 Action on the Notes

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

6. THE TRUSTEE

6.1 Certain Duties and Responsibilities

(a) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided that in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture and shall promptly, but in any event within three Business Days in the case of an Officer’s certificate furnished by the Collateral Manager, notify the party delivering the same if such certificate or opinion does not conform. If a corrected form shall not have been delivered to the Trustee within 15 days after such notice from the Trustee, the Trustee shall so notify the Holders.

(b) In case an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall, prior to the receipt of directions, if any, from the Majority Noteholders, or such other percentage as permitted by this Indenture, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of

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care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this sub-Section (c) shall not be construed to limit the effect of sub-Section (a) of this Section 6.1;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it shall be proven that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer or the Collateral Manager in accordance with this Indenture and/or the Majority Noteholders (or such other percentage as may be required by the terms hereof) relating to the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it (if the amount of such funds or risk or liability is reasonably expected not to exceed the amount available for payment to the Trustee pursuant to Section 6.7(a) on the immediately succeeding Payment Date net of the amounts specified in Section 6.7(a), the Trustee shall be deemed to be reasonably assured of such repayment) unless such risk or liability relates to the performance of its ordinary services, including mailing of notices under Article 5, under this Indenture; and

(v) in no event shall the Trustee be liable for special, indirect or consequential loss or damage (including lost profits) even if the Trustee has been advised of the likelihood of such damages and regardless of such action.

(d) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default described in Sections 5.1(c), 5.1(d), 5.1(e), 5.1(f), 5.1(g), 5.1(h), 5.1(i), 5.1(j) or 5.1(k) unless a Trust Officer assigned to and working in the Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default or Default is received by the Trustee at the Corporate Trust Office, and such notice

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references the Notes generally, the Issuer, the Collateral or this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to such an Event of Default or a Default, such reference shall be construed to refer only to such an Event of Default or Default of which the Trustee is deemed to have notice as described in this Section 6.1.

(e) Upon the Trustee receiving written notice from the Collateral Manager that an event constituting “Cause” as defined in the Collateral Management Agreement has occurred, the Trustee shall, not later than one Business Day thereafter, notify the Holders (as their names appear in the Note Registers).

(f) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1.

6.2 Notice of Default

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

6.3 Certain Rights of Trustee

Except as otherwise provided in Section 6.1:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be;

(c) whenever in the administration of this Indenture the Trustee shall (i) deem it desirable that a matter of fact be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s certificate or (ii) be required to determine the value of any Collateral or funds hereunder or the cash flows projected to be received therefrom, the Trustee may, in the absence of bad faith on its part, rely on reports of nationally recognized

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accountants, investment bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the type being valued and securities quotation services;

(d) as a condition to the taking or omitting of any action by it hereunder, the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have provided to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities which might reasonably be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note or other paper or document, but the Trustee, in its discretion, may, and upon the written direction of Holders of at least 25% of the Outstanding Notes shall, make such further inquiry or investigation into such facts or matters as it may see fit or as it shall be directed, and the Trustee shall be entitled, on reasonable prior notice to the Issuer and the Collateral Manager, to examine the books and records relating to the Notes and the Collateral, personally or by agent or attorney, during the Issuer’ or the Collateral Manager’s normal business hours; provided that the Trustee shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be required by law by any regulatory or governmental authority and (ii) to the extent that the Trustee, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder; provided, further, that the Trustee may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its responsibilities hereunder;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; provided that the Trustee shall not be responsible for any misconduct or negligence on the part of any non-Affiliated agent appointed, or non-Affiliated attorney appointed, with due care by it hereunder;

(h) Subject to Section 6.1(b), the Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder;

(i) nothing herein shall be construed to impose an obligation on the part of the Trustee to recalculate, evaluate or verify or independently determine the accuracy of any report, certificate or information received from the Issuer or Collateral Manager

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(unless and except to the extent otherwise expressly set forth herein); provided that nothing in this clause (i) shall supersede or modify the responsibilities and duties of the Collateral Administrator under the Collateral Administration Agreement;

(j) to the extent any defined term hereunder, or any calculation required to be made or determined by the Trustee hereunder, is dependent upon or defined by reference to generally accepted accounting principles (as in effect in the United States of America) (GAAP), the Trustee shall be entitled to request and receive (and rely upon) instruction from the Issuer or, in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain from an Independent accountant at the expense of the Issuer, as to the application of GAAP in such connection, in any instance;

(k) the Trustee shall not be liable for the actions or omissions of the Collateral Manager, the Issuer and any Paying Agent (other than the Trustee) and without limiting the foregoing, the Trustee shall not be under any obligation to monitor, evaluate or verify compliance by the Collateral Manager with the terms of the Collateral Management Agreement, by the Sole Shareholder with the terms of the Issuer Contribution Agreement, or by the MPA Counterparty with the terms of a Master Participation Agreement, or to verify or independently determine the accuracy of information received by the Trustee from the Collateral Manager (or from any selling institution, agent bank, trustee or similar source) with respect to the Collateral;

(l) notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, neither the Trustee nor the Custodian shall be under a duty or obligation in connection with the acquisition or Grant by the Issuer to the Trustee of any item constituting the Collateral, or to evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Issuer in connection with its Grant or otherwise, or in that regard to examine any Underlying Instrument, in each case, in order to determine compliance with applicable requirements of and restrictions on transfer in respect of such Collateral;

(m) in the event the Bank is also acting in the capacity of Paying Agent, Note Registrar, Transfer Agent, Collateral Administrator or Custodian, the rights, protections, benefits, immunities and indemnities afforded to the Trustee pursuant to this Article 6 shall also be afforded to the Bank acting in such capacities;

(n) any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty;

(o) to the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise;

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(p) the Trustee shall not be deemed to have notice or knowledge of any matter unless a Trust Officer has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such notice references the Notes generally, the Issuer or this Indenture. Whenever reference is made in this Indenture to a Default or an Event of Default such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer only to a Default or an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph;

(q) the Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control;

(r) to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided. In accordance with the U.S. Unlawful Internet Gambling Act (the Gambling Act), the Issuer may not use the Accounts or other facilities of the Bank in the United States to process “restricted transactions” as such term is defined in U.S. 31 CFR Section 132.2(y). Therefore, neither the Issuer nor any Person who has an ownership interest in or control over the Accounts may use it to process or facilitate payments for prohibited internet gambling transactions. For more information about the Gambling Act, including the types of transactions that are prohibited, please refer to the following link: HTTP://WWW.FEDERALRESERVE.GOV/NEWSEVENTS/PRESS/BCREG/20081112B.HTM;

(s) the protections and immunities afforded to the Trustee pursuant to this Indenture and the rights of the Trustee under Section 6.3, 6.4 and 6.5 also shall be afforded to the Collateral Administrator, except to the extent they are inconsistent with the terms of the Collateral Administration Agreement;

(t) in making or disposing of any investment permitted by this Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis, whether it or such Affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account. If otherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as Eligible Investments hereunder;

(u) the Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Eligible Investments, (ii) using

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Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.7 of this Indenture; and

(v) the Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any supplemental indenture or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording, filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to maintain any insurance.

(w) The Trustee is hereby authorized and directed to execute in its capacity as Trustee and deliver in the form presented to it all Transaction Documents to which it is a party, as Trustee.

6.4 Not Responsible for Recitals or Issuance of Notes

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

6.5 May Hold Notes

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

6.6 Cash Held in Trust

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

6.7 Compensation and Reimbursement

(a) Subject to Section 6.7(b) below, the Issuer agrees:

(i) to pay the Trustee on each Payment Date reasonable compensation, as set forth in a separate fee letter, for all services rendered by it hereunder and under the other Transaction Documents (which compensation shall not be

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limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii) except as otherwise expressly provided herein, to reimburse the Trustee in a timely manner upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other Transaction Document (including, without limitation, securities transaction charges and the reasonable compensation and expenses and disbursements of its agents and legal counsel and of any accounting firm or investment banking firm employed by the Trustee pursuant to Section 5.4, 5.5 or 6.3(c) except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith) but with respect to securities transaction charges, only to the extent any such charges have not been waived during a Monthly Period due to the Trustee’s receipt of a payment from a financial institution with respect to certain Eligible Investments, as specified by the Collateral Manager;

(iii) to indemnify the Trustee and its Officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costs) against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder and under any other Transaction Document; and

(iv) to pay the Trustee reasonable additional compensation together with its expenses (including reasonable counsel fees) for any collection action taken pursuant to Section 6.13 hereof.

(b) The Trustee shall receive amounts pursuant to this Section 6.7 and any other amounts payable to it under this Indenture only as provided in Section 10.3(c) and Section 11.1, and the Issuer Contribution Agreement, and only to the extent that funds are available for the payment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Holders shall affect the right of the Trustee to collect amounts owed to it under this Indenture. If on any date when a fee shall be payable to the Trustee pursuant to this Indenture insufficient funds are available for the payment thereof, any portion of a fee not so paid shall be deferred and payable on such later date on which a fee shall be payable and sufficient funds are available therefor.

(c) The Trustee hereby agrees not to cause the filing of a petition in bankruptcy against the Issuer until at least one year and one day, or, if longer, the applicable preference

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period then in effect plus one day, after the payment in full of all Notes (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer) issued under this Indenture.

(d) The Issuer’s payment obligations to the Trustee under this Section 6.7 shall be secured by the lien of this Indenture, and shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default or an Event of Default under Section 5.1(e), the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable Federal or State bankruptcy, insolvency or similar law.

6.8 Corporate Trustee Required; Eligibility

There shall at all times be a Trustee hereunder which shall be an Independent organization or entity organized and doing business under the laws of the United States of America or of any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by Federal or State authority, having a rating of at least “Baa1” by Moody’s and at least “BBB+” by S&P and having an office within the United States of America. If such organization or entity publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus of such organization or entity shall be deemed to be its combined capital and surplus as set forth in its most recent published report of condition. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.8, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 6.

6.9 Resignation and Removal; Appointment of Successor

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 6 shall become effective until the acceptance of appointment by the successor Trustee under Section 6.10.

(b) The Trustee may resign at any time by giving not less than 30 days’ written notice thereof to the Issuer, the Collateral Manager, the Revolving Credit Note Agent and the Holders of the Notes. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8 by written instrument, in duplicate, executed by an Authorized Representative of the Issuer, one copy of which shall be delivered to the Trustee so resigning and one copy to the successor Trustee or Trustees, together with a copy to each Holder and the Collateral Manager; provided that such successor Trustee shall be appointed only upon the written consent of each Holder or, at any time when an Event of Default shall have occurred and be continuing, by an Act of the Majority Noteholders. If no successor Trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been

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delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee or any Holder, on behalf of itself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor Trustee satisfying the requirements of Section 6.8.

(c) The Trustee may be removed at any time by an Act of Holders of 100% of the Aggregate Outstanding Amount of Notes delivered to the Trustee and to the Issuer.

(d) If at any time:

(i) the Trustee shall cease to be eligible under Section 6.8 and shall fail to resign after written request therefor by the Issuer or by any Holder; or

(ii) the Trustee shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver or liquidator of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

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

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any reason (other than resignation), the Issuer, by Issuer Order, shall promptly appoint a successor Trustee, provided that any such appointment shall be subject to the prior consent of each Holder. If the Issuer shall fail to appoint a successor Trustee within 60 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee may be appointed by Holders of 100% of the Aggregate Outstanding Amount of Notes by written instrument delivered to the Issuer and the retiring Trustee. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede any successor Trustee proposed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or Holders of 100% of the Aggregate Outstanding Amount of Notes and shall have accepted appointment in the manner hereinafter provided, subject to Section 5.15, any Holder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Issuer shall give prompt notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first class mail, postage prepaid, to the Collateral Manager, the Holders of the Notes as their names and addresses appear in the Note Registers. Each notice shall include the name of the successor Trustee and the address of its

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Corporate Trust Office. If the Issuer fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Issuer.

(g) If the Bank shall resign or be removed as Trustee, the Bank shall also resign or be removed as Custodian, Paying Agent, Note Registrar and any other capacity in which the Bank is then acting pursuant to this Indenture or any other Transaction Document.

6.10 Acceptance of Appointment by Successor

Every successor Trustee appointed hereunder shall meet the requirements of Section 6.8 and shall execute, acknowledge and deliver to the Issuer and the retiring Trustee an instrument accepting such appointment. Upon delivery of the required instruments, the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of the retiring Trustee; but, on request of the Issuer or the Majority Noteholders or the successor Trustee, such retiring Trustee shall, upon payment of its charges then unpaid, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and Cash held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

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

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

6.12 Co-Trustees

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

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such rights of action on behalf of the Holders, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12.

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

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

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

(a) the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, Cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee;

(b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee jointly as shall be provided in the instrument appointing such co-trustee;

(c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12;

(d) no co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee hereunder;

(e) the Trustee shall not be liable by reason of any act or omission of a co-trustee; and

(f) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each co-trustee.

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6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds

In the event that the Collateral Administrator provides the Trustee with notice that a payment with respect to any item of Collateral has not been received on its Due Date, (a) the Trustee shall promptly notify the Issuer and the Collateral Manager in writing and (b) unless within three Business Days (or the end of the applicable grace period for such payment, if any) after such notice (x) such payment shall have been received by the Trustee or (y) the Trustee has received notice from the Collateral Manager that it is taking action in respect of such payment, the Trustee shall request the issuer of or obligor on such item of Collateral, the trustee under the related Underlying Instrument or the paying agent designated by either of them, as the case may be, to make such payment as soon as practicable after such request but in no event later than three Business Days after the date of such request. In the event that such payment is not made within such time period, the Trustee, subject to the provisions of clause (iv) of Section 6.1(c), shall take such action as the Collateral Manager shall direct. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture. In the event that the Issuer or the Collateral Manager requests a release of any Collateral and/or delivers an additional Portfolio Asset in connection with any such action under the Collateral Management Agreement, such release and/or substitution shall be subject to Section 10.6 and Article 12 of this Indenture, as the case may be. Notwithstanding any other provision hereof, the Trustee shall deliver to the Issuer or its designee any payment with respect to any additional Portfolio Asset or other Collateral received after the Due Date thereof to the extent the Issuer previously made provisions for such payment satisfactory to the Trustee in accordance with this Section 6.13 and such payment shall not be deemed part of the Collateral. The foregoing shall not preclude any other exercise of any right or remedy by the Issuer with respect to any default or event of default arising under a Portfolio Asset.

6.14 Authenticating Agents

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

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

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

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

6.15 Withholding

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

6.16 Fiduciary for Holders Only; Agent for each other Secured Party

With respect to the security interest created hereunder, the delivery of any Collateral to the Trustee is to the Trustee as trustee for the Holders and agent for each other Secured Party. In furtherance of the foregoing, the possession by the Trustee of any Collateral, the endorsement to or registration in the name of the Trustee of any Collateral (including

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without limitation as entitlement holder of the Custodial Account) are all undertaken by the Trustee in its capacity as trustee for the Holders, and agent for each other Secured Party. The Trustee shall not by reason of this Indenture be deemed to be acting as fiduciary for the Collateral Manager, provided that the foregoing shall not limit any of the express obligations of the Trustee under this Indenture.

6.17 Representations and Warranties of the Bank

The Bank hereby represents and warrants as follows:

(a) Organization. The Bank has been duly organized and is validly existing as a national banking association with trust powers under the laws of the United States and has the power to conduct its business and affairs as a trustee, paying agent, registrar, transfer agent, custodian and calculation agent.

(b) Authorization; Binding Obligations. The Bank has the corporate power and authority to perform the duties and obligations of Trustee, Paying Agent, Note Registrar, Transfer Agent and Custodian under this Indenture. The Bank has taken all necessary corporate action to authorize the execution, delivery and performance of this Indenture, and all of the documents required to be executed by the Bank pursuant hereto. This Indenture has been duly authorized, executed and delivered by the Bank and constitutes the legal, valid and binding obligation of the Bank enforceable in accordance with its terms subject, as to enforcement, (i) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Bank and (ii) to general equitable principles (whether enforcement is considered in a proceeding at law or in equity).

(c) Eligibility. The Bank is eligible under Section 6.8 to serve as Trustee hereunder.

(d) No Conflict. Neither the execution, delivery and performance of this Indenture, nor the consummation of the transactions contemplated by this Indenture, (i) is prohibited by, or requires the Bank to obtain any consent, authorization, approval or registration under, any law, statute, rule, regulation, judgment, order, writ, injunction or decree that is binding upon the Bank or any of its properties or assets, or (ii) will violate any provision of, result in any default or acceleration of any obligations under, result in the creation or imposition of any lien pursuant to, or require any consent under, any material agreement to which the Bank is a party or by which it or any of its property is bound

6.18 Rights of Trustee under certain Transaction Documents.

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

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7. COVENANTS

7.1 Payment of Principal and Interest

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

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

7.2 Maintenance of Office or Agency

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

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

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

7.3 Cash for Note Payments to be Held in Trust

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

When the Issuer shall have a Paying Agent that is not also a Note Registrar, it shall furnish, or cause the applicable Note Registrar to furnish, no later than the fifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agent may reasonably

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request, of the names and addresses of the Holders and of the certificate numbers of individual Notes held by each such Holder.

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

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

(a) allocate all sums received for payment to the Holders of Notes for which it acts as Paying Agent on each Payment Date (including the Redemption Date (if any)) among such Holders in the proportion specified in the applicable Payment Date Report to the extent permitted by applicable law;

(b) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(c) if such Paying Agent is not the Trustee, immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards set forth above required to be met by a Paying Agent at the time of its appointment;

(d) if such Paying Agent is not the Trustee, immediately give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made; and

(e) if such Paying Agent is not the Trustee, during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

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

Except as otherwise required by applicable law, any Cash deposited with the Trustee or any Paying Agent (with respect to Notes) in trust for any payment on any Note and remaining unclaimed for two years after such amount has become due and payable shall be paid to the Issuer on Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment of such amounts (but only to the extent of the amounts so paid to the Issuer) and all liability of the Trustee or such Paying Agent with respect to such trust Cash shall thereupon cease. The Trustee or such Paying Agent, before being required to make any such release of payment, may, but shall not be required to, adopt and employ, at the expense of the Issuer any reasonable means of notification of such release of payment, including, but not limited to, mailing notice of such release to Holders whose right to or interest in Cash due and payable but not claimed is determinable from the records of any Paying Agent, at the last address of record of each such Holder.

7.4 Existence of Issuer

(a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a company incorporated under the laws of the Cayman Islands, and shall obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Collateral; provided that (x) the Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) the Issuer has taken all necessary steps to ensure that Trustee’s security interest in the Collateral continues in effect and has received an Opinion of Counsel similar to closing date opinion given by counsel to the Issuer to the effect that, after giving effect to such change, Trustee has a first priority perfected security interest in the Collateral and that the Issuer shall not be subject to any obligations for payment of Taxes that it would not have been subject to but for such change of jurisdiction, (iii) written notice of such change shall have been given by the Trustee to the Holders and the Collateral Manager, and (iv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from Holders of at least 25% of the Outstanding Notes objecting to such change and (y) the Issuer shall be entitled to take any action required by this Indenture within the United States notwithstanding any provision of this Indenture requiring

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the Issuer to take such action outside of the United States so long as prior to taking any such action the Issuer receives a legal opinion from nationally recognized legal counsel to the effect that it is not necessary to take such action outside of the United States or any political subdivision thereof in order to prevent the Issuer from becoming subject to United States federal, state or local income taxes on a net income basis or any material other taxes to which the Issuer would not otherwise be subject.

(b) The Issuer shall ensure that all limited liability company or other formalities regarding its existence (including holding regular members’, managers’ or other similar meetings) are followed. The Issuer shall not take any action or conduct its affairs in a manner, that is likely to result in its separate existence being ignored (other than for U.S. Federal income tax purposes) or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, (ii) the Issuer shall not (A) have any employees, (B) engage in any transaction with any Person that would constitute a conflict of interest (provided that its entering into and performance of its obligations under the Transaction Documents shall not be deemed to be a transaction that would constitute a conflict of interest) or (C) pay distributions to its equity owners other than in accordance with the terms of this Indenture and its Constitutive Documents and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) except as expressly contemplated herein and in the Issuer Contribution Agreement, maintain an arm’s length relationship with its Affiliates (provided that its relationship with its Affiliates pursuant to the Transaction Documents shall be deemed to be at arm’s length), (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

7.5 Protection of Collateral

(a) The Issuer will take such action as is necessary to maintain the perfection and priority of the security interest of the Trustee in the Collateral; provided that the Issuer shall be entitled to rely on any Opinion of Counsel delivered pursuant to Section 7.6 and any Opinion of Counsel with respect to the same subject matter delivered pursuant to Section 3.1(d) to determine what actions are necessary, and shall be fully protected in so relying on such an Opinion of Counsel, unless the Issuer has actual knowledge that the procedures described in any such Opinion of Counsel are no longer adequate to maintain such perfection and priority. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and file or authorize the filing of all such Financing Statements, continuation statements, instruments of further assurance and other

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instruments, and shall take such other action as may be necessary or advisable or desirable to secure the rights and remedies of the Holders of the Notes hereunder and to:

(i) Grant more effectively all or any portion of the Collateral;

(ii) maintain, preserve and perfect any Grant made or to be made by this Indenture including, without limitation, the first priority nature of the lien or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture (including any and all actions necessary or desirable as a result of changes in law or regulations);

(iv) enforce any of the Collateral or other instruments or property included in the Collateral;

(v) preserve and defend title to the Collateral and the rights therein of the Trustee and the Holders of the Notes in the Collateral against the claims of all Persons and parties; or

(vi) pay or cause to be paid any and all taxes levied or assessed upon all or any part of the Collateral.

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

(b) The Issuer shall enforce all of its material rights and remedies under each Transaction Document to which it is a party.

(c) Promptly upon obtaining knowledge that security interest granted by the Issuer to the Trustee pursuant to this Indenture in any Portfolio Asset ceases to be a valid first priority security interest, the Issuer shall notify UBS whether (1) such Portfolio Asset will be secured by such security interest or Lien in, to or on such specified collateral within a period of not more than 5 Business Days or (2) the Issuer will sell such Portfolio Asset pursuant to Section 12.1(b).

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7.6 Opinions as to Collateral

On or before May 31 in each calendar year, commencing in 2014, the Issuer shall furnish to the Trustee an Opinion of Counsel relating to the security interest granted by the Issuer to the Trustee, stating that, as of the date of such opinion, the lien and security interests created by this Indenture with respect to the Collateral remain in effect and that no further action (other than as specified in such opinion) needs to be taken to ensure the continued effectiveness of such lien over the next year and (ii) the back-up security interest Granted by the Sole Shareholder (or any Affiliate thereof) to the Issuer and Trustee, stating that, as of the date of such opinions, the lien and security interest created by the Master Participation and Assignment Agreement with respect to the related Portfolio Assets remain in effect and that no further action (other than as specified in such opinion) needs to be taken to ensure the continued effectiveness of such lien over the next year.

7.7 Performance of Obligations

(a) The Issuer shall not take any action that would release any Person from any of such Person’s covenants or obligations under any instrument included in the Collateral, except (i) in the case of enforcement action taken with respect to any Defaulted Obligation in accordance with the provisions hereof or (ii) actions by the Collateral Manager under the Collateral Management Agreement and in conformity with this Indenture or as otherwise required hereby (including consenting to any amendment or modification to the documents governing any Portfolio Asset); provided, however, that the Issuer shall not be required to take any action following the release of any Obligor under any Portfolio Asset to the extent such release is completed pursuant to the Underlying Instruments related to such Portfolio Asset in accordance with their terms.

(b) The Issuer may, with the prior written consent of each Holder (except in the case of the Collateral Management Agreement and the Collateral Administration Agreement, in which case no consent shall be required), contract with other Persons, including the Collateral Manager, the Trustee and the Collateral Administrator for the performance of actions and obligations to be performed by the Issuer hereunder and under the Collateral Management Agreement by such Persons. Notwithstanding any such arrangement, the Issuer shall remain primarily liable with respect thereto. In the event of such contract, the performance of such actions and obligations by such Persons shall be deemed to be performance of such actions and obligations by the Issuer; and the Issuer will punctually perform, and use their best efforts to cause the Collateral Manager, the Trustee, the Collateral Administrator and such other Person to perform, all of their obligations and agreements contained in the Collateral Management Agreement, this Indenture, the Collateral Administration Agreement or any such other agreement.

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7.8 Negative Covenants

(a) The Issuer will not at any time from and after the Amendment and Restatement Date:

    (i) sell, transfer, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), any part of the Collateral, except as expressly permitted by this Indenture;

   (ii) claim any credit on, make any deduction from, or dispute the enforceability of payment of the principal or interest payable (or any other amount) in respect of the Notes (other than amounts withheld or deducted in accordance with the Code or any applicable laws of the Cayman Islands or other applicable jurisdiction);

  (iii) incur or assume or guarantee any Indebtedness, other than the Notes, this Indenture and the transactions contemplated hereby;

  (iv) issue any additional class of securities or any additional membership interests;

   (v) permit the validity or effectiveness of this Indenture or any Support Document or any Grant hereunder or thereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to this Indenture or the Notes except as may be permitted hereby;

  (vi) except as permitted by this Indenture, take any action that would permit the lien of this Indenture not to constitute a valid first priority security interest in the Collateral;

 (vii) amend the Collateral Management Agreement (except pursuant to the terms thereof and Article 15 of this Indenture) or the Issuer Contribution Agreement;

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

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

   (x) permit the formation of any subsidiaries;

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

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 (xii) have any employees (other than directors to the extent they are employees);

(xiii) sell, transfer, exchange or otherwise dispose of Collateral, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of the Collateral, except as expressly permitted by this Indenture;

(xiv) apply proceeds of the issuance of Notes for any purpose other than as described in Section 3.3; or

 (xv) enter into any Hedge Agreement.

(b) The Issuer will not be party to any agreements without including customary “non-petition” and “limited recourse” provisions therein (and shall not amend or eliminate such provisions in any agreement to which it is party), except for any agreements related to the purchase and sale of any Portfolio Assets or Eligible Investments which contain customary purchase or sale terms or which are documented using customary loan trading documentation.

(c) The Issuer may not acquire any of the Notes (including any Notes surrendered or abandoned).

(d) The Issuer shall not hold Cash in any accounts other than the Accounts and shall not permit any Interest Collections or Principal Collections to be paid into any account except the Collection Account, the Delayed-Draw/Commitment Proceeds Account (solely in accordance with Section 10.3(d)) or the Portfolio Gains Account (solely in accordance with Section 10.3(f)). In the event that any Interest Collections or Principal Collections are paid to any account other than the Collection Account, the Issuer shall procure that such funds are promptly transferred to the Collection Account.

(e) In the event that, for any reason, the Issuer receives Cash denominated in a Non-USD Currency (from any source), the Issuer shall promptly exchange (or cause the Trustee to exchange at the spot rate of exchange customarily offered by the Trustee for such purposes) such Cash into Dollars and credit such USD funds to the appropriate Account.

(f) The Issuer shall not, without the prior written consent of the Majority Noteholders, accept any contribution from any Person, other than a capital contribution that is expressly required to be made by the Sole Shareholder under the Issuer Contribution Agreement in accordance with Section 2 or 3 thereof (each Contribution that is made with the prior written consent of the Majority Noteholders or that is expressly required to be made by the Sole Shareholder under the Issuer Contribution Agreement, a Permitted Contribution). If any contribution is received that is not a Permitted Contribution, the Issuer shall instruct the Trustee to promptly return such contribution to the Person that made such contribution.

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For the avoidance of doubt, the foregoing shall be without prejudice to the right of the Issuer to receive, and the right of the Trustee to credit to the relevant account in accordance with Section 10 hereof, any Interest Collections or Principal Collections received in respect of Portfolio Assets.

7.9 Statement as to Compliance

On or before May 31 in each calendar year commencing in 2014, or immediately if there has been a Default under this Indenture, the Issuer shall deliver to the Trustee (to be forwarded by the Trustee to the Collateral Manager and each Holder making a written request therefor) a certificate of the Issuer that, having made reasonable inquiries of the Collateral Manager, and to the best of the knowledge, information and belief of the Issuer, there did not exist, as at a date not more than five days prior to the date of the certificate, nor had there existed at any time prior thereto since the date of the last certificate (if any), any Default hereunder or, if such Default did then exist or had existed, specifying the same and the nature and status thereof, including actions undertaken to remedy the same, and that the Issuer has complied with all of its obligations under this Indenture or, if such is not the case, specifying those obligations with which it has not complied.

7.10 Issuer May Not Consolidate Except on Certain Terms

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

7.11 Successor Substituted

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

7.12 No Other Business

The Issuer shall not have any employees and shall not engage in any business or activity other than issuing, paying and redeeming the Notes issued pursuant to this Indenture and the Revolving Credit Note Agreement, acquiring, holding, selling, exchanging, redeeming and pledging, solely for its own account, Portfolio Assets, Eligible Investments and any other Collateral, and other activities incidental thereto, including entering into, and performing its obligations under, the Transaction Documents to which it is a party and

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other documents contemplated thereby and/or incidental thereto. The Issuer shall not hold itself out as originating loans, lending funds or securities, making a market in loans or other assets or selling loans or other assets to customers or as willing to enter into, assume, offset, assign or otherwise terminate positions in derivative financial instruments with customers. The Issuer shall not hold itself out as a derivatives dealer willing to enter into either side of, or to offer to enter into, assume, offset, assign or otherwise terminate positions in (i) interest rate, currency, equity, or commodity swaps or caps or (ii) derivative financial instruments (including options, forward contracts, short positions and similar instruments) in any commodity, currency, share of stock, partnership or trust, note, bond, debenture or other evidence of indebtedness, swap or cap. The Issuer shall not amend, or permit the amendment of, its Constitutive Documents without prior written consent of the Trustee and each Holder (unless such amendment could not reasonably be expected to materially adversely affect any of the Issuer, the Holders, the Collateral or the interests of the Trustee and Issuer therein and notice thereof has been given to the Trustee and the Valuation Agent).

7.13 Acquisition of Portfolio Assets

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

7.14 Reporting

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

7.15 Certain Tax Matters

(a) The Issuer represents that (i) it is treated as an entity disregarded from its owner, the Sole Shareholder, for U.S. Federal income tax purposes and (ii) the Sole Shareholder is treated as a U.S. person not classified as a corporation for U.S. Federal tax purposes. The Issuer shall not take any action, and shall not permit or

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cause the Sole Shareholder to take any action, that would result in the Issuer being classified other than as a disregarded entity for U.S. Federal tax purposes.

(b) The Issuer will treat each purchase of Portfolio Assets as a “purchase” for tax accounting and reporting purposes.

(c) The Issuer shall file, or cause to be filed, any tax returns, including information tax returns, required by any governmental authority.

(d) Notwithstanding anything herein to the contrary, the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Placement Agent, the Holders and beneficial owners of the Notes and each employee, representative or other agent of those Persons, may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and tax structure of the transactions contemplated by this Indenture and all materials of any kind, including opinions or other tax analyses, that are provided to those Persons. This authorization to disclose the U.S. tax treatment and tax structure does not permit disclosure of information identifying the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Placement Agent, the Holders or any other party to the transactions contemplated by this Indenture, the issuance and sale of the Notes or the pricing (except to the extent such information is relevant to U.S. tax structure or tax treatment of such transactions).

(e) Each of the Collateral Manager, the Issuer, the Trustee, the Collateral Administrator, the Holders and each beneficial owner of the Notes agrees, for U.S. federal income tax purposes, (i) not to treat the Notes as a partnership interest or any other equity interest in the Issuer, (ii) to treat the Issuer as the beneficial owner of the Portfolio Assets; and to report the investment by the Holders in the Notes consistently with such treatment on all tax and information returns and other written communications with any taxing authority.

(f) The Issuer shall not be obligated to pay any additional amounts to Holders or beneficial owners of Notes in respect of any Portfolio Asset as a result of deduction or withholding by an Obligor on such Portfolio Asset for or on account of any present or future taxes, duties, assessments or governmental charges in respect of such Portfolio Asset.

7.16 Side Letter Security Agreement

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

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8. SUPPLEMENTAL INDENTURES

8.1 Supplemental Indentures Without Consent of Holders of Notes

(a) Without the consent of any Holders (except any consent required by clause (iii) or (vi) below), but only with the prior written consent of the Collateral Manager, the Issuer and the Trustee, at any time and from time to time may, with an Opinion of Counsel (which may be based on an Officer’s certificate provided by the Issuer or the Collateral Manager on behalf of the Issuer) being provided to the Issuer or the Trustee that the Holders of the Notes would not be materially and adversely affected thereby (except in the case of clause (iii) or (vi) below for which no such Opinion of Counsel shall be required), enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

(i) to evidence the succession of another Person to the Issuer and the assumption by any such successor Person of the covenants of the Issuer herein and in the Notes;

(ii) to add to the covenants of the Issuer or the Trustee for the benefit of the Secured Parties;

(iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes, provided that, if the Holders would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from each Holder;

(iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof;

(v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property;

(vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or

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regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder, provided that, if the Holders of any Class would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (vi), the consent to such supplemental indenture has been obtained from each Holder of such Class;

(vii) otherwise to correct any inconsistency or cure any ambiguity, omission or manifest errors in this Indenture;

(viii) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to (or otherwise reducing) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance;

(ix) to change the name of the Issuer in connection with the change in name or identity of the Collateral Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license;

(x) to amend, modify or otherwise accommodate changes to this Indenture to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; or

(xi) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Volcker Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Volcker Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) such modification or amendment is approved in writing by a supermajority (662/3% based on the aggregate principal amount of Notes held by Section 13 Banking Entities) of Holders that are Section 13 Banking Entities (voting as a single class).

8.2 Supplemental Indentures With Consent of Holders of Notes

The Trustee and the Issuer shall not execute any indenture supplemental hereto to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of any Class under this Indenture without

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the written consent of each Holder of such Class and the Collateral Manager, except as otherwise permitted under Section 8.1.

8.3 Execution of Supplemental Indentures

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

(b) With respect to any supplemental indenture permitted by Section 8.1, the Trustee and the Issuer shall be entitled to receive and conclusively rely upon an Opinion of Counsel (stating that the supplemental indenture is authorized or permitted by the Indenture and all conditions precedent have been satisfied) as to matters of law (which does not include whether or not the Holders of any Class would be materially and adversely affected by a supplemental indenture), which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) or, with respect to matters of fact (including whether or not the Holders of any Class would be materially and adversely affected by a supplemental indenture), a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert familiar with the market for the Notes pursuant to Section 8.4; provided that, for any supplemental indenture (other than any supplemental indenture entered into pursuant to sub-clauses (iii) and (vi) of Section 8.1(a) for which the consent of the Holders of the Notes would not otherwise be required except as expressly set forth in such clauses) if Holders of at least 25% of the Outstanding Notes of any Class have provided notice to the Trustee at least one Business Day prior to the execution of such supplemental indenture that the Holders of such Class would be materially and adversely affected thereby, the Trustee shall not be entitled so to rely upon a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert as to whether or not the Holders of such Class would be materially and adversely affected by such supplemental indenture and the Trustee shall not enter into such supplemental indenture without the prior written consent of each Holder of such Class. Such determination shall be conclusive and binding on all present and future Holders. In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the trusts created by this Indenture, the Trustee and the Issuer shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. Neither the Trustee nor the Issuer shall be liable for any reliance made in good faith upon such an Opinion of Counsel or a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert pursuant to Section 8.4.

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(c) At the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to Section 8.1, the Trustee shall deliver to the Collateral Manager, the Revolving Credit Note Agent, the Collateral Administrator and the Holders a notice attaching a copy of such supplemental indenture and indicating the proposed date of execution of such supplemental indenture. Following such delivery by the Trustee, if any changes are made to such supplemental indenture other than to correct typographical errors or to adjust formatting, then at the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 5 Business Days prior to the execution of such proposed supplemental indenture (provided that the execution of such proposed supplemental indenture shall not in any case occur earlier than the date 15 Business Days after the initial distribution of such proposed supplemental indenture pursuant to the first sentence of this Section 8.3(c)), the Trustee shall deliver to the Collateral Manager, the Revolving Credit Note Agent, the Collateral Administrator and the Holders a copy of such supplemental indenture as revised, indicating the changes that were made. At the cost of the Issuer, the Trustee shall provide to the Holders a copy of the executed supplemental indenture after its execution. Any failure of the Trustee to publish or deliver such copy of the executed supplemental indenture shall not in any way impair or affect the validity of any such supplemental indenture.

(d) It shall not be necessary for any consent or Act of any Holders of Notes to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any such Holders to such proposed supplemental indenture is required, that such Act or consent shall approve the substance thereof.

(e) The Issuer agrees that it will not permit to become effective any supplement or modification to this Indenture which would (i) increase the duties or liabilities of, reduce or eliminate any right or privilege of (including as a result of an effect on the amount or priority of any fees or other amounts payable to the Collateral Manager), or adversely change the economic consequences to, the Collateral Manager, (ii) modify the restrictions on the Sales of Portfolio Assets or (iii) expand or restrict the Collateral Manager’s discretion, and the Collateral Manager shall not be bound thereby unless the Collateral Manager shall have consented in advance thereto in writing.

8.4 Determination of Effect on Holders

(a) Unless notified prior to the execution of a supplemental indenture by Holders of at least 25% of the Outstanding Notes of any Class that the Holders of the Notes of such Class would be materially and adversely affected as set forth in Section 8.3(b), the determination of whether any Holder is materially adversely affected by any proposed supplemental indenture under this Article 8 shall be made based on a certificate of any of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert familiar with the market for the Notes

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as to the economic effect of the proposed supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders.

(b) The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law.

(c) The Trustee shall not be liable for any such determination made in good faith and in reliance upon any certificate referred to in Section 8.4(a), if applicable, and an Opinion of Counsel delivered to the Trustee as described in Section 8.3.

8.5 Effect of Supplemental Indentures

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

8.6 Reference in Notes to Supplemental Indentures

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

9. REDEMPTION OF NOTES

9.1 Mandatory redemption

(a) If the Class A-2 Purchase Option is not exercised on the Class A-2 Purchase Option Exercise Date (as notified by the Sole Shareholder or UBS to the Issuer and the Trustee), the Issuer shall redeem the Class A-2 Notes in whole but not in part (any such redemption, the “Class A-2 Purchase Option Non-Exercise Redemption”):

(i) at the Redemption Price, and such Redemption Price shall be paid (x) ratably to the Holders of the Class A-2 Notes (such that each Holder of the Class A-2 Notes shall receive an amount equal to the aggregate Redemption Price for the Aggregate Outstanding Amount of the Class A-2 Notes being

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so redeemed multiplied by a percentage equal to (x) the Aggregate Outstanding Amount of the Class A-2 Notes held by such Holder on the related Record Date divided by (y) the Aggregate Outstanding Amount of the Class A-2 Notes on the related Record Date); provided that the Holders of 100% of the Aggregate Outstanding Amount of the Notes may elect in writing to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of the Class A-2 Notes), and (y) from the Principal Collections standing to the credit of the Collection Account; and

(ii) on the Redemption Date,

provided that:

(1)     the Issuer (or the Collateral Manager on its behalf) certifies in writing to the Trustee (with a copy to the Valuation Agent) that no Event of Default has occurred and is continuing at the time of the Class A-2 Purchase Option Non-Exercise Redemption, the expected Redemption Price of the Notes to be redeemed and the amount of any accrued interest on such Notes;

(2)     at least five Business Days before the scheduled Redemption Date, the Issuer shall have furnished to the Trustee an Officer’s certificate, in a form reasonably satisfactory to the Trustee, certifying that the Issuer has entered into a binding agreement or agreements with a purchaser or purchasers to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, Redemption Portfolio Assets with an aggregate purchase price that will result in the Issuer receiving net sale proceeds that are sufficient (together with any existing amounts standing to the credit of the Principal Collection Subaccount) to redeem all of the Class A-2 Notes on the scheduled Redemption Date at the Redemption Price and to pay all accrued and unpaid interest on the Class A-2 Notes up to but excluding the Redemption Date;

(3)     any certification delivered by the Issuer pursuant to clause (2) above shall include (x) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Redemption Portfolio Assets and (y) all calculations required by such clause (2); and

(4)     any Holder of Notes, the Sole Shareholder, or any of their respective Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Collateral to be sold as part of the Class A-2 Purchase Option Non-Exercise Redemption.

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9.2 Redemption Procedures

(a) Upon its receipt of such written direction directing the Class A-2 Purchase Option Non-Exercise Redemption, the Trustee shall notify the Collateral Manager and the Holders of each Class of Notes pursuant to Section 9.2(b).

(b) Notice of redemption pursuant to Section 9.1 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Class A-2 Note shall not impair or affect the validity of the other Notes or the rights, title, interest or benefit of the Holder of any other Note with respect to such other Note.

(c) Notwithstanding anything to the contrary in Article 8, with respect to any redemption (or proposed redemption) of the Class A-2 Notes hereunder, the provisions of this Article 9 (other than the Redemption Price and the Redemption Date) may be waived or modified with the written consent of the Issuer and the Valuation Agent and, for the avoidance of doubt, without the consent of any Holder. The Trustee shall be fully protected by relying solely on any such written consent (without the need to obtain an opinion of counsel described in Article 8).

9.3 Class A-2 Notes Payable on Redemption Date

(a) As of the Class A-R Purchase Option Exercise Date, all of the Class A-2 Notes to be redeemed pursuant to the Class A-2 Purchase Option Non-Exercise Redemption shall become due and payable and shall be redeemed in full, and interest on the Class A-2 Notes shall cease to accrue on the Redemption Date.

(b) Upon final payment on a Class A-2 Note to be so redeemed in whole and not in part, the Holder of such Note shall present and surrender such Note at the place specified in the notice of redemption on or prior to such Redemption Date provided that 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 such presentation or surrender, 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 Note. Payments of interest on the Class A-2 Notes so to be redeemed which are payable on the Redemption Date shall be payable pursuant to Section 11.1(a) to the Holders of such Class A-2 Notes, or one or more predecessor Class A-2 Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.5(e).

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10. ACCOUNTS, ACCOUNTINGS AND RELEASES

10.1 Collection of Cash

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

10.2 Collection Account

(a) In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Amendment and Restatement Date, cause to be established by the Custodian three segregated securities accounts, one of which will be designated the “Interest Collection Subaccount”, one of which will be designated the “Principal Collection Subaccount” and one of which will be designated the “Sold PI Loan Collection Subaccount” (and which together will comprise the Collection Account), each in the name of the Issuer, each of which (other than the Sold PI Loan Collection Subaccount) subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured

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Parties and each of which shall be maintained with the Custodian and in the case of the Collection Account (other than the Sold PI Loan Collection Subaccount) in accordance with the Issuer Account Control Agreement. The Trustee shall from time to time deposit into the Interest Collection Subaccount, in addition to the deposits required pursuant to Section 10.4(a), immediately upon receipt thereof or upon transfer from the Expense Account or Payment Account, (i) all proceeds received from the disposition of any Collateral to the extent such proceeds constitute “Interest Collections” and (ii) all other Interest Collections. The Issuer (or the Collateral Manager on its behalf) shall promptly identify in writing to the Trustee the identity of any Loans which becomes a Sold Participation Interest Loan and the MPA Counterparty in respect thereof, and the Trustee shall be entitled to receive and rely upon any directions requested from the Collateral Manager regarding the designation of the Sold PI Loan Collections thereon. The Trustee shall deposit immediately upon receipt thereof all Sold PI Loan Collections remitted to the Collection Account into the Sold PI Loan Collection Subaccount. The Trustee shall deposit immediately upon receipt thereof all other amounts (other than those referred to in the forgoing three sentences) remitted to the Collection Account into the Principal Collection Subaccount, including (w) the deposits required pursuant to Section 10.4(a), (x) all Principal Collections (unless simultaneously reinvested in additional Portfolio Assets in accordance with Section 10.2(c) and Article 12 or in Eligible Investments), (y) all amounts contributed in the form of Cash by the Sole Shareholder pursuant to Section 3 of the Issuer Contribution Agreement which are required pursuant to the terms thereof to be deposited in the Principal Collection Subaccount, and (z) all cash proceeds of issuance of the Notes (including, without limitation, any Subsequent Advances). All Cash deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral and shall be applied to the purposes herein provided or to make withdrawals at the direction of the Collateral Manager from the Principal Collection Subaccount for deposit in the Portfolio Gains Account as required pursuant to Section 3 of the Issuer Contribution Agreement. Subject to Section 10.2(c), amounts in the Collection Account (other than the Sold PI Loan Collection Subaccount) shall be reinvested pursuant to Section 10.4(a). Amounts in the Sold PI Loan Collection Subaccount shall remain uninvested.

(b) The Trustee, within one Business Day after receipt of any distribution or other proceeds in respect of the Collateral which are not Cash, shall so notify the Issuer and the Valuation Agent, and the Issuer shall use its commercially reasonable efforts to, within five Business Days after receipt of such notice from the Trustee (or as soon as practicable thereafter), sell such distribution or other proceeds for Cash in an arm’s length transaction and deposit the proceeds thereof in the Collection Account; provided that the Issuer need not be required to sell such distributions or other proceeds if it delivers an Issuer Order or an Officer’s certificate to the Trustee and the Valuation Agent certifying that such distributions or other proceeds constitute (i) Portfolio Assets that would have satisfied the

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requirements of Section 12.2 on the date of receipt thereof had they been acquired directly by the Issuer or (ii) Eligible Investments.

(c) The Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the Principal Collection Subaccount representing Principal Collections (together with Interest Collections but only to the extent used to pay for accrued interest or capitalized interest on an additional Portfolio Asset) and reinvest such funds in additional Portfolio Assets or exercise a warrant held in the Collateral, in each case in accordance with the requirements of Article 12 and such Issuer Order.

(d) At any time, the Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the Principal Collection Subaccount representing Principal Collections and deposit such funds in the Delayed-Draw/Committed Proceeds Account to the extent necessary for the Issuer to comply with funding requirements on Delayed-Draw Loans and Committed Proceeds Assets.

(e) The Collateral Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, pay from amounts on deposit in the Principal Collection Subaccount on any Business Day during any Monthly Period any amount required to exercise a warrant or right to acquire securities held in the Collateral in accordance with the requirements of Article 12 and such Issuer Order.

(f) The Trustee shall transfer to the Payment Account, from the Collection Account (other than the Sold PI Loan Collection Subaccount), for application pursuant to Section 11.1(a), no later than the close of business on the Business Day immediately preceding each Payment Date, the amount set forth to be so transferred in the Payment Date Report for such Payment Date.

(g) The Trustee shall, at the direction of the Issuer (or the Collateral Manager on behalf of the Issuer) and pursuant to and in accordance with Section 2.5(e) of the Revolving Credit Note Agreement, be permitted to transfer the amount of any permitted repayments under the Revolving Credit Note Agreement from the Principal Collection Subaccount to the relevant Class A-R Noteholder’s Class A-R Prepayment Account (or to such account or accounts as such Class A-R Noteholder shall otherwise direct the Trustee in writing).

(h) Notwithstanding anything to the contrary in this Section 10.2 and regardless of whether a Default or Event of Default has occurred and is continuing, the Collateral Manager, on behalf of the Issuer, hereby directs the Trustee to, and the Trustee shall, within one Business Day after receipt of Sold PI Loan Collections, pay such Sold PI Loan Collections to the relevant MPA Counterparty. The Issuer (or the Collateral Manager on its behalf) shall provide, or cause to be provided, to

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the Trustee all necessary wiring instructions and other relevant information necessary for such distributions.

10.3 Transaction Accounts

(a) Payment Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Payment Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. The only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay amounts due and payable on the Notes in accordance with their terms and the provisions of this Indenture. The Issuer shall not have any legal, equitable or beneficial interest in the Payment Account. Amounts in the Payment Account shall remain uninvested.

(b) Custodial Accounts. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. All Portfolio Assets shall be credited to the Custodial Account. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process.

(c) Expense Account. In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Closing Date, cause to be established by the Custodian a single, segregated non-interest bearing securities account in the name of the Issuer, subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties, which shall be designated as the Expense Account, which shall be maintained with the Custodian in accordance with the Issuer Account Control Agreement. From time to time after the Amendment and Restatement Date, Required Expense Equity Contributions contributed by the Sole Shareholder to the Issuer pursuant to the Issuer Contribution Agreement as a result of a Expense Contribution Event (as defined in the Issuer Contribution Agreement) shall be deposited into the Expense Account for use pursuant to this Section 10.3(c), at the times and in the amounts set forth in Section 2 of the Issuer Contribution Agreement. On any Business Day

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from and including the Closing Date, the Trustee shall apply funds from the Expense Account, as directed by the Collateral Manager, (A) to pay expenses of the Issuer incurred in connection with the establishment of the Issuer and the structuring and consummation of the Offering and the issuance of the Notes and (B) from time to time to pay accrued and unpaid Administrative Expenses of the Issuer. All funds on deposit in the Expense Account will be invested in Eligible Investments at the direction of the Collateral Manager. Any income earned on amounts deposited in the Expense Account will be deposited in the Expense Account upon receipt thereof. All amounts remaining on deposit in the Expense Account at the time when substantially all of the assets of the Issuer have been sold or otherwise disposed of will be deposited by the Trustee into the Principal Collection Subaccount for application as Principal Collections on the immediately succeeding Payment Date. For the avoidance of doubt, no amount standing to the credit of the Expense Account may be transferred to any other Account until substantially all of the assets of the Issuer have been sold or otherwise disposed of. If on any date the Trustee obtains knowledge (or is notified by the Collateral Manager or the Valuation Agent) that the aggregate Administrative Expenses payable at any time during a Monthly Period exceeds, or will exceed, the sum of Cash and Eligible Investments then credited to the Expense Account, the Trustee shall so inform the Collateral Manager, the Valuation Agent and the Sole Shareholder and the Sole Shareholder shall be required, pursuant to the Issuer Contribution Agreement and within one Business Day of such notification, to make a Required Expense Equity Contribution to the Issuer and the Trustee shall credit any such contribution payment to the Expense Account. The Issuer shall direct the Trustee to deposit into the Expense Account all Required Expense Equity Contribution amounts received by the Issuer pursuant to Section 2 of the Issuer Contribution Agreement.

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

(d) Delayed-Draw/Committed Proceeds Account. Upon the purchase of any Delayed-Draw Loan or Committed Proceeds Asset not listed on Schedule 1 hereto, funds in an amount equal to the sum of (i) the amounts required to fund the purchase of such Committed Proceeds Asset or (ii) the undrawn portion of any such Delayed-Draw Loan, as the case may be, shall be withdrawn from the Principal Collection Subaccount and deposited by the Trustee in a single, segregated non-interest bearing trust account established at the Custodian and held in the name of the Issuer subject to the security interest of the Trustee for the benefit of the Secured Parties

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(the Delayed Draw/Committed Proceeds Account). On the Closing Date, a portion of the proceeds of the Notes in an amount equal to U.S.$19,250,000 (being the aggregate amount equal to the sum of (i) the amounts required to fund the purchase of the Committed Proceeds Assets listed in Schedule 1 hereto and (ii) the undrawn portion of the Delayed-Draw Loans listed in Schedule 1 hereto) shall be deposited in the Delayed-Draw/Committed Proceeds Account.

Upon the purchase of any Delayed-Draw Loan or Committed Proceeds Asset, funds deposited in the Delayed Draw/Committed Proceeds Account in respect of any such Portfolio Asset will be treated as part of the purchase price therefor. Amounts on deposit in the Delayed Draw/Committed Proceeds Account will be invested in Eligible Investments selected by the Collateral Manager having stated maturities no later than the next Business Day immediately succeeding the date such Eligible Investment was acquired and earnings from all such investments will be deposited in the Interest Collection Subaccount as Interest Collections.

Any funds in the Delayed Draw/Committed Proceeds Account (other than earnings from Eligible Investments therein) will be available solely to cover (i) with respect to any Delayed-Draw Loan, drawdowns thereunder and (ii) with respect to any Committed Proceeds Asset, the payment of the purchase price (and related acquisition costs, as applicable) therefor; provided that on any date of determination, any excess of (A) the amounts on deposit in the Delayed Draw/Committed Proceeds Account over (B) the sum of (I) the aggregate unfunded funding obligations under all Delayed-Draw Loans (which excess may occur for any reason, including upon (i) the sale or maturity of a Delayed-Draw Loan, (ii) the occurrence of an event of default with respect to any such Delayed-Draw Loan and the termination of any commitment to fund obligations thereunder or (iii) any other event or circumstance which results in the irrevocable reduction of the undrawn commitments under such Delayed-Draw Loan) and (II) the aggregate amount required to fund the acquisition of the Committed Proceeds Assets pursuant to the terms of the Committed Proceeds Transactions, may be transferred by the Trustee (at the written direction of the Collateral Manager on behalf of the Issuer) from time to time as Principal Collections to the Principal Collection Subaccount.

(e) Class A-R Prepayment Account. If required to do so pursuant to the terms of the Revolving Credit Note Agreement, the Trustee shall cause to be established and maintained by the Custodian a single, segregated non-interest bearing securities account, which shall be designated as a Class A-R Prepayment Account, for each Class A-R Noteholder that elects from time to time to prepay (in whole or in part) its Remaining Unfunded Facility Commitment, which securities account shall be established in the name of the Trustee as Entitlement Holder in trust for the benefit of the Issuer and such Class A-R Noteholder. The Trustee shall deposit any amounts received from a Class A-R Noteholder to prepay (in whole or in part) its Remaining Unfunded Facility Commitment and all proceeds received from the issuance of such Class A-R Noteholder’s Class A-R Notes into such Class A-R Noteholder’s Class A-R Prepayment Account.

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The Trustee shall, pursuant to the written directions of a Class A-R Noteholder, invest and reinvest funds standing to the credit of such Class A-R Noteholder’s Class A-R Prepayment Account in Eligible Investments.

Funds and other property on deposit in any Class A-R Prepayment Account shall only be withdrawn from such account, or paid or transferred to the relevant Class A-R Noteholder with respect to such account, pursuant to and in accordance with the Revolving Credit Note Agreement, and shall not be available to the Issuer for payments to any Secured Parties other than such Class A-R Noteholder.

With respect to any Holder of Class A-R Notes that has deposited its Class A-R Commitment Amount in a Class A-R Prepayment Account pursuant to the Revolving Credit Note Agreement, on each Payment Date and without regard to the Priority of Payments, the Trustee shall pay directly to such Class A-R Noteholder any Eligible Investment Income received on Eligible Investments standing to the credit of the Class A-R Prepayment Account of such Holder during the preceding Due Period. Eligible Investment Income in a Class A-R Prepayment Account shall not be transferred to the Interest Collection Account or treated as Interest Proceeds. None of the Issuer or the Noteholders other than the related Holder of Class A-R Notes shall have any rights to the amounts in a Class A-R Prepayment Account except to satisfy the obligations of the related Holder under the Class A-R Notes to the Issuer.

The Class A-R Noteholder Prepayment Account and the income arising in such account shall be treated for U.S. Federal, state and local tax purposes as the property and the income of the Class A-R Noteholder.

(f) Portfolio Gains Account. In accordance with this Indenture, the Trustee shall, prior to the Amendment and Restatement Date, cause to be established by the Custodian a single, segregated securities account in the name of the Issuer, which shall be designated as the “Portfolio Gains Account”, which shall be maintained with the Custodian. From time to time after the Amendment and Restatement Date, the Trustee shall, at the direction of the Collateral Manager, on behalf of the Issuer, and for use pursuant to this Section 10.3(f), transfer from the Principal Collection Subaccount such amounts as are required to be deposited in the Portfolio Gains Account pursuant to Section 3 of the Issuer Contribution Agreement. No deposits shall be made into the Portfolio Gains Account other than those expressly contemplated by Section 3 of the Issuer Contribution Agreement. On any Business Day from and including the Amendment and Restatement Date, the Trustee shall apply funds from the Portfolio Gains Account, as directed by the Collateral Manager on behalf of the Sole Shareholder from time to time, (A) to make payments to the Sole Shareholder or (B) to make deposits into the Principal Collection Subaccount in satisfaction of the Sole Shareholder’s contribution obligations under Section 3 of the Issuer Contribution Agreement. All funds on deposit in the Portfolio Gains Account may be invested in Eligible Investments at the direction of the Collateral Manager on behalf of the Sole Shareholder. Any

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income earned on amounts deposited in the Portfolio Gains Account will be deposited in the Portfolio Gains Account upon receipt thereof. All amounts remaining on deposit in the Portfolio Gains Account after all expenses (and anticipated expenses) and the Notes have been paid in full or otherwise terminated, will be distributed to the Sole Shareholder. So long as no Default or Event of Default has occurred and is continuing, amounts credited to the Portfolio Gains Account shall be distributed to the Sole Shareholder within one Business Day after the Trustee’s receipt of the Collateral Manager’s instruction to do so. For the avoidance of doubt, prior to the payment in full or other termination of the Notes, except as contemplated in sub-clause (B) above, no amount standing to the credit of the Portfolio Gains Account may be transferred to the Principal Collection Subaccount, the Interest Collection Subaccount, the Sold PI Loan Collection Subaccount, the Payment Account or the Custodial Account. For the avoidance of doubt, the Portfolio Gains Account is not subject to the security interest of U.S. Bank National Association, as Trustee, for the benefit of the Secured Parties.

10.4 Reinvestment of Funds in Accounts; Reports by Trustee

(a) By Issuer Order (which may be in the form of standing instructions), the Issuer (or the Collateral Manager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds on deposit in the Interest Collection Subaccount, the Principal Collection Subaccount, the Portfolio Gains Account, and the Expense Account (other than Principal Collections reinvested in Portfolio Assets pursuant to Section 10.2(c)) as so directed in Eligible Investments having stated maturities no later than the Business Day preceding the next Payment Date (or such shorter maturities expressly provided herein). If prior to the occurrence of an Event of Default, the Issuer shall not have given any such investment directions, the Trustee shall seek instructions from the Collateral Manager within three Business Days after transfer of any funds to such accounts. If the Trustee does not thereafter receive written instructions from the Collateral Manager within five Business Days after transfer of such funds to such accounts, it shall invest and reinvest the funds held in such accounts, as fully as practicable, but only in one or more Eligible Investments of the type described in clause (ii) of the definition of “Eligible Investments” maturing no later than the Business Day immediately preceding the next Payment Date (or such shorter maturities expressly provided herein). If after the occurrence of an Event of Default, the Issuer shall not have given such investment directions to the Trustee for three consecutive days, the Trustee shall invest and reinvest such Cash as fully as practicable in Eligible Investments 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 Obligor thereof) or (ii) the Business Day immediately preceding the next Payment Date (or such shorter maturities expressly provided herein). Except to the extent expressly provided otherwise herein, all Eligible Investments shall be credited to the same Account (or subaccount, as the case may be) from which Cash was applied to

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acquire such Eligible Investment, all interest and other income from such Eligible Investment shall be deposited in such Account (or subaccount) and any gain realized from, or loss resulting from, such Eligible Investment shall be credited or charged to such Account (or subaccount). The Trustee shall not in any way be held liable by reason of any insufficiency of such accounts which results from any loss relating to any such investment, provided that nothing herein shall relieve the Bank of (i) its obligations or liabilities under any security or obligation issued by the Bank or any Affiliate thereof or (ii) liability for any loss resulting from gross negligence, willful misconduct or fraud on the part of the Bank or any Affiliate thereof.

(b) The Trustee agrees to give the Issuer immediate notice if any Account or any funds on deposit in any Account, or otherwise to the credit of an Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process.

(c) The Trustee shall supply, in a timely fashion, to the Issuer, the Valuation Agent, each Holder and the Collateral Manager any information regularly maintained by the Trustee that the Issuer, the Valuation Agent, each Holder or the Collateral Manager may from time to time reasonably request with respect to the Portfolio Assets, the Accounts and the other Collateral and provide any other requested information reasonably available to the Trustee by reason of its acting as Trustee hereunder and under the other Transaction Documents to which it is party and required to be provided by Section 10.5 or to permit the Collateral Manager to perform its obligations under the Collateral Management Agreement or the Issuer’s obligations hereunder that have been delegated to the Collateral Manager. The Trustee shall promptly forward to the Collateral Manager, each Holder and the Valuation Agent copies of notices and other writings received by it from the Obligor of any Portfolio Asset or from any Clearing Agency with respect to any Portfolio Asset which notices or writings advise the holders of such Portfolio Asset of any rights that the holders might have with respect thereto (including, without limitation, requests to vote with respect to amendments or waivers and notices of prepayments and redemptions) as well as all periodic financial reports received from such Obligor and Clearing Agencies with respect to such Obligor.

(d) In addition to any credit, withdrawal, transfer or other application of funds with respect to any Account set forth in Article 10, any credit, withdrawal, transfer or other application of funds with respect to any Account authorized elsewhere in this Indenture is hereby authorized.

(e) Any account established under this Indenture may include any number of subaccounts deemed necessary or advisable by the Trustee in the administration of the Accounts.

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10.5 Accountings

(a) Payment Date Report. Not later than the eighth Business Day after the last day of each Monthly Period and commencing in July 2019, the Issuer shall compile and make available (or cause the Collateral Administrator to compile and make available) to the Trustee, the Collateral Manager, the Valuation Agent and, upon written request therefor, to any Holder shown on the Note Registers, a monthly payment date report on a trade date basis (each such report a Payment Date Report). The first Payment Date Report shall be delivered in July 2019 as described above and shall be determined with respect to the Monthly Period ending in June 2019 and the Monthly Period ending in July 2019. The Payment Date Report for a calendar month shall contain the following information with respect to the Portfolio Assets and Eligible Investments included in the Collateral, and shall be determined as of the Determination Date for such calendar month:

(i) A schedule titled “Distributions” showing: (A) The Aggregate Outstanding Amount of the Class A Notes at the beginning of the Monthly Period and such amount as a percentage of the original Aggregate Outstanding Amount of the Notes; (B) the Outstanding Class A-R Funded Amount at the beginning of the Monthly Period; (C) Interest Collections payable on the next Payment Date; and (D) the amount of Outstanding Class A-R Funded Amount (if any) to be repaid on the next Payment Date.

(ii) The amounts payable pursuant to each clause of Section 11.1(a)(i), each clause of Section 11.1(a)(ii) and each clause of Section 11.1(a)(iii), as applicable, on the related Payment Date.

(iii) For the Collection Account:

(A) the Balance on deposit in the Collection Account at the end of the related Monthly Period;

(B) the amounts of (x) Interest Collections payable from the Interest Collection Subaccount and (y) Principal Collections payable from the Principal Collection Subaccount, in each case to the Payment Account in order to make payments pursuant to Section 11.1(a)(i) and Section 11.1(a)(ii) on the next Payment Date; and

(C) the Balance remaining in the Collection Account immediately after all payments and deposits to be made on such Payment Date.

Upon receipt of each Payment Date Report, the Trustee shall compare the information contained in such Payment Date Report to the information contained in its records with respect to the Collateral and shall, within three Business Days after receipt of such Payment Date Report, notify the Issuer, the Collateral Administrator, the Valuation Agent, the Revolving Credit Note Agent, and the

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

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

(b) [Reserved]

(c) Daily Reporting. Not later than 12:00 p.m. on each Business Day, the Issuer shall cause the Collateral Administrator to compile and make available to the Trustee, the Revolving Credit Note Agent, the Collateral Manager, the Valuation Agent and, upon written request therefor, any Holder shown on the Note Registers, a daily report in a form agreed to by the parties (each such report, a Daily Report). The Daily Report shall contain the following information:

(i) (x) The Aggregate Principal Balance of Portfolio Assets and (y) with respect to each Account, (I) the Aggregate Principal Balance of Eligible Investments and (II) the Cash balance thereof;

(ii) For each Account, the cash balance of, the Eligible Investments credited to, and each credit or debit (specifying the nature, source and amount);

(iii) A schedule showing the amount of Interest Collections received from the date of determination of the immediately preceding Payment Date Report for (A) Interest Collections from Portfolio Assets (with any Interest Collections consisting of Realized Gains reflected as a separate line item) and (B) Interest Collections from Eligible Investments (with any Interest Collections consisting of Realized Gains reflected as a separate line item);

(iv) A schedule titled “Distributions” showing: (A) The Aggregate Outstanding Amount of the Class A Notes and such amount as a percentage of the original Aggregate Outstanding Amount of the Notes; (B) (1) the

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Outstanding Class A-R Funded Amount, (2) the Outstanding Class A-R Funded Amount as a percentage of the original Aggregate Outstanding Amount of the Class A-R Notes, (3) the Class A-R Commitment Amount with respect to each Class A-R Noteholder and (4) the amount of the Remaining Unfunded Facility Commitment; and (C) the Interest Collections payable on the next Payment Date;

(v) Purchases, prepayments, and sales:

(A) The identity, Principal Balance (other than any accrued interest that was purchased with Principal Collections (but excluding any capitalized interest)), Principal Collections and Interest Collections received, and date for (X) each Portfolio Asset that was released for sale or disposition by the Issuer (and the identity and Principal Balance of each Portfolio Asset which the Issuer has entered into a commitment to sell or dispose) pursuant to Section 12.1 since the end of the last Monthly Period and (Y) each prepayment or redemption of a Portfolio Asset since the end of the last Monthly Period; and

(B) The identity, Principal Balance, Principal Collections and Interest Collections expended, and date for each Portfolio Asset that was purchased by the Issuer (and the identity and Purchase Price of each Portfolio Asset which the Issuer has entered into a commitment to purchase) since the end of the last Monthly Period.

(vi) Trade Date;

(vii) Settlement Date;

(viii) Trade Type;

(ix) Par Amount;

(x) Trade Price;

(xi) Counter Bank Name;

(xii) Trade Amount;

(xiii) Trade Quantity;

(xiv) Trade Settled;

(xv) Accrued Interest;

(xvi) Facility Original Amount Global;

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(xvii) Rate Type (fixed versus floating);

(xviii) Par Amount Traded;

(xix) Par Amount Settled;

(xx) Commitment Settled;

(xxi) Commitment Traded;

(xxii) Outstanding Settled;

(xxiii) Moody’s rating;

(xxiv) S&P rating;

(xxv) With respect to any Portfolio Asset not included in Schedule 1 hereto, the following information:

(A) The Obligor(s) thereon (including the issuer ticker, if any);

(B) The CUSIP or security identifier thereof;

(C) The Principal Balance thereof (other than any accrued interest that was purchased with Principal Collections (but excluding any capitalized interest)) with any capitalized interest reflected as a separate line item;

(D) The related interest rate or spread (including any applicable LIBOR floors), the related interest payment period (quarterly, semi-annually, etc.) and if interest may be capitalized;

(E) The stated maturity thereof;

(F) The related Moody’s Industry Classification;

(G) [Reserved];

(H) The country of domicile of the Portfolio Asset Obligor;

(I) An indication as to whether each such Portfolio Asset (1) is a Senior Secured Loan, (2) is a Second Lien Loan, (3) is a Defaulted Obligation, (4) is a DIP Loan, (5) is a Cov-Lite Loan; (6) pays interest less frequently than quarterly; (7) is an unsecured Loan; (8) is a Deferrable Security; (9) is an Eligible Participation Interest (including the name of the applicable Selling Institution); (10) a Senior Secured (Type I) Loan; (11), a Senior Secured (Type I CL)

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Loan; (12) a Senior Secured (Type II) Loan; (13) a Senior Secured (Type III) Loan; (14) a Senior Secured (Type IV) Loan; (15) a Senior Secured Last Out (Type I) Loan; (16) a Senior Secured Last Out (Type II) Loan; (17) a Traditional Second Lien Loan; (18) a Second Lien Liquid Loan; (19) a Senior Secured Liquid Loan; (20) a Senior Secured (Large Cap) Loan; (21) a Senior Secured Bond; and (22) a Non-Senior Secured Bond;

(J) The date, if applicable, such Portfolio Asset has become a Defaulted Obligation;

(K) The Advance Percentage and the categorization of such Portfolio Asset for purposes of determining the Advance Percentage applicable thereto (indicating, in the case of a Portfolio Asset for which an alternative percentage has been specified in an agreement pursuant to the proviso to the definition of “Advance Percentage”, that such Portfolio Asset is subject to an asset-specific agreement).

(xxvi) Cash balance of each Account;

(d) Failure to Provide Accounting. If the Trustee is not the Collateral Administrator and shall not have received any accounting provided for in this Section 10.5 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee shall notify the Collateral Manager who shall use all reasonable efforts to obtain such accounting by the applicable Payment Date. To the extent the Collateral Manager is required to provide any information or reports pursuant to this Section 10.5 as a result of the failure of the Issuer to provide such information or reports, the Collateral Manager shall do so at its own expense.

(e) Required Content of Certain Reports. Each Payment Date Report or Daily Report sent to any Holder or beneficial owner of an interest in a Note shall contain, or be accompanied by, the following notices:

“The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes may be beneficially owned only by Persons that (i) (A) are not U.S. persons (within the meaning of Regulation S under the Securities Act) who purchased their beneficial interest in an offshore transaction or (B) (I) are both (1) (x) a Qualified Purchaser, within the meaning of the Investment Company Act of 1940, as amended, and the rules thereunder or (y) an entity owned (or in the case of Qualified Purchasers, beneficially owned) exclusively by Qualified Purchasers and (2) (x) in the case of a Person that is an initial purchaser of the Notes, an Accredited Investor, within the meaning of Rule 105(a) under the Securities Act, or a Qualified Institutional Buyer or (y) in the case of a Person who becomes a beneficial owner subsequent to the date of the Indenture, a Qualified Institutional Buyer that is not a broker-dealer which owns and invests on a discretionary basis less than U.S.$25,000,000 in

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securities of issuers that are not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(d) or (a)(1)(i)(e) of Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(f) of Rule 144A under the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are made by beneficiaries of the plan, who is purchasing the Notes in reliance on the exemption from Securities Act registration provided by Rule 144A thereunder and (II) can make the representations set forth in Section 2.5 of the Indenture and, if applicable, the appropriate Exhibit B to the Indenture and (c) otherwise comply with the restrictions set forth in the applicable Note legends. In addition, (i) beneficial ownership interests in Rule 144A Global Notes may only be transferred to a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser or a Person beneficially owned exclusively by Qualified Purchasers and (ii) Certificated Notes may only be owned by a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser or a Person beneficially owned exclusively by a Person that is both a Qualified Institutional Buyer and a Qualified Purchaser, and, in each case, that can make the representations referred to in clause (b) of the preceding sentence. The Issuer has the right to compel any beneficial owner of a Note that does not meet the qualifications set forth in the preceding sentences to sell its interest in such Note, or may sell such interest on behalf of such owner, pursuant to Section 2.11 of the Indenture.

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

(f) Availability of Information. The Issuer (or the Trustee on behalf of the Issuer) may post the information contained in a Payment Date Report, Daily Report or Collateral Change Event and Repayment Date Report to a password-protected internet site accessible only to the Holders of the Notes and to the Collateral Manager.

(g) Collateral Change Event and Repayment Date Report. The Issuer shall (i) not later than the eighth Business Day after the last day of each Monthly Period and commencing on July 25, 2019 and (ii) not later than 11:00 a.m. (New York time) on the Business Day immediately following any Collateral Change Trade Date or Repayment Date, compile and make available (or cause the Collateral Administrator to compile and make available) to the Trustee, the Collateral Manager, UBS and any Holder shown on the Note Register, a report describing in reasonable detail each Collateral Change Event or Repayment, as applicable, occurring (x) in the case of clause (i) above, during the Monthly Period ending on the Determination Date for such Monthly Period and (y) in the case of clause (ii)

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above, on such Collateral Change Trade Date or Repayment Date (each such report, a “Collateral Change Event and Repayment Date Report”).

10.6 Release of Collateral

(a) If no Event of Default has occurred and is continuing (in the case of sales pursuant to Sections 12.1(a) and (d)) and subject to Article 12, the Issuer may, by Issuer Order executed by an Authorized Representative of the Collateral Manager, delivered to the Trustee at least one Business Day prior to the settlement date for any sale of any Collateral certifying that the sale of such Collateral is being made in accordance with Section 12.1 hereof and the Issuer Contribution Agreement and such sale complies with all applicable requirements of Section 12.1 and the requirements of the Issuer Contribution Agreement, direct the Trustee to release or cause to be released such Collateral from the lien of this Indenture and, upon receipt of such Issuer Order, the Trustee shall deliver any such Collateral, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or, if such Collateral is a Clearing Corporation Security, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor (in the case of a sale) or a receipt of certification evidencing the fact that the relevant disposition complies with the requirements of the Issuer Contribution Agreement (which certification shall be deemed to be made upon delivery of an Issuer Order in respect of such sale), as applicable, as specified by the Collateral Manager in such Issuer Order; provided that the Trustee may deliver any such Collateral in physical form for examination in accordance with street delivery custom.

(b) Subject to the terms of this Indenture, the Trustee shall upon an Issuer Order (i) deliver any Collateral, and release or cause to be released such Collateral from the lien of this Indenture, which is set for any mandatory call or payment in full to the appropriate paying agent on or before the date set for such call or payment, in each case against receipt of the call or payment in full thereof and (ii) provide notice thereof to the Collateral Manager.

(c) Upon receiving actual notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Portfolio Asset, the Trustee on behalf of the Issuer shall notify the Valuation Agent of any Portfolio Asset that is subject to a tender offer, voluntary redemption, exchange offer, conversion or other similar action (an Offer) or such request. Unless the Notes have been accelerated following an Event of Default, the Collateral Manager may direct (x) the Trustee to accept or participate in or decline or refuse to participate in such Offer and, in the case of acceptance or participation, to release from the lien of this Indenture such Portfolio Asset in accordance with the terms of the Offer against receipt of payment therefor, or (y) the Issuer or the Trustee to agree to or otherwise act with respect to such consent, waiver, amendment or modification; provided that in the absence of any such direction, the Trustee shall not respond or react to such Offer or request.

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(d) As provided in Section 10.2(a), the Trustee shall deposit any proceeds received by it from the disposition of a Portfolio Asset in the applicable subaccount of the Collection Account, unless simultaneously applied to the purchase of additional Portfolio Assets or Eligible Investments as permitted under and in accordance with the requirements of this Article 10 and Article 12.

(e) The Trustee shall, upon receipt of an Issuer Order at such time as there are no Notes Outstanding and all obligations of the Issuer hereunder have been satisfied, release any remaining Collateral from the lien of this Indenture.

(f) Any security, Portfolio Asset or amounts that are released pursuant to Section 10.6(a), (b) or (c) shall be released from the lien of this Indenture.

10.7 Procedures Relating to the Establishment of Accounts Controlled by the Trustee

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

10.8 Section 3(c)(7) Procedures

(a) DTC Actions. The Issuer will direct (or cause its agent to direct) DTC to take the following steps in connection with the Global Notes (or such other appropriate steps regarding legends of restrictions on the Global Notes under Section 3(c)(7) of the Investment Company Act and Rule 144A as may be customary under DTC procedures at any given time):

(i) The Issuer will direct (or cause its agent to direct) DTC to include the marker “3c7” in the DTC 20-character security descriptor and the 48-character additional descriptor for the Global Notes.

(ii) The Issuer will direct (or cause its agent to direct) DTC to cause each physical deliver order ticket that is delivered by DTC to purchasers to contain the 20-character security descriptor. The Issuer will direct (or cause its agent to direct) DTC to cause each deliver order ticket that is delivered by DTC to purchasers in electronic form to contain a “3c7” indicator and a related user manual for participants. Such user manual will contain a description of the relevant restrictions imposed by Section 3(c)(7).

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(iii) On or prior to the Closing Date, the Issuer will instruct (or cause its agent to direct) DTC to send a Section 3(c)(7) Notice to all DTC participants in connection with the offering of the Global Notes.

(iv) In addition to the obligations of the Note Registrars set forth in Section 2.5, the Issuer will from time to time (upon the request of the Trustee) make a request (or cause its agent to request) to DTC to deliver to the Issuer a list of all DTC participants holding an interest in the Global Notes.

(v) The Issuer will cause each CUSIP number obtained for a Global Note to have a fixed field containing “3c7” and “144A” indicators, as applicable, attached to such CUSIP number.

(b) Bloomberg Screens, Etc. The Issuer will from time to time request (or cause its agent to request) all third-party vendors to include on screens maintained by such vendors appropriate legends regarding restrictions on the Global Notes under Section 3(c)(7) of the Investment Company Act and Rule 144A.

11. APPLICATION OF CASH

11.1 Disbursements of Cash from Payment Account

(a) Notwithstanding any other provision in this Indenture, the Transaction Documents or the Notes, the Trustee shall disburse amounts transferred from the Collection Account to the Payment Account pursuant to Section 10.2(f) in accordance with the following (the Priority of Payments):

(i) On each Payment Date, unless an Enforcement Event has occurred, all amounts transferred to the Payment Account from the Interest Collection Subaccount shall be applied (A) first, to the payment of accrued and unpaid Administrative Expenses, provided that Administrative Expenses payable under this sub-clause (A) shall exclude any amounts to the extent that payment of such amounts would result in the aggregate amounts of Administrative Expenses paid under this sub-clause (A) would exceed U.S.$120,000 (prorated for the partial calendar year 2019 and the year in which the Maturity or final payment of the Notes occurs, based on the actual number of days elapsed in such partial year and a 360 day year) in the applicable calendar year; (B) second to the payment of accrued and unpaid interest on the Class A-1 Notes, the Class A-2 Notes, and the Class A-R Notes pro rata according to the respective Aggregate Outstanding Amounts thereof; and (C) third, to pay any accrued and unpaid Administrative Expenses to the extent not paid pursuant to sub-clause (A) above.

(ii) On the Redemption Date (if any) and on date of Maturity, unless an Enforcement Event has occurred, all amounts transferred to the Payment Account from the Principal Collection Subaccount shall be applied:

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(A) first:

(x) in the case of the Redemption Date, pro rata, to the repayment of, on the Redemption Date, the principal of the Class A-2 Notes until the Class A-2 Notes have been paid in full; and

(y) in the case of the date of Maturity, pro rata, to the repayment of, on the date of Maturity, (1) principal of the Class A-1 Notes until the Class A-1 Notes have been paid in full; (2) principal of the Class A-2 Notes (if any) until the Class A-2 Notes have been paid in full; and (3) the Outstanding Class A-R Funded Amount until the Outstanding Class A-R Funded Amount has been reduced to zero;

(B) second, to pay any accrued and unpaid Administrative Expenses to the extent not paid pursuant to clause (i) above; and

(C) third, all remaining Principal Collections shall be paid to the Issuer (in accordance with directions of the Issuer to the Trustee).

(iii) If a declaration of acceleration of the maturity of the Notes has occurred following an Event of Default and such declaration of acceleration has not been rescinded (an Enforcement Event), the Trustee shall apply proceeds in respect of the Portfolio Assets on each date or dates fixed by the Trustee (each such date to occur on a Payment Date), in accordance with clause (i) (in the case of Interest Collections) and clause (ii) (in the case of Principal Collections) of this Section 11.1(a).

(b) [Reserved].

12. SALE OF PORTFOLIO ASSETS; PURCHASE OF ADDITIONAL PORTFOLIO ASSETS

12.1 Sales of Portfolio Assets

(a) The Issuer will not sell or otherwise dispose of any Portfolio Asset unless each of the following conditions is satisfied:

(i) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution Agreement (provided that this condition shall not apply to (a) dispositions pursuant to Section 12.1(b) or Section 12.1(c) or (b) following (i) the delivery of a “Default Notice” in respect of an “Event of Default” (other than an “Event of Default” described in Paragraph 10(a)(vi) of the Global Master Repurchase Agreement) or (ii) the occurrence of an “Event of Default” described in Paragraph 10(a)(vi) of the Global Master Repurchase Agreement, where, in each case, UBS is the “Defaulting Party” (as defined in the Global Master Repurchase Agreement);

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(ii) other than in the case of a required transfer of a Participation Interest to the Sole Shareholder that is being made free of payment pursuant to the Issuer Contribution Agreement, such sale or other disposition is made solely for consideration consisting of cash and otherwise on arms’ length terms and, in the case of a sale or disposition (in each case, whether directly or indirectly) to an Affiliate of the Collateral Manager, is approved by UBS in a written consent;

(iii) in accordance with the terms of the Global Master Repurchase Agreement, the Issuer (or the Collateral Manager on its behalf) has given UBS prior notice of such proposed sale or other disposition of such Portfolio Asset (which notice shall include the identity of the Portfolio Asset being sold or otherwise disposed of, the identity of the proposed purchaser or transferee, the proposed settlement date for such sale or disposition, the price at which such Portfolio Asset is proposed to be sold or disposed of and any other information reasonably requested by UBS);

(iv) UBS has confirmed in writing to the Issuer, the Trustee, and the Collateral Administrator that it agrees with the valuations set forth in the applicable Collateral Change Event Notice delivered by the Collateral Manager on behalf of the Issuer under the Issuer Contribution Agreement in connection with such sale or other disposition with respect to the Purchase Price of any Portfolio Asset being acquired by Issuer in connection with the Sole Shareholder’s contribution obligations under the Issuer Contribution Agreement arising out of such sale or disposition (and UBS shall be an express third party beneficiary of this Indenture for purposes of exercising its right to confirm under this Section 12.1(a)(iv)), such confirmation to be provided promptly; and

(v) if such sale is made at a price which is less than the UBS “Market Value” for purposes of the Global Master Repurchase Agreement, any “Margin” required to be posted under the Global Master Repurchase Agreement as a result of the adjustment of the “Market Value” in connection with the sale is posted prior to the Portfolio Asset Trade Date with respect to such asset.

(b) Mandatory Dispositions.

(i) If (A) a “Bankruptcy”, “Failure to Pay” or “Restructuring” (each as defined in the ISDA 2003 Credit Derivatives Definitions) occurs with respect to any Portfolio Asset, or such Portfolio Asset becomes a Defaulted Obligation, (B) any Portfolio Asset fails to satisfy any Asset Eligibility Criteria on the applicable Portfolio Asset Trade Date (or is the subject of a breach of a representation, warranty or certification as to the characteristics thereof), then the Issuer shall, within 14 days after the occurrence of such event, dispose of such Portfolio Asset, or (C) the security interest granted by the Issuer to the Trustee pursuant to this Indenture in any asset fails to be a valid

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perfected first priority security interest, which failure continues for a period of five Business Days, then the Issuer shall, within 14 days after the Issuer receives notice of the occurrence of such event, enter into a binding commitment to sell or otherwise dispose of such Portfolio Asset.

(ii) If on any date of determination by the Valuation Agent the Adjusted Principal Balance of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans exceeds 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount) (such event, a Second Lien Loan Excess), then the Issuer shall, within five Business Days after the occurrence of such event, dispose of one or more Second Lien Loans as necessary to remedy such Second Lien Loan Excess.

(iii) If any Portfolio Asset or other property acquired or held by the Issuer constitutes Margin Stock, then the Issuer shall use commercially reasonable efforts to effect the sale or other disposition of such Portfolio Asset or other property (regardless of price), unless such disposition is prohibited by applicable law or an applicable contractual restriction, not later than 45 days after such Portfolio Asset or other property first constituted Margin Stock.

(iv) If on any date of determination by the Valuation Agent, the Adjusted Principal Balance of all Portfolio Assets forming part of the Portfolio that are Middle Market Loans exceeds 80% of the Aggregate Outstanding Amount of the Notes as of such date (the occurrence of such excess, a Middle Market Loan Excess), then the Issuer shall, within five Business Days after the occurrence of such event, dispose of one or more Middle Market Loans as necessary to remedy such Middle Market Loan Excess.

(c) Right of Valuation Agent to Direct Dispositions. If an Event of Default has occurred and is continuing, the Valuation Agent may require the Issuer to sell all or any portion of the Portfolio Assets in the Portfolio, and by notice (or multiple notices, so long as such Event of Default is continuing) to the Trustee (with a copy to the Issuer and Collateral Manager) may direct the Trustee to sell such Portfolio Assets as identified by the Valuation Agent in such notice, and the Trustee shall sell such Portfolio Assets as identified in such notice (including, if so directed, as to the manner of sale of such Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17).

(d) Class A-2 Purchase Option Non-Exercise Redemption. Without prejudice to any other provision of this Section 12.1, after the Issuer has notified the Trustee of the Class A-2 Purchase Option Non-Exercise Redemption in accordance with Section 9.1 and Section 9.2 above, the Issuer (or the Collateral Manager on behalf of the Issuer) shall direct the Trustee to sell Redemption Portfolio Assets with an aggregate purchase price that will result in the Issuer receiving net sale proceeds

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(which shall be credited to the Principal Collection Subaccount) that are sufficient to redeem (together with any existing amounts standing to the credit of the Principal Collection Subaccount) all of the Class A-2 Notes at the Redemption Price and to pay all accrued and unpaid interest on the Class A-2 Notes up to but excluding the Redemption Date.

12.2 Acquisition of Portfolio Assets; Eligible Investments

(a) Acquisition of Portfolio Assets. The Issuer will not acquire any Portfolio Asset (other than a Portfolio Asset included in the Portfolio on the Closing Date) unless as of the Portfolio Asset Trade Date (x) such Portfolio Asset satisfies each of the Asset Eligibility Criteria and (y) each of the following conditions is satisfied:

(i) other than in the case of a Portfolio Asset contributed by (as opposed to acquired in consideration of an agreed purchase price from) the Sole Shareholder pursuant to Section 3 of the Issuer Contribution Agreement, the acquisition of such Portfolio Asset and the purchase price thereof shall be on arm’s length terms and, in the case of an acquisition from an Affiliate of the Collateral Manager, is approved by UBS in a written consent;

(ii) the Sole Shareholder is not in default of any payment obligation or contribution obligation owing under the Issuer Contribution Agreement (including, without limitation, any obligation arising under Section 3 thereof that must be satisfied on or prior to the relevant acquisition trade date or settlement date of the proposed acquisition, as applicable);

(iii) no Event of Default (or any event that, with the giving of notice or the lapse of time or both, would become an Event of Default) shall have occurred and be continuing immediately prior to or immediately after giving effect to such acquisition;

(iv) if such Portfolio Asset is to be acquired from the Sole Shareholder, the acquisition will not cause the aggregate of the Adjusted Principal Balance of all Portfolio Assets that the Issuer has acquired from the Sole Shareholder and forming part of the Portfolio (after giving effect to such proposed acquisition) to exceed 85% of the Aggregate Outstanding Amount of the Class A Notes as of such date;

(v) if such Portfolio Asset to be acquired is a Second Lien Loan, the acquisition will not cause the aggregate of the Adjusted Principal Balances of all Portfolio Assets forming part of the Portfolio that are Second Lien Loans (measured as of the trade date of the proposed acquisition, and after giving effect to such proposed acquisition) to exceed 60% of the Aggregate Outstanding Amount of the Notes as of such date (provided that, for purposes of such determination, the Aggregate Outstanding Amount of the Class A-R Notes shall be the Outstanding Class A-R Funded Amount);

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(vi) if such Portfolio Asset to be acquired is a Middle Market Loan, the acquisition will not cause a Middle Market Loan Excess to occur as of such date;

(vii) if such Portfolio Asset is a Zero Value Portfolio Asset, all margin required to be posted to UBS by the Sole Shareholder pursuant to the terms of the Global Master Repurchase Agreement has been so posted prior to such Portfolio Asset Trade Date; and

(viii) UBS (which shall be an express third party beneficiary of this Indenture for purposes of exercising such confirmation right under this Section 12.2(a)(viii)) has confirmed in writing to the Issuer, the Trustee and the Collateral Administrator that it agrees with the determination set forth in the applicable Collateral Change Event Notice delivered by the Collateral Manager on behalf of the Issuer under the Issuer Contribution Agreement, including with respect to the Purchase Price and applicable Advance Percentage of any Portfolio Asset being acquired by the Issuer in connection with such acquisition, such confirmation to be provided promptly.

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

(b) Investment in Eligible Investments. Cash on deposit in any Account (other than the Payment Account) may be invested at any time in Eligible Investments in accordance with Article 10.

12.3 Conditions Applicable to All Sale and Purchase Transactions

(a) Any transaction effected under this Article 12 or in connection with the acquisition of additional Portfolio Assets shall be conducted on an arm’s length basis and, if effected with a Person Affiliated with the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 6(e) of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated, provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties.

(b) Upon any acquisition of a Portfolio Asset pursuant to this Article 12, all of the Issuer’s right, title and interest to the Collateral or Collateral shall be Granted to the Trustee pursuant to this Indenture, such Collateral or Collateral shall be Delivered to the Custodian, and, if applicable, the Custodian shall receive such Collateral or Collateral.

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(c) Any sale, participation or any other transfer of a Portfolio Asset by the Sole Shareholder or any Affiliate thereof to the Issuer will be made pursuant to, the terms of the Side Letter Security Agreement (or an agreement that contains substantially similar terms as the Side Letter Security Agreement) and the terms of the Issuer Contribution Agreement.

(d) Except as otherwise provided in this Section 12.3(d), any sale or other disposition of all or a portion of a Portfolio Asset shall be effected by the transfer by assignment by the Issuer of full record and beneficial ownership of such Portfolio Asset or the relevant portion thereof being transferred (such portion consisting of an unvarying percentage of the Principal Balance of such Portfolio Asset and all related claims for interest, fees and other amounts). The Issuer (and the Collateral Manager on behalf of the Issuer) shall be deemed to certify that all conditions to such sale or other disposition under Section 12.1 and the Issuer Contribution Agreement have been satisfied by the Issuer (and the Collateral Manager on behalf of the Issuer) in respect of such sale or other disposition by the delivery of the Issuer or the Collateral Manager to the Trustee of an Issuer Order or a trade ticket in respect thereof from an Authorized Representative of the Collateral Manager on behalf of the Issuer. Notwithstanding the first sentence of this clause (d), the Issuer shall dispose of all or a portion of a Portfolio Asset in connection with any required retransfer of the Issuer’s right, title and interest in all or any portion of a Portfolio Asset back to the Sole Shareholder as required by Section 3(g) of the Issuer Contribution Agreement, in each case, by selling to the relevant MPA Counterparty on the required disposition date set forth in the Issuer Contribution Agreement, a Participation Interest representing a 100% undivided beneficial ownership in such Portfolio Asset or the relevant portion thereof being transferred (such portion consisting of an unvarying percentage of the Principal Balance of such Portfolio Asset and all related claims for interest, fees and other amounts). For the avoidance of doubt, no sale of such Participation Interest as described in the foregoing sentence shall be made unless it is made in accordance with Section 3(g) of the Issuer Contribution Agreement.

In connection with any such sale of a Participation Interest:

(i) the Master Participation Agreement for such sale shall (A) be based on relevant documentation published by the Loan Syndications and Trading Association, Inc. (or documentation containing similar terms and conditions), (B) contain no liability or obligation on the Trustee, and (C) specify the date required by the Issuer Contribution Agreement as the effective date of such sale;

(ii) the Master Participation Agreement for such sale shall include each of the following provisions:

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“Notwithstanding any other provision of this Agreement:

(A) Buyer consents to the disclosure by Seller of this Agreement to U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) under the Indenture originally dated as of May 23, 2013 (and as amended, restated, supplemented or modified from time to time, the “Indenture”) between Seller and the Trustee.

(B) Buyer hereby acknowledges and agrees that all obligations of Seller arising out of or in connection herewith shall constitute limited recourse obligations of Seller, payable solely from the assets of Seller. Upon realization of such assets of Seller and their reduction to zero, all unpaid or unsatisfied claims against Seller arising out of or in connection herewith shall be deemed to be extinguished and shall not thereafter revive. No party shall have any claim for any shortfall upon realization of such assets of Seller and their reduction to zero. Buyer will have no recourse to any of the directors, officers, employees, shareholders, members, governors, agents or affiliates of Seller with respect to any claims, losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated hereby. Buyer agrees not to cause the filing of a petition in a bankruptcy or similar proceeding against or on behalf of Seller until the payment in full of all the Notes issued under the Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section shall preclude, or be deemed to stop, Buyer from taking any action prior to the expiration of the aforementioned period in (A) any proceeding voluntarily filed or commenced by Seller (other than any such proceeding filed or commenced on behalf of Seller at the direction of Buyer or Seller’s sole shareholder) or (B) any involuntary insolvency proceeding filed or commenced by a person or entity other than Seller or its sole shareholder.

(C) Buyer consents to the provisions of the assignment of this Agreement set forth in Section 15.1(i) of the Indenture and acknowledges that Seller is assigning all of its right, title and interest in, to and under this Agreement to the Trustee as representative of the holders of the Notes issued under the Indenture and agrees that all of the representations, covenants and agreements made by Buyer in this Agreement are also for the benefit of the Trustee.

(D) Buyer will deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by Buyer to Seller pursuant to this Agreement.

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(E) From and after the occurrence and continuance of any default, event of default or other similar condition or event under the Indenture, Buyer shall continue to perform and be bound by the provisions of this Agreement (except as otherwise expressly provided in this Agreement).”;

(iii) notwithstanding anything to the contrary in this Indenture, following the completion of the sale of such Participation Interest, the Lien of this Indenture shall not apply to any Sold Participation Interest Loan and any related Sold PI Loan Collections received by or on behalf of the Issuer in respect thereof;

(iv) the Issuer hereby directs the Trustee to deposit Sold PI Loan Collections into the Sold PI Loan Collection Subaccount and pay any Sold PI Loan Collections received in respect of any Sold Participation Interest Loan that is the subject of such Participation Interest to the relevant MPA Counterparty in accordance with Section 10.2 hereof;

(v) the exercise of voting and other consensual rights by the Issuer in respect of the related Portfolio Asset or portion so transferred shall be allocated as provided in the relevant Master Participation Agreement; and

(vi) with respect to any elevation in accordance with the relevant Master Participation Agreement, (A) the Collateral Manager on behalf of the Issuer shall promptly notify the Trustee of such elevation in the form of an Issuer Order pursuant to Section 10.6(a) and (B) at all times following receipt of such notice, the Trustee shall recognize the MPA Counterparty as record holder of the applicable Sold Participation Interest Loan and such Sold Participation Interest Loan shall be released from the Lien of the Indenture and cease to be a Portfolio Asset hereunder.

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

12.4     Calculation of Required Contributions and Withdrawals by the Sole Shareholder under the Issuer Contribution Agreement

The Issuer (or the Collateral Manager on behalf of the Issuer) shall calculate on each Business Day, with respect to any actual or proposed sale, disposition, acquisition, exchange or repayment of all or any part of a Portfolio Asset each amount required to be contributed or withdrawn by the Sole Shareholder under Section 3 of the Issuer Contribution Agreement and shall promptly notify the Issuer, the Collateral Manager, the Trustee, the Collateral Administrator and the Sole Shareholder of any such amount no later than 5:00 p.m. (New York time) on such Business Day.

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13. RELATIONS AMONG HOLDERS

13.1 Relations among Holders

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

13.2 Standard of Conduct

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

14. MISCELLANEOUS

14.1 Form of Documents Delivered to Trustee

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

Any certificate or opinion of an Officer of the Issuer or the Collateral Manager may and, where required by the Issuer shall, be based, insofar as it relates to legal matters, upon a

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

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

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

14.2 Acts of Holders

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in writing or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the Act of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 14.2.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee deems sufficient.

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(c) The principal amount or face amount, as the case may be, and registered numbers of Notes held by any Person, and the date of such Person’s holding the same, shall be proved by the applicable Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder (and any transferee thereof) of such and of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

14.3     Notices, etc., to Trustee, the Revolving Credit Note Agent, the Issuer, the Collateral Manager, the Collateral Administrator, the Paying Agent, the Valuation Agent

(a) Any request, demand, authorization, direction, instruction, order, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given, delivered, e-mailed or furnished to, or filed with:

(i) the Trustee shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery, by electronic mail, or by facsimile in legible form, to the Trustee addressed to it at its applicable Corporate Trust Office, or at any other address previously furnished in writing to the other parties hereto by the Trustee, and executed by an Authorized Representative of the entity sending such request, demand, authorization, direction, instruction, order, notice, consent, waiver or other document, provided that any demand, authorization, direction, instruction, order, notice, consent, waiver or other document sent to U.S. Bank National Association, 8 Greenway Plaza, Suite 1100, Houston, TX, Attention: Global Corporate Trust Service – CM Finance SPV Ltd., E-Mail: CM.Finance.SPV@usbank.com (in any capacity hereunder) will be deemed effective only upon receipt thereof;

(ii) the Revolving Credit Note Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery, by electronic mail, or by facsimile in legible form, to the Revolving Credit Note Agent addressed to it at its applicable Corporate Trust Office, or at any other address previously furnished in writing to the other parties hereto by the Revolving Credit Note Agent, and executed by an Authorized Representative of the entity sending such request, demand, authorization, direction, instruction, order, notice, consent, waiver or other document, provided that any demand, authorization, direction, instruction, order, notice, consent, waiver or other

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document sent to U.S. Bank National Association, 8 Greenway Plaza, Suite 1100, Houston, TX, Attention: Global Corporate Trust Service – CM Finance SPV Ltd., E-Mail: CM.Finance.SPV@usbank.com (in any capacity hereunder) will be deemed effective only upon receipt thereof;

(iii) the Issuer shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Issuer addressed to it at c/o CM Finance Inc., 65 East 55^th Street, 15^th Floor, New York, NY 10022, Attention: Rocco DelGuercio and Matt Bannon, telephone no. (212) 257-5193, Facsmile no. (212) 257-5198, email: RDelGuercio@cmipllc.com, mbannon@cmipllc.com, and ops@cyruscapital.com or at any other address previously furnished in writing to the other parties hereto by the Issuer, as the case may be, with a copy to the Collateral Manager at its address below;

(iv) the Collateral Manager shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Manager addressed to it at 65 East 55^th Street, 15^th Floor, New York, NY 10022, Attention: David Collins, Matt Bannon and Rocco DelGuercio, telephone no.: (212) 257-5193, Facsmile no. (212) 257-5198, email: mbannon@cmipllc.com, rdelguercio@cmipllc.com and ops@cyruscapital.com or at any other address previously furnished in writing to the parties hereto;

(v) the Bank shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by telecopy in legible form, addressed to U.S. Bank National Association, 8 Greenway Plaza, Suite 1100, Houston, TX, Attention: Global Corporate Trust Service – CM Finance SPV Ltd., E-Mail: CM.Finance.SPV@usbank.com, or at any other address previously furnished in writing to the Issuer and the Trustee by the Bank;

(vi) the Collateral Administrator shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by facsimile in legible form, to the Collateral Administrator at U.S. Bank National Association, 8 Greenway Plaza, Suite 1100, Houston, TX, Attention: Global Corporate Trust Service – CM Finance SPV Ltd., E-Mail: CM.Finance.SPV@usbank.com, or at any other address previously furnished in writing to the parties hereto; and

(vii) the Valuation Agent shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service or by telecopy in legible form, addressed to UBS AG, London Branch, Structured Funding, Attn: Christopher Thai, 1285

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Avenue of the Americas, New York, NY 10019-6064, Tel: (203) 719-2321, E-mail: ol-us_sct_structuredfunding@ubs.com, or at any other address previously furnished in writing to the Issuer and the Trustee by UBS.

(b) In the event that any provision in this Indenture calls for any notice or document to be delivered simultaneously to the Trustee and any other Person, the Trustee’s receipt of such notice or document shall entitle the Trustee to assume that such notice or document was delivered to such other Person unless otherwise expressly specified herein.

(c) Any reference herein to information being provided “in writing” shall be deemed to include each permitted method of delivery specified in sub clause (a) above.

14.4 Notices to Holders; Waiver

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

(a) such notice shall be sufficiently given to Holders if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Note Registers (or, in the case of Holders of Global Notes, emailed to DTC for distribution to each Holder affected by such event), not earlier than the earliest date and not later than the latest date, prescribed for the giving of such notice; and

(b) such notice shall be in the English language.

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

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

The Trustee will deliver to the Holders any information or notice relating to this Indenture requested to be so delivered by at least 25% of the Holders (by Aggregate Outstanding Amount), at the expense of the Issuer. The Trustee may require the requesting Holders to comply with its standard verification policies in order to confirm Holder status.

Neither the failure to mail any notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. In case by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity or by reason of any other cause it shall be impracticable to give such notice by mail of any event to Holders when such notice is required to be given

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pursuant to any provision of this Indenture, then such notification to Holders as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder.

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

14.5 Effect of Headings and Table of Contents

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

14.6 Successors and Assigns

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

14.7 Severability

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

14.8 Benefits of Indenture

The Valuation Agent, the Collateral Manager and (solely for the purposes of Section 12.1(a)(iv) and Section 12.2(a)(viii) and as provided in Section 1.1(a) and any other provisions hereof that provides for UBS to have the right to make a determination, receive a notice, report or certificate, make a request, give consent, provide a confirmation or otherwise exercise discretion) UBS shall each be an express third party beneficiary of each agreement or obligation in this Indenture (including, without limitation, any right to

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make a determination, receive a notice, report or certificate, make a request, give consent or direct a disposition expressed as being exercisable by the Valuation Agent or Collateral Manager hereunder). Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Holders, the Collateral Manager and the Valuation Agent, any benefit or any legal or equitable right, remedy or claim under this Indenture.

14.9 Legal Holidays

In the event that the date of any Payment Date, Redemption Date (if any) or Stated Maturity shall not be a Business Day, then notwithstanding any other provision of the Notes or this Indenture, payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of any such Payment Date, Redemption Date (if any) or Stated Maturity date, as the case may be, and except as provided in the definition of “Monthly Period”, no interest shall accrue on such payment for the period from and after any such nominal date.

14.10 Governing Law

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

14.11 Submission to Jurisdiction

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

14.12 WAIVER OF JURY TRIAL

EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE OF SUCH NOTE OR INTEREST THEREIN SHALL BE DEEMED TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF

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OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Indenture by, among other things, the mutual waivers and certifications in this paragraph.

14.13 Counterparts

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

14.14 Acts of Issuer

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

14.15 Confidential Information

(a) The Trustee and each Holder of Notes will maintain the confidentiality of all Confidential Information in accordance with procedures adopted by the Issuer or such Holder in good faith to protect Confidential Information of third parties delivered to such Person; provided that such Person may deliver or disclose Confidential Information to: (i) such Person’s directors, trustees, officers, employees, agents, attorneys and Affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated hereby or the investment represented by the Notes; (ii) such Person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 14.15 and to the extent such disclosure is reasonably required for the administration of this Indenture, the matters contemplated hereby or the investment represented by the Notes; (iii) any other Holder; (iv) any Person of the type that would be, to such Person’s knowledge, permitted to acquire Notes in accordance with the requirements of Section 2.5 hereof to which such Person sells or offers to sell any such Note or any part thereof (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 14.15); (v) any other Person from which such former Person offers to purchase any security of the Issuer (if such other Person has agreed in writing prior to its receipt

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of such Confidential Information to be bound by the provisions of this Section 14.15); (vi) any Federal or State or other regulatory, governmental or judicial authority having jurisdiction over such Person; (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about the investment portfolio of such Person, reinsurers and liquidity and credit providers that agree to hold confidential the Confidential Information substantially in accordance with this Section 14.15; (viii) any other Person with the consent of the Issuer and the Collateral Manager; or (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation or order applicable to such Person, (B) in response to any subpoena or other legal process upon prior notice to the Issuer (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice to the Issuer (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law) or (D) if an Event of Default has occurred and is continuing, to the extent such Person may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes or this Indenture or (E) in the Trustee’s or Collateral Administrator’s performance of its obligations under this Indenture, the Collateral Administration Agreement or other transaction document related thereto; and provided that delivery to Holders by the Trustee or the Collateral Administrator of any report of information required by the terms of this Indenture to be provided to Holders shall not be a violation of this Section 14.15. Each Holder of Notes agrees, except as set forth in clauses (vi), (vii) and (ix) above, that it shall use the Confidential Information for the sole purpose of making an investment in the Notes or administering its investment in the Notes; and that the Trustee and the Collateral Administrator shall neither be required nor authorized to disclose to Holders any Confidential Information in violation of this Section 14.15. In the event of any required disclosure of the Confidential Information by such Holder, such Holder agrees to use reasonable efforts to protect the confidentiality of the Confidential Information. Each Holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.15.

(b) For the purposes of this Section 14.15, Confidential Information means information delivered to the Trustee, the Collateral Administrator or any Holder of Notes by or on behalf of the Issuer in connection with and relating to the transactions contemplated by or otherwise pursuant to this Indenture; provided that such term does not include information that: (i) was publicly known or otherwise known to the Trustee, the Collateral Administrator or such Holder prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or omission by the Trustee, the Collateral Administrator, any Holder or any person acting on behalf of the Trustee, the Collateral Administrator or any Holder; (iii) otherwise is known or becomes known to the Trustee, the Collateral

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Administrator or any Holder other than (x) through disclosure by the Issuer or (y) to the knowledge of the Trustee, the Collateral Administrator or a Holder, as the case may be, in each case after reasonable inquiry, as a result of the breach of a fiduciary duty to the Issuer or a contractual duty to the Issuer; or (iv) is allowed to be treated as non-confidential by consent of the Issuer.

(c) Notwithstanding the foregoing, the Trustee and the Collateral Administrator may disclose Confidential Information to the extent disclosure thereof may be required by law or by any regulatory or governmental authority and the Trustee and the Collateral Administrator may disclose on a confidential basis any Confidential Information to its agents, attorneys and auditors in connection with the performance of its responsibilities hereunder.

15. ASSIGNMENT OF CERTAIN AGREEMENTS

15.1 Assignment of Collateral Management Agreement, Revolving Credit Note Agreement, Collateral Administration Agreement, Issuer Contribution Agreement and any Master Participation Agreement

(a) The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, the Revolving Credit Note Agreement, the Collateral Administration Agreement, the Issuer Contribution Agreement and any Master Participation Agreement including (i) the right to give all notices, consents and releases thereunder, (ii) the right to receive all notices, accountings, consents, releases and statements thereunder, (iii) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder, (iv) with respect to the Collateral Management Agreement, the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, and (v) with respect to the Issuer Contribution Agreement, the right to give equity contribution notices and to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, the Issuer shall retain, and the Trustee shall not have, the authority to exercise any of the rights set forth in (i) through (v) above or that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived.

(b) The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the provisions of the Collateral Management Agreement, the Revolving Credit Note Agreement, the Collateral Administration Agreement, the Issuer Contribution Agreement and any Master Participation Agreement nor shall any of the obligations contained in such agreements be imposed on the Trustee.

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(c) Upon the retirement of the Notes, the payment of all amounts required to be paid pursuant to the Priority of Payments and the release of the Collateral from the lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of the Holders shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under the Collateral Management Agreement, the Revolving Credit Note Agreement, the Collateral Administration Agreement, the Issuer Contribution Agreement and any Master Participation Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion.

(d) The Issuer represents that the Issuer has not executed any other assignment of the Collateral Management Agreement, the Revolving Credit Note Agreement, the Collateral Administration Agreement, the Issuer Contribution Agreement or any Master Participation Agreement.

(e) The Issuer agrees that this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer will, from time to time, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness of such assignment.

(f) Subject to Section 15.1(a), the Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral Manager in the Collateral Management Agreement, to the following:

(i) The Collateral Manager shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable to the Collateral Manager subject to the terms (including the standard of care set forth in the Collateral Management Agreement) of the Collateral Management Agreement.

(ii) The Collateral Manager shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Collateral Management Agreement to the Trustee as representative of the Holders and the Collateral Manager shall agree that all of the representations, covenants and agreements made by the Collateral Manager in the Collateral Management Agreement are also for the benefit of the Trustee, subject to Section 15.1(a).

(iii) The Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the Collateral Manager to the Issuer pursuant to the Collateral Management Agreement.

(iv) Neither the Issuer nor the Collateral Manager will enter into any agreement amending, modifying or terminating the Collateral Management Agreement

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(other than an amendment to correct inconsistencies, typographical or other errors, defects or ambiguities) or selecting or consenting to a successor manager except with the consents and satisfaction of the conditions specified in the Collateral Management Agreement entered into on the Closing Date.

(v) The Collateral Manager agrees not to cause the filing of a petition in bankruptcy against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Shareholder) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or Sole Shareholder.

(g) Upon a Trust Officer of the Trustee (i) receiving written notice from the Collateral Manager that an event constituting “Cause” as defined in the Collateral Management Agreement has occurred, (ii) receiving written notice that the Collateral Manager is resigning or is being removed, with or without “Cause” or (iii) written notice of a successor collateral manager, the Trustee shall, not later than one Business Day thereafter, notify the Holders (as their names appear in the Note Registers).

(h) Subject to Section 15.1(a), the Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sole Shareholder in the Issuer Contribution Agreement, to the following:

(i) The Sole Shareholder shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable to the Sole Shareholder subject to the terms of the Issuer Contribution Agreement.

(ii) The Sole Shareholder shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Issuer Contribution Agreement to the Trustee as representative of the Holders and the Sole Shareholder shall agree that all of the representations, covenants and agreements made by the Sole Shareholder in the Issuer Contribution Agreement are also for the benefit of the Trustee, subject to Section 15.1(a).

(iii) The Sole Shareholder shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the Sole Shareholder to the Issuer pursuant to the Issuer Contribution Agreement.

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(iv) Neither the Issuer nor the Sole Shareholder will enter into any agreement amending, modifying or terminating the Issuer Contribution Agreement (other than an amendment to correct inconsistencies, typographical or other manifest errors, defects or ambiguities that, in each case, does not in any way affect the maintenance of a consistent aggregate Advance Value of Portfolio Assets and Cash held by the Issuer by means of contributions and withdrawals under the Issuer Contribution Agreement) without prior written consent of the Trustee and the Valuation Agent (unless such amendment could not reasonably be expected to materially adversely affect any of the Issuer, the Collateral or the interests of the Trustee and Issuer therein and notice thereof has been given to the Trustee and Valuation Agent).

(v) The Sole Shareholder agrees not to cause the filing of a petition in bankruptcy against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to preclude, the Sole Shareholder from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Shareholder) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Sole Shareholder or Collateral Manager.

(i) The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the relevant MPA Counterparty to any Master Participation Agreement, to the following:

(i) The relevant MPA Counterparty shall consent to the provisions of this assignment.

(ii) The relevant MPA Counterparty shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the relevant Master Participation Agreement to the Trustee as representative of the Holders and the relevant MPA Counterparty shall agree that all of the representations, covenants and agreements made by the relevant MPA Counterparty in the relevant Master Participation Agreement are also for the benefit of the Trustee.

(iii) The relevant MPA Counterparty shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the relevant MPA Counterparty to the Issuer pursuant to the relevant Master Participation Agreement.

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(iv) The relevant MPA Counterparty agrees not to cause the filing of a petition in a bankruptcy or similar Proceeding against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to estop, an MPA Counterparty from taking any action prior to the expiration of the aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the relevant MPA Counterparty or Sole Shareholder) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the relevant MPA Counterparty or Sole Shareholder.

(v) From and after the occurrence and continuance of an Event of Default, the relevant MPA Counterparty shall continue to perform and be bound by the provisions of the relevant Master Participation Agreement (except as otherwise expressly provided in any Master Participation Agreement).

- Signature Page Follows -

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

CM FINANCE SPV LTD.,
  as Issuer

By:

Name:

Title:

Indenture – Signature Page

U.S. BANK NATIONAL ASSOCIATION,

as Trustee and, solely as expressly specified herein, as Bank

By:                                                                              

Name:

Title:

Indenture – Signature Page

Schedule 1

Portfolio Assets as of Closing Date

Committed Loans:

Status	Name	Tranche	Security Type	Price		Par Value		Market Value
Committed	Virgin America	1st Lien Note	1st Lien		$90.0000		$5,000,000		$4,500,000
Committed	Virgin America	2nd Lien Note	2nd Lien		$100.0000		$5,000,000		$5,000,000
Committed	MF Global	Delayed Draw TL (Exit Facility)	1st Lien		$97.5000		$10,000,000		$9,750,000
Total					Total		$20,000,000		$19,250,000

Funded Loans:

Status	Name	Tranche	Security Type	Price		Par Value		Market Value
Funded	Crestwood	Term Loan	1st Lien		$101.7500		$11,954,510		$12,163,714
Funded	Endeavour	Term Loan (Refund Guarantee Facility)	1st Lien		$100.0000		$17,953,305		$17,953,305
Funded	YRC	Receivables Facility (aka 2nd Out ABL)	1st Lien		$100.5000		$12,074,283		$12,134,654
Funded	Capitol Petroleum Group	Senior Secured Note	1st Lien		$98.3600		$10,096,891		$9,931,302
Funded	TNS	2nd Lien	2nd Lien		$100.5000		$9,250,000		$9,296,250
Funded	AM General	Term Loan	1st Lien		$98.0000		$10,000,000		$9,800,000
Funded	Alcatel	Term Loan C	1st Lien		$102.0000		$12,712,500		$12,966,750
Funded	New Wave Communications	2nd Lien Term Loan	2nd Lien		$99.5000		$8,000,000		$7,960,000
Total					Total		$92,041,489		$92,205,975

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Schedule 2

Moody’s Industry Classifications

Industry   Number	Collateral Description
1	Aerospace & Defense
2	Automotive
3	Banking, Finance, Insurance and Real Estate
4	Beverage, Food, & Tobacco
5	Capital Equipment
6	Chemicals, Plastics, & Rubber
7	Construction & Building
8	Consumer goods: durable
9	Consumer goods: non-durable
10	Containers, Packaging, & Glass
11	Energy: Electricity
12	Energy: Oil & Gas
13	Environmental Industries
14	Forest Products & Paper
15	Healthcare & Pharmaceuticals
16	High Tech Industries
17	Hotel, Gaming, & Leisure
18	Media: Advertising, Printing & Publishing
19	Media: Broadcasting & Subscription
20	Media: Diversified & Production
21	Metals & Mining
22	Retail
23	Services: Business
24	Services: Consumer
25	Sovereign & Public Finance
26	Telecommunications
27	Transportation: Cargo
28	Transportation: Consumer
29	Utilities: Electric
30	Utilities: Oil & Gas
31	Utilities: Water
32	Wholesale

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CONTENTS

SECTION			PAGE
1.		Definitions		3
	1.1	Definitions		3
	1.2	Assumptions as to Collateral		36
2.		The Notes		37
	2.1	Forms Generally		37
	2.2	Forms of Notes		38
	2.3	Authorized Amount; Stated Maturity; Denominations		41
	2.4	Execution, Authentication, Delivery and Dating		43
	2.5	Registration, Registration of Transfer and Exchange		44
	2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note		56
	2.7	Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved		57
	2.8	Persons Deemed Owners		60
	2.9	Cancellation		60
	2.10	DTC Ceases to be Depository		60
	2.11	Non-Permitted Holders or Violation of ERISA Representations or Noteholder Reporting Obligations		61
	2.12	Tax Certification and Noteholder Reporting Obligations		63
	2.13	Additional Issuance of Notes		64
	2.14	Borrowings under the Revolving Credit Note Agreement		65
	2.15	Subsequent Advance of Class A-2 Notes		66
3.		Conditions Precedent		66
	3.1	Conditions to Issuance of Notes on Closing Date		66
	3.2	Custodianship; Delivery of Portfolio Assets and Eligible Investments		69
	3.3	Application of Proceeds of Issuance		70
	3.4	Issuance of Class A-R Notes		70
4.		Satisfaction And Discharge		70
	4.1	Satisfaction and Discharge of Indenture		70
	4.2	Application of Trust Cash		72

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	4.3	Repayment of Cash Held by Paying Agent	72
5.		Remedies	73
	5.1	Events of Default	73
	5.2	Acceleration of Maturity; Rescission and Annulment	75
	5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	76
	5.4	Remedies	78
	5.5	Optional Preservation of Collateral	80
	5.6	Trustee May Enforce Claims Without Possession of Notes	81
	5.7	Application of Cash Collected	82
	5.8	Limitation on Suits	82
	5.9	Unconditional Rights of Holders to Receive Principal and Interest	82
	5.10	Restoration of Rights and Remedies	83
	5.11	Rights and Remedies Cumulative	83
	5.12	Delay or Omission Not Waiver	83
	5.13	Control by Majority Noteholders	83
	5.14	Waiver of Past Defaults	84
	5.15	Undertaking for Costs	84
	5.16	Waiver of Stay or Extension Laws	84
	5.17	Sale of Collateral	85
	5.18	Action on the Notes	86
6.		The Trustee	86
	6.1	Certain Duties and Responsibilities	86
	6.2	Notice of Default	88
	6.3	Certain Rights of Trustee	88
	6.4	Not Responsible for Recitals or Issuance of Notes	92
	6.5	May Hold Notes	92
	6.6	Cash Held in Trust	92
	6.7	Compensation and Reimbursement	92
	6.8	Corporate Trustee Required; Eligibility	94
	6.9	Resignation and Removal; Appointment of Successor	94
	6.10	Acceptance of Appointment by Successor	96
	6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	96
	6.12	Co-Trustees	96

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	6.13	Certain Duties of Trustee Related to Delayed Payment of Proceeds	98
	6.14	Authenticating Agents	98
	6.15	Withholding	99
	6.16	Fiduciary for Holders Only; Agent for each other Secured Party	99
	6.17	Representations and Warranties of the Bank	100
	6.18	Rights of Trustee under certain Transaction Documents.	100
7.		Covenants	101
	7.1	Payment of Principal and Interest	101
	7.2	Maintenance of Office or Agency	101
	7.3	Cash for Note Payments to be Held in Trust	101
	7.4	Existence of Issuer	103
	7.5	Protection of Collateral	104
	7.6	Opinions as to Collateral	106
	7.7	Performance of Obligations	106
	7.8	Negative Covenants	107
	7.9	Statement as to Compliance	109
	7.10	Issuer May Not Consolidate Except on Certain Terms	109
	7.11	Successor Substituted	109
	7.12	No Other Business	109
	7.13	Acquisition of Portfolio Assets	110
	7.14	Reporting	110
	7.15	Certain Tax Matters	110
	7.16	Side Letter Security Agreement	111
8.		Supplemental Indentures	112
	8.1	Supplemental Indentures Without Consent of Holders of Notes	112
	8.2	Supplemental Indentures With Consent of Holders of Notes	113
	8.3	Execution of Supplemental Indentures	114
	8.4	Determination of Effect on Holders	115
	8.5	Effect of Supplemental Indentures	116
	8.6	Reference in Notes to Supplemental Indentures	116
9.		Redemption of notes	116
	9.1	Mandatory redemption	116
	9.2	Redemption Procedures	118

-iii-

	9.3	Class A-2 Notes Payable on Redemption Date	118
10.		Accounts, Accountings and Releases	119
	10.1	Collection of Cash	119
	10.2	Collection Account	119
	10.3	Transaction Accounts	122
	10.4	Reinvestment of Funds in Accounts; Reports by Trustee	126
	10.5	Accountings	128
	10.6	Release of Collateral	134
	10.7	Procedures Relating to the Establishment of Accounts Controlled by the Trustee	135
	10.8	Section 3(c)(7) Procedures	135
11.		Application Of Cash	136
	11.1	Disbursements of Cash from Payment Account	136
12.		Sale of Portfolio Assets; purchase of additional Portfolio Assets	137
	12.1	Sales of Portfolio Assets	137
	12.2	Acquisition of Portfolio Assets; Eligible Investments	140
	12.3	Conditions Applicable to All Sale and Purchase Transactions	141
	12.4	Calculation of Required Contributions and Withdrawals by the Sole Shareholder under the     Issuer Contribution Agreement	144
13.		Relations among Holders	145
	13.1	Relations among Holders	145
	13.2	Standard of Conduct	145
14.		Miscellaneous	145
	14.1	Form of Documents Delivered to Trustee	145
	14.2	Acts of Holders	146
	14.3	Notices, etc., to Trustee, the Revolving Credit Note Agent, the Issuer, the Collateral Manager,     the Collateral Administrator, the Paying Agent, the Valuation Agent	147
	14.4	Notices to Holders; Waiver	149
	14.5	Effect of Headings and Table of Contents	150
	14.6	Successors and Assigns	150
	14.7	Severability	150
	14.8	Benefits of Indenture	150
	14.9	Legal Holidays	151

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	14.10	Governing Law	151
	14.11	Submission to Jurisdiction	151
	14.12	WAIVER OF JURY TRIAL	151
	14.13	Counterparts	152
	14.14	Acts of Issuer	152
	14.15	Confidential Information	152
15.		Assignment Of Certain Agreements	154
	15.1	Assignment of Collateral Management Agreement, Revolving Credit Note     Agreement, Collateral Administration Agreement, Issuer Contribution Agreement     and any Master Participation Agreement	154

Schedules and Exhibits
Schedule 1		List of Portfolio Assets as of Closing Date
Schedule 2		Moody’s Industry Classifications
Exhibit A		Forms of Notes
	A1	Form of Global Class A-1 Note
	A2	Form of Certificated Class A-1 Note
	A3	Form of Global Class A-2 Note
	A4	Form of Certificated Class A-2 Note
	A5	Form of Class A-R Note
Exhibit B		Forms of Transfer and Exchange Certificates
	B1	Form of Transferor Certificate for Transfer of Rule 144A Global Note or Certificated Note to           Regulation S Global Note or Certificated Note
	B2	Form of Purchaser Representation Letter for Certificated Notes
	B3	Form of Transferor Certificate for Transfer of Regulation S Global Note or Certificated Note           to Rule 144A Global Note or Certificated Note
	B4	Form of Transferee Certificate of Rule 144A Global Note
	B5	Form of Transferee Certificate of Regulation S Global Note
Exhibit C		Form of Opinion of Nixon Peabody LLP
Exhibit D		Form of Opinion of Bingham McCutchen LLP
Exhibit E		Form of Opinion of Appleby (Cayman) Ltd.
Exhibit F		Form of Beneficial Owner Certificate

-v-

Dated as of June 21, 2019

CM FINANCE SPV LTD.,

as Issuer

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SIXTH AMENDED AND RESTATED

INDENTURE

EX-99.10.3

EXECUTION VERSION

AMENDMENT AGREEMENT, dated as of June 21, 2019 (this Amendment Agreement), between CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the Issuer); CM INVESTMENT PARTNERS LLC, as collateral manager (in such capacity, together with its permitted successors and assigns under the Indenture, the Collateral Manager); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral administrator (in such capacity, together with its permitted successors and assigns under the Collateral Administration Agreement (as defined below), the Collateral Administrator).

WHEREAS, the Collateral Manager, the Issuer and the Collateral Administrator have previously entered into that certain Collateral Administration Agreement, dated as of May 23, 2013, and as amended, supplemented or waived from time to time (the Collateral Administration Agreement). Section 10 of the Collateral Administration Agreement states that the Collateral Administration Agreement may not be amended, changed, modified or terminated except by the Collateral Manager, the Issuer and the Collateral Administrator in writing.

WHEREAS, the Issuer and the Collateral Manager have previously entered into that certain Collateral Management Agreement, dated as of May 23, 2013 (the Collateral Management Agreement). Section 13 of the Collateral Management Agreement states that the Collateral Management Agreement may not be modified or amended without the prior written consent of the Trustee and the Majority Noteholders and in writing executed by the parties thereto.

WHEREAS, the Issuer, U.S. Bank National Association, in its capacity as trustee (in such capacity, together with its permitted successors and assigns, the Trustee) and U.S. Bank National Association, in its individual capacity (the Bank) have previously entered into that certain Fifth Amended and Restated Indenture, dated as of November 20, 2017 (the Original Indenture), between the Issuer, the Trustee and the Bank. The Issuer, the Trustee and the Bank have agreed to enter into an Sixth Supplemental Indenture, dated on or about the date hereof (the Sixth Supplemental Indenture), pursuant to which the Original Indenture is amended and restated, and pursuant to which, among other things, the Issuer issues (the Issuance) up to U.S.$97,333,334 in aggregate principal amount of Class A-2 Notes (the Class A-2 Notes).

WHEREAS, each party to the Collateral Administration Agreement has agreed to amend the Collateral Administration Agreement, in accordance with the terms of this Amendment Agreement, in order to reflect the Issuance, the transactions contemplated in the Indenture and the Sixth Supplemental Indenture and the entry into of an amended and restated Equity Contribution Agreement to be dated as of the date hereof (the Issuer Contribution Agreement), between, among others, the Issuer and CM Finance Inc.

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ACCORDINGLY, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions

Capitalized terms used but not defined herein have the respective meanings given to such terms in the Collateral Administration Agreement, the Collateral Management Agreement and, if not defined therein, in the Original Indenture or the Sixth Supplemental Indenture.

2. Amendments

With effect from and including the Effective Date (as defined in Section 3):

(a) the Collateral Administration Agreement is hereby amended as follows:

(i)       the first whereas clause shall be deleted in its entirety and replaced with the following:

“WHEREAS, the Issuer intends to issue certain Class A-1 Notes due 2029 (the “Class A-1 Notes”, certain Class A-2 Notes due 2029 (the “Class A-2 Notes”) and certain Class A-R Notes due 2029 (the “Class A-R Notes” and, together with the Class A-1 Notes and Class A-2 Notes, the “Notes”;”

(ii) Section 2(b)(iv) shall be deleted in its entirety and replaced with the following:

“Prepare, on behalf of the Issuer or the Collateral Manager on the Issuer’s behalf, and arrange for delivery in accordance with the Indenture within the time frames stated therein, (A) beginning in June 2013, the Payment Date Reports pursuant to Section 10.5(a) of the Indenture, on the basis of the information contained in the Collateral Database as of the applicable Determination Date (and in that regard cooperate with the Collateral Manager, on behalf of the Issuer, in connection with the comparison of information and discrepancies, if any, required under the last paragraph of said Section 10.5(a) of the Indenture, (B) beginning on the day after Closing Date as and to the extent mutually agreed, and thereafter on a fully operational basis as promptly as the Collateral Administrator is able to do so with commercially reasonable efforts, the Daily Reports pursuant to Section 10.5(c) of the Indenture, on the basis of the information contained in the Collateral Database or provided by the Trustee or the Collateral Manager as of the close of business on the preceding Business Day, and (C) the Collateral Change Event and Repayment Date Report pursuant to Section 10.5(g) of the Indenture, in each case on the basis of information contained within each relevant Collateral Change Event Notice delivered to the Collateral Administrator and on the basis of the information contained in the Collateral Database or otherwise provided by the Collateral Manager;”

(iii) Section 2(c) shall be deleted in its entirety and replaced with the following:

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“(c)    The Collateral Manager shall cooperate with the Collateral Administrator in connection with the matters described herein, including the preparation by the Collateral Administrator of the Payment Date Reports, Daily Reports, the Change Event and Repayment Reports and other statements and certifications required in connection with the purchase and sale of the Collateral under the Indenture. Without limiting the generality of the foregoing, the Collateral Manager shall supply in a timely fashion any information maintained by it that the Collateral Administrator may from time to time request with respect to the Collateral and reasonably need in order to complete the reports and certificates and calculations required to be prepared by the Collateral Administrator hereunder or required to permit the Collateral Administrator to perform its obligations hereunder, including without limitation, the market value and categorization of a Portfolio Asset, to the extent required by the Indenture, and any other information that may be reasonably required under the Indenture with respect to a Defaulted Obligation (including, without limitation, promptly notifying the Collateral Administrator upon any Portfolio Asset becoming a Defaulted Obligation or Equity Security). Except with respect to the Daily Reports, the Collateral Manager shall review and verify the contents of the aforesaid reports, instructions, statements and certificates and shall send such reports, instructions, statements and certificates to the Issuer for execution (or shall execute the same on behalf of the Issuer) as may be required by the Indenture (and in accordance with the Collateral Management Agreement), and furnish such signed reports to the Collateral Administrator for prompt distribution in accordance with the Indenture. The Collateral Administrator shall provide such items (other than the Daily Reports and the Collateral Change Event and Repayment Date Reports) to the Collateral Manager no later than 3 Business Days prior to the due date as set forth above to enable such review by the Collateral Manager. At the instruction of the Collateral Manager, the Collateral Administrator shall attach to any reports such additional information that is timely provided by the Collateral Manager and independently prepared by, or on behalf of the Collateral Manager. The Collateral Manager shall be solely responsible for the content of any such additional information.

(iv) A new Clause (f) shall be added to Section 2 as follows:

“Without limiting its reporting obligations under this Agreement, the Collateral Administrator shall have no obligation to determine (and the Collateral Manager will timely advise the Collateral Administrator) (i) of the Purchase Price or Advance Value of a Portfolio Asset or (ii) the Advance Percentage and the categorization of such Portfolio Asset for purposes of determining the Advance Percentage applicable thereto (indicating, in the case of a Portfolio Asset for which an alternative percentage has been specified in an agreement pursuant to the proviso to the definition of “Advance Percentage”, that such Portfolio Asset is subject to an asset-specific agreement).”

(b)    The first paragraph of Section 14 of the Collateral Management Agreement shall be amended by deleting the following words:

“, as determined by reference to the Advisers Act,”.

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3. Conditions Precedent to Effective Date

This Amendment Agreement shall become effective on and as of the date (the Effective Date) on which this Amendment Agreement shall have been duly executed and delivered by each party hereto.

4. Representations and Warranties; Covenants; Other Agreements

(a) Representations and Warranties.

(i) Each party represents to the other party that each of the representations and warranties contained in the Collateral Administration Agreement and the Collateral Management Agreement is true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(ii) Each party represents and warrants to the other party that this Amendment Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b) Further Assurance. From time to time, each of the parties hereto will promptly execute and deliver all such further instruments, certificates and documents, and take all such further actions as any one of them may deem to be necessary, advisable, convenient or proper to carry out the intent of this Amendment Agreement.

(c) Agreement Continuation. The Collateral Administration Agreement, as modified by this Amendment Agreement, shall continue in full force and effect, and nothing herein contained shall be construed as a waiver or modification of existing rights under the Collateral Administration Agreement, except as such rights are expressly modified hereby.

(d) Consent of the Trustee and the Sole Holder. For the purposes of this Amendment Agreement: (i) UBS AG, London Branch by executing and delivering a counterpart of this Amendment Agreement, hereby represents that it is, immediately prior to the Effective Date (as defined in the Sixth Supplemental Indenture), the sole beneficial owner of Notes having an aggregate principal amount as indicated above its signature hereto; and (ii) each of (A) the Trustee (at the direction of the sole Holder) and (B) the sole Holder, by executing and delivering a counterpart of this Amendment Agreement, hereby provides its written consent to the execution of this Amendment Agreement by the Issuer, the Collateral Administrator and the Collateral Manager pursuant to Section 13 of the Collateral Management

4

Agreement, and to the amendment of the Collateral Management Agreement in accordance with the terms of this Amendment Agreement.

5. Miscellaneous

(a) Successors and Assigns. This Amendment Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No person or entity other than the parties hereto and their respective successors and permitted assigns shall have any rights under this Amendment Agreement.

(b) Entire Agreement. This Amendment Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

(c) Headings. The headings used in this Amendment Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment Agreement.

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

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

(f) Waiver of Jury Trial Right. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS. Each party hereby (a) certifies that no representative, agent or attorney of any other has represented, expressly or otherwise, that such other would

5

not, in the event of a Proceeding, seek to enforce the foregoing waiver; and (b) acknowledges that it has been induced to enter into this Amendment Agreement by, among other things, the mutual waivers and certifications in this paragraph.

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

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

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective signatories thereunto duly authorized as of the date first written above.

CM FINANCE SPV LTD.,

as Issuer

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Administrator

By:

Name:

Title:

CM INVESTMENT PARTNERS LLC

as Collateral Manager

By:

Name:

Title:

Collateral Administration Agreement and Collateral Management Agreement - Amendment Agreement

U.S. BANK NATIONAL ASSOCIATION,

solely in its capacity as Trustee for the purposes of Section 4(d) of this Amendment Agreement

By:

Name:

Title:

Collateral Administration Agreement and Collateral Management Agreement - Amendment Agreement

UBS AG, LONDON BRANCH,

as sole Holder of Notes

By:

Name:

Title:

By:

Name:

Title:

Aggregate Principal Amount of Class A Notes held immediately prior to the Effective Date (as defined in the Sixth Supplemental Indenture):	U.S.$200,000,000
Maximum Aggregate Principal Amount of Class A-R Notes held immediately prior to the Effective Date (as defined in the Sixth Supplemental Indenture):	U.S.$100,000,000

Collateral Administration Agreement and Collateral Management Agreement - Amendment Agreement

EX-99.10.4

EXECUTION VERSION

CONTRIBUTION AGREEMENT, dated as of June 21, 2019 (this Agreement), between CM FINANCE INC., a corporation incorporated under the law of the State of Maryland and sole shareholder (the Sole Shareholder) of CM Finance SPV Ltd., and CM FINANCE SPV LTD. (the Issuer).

WHEREAS:

A.        The Issuer and U.S. Bank National Association, a national banking association, as trustee on behalf of the Secured Parties (the Trustee) are parties to a Sixth Amended and Restated Indenture, dated as of June 21, 2019 (as amended from time to time, the Indenture), pursuant to which the Issuer issued Notes to the Holders.

B.        In accordance with Section 7.8(f) of the Indenture, the consent of the Majority Noteholders is required in order for the Issuer to accept any contribution other than contributions required to be made by the Issuer Contribution Agreement.

C.        On the Closing Date, the Sole Shareholder contributed additional capital to the Issuer in the form of a USD Cash transfer to the Principal Collection Account in an amount equal to USD 8,850,785.21 (the “Initial Contribution Amount”). Following such transfer on the Closing Date, such Initial Contribution Amount formed a part of the Collateral under the Indenture.

D.        To induce the Holders to accept certain changes to certain of the Portfolio Assets, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Shareholder has agreed to make capital contributions to the Issuer in the circumstances described herein. Accordingly, the parties hereto agree as follows:

Interpretation

1. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Indenture. In addition, as used herein, the following terms have the following respective meanings:

“Acceptable Loan”: A Loan that, at the time of the proposed contribution of such Loan pursuant to this Agreement, the Issuer would be permitted to acquire as a Portfolio Asset pursuant to Section 12.2 of the Indenture, disregarding Section 12.2(a)(ii) (solely to the extent the default referred to therein would be remedied upon contribution to the Issuer of such Loan) of the Indenture.

“Advance Value Depreciation”: With respect to any sale or other disposition of all or part of a Portfolio Asset by the Issuer, as determined by the Collateral Manager and notified to the Trustee, the Collateral Administrator, UBS and the Sole Shareholder, the greater of (a) zero and (b) the remainder of:

(i) the Advance Value of such Portfolio Asset (or applicable portion thereof) minus

(ii) the product of (A) the Final Market Value of such Portfolio Asset (or applicable portion thereof) multiplied by (B) the Advance Percentage with respect to such Portfolio Asset (or applicable portion thereof).

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“Advance Value Gain”: With respect to any sale or other disposition for Cash consideration of all or part of a Portfolio Asset by the Issuer, as determined by the Collateral Manager and notified to the Trustee, the Collateral Administrator, UBS and the Sole Shareholder, the greater of (a) zero and (b) the remainder of:

(i) the product of (A) the Final Market Value of such Portfolio Asset (or applicable portion thereof) multiplied by (B) the Advance Percentage with respect to such Portfolio Asset (or applicable portion thereof) minus

(ii) the Advance Value of such Portfolio Asset (or applicable portion thereof).

“Collateral Change Event”: The meaning specified in Section 3 hereof.

“Collateral Change Event Notice”: A notice from the Collateral Manager on behalf of the Issuer in the form of Exhibit A hereto.

“Collateral Change Settlement Date”: In the case of a sale, disposition, exchange, substitution or acquisition by the Issuer of a Portfolio Asset, the settlement date for such sale, disposition, exchange, substitution or acquisition.

“Collateral Change Trade Date”: In the case of a sale, disposition, substitution or acquisition by the Issuer of a Portfolio Asset, the trade date for such sale, disposition, substitution or acquisition.

“Expense Contribution Amount”: With respect to any Expense Contribution Event, has the meaning given to such term in the definition of “Expense Contribution Event”.

“Expense Contribution Event”: With respect to any date of determination, the giving of notice by the Trustee to the Sole Shareholder pursuant to Section 10.3(c) of the Indenture that the amount then standing to the credit of the Expense Account is (or will be, after giving effect to the payment of aggregate Administrative Expenses payable, but not yet paid, at any time during a particular Monthly Period) less than U.S.$25,000 (the difference between such remaining amount and U.S.$50,000, the “Expense Contribution Amount”).

“Final Market Value”: With respect to any sale or other disposition of all or part of a Portfolio Asset by the Issuer, the net Cash proceeds that will (or would, if not sold for Cash) be received from the sale or other disposition of such Portfolio Asset pursuant to the proposed terms for such sale or disposition as of the Collateral Change Trade Date of the sale or disposition, as shall be determined by the Collateral Manager, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment and notified by the Collateral Manager in writing to the Trustee and Collateral Administrator (with a simultaneous copy to UBS).

“Global Master Repurchase Agreement”: The TBMA/ISMA Global Master Repurchase Agreement (2011 version), dated as of June 11, 2019 (including any annex and confirmation(s) exchanged thereunder, including, without limitation the confirmations dated as of June 21, 2019, each as amended, modified or otherwise supplemented from time to time) between the Sole Shareholder and UBS.

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“LSTA”: The Loan Syndications and Trading Association, Inc. and any successor thereto.

“Removed Asset”: With respect to any Collateral Change Event:

(a) in the case of any sale or other disposition or substitution of all or part of a Portfolio Asset, the portion of the Principal Balance of such Portfolio Asset that is being sold, disposed of or substituted; and

(b) in the case of any acquisition of a Portfolio Asset, the Cash amount that must be paid by the Issuer in order to effect such acquisition.

“Repayment”: With respect to any repayment of or other reduction in the Principal Balance of any Portfolio Asset (including, without limitation, through any exercise of any right of set-off, reduction, or counterclaim that results in the satisfaction of the obligations of the applicable Portfolio Asset Obligor to pay any principal owing in respect of such Portfolio Asset), the amount of such repayment or other reduction. “Repay” and “Repaid” shall each have the corresponding meaning.

“Repayment Date”: With respect to any Repayment, the date of such Repayment.

“Replacement Asset”: With respect to any Collateral Change Event, any one or more of the following (as shall be identified in a Collateral Change Event Notice that satisfies the requirements of Section 3 hereof):

(a) any Acceptable Loan which the Collateral Manager specifies must be contributed by or on behalf of the Sole Shareholder to the Issuer in connection with such Collateral Change Event;

(b) any Cash amount which the Collateral Manager specifies must be contributed by or on behalf of the Sole Shareholder to the Issuer in connection with such Collateral Change Event (which contribution shall be made into the Principal Collection Subaccount);

(c) in the case of any sale or other disposition for Cash proceeds of all or part of a Portfolio Asset, the portion of the applicable Principal Collections which the Collateral Manager specifies must be retained in the Principal Collection Subaccount; or

(d) in the case of any acquisition for Cash of a Portfolio Asset, any Acceptable Loan that is being acquired.

Contribution of Additional Capital

2.

(a) With respect to each Expense Contribution Event that occurs during the period from (and including) the Amendment and Restatement Date to (and including) the date on which all of the Notes have been repaid in full and all Administrative Expenses (including anticipated further expenses of the Trustee) have been paid in full, the

3

Sole Shareholder hereby irrevocably commits to contribute additional equity capital to the Issuer in USD Cash by wire transfer in immediately available funds in an amount no less than the applicable Expense Contribution Amount (each such contribution, a “Required Expense Equity Contribution”).

(b) The contribution obligation pursuant to this Section 2 shall be paid to the Principal Collection Account by no later than 4:00 p.m. (New York City time) on the 2019 Contribution Date, and immediately upon receipt shall form a part of the Collateral under the Indenture.

3. Contribution of Additional Capital and Required Withdrawals in connection with Collateral Change Events and Repayments

(a) If at any time (x) the Issuer wishes to sell, substitute or otherwise dispose of all or part of a Portfolio Asset pursuant to and in accordance with Section 12.1 of the Indenture, (y) the Issuer wishes to acquire a Portfolio Asset pursuant to and in accordance with Section 12.2 of the Indenture or (z) a modification, amendment or action with respect to a Portfolio Asset results in a change to the classification of a Portfolio Asset (as determined by UBS under “Determination of Status of Certain Portfolio Assets” of the Global Master Repurchase Agreement, provided that UBS has notified Counterparty of such determination) (any such event, a “Collateral Change Event”), then the Collateral Manager on behalf of the Issuer shall deliver a Collateral Change Event Notice to the Trustee and Collateral Administrator (with a simultaneous copy to UBS) no later than one Business Day prior to the applicable Collateral Change Trade Date, provided that a single Collateral Change Event Notice may be delivered with respect to multiple Collateral Change Events that have the same Collateral Change Trade Date. If the Issuer wishes to (1) sell or otherwise dispose of all or part of a Portfolio Asset on one Collateral Change Trade Date and (2) acquire a Portfolio Asset on a different Collateral Change Trade Date, the Collateral Manager, on behalf of the Issuer, shall deliver a Collateral Change Event Notice with respect to each such Collateral Change Event in accordance with this Section 3(a).

(b) Each Collateral Change Event Notice relating to a Collateral Change Event described in Section 3(a)(x) or 3(a)(y) above shall specify one or more Replacement Assets that must be acquired by, or contributed by the Sole Shareholder to, the Issuer with an aggregate Advance Value equal to the Advance Value of the Removed Asset that is the subject of such Collateral Change Event determined as of the date the Collateral Change Event Notice is delivered. Prior to the Collateral Change Settlement Date, the Sole Shareholder shall contribute to the Issuer each Replacement Asset described in clause (a) or (b) of the definition thereof that is identified in any Collateral Change Event Notice in accordance with the requirements of this Section 3.

(c) As a condition precedent to the effectiveness of any sale or other disposition of all or any part of a Portfolio Asset, the sale price therefor shall be no less than the expected sale price set forth in the applicable Collateral Change Event Notice.

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(d) Positive Advance Value Depreciation or Positive Advance Value Gain

In the case of any sale or other disposition for Cash consideration of all or part of a Portfolio Asset:

(i) if the Advance Value Depreciation of such sale or other disposition is greater than zero, then:

(A) subject to Section 3(h)(i) below, the Sole Shareholder shall contribute Cash and/or Acceptable Loans as Replacement Asset(s) with an aggregate Advance Value equal to the amount of such expected Advance Value Depreciation (which shall be identified in the applicable Collateral Change Event Notice) (which contribution, if and to the extent that it is comprised of Cash, (I) shall be deposited into the Principal Collection Subaccount and (II) upon receipt thereof by the Trustee on a Business Day, shall be promptly notified by the Trustee to UBS on such Business Day) on the applicable Collateral Change Trade Date; and

(B) in the case of a sale or disposition, such contribution shall be a condition precedent to such sale or disposition becoming a binding commitment of the Issuer, and

(ii) if the Advance Value Gain of such sale or other disposition is greater than zero, then:

the Trustee shall, at the direction of the Collateral Manager, transfer the portion of the Principal Collections received in respect of such sale or other disposition in the form of Cash with an Advance Value equal to the amount of such expected Advance Value Gain (as identified to the Trustee by the Collateral Manager) from the Principal Collection Subaccount to the Portfolio Gains Account promptly and in any event no later than the first Business Day following the applicable Collateral Change Settlement Date.

(e) If any Repayment or other distribution of Cash by a Portfolio Asset Obligor is made in respect of a Portfolio Asset that is being acquired, sold or otherwise disposed of by the Issuer at any time during the period from and including the applicable Collateral Change Trade Date to but excluding the applicable Collateral Change Settlement Date:

(i) the Collateral Manager shall notify the Trustee, the Sole Shareholder and UBS of (A) any change to the Purchase Amount and Advance Value of any Removed Asset or Replacement Asset specified in the original Collateral Change Event Notice resulting therefrom and (B) any Cash amount that must be contributed or withdrawn by the Sole Shareholder in order to ensure that the adjusted aggregate Advance Value of the Replacement Assets identified in the original Collateral Change Event Notice is equal to the adjusted Advance Value of the Removed Asset identified in the original Collateral Change Event Notice;

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(ii) the Sole Shareholder shall contribute, or the Sole Shareholder shall instruct the Collateral Manager to direct the Trustee to withdraw, such Cash amount into or from the Principal Collection Subaccount on or prior to the Collateral Change Settlement Date;

(iii) any amount withdrawn from the Principal Collection Subaccount shall be deposited in the Portfolio Gains Account; and

(iv) the original Collateral Change Event Notice shall be deemed to have been amended accordingly.

(f) Acquisition of a Portfolio Asset with an Advance Value less than Advance Value of Cash applies to satisfy the aggregate purchase price

In the case of any acquisition by the Issuer of a Portfolio Asset with an Advance Value that is less than the Advance Value of the Cash applied to satisfy the aggregate purchase price, the Sole Shareholder shall contribute additional Replacement Assets (other than the Portfolio Asset that is being acquired) identified in the related Collateral Change Event Notice and having an aggregate Advance Value equal to such deficiency.

The Sole Shareholder shall contribute to the Issuer any such additional Replacement Asset that is (i) a Cash amount into the Principal Collection Subaccount on the applicable Collateral Change Trade Date or (ii) an Acceptable Loan by executing appropriate transfer documentation with (A) a contribution trade date that occurs on the applicable Collateral Change Trade Date and (B) a settlement date that occurs on the Collateral Change Settlement Date and, subject to Section 3(h), any failure by the Sole Shareholder to effect the settlement of such contribution in accordance with the foregoing shall constitute a breach of its contribution obligations hereunder.

(g) Aggregate Advance Value of the Replacement Assets exceeds the Advance Value of the related Removed Asset

In the event that the Sole Shareholder wishes to contribute one or more Acceptable Loans to the Issuer, and the Collateral Manager, on behalf of the Issuer, delivers a Collateral Change Event Notice in connection with a Collateral Change Event that would, if all such Acceptable Loans were all Replacement Assets, result in the aggregate Advance Value of the Replacement Assets exceeding the Advance Value of the related Removed Asset, the Issuer shall, on the settlement date for such contribution, immediately transfer to the Sole Shareholder, free of payment, a Participation Interest in one or more portion(s) of such contributed Acceptable Loan(s) (as shall be identified in the applicable Collateral Change Event Notice) with an aggregate Advance Value equal to such excess pursuant to and in accordance with Section 12.3(d) of the Indenture such that each such participated portion of such Acceptable Loan shall thereafter constitute a Sold Participation Interest Loan; provided that:

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(i) the Sole Shareholder shall only be entitled to contribute such excess Acceptable Loans if no portion of the pool of Replacement Assets is comprised of Cash; and

(ii) for the avoidance of doubt, the Sole Shareholder may not contribute Cash to the Issuer as a Replacement Asset if and to the extent that such contribution would result in the aggregate Advance Value of the Replacement Assets exceeding the Advance Value of the related Removed Asset.

(h) Failure to occur of Collateral Change Settlement Date

If for any reason the Collateral Change Settlement Date does not occur in connection with any sale, acquisition or disposition by the Issuer of all or part of a Portfolio Asset:

(i) the Issuer, or the Collateral Manager on behalf of the Issuer, shall instruct the Trustee to, promptly withdraw any Cash deposited in the Principal Collection Subaccount pursuant to Section 3(d)(i) above and, as specified by the Issuer, or the Collateral Manager on behalf of the Issuer, (A) pay all or a portion of such amount to the Sole Shareholder or (B) transfer all or any portion of such amount not paid to the Sole Shareholder pursuant to the foregoing clause (A) to the Portfolio Gains Account; and

(ii) notwithstanding Section 3(f)(ii)(B) above, the settlement date for the contribution of any Acceptable Loan by the Sole Shareholder shall not occur and the Sole Shareholder shall be released from its contribution obligations with respect thereto.

(i) Repayment of Portfolio Asset

If a Repayment is made in respect of a Portfolio Asset (other than a Repayment described in Section 3(e) above which shall be dealt with in accordance with the provisions of such Section), then:

(i) if (A) the Advance Value of such Repayment is greater than (B) the Advance Value of the portion of the Principal Balance of such Portfolio Asset that is being Repaid, the Collateral Manager shall direct the Trustee to transfer a Cash amount with an Advance Value equal to such excess from the Principal Collection Subaccount to the Portfolio Gains Account no later than the first Business Day following the applicable Repayment Date; and

(ii) if (A) the Advance Value of the portion of the Principal Balance of such Portfolio Asset that is being Repaid is greater than (B) the Advance Value of such Repayment, (1) the Collateral Manager shall promptly notify the Sole Shareholder, the Trustee and UBS and (2) the Sole Shareholder shall contribute a Cash amount with an Advance Value equal to such excess into the Principal Collection Subaccount no later than the first Business Day following the applicable Repayment Date.

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(j) Transfer from Portfolio Gains Account of amount required to be contributed in Cash

If and to the extent that funds standing to the credit of the Portfolio Gains Account are available therefor, any contribution in the form of Cash required to be made by the Sole Shareholder pursuant to this Section 3 may be made by the Sole Shareholder instructing the Collateral Manager to direct the Trustee to transfer such amount from the Portfolio Gains Account to the applicable Account into which such contribution is required to be made.

(k) Modification of Portfolio Asset

If any modification, amendment or action with respect to any Portfolio Asset results in a change to the classification of a Portfolio Asset (as determined by UBS under “Determination of Status of Certain Portfolio Assets” of the Global Master Repurchase Agreement), then the Collateral Manager on behalf of the Issuer shall deliver a Collateral Change Event Notice to the Trustee and Collateral Administrator (with a simultaneous copy to UBS) which shall treat (1) (A) the Portfolio Asset immediately prior to giving effect to such modification, amendment or action as the Removed Asset, (B) the Portfolio Asset immediately after giving effect to such modification, amendment or action as the Replacement Asset and (C) the date of such modification, amendment or action as the Collateral Change Settlement Date and (2) specify the change and the adjustment in Advance Value to such Portfolio Asset resulting from such re-classification in the same manner required for a sale, substitution, disposition or acquisition of a Portfolio Asset as described in Sections 3(a) and 3(b) above. In connection with the foregoing,

(i) if the Advance Value of the Removed Asset exceeds the Advance Value of the Replacement Asset, on or prior to the Collateral Change Settlement Date, the Sole Shareholder shall contribute Cash and/or Acceptable Loans as Replacement Asset(s) with an aggregate Advance Value equal to the amount of such excess (which shall be identified in the applicable Collateral Change Event Notice) in accordance with the procedures set forth in the last sentence of Section 3(f), and

(ii) if the Advance Value of the Replacement Asset exceeds the Advance Value of the Removed Asset, the Issuer shall, transfer to the Sole Shareholder, free of payment, a Participation Interest in the Replacement Asset (as shall be identified in the applicable Collateral Change Event Notice) with an Advance Value equal to such excess in accordance with the procedures set forth in Section 3(g).

Representations, Warranties and Covenants of the Sole Shareholder

4. (X) Representations and Warranties

(a) The Sole Shareholder represents to the Issuer and the Valuation Agent as of the date hereof as follows:

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(i) Status. It is duly organized and validly existing under the law of the jurisdiction of its organization or incorporation and, if relevant under such law, in good standing.

(ii) Powers. It has the power and authority to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and such other documentation and has taken all necessary action to authorize such execution, delivery and performance.

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its property or any contractual restriction binding on or affecting it or any of its property.

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.

(v) Obligations Binding. This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, rehabilitation, conservation, moratorium or similar laws affecting rights of its creditors generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(vi) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its subsidiaries any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement.

(vii) Ownership of Issuer. It is the sole shareholder of the Issuer.

(b) The Sole Shareholder at all times represents and warrants to the Issuer, the Trustee and the Valuation Agent as follows (with respect to Loans or other assets contributed hereunder both before and after the Amendment and Restatement Date):

(i) Any Loan or any other asset (including any Acceptable Loan and any other Replacement Asset) contributed by the Sole Shareholder under this

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Agreement was originally acquired by the Sole Shareholder for fair value at the time of such acquisition.

(ii) As of the applicable settlement date of the relevant contribution hereunder, the Sole Shareholder is or was the sole owner with good and marketable title of, and the right to transfer, all Loans and other assets that it contributes to the Issuer hereunder, free and clear of any security interest, lien or other adverse claim. All actions necessary under the law of any relevant jurisdiction (other than United States bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws relating to or affecting the rights of creditors generally) and under the terms of the relevant Loan or asset to effect a sale of such Loan or asset (A) to the Sole Shareholder and the subsequent contribution of such Loan or other asset to the Issuer or (B) to the Issuer have been or will have been taken on the date of the relevant sale to the Sole Shareholder and the date of the contribution thereof to the Issuer. Except as otherwise permitted pursuant to this Agreement, no sale of such Loan or asset to the Sole Shareholder or to the Issuer has been, or will be, made by any holder of equity in the Sole Shareholder.

(iii) With respect to any Loan or any other asset contributed to the Issuer hereunder that was acquired by the Sole Shareholder from any Person, the assignment or other transfer documentation governing such acquisition by the Sole Shareholder from such Person:

(A) was entered into on arms’ length terms,

(B) provides for the assignment or other transfer of all of such Person’s right, title and interest in, to and under such Loan or asset (other than interest, fees and similar amounts accrued to or as of the date of assignment or other transfer that are customarily paid to sellers),

(C) does not give such Person the option to revoke the relevant assignment or other transfer under any circumstances (whether by a redemption payment or a payment from any other source of funds),

(D) does not (1) give such Person the right to exercise any continuing control of any kind over the relevant Loan under any circumstances (including with respect to any disposition of such Loan or other asset by the Sole Shareholder or any transferee thereof) or (2) restrict in any matter the ability of the Sole Shareholder (or any transferee thereof) to exercise any control over such Loan or asset, including the right to dispose of such Loan or asset and to exercise voting and other consensual rights in respect of such Loan or asset,

(E) does not impose an obligation upon or provide a right to such Person to repurchase or reacquire such Loan or asset other than by reason

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of a material breach of any of the representations, warranties and covenants referred to in the following clause (F),

(F) does not provide for any other recourse of the Sole Shareholder or the Issuer to such Person (whether with respect to the performance by the relevant obligor(s) under such Loan or asset or otherwise, including collection risk) other than recourse for breach of representations, warranties or covenants and related indemnification obligations of such Person that are substantially similar to (and in any event no more favorable to the Sole Shareholder or the Issuer in any material respect than) the representations, warranties, covenants and indemnities applicable to the seller in standard transfer documentation published by the LSTA,

(G) does not provide for any future or further payment participation or other consideration of any kind to be paid or delivered to such Person with respect to such Loan or asset (other than interest, fees and similar amounts accrued to or as of the date of assignment or other transfer that are customarily paid to sellers),

(H) provides for the payment by the Sole Shareholder of the purchase price for such acquisition on or prior to the related settlement date and notification to the obligor on such Loan or other asset of such acquisition and

(I) by its terms reflects or is not inconsistent with the parties’ intent that such assignment was an absolute assignment and transfer.

If any of the foregoing representations in this subsection (iii) is untrue or inaccurate for any reason, then to the extent it would cause such representation to be more true or accurate, the Sole Shareholder hereby waives (x) such provision or portion thereof of such assignment or other transfer documentation that causes such representation to be untrue or inaccurate and (y) all rights and remedies of the Sole Shareholder against any Person arising from any such provision or portion thereof (and such Person shall be deemed to constitute an express third party beneficiary of such waiver and is entitled to enforce such waiver without any action or notice or acceptance hereof or reliance hereon, all as if such Person were a party hereto).

(iv) The Sole Shareholder (A) has made its own independent credit evaluation in order to acquire each Loan or other asset that is contributed hereunder and (B) has not, and will not in the future, rely primarily on the credit of any Person from which it has acquired any Loan or other asset that is being contributed hereunder in making any investment decision with regard to its purchase of such Loan or asset from such Person, but will instead rely primarily on the collectability of such Loan or asset. With respect to each Loan or other asset that is contributed hereunder, any Person from which

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the Sole Shareholder acquired such Loan or asset (1) has no obligation to pay the Sole Shareholder’s costs of collection of such Loan or asset, (2) has no obligation to pay or reimburse the Sole Shareholder for paying taxes in respect of such Loan or asset that accrue after the transfer thereof to the Sole Shareholder and (3) has no obligation to provide any financing or credit support (whether by guarantee or otherwise) to the Sole Shareholder or the Issuer in respect of such Loan or asset or the Notes.

(v) With respect to any Person that is an Affiliate of the Sole Shareholder from which the Sole Shareholder acquires any Loan or asset that is being contributed hereunder:

(A) the Sole Shareholder has and will continue to have at least one independent director unaffiliated with any such Person or its Affiliates, whose authority will be limited to consenting to a bankruptcy filing by the Sole Shareholder,

(B) such Person is not under any obligation to pay for the expenses of the Sole Shareholder,

(C) the Sole Shareholder has not been and will not be referred to as a division or department of such Person,

(D) the directors of the Sole Shareholder are expected to act in the interests of the Sole Shareholder and, in each case, are not expected to act contrary to those interests at the direction of such Person,

(E) there should be no difficulty in segregating and ascertaining respective assets and liabilities of the Sole Shareholder and such Person,

(F) either (1) the Sole Shareholder is not and will not be included in such Person’s consolidated financial statements or (2) such consolidated financial statements will contain a footnote to the effect that such Loan has been either (a) acquired by the Sole Shareholder from such Person or (b) contributed by such Person to the Sole Shareholder,

(G) there is no commingling of business functions or of assets between such Person, on the one hand, and the Sole Shareholder, on the other hand, and the activities of the Sole Shareholder are expected to be entirely separate from whatever business activities such Person may otherwise be engaged in,

(H) no guarantees have been or will be made by such Person with respect to obligations of the Sole Shareholder, and no guarantees have been or will be made by the Sole Shareholder with respect to obligations of such Person,

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(I) there have not been, and there will not be, any transfers of assets between the Sole Shareholder and such Person without formal observance of corporate formalities and all formal legal requirements relating to the Sole Shareholder have been and will be strictly observed, and

(J) although there may be substantial overlap between the ultimate economic owners of such Person and the ultimate economic owners of the Sole Shareholder, (1) ultimate economic ownership is held through different chains of intermediate ownership vehicles that are organized under different corporate laws, (2) the business conducted by, and the investment results obtained by, such Person are different to that of the Sole Shareholder, and (3) the creditor or creditors of such Person (and its intermediate parent companies) are different to the creditor or creditors of the Sole Shareholder (and its intermediate parent companies).

(vi) If any Loan or any other asset to be contributed to the Issuer hereunder is or will be acquired by the Sole Shareholder or the Issuer from any Person that is an Affiliate of the Sole Shareholder,

(A) such acquisition is being or will be made without any intent to hinder, delay or defraud any person to which such Person is or will become indebted on or after the related date of such acquisition, and

(B) on the date of such acquisition (after proper consideration is given to such Person’s fixed and contingent liabilities), (1) such Person is not insolvent, and such sale of such Loan or asset will not render such Person insolvent, (2) such Person is not engaged in any business or any transaction, and will not be about to engage in any business or any transaction, for which the assets remaining with such Person after such acquisition by the Sole Shareholder will be an unreasonably small amount of capital, (3) such Person neither intends nor believes that it will incur debts beyond its ability to pay such debts as they mature and (4) such acquisition is not being effected with any intent by such Person, the Sole Shareholder or the Issuer to evade any applicable law or public policy.

(c) The Sole Shareholder represents and warrants to the Issuer, the Trustee and UBS as of the date of acquisition by the Issuer of any Loan or any other asset that it acquires (including any Acceptable Loan and any other Replacement Asset contributed by the Sole Shareholder under this Agreement), that the Sole Shareholder would be entitled to receive all interest payments on such Loan or asset free of U.S. federal or foreign withholding tax or, in the case of foreign withholding tax, would be entitled to receive “gross up” payments that cover the full amount of such withholding taxes, in each case, if they held such Loan or asset directly.

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(d) With respect to Loans or other assets contributed hereunder before the Amendment and Restatement Date, all references in this Section 4 to the past, present or future tense shall be deemed to be references to circumstances in effect, respectively, at any time prior to, at the time of, or at any time after, in each case, the applicable Collateral Change Settlement Date.

(Y) Covenants

(e) [reserved]

(f) [reserved]

5. The Sole Shareholder will from time to time execute and deliver such further documents and do such other acts and things as the Issuer or the Valuation Agent may reasonably request in order fully to effect the purposes of this Agreement.

6. The Sole Shareholder agrees not to cause the filing of a petition in bankruptcy against or on behalf of the Issuer until the payment in full of all Notes issued under the Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period plus one day, following such payment.

7. The Sole Shareholder agrees to not make any election or take any action, or cause the Issuer to make or take such an election or action, that would cause the Issuer to be treated as an association taxable as a corporation for U.S. Federal income tax purposes.

8. The Sole Shareholder agrees to not transfer any shares in the Issuer or cause the Issuer to register a transfer of any shares if such transfer would cause the Issuer to have more than one owner for U.S. Federal income tax purposes or otherwise would cause the Issuer to be treated other than as disregarded as an entity separate from the Sole Shareholder.

Withholding Taxes

9. If the Sole Shareholder is required to deduct or withhold from the contribution contemplated by Section 2 or Section 3 hereof any tax, then the Sole Shareholder will pay an amount equal to such shortfall to the Issuer.

Waiver

10. No failure on the part of either party or any third party beneficiary hereof to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

Notices

11. All notices and other communications in respect of this Agreement (including, without limitation, any modifications of, or requests, waivers or consents under, this Agreement)

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shall be given or made to a party at its address specified in Section 14.3 of the Indenture. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given if in writing and mailed, first class postage prepaid, hand delivered, sent by overnight courier service, by facsimile in legible form or by e-mail transmission to any address previously furnished in writing to the other parties hereto and third party beneficiaries hereof by a party hereto.

Amendments; Successors; Assignments

12. (a)        No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by e-mail (PDF) or facsimile transmission) and executed by each of the parties with the prior written consent of the Valuation Agent.

(b) This Agreement (and each amendment, modification and waiver in respect of this Agreement) may be executed and delivered in counterparts (including by e-mail (PDF) or facsimile transmission), each of which will be deemed an original.

(c) This Agreement shall be binding upon and inure to the benefit of the Sole Shareholder and the Issuer and their respective successors and permitted assigns.

(d) Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party and the Valuation Agent. Any purported transfer that is not in compliance with this Section 12 will be void.

Governing Law; Submission to Jurisdiction; Etc.

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

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

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Waiver of Jury Trial

14. EACH OF THE SOLE SHAREHOLDER AND THE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

Contributions

15. Each of the parties hereto acknowledge and agree that this Agreement is not a contract (i) to issue a security of the Issuer or (ii) to make a loan or to extend other debt financing or financial accommodations to or for the benefit of the Issuer, as referenced in Section 365(e)(2)(B) of the United States Bankruptcy Code, as amended. Each of the Issuer, and the Sole Shareholder, on behalf of itself, further acknowledges and agrees that the transactions contemplated by this Agreement are made for reasonably equivalent value. The Sole Shareholder represents to the Issuer and to the third party beneficiaries hereof that neither the Issuer nor the Sole Shareholder is insolvent at this time, will not be rendered insolvent by this Agreement and do not intend by the transactions contemplated in this Agreement to incur debts beyond their ability to repay those debts.

Severability

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

Benefits of Agreement

17. Each of the Trustee and the Valuation Agent shall be an express third party beneficiary of (i) each agreement, covenant and obligation in this Agreement (including, without limitation, any right to make a determination, receive a notice, report or certificate, make

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a request, give consent or direct a disposition expressed as being exercisable by the Trustee or Valuation Agent hereunder) and (ii) the representations, warranties and covenants made under Sections 4, 5, 6, 7 and 8 hereof. Nothing in this Agreement, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Trustee and the Valuation Agent, any benefit or any legal or equitable right, remedy or claim under this Agreement.

Rights of Trustee

18. In executing and performing its duties under this Agreement, the Trustee shall have all the rights, benefits, protections, indemnities and immunities afforded to it under the Indenture, including Article 6 thereof. By its consent hereto, the sole Holder directs the Trustee to acknowledge this Agreement.

- signature page follows -

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

CM FINANCE INC,

as Sole Shareholder

By: CM Investment Partners, LP, as Manager

By: _______________________

Name:

Title:

Contribution Agreement - Signature Page

CM FINANCE SPV LTD,

as Issuer

By: _______________________

Name:

Title:

Contribution Agreement - Signature Page

Acknowledged by the following as a third party beneficiary:

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: _______________________

Name:

Title:

Contribution Agreement - Signature Page

Acknowledged by the following as a third party beneficiary:

UBS AG, LONDON BRANCH,

as Valuation Agent

By: _______________________

Name:

Title:

By: _______________________

Name:

Title:

Contribution Agreement - Signature Page

Consented to by the following as Holder of 100% of the Notes:

UBS AG, LONDON BRANCH,

By: _______________________

Name:

Title:

By: _______________________

Name:

Title:

Contribution Agreement - Signature Page

EXHIBIT A

FORM OF COLLATERAL CHANGE EVENT NOTICE

U.S. Bank National Association,

as Trustee (the Trustee) and Collateral Administrator (the Collateral Administrator)

8 Greenway Plaza, Suite 1100,

Houston, TX

Attention: Global Corporate Trust – CM Finance SPV Ltd.,

E-Mail: CM.Finance.SPV@usbank.com

With a simultaneous copy to:

UBS AG, London Branch

100 Liverpool Street, London EC2M 2RH

Credit Risk Control - Documentation Unit/Legal Department

Facsimile: +44 20 7567 4406 / +44 20 7568 9247

E-mail: OL-YS_SCT_Structuredfunding@ubs.com

With copies to: E-mail: OL-CTM@ubs.com; sh-coll-stm-otc@ubs.com

[Date]

Ladies and Gentlemen:

Reference is hereby made to the Contribution Agreement (the Contribution Agreement), originally dated as of May 23, 2013 between CM Finance Inc. (the Sole Shareholder) and CM Finance SPV Ltd. (the Issuer), as amended and restated as of June 21, 2019 and as further amended, restated, supplemented or otherwise modified from time to time. Capitalized terms used but not defined herein shall have the meanings given them in the Contribution Agreement.

This notice is given pursuant to Section 3 of the Contribution Agreement, whereby the Collateral Manager on behalf of the Issuer specifies to the Trustee and the Collateral Administrator the following information (to the extent applicable pursuant to the terms of the Contribution Agreement):

[Specify the following for each Collateral Change Event]

Exhibit A

Collateral Change Trade Date	Advance Value of Removed Asset	Total Advance Value Added	Amount of Sale Proceeds Collections that need to be transferred to the Portfolio Gains Account (if applicable)	Details of modification amendment or action made to Portfolio Asset	Identification of the Portfolio Asset with respect to which modification amendment or action was made	New classification of Portfolio Asset
Identity of each Removed Asset	Type of each Removed Asset	Advance Percentage with respect to each Removed Asset	Expected Sale Price of each Removed Asset (N/A if Cash)	Principal Balance of each Removed Asset (N/A if Cash)	Purchase Amount of each Removed Asset	Advance Value of each Removed Asset	Final Market Value of each Removed Asset	Amount of any Advance Value Depreciation or any Advance Value Gain that will be realized in respect of any sale or other disposition of each Removed Asset
Identity of each Replacement Asset	Type of each Replacement Asset	Advance Percentage with respect to each Replacement Asset	Principal Balance of each Replacement Asset (N/A if Cash)	Portion of any contributed Acceptable Loan that will not constitute a Replacement Asset in respect of which Participation Interest must be sold (if applicable)	Purchase Amount of each Replacement Asset (net of any Sold Participation Interest Loan)	Advance Value of each Replacement Asset

This notice shall be deemed to constitute instructions to the Trustee and the Collateral Administrator to make the transfers indicated herein to the Portfolio Gains Account.

Exhibit A

Submission of this notice bearing the Collateral Manager’s electronic signature shall constitute effective delivery hereof. This notice shall be construed in accordance with, and this notice and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this notice shall be governed by, the law of the State of New York.

Exhibit A

IN WITNESS WHEREOF, the undersigned have executed this notice as of the date first written above.

CM INVESTMENT PARTNERS LLC

as Collateral Manager

By: _____________________________

Name:

Title:

Exhibit A

EX-99.10.5

100 Liverpool Street London EC2M 2RH Tel. +44-20-7567-6266 or 6197 Fax. +44-20-7567-299

EXECUTION VERSION

Date:	June 21, 2019
To	CM Finance Inc., as successor to CM Finance LLC (“Counterparty”)
Attention:	Christopher E. Jansen and Rocco DelGuercio
Fax No:	(212) 380-5915
From:	UBS AG, London Branch (“UBS”)
Re:	Termination of Total Return Swap Transactions

LETTER AGREEMENT RELATING TO TOTAL RETURN SWAP TRANSACTIONS

Reference is made to:

(A) the letter agreement (the “Class A TRS Confirmation”) evidencing the total return swap transaction originally dated as of May 23, 2013 (as amended and restated from time to time) between UBS and Counterparty with respect to the Total Return Swap Transaction for which the Reference Obligation is the Class A Notes (each as defined therein) issued from time to time by CM Finance SPV Ltd.;

(B) the letter agreement (the “Class A-R TRS Confirmation”) evidencing the total return swap transaction originally dated as of May 23, 2013 (as amended and restated from time to time) between UBS and Counterparty with respect to the Total Return Swap Transaction for which the Reference Obligation is the Class A-R Notes (each as defined therein) issued from time to time by CM Finance SPV Ltd.; and

(C) the ISDA Master Agreement (Multicurrency-Cross Border), dated as of May 20, 2013 (as amended and restated from time to time, the “Master Agreement”), between UBS and Counterparty, including the ISDA Schedule (the “ISDA Schedule”) and Credit Support Annex thereto (the “Credit Support Annex”), each dated as of May 20, 2013 (as amended and restated from time to time) between UBS and Counterparty.

(The Class A TRS Confirmation and the Class A-R TRS Confirmation are collectively, the “TRS Confirmations”).

Nothing in this letter agreement shall be construed as a waiver of any rights that UBS or Counterparty may have with respect to the TRS Confirmations.

In consideration of the mutual agreements contained in this letter agreement, the parties hereto agree as follows:

1. Termination of Class A TRS Confirmation

Notwithstanding anything to the contrary in the Class A TRS Confirmation, the ISDA Schedule and the Credit Support Annex:

a) “Termination Date”: The Transaction entered into under the Class A TRS Confirmation shall be terminated and the “Termination Date” shall be deemed (notwithstanding the definition of “Termination Date” therein) to have occurred on the date hereof;

b) Pay-off and deemed return of Pledged Notes: Following:

(i)     the return by UBS to Counterparty of the Posted Collateral (if any) held by UBS immediately prior to the date hereof, excluding the Pledged Notes (as defined in the Class A TRS Confirmation), which are deemed to be returned to Counterparty upon the entry into by Counterparty and UBS into the Confirmation in respect of Repurchase Transaction dated as of the date hereof between CM Finance Inc. and UBS with respect to which the Purchased Securities (as defined therein) are the Class A Notes (the “Class A Repo Confirmation”);

(ii)     the payment by UBS to CM Finance SPV Ltd. of U.S.$20,000,000 representing the purchase price of the Class A-2 Notes payable by CM Finance Inc. under the Class A-2 Subscription Agreement dated as of the date hereof between CM Finance Inc. and CM Finance SPV Ltd.¹ by wire transfer in freely transferable funds, free and clear of, and without reduction by reason of, any set-off, counterclaim, deduction or withholding whatsoever (including, without limitation, any deduction or withholding in respect of taxes, unless such withholding or deduction is required by law);

(iii)    the payment by Counterparty to UBS of all accrued and unpaid First Floating Amounts in an amount equal to U.S.$522,308.09 by wire transfer in freely transferable funds, free and clear of, and without reduction by reason of, any set-off, counterclaim, deduction or withholding whatsoever (including, without limitation, any deduction or withholding in respect of taxes, unless such withholding or deduction is required by law); and

(iv)     the payment by UBS to Counterparty of the UBS Fixed Amounts with respect to (x) the Fixed Amount Payer Calculation Period beginning on and including May 15, 2019, and (y) the Fixed Amount Payer Calculation Period beginning on and including June 15, 2019, both of which are deemed to be paid by UBS to Counterparty upon the entry into by Counterparty and UBS into the Class A Repo Confirmation,

all obligations of each of UBS and Counterparty in respect of the Transaction under the Class A TRS Confirmation shall be deemed to have been paid and satisfied in full (except any obligations (the “Class A Surviving Obligations”) that may arise under Clause 8(b) of the Class A TRS Confirmation or Section 2(d)(ii) of the Master Agreement);

c) Release of security: Following the completion of each of the actions in clause 1(b) above, each of UBS and Counterparty agrees to the release of all liens created, evidenced, or conferred by or pursuant to the Credit Support Annex and Section 9 of the Class A TRS Confirmation;

d) Discharge of obligations: Except for the Class A Surviving Obligations, notwithstanding any notice or consent requirements or other provisions to the contrary contained in the Class A TRS Confirmation, the ISDA Schedule or the Credit Support Annex, the Class A TRS Confirmation is hereby terminated in full and each of the parties to the Class A TRS Confirmation shall have no

Page 2

remaining duties or obligations under the Class A TRS Confirmation with respect to the other party under the Class A TRS Confirmation, all of which shall be deemed to have been fully satisfied and discharged; and

e) No further claims: Except with respect to any Class A Surviving Obligations, UBS and Counterparty each releases the other party from and agrees not to make any claim against the other with respect to obligations under the Transaction under the Class A TRS Confirmation that arise and are to be performed after the “Termination Date” (as defined therein).

2. Termination of Class A-R Transaction Confirmation

Notwithstanding anything to the contrary in the Class A-R TRS Confirmation, the ISDA Schedule and the Credit Support Annex:

a) “Termination Date”: The Transaction entered into under the Class A-R TRS Confirmation shall be terminated and the “Termination Date” shall be deemed (notwithstanding the definition of “Termination Date” therein) to have occurred on the date hereof;

b) Pay-off and deemed return of Pledged Notes: Following:

(i)     the return by UBS to Counterparty of the Posted Collateral (if any) held by UBS immediately prior to the date hereof, excluding the Pledged Notes (as defined in the Class A TRS Confirmation), which are deemed to be returned to Counterparty upon the entry into by Counterparty and UBS into the Confirmation in respect of Repurchase Transaction dated as of the date hereof between CM Finance Inc. and UBS with respect to which the Purchased Securities (as defined therein) are the Class A-R Notes (the “Class A-R Repo Confirmation”);

(ii)     the delivery by UBS to U.S. Bank National Association (the “Trustee”) of all certificated Class A-R Notes held by UBS on the date hereof;

(iii)     the delivery by Counterparty to the Trustee of all certificated Class A-R Notes (if any) held by Counterparty on the date hereof (including any Class A-R Notes returned to Counterparty pursuant to clause 2(b)(i) above);

(iv)     the payment by Counterparty to UBS of all accrued and unpaid First Floating Amounts in an amount equal to U.S.$190,638.41 by wire transfer in freely transferable funds, free and clear of, and without reduction by reason of, any set-off, counterclaim, deduction or withholding whatsoever (including, without limitation, any deduction or withholding in respect of taxes, unless such withholding or deduction is required by law); and

(v)     the payment by UBS to Counterparty of the UBS Fixed Amounts with respect to (x) the Fixed Amount Payer Calculation Period beginning on and including May 15, 2019, and (y) the Fixed Amount Payer Calculation Period beginning on and including June 15, 2019, both of which are deemed to be paid by UBS to Counterparty upon the entry into by Counterparty and UBS into the Class A-R Repo Confirmation,

all obligations of each of UBS and Counterparty in respect of the Transaction under the Class A-R TRS Confirmation shall be deemed to have been paid and satisfied in full (except any obligations (the “Class A-R Surviving Obligations”) that may arise under Clause 8(b) of the Class A-R TRS Confirmation or Section 2(d)(ii) of the Master Agreement);

Page 3

c) Release of security: Following the completion of each of the actions in clause 2(b) above, each of UBS and Counterparty agrees to the release of all liens created, evidenced, or conferred by or pursuant to the Credit Support Annex and Section 9 of the Class A-R TRS Confirmation;

d) Discharge of obligations: Except for the Class A-R Surviving Obligations, notwithstanding any notice or consent requirements or other provisions to the contrary contained in the Class A-R TRS Confirmation, the ISDA Schedule or the Credit Support Annex, the Class A-R TRS Confirmation is hereby terminated in full and each of the parties to the Class A-R TRS Confirmation shall have no remaining duties or obligations under the Class A-R TRS Confirmation with respect to the other party under the Class A-R TRS Confirmation, all of which shall be deemed to have been fully satisfied and discharged; and

e) No further claims: Except with respect to any Class A-R Surviving Obligations, UBS and Counterparty each releases the other party from and agrees not to make any claim against the other with respect to obligations under the Transaction under the Class A-R TRS Confirmation that arise and are to be performed after the “Termination Date” (as defined therein).

This letter agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all oral communications and prior writings (except as otherwise provided herein) with respect thereto.

This letter agreement may be executed and delivered (including by fax) in counterparts, each of which when executed shall constitute an original but all the counterparts shall together constitute one and the same instrument.

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

Page 4

100 Liverpool Street London EC2M 2RH Tel. +44-20-7567-6266 or 6197 Fax. +44-20-7567-299

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this letter agreement and returning it to us at the contact information listed above.

Yours faithfully

For and on behalf of

UBS AG, LONDON BRANCH

By:	By:
Name:	Name:
Title:	Title:

Acknowledged and agreed by CM Finance Inc. as of the date specified above.

CM FINANCE INC.,

as Counterparty

By:                                                                      

Name:

Title:

Page 6

EX-99.10.6

2011 version

Global Master Repurchase Agreement

Dated as of June 11, 2019

Between:

UBS AG                                                                                                                                                        (“Party A”)

and

CM FINANCE INC.                                                                                                                                    (“Party B”)

1. Applicability

(a) From time to time the parties hereto may enter into transactions in which one party, acting through a Designated Office, (“Seller”) agrees to sell to the other, acting through a Designated Office, (“Buyer”) securities or other financial instruments (“Securities”) (subject to paragraph 1(c), other than equities and Net Paying Securities) against the payment of the purchase price by Buyer to Seller, with a simultaneous agreement by Buyer to sell to Seller Securities equivalent to such Securities at a date certain or on demand against the payment of the repurchase price by Seller to Buyer.

(b) Each such transaction (which may be a repurchase transaction (“Repurchase Transaction”) or a buy and sell back transaction (“Buy/Sell Back Transaction”)) shall be referred to herein as a “Transaction” and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I and any annex specified in Annex I, unless otherwise agreed in writing.

(c) If this Agreement may be applied to -

  (i) Buy/Sell Back Transactions, this shall be specified in Annex I hereto, and the provisions of the Buy/Sell Back Annex shall apply to such Buy/Sell Back Transactions;

 (ii) Net Paying Securities, this shall be specified in Annex I hereto and the provisions of Annex I, paragraph 1(b) shall apply to Transactions involving Net Paying Securities.

2. Definitions

(a) “Act of Insolvency” shall occur with respect to any party hereto upon -

  (i) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with, creditors; or

 (ii) a secured party taking possession of, or carrying out other enforcement measures in relation to, all or substantially all assets of such party, provided the relevant process is not dismissed, discharged, stayed or restrained within 15 days; or

(iii) its becoming insolvent or becoming unable to pay its debts as they become due or failing or admitting in writing its inability generally to pay its debts as they become due; or

(iv) its seeking, consenting to, or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or

 (v) the presentation or filing of a petition in respect of it (other than by the other party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency or the commencement of any proceeding by any Competent Authority alleging or for the bankruptcy, winding-up or insolvency of such party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within 15 days of its filing (except in the case of a petition presented by a Competent Authority or for winding-up or any analogous proceeding, in respect of which no such 15 day period shall apply); or

 (vi) the appointment of a receiver, administrator, liquidator, conservator, custodian or trustee or analogous officer of such party or over all or any material part of such party’s property; or

(vii) the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement as referred to in section 3 of the Insolvency Act 1986 (or any analogous proceeding);

(b) “Agency Transaction”, the meaning specified in paragraph 1 of the Agency Annex to this Agreement as published by ICMA;

(c) “Applicable Rate”, in relation to any sum in any currency:

  (i) for the purposes of paragraph 10, the rate selected in a commercially reasonable manner by the non-Defaulting Party;

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(ii) for any other purpose, the rate agreed by the parties acting in a commercially reasonable manner;

(d) “Appropriate Market”, the meaning specified in paragraph 10;

(e) “Base Currency”, the currency indicated in Annex I;

(f) “Business Day” means -

  (i) in relation to the settlement of a Transaction or delivery of Securities under this Agreement through a settlement system, a day on which that settlement system is open for business;

 (ii) in relation to the settlement of a Transaction or delivery of Securities under this Agreement otherwise than through a settlement system, a day on which banks are open for business in the place where the relevant Securities are to be delivered and, if different, the place in which the relevant payment is to be made; and

(iii) in relation to the payment of any amount under this Agreement not falling within (i) or (ii) above, a day other than a Saturday or a Sunday on which banks are open for business in the principal financial centre of the country of which the currency in which the payment is denominated is the official currency and, if different, in the place where any account designated by the parties for the making or receipt of the payment is situated (or, in the case of a payment in euro, a day on which TARGET2 operates).

(g) “Cash Equivalent Amount” has the meaning given in paragraph 4(h);

(h) “Cash Margin”, a cash sum paid or to be paid to Buyer or Seller in accordance with paragraph 4;

(i) “Competent Authority”, a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over a party in the jurisdiction of its incorporation or establishment or the jurisdiction of its head office;

(j) “Confirmation”, the meaning specified in paragraph 3(b);

(k) “Contractual Currency”, the meaning specified in paragraph 7(a);

(l) “Defaulting Party”, the meaning specified in paragraph 10;

(m) “Default Market Value”, the meaning specified in paragraph 10;

- 3 -

(n) “Default Notice”, a written notice served by the non-Defaulting Party on the Defaulting Party under paragraph 10(b) designating a day as an Early Termination Date;

(o) “Deliverable Securities”, the meaning specified in paragraph 10;

(p) “Designated Office”, a branch or office which is specified as such in Annex I or such other branch or office as may be agreed in writing by the parties;

(q) “Distribution(s)”, the meaning specified in sub-paragraph (y) below;

(r) “Early Termination Date”, the date designated as such in a Default Notice or as otherwise determined in accordance with paragraph 10(b);

(s) “Electronic Messaging System”, an electronic system for communication capable of reproducing communication in hard copy form, including email;

(t) “Equivalent Margin Securities”, Securities equivalent to Securities previously transferred as Margin Securities;

(u) “Equivalent Securities”, with respect to a Transaction, Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption (other than Distributions);

(v) Securities are “equivalent to” other Securities for the purposes of this Agreement if they are: (i) of the same issuer; (ii) part of the same issue; and (iii) of an identical type, nominal value, description and (except where otherwise stated) amount as those other Securities, provided that -

(A) Securities will be equivalent to other Securities notwithstanding that those Securities have been redenominated into euro or that the nominal value of those Securities has changed in connection with such redenomination; and

(B) where Securities have been converted, subdivided or consolidated or have become the subject of a takeover or the holders of Securities have become entitled to receive or acquire other Securities or other property or the Securities have become subject to any similar event other than a Distribution, the expression “equivalent to” shall mean Securities equivalent to (as defined in the provisions of this definition preceding the proviso) the original Securities together with or replaced by a sum of money or Securities or other property equivalent to (as so defined) that receivable by holders of such original Securities resulting from such event;

(w) “Event of Default”, the meaning specified in paragraph 10;

(x) “Forward Transaction”, the meaning specified in paragraph 2(c)(i) of Annex I;

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(y) “Income”, with respect to any Security at any time, all interest, dividends or other distributions thereon, including distributions which are a payment or repayment of principal in respect of the relevant securities (“Distribution(s)”);

(z) “Income Payment Date”, with respect to any Securities, the date on which Income is paid in respect of such Securities or, in the case of registered Securities, the date by reference to which particular registered holders are identified as being entitled to payment of Income;

(aa) “Margin Percentage”, with respect to any Margin Securities or Equivalent Margin Securities, the percentage, if any, agreed by the parties acting in a commercially reasonable manner;

(bb) “Margin Ratio”, with respect to a Transaction, the Market Value of the Purchased Securities at the time when the Transaction was entered into divided by the Purchase Price (and so that, where a Transaction relates to Securities of different descriptions and the Purchase Price is apportioned by the parties among Purchased Securities of each such description, a separate Margin Ratio shall apply in respect of Securities of each such description), or such other proportion as the parties may agree with respect to that Transaction;

(cc) “Margin Securities”, in relation to a Margin Transfer, Securities of the type and value (having applied Margin Percentage, if any) reasonably acceptable to the party calling for such Margin Transfer;

(dd) “Margin Transfer”, any, or any combination of, the payment or repayment of Cash Margin and the transfer of Margin Securities or Equivalent Margin Securities;

(ee) “Market Value”, with respect to any Securities as of any time on any date, the price for such Securities (after having applied the Margin Percentage, if any, in the case of Margin Securities) at such time on such date obtained from a generally recognised source agreed by the parties or as otherwise agreed by the parties (and where different prices are obtained for different delivery dates, the price so obtainable for the earliest available such delivery date) having regard to market practice for valuing Securities of the type in question plus the aggregate amount of Income which, as at such date, has accrued but not yet been paid in respect of the Securities to the extent not included in such price as of such date, and for these purposes any sum in a currency other than the Contractual Currency for the Transaction in question shall be converted into such Contractual Currency at the Spot Rate prevailing at the time of the determination;

(ff) “Net Exposure”, the meaning specified in paragraph 4(c);

(gg) the “Net Margin” provided to a party at any time, the excess (if any) at that time of (i) the sum of the amount of Cash Margin paid to that party (including accrued

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interest on such Cash Margin which has not been paid to the other party) and the Market Value of Margin Securities transferred to that party under paragraph 4(a) (excluding any Cash Margin which has been repaid to the other party and any Margin Securities in respect of which Equivalent Margin Securities have been transferred or a Cash Equivalent Amount has been paid to the other party) over (ii) the sum of the amount of Cash Margin paid to the other party (including accrued interest on such Cash Margin which has not been paid by the other party) and the Market Value of Margin Securities transferred to the other party under paragraph 4(a) (excluding any Cash Margin which has been repaid by the other party and any Margin Securities in respect of which Equivalent Margin Securities have been transferred or a Cash Equivalent Amount has been paid by the other party) and for this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the time of the determination;

(hh) “Net Paying Securities”, Securities which are of a kind such that, were they to be the subject of a Transaction to which paragraph 5 applies, any payment made by Buyer under paragraph 5 would be one in respect of which either Buyer would or might be required to make a withholding or deduction for or on account of taxes or duties or Seller might be required to make or account for a payment for or on account of taxes or duties (in each case other than tax on overall net income) by reference to such payment;

(ii) “Net Value”, the meaning specified in paragraph 10;

(jj) “New Purchased Securities”, the meaning specified in paragraph 8(a);

(kk) “Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction (on a 360 day, 365 day or other day basis in accordance with the applicable market convention, unless otherwise agreed between the parties for the Transaction) for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of calculation or, if earlier, the Repurchase Date;

(ll) “Pricing Rate”, with respect to any Transaction, the per annum percentage rate for calculation of the Price Differential agreed to by Buyer and Seller in relation to that Transaction;

(mm) “Purchase Date”, with respect to any Transaction, the date on which Purchased Securities are to be sold by Seller to Buyer in relation to that Transaction;

(nn) “Purchase Price”, on the Purchase Date, the price at which Purchased Securities are sold or are to be sold by Seller to Buyer,

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(oo) “Purchased Securities”, with respect to any Transaction, the Securities sold or to be sold by Seller to Buyer under that Transaction, and any New Purchased Securities transferred by Seller to Buyer under paragraph 8 in respect of that Transaction;

(pp) “Receivable Securities”, the meaning specified in paragraph 10;

(qq) “Repurchase Date”, with respect to any Transaction, the date on which Buyer is to sell Equivalent Securities to Seller in relation to that Transaction;

(rr) “Repurchase Price”, with respect to any Transaction and as of any date, the sum of the Purchase Price and the Price Differential as of such date;

(ss) “Spot Rate”, where an amount in one currency is to be converted into a second currency on any date, unless the parties otherwise agree

  (i) for the purposes of paragraph 10, the spot rate of exchange obtained by reference to a pricing source or quoted by a bank, in each case specified by the non-Defaulting Party, in the London inter-bank market for the purchase of the second currency with the first currency at such dates and times determined by the non-Defaulting Party; and

 (ii) for any other purpose, the latest available spot rate of exchange obtained by reference to a pricing source or quoted by a bank, in each case agreed by the parties (or in the absence of such agreement, specified by Buyer), in the London inter-bank market for the purchase of the second currency with the first currency on the day on which the calculation is to be made or, if that day is not a day on which banks are open for business in London, the spot rate of exchange quoted at close of business in London on the immediately preceding day in London on which such a quotation was available;

(tt) “TARGET2”, the Second Generation Trans-European Automated Real-time Gross Settlement Express Transfer System, or any other system that replaces it;

(uu) “Term”, with respect to any Transaction, the interval of time commencing with the Purchase Date and ending with the Repurchase Date;

(vv) “Termination”, with respect to any Transaction, refers to the requirement with respect to such Transaction for Buyer to sell Equivalent Securities against payment by Seller of the Repurchase Price in accordance with paragraph 3(f), and reference to a Transaction having a “fixed term” or being “terminable upon demand” shall be construed accordingly;

(ww) “Transaction Costs”, the meaning specified in paragraph 10;

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(xx) “Transaction Exposure”, with respect to any Transaction at any time during the period from the Purchase Date to the Repurchase Date (or, if later, the date on which Equivalent Securities are delivered to Seller or the Transaction is terminated under paragraph 10(h) or 10(i)) the amount “E” determined in accordance with (A) or (B) below as specified in Annex I (or as agreed by the parties with respect to particular transactions):

(A) the result of formula E = (R x MR) – MV, where:

R	=	the Repurchase Price at such time
MR	=	the applicable Margin Ratio
MV	=	the Market Value of Equivalent Securities at such time

and so that where the Transaction relates to Securities of more than one description or to which different Margin Ratios apply, E shall be determined by multiplying the Repurchase Price attributable to Equivalent Securities of each such description by the applicable Margin Ratio and aggregating the results and for this purpose the Repurchase Price shall be attributed to Equivalent Securities of each such description in the same proportions as those in which the Purchase Price was apportioned among the Purchased Securities.

If E is greater than zero, Buyer has a Transaction Exposure equal to E and if E is less than zero, Seller has a Transaction Exposure equal to the absolute value of E; provided that E shall not be greater than the amount of the Repurchase Price on the date of the determination; or

(B) the result of the formula E = R – V, where:

R	=	the Repurchase Price at such time
V		=        the Adjusted Value of Equivalent Securities at such time or, where a Transaction relates to Securities of more than one description or to which different haircuts apply, the sum of the Adjusted Values of the Securities of each such description.

For this purpose the “Adjusted Value” of any Securities is their value determined on the basis of the formula, (MV(1 – H)), where:

MV	=	the Market Value of Equivalent Securities at such time
H	=	the “haircut” for the relevant Securities, if any, as agreed by the parties from time to time, being a discount from the Market Value of the Securities.

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If E is greater than zero, Buyer has a Transaction Exposure equal to E and if E is less than zero, Seller has a Transaction Exposure equal to the absolute value of E; and

(yy) except in paragraphs 14(b)(i) and 18, references in this Agreement to “written” communications and communications “in writing” include communications made through any Electronic Messaging System agreed between the parties.

3. Initiation; Confirmation; Termination

(a) A Transaction may be entered into orally or in writing at the initiation of either Buyer or Seller.

(b) Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party written confirmation of such Transaction (a “Confirmation”).

The Confirmation shall describe the Purchased Securities (including CUSIP or ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth -

   (i) the Purchase Date;

  (ii) the Purchase Price;

 (iii) the Repurchase Date, unless the Transaction is to be terminable on demand (in which case the Confirmation shall state that it is terminable on demand);

 (iv) the Pricing Rate applicable to the Transaction;

  (v) in respect of each party the details of the bank account(s) to which payments to be made hereunder are to be credited;

 (vi) where the Buy/Sell Back Annex applies, whether the Transaction is a Repurchase Transaction or a Buy/Sell Back Transaction;

(vii) where the Agency Annex applies, whether the Transaction is an Agency Transaction and, if so, the identity of the party which is acting as agent and the name, code or identifier of the Principal; and

 (viii) any additional terms or conditions of the Transaction;

and may be in the form of Annex Il or may be in any other form to which the parties agree.

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The Confirmation relating to a Transaction shall, together with this Agreement, constitute prima facie evidence of the terms agreed between Buyer and Seller for that Transaction, unless objection is made with respect to the Confirmation promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, the Confirmation shall prevail in respect of that Transaction and those terms only.

(c) On the Purchase Date for a Transaction, Seller shall transfer the Purchased Securities to Buyer or its agent against the payment of the Purchase Price by Buyer in accordance with paragraph 6(c).

(d) Termination of a Transaction will be effected, in the case of on demand Transactions, on the date specified for Termination in such demand, and, in the case of fixed term Transactions, on the date fixed for Termination.

(e) In the case of on demand Transactions, demand for Termination shall be made by Buyer or Seller, by telephone or otherwise, and shall provide for Termination to occur after not less than the minimum period as is customarily required for the settlement or delivery of money or Equivalent Securities of the relevant kind.

(f) On the Repurchase Date, Buyer shall transfer to Seller or its agent Equivalent Securities against the payment of the Repurchase Price by Seller (less any amount then payable and unpaid by Buyer to Seller pursuant to paragraph 5).

4. Margin Maintenance

(a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure.

(b) A notice under sub-paragraph (a) above may be given orally or in writing.

(c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party’s Transaction Exposures plus any amount payable to the first party under paragraph 5 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party’s Transaction Exposures plus any amount payable to the other party under paragraph 5 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time.

(d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it or a Cash Equivalent Amount has not been paid, that party shall be entitled to require that

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such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer.

(e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree.

(f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this Agreement.

(g) Where Seller or Buyer becomes obliged under sub-paragraph (a) above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the minimum period specified in Annex I or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery of money, Margin Securities or Equivalent Margin Securities of the relevant kind.

(h) Where a party (the “Transferor”) becomes obliged to transfer Equivalent Margin Securities and, having made all reasonable efforts to do so, is, for any reason relating to the Securities or the clearing system through which the Securities are to be transferred, unable to transfer Equivalent Margin Securities then

  (i) the Transferor shall immediately pay to the other party Cash Margin at least equal to the Market Value of such Equivalent Margin Securities (and, unless the parties otherwise agree, such Cash Margin shall not bear interest in accordance with paragraph 4(f)); and

 (ii) if the failure is continuing for two Business Days or more the other party may by notice to the Transferor require the Transferor to pay an amount (the “Cash Equivalent Amount”) equal to the Default Market Value of the Equivalent Margin Securities determined by the other party in accordance with paragraph 10(f) which shall apply on the basis that references to the non-Defaulting Party were to the other party and references to the Early Termination Date were to the date on which notice under this paragraph is effective.

(i) The parties may agree that, with respect to any Transaction, the provisions of sub-paragraphs (a) to (h) above shall not apply but instead that margin may be provided separately in respect of that Transaction in which case -

  (i) that Transaction shall not be taken into account when calculating whether either party has a Net Exposure;

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 (ii) margin shall be provided in respect of that Transaction in such manner as the parties may agree; and

(iii) margin provided in respect of that Transaction shall not be taken into account for the purposes of sub-paragraphs (a) to (h) above.

(j) The parties may agree that any Net Exposure which may arise shall be eliminated not by Margin Transfers under the preceding provisions of this paragraph but by the repricing of Transactions under sub-paragraph (k) below, the adjustment of Transactions under sub-paragraph (I) below or a combination of both these methods.

(k) Where the parties agree that a Transaction is to be repriced under this sub-paragraph, such repricing shall be effected as follows -

  (i) the Repurchase Date under the relevant Transaction (the “Original Transaction”) shall be deemed to occur on the date on which the repricing is to be effected (the “Repricing Date”);

 (ii) the parties shall be deemed to have entered into a new Transaction (the “Repriced Transaction”) on the terms set out in (iii) to (vi) below;

(iii) the Purchased Securities under the Repriced Transaction shall be Securities equivalent to the Purchased Securities under the Original Transaction;

(iv) the Purchase Date under the Repriced Transaction shall be the Repricing Date;

 (v) the Purchase Price under the Repriced Transaction shall be such amount as shall, when multiplied by the Margin Ratio applicable to the Original Transaction, be equal to the Market Value of such Securities on the Repricing Date;

(vi) the Repurchase Date, the Pricing Rate, the Margin Ratio and, subject as aforesaid, the other terms of the Repriced Transaction shall be identical to those of the Original Transaction;

 (vii) the obligations of the parties with respect to the delivery of the Purchased Securities and the payment of the Purchase Price under the Repriced Transaction shall be set off against their obligations with respect to the delivery of Equivalent Securities and payment of the Repurchase Price under the Original Transaction and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the minimum period specified in sub-paragraph (g) above.

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(l) The adjustment of a Transaction (the “Original Transaction”) under this sub-paragraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the “Adjustment Date”) the Original Transaction shall be terminated and they shall enter into a new Transaction (the “Replacement Transaction”) in accordance with the following provisions -

  (i) the Original Transaction shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date;

 (ii) the Purchased Securities under the Replacement Transaction shall be such Securities as the parties shall agree on or before the Adjustment Date (being Securities the aggregate Market Value of which at the Adjustment Date is substantially equal to the Repurchase Price under the Original Transaction at the Adjustment Date multiplied by the Margin Ratio applicable to the Original Transaction);

(iii) the Purchase Date under the Replacement Transaction shall be the Adjustment Date;

(iv) the other terms of the Replacement Transaction shall be such as the parties shall agree on or before the Adjustment Date; and

 (v) the obligations of the parties with respect to payment and delivery of Securities on the Adjustment Date under the Original Transaction and the Replacement Transaction shall be settled in accordance with paragraph 6 within the minimum period specified in sub-paragraph (g) above.

5. Income Payments

Unless otherwise agreed -

(a) where: (i) the Term of a particular Transaction extends over an Income Payment Date in respect of any Securities subject to that Transaction; or (ii) an Income Payment Date in respect of any such Securities occurs after the Repurchase Date but before Equivalent Securities have been delivered to Seller or, if earlier, the occurrence of an Early Termination Date or the termination of the Transaction under paragraph 10(i) then Buyer shall on the date such Income is paid by the issuer transfer to or credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer;

(b) where Margin Securities are transferred from one party (“the first party”) to the other party (“the second party”) and an Income Payment Date in respect of such Securities occurs before Equivalent Margin Securities are transferred or a Cash Equivalent Amount is paid by the second party to the first party, the second party shall on the date such Income is paid by the issuer transfer to or credit to the

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account of the first party an amount equal to (and in the same currency as) the amount paid by the issuer;

and for the avoidance of doubt references in this paragraph to the amount of any Income paid by the issuer of any Securities shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such Income made in certain circumstances may be subject to such a withholding or deduction.

6. Payment and Transfer

(a) Unless otherwise agreed, all money paid hereunder shall be in immediately available freely convertible funds of the relevant currency. All Securities to be transferred hereunder (i) shall be in suitable form for transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer) and such other documentation as the transferee may reasonably request, or (ii) shall be transferred through any agreed book entry or other securities clearance system or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

(b) Unless otherwise agreed, all money payable by one party to the other in respect of any Transaction shall be paid free and clear of, and without withholding or deduction for, any taxes or duties of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such taxes or duties is required by law. In that event, unless otherwise agreed, the paying party shall pay such additional amounts as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction) being equal to such amounts as would have been received by it had no such taxes or duties been required to be withheld or deducted.

(c) Unless otherwise agreed in writing between the parties, under each Transaction transfer of Purchased Securities by Seller and payment of Purchase Price by Buyer against the transfer of such Purchased Securities shall be made simultaneously and transfer of Equivalent Securities by Buyer and payment of Repurchase Price payable by Seller against the transfer of such Equivalent Securities shall be made simultaneously.

(d) Subject to and without prejudice to the provisions of sub-paragraph 6(c), either party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities and money waive in relation to any Transaction its rights under this Agreement to receive simultaneous transfer and/or payment provided that transfer and/or payment shall, notwithstanding such waiver, be made on the same day and provided also that no such waiver in respect of one Transaction shall affect or bind it in respect of any other Transaction.

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(e) The parties shall execute and deliver all necessary documents and take all necessary steps to procure that all right, title and interest in any Purchased Securities, any Equivalent Securities, any Margin Securities and any Equivalent Margin Securities shall pass to the party to which transfer is being made upon transfer of the same in accordance with this Agreement, free from all liens (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claims, charges and encumbrances.

(f) Notwithstanding the use of expressions such as “Repurchase Date”, “Repurchase Price”, “margin”, “Net Margin”, “Margin Ratio” and “substitution”, which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, all right, title and interest in and to Securities and money transferred or paid under this Agreement shall pass to the transferee upon transfer or payment, the obligation of the party receiving Purchased Securities or Margin Securities being an obligation to transfer Equivalent Securities or Equivalent Margin Securities.

(g) Time shall be of the essence in this Agreement.

(h) Subject to paragraph 10, all amounts in the same currency payable by each party to the other under any Transaction or otherwise under this Agreement on the same date shall be combined in a single calculation of a net sum payable by one party to the other and the obligation to pay that sum shall be the only obligation of either party in respect of those amounts.

(i) Subject to paragraph 10, all Securities of the same issue, denomination, currency and series, transferable by each party to the other under any Transaction or hereunder on the same date shall be combined in a single calculation of a net quantity of Securities transferable by one party to the other and the obligation to transfer the net quantity of Securities shall be the only obligation of either party in respect of the Securities so transferable and receivable.

(j) If the parties have specified in Annex I that this paragraph 6(j) shall apply, each obligation of a party under this Agreement (the “first party”) (other than an obligation arising under paragraph 10) is subject to the condition precedent that none of the events specified in paragraph 10(a) (Events of Default) shall have occurred and be continuing with respect to the other party.

7. Contractual Currency

(a) All the payments made in respect of the Purchase Price or the Repurchase Price of any Transaction shall be made in the currency of the Purchase Price (the “Contractual Currency”) save as provided in paragraph 10(d)(ii). Notwithstanding the foregoing, the payee of any money may, at its option, accept tender thereof in any other currency, provided, however, that, to the extent permitted by applicable law, the obligation of the payer to pay such money will be

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discharged only to the extent of the amount of the Contractual Currency that such payee may, consistent with normal banking procedures, purchase with such other currency (after deduction of any premium and costs of exchange) for delivery within the customary delivery period for spot transactions in respect of the relevant currency.

(b) If for any reason the amount in the Contractual Currency received by a party, including amounts received after conversion of any recovery under any judgment or order expressed in a currency other than the Contractual Currency, falls short of the amount in the Contractual Currency due and payable, the party required to make the payment will, as a separate and independent obligation, to the extent permitted by applicable law, immediately transfer such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall.

(c) If for any reason the amount in the Contractual Currency received by a party exceeds the amount of the Contractual Currency due and payable, the party receiving the transfer will refund promptly the amount of such excess.

8. Substitution

(a) A Transaction may at any time between the Purchase Date and Repurchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the Purchased Securities, or to such of the Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller).

(b) Any variation under sub-paragraph (a) above shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned.

(c) A Transaction which is varied under sub-paragraph (a) above shall thereafter continue in effect as though the Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller.

(d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 6(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned.

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Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub-paragraph does not give rise to any net payment of cash by either party to the other.

9. Representations

Each party represents and warrants to the other that -

(a) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance;

(b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal;

(c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf;

(d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect;

(e) the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected;

(f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the Transactions contemplated hereunder;

(g) in connection with this Agreement and each Transaction -

  (i) unless there is a written agreement with the other party to the contrary, it is not relying on any advice (whether written or oral) of the other party, other than the representations expressly set out in this Agreement;

 (ii) it has made and will make its own decisions regarding the entering into of any Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult;

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(iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (financially and otherwise) those risks; and

(h) at the time of transfer to the other party of any Securities it will have the full and unqualified right to make such transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claim, charge or encumbrance.

On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as a principal for its obligations under this Agreement and each Transaction.

10. Events of Default

(a) If any of the following events (each an “Event of Default”) occurs in relation to either party (the “Defaulting Party”, the other party being the “non-Defaulting Party”) whether acting as Seller or Buyer -

  (i) Buyer fails to pay the Purchase Price upon the applicable Purchase Date or Seller fails to pay the Repurchase Price upon the applicable Repurchase Date; or

 (ii) if the parties have specified in Annex I that this sub-paragraph shall apply, Seller fails to deliver Purchased Securities on the Purchase Date or Buyer fails to deliver Equivalent Securities on the Repurchase Date, in either case within the standard settlement time for delivery of the Securities concerned; or

(iii) Seller or Buyer fails to pay when due any sum payable under sub-paragraph (h) or (i) below; or

(iv) Seller or Buyer fails to:

(A) make a Margin Transfer within the minimum period in accordance with paragraph 4(g) or, in the case of an obligation to deliver Equivalent Margin Securities, either to deliver the relevant Equivalent Margin Securities or to pay Cash Margin in accordance with paragraph 4(h)(i) or to pay the Cash Equivalent Amount in accordance with paragraph 4(h)(ii);

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(B) where paragraph 4(i) applies, to provide margin in accordance with that paragraph; or

(C) to pay any amount or to transfer any Securities in accordance with paragraphs 4(k) or (l); or

  (v) Seller or Buyer fails to comply with paragraph 5; or

 (vi) an Act of Insolvency occurs with respect to Seller or Buyer; or

(vii) any representations made by Seller or Buyer are incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated; or

 (viii) Seller or Buyer admits to the other that it is unable to, or intends not to, perform any of its obligations hereunder or in respect of any Transaction; or

 (ix) Seller or Buyer being declared in default or being suspended or expelled from membership of or participation in, any securities exchange or suspended or prohibited from dealing in securities by any Competent Authority, in each case on the grounds that it has failed to meet any requirements relating to financial resources or credit rating; or

  (x) Seller or Buyer fails to perform any other of its obligations hereunder and does not remedy such failure within 30 days after notice is given by the non-Defaulting Party requiring it to do so,

then sub-paragraphs (b) to (g) below shall apply.

(b) If at any time an Event of Default has occurred and is continuing the non-Defaulting Party may, by not more than 20 days’ notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in Annex I with respect to the Defaulting Party, then an Early Termination Date in respect of all outstanding Transactions will occur at the time immediately preceding the occurrence with respect to the Defaulting Party of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party.

(c) If an Early Termination Date occurs, the Repurchase Date for each Transaction hereunder shall be deemed to occur on the Early Termination Date and, subject to the following provisions, all Cash Margin (including interest accrued) shall be repayable and Equivalent Margin Securities shall be deliverable and Cash Equivalent Amounts shall be payable, in each case on the Early Termination Date

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(and so that, where this sub-paragraph applies, performance of the respective obligations of the parties with respect to the delivery of Securities, the payment of the Repurchase Prices for any Equivalent Securities, the repayment of any Cash Margin and the payment of Cash Equivalent Amounts shall be effected only in accordance with the provisions of sub-paragraph (d) below).

(d)              (i) The Default Market Values of the Equivalent Securities and any Equivalent Margin Securities to be transferred, the amount of any Cash Margin (including the amount of interest accrued) to be transferred and the Repurchase Prices and Cash Equivalent Amounts to be paid by each party shall be established by the non-Defaulting Party for all Transactions as at the Early Termination Date;

 (ii) on the basis of the sums so established, an account shall be taken (as at the Early Termination Date) of what is due from each party to the other under this Agreement (on the basis that each party’s claim against the other in respect of the transfer to it of Equivalent Securities or Equivalent Margin Securities under this Agreement equals the Default Market Value therefor and including amounts payable under paragraphs 10(g) and 12) and the sums due from one party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to the foregoing). For the purposes of this calculation, all sums not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate; and

(iii) as soon as reasonably practicable after effecting the calculation above, the non-Defaulting Party shall provide to the Defaulting Party a statement showing in reasonable detail such calculations and specifying the balance payable by one party to the other and such balance shall be due and payable on the Business Day following the date of such statement provided that, to the extent permitted by applicable law, interest shall accrue on such amount on a 360 day, 365 day or other day basis in accordance with the applicable market convention (or as otherwise agreed by the parties), for the actual number of days during the period from and including the Early Termination Date to, but excluding, the date of payment.

(e) For the purposes of this Agreement, the “Default Market Value” of any Equivalent Securities or Equivalent Margin Securities shall be determined by the non-Defaulting Party on or as soon as reasonably practicable after the Early Termination Date in accordance with sub-paragraph (f) below, and for this purpose -

  (i) the “Appropriate Market” means, in relation to Securities of any description, the market which is the most appropriate market for Securities of that description, as determined by the non-Defaulting Party;

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 (ii) “Deliverable Securities” means Equivalent Securities or Equivalent Margin Securities to be delivered by the Defaulting Party;

(iii) “Net Value” means at any time, in relation to any Deliverable Securities or Receivable Securities, the amount which, in the reasonable opinion of the non-Defaulting Party, represents their fair market value, having regard to such pricing sources (including trading prices) and methods (which may include, without limitation, available prices for Securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities or Equivalent Margin Securities) as the non-Defaulting Party considers appropriate, less, in the case of Receivable Securities, or plus, in the case of Deliverable Securities, all Transaction Costs which would be incurred or reasonably anticipated in connection with the purchase or sale of such Securities;

(iv) “Receivable Securities” means Equivalent Securities or Equivalent Margin Securities to be delivered to the Defaulting Party; and

 (v) “Transaction Costs” in relation to any transaction contemplated in paragraph 10(e) or (f) means the reasonable costs, commissions, fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase of Deliverable Securities or sale of Receivable Securities, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.

(f) If -

  (i) on or about the Early Termination Date the non-Defaulting Party has sold, in the case of Receivable Securities, or purchased, in the case of Deliverable Securities, Securities which form part of the same issue and are of an identical type and description as those Equivalent Securities or Equivalent Margin Securities (regardless as to whether or not such sales or purchases have settled), the non-Defaulting Party may elect to treat as the Default Market Value -

(A) in the case of Receivable Securities, the net proceeds of such sale after deducting all reasonable costs, commissions, fees and expenses incurred in connection therewith (provided that, where the Securities sold are not identical in amount to the Equivalent Securities or Equivalent Margin Securities, the non-Defaulting Party may, acting in good faith, either (x) elect to treat such net proceeds of sale divided by the amount of Securities sold and multiplied by the amount of the Equivalent Securities or Equivalent Margin Securities as the Default Market Value or (y)

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elect to treat such net proceeds of sale of the Equivalent Securities or Equivalent Margin Securities actually sold as the Default Market Value of that proportion of the Equivalent Securities or Equivalent Margin Securities, and, in the case of (y), the Default Market Value of the balance of the Equivalent Securities or Equivalent Margin Securities shall be determined separately in accordance with the provisions of this paragraph 10(f)); or

(B) in the case of Deliverable Securities, the aggregate cost of such purchase, including all reasonable costs, commissions, fees and expenses incurred in connection therewith (provided that, where the Securities purchased are not identical in amount to the Equivalent Securities or Equivalent Margin Securities, the non-Defaulting Party may, acting in good faith, either (x) elect to treat such aggregate cost divided by the amount of Securities sold and multiplied by the amount of the Equivalent Securities or Equivalent Margin Securities as the Default Market Value or (y) elect to treat the aggregate cost of purchasing the Equivalent Securities or Equivalent Margin Securities actually purchased as the Default Market Value of that proportion of the Equivalent Securities or Equivalent Margin Securities, and, in the case of (y), the Default Market Value of the balance of the Equivalent Securities or Equivalent Margin Securities shall be determined separately in accordance with the provisions of this paragraph 10(f));

 (ii) on or about the Early Termination Date the non-Defaulting Party has received, in the case of Deliverable Securities, offer quotations or, in the case of Receivable Securities, bid quotations in respect of Securities of the relevant description from two or more market makers or regular dealers in the Appropriate Market in a commercially reasonable size, using pricing methodology which is customary for the relevant type of security (as determined by the non-Defaulting Party) the non-Defaulting Party may elect to treat as the Default Market Value of such Securities -

(A) the price quoted (or where a price is quoted by two or more market makers, the arithmetic mean of such prices) by each of them for, in the case of Deliverable Securities, the sale by the relevant market maker or dealer of such Securities or, in the case of Receivable Securities, the purchase by the relevant market maker or dealer of such Securities provided that such price or prices quoted may be adjusted in a commercially reasonable manner by the non-Defaulting Party (x) to reflect accrued but unpaid coupons not reflected in the price or prices quoted in respect of such securities and (y) in respect of any Pool Factor Affected Security, to reflect the realisable value of such Security, taking into consideration the

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Pool Factor Distortion (and for this purpose, “Pool Factor Affected Security” means a security other than an equity security in respect of which the decimal value of the outstanding principal divided by the original principal balance of such Security is less than one (as indicated by any pool factor applicable to such security), such circumstance a “Pool Factor Distortion”);

(B) after deducting, in the case of Receivable Securities, or adding, in the case of Deliverable Securities the Transaction Costs which would be incurred or reasonably anticipated in connection with such a transaction; or

(iii) if, acting in good faith the non-Defaulting Party either -

(A) has endeavoured but been unable to sell or purchase Securities in accordance with sub-paragraph (i) above or to obtain quotations in accordance with sub-paragraph (ii) above (or both); or

(B) has determined that it would not be commercially reasonable to sell or purchase Securities at the prices bid or offered or to obtain such quotations, or that it would not be commercially reasonable to use any quotations which it has obtained under sub-paragraph (ii) above,

the non-Defaulting Party may determine the Net Value of the relevant Equivalent Securities or Equivalent Margin Securities (which shall be specified) and may treat such Net Value as the Default Market Value of the relevant Equivalent Securities or Equivalent Margin Securities.

(g) The Defaulting Party shall be liable to the non-Defaulting Party for the amount of all reasonable and legal and other professional expenses incurred by the non-Defaulting Party in connection with or as a consequence of an Event of Default, together with interest thereon at the Applicable Rate or, in the case of an expense attributable to a particular Transaction, the Pricing Rate for the relevant Transaction if that Pricing Rate is greater than the Applicable Rate.

(h) If Seller fails to deliver Purchased Securities to Buyer on the applicable Purchase Date Buyer may -

  (i) if it has paid the Purchase Price to Seller, require Seller immediately to repay the sum so paid;

 (ii) if Buyer has a Transaction Exposure to Seller in respect of the relevant Transaction, require Seller from time to time to pay Cash Margin at least equal to such Transaction Exposure;

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(iii) at any time while such failure continues, terminate the Transaction by giving written notice to Seller. On such termination the obligations of Seller and Buyer with respect to delivery of Purchased Securities and Equivalent Securities shall terminate and Seller shall pay to Buyer an amount equal to the excess of the Repurchase Price at the date of Termination over the Purchase Price.

(i) If Buyer fails to deliver some or all Equivalent Securities to Seller on the applicable Repurchase Date Seller may -

  (i) if it has paid the Repurchase Price to Buyer, require Buyer immediately to repay the sum so paid;

 (ii) if Seller has a Transaction Exposure to Buyer in respect of the relevant Transaction, require Buyer from time to time to pay Cash Margin at least equal to such Transaction Exposure;

(iii) at any time while such failure continues, by written notice to Buyer declare that that Transaction or part of that Transaction corresponding to the Equivalent Securities that have not been delivered (but only that Transaction or part of Transaction) shall be terminated immediately in accordance with sub-paragraph (c) above (disregarding for this purpose references in that sub-paragraph to transfer of Cash Margin, delivery of Equivalent Margin Securities and payment of Cash Equivalent Amount and as if references to the Repurchase Date were to the date on which notice was given under this sub-paragraph).

(j) The provisions of this Agreement constitute a complete statement of the remedies available to each party in respect of any Event of Default.

(k) Subject to paragraph 10(1), neither party may claim any sum by way of consequential loss or damage in the event of a failure by the other party to perform any of its obligations under this Agreement.

(l)              (i) Subject to sub-paragraph (ii) below, if as a result of a Transaction terminating before its agreed Repurchase Date or a Forward Transaction terminating before its Purchase Date under paragraphs 10(b), 10(h)(iii) or 10(i)(iii), the non-Defaulting Party, in the case of paragraph 10(b), Buyer, in the case of paragraph 10(h)(iii), or Seller, in the case of paragraph 10(i)(iii), (in each case the “first party”) incurs any loss or expense in entering into replacement transactions or in otherwise hedging its exposure arising in connection with a Transaction so terminating, the other party shall be required to pay to the first party the amount determined by the first party in good faith and without double counting to be equal to the loss or expense incurred in connection with such replacement transactions or hedging (including all fees, costs and other expenses) less the amount of

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any profit or gain made by that party in connection with such replacement transactions or hedging; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the first party to the other party.

 (ii) If the first party reasonably decides, instead of entering into such replacement transactions, to replace or unwind any hedging transactions which the first party entered into in connection with the Transaction so terminating, or to enter into any replacement hedging transactions, the other party shall be required to pay to the first party the amount determined by the first party in good faith to be equal to the loss or expense incurred in connection with entering into such replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement or unwinding; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the first party to the other party.

(m) Each party shall immediately notify the other if an Event of Default, or an event which, upon the service of a notice or the lapse of time, or both, would be an Event of Default, occurs in relation to it.

(n) Any amount payable to one party (the Payee) by the other party (the Payer) under paragraph 10(d) may, at the option of the non-Defaulting Party, be reduced by its set off against any amount payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement between the Payee and the Payer or instrument or undertaking issued or executed by one party to, or in favour of, the other party. If an obligation is unascertained, the non-Defaulting Party may in good faith estimate that obligation and set off in respect of the estimate, subject to accounting to the other party when the obligation is ascertained. Nothing in this paragraph shall be effective to create a charge or other security interest. This paragraph shall be without prejudice and in addition to any right of set off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

11. Tax Event

(a) This paragraph shall apply if either party notifies the other that -

  (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or

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 (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax),

has or will, in the notifying party’s reasonable opinion, have a material adverse effect on that party in the context of a Transaction.

(b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party.

(c) Where this paragraph applies, the party giving the notice referred to in sub-paragraph (a) may, subject to sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date.

(d) If the party receiving the notice referred to in sub-paragraph (a) so elects, it may override that notice by giving a counter-notice to the other party. If a counter-notice is given, the party which gives the counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub-paragraph (a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply.

(e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph.

(f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

12. Interest

To the extent permitted by applicable law, if any sum of money payable hereunder or under any Transaction is not paid when due, interest shall accrue on the unpaid sum as a separate debt at the greater of the Pricing Rate for the Transaction to which such sum relates (where such sum is referable to a Transaction) and Applicable Rate on a 360 day basis or 365 day basis in accordance with the applicable market convention (or as otherwise agreed by the parties), for the actual number of days during the period from and including the date on which payment was due to, but excluding, the date of payment.

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13. Single Agreement

Each party acknowledges that, and has entered into this Agreement and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that all Transactions hereunder constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each party agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder.

14. Notices and Other Communications

(a) Any notice or other communication to be given under this Agreement -

(i) shall be in the English language, and except where expressly otherwise provided in this Agreement, shall be in writing;

(ii) may be given in any manner described in sub-paragraphs (b) and (c) below;

(iii) shall be sent to the party to whom it is to be given at the address or number, or in accordance with the electronic messaging details, set out in Annex I.

(b) Subject to sub-paragraph (c) below, any such notice or other communication shall be effective -

(i) if in writing and delivered in person or by courier, on the date when it is delivered;

(ii) if sent by facsimile transmission, on the date when the transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iii) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(iv) if sent by Electronic Messaging System, on the date that electronic message is received;

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except that any notice or communication which is received, or delivery of which is attempted, after close of business on the date of receipt or attempted delivery or on a day which is not a day on which commercial banks are open for business in the place where that notice or other communication is to be given shall be treated as given at the opening of business on the next following day which is such a day.

(c) If -

(i) there occurs in relation to either party an Event of Default; and

(ii) the non-Defaulting Party, having made all practicable efforts to do so, including having attempted to use at least two of the methods specified in sub-paragraph (b)(ii), (iii) or (iv) above, has been unable to serve a Default Notice by one of the methods specified in those sub-paragraphs (or such of those methods as are normally used by the non-Defaulting Party when communicating with the Defaulting Party),

the non-Defaulting Party may sign a written notice (a “Special Default Notice”) which -

(A) specifies the relevant event referred to in paragraph 10(a) which has occurred in relation to the Defaulting Party;

(B) specifies the Early Termination Date designated in the Default Notice;

(C) states that the non-Defaulting Party, having made all practicable efforts to do so, including having attempted to use at least two of the methods specified in sub-paragraph (b)(ii), (iii) or (iv) above, has been unable to serve a Default Notice by one of the methods specified in those sub-paragraphs (or such of those methods as are normally used by the non-Defaulting Party when communicating with the Defaulting Party); and

(D) specifies the date on which, and the time at which, the Special Default Notice is signed by the non-Defaulting Party.

On the signature of a Special Default Notice the Early Termination Date shall occur as designated in the Default Notice. A Special Default Notice shall be given to the Defaulting Party as soon as practicable after it is signed.

(d) Either party may by notice to the other change the address or facsimile number or Electronic Messaging System details at which notices or other communications are to be given to it.

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15. Entire Agreement; Severability

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for Transactions. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

16. Non-assignability; Termination

(a) Subject to sub-paragraph (b) below, neither party may assign, charge or otherwise deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations under this Agreement or under any Transaction without the prior written consent of the other party. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

(b) Sub-paragraph (a) above shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under paragraph 10(c) or (g) above.

(c) Either party may terminate this Agreement by giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

(d) All remedies hereunder shall survive Termination in respect of the relevant Transaction and termination of this Agreement.

(e) The participation of any additional member State of the European Union in economic and monetary union after 1 January 1999 shall not have the effect of altering any term of the Agreement or any Transaction, nor give a party the right unilaterally to alter or terminate the Agreement or any Transaction.

17. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, the laws of England.

The English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this Agreement including, without limitation disputes arising out of or in connection with: (i) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement and (ii) any non-contractual obligations arising out of or in connection with this Agreement. For such purposes, Buyer and Seller hereby irrevocably submit to the

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jurisdiction of the English courts and waive any objection to the exercise of such jurisdiction.

Party A hereby appoints the person identified in Annex I as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Party A shall promptly appoint, and notify Party B of the identity of, a new agent in England. If Party A fails to appoint such an agent, Party A agrees that Party B shall be entitled to appoint one on behalf of Party A at the expense of Party A.

Party B hereby appoints the person identified in Annex I as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Party B shall promptly appoint, and notify Party A of the identity of, a new agent in England. If Party B fails to appoint such an agent, Party B agrees that Party A shall be entitled to appoint one on behalf of Party B at the expense of Party B.

Each party shall deliver to the other, within 30 days of the date of this Agreement in the case of the appointment of a person identified in Annex I or of the date of the appointment of the relevant agent in any other case, evidence of the acceptance by the agent appointed by it pursuant to this paragraph of such appointment.

18. No Waivers, etc.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such modification, waiver or consent shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to paragraph 4(a) hereof will not constitute a waiver of any right to do so at a later date.

19. Waiver of Immunity

Each party hereto hereby waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any action or proceeding in the Courts of England or of any other country or jurisdiction, relating in any way to this Agreement or any Transaction, and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding.

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20. Recording

The parties agree that each may electronically record all telephone conversations between them.

21. Third Party Rights

No person shall have any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

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Party A	PARTY B
UBS AG	CM FINANCE INC.

By By

Title Title

Date Date

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ANNEX II

Form of Confirmation

To:                                             

From:                                         

Date:                                           

Subject:    [Repurchase] [Buy/Sell Back]^* Transaction

(Reference Number:__________________)

Dear Sirs,

The purpose of this [letter] [facsimile], a “Confirmation” for the purposes of the Agreement, is to set forth the terms and conditions of the above repurchase transaction entered into between us on the Contract Date referred to below.

This Confirmation supplements and forms part of, and is subject to, the Global Master Repurchase Agreement as entered into between us as of __________________ as the same may be amended from time to time (the “Agreement”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. Words and phrases defined in the Agreement and used in this Confirmation shall have the same meaning herein as in the Agreement.

1.	Contract Date:
2.	Purchased Securities [state type[s] and nominal value[s]]:
3.	CUSIP, ISIN or other identifying number[s]:
4.	Buyer:
5.	Seller:
6.	Purchase Date:
7.	Purchase Price:
8.	Contractual Currency:

^*  Delete as appropriate.

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[9	Repurchase Date]:*
[10.	Terminable on demand]:*
11.	Pricing Rate:
[12.	Sell Back Price]:*
13.	Buyer’s Bank Account[s] Details:
14.	Seller’s Bank Account[s] Details:
[15	The Transaction is an Agency Transaction. [Name of Agent] is acting as agent for [name or identifier of Principal]]:*
[16	Additional Terms]:*

Yours faithfully,

^*  Delete as appropriate.

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PARTY A	PARTY B
UBS AG	CM FINANCE INC.
Name:	Name:
Title:	Title:
Date:	Date:
Name:	Name:
Title:	Title:
Date:	Date:

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GMRA 2011

ANNEX I

Supplemental Terms or Conditions

The following terms and conditions supplement and are a part of the Global Master Repurchase Agreement dated the date hereof (the “Agreement”) between UBS AG (“Party A”), a banking corporation organized under the laws of Switzerland, and CM Finance Inc. (“Party B”), a limited liability company organized under the laws of the State of Maryland acting by and through CM Investment Partners, LLC as Investment Advisor. In the event of a conflict between provisions of this Annex I and the Agreement, the provisions of this Annex I shall govern. Capitalized terms used but not defined shall have the meanings ascribed to them in the Agreement.

Paragraph references are to paragraphs in the Agreement.

1. The following elections shall apply:

(a) paragraph 1(c)(i). Buy/Sell Back Transactions may be effected under this Agreement, and accordingly the Buy/Sell Back Annex shall apply.

(b) paragraph 1(c)(ii). Transactions in Net Paying Securities may be effected under this Agreement, and accordingly the provisions of sub-paragraphs (i) to (ii) below shall apply.

(i) The phrase “other than equities and Net Paying Securities” shall be replaced by the phrase “other than equities”.

(ii) In the Buy/Sell Back Annex the following words shall be added to the end of the definition of the expression “IR”: “and for the avoidance of doubt the reference to the amount of Income for these purposes shall be to an amount paid without withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such Income made in certain circumstances may be subject to such a withholding or deduction”.

(c) paragraph 1(d). Agency Transactions may not be effected under this Agreement, and accordingly the Agency Annex shall not apply.

(d) The following Annex(es) shall apply / not apply, as specified:

(i) Transactions in gilt-edged securities may be effected under this Agreement and accordingly the Gilt Annex shall apply.

(ii) Equity Transactions may not be effected under this Agreement and accordingly the Equity Annex shall not apply.

(ii) Transactions in Italian Domestic Purchased Securities may be effected under this Agreement and accordingly the Italian Annex shall apply.

(iv) Transactions in Japanese Securities may be effected under this Agreement and accordingly the Japanese Annex shall apply.

(e) paragraph 2(e). The Base Currency shall be: United States Dollars (“USD”).

(f) paragraph 2(p). Designated Office:        Party A:    London, Stamford and New York

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                Party B:     New York

(g) paragraph 2(xx): Transaction Exposure method B.

(h) paragraph 3(b). Both Seller and Buyer to deliver Confirmation.

(i) paragraph 4(e). Unless otherwise agreed between the parties, Cash Margin may only be delivered in the following currencies:

Base Currency

(j) paragraph 4(f). Unless otherwise agreed between the parties at the time a margin call is made, the Interest Rate on Cash Margin shall be:

Fed Funds Effective for Base Currency

Interest to be payable monthly

(k) paragraph 4(g). Delivery period for Margin Transfers shall be:

(1) in respect of Cash Margin, any Margin Securities or Equivalent Margin Securities denominated in USD same day if the call is made before 10 am (New York time) and if requested after such time on such Business Day, on the next Business Day; and

(2) in respect of Cash Margin, any Margin Securities or Equivalent Margin Securities denominated in any other currency, next Business Day if the call is made before 10 am (New York time), and if requested after such time on such Business Date, on the second next Business Day.

(l) paragraph 6(j). Paragraph 6(j) shall apply provided that it shall only apply to the events specified in sub-paragraphs 10(a)(i) and 10(a)(iii) to (xx) (inclusive).

(m) paragraph 9(g) is amended by deleting the word “and” at the end of sub-clause (iii), and including the following as an additional paragraph:

“References in this clause to a “party” shall, in the case of UBS AG and where the context so allows, include reference to any Affiliate of UBS AG, and”

(n) paragraph 10(a)(ii). paragraph 10(a)(ii) shall not apply.

(o) paragraph 10(b). Automatic Early Termination shall apply with respect to Party A [with respect to the occurrence of the following events only: the Opening of Bankruptcy (“Konkurseröffnung”) under Swiss law; the opening of Composition Proceedings (“Nachlassverfahren”) under Swiss law] and shall not apply with respect to Party B.

(p) paragraph 14. For the purposes of paragraph 14 of this Agreement -

(i) Address for notices and other communications for Party A when acting through its London Branch:

Address: 5 Broadgate, London EC2M 2QS

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Attention:	Documentation Unit / Legal Department
Telephone:	+44 20 7567 8000
Facsimile:	+44 20 7567 4406 / +44 20 7568 9257

(ii) Address for notices and other communications for Party A when acting through its Stamford or New York Branch:

Address:	1285 Avenue of the Americas, New York, NY
Attention:	Documentation Unit / Legal Department
Email:	SH-UBSLegalNotices-Amer@ubs.com

(iii) Address for notices and other communications for Party B:

Address:	CM Finance Inc. 65 East 55th Street, 15th Floor, New York, NY 10022
Attention:	Rocco DelGuercio and Matt Bannon
Telephone:	(212) 257-5193
Email:	RDelGuercio@cmipllc.com,     mm@cmipllc.com     and      mbannon@cmipllc.com

(q) paragraph 17. For the purposes of paragraph 17 of this Agreement:

(i) Party A: not applicable;

and

(ii) Party B appoints Law Debenture Corporate Services Limited as its agent for service of process.

Address:	Fifth Floor, 100 Wood St,
	London
	EC2V 7EX
	United Kingdom

2. The following supplemental terms and conditions shall apply. To the extent that these supplemental terms and conditions conflict with the provisions contained in the Agreement, the provisions contained in this paragraph 2 of Annex I shall prevail.

(a) With effect from the date of this Agreement:

(i) any existing repurchase agreements between the parties will be terminated.

(ii) Unless otherwise agreed:

(A) This Agreement will govern all outstanding Transactions between the parties;

(B) The confirmation for each such Transaction will supplement and form part of this Agreement; and

(C) All such confirmations, together with this Agreement, will constitute a single agreement.

(b) Negative rate Transactions. In the case of Transactions in which the Pricing Rate will be negative, the parties agree that if Seller fails to deliver the Purchased Securities on the Purchase Date then –

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(i) Buyer may by notice to Seller terminate the Transaction (and may continue to do so for every day that Seller fails to deliver the Purchased Securities); and

(ii) for every day that Seller fails to deliver the Purchased Securities the Pricing Rate shall be zero.

(c) Forward Transactions. The parties agree that Forward Transactions (as defined in sub-paragraph (i)(A) below) may be effected under this Agreement and accordingly the provisions of sub-paragraphs (i) to (iv) below shall apply.

(i) The following definitions shall apply –

(A) “Forward Transaction”, a Transaction in respect of which the Purchase Date is at least three Business Days after the date on which the Transaction was entered into and has not yet occurred;

(B) “Forward Repricing Date”, with respect to any Forward Transaction the date which is such number of Business Days before the Purchase Date as is equal to the minimum period for the delivery of margin applicable under paragraph 4(g).

(ii) The Confirmation relating to any Forward Transaction may describe the Purchased Securities by reference to a type or class of Securities, which, without limitation, may be identified by issuer or class of issuers and a maturity or range of maturities. Where this paragraph applies, the parties shall agree the actual Purchased Securities not less than two Business Days before the Purchase Date and Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party a Confirmation which shall describe such Purchased Securities.

(iii) At any time between the Forward Repricing Date and the Purchase Date for any Forward Transaction the parties may agree either –

(A) to adjust the Purchase Price under that Forward Transaction; or

(B) to adjust the number of Purchased Securities to be sold by Seller to Buyer under that Forward Transaction.

(iv) Where the parties agree to an adjustment under paragraph (iii) above, Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party a Confirmation of the Forward Transaction, as adjusted under paragraph (iii) above.

(d) Where the parties agree that this paragraph shall apply, paragraphs 2 and 4 of the Agreement are amended as follows:

(i) Paragraph 2(xx) is deleted and replaced by the following-

“(xx)” Transaction Exposure” means -

(i) with respect to any Forward Transaction at any time between the Forward Repricing Date and the Purchase Date, the difference between (A) the Market Value of the Purchased Securities at the relevant time and (B) the Purchase Price;

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(ii) with respect to any Transaction at any time during the period (if any) from the Purchase Date to the date on which the Purchased Securities are delivered to Buyer or, if earlier, the date on which the Transaction is terminated under paragraph 10(h), the difference between (A) the Market Value of the Purchased Securities at the relevant time and (B) the Repurchase Price at the relevant time;

(iii) with respect to any Transaction at any time during the period from the Purchase Date (or, if later, the date on which the Purchased Securities are delivered to Buyer or the Transaction is terminated under paragraph 10(h)) to the Repurchase Date (or, if later, the date on which Equivalent Securities are delivered to Seller or the Transaction is terminated under paragraph 10(g)), the difference between (A) the Repurchase Price at the relevant time multiplied by the applicable Margin Ratio (or, where the Transaction relates to Securities of more than one description to which different Margin Ratios apply, the amount produced by multiplying the Repurchase Price attributable to Equivalent Securities of each such description by the applicable Margin Ratio and aggregating the resulting amounts, the Repurchase Price being for this purpose attributed to Equivalent Securities of each such description in the same proportions as those in which the Purchase Price was apportioned among the Purchased Securities) and (B) the Market Value of Equivalent Securities at the relevant time.

In each case, if (A) is greater than (B), Buyer has a Transaction Exposure for that Transaction equal to the excess, and if (B) is greater than (A), Seller has a Transaction Exposure to Buyer equal to the excess.”

(ii) In paragraph 4(c) -

(aa) the words “any amount payable to the first party under paragraph 5 but unpaid” are deleted and replaced by “any amount which will become payable to the first party under paragraph 5 during the period after the time at which the calculation is made which is equal to the minimum period for the delivery of margin applicable under paragraph 4(g) or which is payable to the first party under paragraph 5 but unpaid”; and

(bb) the words “any amount payable to the other party under paragraph 5 but unpaid” are deleted and replaced by “any amount which will become payable to the other party under paragraph 5 during the period after the time at which the calculation is made which is equal to the minimum period for the delivery of margin applicable under paragraph 4(g) or which is payable to the other party under paragraph 5 but unpaid”.

(e) Upon execution of this Agreement, each party shall deliver to the other evidence of signing authority and specimen signatures.

Additionally, with respect to the parties:

(i)    Party B agrees to provide Party A with the following on the date of execution of the Agreement: (A) a certified copy of its memorandum and articles of association or equivalent constitutive documents; (B) a certified copy of the board resolution authorizing its entry into this Agreement and the Transactions hereunder (or limited liability company agreement, as applicable); (C) a certified copy of its certificate of

33

incorporation (or limited liability company certificate, as applicable); (D) a certified copy of the investment management agreement between Party B and the Investment Advisor (as applicable); (E) evidence of the authority and true signatures of each official or representative signing this Agreement or, as the case may be, a Confirmation, on its behalf; (F) a legal opinion satisfactory to Party A regarding (among other things) the ability of Party B to enter into and perform its obligations under this Agreement; and (G) such other similar documentation as Party A may reasonably request.

(ii) Party B represents and warrants that it will provide Party A with the following at the time stated below: (A) the annual audited accounts of Party B within 90 days of the end of Party B’s financial year; (B) monthly written reports of the Net Asset Value of Party B within 15 days of each month end; (C) written estimate of its Net Asset Value upon reasonable request from Party A: and D) any other similar information which Party A may reasonably request from time to time.

(iii)     Party B agrees to provide Party A with the following tax document on or before the date of execution of the Agreement: A duly completed and executed U.S. Internal Revenue Service Form W-9.

(iv)     Party A agrees to provide Party B with the following tax document on or before the date of execution of the Agreement: None.

(f) Margin Transfer may not be required by either party unless its Net Exposure in respect of the other party is more than USD 100,000.

(g) Paragraph 2. The following additional definitions shall be included in Paragraph 2:

“Affiliate” means in relation to any person, any entity controlled, directly or indirectly by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

‘Net Asset Value’ means the result in U.S. Dollars of subtracting the total value of all liabilities (including but not limited to the aggregate mark-to-market value of all trading positions constituting liabilities) from the total value of all assets (including but not limited to cash, deposit accounts and instruments, securities, and the aggregate mark-to-market value of all trading positions constituting assets). For purposes of this computation, amounts denominated in a currency other than U.S. Dollars shall be converted to U.S. Dollars at the spot rate for such currency prevailing on the date of determination of the Net Asset Value.”

“Specified Entity” means (I) in relation to Party A, none and (ii) in relation to Party B, any Affiliate of Party B.

“Specified Indebtedness” shall mean any obligation (whether present or future, contingent or otherwise as principal or surety or otherwise) in respect of any money;

“Threshold Amount” shall mean (i) in relation to Party A: an amount equal to 2% of the

34

shareholder equity of Party A (howsoever described) as shown in its most recent annual audited financial statements; and (ii) in relation to Party B: the lesser of USD 50,000,000 (or the equivalent in any other currency or currencies) or an amount equal to 2% of the Net Asset Value of Party B as shown in its most recent annual audited financial statements;

(h) Additional Events of Default

The word “or” shall be added at the end of paragraph 10(a)(x) and the following paragraphs shall be inserted in paragraph 10(a) immediately after paragraph 10(a)(x):

“(xi)    the occurrence of a default, event of default or other similar condition or event (howsoever described) (excluding any Additional Termination Event as such term is defined in any ISDA Master Agreement) under any agreement between Party A or any Specified Entity of Party A and Party B or any Specified Entity of Party B; or

“(xii)    (1)     a default, event of default or other similar condition or event (howsoever described) in respect of (x) Party A or (y) Party B or any Specified Entity of Party B under one or more agreements or instruments relating to Specified Indebtedness of such entity in an aggregate amount of not less than the applicable Threshold Amount, which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and payable; or

(2) any failure by such entity to make one or more payments on their due dates under such agreements or instruments (after giving effect to any applicable grace period), in an aggregate amount not less than the applicable Threshold Amount;

provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under this paragraph 10(a)(xii) above if, as demonstrated to the reasonable satisfaction of the non-Defaulting Party, (a) the event or condition referred to in sub-paragraph 10(a)(xii)(1) or the failure to pay referred to in sub-paragraph 10(a)(xii)(2) is a failure to pay caused by an error or omission of an administrative or operational nature; and (b) funds were available to such party to enable it to make the relevant payment when due; and (c) such relevant payment is made within three Business Days following receipt of written notice from an interested party of such failure to pay.”

(xiii)    if Party A determines that this Agreement or the Transactions contemplated hereby constitute or may constitute a “prohibited transaction” under ERISA and/or the Code and that no exemption from the “prohibited transaction” provisions of ERISA and the Code is available with respect to this Agreement or such Transactions, in which case Party B shall be the Defaulting Party; or

(xiv)    Decline in Net Asset Value. (A) As of the last Local Business Day of any month a 20% or greater decline in Party B’s Net Asset Value compared to Party B’s Net Asset Value reported to Party A as of the last Local Business Day of the immediately preceding month or (B) on any day of any month a 30% or greater decline in Party B’s Net Asset Value compared to Party B’s Net Asset Value reported to Party A as of the last Local Business Day of any of the three preceding months or (C) as of the last Local Business Day of any month a 40% or greater decline in Party B’s Net Asset Value compared to Party B’s Net Asset Value reported to Party A as of the last Local Business Day of any of the twelve preceding months.    

(xv)     Change of Investment Advisor. CM Investment Partners, LLC (including any successor

35

or assigns) ceases to be the Investment Advisor to Party B and is not replaced by an entity reasonably acceptable to Party A.

(xvi)     Change in Management. Michael C. Mauer and/or Christopher E. Jansen ceases to be actively involved in and responsible for the management of the Investment Advisor.

(xvii)     Minimum Net Asset Value. The Net Asset Value of Party B shall be at any time equal to or less than the greater of: (x) 50% of the Net Asset Value of Party B as of the last day of the previous fiscal year (as reflected in Party B annual audited financial statements for such fiscal year); and (y) $75,000,000.

(xviii)     Failure to Deliver the Annual Audited Accounts, Net Asset Value Statement or written estimate of its Net Asset Value. Party B shall fail to deliver: (i) the annual audited accounts or statements of monthly written reports of the Net Asset Value on or before the second Local Business Day and (ii) Party B fails to deliver written estimate of its Net Asset Value pursuant to its requirements within one Local Business Day following notice of failure to deliver in accordance with Paragraph 2(e)(ii) hereof.

(xix)     Pledged Notes. “[Reserved]”

(xx)     Material Amendment. The constituent documents of Party B are amended or modified in a manner which, in the good faith, reasonable judgment of Party A, is likely to have a material adverse effect on Party B’s ability to perform its obligations hereunder or under any Transaction or on Party A’s rights hereunder or under any Transaction.

(i) Set-off - Paragraph 10(n) shall be deleted in its entirety and replaced with the following:

“Without affecting the provisions of the Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement will be made without set-off or counterclaim; provided, however, in addition to and not in limitation of any other right or remedy (including any right to set off, counterclaim, or otherwise withhold payment or any recourse to any credit support document) under applicable law the non-Defaulting Party (“X”) may without prior notice to any person set off any sum or obligation (whether or not arising under this Agreement and whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by the Defaulting Party (“Y”) to X or any Affiliate of X against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y and, for this purpose, may convert one currency into another at a market rate determined by X. If any sum or obligation is unascertained, X may in good faith estimate that sum or obligation and set-off in respect of that estimate, subject to X or Y, as the case may be, accounting to the other party when such sum or obligation is ascertained. Nothing in this Agreement shall create or be deemed to create any charge under English law.”

(j) Governing Law - The existing provisions of paragraph 17 shall be deemed to constitute sub-paragraph 17(a) and a new sub-paragraph 17(b) shall be inserted as follows:

Any Affiliate of Party A, performing obligations under or in connection with this Agreement, shall be entitled to the benefits of and shall be subject to the terms of this paragraph 17.”

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(k) Third Party Rights - Paragraph 21 is hereby amended by inserting the words “Subject to paragraphs 9(g) and 17(b)” at the beginning.

(l) Counterparts.

This Agreement (and each amendment, modification and waiver in respect of it) may executed and delivered in counterparts (including by facsimile transmission, by portable document file (“PDF”) or other electronic file contained in an email and by electronic messaging system), each of which will be deemed an original.

(m) paragraph 4(c)(iv) and 4(e)(v) of the Italian Annex for Domestic Purchased Securities shall be replaced with the following:

“the Pricing Rate shall be the market rate, on the day, as quoted on Telematico or as agreed between the parties on the day of the Replacement Transaction.”

(n) New Paragraphs 22 and 23 shall be added as follows:

“22. INTENT.

(a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code as amended (the “Code”) (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of the Code.

(b) It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 10 hereof, is a contractual right to liquidate such Transaction as described in Section 555 and 559 of the Code.

(c) The parties agree and acknowledge that if a party hereto is an “insured depository institution”, as such terms is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract”, as such term is defined in the FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

(d) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as such term is defined in FDICIA).

23. ACKNOWLEDGEMENTS.

The parties acknowledge that they have been advised that:

(a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other

37

party with respect to Transactions hereunder;

(b) in the case of Transactions in which one of the parties is a government securities broker or government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and

(c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.”

(o) Agency.

(i)       As a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”), UBS Securities LLC (“UBSS”) as agent for each of Party A and Party B, will be responsible for effecting Transactions, transmitting confirmations and maintaining books and records of Transactions as required by Rule 15a-6 under the Securities Exchange Act of 1934, as amended.

(ii)       UBSS is acting in connection with Transactions hereunder solely in its capacity as agent for Party A and Party B pursuant to instructions from Party A and Party B. UBSS shall have no responsibility or personal liability to Party A and Party B to pay or perform any obligation hereunder, except for gross negligence or wilful misconduct by UBSS. Each of Party A and Party B agrees to proceed solely against the other to collect or recover any amounts owing to it to enforce any of its right in connection with, or as a result of Transactions hereunder.

(iii)      Any and all notices, demands or communications of any kind relating to Transactions hereunder between Party A and Party B shall be transmitted exclusively through UBSS.

(iv)      The parties acknowledge that the Agreement shall not govern any repurchase transaction between (i) UBSS, acting in its individual capacity, and Party B or (ii) Party B and any entity other than Party A, regardless of whether UBSS is acting as agent for such other entity.

(p) Recognition of U.S. Special Resolution Regimes.

(i) In the event that Party A becomes subject to a proceeding under the FDI Act or the OLA (together, the “U.S. Special Resolution Regimes”), the transfer of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, from Party A will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, the Agreement, were governed by the laws of the United States or a State of the United States; and

(ii) In the event that Party A or an Affiliate of Party A becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Right with respect to this Agreement that may be exercised against Party A are permitted to be exercised to no greater extent than such Default Right could be exercised under such U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a State of the United States.

Definitions

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Affiliate as used in this clause (q) and clause (r) below only has the meaning given in section 2(k) of the Bank Holding Company Act (12 U.S.C. 1841(k)) and section 225.2(a) of the Board’s Regulation Y (12 CFR 225.2(a)).

Default Right as used in this clause (q) and clause (r) below means, with respect to this Agreement any:

(a) right of a party, whether contractual or otherwise (including, without limitation, rights incorporated by reference to any other contract, agreement, or document, and rights afforded by statute, civil code, regulation, and common law), to liquidate, terminate, cancel, rescind, or accelerate such agreement or transactions thereunder, set off or net amounts owing in respect thereto (except rights related to same-day payment netting), exercise remedies in respect of collateral or other credit support or property related thereto (including the purchase and sale of property), demand payment or delivery thereunder or in respect thereof (other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure), suspend, delay, or defer payment or performance thereunder, or modify the obligations of a party thereunder, or any similar rights; and

(b) right or contractual provision that alters the amount of collateral or margin that must be provided with respect to an exposure thereunder, including by altering any initial amount, threshold amount, variation margin, minimum transfer amount, the margin value of collateral, or any similar amount, that entitles a party to demand the return of any collateral or margin transferred by it to the other party or a custodian or that modifies a transferee’s right to reuse collateral or margin (if such right previously existed), or any similar rights, in each case, other than a right or operation of a contractual provision arising solely from a change in the value of collateral or margin or a change in the amount of an economic exposure;

provided that the term “Default Right”, as used in clause (q) only, does not include any right under a contract that allows a party to terminate the contract on demand or at its option at a specified time, or from time to time, without the need to show cause.

References to the “exercise” of a Default Right or the entitlement “to exercise” a Default Right shall include the automatic or deemed exercise of a Default Right.

FDI Act means the Federal Deposit Insurance Act and the regulations promulgated thereunder.

OLA means Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

State means any state, commonwealth, territory, or possession of the United States of America, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, or the United States Virgin Islands.

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(q)     Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. 

Notwithstanding anything to the contrary in this Agreement or any other agreement, the parties expressly acknowledge and agree that Party B shall not be permitted to exercise any Default Right with respect to this Agreement that is related, directly or indirectly, to an Affiliate of Party A becoming subject to an Insolvency Proceeding.

Insolvency Proceeding means a receivership, insolvency, liquidation, resolution, or similar proceeding.

(r) ISDA Resolution Stay Jurisdictional Modular Protocol - Swiss Jurisdictional Module. The terms of the Swiss Jurisdictional Module and the ISDA Resolution Stay Jurisdictional Modular Protocol (each published by the International Swaps and Derivatives Association, Inc. and together, the “Swiss Stay Provisions”) are incorporated into and form part of this Agreement. For purposes thereof, this Agreement shall be deemed a Covered Agreement and the terms of the Swiss Stay Provisions shall apply to this Agreement as if Party A is a Regulated Entity Counterparty and Party B is a Module Adhering Party with the Implementation Date deemed to be the date of this Agreement. In the event of any inconsistencies between this Agreement and the Swiss Stay Provisions, the Swiss Stay Provisions will prevail.

(s) Foreign Account Tax Compliance Act Provisions (FATCA)

Paragraph 2(a) is amended by the insertion of the following new definitions and    amendments to existing definitions:

“Code”, the United States of America Internal Revenue Code 1986, as amended; and

“FATCA”, Sections 1471 through 1474 of the code, current of future regulations or official interpretations thereof, any agreement entered to pursuant to section 1471(b) of the code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

The definition of “Equivalent Securities” is amended as follows:

“Equivalent Securities”, with respect to a Transaction, Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption (other than distributions), without taking into account any deduction or withholding imposed or collected in connection with FATCA that would not have been imposed but for Buyer’s non-compliance with FATCA.”

Paragraph 5 is deleted in its entirety and replaced as follows:

“Unless otherwise agreed

(a) (i) the Term of a particular Transaction extends over an Income Payment Date in respect of any Securities subject to that Transaction; or (ii) an Income Payment Date in respect of any such Securities occurs after the Repurchase Date but before

40

Equivalent Securities have been delivered to Seller, or, if earlier, the occurrence of an Early Termination Date or the termination of the Transaction under paragraph 10(i) then, Buyer shall on the date such Income is paid by the issuer transfer to or credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer;

(b) where Margin Securities are transferred from one party (the “First Party”) to the other party (the “Second Party”) and an Income Payment Date in respect of such Securities occurs before Equivalent Margin Securities are transferred by the Second Party to the First Party, the Second Party shall on the date such Income is paid by the issuer transfer to or credit to the account of the First Party an amount equal to (and in the same currency as) the amount paid by the issuer,

and for the avoidance of doubt referenced in this paragraph to the amount of Income paid by the issuer of any Securities shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such Income made in certain circumstances may be subject to withholding or deduction, except, where a withholding or deduction for or on account of taxes or duties has been imposed under FATCA, to the extent an equivalent or greater amount of withholding or deduction for or on account of taxes or duties would have been imposed under FATCA in respect of Income paid by the issuer on such Securities (or Margin Securities, as applicable) had the Seller (or the First Party, as applicable) retained the Securities (or the Margin Securities, as applicable).”

Paragraph 6(b) is deleted in its entirety and replaced as follows:

(i)      Unless otherwise agreed, all money payable by one party to the other in respect of any Transaction shall be paid free and clear of, and without withholding or deduction for, any taxes or duties of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax unless the withholding or deduction of such taxes or duties is required by law. In that event, unless otherwise agreed, the paying party shall pay such additional amounts as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction including such withholdings or deductions applicable to such additional sums payable under this paragraph) being equal to such amounts as would have been received by it had no such taxes or duties been required to be withheld or deducted. For the avoidance of doubt, the reference to “law” in this paragraph includes FATCA. However, no additional amounts shall be payable by the paying party to the other party under this sub-paragraph (b)(i) to the extent that such tax is imposed or collected under FATCA.

(ii)     If the paying party is required to make a withholding or deduction under FATCA but does not so withhold or deduct, and a liability resulting from such tax is assessed directly against the paying party, then, except to the extent the other party has satisfied or then satisfies the liability resulting from such tax, the other party will promptly pay to the paying party the amount of such liability (including any related liability for interest, but including any related liability for penalties only to the extent provided in sub-paragraph b(iii)). No payment under this sub-paragraph (b)(ii) is required to be made to the extent that the relevant liability arises from any gross negligence or willful misconduct of the paying party.

(iii)    The amount of related liability for penalties shall only be payable to the paying party under sub-paragraph (b)(ii) where such penalties become due because the other party has failed to provide appropriate tax forms as required herein.

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The following new paragraph 6(k) is inserted as follows:

(k) If at any time the First Party is required to remit an amount of tax to the IRS with respect to a payment under a Transaction in connection with FATCA, then without duplication of any amount the First Party has deducted on account of such tax from any amount previously paid to the Second Party pursuant to the Transaction, the Second Party shall be required to pay to the First Party an amount equal to that amount of tax on the payment date on which a payment giving rise to remittance required under FATCA occurs. Upon the reasonable request of the Second Party with respect to any payment date, the First Party will supply to the Second Party computations setting forth in reasonable detail the amount payable on such payable date pursuant to the preceding sentence.

The following new paragraph 6(l) is inserted as follows:

(l) For the avoidance of doubt, the imposition of any withholding or deduction pursuant to or on account of FATCA on any amounts paid or received under a Transaction shall not be treated as an Event of Default under paragraph 10 or as a material adverse effect that could cause a Tax Event under paragraph 11, even if such imposition results in either party receiving amounts that differ materially from the amount that the party would have otherwise received if no such withholding or deduction were imposed

The following new sub-paragraph10(f)(iv) is inserted as follows:

(iv) The Default Market Value determined pursuant to sub-paragraphs (i), (ii) or (iii) above shall not take into account any deduction or withholding imposed or collected (or that would be imposed or collected) in connection with FATCA that would not be imposed but for the non-Defaulting Party’s non-compliance with FATCA.

(t) Further Representations of Party B. In addition to its representations under Paragraph 9, Party B represents to Party A (which representations will be deemed to be repeated by Party B on each date on which a Transaction is entered into) that:

(i) It has appointed CM Investment Partners, LLC (the “Investment Adviser”) to act as its agent under this Agreement and in respect of each Transaction entered into on its behalf by the Investment Adviser (each a “Agency Transaction”) Party B has delegated to the Investment Adviser all powers necessary for the Investment Adviser to act on behalf of Party B under this Agreement and each Agency Transaction in every and all respects.

(ii) That any person, including the Investment Adviser or the person representing the Investment Adviser, signing the Agreement on behalf of Party B is, and any person, including the Adviser or the person representing the Investment Adviser, representing it in entering into any such Transaction, is duly authorised to do so on its behalf.

(u) Further Agreements of Party B.    Party B agrees with Party A that, so long as either party has or may have any obligations under this Agreement:

(i) Any amounts payable by Party A under this Agreement shall be deemed satisfied when paid to an account as instructed by the Investment Adviser.

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(ii) Party A may continue to act in all respects under this Agreement with the Investment Adviser and on the Investment Adviser’s instructions until such time as Party A has been notified by Party B in writing that with effect from the date so specified in the notice, which date must be at least five Local Business Days following receipt of such notice by Party A, that there has been a change in, limitation of, remission of all or any of the powers of the Investment Adviser to act on behalf of Party B.

(iii) Party B shall be bound as principal of any such Agency Transaction entered into or purported to be entered into by the Investment Adviser as agent for Party B notwithstanding any lack of power or authority of the Investment Adviser or the person representing the Investment Adviser in entering into any such Agency Transaction.

(v) Termination of Investment Advisor (and/or General Partner, if applicable) Relationship. Party B agrees to notify Party A immediately in the event that the business relationship with the Investment Advisor (and/or General Partner, if applicable) with Party B is terminated. Except as otherwise stated herein, each party shall be entitled to rely upon any oral or written notices and instructions reasonably believed to be originated from the other party hereto or its duly authorized agent (including, in the case of Party B, the Investment Advisor (and/or General Partner, if applicable)) and shall not incur any liability to the other party in acting in accordance with such notices and instructions.

(w) The following additional paragraph 9(A), subsections (i) and (ii) shall be inserted:

9(A). Additional Representations and Notice.

(i) Party B Representations. Party B represents and warrants on and as of the date hereof and on and as of each date this Agreement or any Transaction remains outstanding:

(A) No ERISA Funds. The assets of Party B do not include “plan assets” within the meaning of Section 3(42) of ERISA, and Party B is not otherwise subject to Title I of ERISA or Section 4975 of the Code.

(B) No Governmental Plan Funds. The assets of Party B do not include the assets of any “governmental plan” within the meaning of Section 3(32) of ERISA, and Party B is not otherwise subject to any law, rule, regulation, or restriction governing the investment of the assets of such plans.

(ii) Notice of Increase of Constituent Plan Investment. Party B agrees to notify Party A immediately if any time it learns or discovers facts at variance with the foregoing representations and warranties.

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PARTY A	PARTY B
UBS AG	CM FINANCE INC.
Name:	Name:
Title:	Title:
Date:	Date:
Name:	Name:
Title:	Title:
Date:	Date:

44

2011 GMRA - ANNEX II

Form of Confirmation

To: ____________________________

From: __________________________

Date: ___________________________

Subject:        [Repurchase][Buy/Sell]*Transaction

                     (Reference Number:                                             )

Dear Sirs,

The purpose of this [letter]/[facsimile//[telex], a “Confirmation” for the purposes of the Agreement, is to set forth the terms and conditions of the above repurchase transaction entered into between us on the Contract Date referred to below.

This Confirmation supplements and forms part of, and is subject to, the Global Master Repurchase Agreement as entered into between us as of [ ] as the same may be amended from time to time (the “Agreement”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. Words and phrases defined in the Agreement and used in this Confirmation shall have the same meaning herein as in the Agreement.

1. Contract Date:

2. Purchased Securities [state type[s] and nominal value[s]]:

3. CUSIP, ISIN or other identifying number[s]:

4. Buyer:

5. Seller:

6. Purchase Date:

7. Purchase Price:

8. Contractual Currency:

[9. Repurchase Date]:*

[10. Terminable on demand]:*

11. Pricing Rate:

[12. Sell Back Price:]

13. Buyer’s Bank Account[s] Details:

14. Seller’s Bank Account[s] Details:

[15. The Transaction is an Agency Transaction. [Name of Agent] is acting as agent for [name or identifier of Principal]]:^*

[16. Additional Terms]]:^*

Yours faithfully,

^* Delete as appropriate

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EX-99.10.7

EXECUTION VERSION

Confirmation in respect of Repurchase Transaction

(Class A Notes)

June 21, 2019

To: CM Finance Inc.

65 East 55th Street, 15th Floor

New York, NY 10023

Attention: Rocco DelGuercio, and Matt Bannon

Tel: (212) 380-5904

Email: RDelGuercio@cmipllc.com, mm@cmipllc.com and mbannon@cmipllc.com

From:    UBS AG, London Branch

Dear Sirs,

The purpose of this confirmation (this “Confirmation”) is to set forth the terms and conditions of the above-referenced repurchase transaction between CM Finance Inc. (“Seller”) and UBS AG, London Branch (“Buyer”, and “Party” shall mean either Seller or Buyer), on the Trade Date specified below (the “Transaction”). This Confirmation evidences the Transaction (replacing the form of Confirmation required by Annex II to the Agreement which shall not apply to the Transaction) and forms a binding agreement between Seller and Buyer as to the terms of the Transaction.

This Confirmation supplements, forms part of, and is subject to the TBMA/ISMA Global Master Repurchase Agreement (2011 version), dated as of June 11, 2019, between Seller and Buyer, together with the Annex(es) thereto (as supplemented, amended or otherwise modified from time to time, the “Agreement”).

All provisions contained or incorporated by reference in the Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail. In this Confirmation, defined words and expressions shall have the same meaning as in the Agreement unless otherwise defined in this Confirmation, in which case terms used in this Confirmation shall take precedence over terms used in the Agreement.

1   General Terms
Seller:	CM Finance Inc.
Buyer:	UBS AG, London Branch
Calculation Agent:	UBS AG, London Branch. The Calculation Agent shall perform all determinations and calculations hereunder in good faith and in a commercially reasonable manner. For the purpose of making any determination or calculation hereunder, the Calculation Agent may rely on any information or notice delivered by a third party.
Trade Date:	June 21, 2019.
Purchase Date:	(a)   June 21, 2019 (the “First Purchase Date”); and (b)   if the Class A-2 Purchase Option is exercised pursuant to the terms of the

	Indenture, the Class A-2 Purchase Option Exercise Date (the “Second Purchase Date”).
Repurchase Date:	December 5, 2021, subject to adjustment in accordance with the Business Day Convention, as such date may be accelerated as provided herein and in the Agreement.
Purchased Securities:	(a)      On the First Purchase Date, Seller shall transfer to Buyer, collectively in exchange for the First Purchase Date Purchase Price on the First Purchase Date, Purchased Securities comprising: (i)  Class A-1 Notes having a principal amount of USD136,000,000; and (ii)  Class A-2 Notes having an initial principal amount of USD 26,666,667; provided that the foregoing obligation of Seller in clause (i) above with respect to the Class A-1 Notes shall be deemed to be satisfied upon the entry by Buyer and Seller into the TRS Termination Agreement. (b)      On the Second Purchase Date (if any), Seller shall transfer to Buyer Purchased Securities that are Class A-2 Notes having a principal amount of USD 70,666,667, in exchange for the Second Purchase Date Purchase Price on the Second Purchase Date.
Purchase Price:	On any date of determination: (a)      with respect to the Purchased Securities transferred to Buyer on the First Purchase Date, USD122,000,000 (the “First Purchase Date Purchase Price”); and (b)      with respect to the Purchased Securities transferred to Buyer on the Second Purchase Date (if any), USD53,000,000 (the “Second Purchase Date Purchase Price”), in each case, as such amount may from time to time be reduced pursuant to the operation of the “Purchase Price Reduction” provisions herein.
Repurchase Price:	With respect to each Purchased Security, the Purchase Price for such Purchased Security as of the relevant Repurchase Date, as such amount may from time to time be reduced by a Voluntary Partial Prepayment pursuant to the operation of the “Purchase Price Reduction” provisions herein; in which case, for the avoidance of doubt, Purchase Price will be reduced by the Prepayment Amount in respect of such Voluntary Partial Prepayment. For the avoidance of doubt, there shall be no Price Differential incorporated into the Repurchase Price and all references to Price Differential and Pricing Rate are hereby deleted from the Agreement. In lieu of Price Differential, Seller shall be obligated to pay the Transaction Fee Amounts to Buyer as set forth herein. For the avoidance of doubt, paragraphs 2(kk), 2(ll) and 2(rr) of the Agreement shall not apply to the Transaction.

2

Termination of Transaction:

Subject to paragraphs 10 and 11 of the Agreement and Buyer’s rights with respect to a Regulatory Event and as otherwise set forth in this Confirmation, unless the parties otherwise agree, the Transaction shall not be terminable on demand by either Party.

Purchase Price Reduction:

(a)      Seller may elect to prepay all or a portion of the Repurchase Price of the Purchased Securities upon at least five Business Days’ prior written notice to Buyer, any prepayment under this clause (a), a “Voluntary Prepayment”, any prepayment of all of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Full Prepayment” and any prepayment of a portion of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Partial Prepayment”); provided that a Voluntary Partial Prepayment may be elected if a portion of the Purchased Securities have been redeemed by the Issuer for cash in the form of USD on or prior to the related Prepayment Date (as defined below) and the portion of the Purchased Securities to be repurchased shall be those which have been redeemed and in an amount not in excess of the Current Redeemed Amount. (b)      If a Mandatory Prepayment Event has occurred and is continuing with respect to the Purchased Securities: (i)  if the Mandatory Prepayment Event is the result of the occurrence of the event in clause (a) of the definition of “Mandatory Prepayment Event”, Buyer may upon at least three Business Days’ prior written notice to Seller require Seller to prepay the entire Repurchase Price of the Purchased Securities; and (ii)  if the Mandatory Prepayment Event is the result of the occurrence of the event in clause (b) of the definition of “Mandatory Prepayment Event”, Buyer shall require Seller to, and Seller shall, prepay the entire Repurchase Price of the Purchased Securities that are Class A-2 Notes only, (each of the prepayments in clauses (i) and (ii) above, a “Mandatory Prepayment”). Each written notice delivered by Seller under clause (a) above or by Buyer under clause (b) above shall designate the date on which such prepayment is to be effective (each a “Prepayment Date”). For purposes of any Prepayment Date relating to a Voluntary Partial Prepayment, the “Prepayment Amount” shall be an amount equal to the product of (x) the Advance Percentage applicable to Cash (as specified in the Indenture) and (y) the Current Redeemed Amount and in the case of a Voluntary Full Prepayment, the “Prepayment Amount” shall be an amount equal to the Repurchase Price. Subject to the Failure to Deliver Equivalent Securities and the timing therein, on each Prepayment Date: (A)  Buyer shall transfer to Seller or its agent Equivalent Securities, which, in the case of (x) a Voluntary Partial Prepayment or a Voluntary Full Prepayment occurring after redemption of the Notes or (y) a Mandatory Prepayment Event described in clause (b) of the definition thereof, shall be in the form of USD cash in an amount equal to the Current Redeemed Amount; (B)  Seller shall pay the related Prepayment Amount to Buyer;

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	(C)  Seller shall pay the related Breakage Amount (if any) to Buyer; and (D)  with respect to a Voluntary Partial Prepayment, for each Purchased Security that is the subject of such prepayment, the Repurchase Price for such Purchased Security immediately after giving effect to such prepayment shall be equal to (x) the Repurchase Price thereof immediately prior to such prepayment minus (y) the related Prepayment Amount for such Purchased Security. For purposes of the foregoing, amounts payable by Buyer and Seller under (A), (B) and (C) above shall be netted.
Current Redeemed Amount:	With respect to any Prepayment Date relating to a Voluntary Partial Prepayment or a Voluntary Full Prepayment occurring after redemption in full of the Notes, an amount in USD determined by the Calculation Agent equal to the aggregate amount actually received by the holder of the Purchased Securities from the Issuer as a principal redemption payment in respect of the Purchased Securities on or prior to such Prepayment Date that has not previously been delivered by Buyer to Seller as Equivalent Securities.
Mandatory Prepayment Event:	It shall constitute a Mandatory Prepayment Event with respect to Seller if: (a)      after giving effect to all applicable notice requirements and grace periods, an Indenture Event of Default occurs; provided that, for purposes of this Confirmation, the determination of whether or not an Indenture Event of Default has occurred with respect to any amount due and payable on the Purchased Securities on the stated maturity thereof shall be made (x) without giving effect to the first sentence of Section 2.7(g) of the Indenture and (y) without giving effect to any grace period in Section 5.1(a) or Section 5.1(b)(i) of the Indenture; or (b)      the Class A-2 Purchase Option Non-Exercise Redemption occurs.
Accelerated Termination Event:	Buyer may, at any time following the occurrence of a Regulatory Event, terminate the Transaction under this Confirmation by notifying Seller of an early Repurchase Date for the Transaction, which Repurchase Date shall not be earlier (unless so agreed by Buyer and Seller) than 10 calendar days after the date of such notice (or such lesser period as may be necessary for Buyer to comply with its obligations under applicable laws and regulations arising as a result of such Regulatory Event). Upon knowledge of any Regulatory Event that may occur, Buyer and Seller shall negotiate in good faith to enter into one or more financing transactions with substantially the same terms as the effected Transaction.
Regulatory Event:	An event which shall occur if, at any time, (a) Buyer determines, in its good faith commercially reasonable discretion, that Buyer’s involvement in the transactions contemplated in this Confirmation and the Agreement violates any law, rule or regulation applicable to Buyer or (b) any applicable Governmental Authority informs Buyer that Buyer’s involvement in such transactions violates any law, rule or regulation applicable to Buyer.
Paragraph 6(h):	Paragraph 6(h) shall be amended by deleting the words “Subject to paragraph 10,” at the beginning thereof such that, for the avoidance of doubt, such paragraph applies with respect to all payment obligations arising out of the occurrence of an Accelerated Termination Event, Voluntary Partial Prepayment, Voluntary Full Prepayment or an

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early Repurchase Date (including, without limitation, payment obligations in respect of Income that have accrued on or prior to the relevant date), provided that the foregoing shall be without prejudice to the exercise of any set-off pursuant to paragraphs 10(d)(ii) or 10(n) of the Agreement.

Failure to Deliver Equivalent Securities:

In respect of this Transaction, this provision (Failure to Deliver Equivalent Securities) shall apply in relation to the Buyer’s obligations with respect to the Class A Notes in lieu of paragraph 10(i) of the Agreement and any reference in the Agreement to paragraph 10(i) in respect of Buyer’s obligations with respect to the Class A Notes shall be deemed to be a reference to this provision (Failure to Deliver Equivalent Securities). It is acknowledged by each of the Parties hereto that the Class A Notes are unique assets, and that accordingly no asset other than the Purchased Securities will qualify as Equivalent Securities. Notwithstanding anything to the contrary in paragraph 10 of the Agreement or otherwise in the Agreement or this Confirmation and without duplication of the Cure Period provisions below, if Buyer (the “Transferor”) fails to deliver to Seller (the “Transferee”) any Purchased Security (an “Unavailable Asset”) by the time (the “Due Date”) required under this Transaction or within such other period as may be agreed in writing by the Transferor and the Transferee (such failure, a “Transfer Failure”): (a)      the Transferor, acting in good faith and a commercially reasonable manner, shall try for a period of 10 calendar days from the day following the Due Date in respect of the Unavailable Asset (the last day of such period, the “Transfer Cut-Off Date”) to obtain such Unavailable Asset (and, where the Transfer Failure is in respect of Buyer’s obligation to deliver the Purchased Securities on the scheduled Repurchase Date for this Transaction, this Transaction shall be deemed to continue until, and terminate upon, the Extended Termination Date); (b)      if the Transferor obtains any Unavailable Asset on or prior to the Transfer Cut-Off Date, the Transferor shall promptly give notice to the Transferee of its ability to deliver such Unavailable Asset and shall transfer such Unavailable Asset to the Transferee on the third Business Day following the day on which the Transferor delivers such notice in settlement of the relevant Transfer Failure; and (c)      if any Unavailable Asset is redeemed in full or in part by the relevant issuer prior to the Transfer Cut-Off Date, then either Party may give notice to the other Party of such redemption after becoming aware of the same, and the Transferor shall transfer a sum of money equivalent to the proceeds of such redemption to the Transferee no later than two Business Days following the day on which the Transferor delivers or receives such notice, in exchange for the payment by the Transferee of all or a ratable portion of any unpaid Repurchase Price (as applicable). For the avoidance of doubt, in relation to this Transaction, the Parties’ other obligations under the Agreement shall continue, and if such Transfer Failure occurred in connection with the relevant Repurchase Date for this Transaction, the Transaction shall terminate on the day (the “Extended Termination Date”) which is, with respect to the last Unavailable Asset, the earliest to occur of: (i)      the Business Day on which the Transferor transfers such last Unavailable Asset in accordance with sub-paragraph (c) above; or

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	(ii)      the day on which the Transferor transfers proceeds of such redemption if such last Unavailable Asset is redeemed in full in accordance with sub-paragraph (c) above. If any such Transfer Failure continues to subsist after the Due Date for this Transaction, the Transaction Fee Amounts in respect of such Unavailable Assets shall cease to accrue on the Due Date for this Transaction and no further Transaction Fee Amounts shall be payable in respect of this Transaction, notwithstanding the continuance of the Parties’ obligations up to the Extended Termination Date under this provision.
Determination of Default Valuation Time:	The “Default Valuation Time” means, in relation to an Event of Default, the close of business in the applicable market on the 40th dealing day after the day on which the non-Defaulting Party delivers notice designating an Early Termination Date pursuant to paragraph 10(b) of the Agreement or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which Automatic Early Termination is specified in Annex I, the close of business on the 40th dealing day after the day on which the non-Defaulting Party first became aware of the occurrence of such Event of Default. Paragraph 10(f)(i) of the Agreement shall be amended by adding the words “(but in no event later than the Default Valuation Time)” immediately following the words “on or about the early Termination Date”. Paragraph 10(f)(ii) of the Agreement shall be amended by adding the words “(but in no event later than the Default Valuation Time)” immediately following the words “on or about the early Termination Date”. For the avoidance of doubt, the amount payable pursuant to paragraph 10(d) of the Agreement cannot be calculated until the Default Market Values of all of the Equivalent Securities and any Equivalent Margin Securities under each Transaction can be calculated. As such, the payment under paragraph 10(d)(ii) will be delayed until the latest date on which the Default Market Value has been determined with respect to any such Equivalent Securities and any Equivalent Margin Securities. The parties acknowledge that (a) the Purchased Securities under this Transaction are expected to be illiquid and unique and that there may be no other commercially reasonable determinant of value with respect to such Purchased Securities other than the price at which willing buyers agree to purchase such Purchased Securities or the relevant Portfolio Assets, (b) if the Buyer were forced to liquidate such Purchased Securities or the relevant Portfolio Assets on the date an Event of Default occurs (or shortly thereafter), such liquidation would likely result in a commercially unreasonable price, and (c) giving the Buyer an extended period of time to liquidate such Purchased Securities or the relevant Portfolio Assets is more likely to produce a commercially reasonable result. For avoidance of doubt, Buyer may, at any time, use any commercially reasonable determinant of value (whether the price at which willing buyers agree to purchase such Purchased Securities or the relevant Portfolio Assets or otherwise).
Income:	Notwithstanding anything to the contrary in paragraph 5 (Income) of the Agreement, “Income” means, without double counting: (i) any interest or dividend payment or any other payment or distribution (other than any principal payment or repayment, which, for the avoidance of doubt, includes any redemption payment) paid with respect to any Purchased Securities and not otherwise

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	received by Seller; and (ii) any interest or dividend payment or any other payment or distribution (other than any principal payment or repayment, which, for the avoidance of doubt, includes any redemption payment) paid with respect to any Class A Notes and with respect to (x) the Monthly Period (as defined in the Indenture) commencing on and including May 15, 2019, and (y) the Monthly Period (as defined in the Indenture) commencing on and including June 15, 2019, and, in each case, that are not otherwise received by Seller. Buyer shall transfer to Seller an amount equal to (and in the same currency as) the amount of all Income paid or distributed on or in respect of the Purchased Securities within one Business Day after the date on which such Income is paid or distributed to holders of the Purchased Securities, and paragraph 5(a) of the Agreement shall be amended accordingly. For avoidance of doubt, (a) references to the amount of any Income paid shall be to an amount paid net of any withholding or deduction for or on account of taxes or duties and (b) Buyer shall not (except in connection with a termination of this Transaction resulting from an Event of Default) net or set-off against or otherwise apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of this Transaction. Paragraph 2(u) of the Agreement shall be amended by deleting the words “(other than Distributions)”. Paragraph 2(v) of the Agreement shall be amended by deleting the words “other than a Distribution”.
Clawback:	If (a) any distribution (whether as an Income payment or otherwise) on a Purchased Security, an Equivalent Security or, if the Equivalent Security is cash, such cash, is received by Buyer and subsequently paid by Buyer to Seller hereunder, and (b) Buyer is subsequently required to transfer all or a portion of such payment to the issuer of such Security (or trustee, paying agent or similar party) (the amount transferred, the “Clawback Amount”), then promptly after receiving notice of such Clawback Amount from Buyer, Seller shall transfer an amount equal to the Clawback Amount to Buyer. Buyer agrees to pay over to Seller within one Business Day after receipt any amounts subsequently recovered (but only to the extent such amounts are actually received by Buyer and Buyer is not otherwise obligated to pay such amounts to Seller pursuant to any other provision hereunder such that payment would result in duplicative payments by Buyer or any other party), and to make reasonable efforts to claim and collect such recoveries. No interest shall be payable by Buyer or Seller in relation to Clawback Amounts or amounts recovered in respect thereof for the period prior to such amounts becoming payable under this provision. This provision shall survive the termination of the Transaction.
Cure Period:	Notwithstanding paragraph 10(a) of the Agreement as amended by any Annex, the failure of a Party (“X”) to make any payment or delivery referred to in such paragraph (other than a payment or delivery referred to in paragraph 10(a)(iv) of the Agreement) in respect of the Transaction will not give rise to the right of the other Party to deliver a Default Notice to X unless such failure is not remedied on or before the first Business Day after notice of such failure is given to X.
Events of Default:	In addition to the Events of Default set forth in the Agreement, if any of the following events occurs, it shall constitute an Event of Default with respect to the relevant Party specified below which shall be the Defaulting Party:

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(a)      with respect to Seller, if Seller fails to pay any Transaction Fee Amount due on a Transaction Fee Payment Date, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (b)      with respect to Seller, if Seller breaches any of the covenants set forth in the section “Certain Covenants of Seller” below and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (c)      with respect to Seller, if Seller breaches the CM Finance Financials Requirement and such failure is not cured within three Business Days following notice from Buyer to Seller of such failure, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (d)      with respect to Seller, if Seller fails to pay the applicable Breakage Amount (if any) on any Prepayment Date or early Repurchase Date, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (e)      with respect to Seller, Seller fails to pay any Clawback Amount in accordance with the “Clawback” provisions herein and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (f)      with respect to Seller, if Seller’s Investment Manager ceases to be responsible for the asset management, loan servicing, special servicing or underwriting services of Seller and its subsidiaries, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (g)      with respect to Seller, notwithstanding anything to the contrary in the Agreement, if Seller fails to deliver Purchased Securities on any Purchase Date (including without limitation, as a result of a failure by the Issuer to issue the related Purchased Securities on or prior to such Purchase Date), including, for the avoidance of doubt, each Additional Purchase Date and Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party; (h)      with respect to Seller, the occurrence of any of the events set forth in Section 10(b) of the Collateral Management Agreement, and Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party; (i)      with respect to Seller, the occurrence of any breach by Seller, as Sole Member, of any of its obligations under the Issuer Contribution Agreement, and Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party; and (j)      with respect to Seller, a Zero Value Portfolio Asset EoD (as defined the “Zero Value Portfolio Asset EoD” provisions below) has occurred, and Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party. Each of the foregoing Events of Default shall be an “Exempt Event of Default” for purposes of the Agreement.

Breakage Amounts:

If (a) the Repurchase Date for this Transaction occurs prior to the scheduled Repurchase Date by reason of the occurrence of an Event of Default (where Seller is the Defaulting Party), a Mandatory Prepayment (other than a Mandatory Prepayment that is the result of the occurrence of the event described in clause (b) of the definition of “Mandatory Prepayment Event”), a Voluntary Full Prepayment or an event described in paragraph 11(a) of the Agreement in respect of which Seller is the

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	notifying party or (b) a Prepayment Date occurs in connection with a Voluntary Partial Prepayment, then, without limitation of any other payments or deliveries that become due as a result of such event but without duplication, on such Repurchase Date, Seller shall pay to Buyer an amount equal to the Breakage Amount for this Transaction or the applicable portion thereof. For the avoidance of doubt, no Breakage Amount shall be payable by Seller in respect of any Repurchase Date occurring as a result of a Regulatory Event. “Breakage Amount” shall mean, with respect to the Transaction evidenced hereby (or, in the case of a Voluntary Partial Prepayment the applicable portion thereof that is the subject of such Voluntary Partial Prepayment), the present value (using a discount factor implied by the mid-point between the forward bid and offered side LIBOR curves for fixed-for-floating LIBOR swaps of the relevant tenors) of the Spread portion of the Transaction Fee Amounts that would have been payable to Buyer under such Transaction (or the applicable portion thereof) from (and including) the early Repurchase Date or applicable Prepayment Date (as applicable) to (but excluding) the scheduled Repurchase Date, as determined by the Calculation Agent assuming, solely for purposes of determining such amount, that (i) the Spread is equal to the then-current Spread, (ii) the Repurchase Price payable upon such termination were to remain outstanding until the originally scheduled Repurchase Date and (iii) Seller has transferred to Buyer Securities on each Purchase Date with an aggregate Purchase Price applicable to each Purchase Date as set out in the “Purchase Price” provisions above.
2    Purchased Securities, Margining and Substitutions
Marking to Market:	The Parties agree that, with respect to this Transaction, the provisions of paragraphs 4(a) to (i) (inclusive), 4(k) and 4(l) of the Agreement shall not apply and instead margin shall be provided separately in respect of this Transaction in accordance with the terms of this Confirmation. For the avoidance of doubt, the provisions of paragraph 8(d) of the Agreement shall not apply to the Transaction.
Margin Maintenance:	Subject to the “Timing of Transfer of Eligible Margin” provision of this Confirmation: (a)   if at any time the Net Transaction Exposure for the Transaction is greater than the Minimum Transfer Amount, Buyer may, by notice to Seller, require Seller to, and Seller shall following such notice, transfer to Buyer an amount of Eligible Margin such that, immediately following such transfer, the Net Transaction Exposure is not greater than zero; (b)   if at any time (i) the Net Transaction Exposure for the Transaction is less than zero and (ii) the absolute value of the Net Transaction Exposure for the Transaction exceeds the Minimum Transfer Amount, Seller may, by notice to Buyer, require Buyer to, and Buyer shall following such notice, transfer an amount of Eligible Margin to Seller equal to the Net Transaction Exposure; (c)   if at any time the Class A Supplemental Margin Amount for the Transaction is a positive number, Buyer may, by notice to Seller, require Seller to, and Seller shall following such notice, transfer to Buyer an amount of Eligible Margin equal to the Class A Supplemental Margin Amount; (d)   if at any time the Class A Supplemental Margin Amount for the Transaction

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is a negative number, Seller may, by notice to Buyer, require Buyer to, and Buyer shall following such notice, transfer an amount of Eligible Margin to Seller equal to the absolute value of the Class A Supplemental Margin Amount; provided that: (i) Buyer shall only be obligated to transfer Eligible Margin to Seller pursuant to sub-clause (d) above if (and only to the extent that) such transfer of Eligible Margin by Buyer is a return of Eligible Margin that has previously been transferred by Seller to Buyer pursuant to sub-clause (c) above in respect of the Transaction and has not been previously returned by Buyer to Seller; and (ii) Buyer or Seller may not transfer Eligible Margin except to the extent that it is requested by the other Party to do so in accordance with the applicable sub-clause (a) through (d) above and accordingly, any Eligible Margin transferred by either Party in breach of this sub-clause (iii) shall not qualify as Eligible Margin and shall be assigned a zero value for all purposes hereof unless, until and solely to the extent that Eligible Margin is subsequently requested by the other Party in accordance with any of sub-clauses (a) through (d) above. Seller acknowledges that failure to timely Transfer Eligible Margin may have ramifications under the Indenture, Collateral Management Agreement and Issuer Contribution Agreement, including, but not limited to, failure of conditions necessary to purchase or sell Portfolio Assets thereunder and acceleration of the Notes.

Class A Supplemental Margin Amount:

As of any date of determination by the Calculation Agent, the “Class A Supplemental Margin Amount” shall be equal to: (a) the product of (i) the excess (if any) of (A) the quotient of (1) Repurchase Price divided by (2) Trigger over (B) Prospective Inclusion MV multiplied by (ii) the Class A Note Cash-Out Percentage minus (b) the product of (i) Supplemental Margin Held multiplied by (ii) the Class A Note Cash-Out Percentage, where: “Prospective Inclusion MV” means, as of any date of determination, the Portfolio Inclusion MV as of such date of determination, but determined as if the trade date or contribution date for any proposed sale, disposition or acquisition of any Portfolio Asset that has been identified in a Collateral Change Event Notice (as each such term is defined in the Issuer Contribution Agreement) has already occurred; “Repurchase Price” for purposes of calculating the Class A Supplemental Margin Amount means the sum of: (i) all of the Repurchase Prices in respect of all Purchased Securities (which shall, for the avoidance of doubt, give effect to reductions in such Repurchase Prices resulting from any Voluntary Partial Prepayment) plus (ii) the Repurchase Prices (as defined in the Class A-R Note Repo Confirmation) of all of the Purchased Securities (as defined in the Class A-R Note Repo Confirmation) under the Class A-R Note Repo Confirmation; “Supplemental Margin Held” means, as of any date of determination, the aggregate Market Value of all Eligible Margin held by UBS as Buyer in respect of (a) the Class A Supplemental Margin Amount and (b) Class A-R Supplemental Margin Amount

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	(as defined in the Class A-R Note Repo Confirmation), in each case, but not yet returned to Seller prior to such date of determination; and “Trigger” means 65%.
Eligible Margin:	USD cash only.
Net Transaction Exposure:	As of any time, an amount equal to the excess (if any) of: (a)   the Purchased Securities Exposure Amount over (b)   an amount equal to the product of (i) the amount of Net Margin (determined exclusive of Supplemental Margin Held) provided to Buyer by Seller multiplied by (ii) the Class A Note Cash-Out Percentage.
Purchased Securities Exposure Amount:	An amount equal to the product of: (a) the excess (if any) of (i) the Portfolio Inclusion MV over (ii) the Market Value of the Purchased Securities, multiplied by (b) the Class A Note Cash-Out Percentage.
Minimum Transfer Amount:	As of any time, the Minimum Transfer Amount shall be: (a)   at all times from and including the Purchase Date to and including such time as the Purchased Securities Exposure Amount is first greater than the 10% Threshold, the 10% Threshold; or (b)   otherwise, the product of (i) USD250,000 multiplied by (ii) the Class A Note Cash-Out Percentage. “10% Threshold” means an amount equal to the product of (a) 10% multiplied by (b) the Portfolio Inclusion MV multiplied by (c) the Class A Note Cash-Out Percentage.
Net Margin:	The definition of Net Margin in paragraph 2(gg) of the Agreement shall be deleted in its entirety and replaced with the following: “The ‘Net Margin’ provided to a party at any time shall mean the excess (if any) at that time of (i) the sum of the amount of Cash Margin paid to that party (including accrued interest on such Cash Margin which has not been paid to the other party) under the Margin Maintenance provisions in this Confirmation and the Margin Maintenance provisions in the Class A-R Note Repo Confirmation (in each case, excluding any Cash Margin which has been repaid to the other party) over (ii) the sum of the amount of Cash Margin paid to the other party (including accrued interest on such Cash Margin which has not been paid by the other party) under the Margin Maintenance provisions in this Confirmation and the Margin Maintenance provisions in the Class A-R Note Repo Confirmation (excluding any Cash Margin which has been repaid by the other party) and for this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time.”
Timing of Transfer of Eligible Margin:	Where Eligible Margin is to be transferred under the Margin Maintenance provisions hereof, unless otherwise agreed between the Parties, if the relevant notification is received:

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	(a)      on a Business Day at or prior to the Margin Transfer Notification Time, then the transfer shall be made not later than the close of business on the same Business Day; and (b)      on a Business Day after the Margin Transfer Notification Time or on a day that is not a Business Day, then the relevant transfer shall be made not later than the close of business on the next Business Day after the date such notification is received. “Margin Transfer Notification Time” means 10:00 am (New York time).
Portfolio Inclusion MV:	On any date of determination by the Calculation Agent, an amount equal to the sum of: (a)      with respect to each Portfolio Asset held by the Issuer on such date, including any Zero Value Portfolio Asset, the Purchase Amount of such Portfolio Asset (as of the date of acquisition), plus (b)      the aggregate amount of all cash held by the Issuer on such date in, or required to be deposited in, the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account, plus (c)      the aggregate market value of all Eligible Investments held by the Issuer on such date which are credited, or required to be credited to, to the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account.
Market Value:	Notwithstanding paragraph 2(ee) of the Agreement, “Market Value” shall mean: (a)      with respect to Eligible Margin, the amount of cash; (b)      with respect to the Purchased Securities, on any date of determination by the Calculation Agent, an amount equal to the market value of all of the Purchased Securities, calculated as the sum of: (i)  with respect to each Portfolio Asset held by the Issuer on such date, other than any Zero Value Portfolio Asset, the product of (A) the Current Price with respect to such Portfolio Asset multiplied by (B) the Principal Balance with respect to such Portfolio Asset, in each case on such date of determination, plus (ii)  the aggregate amount of all cash held by the Issuer on such date in, or required to be deposited in, the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account, plus (iii)   the aggregate market value of all Eligible Investments held by the Issuer on such date which are credited to, or required to be credited to, the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account. For the avoidance of doubt, Zero Value Portfolio Assets are excluded from and thus have a value of zero in the calculation of the Market Value of the Purchased Securities.
Determination of When Assets are Held or Disposed of:	For purposes of calculating Portfolio Inclusion MV, Market Value pursuant to clause (b) thereof and the status of an asset (or a portion thereof) as a Zero Value Portfolio Asset, with respect to:

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(a)      the Inclusion of any asset which would not, on its Inclusion Date, be a Zero Value Portfolio Asset, the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and (b)      the Inclusion of any asset which would, on its Inclusion Date, be a Zero Value Portfolio Asset, the Business Day preceding the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer; (c)      the disposition of any asset, (i)  where the asset is a Zero Value Portfolio Asset which is a Defaulted Obligation, the settlement date for any disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer (and, correspondingly, in the event that the Buyer holds margin, any margin held in respect of such Defaulted Obligation shall not be released until after the sale proceeds in respect of such disposition are received), and (ii)  otherwise, (A) where the disposition is to an Approved Dealer on Approved Terms, the Portfolio Asset Trade Date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer and (B) otherwise the settlement date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and (d)      cash to be paid or received or Eligible Investments to be liquidated in relation to Inclusion or disposition of a Portfolio Asset, such cash or Eligible Investments shall be debited or credited as of the relevant date on which such Portfolio Asset becomes or ceases to be held by the Issuer as determined by the Calculation Agent in accordance with the preceding clause (a), (b) or (c) (as applicable).

Current Price:

On any date of determination by the Calculation Agent with respect to any Portfolio Asset, including as of the related Inclusion Date of such Portfolio Asset, the net cash proceeds (expressed as a percentage of par) that would be received from the sale of such Portfolio Asset on such date, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment (as defined below), as determined by the Calculation Agent. In the event that the Issuer proposes to engage in a sale of a Portfolio Asset, the Issuer will notify the Calculation Agent of the proposed buyer, the proposed sale price and proposed settlement date in accordance with the Indenture. (If such sale is entered into, it is a “Sale”, and the agreed sale price is the “Sale Price”). After the date on which such notice is received by the Calculation Agent (the “Sale Notice Date”) and at all times until the settlement of such transaction, the Current Price (“Sale Adjusted Price”) will be equal to: (a)      if (x) such Sale is to an Approved Dealer on Approved Terms, (y) the Calculation Agent has received a copy of the related fully executed and delivered confirmation in substantially the form prescribed by the Loan Syndications & Trading Association or the Loan Market Association (as applicable) and (z) the Calculation Agent has determined, based on such confirmation, that such a Sale constitutes a direct sale to an Approved Dealer, the Sale Price, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment; and (b)      if such Sale is not to one of the Approved Dealers or is not on Approved

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Terms, the lesser of (i) the Current Price determined as if there were no Sale and (ii) the Sale Price exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment. If the Issuer is to sell a Portfolio Asset for a clean price below the Current Price of such asset (a “Low Sale”), the Seller will be obligated to transfer additional Eligible Margin required to reflect the use of the Sale Adjusted Price as the Current Price prior to, and as a condition of, consummation of the relevant Low Sale. “Approved Terms” means terms evidenced in a binding confirmation in market standard form between Issuer and the buyer under the Sale. “Costs of Assignment” means, with respect to any Portfolio Asset, the sum (without duplication) of (a) any costs of any exchange, sale, transfer or assignment transaction with respect to such Portfolio Asset that would be paid by a hypothetical seller in effecting such transaction under the terms of such Portfolio Asset or otherwise actually imposed on such hypothetical seller by any applicable trustee, administrative agent, registrar, borrower or Portfolio Asset Obligor incurred in connection with any such transaction with respect to such Portfolio Asset (including, without limitation, any amounts reimbursable by such person in respect of any tax or other governmental charge incurred with respect thereto), (b) any reasonable expenses that would be incurred by a hypothetical seller in connection with any such transaction and (c) any reasonable administrative, legal or accounting fees, costs and expenses (including, without limitation, any fees and expenses of the trustee of or outside counsel to the Portfolio Asset Obligor on such Portfolio Asset) that a would be incurred by a hypothetical seller in connection with any such transaction.

Zero Value Portfolio Asset:

(a)      Any Portfolio Asset that, at any time after the Inclusion/Amendment Date on any date of determination by the Calculation Agent, has (i) become, as determined by the Calculation Agent, a Defaulted Obligation for a continuous period of 14 calendar days, or (ii) ceased to comply with any of the Asset Eligibility Criteria; (b)      Any Illiquid Loan that is deemed to be a Zero Value Portfolio Asset as a result of Seller’s failure to comply with the requirements described in the “Third Party Valuations” provision below; (c)      Any Portfolio Asset which (i) together with any other Portfolio Assets, has resulted in a breach of any of the Repo Portfolio Criteria; provided that (i) where a Repo Portfolio Criterion is expressed as a maximum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Repo Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets which are members of the category subject to such maximum) causes the failure by the Issuer to satisfy any of the Repo Portfolio Criteria, allocated across Portfolio Assets by the Buyer (in the case where a Portfolio Asset violates or causes the violation of more than one of the Repo Portfolio Criteria) and (ii) where a Repo Portfolio Criterion is expressed as a minimum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Repo Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets that are not members of the category subject to such minimum) causes the failure by the Issuer to satisfy any of the Repo Portfolio Criteria, allocated across Portfolio Assets by the Buyer (in the case where a Portfolio Asset violates or causes a violation of more than one of the Repo Portfolio Criteria); (d)      Any Portfolio Asset that does not at the time of Inclusion satisfy the

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conditions and requirements set forth in Section 12.2(a) and 12.3(b) of the Indenture and that has not since such time satisfied such conditions and requirements; (e)      Any Portfolio Asset with respect to which Seller took, agreed or consented to any action under the Collateral Management Agreement, including, but not limited to, actions relating to voting rights in respect of any Portfolio Asset, without providing Buyer (acting in its capacity as Liquidation Agent or otherwise) with any prior or subsequent notice in relation thereto required by the Collateral Management Agreement within the timeframes set out therein; (f)      [reserved]; (g)      Any Portfolio Asset in relation to which the Collateral Manager did not provide an Advance Restructuring Notice (as defined in the Collateral Management Agreement) when originally due under the Collateral Management Agreement; and (h)      Any Portfolio Asset in relation to which the Collateral Manager did not provide a Post-Restructuring Notice (as defined in the Collateral Management Agreement) when originally due pursuant to the Collateral Management Agreement.

Determination of Status of Certain Portfolio Assets:

For purposes hereof, whether any Portfolio Asset meets the criteria of any of the following definitions shall be determined by the Buyer as of the latest of (a) the Inclusion Date for such Portfolio Asset and (b) the most recent Amendment Date for such Portfolio Asset (such latest date, the “Inclusion/Amendment Date”): (1) Illiquid Loan; (2) Liquid Loan; (3) Middle-Market Loan; (4) Cov-Lite Loan; (5) Second Lien Loan; (6) Second Lien Liquid Loan; (7) Senior Secured First Out Loan; (8) Senior Secured Last Out Loan; (9) Senior Secured Last Out (Type I) Loan; (10) Senior Secured Last Out (Type II) Loan; (11) Senior Secured Liquid Loan; (12) Senior Secured Loan; (13) Senior Secured (Large Cap) Loan: (14) Senior Secured (Type I) Loan; (15) Senior Secured (Type I CL) Loan:

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	(16) Senior Secured (Type II) Loan; (17) Senior Secured (Type III) Loan; (18) Senior Secured (Type IV) Loan; (19) Senior Secured Bonds; (20) Non-Senior Secured Bonds; and (21) Traditional Second Lien Loan.
Zero Value Portfolio Asset EoD:	With respect to any asset which would, as of its Inclusion Date, be a Zero Value Portfolio Asset due to failure to satisfy the Asset Eligibility Criteria or Repo Portfolio Criteria, it shall be a “Zero Value Portfolio Asset EoD” if the Portfolio Asset Trade Date for the Zero Value Portfolio Asset occurs prior to the later of: (a)      one Business Day after the date on which the Issuer notified UBS of the intended Inclusion of such asset; and (b)      one Business Day after the date on which the Seller posted any additional Margin required based on recalculation of the Market Value of the Purchased Securities in connection with the acquisition of an asset that would, on its Inclusion Date, be a Zero Value Portfolio Asset (such recalculation occurring as of the Business Day preceding the Portfolio Asset Trade Date as described in clause (b) of the “ Determination of When Assets are Held or Disposed of “ provision above).
Repo Portfolio Criteria:	Criteria that are satisfied on any date of determination by Buyer so long as: (a)      the Aggregate Principal Balance of all Portfolio Assets that are Second Lien Loans does not exceed 60.0% of the Aggregate Portfolio Par Value; (b)      the Aggregate Principal Balance of all Portfolio Assets that are Middle Market Loans does not exceed 80.0% of the Aggregate Portfolio Par Value; (c)      the Aggregate Principal Balance of all Portfolio Assets consisting of Cov-Lite Loans does not exceed 0.0% of the Aggregate Portfolio Par Value; and (d)      the Aggregate Principal Balance of all Portfolio Assets consisting of Bonds does not exceed 15.0% of the Aggregate Portfolio Par Value.
Third Party Valuations:	Seller shall procure that the Initial Valuation Company or a Fallback Valuation Company provide valuations in respect of each Portfolio Asset that was, as of the related Inclusion Date an Illiquid Loan (an “Asset Valuation Report”) to Buyer as follows: (a)      with respect to each such Illiquid Loan acquired by the Issuer, on or before the Inclusion Date of such Illiquid Loan; and (b)      within 20 calendar days of the last day of each Asset Valuation Report Period, an Asset Valuation Report in respect of each such Illiquid Loan held by the Issuer as of such date which remains, as of the last day of such Asset Valuation Report Period, an Illiquid Loan. For purposes of the foregoing, “Asset Valuation Report Period” means each

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calendar quarter ending on March 31, June 30, September 30 and December 31. If, on any date of determination by the Calculation Agent, Seller has failed to procure an Asset Valuation Report in respect of one or more Illiquid Loans in accordance with the requirements of clause (a) or (b), each such Illiquid Loan omitted from such Asset Valuation Report shall be deemed to be a Zero Value Portfolio Asset until such time as such Illiquid Loan is included in a subsequent Asset Valuation Report or an equivalent report from the Initial Valuation Company or a Fallback Valuation Company delivered at any time after such date of determination (which equivalent report may be requested by Seller at any time).

Dispute Rights:

Provided that no Event of Default has occurred and is continuing with respect to Seller, if Seller in good faith has a commercially reasonable basis for disagreement with the Calculation Agent’s determination of the Current Price of any Portfolio Asset, then Seller may dispute such determination by giving notice of such dispute (a “Dispute Notice”) to Buyer and the Calculation Agent no later than (a) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute at or prior to noon (New York time) on any Business Day, by the close of business on such Business Day and (b) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute after noon (New York time) on any Business Day, by noon (New York time) on the following Business Day. Any such Dispute Notice shall specify, in reasonable detail, the bid-side market price Seller believes should be attributed to any such Portfolio Asset, along with reasonable evidence supporting such value. Promptly following delivery of a Dispute Notice in relation to any Portfolio Asset, the Calculation Agent and Seller shall negotiate in good faith to try to agree to the disputed Current Price. If by 10:00 a.m. (New York time) on the Business Day following the day on which the Dispute Notice is delivered, the Calculation Agent and Seller are unable to agree, then: (i)  Seller shall request that the Initial Valuation Company provide an Eligible Valuation to the Calculation Agent; (ii)  if (A) no such Eligible Valuation is received by the Calculation Agent from the Initial Valuation Company by 2:00 p.m. (New York time) on the fifth Business Day following such request (a “Valuation Non-Delivery”) or (B) the Buyer in good faith has a commercially reasonable basis to disagree with the Initial Valuation Company’s Eligible Valuation (a “Valuation Disagreement”) and the Calculation Agent notifies Seller of such disagreement on the day such Eligible Valuation is received by the Calculation Agent (the earlier of such fifth Business Day and the day of such notification, the “Notification Day”), then no later than 10:00 a.m. (New York time) on the Business Day next following the Notification Day, the Calculation Agent shall deliver a request (a “Back-Up Request”) to any of the Fallback Valuation Companies to provide an Eligible Valuation for such disputed Portfolio Asset; and (iii)   the Current Price in relation to such disputed Portfolio Asset shall be: (A)  if the Initial Valuation Company provides an Eligible Valuation and the Calculation Agent does not provide a Back-Up Request, the Resolved Current Price in relation to the Eligible Valuation provided by the Initial Valuation Company;

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(B)  if the Calculation Agent provides a Back-Up Request and the Fallback Valuation Company provides an Eligible Valuation for such disputed Portfolio Asset by no later than 2:00 p.m. (New York time) on the fifth Business Day following such request, the Resolved Current Price in relation to the Eligible Valuation provided by the Fallback Valuation Company; (C)  if the Calculation Agent provides a Back-Up Request as a result of a Valuation Non-Delivery and the Fallback Valuation Company fails to provide an Eligible Valuation for such disputed Portfolio Asset by no later than 2:00 p.m. (New York time) on the fifth Business Day following such request, the Current Price originally determined by the Calculation Agent; and (D)  if the Calculation Agent provides a Back-Up Request as a result of a Valuation Disagreement and the Fallback Valuation Company fails to provide an Eligible Valuation for such disputed Portfolio Asset by no later than 2:00 p.m. (New York time) on the fifth Business Day following such request, the Eligible Valuation provided by the Initial Valuation Company. If Seller has delivered a Dispute Notice, during the pendency of such dispute, the Parties shall be required to deliver or return (as applicable) margin based on the Calculation Agent’s determination in accordance with this Confirmation; provided that, following resolution of the dispute, the Parties shall be required to deliver or return (as applicable) margin based on the Current Price so determined. For the avoidance of doubt, with respect to the dispute of the Current Price of any Portfolio Asset, upon the determination of such Current Price in accordance with the foregoing, the Calculation Agent shall recalculate the relevant Market Value of the related Purchased Securities using such Current Price for such Portfolio Asset. “Eligible Valuation” shall mean, with respect to any disputed Portfolio Asset, a valuation (which may be quoted in a range of values) for the outstanding principal amount of such Portfolio Asset (expressed as a percentage of par) that would be received from the sale of such Portfolio Asset on the date such valuation is provided, exclusive of accrued interest and capitalized interest; and “Resolved Current Price” shall be, with respect to any Eligible Valuation that is: (I)   quoted as a range of values where the difference between the lowest and highest values in such range (each expressed as a percentage of par) is an amount greater than 5% of par, as determined by the Calculation Agent, the lowest value in such range; (II)  quoted as a range of values where the difference between the lowest and highest values in such range (each expressed as a percentage of par) is an amount less than or equal to 5% of par, as determined by the Calculation Agent, the mid-point between the lowest and highest value in such range, as determined by the Calculation Agent; and (III)   not quoted as a range of values, such Eligible Valuation.

Interest on Cash Margin:

The interest rate applicable to Cash Margin shall be a rate per annum equal to the overnight Federal Funds (Effective) Rate for each day cash is held as Margin

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	hereunder, as reported in Federal Reserve Publication H.15-519.
Substitutions:	No substitutions of Purchased Securities shall be permitted.
3    Fees
Transaction Fees:	On each Transaction Fee Payment Date, for each Purchased Security, Seller shall pay to Buyer an amount equal to the applicable Transaction Fee Amount for such Purchased Security for the related Transaction Fee Period.
Transaction Fee Payment Dates:	For each Purchased Security, the 9th Business Day after the end of each Transaction Fee Period, subject to adjustment in accordance with the Business Day Convention.
Transaction Fee Periods:	For each Purchased Security, each period from (and including) the 15th calendar day of each calendar month (each, a “Monthly Date”) to, but excluding, the next following Monthly Date; provided that (a) the initial Transaction Fee Period shall commence on (and include) the Purchase Date for such Purchased Security and shall end on, but exclude, the 15th day of the calendar month immediately following such Purchase Date, and (b) the final Transaction Fee Period shall end on (and exclude) the Repurchase Date for such Purchased Security.
Transaction Fee Amounts:	With respect to a Purchased Security, Seller shall pay to Buyer a Transaction Fee Amount on each Transaction Fee Payment Date in an amount equal to the sum of the products, for each day that occurs during the related Transaction Fee Period, of (i) the Repurchase Price of such Purchased Security multiplied by (ii) the Applicable Transaction Fee Rate on such day multiplied by (iii) 1/360.
Applicable Transaction Fee Rate:	For each Transaction Fee Period, a rate per annum equal to the sum of (a) LIBOR determined on the Reset Date for such Transaction Fee Period plus (b) the applicable Spread. Where: “LIBOR”, for any Reset Date, means the London Interbank Offered Rate for the Relevant Period in respect of USD as quoted on the Bloomberg Screen BTMM Page (or such other page as may replace the Bloomberg Screen BTMM Page) under the heading “LIBOR-FIX-BBAM<GO>” (or any replacement heading) as of 11:00 a.m., London time, on the day (the “Determination Date”) that is two London banking days preceding such date. If (i) such rate does not appear on the Bloomberg Screen BTMM Page (or any replacement page) under such heading (or any replacement heading), as of such time on a Determination Date, (ii) a public statement or publication of information has been made by or on behalf of the administrator of LIBOR or a governmental authority or regulatory supervisor having jurisdiction or regulatory authority over Buyer, identifying a date after which LIBOR shall no longer be used or shall no longer be representative for determining interest rates for loans, or (iii) Buyer provides notice to Seller of a replacement rate that is appropriate for transactions that are similar to those contemplated under this Confirmation with similarly situated counterparties, LIBOR shall be deemed to be such rate as determined by the Calculation Agent. For any Transaction Fee Period that is less than the Relevant Period, LIBOR shall be

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	determined through the use of straight line interpolation by reference to two rates based on LIBOR, one of which shall be determined as if the Relevant Period were the period of time for which rates are available next shorter than the length of the Transaction Fee Period and the other of which shall be determined as if the Relevant Period were the period of time for which rates are available next longer than the length of the Transaction Fee Period. “Relevant Period” means one month. “Reset Date” with respect to any Transaction Fee Period, means the first day of such Transaction Fee Period. “Spread” means: (a)      with respect to Purchased Securities that are Class A-1 Notes, the Class A-1 Spread; and (b)      with respect to Purchased Securities that are Class A-2 Notes, the Class A-2 Spread. “Class A-1 Spread” means: (a)      up to, but excluding, the Transaction Fee Payment Date falling in December 2019, 2.55%; (b)      from and including the Transaction Fee Payment Date falling in December 2019 to, but excluding, the Transaction Fee Payment Date falling in December 2020, 3.55%; and (c)      from and including the Transaction Fee Payment Date falling in December 2020, (i) if the Class A-2 Purchase Option is not exercised in accordance with the Indenture, 3.15% or (ii) if the Class A-2 Purchase Option is exercised in accordance with the Indenture, 2.90%. “Class A-2 Spread” means: (a)      up to but excluding the Class A-2 Purchase Option Exercise Date, 3.15%; and (b)      from and including the Class A-2 Purchase Option Exercise Date, 2.90%.
4    Miscellaneous
Voting Rights:	Where any voting or consent rights fail to be exercised in relation to any Purchased Securities, Buyer shall be entitled to exercise such voting or consent rights in its sole discretion and shall not have any obligation to arrange for voting or consent rights to be exercised in accordance with the instructions of Seller.
Business Day:	Notwithstanding paragraph 2(f) of the Agreement, “Business Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York, Houston and London and that is a TARGET Settlement Day, other than a Saturday, Sunday or other day which the

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	New York Stock Exchange or banks are authorized or obligated by law or executive order to close in New York, New York.
Business Day Convention:	The convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day so that such date will be the first following day that is a Business Day.
Unpaid Amounts:	For the avoidance of doubt, on the final Repurchase Date (whether occurring prior to, on, or after, the scheduled Repurchase Date, and whether occurring as a result of an Event of Default, a Prepayment Date, or otherwise), if there are amounts that became payable by one Party to the other Party on or prior to such Repurchase Date and which remain unpaid as at such Repurchase Date, such amounts shall remain an outstanding obligation of such Party and shall be netted with and set off against the amounts otherwise payable by the Parties on such Repurchase Date.
Interest on Amounts Payable:	Any amount due from one party to the other following the occurrence of an Event of Default shall be paid together with (to the extent permitted under applicable law) interest thereon (both before and after judgment) in USD, from (and including) the date on which such amount was originally due to (but excluding) the date such amount is paid, at a rate per annum equal to the overnight Federal Funds (Effective) Rate for each day such amount remains outstanding (as reported in Federal Reserve Publication H.15-519) plus 1% per annum. Such interest will accrue daily without compounding based on the actual number of days elapsed. The provisions of this paragraph shall supersede any conflicting provisions in paragraph 12 of the Agreement.
Tax Matters:	(a)      For (and only for) U.S. Federal income tax purposes, each Party agrees: (i) to treat the purchase hereunder of Purchased Securities as if Buyer had made a loan to Seller secured by such Purchased Securities, (ii) to treat Seller as beneficial owner of such Purchased Securities, and (iii) not to take any inconsistent position on any related tax return, unless otherwise required by applicable law. (b)      Notwithstanding anything else in the Agreement, if the defaulting Party exercises its right to assign rights to payment under Paragraph 16(b) of the Agreement following an Event of Default, if any withholding or other taxes are imposed on payments to any assignee, the payor’s obligation to gross-up any such payment in respect of such tax to such assignee shall be limited to the amount of any gross-up it would have been obligated to pay immediately before any such assignment occurred. (c)      Each party shall provide the other party with a properly executed IRS Form W-8 or W-9, as applicable. If either Party exercises its right to assign rights to payment under Paragraph 16(b) of the Agreement, prior to being entitled to receive any gross-up payments in respect of any taxes withheld, any assignee will be required to submit to the payor an executed, complete IRS Form W-8 or W-9 (as applicable) establishing any available exemption or reduction from any US withholding taxes that may be imposed on the payment assigned.
Certain Covenants of Seller:	(i)      Seller agrees that Seller will not permit any securities to be issued under the Indenture to any person or entity other than Seller and that Seller will not direct or permit the Issuer to issue any securities other than in conjunction with a Purchase Date or otherwise as required under the Indenture or other transaction documents. (ii)      Seller agrees that Seller will not sell, transfer or otherwise dispose of any securities issued under the Indenture (or any interest therein) other than pursuant to

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	the Transaction. (iii)      Seller agrees that if CM Investment Partners LLC ceases to be a business development company (within the meaning of the U.S. Investment Company Act of 1940) and to file publicly-available financials as required of a public business development company, Seller will provide, or cause to be provided, to Buyer quarterly unaudited financial statements within 60 days of each quarter-end and annual audited financial statements within 120 days of the year-end, prepared in accordance with generally accepted accounting principles (as in effect in the relevant jurisdiction) (such covenant, the “CM Finance Financials Requirement”).
Notification of Events of Default:	Each Party shall notify the other Party as soon as reasonably practicable upon becoming aware of the occurrence of any Event of Default with respect to such notifying Party or event which with the giving of notice and/or lapse of time could become an Event of Default with respect to such notifying Party.
Representations and acknowledgements:	Unless agreed to the contrary expressly and in writing in this Confirmation and notwithstanding any communication that each Party (and/or its Affiliates) may have had with the other Party or any of its Affiliates, in respect of the Transaction subject to this Confirmation, each Party will be deemed to represent to the other Party on the Trade Date and each Purchase Date of the Transaction and on each date on which the Transaction is terminated (in whole or in part) that: (i)      it is entering into or terminating (in whole or in part) the Transaction for its own account; (ii)      none of the other Party or any of its Affiliates or agents are acting as a fiduciary or financial adviser for it; (iii)      it is a sophisticated investor that has made its own independent decisions to enter into the Transaction, as to whether the Transaction is appropriate or proper for it and as to any related investment, hedging and/or trading based upon its own judgment and upon advice from such legal, regulatory, tax, financial, accounting and other advisers as it has deemed necessary, and not upon any view expressed by the other Party or any of its Affiliates or agents; (iv)      it is not relying on any communication (written or oral) of the other Party or any Affiliate or agent thereof except those expressly set forth in the Agreement, except that nothing in the Agreement will limit or exclude any liability of a party for fraud; (v)      it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction, and is also capable of assuming, and assumes, the risks of the Transaction; (vi)      having made all necessary enquiries with relevant authorities, its entry into or termination (in whole or in part) of the Transaction will not contravene any applicable law, decree, regulation, regulatory guidance, regulatory request, regulatory briefing or order of any government or governmental body (including any court or tribunal); and (vii)      to the extent required to do so, it has notified relevant authorities, in a manner acceptable to such authorities, of its entry into the Transaction. Unless agreed to the contrary expressly and in writing in this Confirmation and

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notwithstanding any communication that each Party (and/or its Affiliates) may have had with the other Party, in respect of the Transaction subject to this Confirmation, each Party will be deemed to acknowledge on the date on which it enters into the Transaction that:

(a)      none of the other Party or its Affiliates provides investment, tax, accounting, legal or other advice in respect of the Transaction;

(b)      it has been given the opportunity to obtain information from the other Party concerning the terms and conditions of the Transaction necessary in order for it to evaluate the merits and risks of the Transaction; provided that, notwithstanding the foregoing, (i) it and its advisors are not relying on any communication (written or oral and including, without limitation, opinions of third party advisors) of the other Party or its Affiliates as (A) legal, regulatory, tax, business, investments, financial, accounting or other advice, (B) a recommendation to enter into the Transaction or (C) an assurance or guarantee as to the expected results of the Transaction; it being understood that information and explanations related to the terms and conditions of the Transaction are made incidental to the other Party’s business and shall not be considered (x) legal, regulatory, tax, business, investments, financial, accounting or other advice, (y) a recommendation to enter into the Transaction or (z) an assurance or guarantee as to the expected results of the Transaction and (ii) any such communication should not be the basis on which such Party has entered into the Transaction, and should be independently confirmed by such Party and its advisors prior to entering into the Transaction;

(c)      none of the Parties or any Affiliate thereof has any obligation to, and it will not, select securities or transfers of currency, with regard to the needs or interests of any person other than itself, and each Party and its Affiliates may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking business with the issuer of any Purchased Security or its affiliates or any other person or entity having obligations relating to the Purchased Securities and may act with respect to such business in the same manner as if the Transaction did not exist, regardless of whether any such action may have an adverse effect on either Party’s position under the Transaction;

(d)      each Party and its Affiliates may, whether by virtue of the types of relationships described above or otherwise, at the date hereof or at times hereafter be in possession of information in relation to the Issuer which is or may be material in the context of the Transaction and which is or may not be known to the general public or to one or both of the Parties, and the Transaction does not create any obligation on the part of any of the Parties and their respective Affiliates to disclose to either Party any such relationship or information (whether or not confidential);

(e)      neither Party makes any representations or warranties to the other in connection with, and shall have no responsibility with respect to, the accuracy of any statements, warranties or representations made in or in connection with the Purchased Securities, any information contained in any document filed by the issuer of the Purchased Securities (the “Issuer”) with any exchange or with any governmental entity regulating the purchase and sale of securities, the solvency or financial condition of the Issuer, or the legality, validity, binding effect or enforceability of the obligations of the Issuer in respect of the Purchased Securities. Each Party acknowledges that it has, independently and without reliance on the other and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Transaction and will continue to be responsible for making its own independent appraisal of the business, affairs and financial

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condition of the Issuer; and (f)      the Transaction does not create either a direct or indirect obligation of the Issuer owing to Seller or a direct or indirect participation in any obligation of the Issuer owing to Buyer. The Seller acknowledges that the Seller shall not have any voting rights with respect to the Purchased Securities or any other rights under or with respect to the Purchased Securities, other than as expressly set forth herein. Each Party acknowledges and agrees that (i) the Transaction to which this Confirmation relates is (x) a “securities contract”, as defined in Section 741 of the federal Bankruptcy Code, Title 11 of the United States Code, as amended (the “Bankruptcy Code”) and (y) a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code (except insofar as the type of Securities subject to the Transaction or the term of the Transaction would render such definition inapplicable) and (ii) the exercise by either Party of any right under the Agreement to cause the liquidation, termination or acceleration of the Transaction, because of a condition of the kind specified in Section 365(e)(1) of the Bankruptcy Code shall not be stayed, avoided, or otherwise limited by operation of any provision of the Bankruptcy Code or by order of a court or administrative agency in any proceeding under the Bankruptcy Code.

Additional Seller Representations:

The following additional paragraph 9(A), subsections (i) and (ii) shall be inserted into the Agreement: “9(A). Additional Representations and Notice. (i) Seller Representations. Seller represents and warrants on and as of the date hereof and on and as of each date this Agreement or any Transaction remains outstanding: (A)      No Prohibited Transactions. Seller represents and warrants that Seller is not an “employee benefit plan” subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and all investors in Seller acquire “publicly-offered securities” within the meaning of 29 CFR § 2510.3-101. Any subsequent permitted assignee of Seller will be deemed to have represented and warranted, that (i) no portion of the assets used by such assignee to either (x) acquire and hold the Purchased Securities or (y) enter into or assume the obligations under the Transaction evidenced hereby constitutes the assets of any employee benefit plan subject to Title I of ERISA, a “governmental plan” within the meaning of Section 3(32) of ERISA, or a “plan” within the meaning of Section 4975(e)(1) of the Code or (ii) both the purchase and holding of such Purchased Securities by such assignee and the assumption of the obligations under the Transaction evidenced hereby will constitute neither (x) a non-exempt “prohibited transaction” under (and as defined in) Section 406 of ERISA or Section 4975 of the Code nor (y) a similar violation under any applicable similar federal, state, local, non-U.S. or other law, rule or regulation. (B)      Notice Requirement. Seller agrees to notify Buyer immediately if any time it learns or discovers facts at variance with the foregoing representations and warranties. (ii) Seller represents and warrants that its acquisition of the Purchased Securities

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	complied with the terms of the Indenture. (iii) Seller represents and warrants that either (i) the Purchased Securities are not required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to Section 15G of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Risk Retention Rules”) or (ii) the Purchased Securities are required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to the Risk Retention Rules and the entry by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) into the transactions contemplated by the Collateral Management Agreement will not violate or conflict with the Risk Retention Rules.
Transfer; Assignment; Amendment;	Neither Buyer nor Seller will have the right to transfer, assign, amend, modify or supplement the Agreement or this Confirmation or any interest or obligation or right or benefit received in or under the Agreement or this Confirmation without the prior written consent of each party.
Disapplication and Modification of Provisions of the Annex I:	The following provisions of Annex I to the Agreement shall not apply to the Transaction evidenced by this Confirmation: Parts 1(a), 1(b), 1(d)(i), 1(d)(iii), 1(d)(iv), 1(n), 2(b), and 2(c) of Annex I.
Counterparts Clause:	This Confirmation may be signed or executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original but shall not be effective until each Party has executed and delivered at least one counterpart. All counterparts together shall constitute one and the same instrument. This has the same effect as if the signatures on the counterparts were on a single original of this Confirmation. Delivery of an executed counterpart signature page of this Confirmation by email (portable document format (“pdf”)) or facsimile copy shall be as effective as delivery of a manually executed counterpart of this Confirmation.
No effect, Inconsistency:	The terms set forth in the Confirmation for this trade shall apply only to the Transaction.
Buyer’s Bank Account Details:	Account Name: UBS AG, Stamford Branch SWIFT BIC Code: UBSWUS33 For the benefit of: UBS AG, London Branch SWIFT BIC Code: UBSWGB2L Account No.: /101-WA41275-000
Seller’s Bank Account Details:	As specified separately to Buyer from Seller.
Notices:	If to Seller: Address: CM Finance Inc. 65 East 55th Street, 15th Floor New York, New York 10022 Attention: Rocco DelGuercio and Matt Bannon Tel: (212) 380-5904

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Email: RDelGuercio@cmipllc.com, mm@cmipllc.com and mbannon@cmipllc.com If to Buyer: As specified in the Annex to the Agreement.

Governing Law:

This Confirmation and any non-contractual obligations arising out of or in connection with this Confirmation or this Transaction shall be governed by, and interpreted in accordance with, the laws of England. Each party irrevocably agrees that the courts of England or the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (the “New York Courts”) shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this the Transaction, including without limitation to any disputes arising out of or in connection with the existence, creation, validity, effect, interpretation performance and/or termination of the legal relationships established by this Confirmation and to any disputes arising out of any non-contractual obligations arising out of or in connection with this Confirmation, (respectively, “Proceedings” and “Disputes”) and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England or the New York Courts. Each party irrevocably waives any objection which it might at any time have to the courts of England or the New York Courts being nominated as the fora to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England or the New York Courts are not convenient or appropriate fora. Buyer hereby appoints the person identified in Annex I as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Buyer shall promptly appoint, and notify Seller of the identity of, a new agent in England. If Buyer fails to appoint such an agent, Buyer agrees that Seller shall be entitled to appoint one on behalf of Buyer at the expense of Buyer. Seller hereby appoints the person identified in Annex I as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Seller shall promptly appoint, and notify Buyer of the identity of a new agent in England. If Seller fails to appoint such an agent, Seller agrees that Buyer shall be entitled to appoint one on behalf of Seller at the expense of Seller. Each party shall deliver to the other, within 30 days of the date of this Confirmation in the case of the appointment of a person identified in Annex I or of the date of the

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	appointment of the relevant agent in any other case, evidence of the acceptance by the agent appointed by it pursuant to this paragraph of such appointment. Any Affiliate of Buyer, performing obligations under or in connection with this Confirmation, shall be entitled to the benefits of and shall be subject to the Governing Law provisions of this Confirmation. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR ANY TRANSACTION, AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING INTO THIS CONFIRMATION. Paragraph 17 of the Agreement shall not apply to this Transaction.
5    Additional Defined Terms
The following terms shall have the respective meanings specified below: “Account” has the meaning given to such term in the Indenture. “Aggregate Portfolio Par Value” means, on any date of determination, the Aggregate Principal Balance of (a) all Portfolio Assets held by the Issuer plus (b) all Cash credited or required to be credited to the Principal Collection Subaccount and Eligible Investments acquired with such Cash. “Aggregate Principal Balance” means, when used with respect to all or a portion of the Portfolio Assets or the Collateral, the sum of the Principal Balances of all or of such portion of the Portfolio Assets or Collateral, as applicable. “Amendment Date” means, with respect to any Portfolio Asset, the effective date of any amendment or action described in Section 2(h) of the Collateral Management Agreement. “Approved Dealer” means each of Bank of America Securities LLC; Barclays Bank plc; BNP Paribas; Cantor Fitzgerald; Castle Oak; CIBC World Markets, Inc.; Citibank, N.A.; Credit Agricole Cheuveux North America, Inc.; Credit Suisse First Boston LLC; Deutsche Bank Securities Inc.; Goldman Sachs & Co.; Guggenheim; Global Hunter; Jefferies & Company Inc.; JPMorgan Chase Bank, N.A.; Macquarie; Miller Tabak Roberts Securities, LLC; Morgan Stanley & Co.; Nomura; RBC Capital Markets Corp.; SG Americas Securities LLC; Sterne, Age & Leach, Inc.; The Royal Bank of Scotland plc.; UBS AG; Wachovia Capital Markets LLC; provided that (i) the Calculation Agent may at any time, upon written notice to Seller, delete any name listed in the foregoing list so long as such deletion is consistent with the general application of its internal credit and risk policies with respect to such Approved Dealer (and not designed to circumvent the rights of Seller hereunder) and (ii) the parties may, at any time, agree in writing to add or remove an Approved Dealer to or from the foregoing list. “Asset Eligibility Criteria” has the meaning given to such term in the Indenture. “Bonds” has the meaning given to such term in the Indenture.

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“Cash” has the meaning given to such term in the Indenture.

“Class A Note Cash-Out Percentage” means the quotient (expressed as a percentage) equal to:

(a) the aggregate Repurchase Prices under this Transaction

divided by

(b) the sum of (i) the aggregate Repurchase Prices under this Transaction plus (ii) the Repurchase Price under (and as defined in) the Class A-R Note Repo Confirmation.

“Class A Notes” means the Class A-1 Notes and Class A-2 Notes.

“Class A-1 Notes” means the Class A-1 Notes issued under the Indenture.

“Class A-2 Notes” means the Class A-2 Notes issued under the Indenture.

“Class A-2 Purchase Option” has the meaning given to such term in the Indenture.

“Class A-2 Purchase Option Exercise Date” has the meaning given to such term in the Indenture.

“Class A-2 Purchase Option Non-Exercise Redemption” has the meaning given to such term in the Indenture.

“Class A-R Note Repo Confirmation” means the Confirmation in respect of Repurchase Transaction dated as of the date hereof between CM Finance Inc. and UBS with respect to which the Purchased Securities (as defined therein) are the Class A-R Notes.

“Class A-R Notes” means the Class A-R Notes issued under the Indenture.

“Collateral” has the meaning given to such term in the Indenture.

“Collateral Management Agreement” has the meaning given to such term in the Indenture.

“Collateral Manager” has the meaning given to such term in the Indenture.

“Consolidated Leverage Ratio” means, as of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset of such Portfolio Asset Obligor, the ratio of:

(a)        the Principal Balances of such Portfolio Asset and the outstanding principal amount of all other Indebtedness of such Portfolio Asset Obligor and its Subsidiaries that is of equal or higher seniority with such Portfolio Asset and is secured by a similar ranking lien or security interest in the same collateral as of such date of calculation that would be stated on a consolidated balance sheet (excluding any notes thereto); provided that, for purposes of this definition only, the amount of Indebtedness shall be determined only to the extent that it has been advanced such that any undrawn amount thereunder shall not constitute Indebtedness for purposes of this clause (a); to

(b)        EBITDA of such Portfolio Asset Obligor for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor.

“Cov-Lite Loan” means a Loan (a) which is a Non-Markit Loan and (b) with respect to which the Underlying Instrument does not include any financial covenants with which compliance is determined on an ongoing maintenance basis.

“Daily Report” has the meaning given to such term in the Indenture.

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“Defaulted Obligation” has the meaning given to such term in the Indenture.

“Delayed-Draw Loan” has the meaning given to such term in the Indenture.

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

“Eligible Investments” has the meaning given to such term in the Indenture.

“Expense Account” has the meaning given to such term in the Indenture.

“Fallback Valuation Company” means any of CTS Capital Advisors, LLC, Duff & Phelps, Valuation Research Corporation, GLC Advisors & Co., Houlihan Capital, Houlihan Lokey or their respective successors.

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

“Illiquid Loan” means a Loan which is not a Liquid Loan.

“Inclusion” means a substitution or contribution of Portfolio Assets to the Issuer pursuant to the Issuer Contribution Agreement or any other acquisition of Portfolio Assets by the Issuer.

“Inclusion Date” means (a) in the case of a substitution or contribution of Portfolio Assets to the Issuer pursuant to the Issuer Contribution Agreement, the settlement date of substitution or contribution or (b) in the case of any other acquisition thereof by the Issuer, the Portfolio Asset Trade Date for the acquisition thereof by the Issuer.

“Indebtedness” has the meaning given to such term in the Indenture.

“Indenture” means the Sixth Amended and Restated Indenture dated as of June 21, 2019, between CM Finance SPV Ltd. and U.S. Bank National Association, as trustee, as amended, supplemented or otherwise modified from time to time.

“Indenture Event of Default” means an “Event of Default” (as defined in the Indenture) occurs with respect to the Issuer under the Indenture.

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“Initial Valuation Company” means Lincoln International LLC.

“Issuer Contribution Agreement” has the meaning given to such term in the Indenture.

“Lien” has the meaning given to such term in the Indenture.

“Liquid Loan” means any Loan which is the subject of at least two bid quotations as reported on Markit (or any successor nationally recognized loan pricing service designated by the Buyer).

“Liquidation Agent” has the meaning given to such term in the Indenture.

“Loan” has the meaning given to such term in the Indenture.

“Markit” means Markit Ltd. and any of its subsidiaries, or any successor thereto.

“Middle Market Loan” has the meaning given to such term in the Indenture.

“Moody’s” has the meaning given to such term in the Indenture.

“Non-Markit Loan” means any Loan for which prices are not reported on Markit (or any successor nationally recognized loan pricing service designated by the Buyer).

“Non-Senior Secured Bond” means any Bond that is not a Senior Secured Bond.

“Portfolio Asset” has the meaning given to such term in the Indenture, provided that when the relevant asset is held by the Issuer, this definition shall be subject to “Determination of When Assets are Held” above.

“Portfolio Asset Obligor” has the meaning given to such term in the Indenture.

“Portfolio Asset Trade Date” means the date on which the Issuer enters into an agreement to purchase or sell a Portfolio Asset pursuant to an Issuer Order, as such term is defined in the Indenture, given by the Collateral Manager.

“Principal Balance” has the meaning given to such term in the Indenture.

“Priority Loan Leverage Ratio” means of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset of such Portfolio Asset Obligor which is a Senior Secured Last Out Loan, the ratio of:

(a)        the Principal Balance of the Senior Secured First Out Loan relating to such Senior Secured Last Out Loan, to

(b)        EBITDA for the four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor

“Purchase Amount” has the meaning given to such term in the Indenture.

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

“Priority Revolving Loan Leverage Ratio” means, as of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset of such Portfolio Asset Obligor, the ratio of:

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(a)        the outstanding principal amount of the Priority Revolving Loan(s) relating to such Portfolio Asset determined on the assumption that the maximum aggregate amount that can be borrowed under such Priority Revolving Loan(s) has already been fully advanced such that any undrawn amount thereunder shall constitute outstanding principal amount for purposes of this definition; to

(b)        EBITDA of such Portfolio Asset Obligor for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor.

“Revolver Loan” has the meaning given to such term in the Indenture.

“Revolving Credit Note Agreement” has the meaning given to such term in the Indenture.

“S&P” has the meaning given to such term in the Indenture.

“Second Lien Liquid Loan” means any Liquid Loan that is a Second Lien Loan.

“Second Lien Loan” means any Illiquid Loan that is either (a) a Traditional Second Lien Loan or (b) a Senior Secured Last Out (Type II) Loan.

“Senior Secured (Large Cap) Loan” means any Senior Secured Loan that (a) has an applicable margin or other stated coupon less than (or equal to) 6.0%, including for such purposes any non-cash portion thereof but excluding for such purposes any portion thereof derived from the London interbank offered rate, base rate or other applicable fixed or floating reference rate, (b) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available greater than or equal to $50,000,000, (c) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 5.2x, (d) if there is a Priority Revolving Loan with respect to such Senior Secured Loan, has a Priority Revolving Loan Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Asset Obligor(s) which is less than or equal to 1.75x, and (e) is not a Senior Secured Liquid Loan.

“Senior Secured (Type I) Loan” means any Senior Secured Loan that (a) has an applicable margin or other stated coupon less than (or equal to) 9.0%, including for such purposes any non-cash portion thereof but excluding for such purposes any portion thereof derived from the London interbank offered rate, base rate or other applicable fixed or floating reference rate, (b) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available greater than or equal to $25,000,000, (c) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 5.2x, (d) if there is a Priority Revolving Loan with respect to such Senior Secured Loan, has a Priority Revolving Loan Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Asset Obligor(s) which is less than or equal to 1.75x, (e) is not a Senior Secured (Large Cap) Loan, (f) is not a Cov-Lite Loan and (g) is not a Senior Secured Liquid Loan.

“Senior Secured (Type I CL) Loan” means any Senior Secured Loan (a) which would be a Senior Secured (Type I) Loan but for the fact that such Loan is a Cov-Lite Loan and (b) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 3.5x.

“Senior Secured (Type II) Loan” means any Senior Secured Loan that (a) has an applicable margin or other stated coupon less than (or equal to) 9.0%, including for such purposes any non-cash portion thereof but excluding for such purposes any portion thereof derived from the London interbank offered rate, base rate or other applicable fixed or floating reference rate portion thereof, (b) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available less than $25,000,000 and equal to or greater than $15,000,000, (c) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 5.2x, (d) if there is a Priority Revolving Loan with respect to such Senior Secured Loan, has a Priority Revolving Loan Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Asset Obligor(s) which is less than or equal to 1.75x, (e) is not a Cov-Lite

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Loan and (f) is not a Senior Secured Liquid Loan.

“Senior Secured (Type III) Loan” means any Senior Secured Loan that (a) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available of less than $15,000,000 and (b) is not a Senior Secured Liquid Loan.

“Senior Secured (Type IV) Loan” means any (i) Senior Secured Loan which would otherwise be a Senior Secured (Type I) Loan or a Senior Secured (Type II) Loan but for the fact that such Loan does not meet the requirements set forth in clause (a), (c) or (d) of the definition of “Senior Secured (Type I) Loan” or “Senior Secured (Type II) Loan”, as applicable, and (ii) Senior Secured Loan which would otherwise be a Senior Secured (Type I CL) Loan but for the fact that such Loan does not meet the requirements set forth in clause (b) of the definition of “Senior Secured (Type I CL) Loan”.

“Senior Secured Bond” means any Bond that (i) is not secured solely or primarily by common stock or other equity interests, (ii) if it is subordinated by its terms, is subordinated only to indebtedness for borrowed money, trade claims, capitalized leases or other similar obligations and (iii) 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 First Out Loan” has the meaning assigned to such term in the definition of “Senior Secured Last Out Loan” herein.

“Senior Secured Last Out Loan” means any Loan that would be a Senior Secured Loan but for the fact that its terms provide that the payment of principal thereon, either prior to or after any default, event of default, financial covenant test failure or other event, is to occur after the payment of principal of any other term loan(s) (each such other term loan, a “Senior Secured First Out Loan”) of the Portfolio Asset Obligor of such loan.

“Senior Secured Last Out (Type I) Loan” means any Senior Secured Last Out Loan for which (a) the Priority Loan Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is less than 1.25x and (b) the Consolidated Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is less than 4.5x.

“Senior Secured Last Out (Type II) Loan” means any Senior Secured Last Out Loan that is not a Senior Secured Last Out (Type I) Loan.

“Senior Secured Liquid Loan” means any Senior Secured Loan that is a Liquid Loan.

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

“TARGET Settlement Day” means any day on which TARGET (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open.

“Transaction Documents” has the meaning given to such term in the Indenture.

“Traditional Second Lien Loan” means any Loan that (a) is an Illiquid Loan, (b) would be Senior Secured Loan but for the fact that it is subordinated (in right of payment, liens or otherwise) to a Senior Secured Loan of the Portfolio Asset Obligor(s) other than a Priority Revolving Loan, (c) is secured by a valid second-priority perfected security interest in or Lien on (second only to a security interest or Lien securing a Senior Secured Loan) collateral consisting of all or substantially all the assets of the Portfolio Asset Obligor(s) (and in any event substantially all its assets securing any other Indebtedness); and (d) is not secured solely or primarily by common stock or other equity

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interests; provided that 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 one or more of the subsidiaries of such parent entity to the extent that (x) the granting by any such subsidiary of a Lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such Loan or any other similar type of Indebtedness owing to third parties) and (y) its own property is not subject to a Lien securing any Indebtedness.

“TRS Termination Agreement” means the termination agreement dated as of the date hereof between Buyer and Seller relating to the termination of certain total return swap transactions referencing the Class A Notes and the total return swap transactions referencing the Class A-R Notes.

“Underlying Instrument” has the meaning given to such term in the Indenture.

[signatures follow on the next page]

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By executing this Confirmation and returning it to us, Seller confirms that the foregoing correctly sets out the terms of the agreement of the Parties.

Yours faithfully,

UBS AG, LONDON BRANCH,

In its individual capacity and as Calculation Agent

By:

Name:

Title:

By:

Name:

Title:

CM Finance Inc. – Signature Page to Class A Confirmation

Confirmed as of the date first above written:

CM FINANCE INC.

By:

Name:

Title:

UBS – Signature Page to Class A Confirmation

EX-99.10.8

EXECUTION VERSION

Confirmation in respect of Repurchase Transaction

(Class A-R Notes)

June 21, 2019

To: CM Finance Inc.

65 East 55th Street, 15th Floor

New York, NY 10023

Attention: Rocco DelGuercio, and Matt Bannon

Tel: (212) 380-5904

Email: RDelGuercio@cmipllc.com, mm@cmipllc.com and mbannon@cmipllc.com

From:     UBS AG, London Branch

Dear Sirs,

The purpose of this confirmation (this “Confirmation”) is to set forth the terms and conditions of the above-referenced repurchase transaction between CM Finance Inc. (“Seller”) and UBS AG, London Branch (“Buyer”, and “Party” shall mean either Seller or Buyer), on the Trade Date specified below (the “Transaction”). This Confirmation evidences the Transaction (replacing the form of Confirmation required by Annex II to the Agreement which shall not apply to the Transaction) and forms a binding agreement between Seller and Buyer as to the terms of the Transaction.

This Confirmation supplements, forms part of, and is subject to the TBMA/ISMA Global Master Repurchase Agreement (2011 version), dated as of June 11, 2019, between Seller and Buyer, together with the Annex(es) thereto (as supplemented, amended or otherwise modified from time to time, the “Agreement”).

All provisions contained or incorporated by reference in the Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail. In this Confirmation, defined words and expressions shall have the same meaning as in the Agreement unless otherwise defined in this Confirmation, in which case terms used in this Confirmation shall take precedence over terms used in the Agreement.

1   General Terms
Seller:	CM Finance Inc.
Buyer:	UBS AG, London Branch
Calculation Agent:	UBS AG, London Branch. The Calculation Agent shall perform all determinations and calculations hereunder in good faith and in a commercially reasonable manner. For the purpose of making any determination or calculation hereunder, the Calculation Agent may rely on any information or notice delivered by a third party.
Trade Date:	June 21, 2019.
Purchase Date:	June 21, 2019.

Repurchase Date:	December 7, 2020, subject to adjustment in accordance with the Business Day Convention, as such date may be accelerated as provided herein and in the Agreement.
Purchased Securities:	The Class A-R Notes. On the Purchase Date, Seller shall transfer to Buyer the Class A-R Notes having an Outstanding Class A-R Funded Amount of USD0 in exchange for the Purchase Price on the Purchase Date, provided that the foregoing obligation of Seller to make such transfer shall be deemed to be satisfied upon the entry by Buyer and Seller into the TRS Termination Agreement.
Purchase Price:	On any date of determination, 75% of the Outstanding Class A-R Funded Amount as of such date of determination, as such amount may from time to time be reduced pursuant to the operation of the “Purchase Price Reduction” provisions herein or increased pursuant to the immediately succeeding paragraph. Seller agrees that, upon any funding by Buyer of any portion of the Class A-R Notes under the Revolving Credit Note Agreement on any date after the Trade Date (resulting in an increase in the Outstanding Class A-R Funded Amount of the Class A-R Notes), the Purchase Price shall be increased by an amount equal to such funded amount and Buyer shall be deemed (for all purposes of this Confirmation) to have paid for such increase in the Purchase Price to Seller.
Repurchase Price:	With respect to each Purchased Security, the Purchase Price for such Purchased Security as of the relevant Repurchase Date, as such amount may from time to time be reduced by a Voluntary Partial Prepayment pursuant to the operation of the “Purchase Price Reduction” provisions herein; in which case, for the avoidance of doubt, Purchase Price will be reduced by the Prepayment Amount in respect of such Voluntary Partial Prepayment. For the avoidance of doubt, there shall be no Price Differential incorporated into the Repurchase Price and all references to Price Differential and Pricing Rate are hereby deleted from the Agreement. In lieu of Price Differential, Seller shall be obligated to pay the Transaction Fee Amounts to Buyer as set forth herein. For the avoidance of doubt, paragraphs 2(kk), 2(ll) and 2(rr) of the Agreement shall not apply to the Transaction.
Termination of Transaction:	Subject to paragraphs 10 and 11 of the Agreement and Buyer’s rights with respect to a Regulatory Event and as otherwise set forth in this Confirmation, unless the parties otherwise agree, the Transaction shall not be terminable on demand by either Party.
Purchase Price Reduction:	(a)         Seller may elect to prepay all or a portion of the Repurchase Price of the Purchased Securities upon at least five Business Days’ prior written notice to Buyer, any prepayment under this clause (a), a “Voluntary Prepayment”, any prepayment of all of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Full Prepayment” and any prepayment of a portion of the then-outstanding Repurchase Price under this clause (a), a “Voluntary Partial Prepayment”); provided that a Voluntary Partial Prepayment may be elected if a portion of the Purchased Securities have been redeemed by the Issuer for cash in the form of USD on or prior to the related Prepayment Date (as defined below) and the portion of the Purchased Securities to be repurchased shall be those which have been redeemed and in an amount not in excess of the Current Redeemed Amount. (b)         If a Mandatory Prepayment Event has occurred and is continuing with respect to the Purchased Securities, Buyer may upon at least three Business Days’

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	prior written notice to Seller require Seller to prepay the entire Repurchase Price of the Purchased Securities (such prepayment, a “Mandatory Prepayment”). Each written notice delivered by Seller under clause (a) above or by Buyer under clause (b) above shall designate the date on which such prepayment is to be effective (each a “Prepayment Date”). For purposes of any Prepayment Date relating to a Voluntary Partial Prepayment, the “Prepayment Amount” shall be an amount equal to the product of (x) the Advance Percentage applicable to Cash (as specified in the Indenture) and (y) the Current Redeemed Amount and in the case of a Voluntary Full Prepayment, the “Prepayment Amount” shall be an amount equal to the Repurchase Price. Subject to the Failure to Deliver Equivalent Securities and the timing therein, on each Prepayment Date: (A)  Buyer shall transfer to Seller or its agent Equivalent Securities, which, in the case of a Voluntary Partial Prepayment or a Voluntary Full Prepayment occurring after redemption of the Notes, shall be in the form of USD cash in an amount equal to the Current Redeemed Amount; (B)  Seller shall pay the related Prepayment Amount to Buyer; (C)  Seller shall pay the related Breakage Amount (if any) to Buyer; and (D)  with respect to a Voluntary Partial Prepayment, for each Purchased Security that is the subject of such prepayment, the Repurchase Price for such Purchased Security immediately after giving effect to such prepayment shall be equal to (x) the Repurchase Price thereof immediately prior to such prepayment minus (y) the related Prepayment Amount for such Purchased Security. For purposes of the foregoing, amounts payable by Buyer and Seller under (A), (B) and (C) above shall be netted.
Current Redeemed Amount:	With respect to any Prepayment Date relating to a Voluntary Partial Prepayment or a Voluntary Full Prepayment occurring after redemption in full of the Notes, an amount in USD determined by the Calculation Agent equal to the aggregate amount actually received by the holder of the Purchased Securities from the Issuer as a principal redemption payment in respect of the Purchased Securities on or prior to such Prepayment Date that has not previously been delivered by Buyer to Seller as Equivalent Securities.
Mandatory Prepayment Event:	It shall constitute a Mandatory Prepayment Event with respect to Seller if after giving effect to all applicable notice requirements and grace periods, an Indenture Event of Default occurs; provided that, for purposes of this Confirmation, the determination of whether or not an Indenture Event of Default has occurred with respect to any amount due and payable on the Purchased Securities on the stated maturity thereof shall be made (x) without giving effect to the first sentence of Section 2.7(g) of the Indenture and (y) without giving effect to any grace period in Section 5.1(a) or Section 5.1(b)(i) of the Indenture.
Accelerated Termination Event:	Buyer may, at any time following the occurrence of a Regulatory Event, terminate the Transaction under this Confirmation by notifying Seller of an early Repurchase Date for the Transaction, which Repurchase Date shall not be earlier (unless so agreed by Buyer and Seller) than 10 calendar days after the date of such notice (or such lesser

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	period as may be necessary for Buyer to comply with its obligations under applicable laws and regulations arising as a result of such Regulatory Event). Upon knowledge of any Regulatory Event that may occur, Buyer and Seller shall negotiate in good faith to enter into one or more financing transactions with substantially the same terms as the effected Transaction.
Regulatory Event:	An event which shall occur if, at any time, (a) Buyer determines, in its good faith commercially reasonable discretion, that Buyer’s involvement in the transactions contemplated in this Confirmation and the Agreement violates any law, rule or regulation applicable to Buyer or (b) any applicable Governmental Authority informs Buyer that Buyer’s involvement in such transactions violates any law, rule or regulation applicable to Buyer.
Paragraph 6(h):	Paragraph 6(h) shall be amended by deleting the words “Subject to paragraph 10,” at the beginning thereof such that, for the avoidance of doubt, such paragraph applies with respect to all payment obligations arising out of the occurrence of an Accelerated Termination Event, Voluntary Partial Prepayment, Voluntary Full Prepayment or an early Repurchase Date (including, without limitation, payment obligations in respect of Income that have accrued on or prior to the relevant date), provided that the foregoing shall be without prejudice to the exercise of any set-off pursuant to paragraphs 10(d)(ii) or 10(n) of the Agreement.
Failure to Deliver Equivalent Securities:	In respect of this Transaction, this provision (Failure to Deliver Equivalent Securities) shall apply in relation to the Buyer’s obligations with respect to the Class A-R Notes in lieu of paragraph 10(i) of the Agreement and any reference in the Agreement to paragraph 10(i) in respect of Buyer’s obligations with respect to the Class A-R Notes shall be deemed to be a reference to this provision (Failure to Deliver Equivalent Securities). It is acknowledged by each of the Parties hereto that the Class A-R Notes are unique assets, and that accordingly no asset other than the Purchased Securities will qualify as Equivalent Securities. Notwithstanding anything to the contrary in paragraph 10 of the Agreement or otherwise in the Agreement or this Confirmation and without duplication of the Cure Period provisions below, if Buyer (the “Transferor”) fails to deliver to Seller (the “Transferee”) any Purchased Security (an “Unavailable Asset”) by the time (the “Due Date”) required under this Transaction or within such other period as may be agreed in writing by the Transferor and the Transferee (such failure, a “Transfer Failure”): (a)         the Transferor, acting in good faith and a commercially reasonable manner, shall try for a period of 10 calendar days from the day following the Due Date in respect of the Unavailable Asset (the last day of such period, the “Transfer Cut-Off Date”) to obtain such Unavailable Asset (and, where the Transfer Failure is in respect of Buyer’s obligation to deliver the Purchased Securities on the scheduled Repurchase Date for this Transaction, this Transaction shall be deemed to continue until, and terminate upon, the Extended Termination Date); (b)        if the Transferor obtains any Unavailable Asset on or prior to the Transfer Cut-Off Date, the Transferor shall promptly give notice to the Transferee of its ability to deliver such Unavailable Asset and shall transfer such Unavailable Asset to the Transferee on the third Business Day following the day on which the Transferor delivers such notice in settlement of the relevant Transfer Failure; and

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(c)         if any Unavailable Asset is redeemed in full or in part by the relevant issuer prior to the Transfer Cut-Off Date, then either Party may give notice to the other Party of such redemption after becoming aware of the same, and the Transferor shall transfer a sum of money equivalent to the proceeds of such redemption to the Transferee no later than two Business Days following the day on which the Transferor delivers or receives such notice, in exchange for the payment by the Transferee of all or a ratable portion of any unpaid Repurchase Price (as applicable). For the avoidance of doubt, in relation to this Transaction, the Parties’ other obligations under the Agreement shall continue, and if such Transfer Failure occurred in connection with the relevant Repurchase Date for this Transaction, the Transaction shall terminate on the day (the “Extended Termination Date”) which is, with respect to the last Unavailable Asset, the earliest to occur of: (i)         the Business Day on which the Transferor transfers such last Unavailable Asset in accordance with sub-paragraph (c) above; or (ii)        the day on which the Transferor transfers proceeds of such redemption if such last Unavailable Asset is redeemed in full in accordance with sub-paragraph (c) above. If any such Transfer Failure continues to subsist after the Due Date for this Transaction, the Transaction Fee Amounts in respect of such Unavailable Assets shall cease to accrue on the Due Date for this Transaction and no further Transaction Fee Amounts shall be payable in respect of this Transaction, notwithstanding the continuance of the Parties’ obligations up to the Extended Termination Date under this provision.

Determination of Default Valuation Time:

The “Default Valuation Time” means, in relation to an Event of Default, the close of business in the applicable market on the 40th dealing day after the day on which the non-Defaulting Party delivers notice designating an Early Termination Date pursuant to paragraph 10(b) of the Agreement or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which Automatic Early Termination is specified in Annex I, the close of business on the 40th dealing day after the day on which the non-Defaulting Party first became aware of the occurrence of such Event of Default. Paragraph 10(f)(i) of the Agreement shall be amended by adding the words “(but in no event later than the Default Valuation Time)” immediately following the words “on or about the early Termination Date”. Paragraph 10(f)(ii) of the Agreement shall be amended by adding the words “(but in no event later than the Default Valuation Time)” immediately following the words “on or about the early Termination Date”. For the avoidance of doubt, the amount payable pursuant to paragraph 10(d) of the Agreement cannot be calculated until the Default Market Values of all of the Equivalent Securities and any Equivalent Margin Securities under each Transaction can be calculated. As such, the payment under paragraph 10(d)(ii) will be delayed until the latest date on which the Default Market Value has been determined with respect to any such Equivalent Securities and any Equivalent Margin Securities. The parties acknowledge that (a) the Purchased Securities under this Transaction are expected to be illiquid and unique and that there may be no other commercially reasonable determinant of value with respect to such Purchased Securities other than the price at which willing buyers agree to purchase such Purchased Securities or the

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	relevant Portfolio Assets, (b) if the Buyer were forced to liquidate such Purchased Securities or the relevant Portfolio Assets on the date an Event of Default occurs (or shortly thereafter), such liquidation would likely result in a commercially unreasonable price, and (c) giving the Buyer an extended period of time to liquidate such Purchased Securities or the relevant Portfolio Assets is more likely to produce a commercially reasonable result. For avoidance of doubt, Buyer may, at any time, use any commercially reasonable determinant of value (whether the price at which willing buyers agree to purchase such Purchased Securities or the relevant Portfolio Assets or otherwise).
Income:	Notwithstanding anything to the contrary in paragraph 5 (Income) of the Agreement, “Income” means, without double counting: (i) any interest or dividend payment or any other payment or distribution (other than any principal payment or repayment, which, for the avoidance of doubt, includes any redemption payment) paid with respect to any Purchased Securities and not otherwise received by Seller; and (ii) any interest or dividend payment or any other payment or distribution (other than any principal payment or repayment, which, for the avoidance of doubt, includes any redemption payment) paid with respect to any Class A-R Notes and with respect to (x) the Monthly Period (as defined in the Indenture) commencing on and including May 15, 2019, and (y) the Monthly Period (as defined in the Indenture) commencing on and including June 15, 2019, and, in each case, that are not otherwise received by Seller. Buyer shall transfer to Seller an amount equal to (and in the same currency as) the amount of all Income paid or distributed on or in respect of the Purchased Securities within one Business Day after the date on which such Income is paid or distributed to holders of the Purchased Securities, and paragraph 5(a) of the Agreement shall be amended accordingly. For avoidance of doubt, (a) references to the amount of any Income paid shall be to an amount paid net of any withholding or deduction for or on account of taxes or duties and (b) Buyer shall not (except in connection with a termination of this Transaction resulting from an Event of Default) net or set-off against or otherwise apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of this Transaction. Paragraph 2(u) of the Agreement shall be amended by deleting the words “(other than Distributions)”. Paragraph 2(v) of the Agreement shall be amended by deleting the words “other than a Distribution”.
Clawback:	If (a) any distribution (whether as an Income payment or otherwise) on a Purchased Security, an Equivalent Security or, if the Equivalent Security is cash, such cash, is received by Buyer and subsequently paid by Buyer to Seller hereunder, and (b) Buyer is subsequently required to transfer all or a portion of such payment to the issuer of such Security (or trustee, paying agent or similar party) (the amount transferred, the “Clawback Amount”), then promptly after receiving notice of such Clawback Amount from Buyer, Seller shall transfer an amount equal to the Clawback Amount to Buyer. Buyer agrees to pay over to Seller within one Business Day after receipt any amounts subsequently recovered (but only to the extent such amounts are actually received by Buyer and Buyer is not otherwise obligated to pay such amounts to Seller pursuant to any other provision hereunder such that payment would result in duplicative payments by Buyer or any other party), and to make reasonable efforts to

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	claim and collect such recoveries. No interest shall be payable by Buyer or Seller in relation to Clawback Amounts or amounts recovered in respect thereof for the period prior to such amounts becoming payable under this provision. This provision shall survive the termination of the Transaction.
Cure Period:	Notwithstanding paragraph 10(a) of the Agreement as amended by any Annex, the failure of a Party (“X”) to make any payment or delivery referred to in such paragraph (other than a payment or delivery referred to in paragraph 10(a)(iv) of the Agreement) in respect of the Transaction will not give rise to the right of the other Party to deliver a Default Notice to X unless such failure is not remedied on or before the first Business Day after notice of such failure is given to X.
Events of Default:	In addition to the Events of Default set forth in the Agreement, if any of the following events occurs, it shall constitute an Event of Default with respect to the relevant Party specified below which shall be the Defaulting Party: (a)         with respect to Seller, if Seller fails to pay any Transaction Fee Amount due on a Transaction Fee Payment Date, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (b)         with respect to Seller, if Seller breaches any of the covenants set forth in the section “Certain Covenants of Seller” below and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (c)         with respect to Seller, if Seller breaches the CM Finance Financials Requirement and such failure is not cured within three Business Days following notice from Buyer to Seller of such failure, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (d)         with respect to Seller, if Seller fails to pay the applicable Breakage Amount (if any) on any Prepayment Date or early Repurchase Date, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (e)         with respect to Seller, Seller fails to pay any Clawback Amount in accordance with the “Clawback” provisions herein and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (f)         with respect to Seller, if Seller’s Investment Manager ceases to be responsible for the asset management, loan servicing, special servicing or underwriting services of Seller and its subsidiaries, and Buyer, as non-Defaulting Party, serves a Default Notice on the Seller as Defaulting Party; (g)         with respect to Seller, notwithstanding anything to the contrary in the Agreement, if Seller fails to deliver Purchased Securities on any Purchase Date (including without limitation, as a result of a failure by the Issuer to issue the related Purchased Securities on or prior to such Purchase Date), including, for the avoidance of doubt, each Additional Purchase Date and Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party; (h)         with respect to Seller, the occurrence of any of the events set forth in Section 10(b) of the Collateral Management Agreement, and Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party; (i)         with respect to Seller, the occurrence of any breach by Seller, as Sole Member, of any of its obligations under the Issuer Contribution Agreement, and

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	Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party; and (j) with respect to Seller, a Zero Value Portfolio Asset EoD (as defined the “Zero Value Portfolio Asset EoD” provisions below) has occurred, and Buyer, as non-Defaulting Party, serves a Default Notice on Seller as Defaulting Party. Each of the foregoing Events of Default shall be an “Exempt Event of Default” for purposes of the Agreement.
Breakage Amounts:	If (a) the Repurchase Date for this Transaction occurs prior to the scheduled Repurchase Date by reason of the occurrence of an Event of Default (where Seller is the Defaulting Party), a Mandatory Prepayment (other than a Mandatory Prepayment that is the result of the occurrence of the event described in clause (b) of the definition of “Mandatory Prepayment Event”), a Voluntary Full Prepayment or an event described in paragraph 11(a) of the Agreement in respect of which Seller is the notifying party or (b) a Prepayment Date occurs in connection with a Voluntary Partial Prepayment, then, without limitation of any other payments or deliveries that become due as a result of such event but without duplication, on such Repurchase Date, Seller shall pay to Buyer an amount equal to the Breakage Amount for this Transaction or the applicable portion thereof. For the avoidance of doubt, no Breakage Amount shall be payable by Seller in respect of any Repurchase Date occurring as a result of a Regulatory Event. “Breakage Amount” shall mean, with respect to the Transaction evidenced hereby (or, in the case of a Voluntary Partial Prepayment the applicable portion thereof that is the subject of such Voluntary Partial Prepayment), the present value (using a discount factor implied by the mid-point between the forward bid and offered side LIBOR curves for fixed-for-floating LIBOR swaps of the relevant tenors) of the product of (a) 50% of the Maximum RCN Facility Funding Commitment multiplied by (b) 2.50% that would have been payable to Buyer under such Transaction (or the applicable portion thereof) from (and including) the early Repurchase Date or applicable Prepayment Date (as applicable) to (but excluding) the scheduled Repurchase Date, as determined by the Calculation Agent.
2    Purchased Securities, Margining and Substitutions
Marking to Market:	The Parties agree that, with respect to this Transaction, the provisions of paragraphs 4(a) to (i) (inclusive), 4(k) and 4(l) of the Agreement shall not apply and instead margin shall be provided separately in respect of this Transaction in accordance with the terms of this Confirmation. For the avoidance of doubt, the provisions of paragraph 8(d) of the Agreement shall not apply to the Transaction.
Margin Maintenance:	Subject to the “Timing of Transfer of Eligible Margin” provision of this Confirmation: (a)   if at any time the Net Transaction Exposure for the Transaction is greater than the Minimum Transfer Amount, Buyer may, by notice to Seller, require Seller to, and Seller shall following such notice, transfer to Buyer an amount of Eligible Margin such that, immediately following such transfer, the Net Transaction Exposure is not greater than zero; (b)   if at any time (i) the Net Transaction Exposure for the Transaction is less than zero and (ii) the absolute value of the Net Transaction Exposure for the Transaction exceeds the Minimum Transfer Amount, Seller may, by notice

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to Buyer, require Buyer to, and Buyer shall following such notice, transfer an amount of Eligible Margin to Seller equal to the Net Transaction Exposure; (c)   if at any time the Class A-R Supplemental Margin Amount for the Transaction is a positive number, Buyer may, by notice to Seller, require Seller to, and Seller shall following such notice, transfer to Buyer an amount of Eligible Margin equal to the Class A-R Supplemental Margin Amount; (d)   if at any time the Class A-R Supplemental Margin Amount for the Transaction is a negative number, Seller may, by notice to Buyer, require Buyer to, and Buyer shall following such notice, transfer an amount of Eligible Margin to Seller equal to the absolute value of the Class A-R Supplemental Margin Amount; provided that: (i) Buyer shall only be obligated to transfer Eligible Margin to Seller pursuant to sub-clause (d) above if (and only to the extent that) such transfer of Eligible Margin by Buyer is a return of Eligible Margin that has previously been transferred by Seller to Buyer pursuant to sub-clause (c) above in respect of the Transaction and has not been previously returned by Buyer to Seller; and (ii) Buyer or Seller may not transfer Eligible Margin except to the extent that it is requested by the other Party to do so in accordance with the applicable sub-clause (a) through (d) above and accordingly, any Eligible Margin transferred by either Party in breach of this sub-clause (iii) shall not qualify as Eligible Margin and shall be assigned a zero value for all purposes hereof unless, until and solely to the extent that Eligible Margin is subsequently requested by the other Party in accordance with any of sub-clauses (a) through (d) above. Seller acknowledges that failure to timely Transfer Eligible Margin may have ramifications under the Indenture, Collateral Management Agreement and Issuer Contribution Agreement, including, but not limited to, failure of conditions necessary to purchase or sell Portfolio Assets thereunder and acceleration of the Notes.

Class A-R Supplemental Margin Amount:

As of any date of determination by the Calculation Agent, the “Class A-R Supplemental Margin Amount” shall be equal to: (a)   the product of (i) the excess (if any) of (A) the quotient of (1) Repurchase Price divided by (2) Trigger over (B) Prospective Inclusion MV multiplied by (ii) the Class A-R Note Cash-Out Percentage minus (b)   the product of (i) Supplemental Margin Held multiplied by (ii) the Class A-R Note Cash-Out Percentage, where: “Prospective Inclusion MV” means, as of any date of determination, the Portfolio Inclusion MV as of such date of determination, but determined as if the trade date or contribution date for any proposed sale, disposition or acquisition of any Portfolio Asset that has been identified in a Collateral Change Event Notice (as each such term is defined in the Issuer Contribution Agreement) has already occurred; “Repurchase Price” for purposes of calculating the Class A-R Supplemental Margin Amount means the sum of: (i) all of the Repurchase Prices in respect of all Purchased

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	Securities (which shall, for the avoidance of doubt, give effect to reductions in such Repurchase Prices resulting from any Voluntary Partial Prepayment) plus (ii) the Repurchase Prices (as defined in the Class A Note Repo Confirmation) of all of the Purchased Securities (as defined in the Class A Note Repo Confirmation) under the Class A Note Repo Confirmation; “Supplemental Margin Held” means, as of any date of determination, the aggregate Market Value of all Eligible Margin held by UBS as Buyer in respect of (a) the Class A Supplemental Margin Amount (as defined in the Class A Note Repo Confirmation and (b) Class A-R Supplemental Margin Amount, in each case, but not yet returned to Seller prior to such date of determination; and “Trigger” means 65%.
Eligible Margin:	USD cash only.
Net Transaction Exposure:	As of any time, an amount equal to the excess (if any) of: (a)   the Purchased Securities Exposure Amount over (b)   an amount equal to the product of (i) the amount of Net Margin (determined exclusive of Supplemental Margin Held) provided to Buyer by Seller multiplied by (ii) the Class A-R Note Cash-Out Percentage.
Purchased Securities Exposure Amount:	An amount equal to the product of: (a) the excess (if any) of (i) the Portfolio Inclusion MV over (ii) the Market Value of the Purchased Securities, multiplied by (b) the Class A-R Note Cash-Out Percentage.
Minimum Transfer Amount:	As of any time, the Minimum Transfer Amount shall be: (a)   at all times from and including the Purchase Date to and including such time as the Purchased Securities Exposure Amount is first greater than the 10% Threshold, the 10% Threshold; or (b)   otherwise, the product of (i) USD250,000 multiplied by (ii) the Class A-R Note Cash-Out Percentage. “10% Threshold” means an amount equal to the product of (a) 10% multiplied by (b) the Portfolio Inclusion MV multiplied by (c) the Class A-R Note Cash-Out Percentage.
Net Margin:	The definition of Net Margin in paragraph 2(gg) of the Agreement shall be deleted in its entirety and replaced with the following: “The ‘Net Margin’ provided to a party at any time shall mean the excess (if any) at that time of (i) the sum of the amount of Cash Margin paid to that party (including accrued interest on such Cash Margin which has not been paid to the other party) under the Margin Maintenance provisions in this Confirmation and the Margin Maintenance provisions in the Class A Note Repo Confirmation (in each case, excluding any Cash Margin which has been repaid to the other party) over (ii) the sum of the amount of Cash Margin paid to the other party (including accrued interest on such Cash Margin which has not been paid by the other party) under the Margin

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	Maintenance provisions in this Confirmation and the Margin Maintenance provisions in the Class A Note Repo Confirmation (excluding any Cash Margin which has been repaid by the other party) and for this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time.”
Timing of Transfer of Eligible Margin:	Where Eligible Margin is to be transferred under the Margin Maintenance provisions hereof, unless otherwise agreed between the Parties, if the relevant notification is received: (a)         on a Business Day at or prior to the Margin Transfer Notification Time, then the transfer shall be made not later than the close of business on the same Business Day; and (b)         on a Business Day after the Margin Transfer Notification Time or on a day that is not a Business Day, then the relevant transfer shall be made not later than the close of business on the next Business Day after the date such notification is received. “Margin Transfer Notification Time” means 10:00 am (New York time).
Portfolio Inclusion MV:	On any date of determination by the Calculation Agent, an amount equal to the sum of: (a)         with respect to each Portfolio Asset held by the Issuer on such date, including any Zero Value Portfolio Asset, the Purchase Amount of such Portfolio Asset (as of the date of acquisition), plus (b)         the aggregate amount of all cash held by the Issuer on such date in, or required to be deposited in, the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account, plus (c)         the aggregate market value of all Eligible Investments held by the Issuer on such date which are credited, or required to be credited to, to the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account.
Market Value:	Notwithstanding paragraph 2(ee) of the Agreement, “Market Value” shall mean: (a)         with respect to Eligible Margin, the amount of cash; (b)         with respect to the Purchased Securities, on any date of determination by the Calculation Agent, an amount equal to the market value of all of the Purchased Securities, calculated as the sum of: (i)  with respect to each Portfolio Asset held by the Issuer on such date, other than any Zero Value Portfolio Asset, the product of (A) the Current Price with respect to such Portfolio Asset multiplied by (B) the Principal Balance with respect to such Portfolio Asset, in each case on such date of determination, plus (ii)   the aggregate amount of all cash held by the Issuer on such date in, or required to be deposited in, the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account, plus (iii)   the aggregate market value of all Eligible Investments held by the Issuer on such date which are credited to, or required to be credited

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	to, the Principal Collection Subaccount and Delayed-Draw/Committed Proceeds/Revolver Account. For the avoidance of doubt, Zero Value Portfolio Assets are excluded from and thus have a value of zero in the calculation of the Market Value of the Purchased Securities.
Determination of When Assets are Held or Disposed of:	For purposes of calculating Portfolio Inclusion MV, Market Value pursuant to clause (b) thereof and the status of an asset (or a portion thereof) as a Zero Value Portfolio Asset, with respect to: (a)         the Inclusion of any asset which would not, on its Inclusion Date, be a Zero Value Portfolio Asset, the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and (b)         the Inclusion of any asset which would, on its Inclusion Date, be a Zero Value Portfolio Asset, the Business Day preceding the Portfolio Asset Trade Date shall be used to determine whether and when a Portfolio Asset is held by the Issuer; (c)         the disposition of any asset, (i)  where the asset is a Zero Value Portfolio Asset which is a Defaulted Obligation, the settlement date for any disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer (and, correspondingly, in the event that the Buyer holds margin, any margin held in respect of such Defaulted Obligation shall not be released until after the sale proceeds in respect of such disposition are received), and (ii)   otherwise, (A) where the disposition is to an Approved Dealer on Approved Terms, the Portfolio Asset Trade Date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer and (B) otherwise the settlement date of such disposition shall be used to determine whether and when a Portfolio Asset is held by the Issuer; and (d)         cash to be paid or received or Eligible Investments to be liquidated in relation to Inclusion or disposition of a Portfolio Asset, such cash or Eligible Investments shall be debited or credited as of the relevant date on which such Portfolio Asset becomes or ceases to be held by the Issuer as determined by the Calculation Agent in accordance with the preceding clause (a), (b) or (c) (as applicable).
Current Price:	On any date of determination by the Calculation Agent with respect to any Portfolio Asset, including as of the related Inclusion Date of such Portfolio Asset, the net cash proceeds (expressed as a percentage of par) that would be received from the sale of such Portfolio Asset on such date, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment (as defined below), as determined by the Calculation Agent. In the event that the Issuer proposes to engage in a sale of a Portfolio Asset, the Issuer will notify the Calculation Agent of the proposed buyer, the proposed sale price and proposed settlement date in accordance with the Indenture. (If such sale is entered into, it is a “Sale”, and the agreed sale price is the “Sale Price”). After the date on which such notice is received by the Calculation Agent (the “Sale Notice Date”) and at all times until the settlement of such transaction, the Current Price (“Sale Adjusted

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Price”) will be equal to: (a)         if (x) such Sale is to an Approved Dealer on Approved Terms, (y) the Calculation Agent has received a copy of the related fully executed and delivered confirmation in substantially the form prescribed by the Loan Syndications & Trading Association or the Loan Market Association (as applicable) and (z) the Calculation Agent has determined, based on such confirmation, that such a Sale constitutes a direct sale to an Approved Dealer, the Sale Price, exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment; and (b)         if such Sale is not to one of the Approved Dealers or is not on Approved Terms, the lesser of (i) the Current Price determined as if there were no Sale and (ii) the Sale Price exclusive of accrued interest and capitalized interest and net of the related Costs of Assignment. If the Issuer is to sell a Portfolio Asset for a clean price below the Current Price of such asset (a “Low Sale”), the Seller will be obligated to transfer additional Eligible Margin required to reflect the use of the Sale Adjusted Price as the Current Price prior to, and as a condition of, consummation of the relevant Low Sale. “Approved Terms” means terms evidenced in a binding confirmation in market standard form between Issuer and the buyer under the Sale. “Costs of Assignment” means, with respect to any Portfolio Asset, the sum (without duplication) of (a) any costs of any exchange, sale, transfer or assignment transaction with respect to such Portfolio Asset that would be paid by a hypothetical seller in effecting such transaction under the terms of such Portfolio Asset or otherwise actually imposed on such hypothetical seller by any applicable trustee, administrative agent, registrar, borrower or Portfolio Asset Obligor incurred in connection with any such transaction with respect to such Portfolio Asset (including, without limitation, any amounts reimbursable by such person in respect of any tax or other governmental charge incurred with respect thereto), (b) any reasonable expenses that would be incurred by a hypothetical seller in connection with any such transaction and (c) any reasonable administrative, legal or accounting fees, costs and expenses (including, without limitation, any fees and expenses of the trustee of or outside counsel to the Portfolio Asset Obligor on such Portfolio Asset) that a would be incurred by a hypothetical seller in connection with any such transaction.

Zero Value Portfolio Asset:

(a)         Any Portfolio Asset that, at any time after the Inclusion/Amendment Date on any date of determination by the Calculation Agent, has (i) become, as determined by the Calculation Agent, a Defaulted Obligation for a continuous period of 14 calendar days, or (ii) ceased to comply with any of the Asset Eligibility Criteria; (b)         Any Illiquid Loan that is deemed to be a Zero Value Portfolio Asset as a result of Seller’s failure to comply with the requirements described in the “Third Party Valuations” provision below; (c)         Any Portfolio Asset which (i) together with any other Portfolio Assets, has resulted in a breach of any of the Repo Portfolio Criteria; provided that (i) where a Repo Portfolio Criterion is expressed as a maximum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Repo Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets which are members of the category subject to such maximum) causes the failure by the Issuer to satisfy any of the Repo Portfolio Criteria, allocated across Portfolio Assets by the Buyer (in the case

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where a Portfolio Asset violates or causes the violation of more than one of the Repo Portfolio Criteria) and (ii) where a Repo Portfolio Criterion is expressed as a minimum, a Portfolio Asset shall constitute a Zero Value Portfolio Asset as a result of a violation of the Repo Portfolio Criteria only with respect to the portion of such Portfolio Asset that (together with the equivalent and equal portions of any other Portfolio Assets that are not members of the category subject to such minimum) causes the failure by the Issuer to satisfy any of the Repo Portfolio Criteria, allocated across Portfolio Assets by the Buyer (in the case where a Portfolio Asset violates or causes a violation of more than one of the Repo Portfolio Criteria); (d)         Any Portfolio Asset that does not at the time of Inclusion satisfy the conditions and requirements set forth in Section 12.2(a) and 12.3(b) of the Indenture and that has not since such time satisfied such conditions and requirements; (e)         Any Portfolio Asset with respect to which Seller took, agreed or consented to any action under the Collateral Management Agreement, including, but not limited to, actions relating to voting rights in respect of any Portfolio Asset, without providing Buyer (acting in its capacity as Liquidation Agent or otherwise) with any prior or subsequent notice in relation thereto required by the Collateral Management Agreement within the timeframes set out therein; (f)         [reserved] (g)         Any Portfolio Asset in relation to which the Collateral Manager did not provide an Advance Restructuring Notice (as defined in the Collateral Management Agreement) when originally due under the Collateral Management Agreement; and (h)         Any Portfolio Asset in relation to which the Collateral Manager did not provide a Post-Restructuring Notice (as defined in the Collateral Management Agreement) when originally due pursuant to the Collateral Management Agreement.

Determination of Status of Certain Portfolio Assets:

For purposes hereof, whether any Portfolio Asset meets the criteria of any of the following definitions shall be determined by the Buyer as of the latest of (a) the Inclusion Date for such Portfolio Asset and (b) the most recent Amendment Date for such Portfolio Asset (such latest date, the “Inclusion/Amendment Date”): (1) Illiquid Loan; (2) Liquid Loan; (3) Middle-Market Loan; (4) Cov-Lite Loan; (5) Second Lien Loan; (6) Second Lien Liquid Loan; (7) Senior Secured First Out Loan; (8) Senior Secured Last Out Loan; (9) Senior Secured Last Out (Type I) Loan;

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	(10) Senior Secured Last Out (Type II) Loan; (11) Senior Secured Liquid Loan; (12) Senior Secured Loan; (13) Senior Secured (Large Cap) Loan: (14) Senior Secured (Type I) Loan; (15) Senior Secured (Type I CL) Loan: (16) Senior Secured (Type II) Loan; (17) Senior Secured (Type III) Loan; (18) Senior Secured (Type IV) Loan; (19) Senior Secured Bonds; (20) Non-Senior Secured Bonds; and (21) Traditional Second Lien Loan.
Zero Value Portfolio Asset EoD:	With respect to any asset which would, as of its Inclusion Date, be a Zero Value Portfolio Asset due to failure to satisfy the Asset Eligibility Criteria or Repo Portfolio Criteria, it shall be a “Zero Value Portfolio Asset EoD” if the Portfolio Asset Trade Date for the Zero Value Portfolio Asset occurs prior to the later of: (a)         one Business Day after the date on which the Issuer notified UBS of the intended Inclusion of such asset; and (b)         one Business Day after the date on which the Seller posted any additional Margin required based on recalculation of the Market Value of the Purchased Securities in connection with the acquisition of an asset that would, on its Inclusion Date, be a Zero Value Portfolio Asset (such recalculation occurring as of the Business Day preceding the Portfolio Asset Trade Date as described in clause (b) of the “ Determination of When Assets are Held or Disposed of “ provision above).
Repo Portfolio Criteria:	Criteria that are satisfied on any date of determination by Buyer so long as: (a)         the Aggregate Principal Balance of all Portfolio Assets that are Second Lien Loans does not exceed 60.0% of the Aggregate Portfolio Par Value; (b)         the Aggregate Principal Balance of all Portfolio Assets that are Middle Market Loans does not exceed 80.0% of the Aggregate Portfolio Par Value; (c)         the Aggregate Principal Balance of all Portfolio Assets consisting of Cov-Lite Loans does not exceed 0.0% of the Aggregate Portfolio Par Value; and (d)         the Aggregate Principal Balance of all Portfolio Assets consisting of Bonds does not exceed 15.0% of the Aggregate Portfolio Par Value.
Third Party Valuations:	Seller shall procure that the Initial Valuation Company or a Fallback Valuation Company provide valuations in respect of each Portfolio Asset that was, as of the

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related Inclusion Date an Illiquid Loan (an “Asset Valuation Report”) to Buyer as follows: (a)         with respect to each such Illiquid Loan acquired by the Issuer, on or before the Inclusion Date of such Illiquid Loan; and (b)         within 20 calendar days of the last day of each Asset Valuation Report Period, an Asset Valuation Report in respect of each such Illiquid Loan held by the Issuer as of such date which remains, as of the last day of such Asset Valuation Report Period, an Illiquid Loan. For purposes of the foregoing, “Asset Valuation Report Period” means each calendar quarter ending on March 31, June 30, September 30 and December 31. If, on any date of determination by the Calculation Agent, Seller has failed to procure an Asset Valuation Report in respect of one or more Illiquid Loans in accordance with the requirements of clause (a) or (b), each such Illiquid Loan omitted from such Asset Valuation Report shall be deemed to be a Zero Value Portfolio Asset until such time as such Illiquid Loan is included in a subsequent Asset Valuation Report or an equivalent report from the Initial Valuation Company or a Fallback Valuation Company delivered at any time after such date of determination (which equivalent report may be requested by Seller at any time).

Dispute Rights:

Provided that no Event of Default has occurred and is continuing with respect to Seller, if Seller in good faith has a commercially reasonable basis for disagreement with the Calculation Agent’s determination of the Current Price of any Portfolio Asset, then Seller may dispute such determination by giving notice of such dispute (a “Dispute Notice”) to Buyer and the Calculation Agent no later than (a) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute at or prior to noon (New York time) on any Business Day, by the close of business on such Business Day and (b) if Seller receives notice of the Calculation Agent’s determination of a Current Price in dispute after noon (New York time) on any Business Day, by noon (New York time) on the following Business Day. Any such Dispute Notice shall specify, in reasonable detail, the bid-side market price Seller believes should be attributed to any such Portfolio Asset, along with reasonable evidence supporting such value. Promptly following delivery of a Dispute Notice in relation to any Portfolio Asset, the Calculation Agent and Seller shall negotiate in good faith to try to agree to the disputed Current Price. If by 10:00 a.m. (New York time) on the Business Day following the day on which the Dispute Notice is delivered, the Calculation Agent and Seller are unable to agree, then: (i)  Seller shall request that the Initial Valuation Company provide an Eligible Valuation to the Calculation Agent; (ii)  if (A) no such Eligible Valuation is received by the Calculation Agent from the Initial Valuation Company by 2:00 p.m. (New York time) on the fifth Business Day following such request (a “Valuation Non-Delivery”) or (B) the Buyer in good faith has a commercially reasonable basis to disagree with the Initial Valuation Company’s Eligible Valuation (a “Valuation Disagreement”) and the Calculation Agent notifies Seller of such disagreement on the day such Eligible Valuation is received by the Calculation Agent (the earlier of such fifth Business Day and the day of such notification, the “Notification Day”), then no later than 10:00 a.m. (New

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      York time) on the Business Day next following the Notification Day, the Calculation Agent shall deliver a request (a “Back-Up Request”) to any of the Fallback Valuation Companies to provide an Eligible Valuation for such disputed Portfolio Asset; and

(iii)   the Current Price in relation to such disputed Portfolio Asset shall be:

(A)  if the Initial Valuation Company provides an Eligible Valuation and the Calculation Agent does not provide a Back-Up Request, the Resolved Current Price in relation to the Eligible Valuation provided by the Initial Valuation Company;

(B)  if the Calculation Agent provides a Back-Up Request and the Fallback Valuation Company provides an Eligible Valuation for such disputed Portfolio Asset by no later than 2:00 p.m. (New York time) on the fifth Business Day following such request, the Resolved Current Price in relation to the Eligible Valuation provided by the Fallback Valuation Company;

(C)  if the Calculation Agent provides a Back-Up Request as a result of a Valuation Non-Delivery and the Fallback Valuation Company fails to provide an Eligible Valuation for such disputed Portfolio Asset by no later than 2:00 p.m. (New York time) on the fifth Business Day following such request, the Current Price originally determined by the Calculation Agent; and

(D)  if the Calculation Agent provides a Back-Up Request as a result of a Valuation Disagreement and the Fallback Valuation Company fails to provide an Eligible Valuation for such disputed Portfolio Asset by no later than 2:00 p.m. (New York time) on the fifth Business Day following such request, the Eligible Valuation provided by the Initial Valuation Company.

If Seller has delivered a Dispute Notice, during the pendency of such dispute, the Parties shall be required to deliver or return (as applicable) margin based on the Calculation Agent’s determination in accordance with this Confirmation; provided that, following resolution of the dispute, the Parties shall be required to deliver or return (as applicable) margin based on the Current Price so determined. For the avoidance of doubt, with respect to the dispute of the Current Price of any Portfolio Asset, upon the determination of such Current Price in accordance with the foregoing, the Calculation Agent shall recalculate the relevant Market Value of the related Purchased Securities using such Current Price for such Portfolio Asset.

“Eligible Valuation” shall mean, with respect to any disputed Portfolio Asset, a valuation (which may be quoted in a range of values) for the outstanding principal amount of such Portfolio Asset (expressed as a percentage of par) that would be received from the sale of such Portfolio Asset on the date such valuation is provided, exclusive of accrued interest and capitalized interest; and

“Resolved Current Price” shall be, with respect to any Eligible Valuation that is:

(I)   quoted as a range of values where the difference between the lowest and highest values in such range (each expressed as a percentage of par) is an amount greater than 5% of par, as determined by the Calculation Agent, the

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	lowest value in such range; (II)  quoted as a range of values where the difference between the lowest and highest values in such range (each expressed as a percentage of par) is an amount less than or equal to 5% of par, as determined by the Calculation Agent, the mid-point between the lowest and highest value in such range, as determined by the Calculation Agent; and (III)   not quoted as a range of values, such Eligible Valuation.
Interest on Cash Margin:	The interest rate applicable to Cash Margin shall be a rate per annum equal to the overnight Federal Funds (Effective) Rate for each day cash is held as Margin hereunder, as reported in Federal Reserve Publication H.15-519.
Substitutions:	No substitutions of Purchased Securities shall be permitted.
3    Fees
Transaction Fees:	On each Transaction Fee Payment Date, for each Purchased Security, Seller shall pay to Buyer an amount equal to the applicable Transaction Fee Amount for such Purchased Security for the related Transaction Fee Period.
Transaction Fee Payment Dates:	For each Purchased Security, the 9th Business Day after the end of each Transaction Fee Period, subject to adjustment in accordance with the Business Day Convention.
Transaction Fee Periods:	For each Purchased Security, each period from (and including) the 15th calendar day of each calendar month (each, a “Monthly Date”) to, but excluding, the next following Monthly Date; provided that (a) the initial Transaction Fee Period shall commence on (and include) the Purchase Date for such Purchased Security and shall end on, but exclude, the 15th day of the calendar month immediately following such Purchase Date, and (b) the final Transaction Fee Period shall end on (and exclude) the Repurchase Date for such Purchased Security.
Transaction Fee Amounts:	With respect to the Purchased Securities and any Transaction Fee Period, the Transaction Fee Amount shall be the aggregated amount of the sums of the following amounts for each day in such Transaction Fee Period: (a)         with respect to the Outstanding Class A-R Funded Amount of the Purchased Securities, the product of (i) the Repurchase Price of the Purchased Securities multiplied by (ii) the Applicable Transaction Fee Rate on such day multiplied by (iii) 1/360; and (b)         with respect to the portion of the Remaining Unfunded Facility Commitment attributable to the Purchased Securities, the product of (i) the amount of such portion multiplied by (ii) the Applicable Transaction Fee Rate on such day multiplied by (iii) 1/360. Each Transaction Fee Amount shall be payable by Seller to Buyer on a Transaction Fee Payment Date for the related Transaction Fee Period.
Applicable Transaction Fee Rate:	For each Transaction Fee Period, a rate per annum equal to: (a)         with respect to the Outstanding Class A-R Funded Amount of the Purchased Securities, the sum of (i) LIBOR determined on the Reset Date for such Transaction

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	Fee Period plus (ii) the Spread; and (b)         with respect to the portion of the Remaining Unfunded Facility Commitment attributable to the Purchased Securities, (i)  if the Utilization Percentage on such day is greater than 50%, 2.25%; (ii)   otherwise, 2.50%. Where: “LIBOR”, for any Reset Date, means the London Interbank Offered Rate for the Relevant Period in respect of USD as quoted on the Bloomberg Screen BTMM Page (or such other page as may replace the Bloomberg Screen BTMM Page) under the heading “LIBOR-FIX-BBAM<GO>” (or any replacement heading) as of 11:00 a.m., London time, on the day (the “Determination Date”) that is two London banking days preceding such date. If (i) such rate does not appear on the Bloomberg Screen BTMM Page (or any replacement page) under such heading (or any replacement heading), as of such time on a Determination Date, (ii) a public statement or publication of information has been made by or on behalf of the administrator of LIBOR or a governmental authority or regulatory supervisor having jurisdiction or regulatory authority over Buyer, identifying a date after which LIBOR shall no longer be used or shall no longer be representative for determining interest rates for loans, or (iii) Buyer provides notice to Seller of a replacement rate that is appropriate for transactions that are similar to those contemplated under this Confirmation with similarly situated counterparties, LIBOR shall be deemed to be such rate as determined by the Calculation Agent. For any Transaction Fee Period that is less than the Relevant Period, LIBOR shall be determined through the use of straight line interpolation by reference to two rates based on LIBOR, one of which shall be determined as if the Relevant Period were the period of time for which rates are available next shorter than the length of the Transaction Fee Period and the other of which shall be determined as if the Relevant Period were the period of time for which rates are available next longer than the length of the Transaction Fee Period. “Relevant Period” means one month. “Reset Date” with respect to any Transaction Fee Period, means the first day of such Transaction Fee Period. “Spread” means 3.15%.
4    Miscellaneous
Voting Rights:	Where any voting or consent rights fail to be exercised in relation to any Purchased Securities, Buyer shall be entitled to exercise such voting or consent rights in its sole discretion and shall not have any obligation to arrange for voting or consent rights to be exercised in accordance with the instructions of Seller.
Business Day:	Notwithstanding paragraph 2(f) of the Agreement, “Business Day” means any day on which commercial banks are open for general business (including dealings in foreign

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	exchange and foreign currency deposits) in New York, Houston and London and that is a TARGET Settlement Day, other than a Saturday, Sunday or other day which the New York Stock Exchange or banks are authorized or obligated by law or executive order to close in New York, New York.
Business Day Convention:	The convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day so that such date will be the first following day that is a Business Day.
Unpaid Amounts:	For the avoidance of doubt, on the final Repurchase Date (whether occurring prior to, on, or after, the scheduled Repurchase Date, and whether occurring as a result of an Event of Default, a Prepayment Date, or otherwise), if there are amounts that became payable by one Party to the other Party on or prior to such Repurchase Date and which remain unpaid as at such Repurchase Date, such amounts shall remain an outstanding obligation of such Party and shall be netted with and set off against the amounts otherwise payable by the Parties on such Repurchase Date.
Interest on Amounts Payable:	Any amount due from one party to the other following the occurrence of an Event of Default shall be paid together with (to the extent permitted under applicable law) interest thereon (both before and after judgment) in USD, from (and including) the date on which such amount was originally due to (but excluding) the date such amount is paid, at a rate per annum equal to the overnight Federal Funds (Effective) Rate for each day such amount remains outstanding (as reported in Federal Reserve Publication H.15-519) plus 1% per annum. Such interest will accrue daily without compounding based on the actual number of days elapsed. The provisions of this paragraph shall supersede any conflicting provisions in paragraph 12 of the Agreement.
Tax Matters:	(a)         For (and only for) U.S. Federal income tax purposes, each Party agrees: (i) to treat the purchase hereunder of Purchased Securities as if Buyer had made a loan to Seller secured by such Purchased Securities, (ii) to treat Seller as beneficial owner of such Purchased Securities, and (iii) not to take any inconsistent position on any related tax return, unless otherwise required by applicable law. (b)         Notwithstanding anything else in the Agreement, if the defaulting Party exercises its right to assign rights to payment under paragraph 16(b) of the Agreement following an Event of Default, if any withholding or other taxes are imposed on payments to any assignee, the payor’s obligation to gross-up any such payment in respect of such tax to such assignee shall be limited to the amount of any gross-up it would have been obligated to pay immediately before any such assignment occurred. (c)         Each party shall provide the other party with a properly executed IRS Form W-8 or W-9 (as applicable). If either Party exercises its right to assign rights to payment under paragraph 16(b) of the Agreement, prior to being entitled to receive any gross-up payments in respect of any taxes withheld, any assignee will be required to submit to the payor an executed, complete IRS Form W-8 or W-9 (as applicable) establishing any available exemption or reduction from any US withholding taxes that may be imposed on the payment assigned.
Certain Covenants of Seller:	(i)         Seller agrees that Seller will not permit any securities to be issued under the Indenture to any person or entity other than Seller and that Seller will not direct or permit the Issuer to issue any securities other than in conjunction with a Purchase Date or otherwise as required under the Indenture or other transaction documents. (ii)         Seller agrees that Seller will not sell, transfer or otherwise dispose of any

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	securities issued under the Indenture (or any interest therein) other than pursuant to the Transaction. (iii)        Seller agrees that if CM Investment Partners LLC ceases to be a business development company (within the meaning of the U.S. Investment Company Act of 1940) and to file publicly-available financials as required of a public business development company, Seller will provide, or cause to be provided, to Buyer quarterly unaudited financial statements within 60 days of each quarter-end and annual audited financial statements within 120 days of the year-end, prepared in accordance with generally accepted accounting principles (as in effect in the relevant jurisdiction) (such covenant, the “CM Finance Financials Requirement”).
Notification of Events of Default:	Each Party shall notify the other Party as soon as reasonably practicable upon becoming aware of the occurrence of any Event of Default with respect to such notifying Party or event which with the giving of notice and/or lapse of time could become an Event of Default with respect to such notifying Party.
Representations and acknowledgements:	Unless agreed to the contrary expressly and in writing in this Confirmation and notwithstanding any communication that each Party (and/or its Affiliates) may have had with the other Party or any of its Affiliates, in respect of the Transaction subject to this Confirmation, each Party will be deemed to represent to the other Party on the Trade Date and each Purchase Date of the Transaction and on each date on which the Transaction is terminated (in whole or in part) that: (i)         it is entering into or terminating (in whole or in part) the Transaction for its own account; (ii)        none of the other Party or any of its Affiliates or agents are acting as a fiduciary or financial adviser for it; (iii)      it is a sophisticated investor that has made its own independent decisions to enter into the Transaction, as to whether the Transaction is appropriate or proper for it and as to any related investment, hedging and/or trading based upon its own judgment and upon advice from such legal, regulatory, tax, financial, accounting and other advisers as it has deemed necessary, and not upon any view expressed by the other Party or any of its Affiliates or agents; (iv)        it is not relying on any communication (written or oral) of the other Party or any Affiliate or agent thereof except those expressly set forth in the Agreement, except that nothing in the Agreement will limit or exclude any liability of a party for fraud; (v)        it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction, and is also capable of assuming, and assumes, the risks of the Transaction; (vi)      having made all necessary enquiries with relevant authorities, its entry into or termination (in whole or in part) of the Transaction will not contravene any applicable law, decree, regulation, regulatory guidance, regulatory request, regulatory briefing or order of any government or governmental body (including any court or tribunal); and (vii)      to the extent required to do so, it has notified relevant authorities, in a manner acceptable to such authorities, of its entry into the Transaction.

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Unless agreed to the contrary expressly and in writing in this Confirmation and notwithstanding any communication that each Party (and/or its Affiliates) may have had with the other Party, in respect of the Transaction subject to this Confirmation, each Party will be deemed to acknowledge on the date on which it enters into the Transaction that:

(a)         none of the other Party or its Affiliates provides investment, tax, accounting, legal or other advice in respect of the Transaction;

(b)         it has been given the opportunity to obtain information from the other Party concerning the terms and conditions of the Transaction necessary in order for it to evaluate the merits and risks of the Transaction; provided that, notwithstanding the foregoing, (i) it and its advisors are not relying on any communication (written or oral and including, without limitation, opinions of third party advisors) of the other Party or its Affiliates as (A) legal, regulatory, tax, business, investments, financial, accounting or other advice, (B) a recommendation to enter into the Transaction or (C) an assurance or guarantee as to the expected results of the Transaction; it being understood that information and explanations related to the terms and conditions of the Transaction are made incidental to the other Party’s business and shall not be considered (x) legal, regulatory, tax, business, investments, financial, accounting or other advice, (y) a recommendation to enter into the Transaction or (z) an assurance or guarantee as to the expected results of the Transaction and (ii) any such communication should not be the basis on which such Party has entered into the Transaction, and should be independently confirmed by such Party and its advisors prior to entering into the Transaction;

(c)         none of the Parties or any Affiliate thereof has any obligation to, and it will not, select securities or transfers of currency, with regard to the needs or interests of any person other than itself, and each Party and its Affiliates may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking business with the issuer of any Purchased Security or its affiliates or any other person or entity having obligations relating to the Purchased Securities and may act with respect to such business in the same manner as if the Transaction did not exist, regardless of whether any such action may have an adverse effect on either Party’s position under the Transaction;

(d)         each Party and its Affiliates may, whether by virtue of the types of relationships described above or otherwise, at the date hereof or at times hereafter be in possession of information in relation to the Issuer which is or may be material in the context of the Transaction and which is or may not be known to the general public or to one or both of the Parties, and the Transaction does not create any obligation on the part of any of the Parties and their respective Affiliates to disclose to either Party any such relationship or information (whether or not confidential);

(e)         neither Party makes any representations or warranties to the other in connection with, and shall have no responsibility with respect to, the accuracy of any statements, warranties or representations made in or in connection with the Purchased Securities, any information contained in any document filed by the issuer of the Purchased Securities (the “Issuer”) with any exchange or with any governmental entity regulating the purchase and sale of securities, the solvency or financial condition of the Issuer, or the legality, validity, binding effect or enforceability of the obligations of the Issuer in respect of the Purchased Securities. Each Party acknowledges that it has, independently and without reliance on the other and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into the Transaction and will continue to be responsible for making its own independent appraisal of the business, affairs and financial

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condition of the Issuer; and (f)        the Transaction does not create either a direct or indirect obligation of the Issuer owing to Seller or a direct or indirect participation in any obligation of the Issuer owing to Buyer. The Seller acknowledges that the Seller shall not have any voting rights with respect to the Purchased Securities or any other rights under or with respect to the Purchased Securities, other than as expressly set forth herein. Each Party acknowledges and agrees that (i) the Transaction to which this Confirmation relates is (x) a “securities contract”, as defined in Section 741 of the federal Bankruptcy Code, Title 11 of the United States Code, as amended (the “Bankruptcy Code”) and (y) a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the Bankruptcy Code (except insofar as the type of Securities subject to the Transaction or the term of the Transaction would render such definition inapplicable) and (ii) the exercise by either Party of any right under the Agreement to cause the liquidation, termination or acceleration of the Transaction, because of a condition of the kind specified in Section 365(e)(1) of the Bankruptcy Code shall not be stayed, avoided, or otherwise limited by operation of any provision of the Bankruptcy Code or by order of a court or administrative agency in any proceeding under the Bankruptcy Code.

Additional Seller Representations:

The following additional paragraph 9(A), subsections (i) and (ii) shall be inserted into the Agreement: “9(A). Additional Representations and Notice. (i) Seller Representations. Seller represents and warrants on and as of the date hereof and on and as of each date this Agreement or any Transaction remains outstanding: (A)         No Prohibited Transactions. Seller represents and warrants that Seller is not an “employee benefit plan” subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and all investors in Seller acquire “publicly-offered securities” within the meaning of 29 CFR § 2510.3-101. Any subsequent permitted assignee of Seller will be deemed to have represented and warranted, that (i) no portion of the assets used by such assignee to either (x) acquire and hold the Purchased Securities or (y) enter into or assume the obligations under the Transaction evidenced hereby constitutes the assets of any employee benefit plan subject to Title I of ERISA, a “governmental plan” within the meaning of Section 3(32) of ERISA, or a “plan” within the meaning of Section 4975(e)(1) of the Code or (ii) both the purchase and holding of such Purchased Securities by such assignee and the assumption of the obligations under the Transaction evidenced hereby will constitute neither (x) a non-exempt “prohibited transaction” under (and as defined in) Section 406 of ERISA or Section 4975 of the Code nor (y) a similar violation under any applicable similar federal, state, local, non-U.S. or other law, rule or regulation. (B)         Notice Requirement. Seller agrees to notify Buyer immediately if any time it learns or discovers facts at variance with the foregoing representations and warranties. (ii) Seller represents and warrants that its acquisition of the Purchased Securities

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	complied with the terms of the Indenture. (iii) Seller represents and warrants that either (i) the Purchased Securities are not required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to Section 15G of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Risk Retention Rules”) or (ii) the Purchased Securities are required to be retained by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) pursuant to the Risk Retention Rules and the entry by the Collateral Manager (or a “majority owned affiliate” of the Collateral Manager) into the transactions contemplated by the Collateral Management Agreement will not violate or conflict with the Risk Retention Rules.
Transfer; Assignment; Amendment;	Neither Buyer nor Seller will have the right to transfer, assign, amend, modify or supplement the Agreement or this Confirmation or any interest or obligation or right or benefit received in or under the Agreement or this Confirmation without the prior written consent of each party.
Disapplication and Modification of Provisions of the Annex I:	The following provisions of Annex I to the Agreement shall not apply to the Transaction evidenced by this Confirmation: Parts 1(a), 1(b), 1(d)(i), 1(d)(iii), 1(d)(iv), 1(n), 2(b), and 2(c) of Annex I.
Counterparts Clause:	This Confirmation may be signed or executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original but shall not be effective until each Party has executed and delivered at least one counterpart. All counterparts together shall constitute one and the same instrument. This has the same effect as if the signatures on the counterparts were on a single original of this Confirmation. Delivery of an executed counterpart signature page of this Confirmation by email (portable document format (“pdf”)) or facsimile copy shall be as effective as delivery of a manually executed counterpart of this Confirmation.
No effect, Inconsistency:	The terms set forth in the Confirmation for this trade shall apply only to the Transaction.
Buyer’s Bank Account Details:	Account Name: UBS AG, Stamford Branch SWIFT BIC Code: UBSWUS33 For the benefit of: UBS AG, London Branch SWIFT BIC Code: UBSWGB2L Account No.: /101-WA41275-000
Seller’s Bank Account Details:	As specified separately to Buyer from Seller.
Notices:	If to Seller: Address: CM Finance Inc. 65 East 55th Street, 15th Floor New York, New York 10022 Attention: Rocco DelGuercio and Matt Bannon Tel: (212) 380-5904

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Email: RDelGuercio@cmipllc.com, mm@cmipllc.com and mbannon@cmipllc.com If to Buyer: As specified in the Annex to the Agreement.

Governing Law:

This Confirmation and any non-contractual obligations arising out of or in connection with this Confirmation or this Transaction shall be governed by, and interpreted in accordance with, the laws of England. Each party irrevocably agrees that the courts of England or the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (the “New York Courts”) shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this the Transaction, including without limitation to any disputes arising out of or in connection with the existence, creation, validity, effect, interpretation performance and/or termination of the legal relationships established by this Confirmation and to any disputes arising out of any non-contractual obligations arising out of or in connection with this Confirmation, (respectively, “Proceedings” and “Disputes”) and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England or the New York Courts. Each party irrevocably waives any objection which it might at any time have to the courts of England or the New York Courts being nominated as the fora to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England or the New York Courts are not convenient or appropriate fora. Buyer hereby appoints the person identified in Annex I as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Buyer shall promptly appoint, and notify Seller of the identity of, a new agent in England. If Buyer fails to appoint such an agent, Buyer agrees that Seller shall be entitled to appoint one on behalf of Buyer at the expense of Buyer. Seller hereby appoints the person identified in Annex I as its agent to receive on its behalf service of process in such courts. If such agent ceases to be its agent, Seller shall promptly appoint, and notify Buyer of the identity of a new agent in England. If Seller fails to appoint such an agent, Seller agrees that Buyer shall be entitled to appoint one on behalf of Seller at the expense of Seller. Each party shall deliver to the other, within 30 days of the date of this Confirmation in the case of the appointment of a person identified in Annex I or of the date of the appointment of the relevant agent in any other case, evidence of the acceptance by the agent appointed by it pursuant to this paragraph of such appointment.

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	Any Affiliate of Buyer, performing obligations under or in connection with this Confirmation, shall be entitled to the benefits of and shall be subject to the Governing Law provisions of this Confirmation. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR ANY TRANSACTION, AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING INTO THIS CONFIRMATION. Paragraph 17 of the Agreement shall not apply to this Transaction.
5    Additional Defined Terms
The following terms shall have the respective meanings specified below: “Account” has the meaning given to such term in the Indenture. “Aggregate Portfolio Par Value” means, on any date of determination, the Aggregate Principal Balance of (a) all Portfolio Assets held by the Issuer plus (b) all Cash credited or required to be credited to the Principal Collection Subaccount and Eligible Investments acquired with such Cash. “Aggregate Principal Balance” means, when used with respect to all or a portion of the Portfolio Assets or the Collateral, the sum of the Principal Balances of all or of such portion of the Portfolio Assets or Collateral, as applicable. “Amendment Date” means, with respect to any Portfolio Asset, the effective date of any amendment or action described in Section 2(h) of the Collateral Management Agreement. “Approved Dealer” means each of Bank of America Securities LLC; Barclays Bank plc; BNP Paribas; Cantor Fitzgerald; Castle Oak; CIBC World Markets, Inc.; Citibank, N.A.; Credit Agricole Cheuveux North America, Inc.; Credit Suisse First Boston LLC; Deutsche Bank Securities Inc.; Goldman Sachs & Co.; Guggenheim; Global Hunter; Jefferies & Company Inc.; JPMorgan Chase Bank, N.A.; Macquarie; Miller Tabak Roberts Securities, LLC; Morgan Stanley & Co.; Nomura; RBC Capital Markets Corp.; SG Americas Securities LLC; Sterne, Age & Leach, Inc.; The Royal Bank of Scotland plc.; UBS AG; Wachovia Capital Markets LLC; provided that (i) the Calculation Agent may at any time, upon written notice to Seller, delete any name listed in the foregoing list so long as such deletion is consistent with the general application of its internal credit and risk policies with respect to such Approved Dealer (and not designed to circumvent the rights of Seller hereunder) and (ii) the parties may, at any time, agree in writing to add or remove an Approved Dealer to or from the foregoing list. “Asset Eligibility Criteria” has the meaning given to such term in the Indenture. “Bonds” has the meaning given to such term in the Indenture. “Cash” has the meaning given to such term in the Indenture. “Class A Note Repo Confirmation” means the Confirmation in respect of Repurchase Transaction dated as of the date hereof between CM Finance Inc. and UBS with respect to which the Purchased Securities (as defined therein)

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are the Class A Notes.

“Class A Notes” means the Class A-1 Notes and Class A-2 Notes.

“Class A-1 Notes” means the Class A-1 Notes issued under the Indenture.

“Class A-2 Notes” means the Class A-2 Notes issued under the Indenture.

“Class A-R Note Cash-Out Percentage” means the quotient (expressed as a percentage) equal to:

(a) the Repurchase Price under this Transaction

divided by

(b) the sum of (i) the Repurchase Price under this Transaction plus (ii) the aggregate Repurchase Prices under (and as defined in) the Class A Note Repo Confirmation.

“Class A-R Notes” means the Class A-R Notes issued under the Indenture.

“Collateral” has the meaning given to such term in the Indenture.

“Collateral Management Agreement” has the meaning given to such term in the Indenture.

“Collateral Manager” has the meaning given to such term in the Indenture.

“Consolidated Leverage Ratio” means, as of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset of such Portfolio Asset Obligor, the ratio of:

(a)         the Principal Balances of such Portfolio Asset and the outstanding principal amount of all other Indebtedness of such Portfolio Asset Obligor and its Subsidiaries that is of equal or higher seniority with such Portfolio Asset and is secured by a similar ranking lien or security interest in the same collateral as of such date of calculation that would be stated on a consolidated balance sheet (excluding any notes thereto); provided that, for purposes of this definition only, the amount of Indebtedness shall be determined only to the extent that it has been advanced such that any undrawn amount thereunder shall not constitute Indebtedness for purposes of this clause (a); to

(b)         EBITDA of such Portfolio Asset Obligor for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor.

“Cov-Lite Loan” means a Loan (a) which is a Non-Markit Loan and (b) with respect to which the Underlying Instrument does not include any financial covenants with which compliance is determined on an ongoing maintenance basis.

“Daily Report” has the meaning given to such term in the Indenture.

“Defaulted Obligation” has the meaning given to such term in the Indenture.

“Delayed-Draw Loan” has the meaning given to such term in the Indenture.

“EBITDA” means with respect to any Portfolio Asset and any period, (a) the meaning of the term “Adjusted EBITDA”, the term “EBITDA” or any comparable definition in the related Underlying Instrument for such period and Portfolio Asset Obligor, as reported for such period pursuant to the related Underlying Instrument, and (b) in any case that the term “Adjusted EBITDA”, the term “EBITDA” or such comparable definition is not defined in such Underlying Instrument, the sum of (i) the consolidated net income for such period of the relevant Portfolio Asset Obligor on such Portfolio Asset, plus (ii) to the extent deducted in calculating such consolidated net income,

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

“Eligible Investments” has the meaning given to such term in the Indenture.

“Expense Account” has the meaning given to such term in the Indenture.

“Fallback Valuation Company” means any of CTS Capital Advisors, LLC, Duff & Phelps, Valuation Research Corporation, GLC Advisors & Co., Houlihan Capital, Houlihan Lokey or their respective successors.

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

“Illiquid Loan” means a Loan which is not a Liquid Loan.

“Inclusion” means a substitution or contribution of Portfolio Assets to the Issuer pursuant to the Issuer Contribution Agreement or any other acquisition of Portfolio Assets by the Issuer.

“Inclusion Date” means (a) in the case of a substitution or contribution of Portfolio Assets to the Issuer pursuant to the Issuer Contribution Agreement, the settlement date of substitution or contribution or (b) in the case of any other acquisition thereof by the Issuer, the Portfolio Asset Trade Date for the acquisition thereof by the Issuer.

“Indebtedness” has the meaning given to such term in the Indenture.

“Indenture” means the Sixth Amended and Restated Indenture dated as of June 21, 2019, between CM Finance SPV Ltd. and U.S. Bank National Association, as trustee, as amended, supplemented or otherwise modified from time to time.

“Indenture Event of Default” means an “Event of Default” (as defined in the Indenture) occurs with respect to the Issuer under the Indenture.

“Initial Valuation Company” means Lincoln International LLC.

“Issuer Contribution Agreement” has the meaning given to such term in the Indenture.

“Lien” has the meaning given to such term in the Indenture.

“Liquid Loan” means any Loan which is the subject of at least two bid quotations as reported on Markit (or any successor nationally recognized loan pricing service designated by the Buyer).

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“Liquidation Agent” has the meaning given to such term in the Indenture.

“Loan” has the meaning given to such term in the Indenture.

“Markit” means Markit Ltd. and any of its subsidiaries, or any successor thereto.

“Maximum RCN Facility Funding Commitment” has the meaning given to such term in the Revolving Credit Note Agreement.

“Middle Market Loan” has the meaning given to such term in the Indenture.

“Moody’s” has the meaning given to such term in the Indenture.

“Non-Markit Loan” means any Loan for which prices are not reported on Markit (or any successor nationally recognized loan pricing service designated by the Buyer).

“Non-Senior Secured Bond” means any Bond that is not a Senior Secured Bond.

“Outstanding Class A-R Funded Amount” has the meaning given to such term in the Revolving Credit Note Agreement.

“Portfolio Asset” has the meaning given to such term in the Indenture, provided that when the relevant asset is held by the Issuer, this definition shall be subject to “Determination of When Assets are Held” above.

“Portfolio Asset Obligor” has the meaning given to such term in the Indenture.

“Portfolio Asset Trade Date” means the date on which the Issuer enters into an agreement to purchase or sell a Portfolio Asset pursuant to an Issuer Order, as such term is defined in the Indenture, given by the Collateral Manager.

“Principal Balance” has the meaning given to such term in the Indenture.

“Priority Loan Leverage Ratio” means of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset of such Portfolio Asset Obligor which is a Senior Secured Last Out Loan, the ratio of:

(a)         the Principal Balance of the Senior Secured First Out Loan relating to such Senior Secured Last Out Loan, to

(b)         EBITDA for the four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor

“Purchase Amount” has the meaning given to such term in the Indenture.

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

“Priority Revolving Loan Leverage Ratio” means, as of any date of determination with respect to any Portfolio Asset Obligor and a particular Portfolio Asset of such Portfolio Asset Obligor, the ratio of:

(a)         the outstanding principal amount of the Priority Revolving Loan(s) relating to such Portfolio Asset determined on the assumption that the maximum aggregate amount that can be borrowed under such Priority Revolving Loan(s) has already been fully advanced such that any undrawn amount thereunder shall constitute

29

outstanding principal amount for purposes of this definition; to

(b)         EBITDA of such Portfolio Asset Obligor for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available for such Portfolio Asset Obligor.

“Remaining Unfunded Facility Commitment” has the meaning given to such term in the Revolving Credit Note Agreement.

“Revolver Loan” has the meaning given to such term in the Indenture.

“Revolving Credit Note Agreement” has the meaning given to such term in the Indenture.

“S&P” has the meaning given to such term in the Indenture.

“Second Lien Liquid Loan” means any Liquid Loan that is a Second Lien Loan.

“Second Lien Loan” means any Illiquid Loan that is either (a) a Traditional Second Lien Loan or (b) a Senior Secured Last Out (Type II) Loan.

“Senior Secured (Large Cap) Loan” means any Senior Secured Loan that (a) has an applicable margin or other stated coupon less than (or equal to) 6.0%, including for such purposes any non-cash portion thereof but excluding for such purposes any portion thereof derived from the London interbank offered rate, base rate or other applicable fixed or floating reference rate, (b) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available greater than or equal to $50,000,000, (c) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 5.2x, (d) if there is a Priority Revolving Loan with respect to such Senior Secured Loan, has a Priority Revolving Loan Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Asset Obligor(s) which is less than or equal to 1.75x, and (e) is not a Senior Secured Liquid Loan.

“Senior Secured (Type I) Loan” means any Senior Secured Loan that (a) has an applicable margin or other stated coupon less than (or equal to) 9.0%, including for such purposes any non-cash portion thereof but excluding for such purposes any portion thereof derived from the London interbank offered rate, base rate or other applicable fixed or floating reference rate, (b) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available greater than or equal to $25,000,000, (c) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 5.2x, (d) if there is a Priority Revolving Loan with respect to such Senior Secured Loan, has a Priority Revolving Loan Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Asset Obligor(s) which is less than or equal to 1.75x, (e) is not a Senior Secured (Large Cap) Loan, (f) is not a Cov-Lite Loan and (g) is not a Senior Secured Liquid Loan.

“Senior Secured (Type I CL) Loan” means any Senior Secured Loan (a) which would be a Senior Secured (Type I) Loan but for the fact that such Loan is a Cov-Lite Loan and (b) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 3.5x.

“Senior Secured (Type II) Loan” means any Senior Secured Loan that (a) has an applicable margin or other stated coupon less than (or equal to) 9.0%, including for such purposes any non-cash portion thereof but excluding for such purposes any portion thereof derived from the London interbank offered rate, base rate or other applicable fixed or floating reference rate portion thereof, (b) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available less than $25,000,000 and equal to or greater than $15,000,000, (c) has a Consolidated Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Obligor(s) which is less than or equal to 5.2x, (d) if there is a Priority Revolving Loan with respect to such Senior Secured Loan, has a Priority Revolving Loan Leverage Ratio with respect to such Senior Secured Loan and the related Portfolio Asset Obligor(s) which is less than or equal to 1.75x, (e) is not a Cov-Lite

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Loan and (f) is not a Senior Secured Liquid Loan.

“Senior Secured (Type III) Loan” means any Senior Secured Loan that (a) has Portfolio Asset Obligor(s) with EBITDA for the most recent four fiscal quarters (or last twelve months if available) for which financial reports are available of less than $15,000,000 and (b) is not a Senior Secured Liquid Loan.

“Senior Secured (Type IV) Loan” means any (i) Senior Secured Loan which would otherwise be a Senior Secured (Type I) Loan or a Senior Secured (Type II) Loan but for the fact that such Loan does not meet the requirements set forth in clause (a), (c) or (d) of the definition of “Senior Secured (Type I) Loan” or “Senior Secured (Type II) Loan”, as applicable, and (ii) Senior Secured Loan which would otherwise be a Senior Secured (Type I CL) Loan but for the fact that such Loan does not meet the requirements set forth in clause (b) of the definition of “Senior Secured (Type I CL) Loan”.

“Senior Secured Bond” means any Bond that (i) is not secured solely or primarily by common stock or other equity interests, (ii) if it is subordinated by its terms, is subordinated only to indebtedness for borrowed money, trade claims, capitalized leases or other similar obligations and (iii) 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 First Out Loan” has the meaning assigned to such term in the definition of “Senior Secured Last Out Loan” herein.

“Senior Secured Last Out Loan” means any Loan that would be a Senior Secured Loan but for the fact that its terms provide that the payment of principal thereon, either prior to or after any default, event of default, financial covenant test failure or other event, is to occur after the payment of principal of any other term loan(s) (each such other term loan, a “Senior Secured First Out Loan”) of the Portfolio Asset Obligor of such loan.

“Senior Secured Last Out (Type I) Loan” means any Senior Secured Last Out Loan for which (a) the Priority Loan Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is less than 1.25x and (b) the Consolidated Leverage Ratio with respect to such Senior Secured Last Out Loan and the related Portfolio Obligor(s) is less than 4.5x.

“Senior Secured Last Out (Type II) Loan” means any Senior Secured Last Out Loan that is not a Senior Secured Last Out (Type I) Loan.

“Senior Secured Liquid Loan” means any Senior Secured Loan that is a Liquid Loan.

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

“TARGET Settlement Day” means any day on which TARGET (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open.

“Transaction Documents” has the meaning given to such term in the Indenture.

“Traditional Second Lien Loan” means any Loan that (a) is an Illiquid Loan, (b) would be Senior Secured Loan but for the fact that it is subordinated (in right of payment, liens or otherwise) to a Senior Secured Loan of the Portfolio Asset Obligor(s) other than a Priority Revolving Loan, (c) is secured by a valid second-priority perfected security interest in or Lien on (second only to a security interest or Lien securing a Senior Secured Loan) collateral consisting of all or substantially all the assets of the Portfolio Asset Obligor(s) (and in any event substantially all its assets securing any other Indebtedness); and (d) is not secured solely or primarily by common stock or other equity

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interests; provided that 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 one or more of the subsidiaries of such parent entity to the extent that (x) the granting by any such subsidiary of a Lien on its own property would violate law or regulations applicable to such subsidiary (whether the obligation secured is such Loan or any other similar type of Indebtedness owing to third parties) and (y) its own property is not subject to a Lien securing any Indebtedness.

“TRS Termination Agreement” means the termination agreement dated as of the date hereof between Buyer and Seller relating to the termination of certain total return swap transactions referencing the Class A Notes and the total return swap transactions referencing the Class A-R Notes.

“Underlying Instrument” has the meaning given to such term in the Indenture.

“Utilization Percentage” means the quotient (expressed as a percentage) of (a) Outstanding Class A-R Funded Amount divided by (b) Maximum RCN Facility Funding Commitment.

[signatures follow on the next page]

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By executing this Confirmation and returning it to us, Seller confirms that the foregoing correctly sets out the terms of the agreement of the Parties.

Yours faithfully,

UBS AG, LONDON BRANCH,

In its individual capacity and as Calculation Agent

By: _________________________________

Name:

Title:

By: _________________________________

Name:

Title:

CM Finance Inc. – Signature Page to Class A-R Confirmation

Confirmed as of the date first above written:

CM FINANCE INC.

By:

Name:

Title:

UBS – Signature Page to Class A-R Confirmation

EX-99.10.9

EXECUTION VERSION

Class A-2 Notes Subscription Agreement

June 21, 2019

CM Finance Inc.

65 East 55^th Street, 15^th Floor

New York, NY 10022

CM Finance SPV Ltd., an exempted company incorporated with limited liability under the law of the Cayman Islands (the “Issuer”), proposes to issue and sell (a) on the Amendment and Restatement Date, U.S.$26,666,667 Class A-2 Notes and (b) if the Class A-2 Purchase Option is exercised at the direction of the Collateral Manager with the prior written consent of UBS, U.S.$70,666,667 Class A-2 Notes on the Class A-2 Purchase Option Exercise Date ), in each case pursuant to the Sixth Amended and Restated Indenture, dated as of June 21, 2019 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein have the respective meanings given to such terms in the Indenture.

Subject to the terms and conditions set forth herein and in the Indenture, the Issuer proposes to issue and sell the Subject Notes to the undersigned (the “Investor”), and the Investor proposes to purchase the Subject Notes from the Issuer, on a private placement basis pursuant to an exemption under Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “Securities Act”).

The Issuer intends to use the proceeds of the Subject Notes to invest in a portfolio of collateral obligations consisting primarily of U.S. dollar denominated Loans (or a Participation Interest therein) or Bonds.

In connection with the acquisition (subject to the conditions hereof) by the Investor of the Subject Notes, the Investor hereby represents, warrants and agrees as follows:

1. Subscription

On the basis of the representations and warranties of the Issuer contained in the Indenture and the agreements contained herein, the Investor, intending to be legally bound:

(a) hereby subscribes pursuant to this Subscription Agreement (this “Agreement”) to acquire Class A-2 Notes in an aggregate principal amount equal to U.S.$26,666,667 (the “Initial Subject Notes”), at a purchase price (expressed as a percentage of par) of 100%. Such acquisition shall occur on the Amendment and Restatement Date; and

(b) subject to and conditional upon the direction of the Collateral Manager (with the prior written consent of UBS (acting in its sole discretion)) to the Sole Shareholder on or prior to the Class A-2 Purchase Option Election Date to exercise the Class A-2 Purchase Option in accordance with the terms of the Indenture, shall subscribe to acquire Class A-2 Notes in an additional aggregate principal equal to U.S.$70,666,667 (the “Purchase

Option Subject Notes”), at a purchase price (expressed as a percentage of par) of 100%. Such acquisition shall occur on the Class A-2 Purchase Option Exercise Date.

For the purposes of this Agreement, “Subject Notes” means:

(i) at any time prior to the Class A-2 Purchase Option Exercise Date, the Initial Subject Notes; and

(ii) at any time on and after the Class A-2 Purchase Option Exercise Date: (x) if the Class A-2 Purchase Option is exercised in accordance with the Indenture, collectively, the Initial Subject Notes and the Purchase Option Subject Notes; and (y) if the Class A-2 Purchase Option is not exercised in accordance with the Indenture, the Initial Subject Notes.

2. Representations

The Investor represents that:

(a) It is duly formed, validly existing and in good standing under the law of the jurisdiction of its organization.

(b) It has the full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement and it has taken all necessary action to authorize such execution, delivery and performance, and this Agreement has been duly executed and delivered by the Investor.

(c) This Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.

(d) None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof will result in a breach of, or require any consent under, the charter or by-laws (or equivalent constitutional documents) of the Investor, or any applicable law or regulation, or any order, writ, injunction or decree of any governmental authority, or any agreement or instrument to which the Investor is a party or by or to which it is bound or subject, or constitute a default under any such agreement or instrument.

(e) The Investor has participated in the preparation and negotiation of the Indenture and other Transaction Documents.

(f) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Investor of this Agreement or for the validity or enforceability hereof.

(g) No oral or written representation has been made or furnished to the Investor or its advisors in connection with the transactions described herein that was or is in any way inconsistent with the information stated herein and in the Indenture or in the other Transaction Documents.

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(h) In making its decision to purchase Subject Notes, the Investor has relied solely on the information herein and in the Indenture and other Transaction Documents.

3. Securities Act Representation

As of the date hereof, the Amendment and Restatement Date, and (if the Class A-2 Purchase Option is exercised in accordance with the Indenture) the Class A-2 Purchase Option Exercise Date, the Investor represents and warrants that it is (please check one as appropriate):

	(a) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act and it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a qualified institutional buyer and as to each of which it exercises sole investment discretion; or
X	(b) an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited Investor”), and it is acquiring the Subject Notes in reliance on an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Regulation D thereunder and it is acquiring the Subject Notes (i) for its own account (and not for the account of any family or other trust, any family member or any other Person), (ii) for the account of a trust that is an Accredited Investor and the signatory hereto is the trustee of such trust or (iii) for one or more accounts, each of which is an Accredited Investor and the signatory hereto is an agent of each such account with express authority to execute this Agreement on behalf of each such account; or
	(c) a person that is not a “U.S. person” as defined in Regulation S under the Securities Act, and it is acquiring the Subject Notes in reliance on an exemption from registration pursuant to Regulation S and it is acquiring the Subject Notes for its own account or for one or more accounts, each of which is a non-U.S. person and as to each of which it exercises sole investment discretion.

4. Investment Company Act Representation

(a) If it has checked (a) in Section 3 above, as of the date hereof, the Amendment and Restatement Date, and (if the Class A-2 Purchase Option is exercised in accordance with the Indenture) the Class A-2 Purchase Option Exercise Date, it is (please check one as appropriate):

X	(i)     a “qualified purchaser” for purposes of the United States Investment Company Act of 1940, as amended (the Investment Company Act); or
	(ii)    a company beneficially owned exclusively by one or more “qualified purchasers” with respect to the Issuer.

(b) If it has checked (i) in clause (a) above, it has done so because it is (please also check appropriate line on the enclosed signature page):

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	(i)     a natural person who owns not less than $5,000,000 in “investments,” as such term has been defined in (and as the value of such investments are calculated pursuant to) the relevant rules promulgated by the U.S. Securities and Exchange Commission (the SEC) as of the date hereof;
	(ii)    a company that owns not less than $5,000,000 in “investments” and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;
	(iii)   a trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who contributed assets to the trust, is a person described in clause (i), (ii) or (iv); or
X	(iv)   a person, acting for its own account or the accounts of other “qualified purchasers,” who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in “investments”;

(c) if it has checked (i) or (ii) in clause (a) above and if it (or, in the case of clause (ii) in clause (a) above, any beneficial owner thereof) would be an investment company but for the exclusions from the Investment Company Act provided by Section 3(c)(1) or Section 3(c)(7) thereof, (i) all of the beneficial owners of its (or such beneficial owner’s) outstanding securities (other than short-term paper) that acquired such securities on or before April 30, 1996 (“pre-amendment beneficial owners”) have consented to its (or such beneficial owner’s) treatment as a “qualified purchaser” and (ii) all of the pre-amendment beneficial owners of a company that would be an investment company but for the exclusions from the Investment Company Act provided by Section 3(c)(1) or Section 3(c)(7) thereof and that directly or indirectly owned any of its (or such beneficial owner’s) outstanding securities (other than short-term paper) have consented to its (or such beneficial owner’s) treatment as a “qualified purchaser”;

(d) it (or, if it is acquiring the Subject Notes for any other account, each such account or, if it has checked (ii) in clause (a) above, each of its beneficial owners) (A) has made investments prior to the date hereof and was not formed or recapitalized solely for the purpose of investing in the Subject Notes; (B) is not a partnership, common trust fund, or special trust, pension, profit sharing or other retirement trust fund or plan in which the partners, beneficiaries or participants may designate the particular investments to be made; and (C) represents that all Subject Notes (together with any other securities of the Issuer) purchased and held directly or indirectly by it constitute in the aggregate an investment of no more than 40% of its assets or capital; and

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(e) it understands and agrees that any purported transfer of the Subject Notes to a purchaser that does not comply with the transfer restrictions to be applicable to the Subject Notes shall be void ab initio.

5.      It understands that its entry into this Agreement and any investment in the Subject Notes involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. It has received a copy of the Indenture and other Transaction Documents, has reviewed them or had the opportunity to review them and has reviewed or had the opportunity to review financial and other information concerning (a) the Issuer, (b) the portfolio of loans and other assets held by the Issuer on the Amendment and Restatement Date (the “Upsize Portfolio”), (c) if the Class A-2 Purchase Option is exercised in accordance with the Indenture, the portfolio of loans and other assets already held by, or to be acquired by, the Issuer on the Class A-2 Purchase Option Exercise Date (the “Class A-2 Purchase Option Portfolio”), and (d) the Subject Notes, in each case to the extent it determined necessary or appropriate in order to make an informed investment decision with respect to its entry into this Agreement and any investment in the Subject Notes, including an opportunity (at a reasonable time prior to the Investor’s purchase of the Subject Notes) to ask questions and request information concerning the Issuer, the Upsize Portfolio, the Class A-2 Purchase Option Portfolio (if applicable), and the Subject Notes. It understands that (i) there is no assurance that the Amendment and Restatement Date will occur and (ii) the Subject Notes are highly illiquid and are not suitable for short-term trading, that no secondary market will develop and that the Subject Notes are a highly-leveraged investment in a portfolio consisting primarily of loans, which may expose the Subject Notes to disproportionately large losses. Distributions on the Subject Notes are not guaranteed, but are dependent on the performance of the Portfolio and other assets or investments held by the Issuer. It understands that, due to the structure of the transaction and the performance of the Portfolio and other assets or investments held by the Issuer, it is possible that payments on the Subject Notes may be deferred, reduced or eliminated entirely. It understands that the holders of the Subject Notes are not entitled to a stated return on their investment and that the Issuer will have no significant assets other than the Portfolio, and distributions on the Subject Notes will be payable solely from and to the extent of the available proceeds from the Portfolio and other assets of the Issuer, in accordance with the Priority of Payments established under the Indenture.

6.      It understands the Subject Notes will bear a legend setting forth the restrictions applicable to transfers of Subject Notes (and which are of a type described in the Indenture). It acknowledges that significant restrictions will apply to transfers of Subject Notes (to be set forth in the Indenture), and such restrictions could adversely affect its ability to sell or otherwise dispose of the Subject Notes. It is familiar with the types of such restrictions and confirms that its acquisition of the Subject Notes complies with such restrictions. It understands that any purchaser or other transferee of any Subject Notes from it will be required to comply with such restrictions and that a certificate of such compliance (substantially in the form of the certificate attached as an exhibit to the Indenture) must be delivered in connection with any such sale or transfer of the Subject Notes in certificated form and that any transferee of a beneficial interest in the Subject Notes in the form of a Global Note will be deemed to have made certain representations and warranties with respect to itself and such transfer as described in the Indenture. It confirms that it will provide notice of such restrictions and deemed representations and warranties to any prospective purchaser or other transferee.

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7.      It understands that the Subject Notes will be offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Subject Notes have not been and will not be registered under the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer the Subject Notes, such Subject Notes may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of the Indenture and the legends on such Notes, including (in certain cases) the requirement for written certifications. In particular, it understands that the Subject Notes may be transferred only to (A) a Person that is (i) a “qualified purchaser” (as defined in the Investment Company Act) 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” with respect to the Issuer and (ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act who purchases such Notes in reliance on an exemption from Securities Act registration provided by Rule 144A thereunder or (B) a person that is not a “U.S. person” as defined in Regulation S under the Securities Act and that is acquiring the Subject Notes in an offshore transaction (as defined in Regulation S thereunder) in reliance on the exemption from registration provided by Regulation S thereunder. It acknowledges that no representation is made as to the availability of any exemption under the Securities Act or any State securities laws for resale of the Subject Notes. It 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. It understands and acknowledges that the Issuer, or, on its behalf, the Collateral Manager, has the right, under the Indenture, to compel any beneficial owner of an interest in the Subject Notes that fails to comply with the foregoing requirements to sell its interest in such Subject Notes, or may sell such interest on behalf of such owner.

8.      In connection with its acquisition of the Subject Notes, it (or if it is acquiring Subject Notes for any other account, each such account) acknowledges and agrees that: (i) none of the Issuer, the Placement Agent, UBS, the Valuation Agent, the Collateral Manager, the Trustee, the Collateral Administrator or any of their respective affiliates is acting as a fiduciary or financial or investment adviser for it; (ii) it is not relying (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations of the Issuer, the Placement Agent, UBS, the Valuation Agent, the Collateral Manager, the Trustee, the Collateral Administrator or any of their respective affiliates; (iii) it has participated in the preparation and negotiation of, and has read and understands, the Indenture and other Transaction Documents; (iv) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary, and has made its own investment decisions (including decisions regarding the suitability of any investment in the Subject Notes) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Placement Agent, the Valuation Agent, the Collateral Manager, the Trustee, the Collateral Administrator or any of their respective affiliates; (v) it will hold and transfer at least the minimum denomination of such Subject Notes; (vi) it (or if it checked (ii) in Section 4(a) above, each of its beneficial owners) was not formed for the purpose of investing in the Subject Notes and (vii) it is a sophisticated investor and is purchasing the Subject Notes with a full understanding of all of the terms, conditions and risks thereof, and it is capable of assuming and willing to assume those risks.

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9. It is (please check one as appropriate):

X	(i)     a “United States person” within the meaning of Section 7701(a)(30) of the Code, and a properly completed and signed Internal Revenue Service Form W-9 (or applicable successor form) is attached hereto as Schedule A; or
	(ii)   not a “United States person” within the meaning of Section 7701(a)(30) of the Code, and a properly completed and signed applicable Internal Revenue Service Form W-8 (or applicable successor form) is attached hereto as Schedule A.

It understands and acknowledges that failure to provide the Issuer or the Trustee with the applicable tax certifications or the failure to meet its Noteholder Reporting Obligations may result (among other potential consequences) in withholding or back-up withholding from payments to it in respect of the Subject Notes.

10.      If it is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it hereby represents that it is not purchasing the Subject Notes in order to reduce its U.S. federal income tax liability pursuant to a tax avoidance plan. It also represents that it is not a member of the public in the Cayman Islands.

11.      It hereby agrees to provide the Issuer and the Trustee (i) any information as is necessary (in the sole determination of the Issuer or the Trustee, as applicable) for the Issuer and the Trustee to determine whether it is a specified United States person as defined in Section 1473(3) of the Code (a “specified United States person”) or a United States owned foreign entity as described in Section 1471(d)(3) of the Code (a “United States owned foreign entity”), (ii) any additional information that the Issuer or its agent requests in connection with Sections 1471-1474 of the Code, (iii) if the United States and the Cayman Islands have entered into an intergovernmental agreement (“IGA”), such information as may be required under the IGA and rules and regulations under applicable Cayman law implementing such IGA and (iv) any additional information that the Issuer or its agent requests in connection with Cayman FATCA.

12.      If it is a specified United States person or a United States owned foreign entity, it also hereby agrees to (x) provide the Issuer and the Trustee its name, address, U.S. taxpayer identification number, if it is a United States owned foreign entity, the name, address and taxpayer identification number of each of its “substantial United States owners” (as defined in Section 1473(2) of the Code) and any other information requested by the Issuer or its agent upon request and (y) update any such information provided in clause (x) promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. It understands and acknowledges that the Issuer may provide such information (either directly or indirectly in accordance with any governmental agreement entered into with the Cayman Islands Government related to information required by the U.S. Internal Revenue Service) and any other information concerning its investment in the Subject Notes to the U.S. Internal Revenue Service. It understands and acknowledges that the Issuer has the right, under the Indenture, to compel any beneficial owner of an interest in the Subject Notes that fails to

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comply with the foregoing requirements to sell its interest in such Subject Notes, or may sell such interest on behalf of such owner.

13.      It acknowledges and agrees that no Subject Note (or interest therein) may be acquired or owned by any Person that is classified for U.S. federal income tax purposes as a partnership, subchapter S corporation or grantor trust unless (i) (A) none of the direct or indirect beneficial owners of any interest in such Person have or ever will have more than 40% of the value of its interest in such Person attributable to the interest of such Person in any direct or indirect interest in the Issuer, and (B) it is not and will not be a principal purpose of the arrangement involving the investment of such Person in any Subject Note to permit any partnership to satisfy the 100 partner limitation of Treas. Reg. § 1.7704-1(h)(1)(ii), (ii) such Person obtains an Opinion of Counsel that such transfer will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation or (iii) (A) such Person is an Affiliate of the Collateral Manager, and (B) it is not and will not be a principal purpose of the arrangement involving the investment of such Person in any Subject Note to permit any partnership to satisfy the 100 partner limitation of Treas. Reg. § 1.7704 1(h)(1)(ii).

14.      (i) ERISA. The Investor hereby represents that (A) for so long as it holds such Subject Note or interest therein, it is not, and is not acting on behalf of, a Benefit Plan Investor; and (B) if such Person is a governmental, church, non-U.S. or other plan, (I) it is not, and for so long as it holds such Subject Note or interest therein will not be, subject to any Similar Law, and (II) its acquisition, holding and disposition of its interest in such Subject Note will not constitute or result in a violation of any applicable Other Plan Laws.

(ii) Compelled Disposition. The Investor acknowledges and agrees that:

(1)      any transfer of a beneficial interest in a Subject Note to a Person who is a Benefit Plan Investor or acting on behalf of or using the assets of any Benefit Plan Investor to acquire such Subject Note (any such Person, a Non-Permitted ERISA Holder) 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, the Trustee and the Note Registrar for all purposes;

(2)      if any Non-Permitted ERISA Holder shall become the beneficial owner of an interest in any Subject Note, the Issuer shall, promptly after discovery that such Person is a Non-Permitted ERISA Holder by the Issuer or upon notice from the Trustee (if a Trust Officer of the Trustee obtains actual knowledge), if the Trustee makes the discovery and who agrees to notify the Issuer of such discovery, send notice to such Non-Permitted ERISA Holder demanding that such Non-Permitted ERISA Holder transfer all or any portion of the Subject Notes held by such Person to a Person that is not a Non-Permitted ERISA Holder (and that is otherwise eligible to hold such Subject Notes or an interest therein) within 20 days after the date of such notice. If such Non-Permitted ERISA Holder fails to so transfer such Subject Notes the Issuer or the Collateral Manager acting for the Issuer shall have the right, without further notice to the Non-Permitted ERISA Holder, to sell such Subject Notes or interest in such Subject Notes to a purchaser selected by the Issuer that is not a Non-Permitted ERISA Holder (and that is otherwise

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eligible to hold such Subject Notes or an interest therein) on such terms as the Issuer may choose;

(3)      the Issuer, or the Collateral 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 Subject Notes and sell such Subject Notes to the highest such bidder, provided that the Collateral Manager, its Affiliates and accounts, funds, clients or portfolios established and controlled by the Collateral Manager or any of its Affiliates shall be entitled to bid in any such sale (to the extent any such entity is not a Non-Permitted ERISA Holder). However, the Issuer or the Collateral Manager may select a purchaser by any other means determined by it in its sole discretion;

(4)      by its acceptance of an interest in the Subject Notes, the Investor agrees to cooperate with the Issuer to effect such transfers;

(5)      the proceeds of such sale, net of any commissions, expenses and taxes due in connection with such sale shall be remitted to us; and

(6)      the terms and conditions of any sale under this sub-section shall be determined in the sole discretion of the Issuer, and the Issuer shall not be liable to us as a result of any such sale or the exercise of such discretion.

(iii) Affected Bank. The Investor represents that it is not (or, if applicable, the entity on whose behalf it is acting is not) an “Affected Bank.” “Affected Bank” means a “bank” for purposes of Section 881 of the Code or an entity affiliated with such a bank that is neither (x) a United States Person nor (y) entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest payments made by obligors resident in the United States to such bank are reduced to 0%.

(iv) Continuing Representation; Reliance. The Investor acknowledges and agrees that the representations contained in this Agreement shall be deemed made on each day from the date it makes such representations through and including the date on which it disposes of our interests in the Subject Notes. It understands and agrees that the information supplied in this Agreement will be used and relied upon by the Issuer and the Trustee to determine that (i) no Benefit Plan Investors own or hold any Notes and (ii) no Affected Bank, directly or in conjunction with its affiliates, owns or holds any Notes at any time.

(v) Further Acknowledgement and Agreement. The Investor acknowledges and agrees that (i) all of the assurances contained in this Agreement are for the benefit of the Issuer, the Trustee, Placement Agent and the Collateral Manager as third party beneficiaries hereof, (ii) copies of this agreement and any information contained herein may be provided to the Issuer, the Trustee, the Placement Agent the Collateral Manager, affiliates of any of the foregoing parties and to each of the foregoing parties’ respective counsel for purposes of making the determinations described above and (iii) any acquisition or transfer of the Subject Notes by the Investor that is not in accordance with the provisions of this agreement shall be null and void from the beginning, and of no legal effect.

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15.      It agrees not to seek to commence in respect of the Issuer, or cause the Issuer to commence, a bankruptcy proceeding before a year and a day has elapsed since the payment in full to the Holders of the Notes (and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer) issued pursuant to the Indenture or, if longer, the applicable preference period then in effect.

16.      To the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the Issuer, the Issuer may, upon notice to the Trustee, impose additional transfer restrictions on the Subject Notes to comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) and other similar laws or regulations, including, without limitation, requiring each transferee of a Subject Note to make representations to the Issuer in connection with such compliance.

17.      It agrees, for U.S. Federal income tax purposes, (i) not to treat the Notes as a partnership interest or any other equity interest in the Issuer, (ii) to treat the Issuer as a beneficial owner of the Portfolio Assets, and (iii) to report the investment by the Investor consistently with such treatment on all tax and information returns and other written communications with any taxing authority.

18.      It understands that the Issuer, the Trustee and the Placement Agent will rely upon the accuracy and truth of the foregoing representations, and it hereby consents to such reliance.

19.      It agrees that it shall deliver to the Issuer and its agents a properly completed and executed “Entity Self-Certification Form” or “Individual Self-Certification Form”, as applicable (in the forms published by the Cayman Islands Department for International Tax Cooperation, which forms can be obtained at http://www.tia.gov.ky/pdf/CRS_Legislation.pdf).

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

- signature page follows -

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Section to be completed by Investor:

Investor’s Name:	CM FINANCE INC.
By (please sign):
By (please sign):
Dated:
Registered Name:

Form of Subject Notes (check one):

___ Regulation S Global Notes ____

___X Rule 144A Global Notes

“Investments” owned by Investor (check one if
made a check in Section 4(b)):

___ $5,000,000 to $25,000,000

___ more than $25,000,000

Wire instructions:

Bank:                                                   

ABA #:                                                

Acct Name:                                          

Account #:                                          

Taxpayer identification number: ___________

Address for notices:

Telephone: ______________

Facsimile: ______________

Attention: ______________

Class A-2 Notes Subscription Agreement – Signature Page

Subject notes to be credited to the following account:

DTC #: _________________________

Ref: ____________________________

Account #: _______________________

Class A-2 Notes Subscription Agreement – Signature Page

ACCEPTED AND AGREED as of the day and year first written above

CM FINANCE SPV LTD.

By:                                                             

Name:

Title:

Class A-2 Notes Subscription Agreement – Signature Page

Schedule A

Internal Revenue Service Form

[Investor to attach.]

Schedule A

EX-99.10.10

EXECUTION VERSION

CM FINANCE SPV LTD.

U.S.$97,333,334 Class A-2 Notes Due 2029

CLASS A-2 NOTE PLACEMENT AGENCY AGREEMENT

(this Agreement)

June 21, 2019

UBS Securities LLC

600 Washington Boulevard

Stamford CT 06901

Attn: Legal Department (Structured Finance)

Ladies and Gentlemen:

1. INTRODUCTORY

CM Finance SPV Ltd., a Cayman Islands exempted company incorporated with limited liability under the law of the Cayman Islands (the Issuer), proposes to issue and sell up to U.S.$97,333,334 Class A-2 Notes due December 5, 2029 in an initial outstanding principal amount of U.S.$26,666,667 (the Notes), under and pursuant to (a) the Sixth Amended and Restated Indenture, dated as of June 21, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the Indenture), between the Issuer and U.S. Bank National Association, as trustee (in such capacity, together with its permitted successors and assigns in the trusts under the Indenture, the Trustee) and, solely as expressly specified in the Indenture, in its individual capacity (the Bank) and (b) the Class A-2 Notes Subscription Agreement with respect to the Notes, dated as of June 21, 2019 (the Class A-2 Notes Subscription Agreement; and, together with the Indenture, the Placement Documents), between the Issuer and CM Finance Inc. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture.

The Notes will be secured by the Collateral (as defined below), which shall be managed by CP Investments Partners LP, as collateral manager (the Collateral Manager), under the Collateral Management Agreement, dated as of May 23, 2013 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the Collateral Management Agreement), between the Issuer and the Collateral Manager, and administered by U.S. Bank National Association, as collateral administrator (the Collateral Administrator), under the Collateral Administration Agreement, dated as of May 23, 2013 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the Collateral Administration Agreement), between the Issuer and the Collateral Administrator.

Subject to the terms and conditions set forth herein, the Issuer proposes to appoint UBS Securities LLC (in such capacity as placement agent for the Notes hereunder, the Placement Agent) as its exclusive placement agent in connection with the issuance, offering and sale of the Notes on a private placement basis pursuant to an exemption under Section 4(a)(2) of the United States Securities Act of 1933, as amended (the Securities Act).

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The placement and sale of the Notes (the Placement), together with the transactions contemplated under the Indenture and the other Transaction Documents (as defined below), are collectively referred to herein as the Transaction. As used in this Agreement, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Securities Act.

The Notes will be offered by the Placement Agent on the Issuer’s behalf without being registered under the Securities Act (a) in the United States in reliance upon an exemption from the registration requirements of the Securities Act to Persons that are “qualified purchasers” (as defined in Section 3(c)(7) of the Investment Company Act of 1940, as amended) (Qualified Purchasers) and that are also “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (Qualified Institutional Buyers), (b) outside the United States to Persons that are not U.S. Persons (as defined in Regulation S under the Securities Act) (Regulation S) in offshore transactions in reliance on Regulation S and (c) in each case, in accordance with any applicable laws and the restrictions set forth in the Placement Documents and the legends in the Notes.

2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS

The Issuer represents, warrants and, as applicable, covenants to, and agrees with, the Placement Agent as follows:

Disclosure

(a) The Issuer hereby confirms that it has authorized the use of the Placement Documents in connection with the Placement.

Organization, Etc.

(b) The Issuer is an exempted company with limited liability that has been duly and validly incorporated and is existing and in good standing under the law of the Cayman Islands; the Issuer is duly licensed and duly qualified to do business as a foreign company with limited liability and is in good standing in all jurisdictions in which the ownership of its assets or in which the conduct of its business requires or shall require such qualification other than where failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect (as defined below).

Authorization of Placement

(c) (i) Each of the Placement Documents has been duly authorized by the Issuer, (ii) the issuance of the Notes will have been duly authorized by the Issuer on or prior to the Class A-2 Note Issue Date (as defined in Section 5 below), (iii) when the Notes are delivered and paid for pursuant to this Agreement on the Class A-2 Note Issue Date, (A) (1) this Agreement, (2) the Indenture, (3) the Supplemental Indenture, dated as of the Class A-2 Note Issue Date, between, among others, the Issuer and the Trustee, (4) the Second Amended and Restated Issuer Account Control Agreement, dated as of the Class A-2 Note Issue Date, between the Issuer, the Trustee, and U.S. Bank National Association, as custodian, (5) the Class A-2 Notes Subscription Agreement, (6) the Collateral Management Agreement, (7) the Amended and Restated Collateral Administration Agreement, dated as of the Class A-2 Note Issue Date, between the Collateral Administrator, the Collateral Manager and the Issuer, and (8) the Amended and Restated Issuer Contribution Agreement, dated as of the Class A-2 Note Issue Date, between, among others, the Sole Shareholder and the Issuer (collectively, the Transaction Documents) will each have been duly executed and delivered by the Issuer, (B) the Notes will have been duly executed, authenticated,

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issued and delivered and will conform to the description thereof contained in the Indenture and (C) each of the Transaction Documents and the Notes, assuming due authentication and delivery by the Trustee, will constitute valid and legally binding obligations of the Issuer and the Notes will be entitled to the benefits provided in the Indenture and enforceable in accordance with their terms, in each case except as such obligations may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law) and except as any rights to indemnity may be limited by U.S. Federal and state securities laws and public policy considerations underlying such laws, and (iv) there are no restrictions on transfers of the Notes except as required by (1) Regulation S, (2) Rule 144A, the Securities Act and any other applicable securities laws and (2) the restrictions on transfer otherwise described in the Placement Documents.

Consents

(d) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court (other than any governmental or other consents, approvals, authorizations or orders that have already been obtained by the Issuer and that are in full force and effect) is required for the consummation of the transactions contemplated by this Agreement and each of the other Transaction Documents or in connection with the issuance, offering and sale of the Notes, except where the failure to obtain such consent, approval, authorization or order would not have a Material Adverse Effect and other than as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Notes or the placement of the Notes.

No Violation

(e) The execution, delivery and performance of this Agreement and the other Transaction Documents, and the issuance, offering and sale of the Notes and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer, any of its subsidiaries or any of its properties, or any agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the properties of the Issuer is subject, or the constitutive documents of the Issuer, except for such breaches, violations or defaults that would not have a Material Adverse Effect. The Issuer has full power and authority to authorize, issue, offer and sell the Notes as contemplated by the Placement Documents.

Title to Property

(f) (i) The Issuer has good and marketable title to all properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by it and (ii) on each date on which the Issuer acquires any property or asset subject to the security interest granted pursuant to the Indenture to the Trustee for the benefit of the Secured Parties (collectively all such property, the Collateral): (A) the Issuer has or will have the power to grant a security interest in its Collateral and will have taken all necessary actions to authorize the granting of such security interest, (B) the Issuer is or will be the sole owner of such Collateral, free and clear of any security interest, lien, encumbrance or other restrictions other than (1) the security interest granted pursuant to the Indenture, (2) liens expressly permitted by the Indenture and (3) Portfolio Assets held in the form of a 100% undivided participation interests in such Portfolio Assets pending

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transfer of legal title to such Portfolio Assets within the time frame set forth in the Indenture, (C) assuming that any entity not within the control of any Affiliate of the Issuer gives all appropriate notices and takes all appropriate steps governing perfection of a security interest, the Trustee, on behalf of the Secured Parties, will have a valid and perfected security interest in such Collateral that is subject to no prior security interest, lien or encumbrance except for (1) the security interest granted pursuant to the Indenture and (2) liens expressly permitted pursuant to the Indenture and (D) the performance by the Issuer of its obligations under the Indenture will not result in the creation of any security interest, lien or other encumbrance on any Collateral other than (1) the security interest granted pursuant to the Indenture and (2) liens expressly permitted pursuant to the Indenture.

Governmental Authorizations

(g) The Issuer (i) possesses all certificates, authorizations or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it and contemplated by the Indenture, except where the failure to possess such certificates, authorities or permits would not have a Material Adverse Effect and (ii) has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, prospects, properties or results of operations of the Issuer (each such effect a Material Adverse Effect).

No Proceedings

(h) (i) There are no pending actions, suits or proceedings against or affecting the Issuer or its properties that, if determined adversely to the Issuer, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer to perform its obligations under this Agreement or the other Transaction Documents, or which are otherwise material in the context of the issuance and sale of the Notes and (ii) no such actions, suits or proceedings are, to its knowledge, threatened or contemplated.

No Material Adverse Change

(i) Since the date of incorporation of the Issuer, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Issuer, and there has been no dividend or distribution of any kind declared, paid or made by the Issuer in respect of its member interests.

Regulatory Status

(j) Neither the Issuer nor the pool of Collateral is or, after giving effect to the Placement and the application of the proceeds thereof as described in Section 3.3 of the Indenture, will be (i) an “investment company” as defined in the Investment Company Act or a company “controlled” by an investment company within the meaning of the Investment Company Act or a company that is or is required to be registered under Section 8 of the Investment Company Act or (ii) required to register under the Commodity Exchange Act of 1922, as amended, as a “commodity pool”.

No Registered or Listed Securities

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(k) On the Class A-2 Note Issue Date, no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Notes are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or quoted in a U.S. automated inter-dealer quotation system.

Registration Exemption

(l) (i) Subject to the satisfaction of the terms hereof and other Transaction Documents by the Placement Agent and all other parties thereto, the offer and sale of the Notes by the Issuer in the manner contemplated by this Agreement and the other Transaction Documents will be exempt from the registration requirements of the Securities Act by reason of Section 4(a)(2) thereof and (ii) it is not necessary to qualify the Indenture under the United States Trust Indenture Act of 1939, as amended (the Trust Indenture Act), or the rules and regulations of the United States Securities and Exchange Commission (the Commission) applicable to an indenture that is qualified thereunder.

No Integration

(m) None of the Issuer, any of its affiliates (as such term is defined in Rule 501(b) of Regulation D) (and as used herein, Affiliates), or any Person acting on its or their behalf, has offered or sold, solicited offers to buy or otherwise negotiated in respect of any “security” (as defined in the Securities Act) such that any such offer or sale is or will be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act.

No General Solicitation or General Advertising

(n) None of the Issuer, any of its Affiliates or any other Person acting on its or their behalf has engaged or will engage, in connection with the Placement, in any form of (i) general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (ii) directed selling efforts within the meaning of Rule 902(c) of Regulation S.

No Public Placement

(o) No action has been taken by the Issuer in any jurisdiction that would permit a public offering of the Notes, or the possession, circulation or distribution of any offering document with respect to the Notes, in any jurisdiction where action for such purpose is required. Accordingly, the Issuer acknowledges that the Notes may not be offered or sold, directly or indirectly, and no offering circular or any advertisements in connection with the Notes may be distributed or published, in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

Rule 144A(d)(3)

(p) The Notes satisfy the requirements of Rule 144A(d)(3) of the Securities Act.

Purpose Credit

(q) The extension of credit by any purchaser of the Notes will not cause any of the Notes to be considered “purpose credit” within the meaning given to such term by any of Regulations T, U and X of the Board of Governors of the Federal Reserve System (the Federal Reserve Board).

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No filing or registration will be required to be made pursuant to Regulation U of the Federal Reserve Board by the purchaser of any Notes.

Taxes

(r) (i) The Issuer (A) is a recently formed entity and has not yet been required to file any Tax Return (as defined below) in any applicable jurisdiction and (B) has paid all Taxes (as defined below), including withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from the Issuer, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without penalty or interest, (ii) no claim for assessment or collection of Taxes is presently being asserted against the Issuer, (iii) the Issuer is not a party to any pending action, proceeding or investigation by any governmental authority for the assessment or collection of Taxes, and the Issuer has no knowledge of any such threatened action, proceeding or investigation, (iv) no lien is presently imposed upon or asserted against any property of the Issuer as a result of or in connection with any failure, or alleged failure, to pay any Taxes and (v) as of the Class A-2 Note Issue Date, the Issuer will not have any agreement, whether or not written, providing for the payment of liabilities related to Taxes or entitlement to refunds with any other party (other than any customary gross-up provision contained in any debt securities or derivatives purchased by the Issuer). For purposes of this Agreement, the term Taxes shall mean all Federal, state, local or foreign income, payroll, employee withholding, unemployment insurance, social security, sales use, service use, leasing use, excise, franchise, gross receipts, value added, alternative or add-on minimum, estimated, occupation, real and personal property, stamp, transfer, workers’ compensation, severance, windfall profits, environmental (including taxes under Section 59A of the United States Internal Revenue Code of 1986, as amended (the Code)), or other tax, including any interest, penalty, or addition thereto, whether disputed or not, and the term Tax Return means any return, declaration, report, form, claim for refund, or information return or statement relating to Taxes or income subject to taxation, or any amendment thereto, and including any schedule or attachment thereto (excluding IRS Form W-8BEN or other similar forms regarding the status of the Issuer for U.S. Federal withholding tax purposes).

Absence of Proceedings in Respect of the Issuance and Sale of the Notes

(s) (i) No proceeding has been commenced and no statute, rule or regulation or order has been enacted, adopted or issued and no action has been taken by any governmental agency or body which prevents the issuance of the Notes or suspends the sale of the Notes in any jurisdiction, (ii) no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction has been issued with respect to the Issuer that would prevent or suspend the issuance or sale of the Notes or (iii) no action, suit or proceeding is pending against or, to the knowledge of the Issuer, threatened against or affecting the Issuer before any court or arbitrator or any governmental body, agency or official, domestic or foreign, that could reasonably be expected to interfere with or adversely affect the issuance of the Notes or in any manner draw into question the validity of the Notes, any Transaction Document or this Agreement or any action taken or to be taken pursuant hereto or thereto.

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No Event of Default

(t) As of the Class A-2 Note Issue Date, no Event of Default has occurred and no event has occurred which would (either individually or in the aggregate), with the lapse of time, constitute an Event of Default.

No ERISA Prohibited Transactions

(u) The issuance and sale of the Notes hereunder shall not involve any non-exempt prohibited transaction (as such term is defined in Section 406(a) of ERISA and Section 4975(c)(1)(A)-(D) of the United States Internal Revenue Code of 1986, as amended). The Issuer does not and will not maintain an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to ERISA.

No Withholding Taxes

(v) Under current laws and regulations of the Cayman Islands and any political subdivision thereof, all interest, principal, premium, if any, and other payments due or made on the Notes may be paid by the Issuer to the holder thereof in United States dollars, and all such payments made to holders thereof will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.

3. PLACEMENT OF NOTES

(a) Subject to the terms and conditions contained herein and on the basis of the representations and warranties set forth herein, the Issuer hereby appoints the Placement Agent as placement agent in connection with the issuance and initial offering and sale of the Notes and the Placement Agent hereby accepts such appointment. The Notes will be sold to the initial purchasers thereof at a purchase price equal to the percentage of the proposed initial outstanding principal amounts of the Notes as specified on Schedule II hereto, on a private placement basis pursuant to an exemption under Section 4(a)(2) of the Securities Act. The Placement Agent agrees to use its commercially reasonable efforts to place, on behalf of the Issuer on the Class A-2 Note Issue Date, the initial outstanding principal amount of the Notes specified on Schedule II hereto. With respect to such placement of the Notes, each of the Issuer and the Placement Agent represents and agrees (with respect to itself only) as follows:

(i) until the later of the completion of the distribution of the Notes (as notified in writing by the Placement Agent to the Issuer if later than the Class A-2 Note Issue Date) and the Class A-2 Note Issue Date, none of the Issuer, any of its Affiliates or any other Person acting on its or their behalf (other than the Placement Agent) (A) will (I) (x) directly or indirectly, (1) sell or offer, (2) attempt to offer or dispose of, (3) solicit any offer to buy, or (4) otherwise approach or negotiate in respect of the Notes or (y) engage in any form of directed selling efforts within the meaning of Rule 902 under the Securities Act or (II) offer or sell Notes by any form of general solicitation or general advertising, (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act including, but not limited to any advertisement, article, notice or other communication

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published in any newspaper, magazine, or similar media or broadcast over television or radio or at any seminar or meeting the attendees at which were invited through any general solicitation or general advertising and (B) has heretofore done any of the foregoing;

(ii) neither the Issuer nor any other Person acting on its behalf has offered or sold any security of the same or similar class as the Notes (other than the Class A-1 Notes and the Class A-R Notes) within the 12-month period ending with the date of this Agreement;

(iii) each of the Issuer and the Placement Agent shall have the right to approve (A) every form of letter, circular, notice or other written communication in connection with the offer and sale of the Notes and (B) the Persons to whom any such communication is to be directed;

(iv) each of the Placement Agent and the Issuer (and any other Person acting on behalf of the Placement Agent or the Issuer) will reasonably believe on the Class A-2 Note Issue Date that the purchasers of the Notes are (A) Qualified Purchasers, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers, that are Qualified Institutional Buyers or (B) Persons that are not U.S. Persons and are purchasing such Notes in offshore transactions in reliance on Regulation S under the Securities Act;

(v) the Placement Agent represents and warrants to, and agrees with, the Issuer that it has complied and will comply with the terms set out in Schedule I hereto;

(vi) the Issuer understands that (A) the Placement Agent is acting solely as the Issuer’s agent in the placing of the Notes and that the Placement Agent’s responsibility is limited to a “commercially reasonable efforts” basis in placing the Notes, with no understanding, express or implied, on the part of the Placement Agent of a commitment by the Placement Agent, whether as principal or agent, to purchase or place the Notes and (B) the Placement Agent is not under any obligation to make a market in the Notes; and

(vii) for the sake of convenience (A) the Placement Agent may advance its own funds on behalf of any prospective purchaser for which the Placement Agent has acted as agent and (B) upon notification from the Placement Agent, the Issuer will promptly return any funds to the Placement Agent which have been advanced on behalf of a prospective purchaser and reimburse the Placement Agent for the cost of carry, if any, if such prospective purchaser has failed to pay the Placement Agent for any Notes within seven Business Days after such settlement has been effected.

(b) The Placement Agent shall communicate to the Issuer, orally or in writing, each offer to purchase Notes, other than those rejected by the Placement Agent. The Placement Agent shall have the right, in its discretion reasonably exercised, to reject, in whole or in part, any offer received by it to purchase Notes, and any such rejection by the Placement Agent shall not be deemed a breach of the agreements contained herein.

(c) The Placement Agent represents that it has not waived the minimum denominations for the Notes as described in the Indenture and acknowledges that it shall be a condition to any waiver by the Placement Agent of such minimum denominations that the Placement Agent shall have obtained the prior written consent of the Issuer for any such waiver.

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(d) The Placement Agent represents, warrants and agrees that it has not made and will not make any invitation to the public in the Cayman Islands to subscribe for the Notes.

4. CERTAIN AGREEMENTS OF THE ISSUER

The Issuer agrees with the Placement Agent that:

(a) the Issuer will arrange for the qualification of the Notes for sale under the laws of such states in the United States as the Placement Agent designates and will continue such qualifications in effect so long as required for the sale of the Notes by the Placement Agent; provided that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such state;

(b) (i) the Issuer will furnish to the Placement Agent from time to time such information concerning the Issuer as the Placement Agent may reasonably request and (ii) in connection with the placement of the Notes by the Placement Agent, will make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Placement Agent;

(c) during the period of two years after the Class A-2 Note Issue Date, the Issuer will, upon request, furnish to the Placement Agent and any holder of Notes a copy of the restrictions on transfer applicable to the Notes;

(d) the Issuer will not be or become an investment company that is or is required to be registered under Section 8 of the Investment Company Act;

(e) (i) the Issuer will pay all of the expenses incidental to the performance of their obligations under this Agreement and the other Transaction Documents including but not limited to (A) the fees and expenses of the Trustee and its respective professional advisers, (B) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes, the preparation and printing of this Agreement, the other Transaction Documents and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Notes and (C) any reasonable expenses incurred in connection with the Placement and (ii) in addition, the Issuer will reimburse the Placement Agent upon demand for its reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred in connection with its acting as placement agent hereunder to the extent and in the manner as shall be separately agreed in writing;

(f) the Issuer will extend to the purchasers and all prospective investors in Notes the opportunity to ask questions of, and receive answers from, the Issuer concerning the Notes and the terms and conditions of the offering thereof and to obtain such information as such purchasers or prospective investors may consider necessary in making an informed investment decision, provided that the Issuer shall be under no obligation to divulge information that is proprietary or confidential;

(g) (i) all payments to be made by the Issuer hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Issuer is compelled by law to deduct or withhold such taxes, duties or charges and (ii) in that event, the Issuer so compelled shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made;

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(h) the Issuer will use the proceeds from the sale of the Notes in the manner described in Section 3.3 of the Indenture;

(i) prior to the date occurring one year after the Class A-2 Note Issue Date, the Issuer will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuer’s financial condition, earnings, or business prospects, without the prior written consent of the Placement Agent, unless in the judgment of the Issuer and its counsel, and after notification to the Placement Agent, such press release or communication is required by law;

(j) the Issuer will, for so long as any Notes are outstanding and at any time that it is not a reporting company under Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon request of any holder of Notes, furnish to such holder, and to any prospective purchaser or purchasers of Notes designated by such holder, information satisfying the requirements of subsection (d)(4) of Rule 144A under the Securities Act (it being agreed that this covenant is for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders);

(k) the Issuer will ensure that none of its Affiliates will offer, sell or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act;

(l) the Issuer will not offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act to cease to be applicable to the offer and sale of the Notes;

(m) during the period of two years after the Class A-2 Note Issue Date, the Issuer will not resell any of the Notes which constitute “restricted securities” under Rule 144 under the Securities Act that have been reacquired by it;

(n) the Issuer shall not offer the Notes in its own or any affiliated participant-directed Plan; provided that, for the purposes hereof, (i) “Plan” means an ERISA Plan or any other “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to the provisions of Section 4975 of the Code, or any entity whose underlying assets include the assets of any such plan and (ii) “ERISA Plan” means an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to the provisions or Title I of ERISA, or any entity whose underlying assets include the assets of any such plan;

(o) the Issuer will provide instructions to DTC that it take the following (or similar) actions with respect to the Global Notes:

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(i) ensure that all CUSIP numbers identifying the Global Notes have a “fixed field” attached thereto that contain “3c7” and “144A” indicators;

(ii) indicate by means of the marker “3c7” in the DTC 20-character security descriptor and the DTC 48-character additional descriptor that sales are limited to QIB/QPs;

(iii) where the DTC deliver order ticket sent to purchasers by DTC after settlement is physical, print the 20-character security descriptor on it; where the DTC deliver order ticket is electronic, employ a “3c7” indicator and make a user manual containing a description of the relevant restriction available to participants; and

(iv) send an “Important Notice” outlining the 3(c)(7) restrictions applicable to the Global Notes to all DTC participants in connection with the initial offering;

(p) the Issuer will provide instructions to Bloomberg L.P. (Bloomberg) that it take the following (or similar) actions with respect to any Bloomberg screen containing information about the Global Notes:

(i) the “Note Box” on the bottom of the “Security Display” page describing the Global Notes shall state: “144A/3c7 “ok””; and

(ii) the “Additional Security Information” page, shall state that the Global Notes “are being offered to persons who are both (x) qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (y) qualified purchasers (as defined under Section 3(c)(7) under the Investment Company Act of 1940)” or other similar language; and

(q) the Issuer will give direction to any other third-party vendor to ensure that any other third-party vendor screens containing information about the Global Notes contain information about the Global Notes substantially similar to the information set forth in clauses (i) and (ii) of clause (r) above;

5. CLOSING

Delivery of and payment for the Notes shall be made in the offices of Freshfields Bruckhaus Deringer US LLP, New York, New York, or at such other place as shall be agreed upon by the Placement Agent and the Issuer, at 10:00 a.m., New York City time, on June 21, 2019, or at such other time or date, as shall be agreed upon by the Placement Agent and the Issuer (such date and time of payment and delivery being referred to herein as the Class A-2 Note Issue Date). On the Class A-2 Note Issue Date, the Issuer shall accept payment for the Notes from the Placement Agent on behalf of the purchasers (and, for the avoidance of doubt, not as principal on its own behalf) by wire transfer of Federal (same day) funds and the Issuer shall cause the Notes to be delivered (in certificated form) to the Placement Agent or upon the Placement Agent’s order.

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6. SOLICITATIONS AND CLOSING CONDITIONS

The obligations of the Placement Agent hereunder to solicit offers to purchase the Notes and the obligation of any purchaser of Notes sold through the Placement Agent, shall in each case be subject to the accuracy, when made and on the Class A-2 Note Issue Date, of all the representations and warranties on the part of the Issuer herein, to the accuracy of the statements of officers or directors of the Issuer made pursuant to the provisions hereof, to the performance by the Issuer of its obligations hereunder, in each case in all material respects, and to the following additional conditions on or prior to the Class A-2 Note Issue Date:

(a) no stop order or injunction suspending the sale of the Notes in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened;

(b) (i) all corporate proceedings and other legal matters incident to the authorization, form and validity of the Notes, this Agreement and the other Transaction Documents, and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to the Placement Agent and (ii) the Issuer shall have furnished to the Placement Agent all documents and information that it or its counsel may reasonably request to enable it to confirm such matters;

(c) the Issuer shall have furnished to the Placement Agent a certificate, dated the Class A-2 Note Issue Date, signed by an Authorized Representative of the Issuer certifying that (i) such Authorized Representative has carefully examined the Transaction Documents, (ii) as of the Class A-2 Note Issue Date, the representations and warranties of the Issuer in this Agreement are true and correct in all material respects, the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Class A-2 Note Issue Date in all material respects, and there has been no event or development that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (iii) the proceeds from the issuance and sale of the Notes will be applied as described in Section 3.3 of the Indenture and, if applicable, the Placement Agent shall have received satisfactory evidence that the Portfolio Assets to be acquired on the Class A-2 Note Issue Date with such proceeds have been delivered or pledged to the Trustee on behalf of the Secured Parties pursuant to the terms of the Indenture;

(d) subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Transaction Documents (exclusive of any amendment or supplement thereto), there shall not have occurred any event or development that, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, the effect of which, in any such case described above, is, in the reasonable judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the Placement on the terms and in the manner contemplated in the Transaction Documents (exclusive of any amendment or supplement thereto);

(e) (i) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency which would, as of the Class A-2 Note Issue Date, prevent the issuance or sale of the Notes and (ii) no injunction, restraining order or order of any other nature by a Federal or state court of competent jurisdiction shall have been issued as of the Class A-2 Note Issue Date which would prevent or suspend the issuance or sale of the Notes;

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(f) the Supplemental Indenture dated as of the Class A-2 Note Issue Date (the Supplemental Indenture) between the Issuer and the Trustee has been duly executed and delivered by the Issuer and the Trustee, and the certificate of formation of the Issuer shall have been duly filed and the Notes shall have been duly executed and delivered by the Issuer and duly authenticated by the Trustee, all in accordance with the Indenture;

(g) there shall not have occurred any invalidation of Regulation D, Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any Rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the judgment of the Placement Agent would materially impair the ability of the Issuer to offer, issue or sell Notes as contemplated by the Transaction Documents or the ability of the Placement Agent to place Notes as contemplated hereby or by the Transaction Documents;

(h) (i) the Transaction Documents (other than the Indenture) shall have been executed and delivered by the parties thereto and shall be in full force and effect; (ii) Effective Date (as defined in the Supplemental Indenture) shall have occurred and all the conditions precedent set out in Section 3 of the Supplemental Indenture have been satisfied, and (iii) the Placement Agent shall be satisfied that the Transaction shall have been, or simultaneously with the consummation of the Placement shall be, consummated on the terms described in the Transaction Documents;

(i) Morgan Lewis & Bockius LLP, shall have furnished to the Placement Agent its written opinion relating to, among other things, the enforceability of this Agreement and the other Transaction Documents that are to be dated as of the Class A-2 Note Issue Date and to which the Issuer is party, certain securities law matters and the security interests in the Collateral addressed to the Trustee and the Placement Agent and dated the Class A-2 Note Issue Date, in form reasonably satisfactory to the Placement Agent;

(j) Alston & Bird, counsel to the Trustee, shall have furnished to the Placement Agent its written opinion, addressed to the Issuer, the Placement Agent and the Collateral Manager and dated the Class A-2 Note Issue Date, in form reasonably satisfactory to the Placement Agent; and

(k) Appleby (Cayman) Ltd., in its capacity as Cayman Islands counsel to the Issuer, shall have delivered to the Placement Agent its written opinion, addressed to the Placement Agent and dated the Class A-2 Note Issue Date, in form reasonably satisfactory to the Placement Agent.

The Issuer will furnish the Placement Agent with such conformed copies of such opinions, certificates, letters and documents as the Placement Agent may reasonably request. The Placement Agent may in its sole discretion waive compliance with any conditions to its obligations hereunder. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Placement Agent.

7. INDEMNIFICATION AND CONTRIBUTION

(a) Subject to the Priority of Payments and Section 10.3(c) of the Indenture and Section 22 hereof, the Issuer hereby indemnifies and holds harmless the Placement Agent, the Affiliates of the Placement Agent, the officers, directors, partners, employees, representatives and agents of the Placement Agent, and each Person, if any, who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages, liabilities or expenses as the same are incurred, to which the Placement Agent

Page 13

or such controlling Person may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation or the law of any other jurisdiction, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any breach or default by the Issuer of any representation, warranty or agreement made or undertaken by the Issuer in this Agreement or any other Transaction Document, and shall reimburse the Placement Agent for any and all legal or other expenses reasonably incurred by the Placement Agent and each controlling Person in connection with investigating or defending, settling, compromising or paying any such losses, claims, damages, liabilities, expenses or action as such expenses are incurred; provided, however, that the Issuer shall not be liable under this paragraph for any amount paid in settlement of claims without the Issuer’s consent, which consent shall not be unreasonably withheld.

(b) Promptly after receipt by an indemnified party under Section 7(a) of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under Section 7(a), notify the indemnifying party of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party. If any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it shall wish, may either separately or jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof and the appointment of counsel satisfactory to the indemnified party, other than reasonable costs of investigation. Nothing herein shall prevent an indemnifying party from appointing its own separate counsel if the interests of such indemnifying party conflict with the interests of any other indemnifying party jointly represented by counsel. Each indemnified party, as a condition of the indemnity agreements contained in Sections 7(a) hereof, shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action.

(c) [Reserved]

(d) The obligations of the Issuer under this Section 7 shall be in addition to any liability which the Issuer may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls the Placement Agent within the meaning of the Securities Act or the Exchange Act.

This Section 7 shall survive any termination of this Agreement for any reason whatsoever.

8. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS

The respective indemnities, agreements, representations, warranties and other statements of the Issuer or its officers and of the Placement Agent set forth in or made pursuant to this Agreement will (a) remain in

Page 14

full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any of the Placement Agent, the Issuer or any of their respective representatives, officers or directors or any controlling Person and (b) survive delivery of and payment for the Notes. If for any reason the purchase of the Notes by the initial purchasers thereof is not consummated, the Issuer shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the parties hereto pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the initial purchasers thereof is not consummated for any reason other than solely because of the occurrence of any event specified in clause (B), (C) or (D) of Section 6(g)(ii), the Issuer will reimburse the Placement Agent for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by the Placement Agent in connection with the Placement.

9. TERMINATION

The obligations of the Placement Agent hereunder may be terminated by the Placement Agent, in its absolute discretion, by notice given to the Issuer prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Section 6(d), (e), (g) or (k) shall have occurred and be continuing or any of the other conditions precedent set forth in Section 6 hereof shall not have been satisfied when required or waived.

10. NOTICES

All communications hereunder will be in writing and, (a) if sent to the Placement Agent, will be mailed, delivered or telegraphed and confirmed or sent by confirmed facsimile or electronic transmission to the Placement Agent at UBS Securities LLC, 600 Washington Blvd, Stamford, CT 06901 Attn: Legal Department (Structured Finance); and (b) if sent to the Issuer, will be mailed, delivered or telegraphed and confirmed or sent by confirmed facsimile or electronic transmission to CM FINANCE SPV LTD., c/o CM Finance Inc., 65 East 55^th Street, 15^th Floor, New York, NY 10022, Attention: Rocco DelGuercio and Matt Bannon, telephone no. (212) 257-5193, Facsmile no. (212) 257-5198, email: RDelGuercio@cmipllc.com, mbannon@cmipllc.com, and ops@cyruscapital.com.

11. SUCCESSORS

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling Persons referred to in Section 7, and no other Person will have any right or obligation hereunder, except that Holders of Notes shall be entitled to enforce the agreements for their benefit contained in Section 4(j) hereof against the Issuer as if such Holders were parties hereto.

12. COUNTERPARTS

This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts, each of which so executed will be deemed to be an original and all of which shall together constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by e-mail (PDF) or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

13. INFORMATION

The Issuer recognizes and confirms that the Placement Agent in acting pursuant to this engagement will be using information in public reports and other information provided by others, including information provided by the Issuer and its Affiliates, and that the Placement Agent does not assume responsibility for the accuracy or completeness of any such information. The Issuer agrees that the advice of the Placement

Page 15

Agent is for the use and information of the Issuer’s management, officers and Sole Member only, and the Issuer will not disclose such advice to others (except its professional advisors and except as required by law) or summarize or refer to such advice without the prior written consent of the Placement Agent.

14. OTHER TRANSACTIONS

The Issuer acknowledges that the Placement Agent and its affiliates may have and may in the future have investment and commercial banking, trust and other relationships with parties other than the Issuer, which parties may have interests with respect to the Placement. Although the Placement Agent in the course of such other relationships may acquire information about the Placement, potential purchasers of the Notes or such other parties, the Placement Agent shall have no obligation to disclose such information to the Issuer. Furthermore, the Issuer acknowledges that the Placement Agent may have fiduciary or other relationships whereby the Placement Agent may exercise voting power over securities of various Persons, which securities may from time to time include securities of the Issuer or its Affiliates or of potential purchasers of Notes. The Issuer acknowledges that the Placement Agent may exercise such powers and otherwise perform its functions in connection with such fiduciary or other relationships without regard to its relationship to the Issuer hereunder.

15. BUSINESS DAY

For purposes of this Agreement, “Business Day” means any day on which The New York Stock Exchange, Inc. is open for trading.

16. HEADINGS

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

17. SCHEDULES

Any Schedule attached hereto is hereby incorporated herein by reference and made a part hereof.

18. GOVERNING LAW, ETC.

(a) This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating to this Agreement (whether in contract, tort or otherwise) shall be governed by, the law of the State of New York.

(b) Each of the Issuer and the Placement Agent hereby (i) submits to the non-exclusive jurisdiction of the Supreme Court of the United State of New York sitting in the Borough of Manhattan in the City of New York and of the United States District Court from the Southern District of New York, and any appellate court thereof, in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (Legal Proceedings) and (ii) waives any objection which it may have at any time to the laying of venue of any Legal Proceedings brought in any such court, waives any claim that such Legal Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Legal Proceedings, that such court does not have any jurisdiction over it.

19. WAIVER OF JURY TRIAL

Page 16

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDINGS. Each party hereby (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of Legal Proceedings, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

20. AMENDMENTS

This Agreement may not be amended, changed, modified or terminated except by the Issuer and the Placement Agent in writing.

21. NON-PETITION COVENANT

Notwithstanding any other provision of this Agreement, the Placement Agent may not, prior to the date which is one year and one day (or, if later, upon the conclusion of the then applicable preference period) after the payment in full of all the Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under United States Federal or state bankruptcy laws, or any similar laws.

22. LIMITED RECOURSE; PAYMENTS PURSUANT TO INDENTURE

Notwithstanding anything to the contrary herein, the obligations of the Issuer hereunder are limited recourse obligations of the Issuer, payable solely from the Collateral, and following the exhaustion of such Collateral, all obligations of and any claims against the Issuer hereunder or arising in connection herewith shall be extinguished and shall not thereafter revive. All payments by the Issuer to the Placement Agent hereunder after the Class A-2 Note Issue Date shall be made subject to and in accordance with Section 10.3(c) of the Indenture. The Issuer’s obligations hereunder will be solely the corporate obligations of the Issuer. The Placement Agent will not have any recourse to any of the directors, managers, officers, employees, agents, members, interest-holders or Affiliates of the Issuer with respect to claims, losses, damages, liabilities, indemnities or other obligations of the Issuer in connection with any transactions contemplated hereby.

23. ACKNOWLEDGMENT OF SECURITY INTEREST

The Placement Agent hereby acknowledges and consents to the Issuer’s Grant of all its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising out of this Agreement (including, without limitation, its rights to payments due to it hereunder or with respect hereto), pursuant to the terms of the Indenture, to the Trustee, for the benefit of the Secured Parties, and further acknowledges and agrees that the Trustee may directly enforce the rights of the Issuer hereunder. The Issuer hereby irrevocably appoints the Trustee its agent and attorney-in-fact for enforcing its rights hereunder, which appointment is coupled with an interest, and the Issuer confirms that notice of such appointment has been effectively given to the Trustee. The Placement Agent agrees that, unless notified in writing by the Trustee of other payment instructions, any and all amounts payable by it to the Issuer under this Agreement will be paid to the Trustee, at such account as specified by the Trustee in writing to the Placement Agent.

Page 17

- signature page follows -

Page 18

If the foregoing is in accordance with your understanding of the agreement between the Issuer and the Placement Agent, kindly indicate your acceptance in the space provided for that purpose below.

Very truly yours,

CM FINANCE SPV LTD.,

as Issuer

By:                                         

Name:

Title:

Class A-2 Note Placement Agency Agreement – Signature Page

Accepted:

UBS SECURITIES LLC,

as Placement Agent

By:                                              

Name:

Title:

By:                                              

Name:

Title:

Class A-2 Note Placement Agency Agreement – Signature Page

SCHEDULE I

General

1.     The Placement Agent represents and warrants that (a)(i) no action has been or will be taken in any jurisdiction by the Placement Agent that would permit a public offering of the Notes, on the Issuer’s behalf, or possession, circulation or distribution of the Placement Documents or any other material relating to the Issuer or the Notes, in any country or jurisdiction where action for that purpose is required, (ii) it will comply with all applicable laws and regulations in each jurisdiction in which it offers, sells or delivers Notes, on the Issuer’s behalf, or has in its possession or distributes the Placement Documents or any such other material (including, to the extent applicable, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56 (2001)) in the Placement Agent’s capacity as a registered broker-dealer regulated by FINRA), in all cases at its own expense, and (iii) it will ensure that no obligations are imposed on the Issuer in any such jurisdiction as a result of any of the foregoing actions and (b) the Issuer will have no responsibility for, and the Placement Agent will obtain any consent, approval or permission required by the Placement Agent for, the offer, sale or delivery by it, on the Issuer’s behalf, of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any offer, sale or delivery.

United States

2.1    The Placement Agent represents, warrants and agrees that (a) it understands that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from the registration requirements of the Securities Act, (b) it understands that, with respect to the Placement, the Notes may not be sold to, or for the account of, any Person that is a U.S. Person unless such Person is both (1) a Qualified Purchaser, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (2) a Qualified Institutional Buyer, (c) it has not offered or sold Notes and will not offer or sell Notes, except as provided in paragraph 2.2 below, (d) except (x) in a transaction in accordance with Regulation S under the Securities Act to Persons that are not U.S. Persons or (y) as provided in paragraph 2.2 below, neither it, its affiliates (if any) nor any Persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and it and they have complied and will comply with the offering restrictions requirements of Regulation S, (e) at or prior to confirmation of sale of Notes (other than sale of Notes pursuant to paragraph 2.2 below), it will have sent to each distributor, dealer or Person receiving a selling concession, fee or other remuneration that purchases Notes from the Issuer, a confirmation or notice to substantially the following effect:

“The Notes covered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to Section 4(a)(2) of, the Securities Act. Terms used above have the meaning given to them by Regulation S under the Securities Act”.

2.2    The Placement Agent agrees that it will not, acting solely as agent on the Issuer’s behalf, offer any Notes in the United States other than Notes in registered form bearing a restrictive legend

Page 21

thereon, and it will not, acting solely as agent on the Issuer’s behalf, offer, reoffer or resell any of such Notes (or approve the sale or resale of any of such Notes):

(a) except (i) inside the United States through a U.S. broker dealer that is registered under the Exchange Act to investors each of which is a Qualified Purchaser that either the Placement Agent reasonably believes has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the risks of investing in the Notes or is represented by a fiduciary or agent with sole investment discretion having such knowledge and experience and (A) the Placement Agent reasonably believes is a Qualified Institutional Buyer or (ii) otherwise in accordance with the restrictions on transfer set forth in such Notes, this Agreement and the Placement Documents; or

(b) by means of any form of general solicitation or general advertisement, including but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio and (ii) any seminar or meeting whose attendees have been advised by any general solicitation or general advertising.

Prior to the sale of any Notes in registered form bearing a restrictive legend thereon, the Placement Agent shall have provided each offeree that is a U.S. Person with a copy of the Placement Documents, as applicable, in the form the Issuer and the Placement Agent shall have agreed most recently shall be used for offers and sales in the United States.

2.3     The Placement Agent represents and warrants that it is a sophisticated investment bank with the ability to screen purchasers.

2.4     The Placement Agent represents and warrants that it has informed each initial purchaser of Notes that all sales and resales of the Notes in the United States or to U.S. Persons (within the meaning given to such term in Regulation S) must be made in reliance upon an exemption from the registration requirements of the Securities Act only to investors that are both (1) a Qualified Purchaser, or an entity owned (or in the case of Qualified Purchasers, beneficially owned) by one or more Qualified Purchasers and (2) a Qualified Institutional Buyer.

2.5     The Placement Agent acknowledges (a) that it is its intent and that it understands it is the intent of the Issuer and of the Issuer’s sole shareholder, CM Finance Inc. (as successor to CM Finance LLC), that, for purposes of U.S. Federal, state and local income and franchise taxes and any other income taxes, (i) the Notes will not be treated as outstanding or as equity interests in the Issuer and (ii) the Issuer will not be subject to U.S. Federal income tax on its net income because it will be treated as disregarded as an entity separate from CM Finance Inc. (as successor to CM Finance LLC), and (b) it agrees to such treatment and agrees to take no action inconsistent with such treatment, unless otherwise required by any taxing authority under applicable law.

United Kingdom

3.     The Placement Agent represents and agrees that (a) it has not offered or sold, and, prior to the expiration of six months from the closing of the Placement, will not offer or sell, any Notes to Persons in the United Kingdom except to Persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments, whether as principal or agent, for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of

Page 22

Securities Regulations 1995, (b) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the FSMA) of the United Kingdom with respect to anything done by the Placement Agent in relation to the Notes in, from or otherwise involving the United Kingdom and (c) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue and sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.

Cayman Islands

4.     The Placement Agent represents and agrees that it has not offered or sold any Notes to a Person who is a member of the public in the Cayman Islands.

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SCHEDULE II

Purchase Price of Notes

Notes	Aggregate Principal Amount	Purchase Price
Class A-2 Note	U.S.$97,333,334	100%

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CONTENTS

Section		Page
1.	INTRODUCTORY		1
2.	REPRESENTATIONS, WARRANTIES AND AGREEMENTS		2
	Disclosure		2
	Organization, Etc.		2
	Authorization of Placement		2
	Consents		3
	No Violation		3
	Title to Property		3
	Governmental Authorizations		4
	No Proceedings		4
	No Material Adverse Change		4
	Regulatory Status		4
	No Registered or Listed Securities		4
	Registration Exemption		5
	No Integration		5
	No General Solicitation or General Advertising		5
	No Public Placement		5
	Rule 144A(d)(3)		5
	Purpose Credit		5
	Taxes		6
	Absence of Proceedings in Respect of the Issuance and Sale of the Notes		6
	No Event of Default		7
	No ERISA Prohibited Transactions		7
3.	PLACEMENT OF NOTES		7
4.	CERTAIN AGREEMENTS OF THE ISSUER		9
5.	CLOSING		11
6.	SOLICITATIONS AND CLOSING CONDITIONS		12
7.	INDEMNIFICATION AND CONTRIBUTION		13
8.	SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS		14
9.	TERMINATION		15
10.	NOTICES		15
11.	SUCCESSORS		15
12.	COUNTERPARTS		15
13.	INFORMATION		15
14.	OTHER TRANSACTIONS		16
15.	BUSINESS DAY		16
16.	HEADINGS		16
17.	SCHEDULES		16
18.	GOVERNING LAW, ETC.		16
19.	WAIVER OF JURY TRIAL		16
20.	AMENDMENTS		17

21.	NON-PETITION COVENANT	17
22.	LIMITED RECOURSE; PRIORITY OF PAYMENTS	17
23.	ACKNOWLEDGMENT OF SECURITY INTEREST	17

Page II

Dated as of June 21, 2019

CM FINANCE SPV LTD.,

as Issuer

and

UBS SECURITIES LLC,

as Placement Agent

CLASS A-2 NOTE PLACEMENT AGENCY

AGREEMENT

EX-99.10.11

EXECUTION VERSION

Dated as of June 21, 2019

CM FINANCE SPV LTD.,

as Issuer

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

U.S. BANK NATIONAL ASSOCIATION,

as Custodian

SECOND AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT

CONTENTS

SECTION		PAGE
1.	INTERPRETATION	3
2.	APPOINTMENT OF CUSTODIAN	4
3.	THE ACCOUNTS	4
4.	THE CUSTODIAN	7
5.	INDEMNITY, LIMITATION ON DAMAGES, EXPENSES, FEES, ETC.	8
6.	REPRESENTATIONS	9
7.	TRANSFER	10
8.	TERMINATION	11
9.	MISCELLANEOUS	11
10.	NOTICES	13
11.	GOVERNING LAW AND JURISDICTION	13
12.	DEFINITIONS	14

SECOND AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT

THIS SECOND AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of June 21, 2019, is entered into by and between CM FINANCE SPV LTD., a Cayman Islands exempted company incorporated with limited liability under the law of the Cayman Islands (the Issuer) and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, together with any permitted successors in such capacity, the Trustee) under the Indenture referred to below; and U.S. BANK NATIONAL ASSOCIATION (the Bank), as securities intermediary, bank and custodian (collectively, in such capacities, together with any permitted successors in such capacity, the Custodian).

This Agreement amends, restates and supersedes that certain Account Control Agreement, dated as of December 4, 2013 (as may be amended, restated, supplemented or otherwise modified from time to time prior to the date hereof), between the Issuer, the Trustee (named and defined therein) and the Bank (named and defined therein).

In consideration of the mutual agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

INTERPRETATION

1.

(a) Definitions. The terms defined in Section 12 will have the meanings therein specified for the purpose of this Agreement. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture.

(b) Rules of Construction. Unless the context otherwise clearly requires: (i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (v) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (vi) any reference herein to any Person shall be construed to include such Person’s successors and assigns; (vii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; and (viii) all references herein to Sections and

Page 3

Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement.

APPOINTMENT OF CUSTODIAN

2.        On the terms and subject to the conditions of this Agreement and, with respect to the Class A-R Prepayment Account, the Revolving Credit Note Agreement, and pursuant to Section 3.2(a) of the Indenture, the Issuer hereby appoints the Bank as custodian, bank and securities intermediary hereunder, with its address at 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, Attention: Global Corporate Trust – CM Finance SPV. Ltd., Email: CM.Finance.SPV@usbank.com. The Bank hereby accepts such appointment and agrees to abide by the terms and conditions of the Indenture as it relates to the Custodian.

THE ACCOUNTS

3.

(a) Status of Accounts and Relationship of Parties. The Custodian represents and agrees that:

(i) it has established and is maintaining on the books and records of its office the following accounts:

(A) the account number 190017-700 and designated the Custodial Account;

(B) the account number 190017-200 and designated the Payment Account;

(C) the account number 190017-201 and designated the Interest Collection Subaccount,

(D) the account number 190017-202 and designated the Principal Collection Subaccount;

(E) the account number 190017-203 and designated the Expense Account;

(F) the account number 190017-204 and designated the Delayed-Draw/Committed Proceeds Account;

(G) the account number 190017-205 and designated the Class A-R Prepayment Account with respect to which UBS AG, London Branch is the related Class A-R Noteholder;

(H) the account number 190017-701 and designated the Sold PI Loan Collection Subaccount; and

Page 4

(I) the account number 190017-702 and designated the Portfolio Gains Account,

(said accounts, together with any replacements thereof or substitutions therefor and all sub-accounts thereunder, individually, an Account and, collectively, the Accounts); and

(ii) each of the Accounts is (A) a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Custodian is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and the Issuer is the sole “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) (except for the Class A-R Prepayment Account, with respect to which the Trustee is the sole “entitlement holder”) of the “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC) with respect to each “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC) standing to the credit of such Account and (B) a “deposit account” (within the meaning of Section 9-102 of the UCC) in respect of which the Custodian is a “bank” and the Issuer is the Custodian’s “customer” (within the meaning of Section 4-104(1)(e) of the UCC) (except for the Class A-R Prepayment Account, with respect to which the Trustee is the Custodian’s “customer”) with respect to any cash credited thereto.

(b) Treatment of Property as Financial Assets. The Custodian hereby agrees that each security or instrument or other property (other than cash) credited to each of the Accounts shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); provided that, notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that the Issuer has acquired, and may from time to time receive, interests in bank loans, participations therein or letters of credit (collectively Loan Assets) which are not evidenced by, or accompanied by delivery of, a “security” (as that term is defined in UCC Section 8-102(a)(15)) or an “instrument” (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Custodian of a facsimile copy of an assignment agreement (an Assignment Agreement) in favor of the Issuer, as assignee, that any such Assignment Agreement (and the registration of the related Loan Asset on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Issuer, and that if and to the extent any Loan Assets are credited to any Accounts described herein, any duty on the part of the Custodian to maintain such financial asset shall be limited to the exercise of reasonable care by the Custodian in the physical custody of any such Assignment Agreement that may be delivered to it. The Custodian is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Assignment Agreement or Issuer’s title to the related Loan Asset, and nothing herein shall be construed to require the Custodian to credit to the Accounts or to treat as a

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financial asset any asset in the nature of a “general intangible” (as defined in Section 9-102(42) of the UCC) or to “maintain” a sufficient quantity thereof.

(c) Actions Upon Instructions. The Custodian, as securities intermediary, agrees that, with respect to the Accounts (i) the Custodian shall only comply with “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) originated by the Trustee without further consent by the Issuer; and (ii) the Custodian shall not agree, subject to the foregoing, with any Person to act on “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) or other instructions originated by any Person other than the Trustee. The Custodian, as bank, agrees that, with respect to the Accounts, the Custodian shall only comply with instructions originated by the Trustee directing disposition of the funds in the deposit accounts without further consent by the Issuer.

(d) Form of Securities, Instruments, Etc. All securities and other financial assets credited to any of the Accounts that are in registered form or that are payable to or to order shall be (i) registered in the name of, or payable to or to the order of, the Custodian; (ii) indorsed to or to the order of the Custodian or in blank; or (iii) credited to another securities account maintained in the name of the Custodian; and in no case will any financial asset credited to any of the Accounts be registered in the name of, or payable to or to the order of, the Issuer or indorsed to or to the order of the Issuer, except to the extent the foregoing have been specially indorsed to or to the order of the Custodian or in blank.

(e) Securities Intermediary’s Jurisdiction. The Custodian agrees that its “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC), with respect to each Account and the securities account sub-account thereof, is the State of New York.

(f) Bank’s Jurisdiction. The Custodian agrees that its “bank’s jurisdiction” (within the meaning of Section 9-304(b) of the UCC), with respect to each Account and the deposit account sub-account thereof, is the State of New York.

(g) Not a Clearing Corporation. The Custodian is not a “clearing corporation” (within the meaning of Section 8-102(a)(5) of the UCC) and is a “bank” (within the meaning of Section 9-102(a)(8) of the UCC).

(h) Conflicts with other Agreements. The Custodian agrees that, if there is any conflict between this Agreement and any other agreement relating to any of the Accounts, the provisions of this Agreement, including any governing law clause, shall control.

(i) Credit to Accounts. The Custodian agrees that all securities and other property delivered to it pursuant to the Indenture shall be promptly credited to the appropriate Account.

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THE CUSTODIAN

4.

(a) No Change to Accounts. Without prior written notice to the Issuer and the Trustee, the Custodian will not change the account number or designation of any Account.

(b) Certain Information. The Custodian shall promptly notify the Trustee if any Person asserts or seeks to assert a lien, encumbrance or adverse claim against any portion or all of the property credited to any of the Accounts. The Custodian will send copies of all statements and confirmations that it may receive for each of the Accounts simultaneously to the Issuer and the Trustee.

(c) Subordination. The Custodian hereby subordinates to the security interest of the Trustee in the Accounts, in all property credited thereto and in all security entitlements with respect to such property, any and all statutory, regulatory, contractual or other rights now or hereafter existing in favor of the Custodian over or with respect to the Accounts, all property credited thereto and all security entitlements to such property (including (i) any and all contractual rights of set-off, lien or compensation; (ii) any and all statutory or regulatory rights of pledge, lien, set-off or compensation; (iii) any and all statutory, regulatory, contractual or other rights to put on hold, block transfers from or fail to honor instructions of the Trustee with respect to the Accounts; or (iv) any and all statutory or other rights to prohibit or otherwise limit the pledge, assignment, collateral assignment or granting of any type of security interest in the Accounts); provided that the Custodian may set off the face amount of any checks or other amounts which have been credited to the Accounts but are subsequently returned unpaid or reversed because of uncollected or insufficient funds.

(d) Limitation on Liability. The Custodian shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, the Custodian shall not be subject to any fiduciary or other implied duties, and the Custodian shall not have any duty to take any discretionary action or exercise any discretionary powers. None of the Custodian, any Affiliate of the Custodian, or any officer, agent, stockholder, partner, member, director or employee of the Custodian or any Affiliate of the Custodian shall have any liability, whether direct or indirect and whether in contract, tort or otherwise, (i) for any action taken or omitted to be taken by any of them hereunder or in connection herewith unless there has been a final judicial determination that such act or omission was performed or omitted in bad faith or constituted gross negligence, fraud or willful misconduct or (ii) for any action taken or omitted to be taken by the Custodian at the express direction of the Issuer or the Trustee unless such action taken or omitted to be taken is so done in violation of the terms of this Agreement. In addition, the Custodian shall have no liability for making any investment or reinvestment of any cash balance in the Accounts, other than

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for the failure to comply with investment or reinvestment instructions given by the Trustee in accordance with the Indenture. The liabilities of the Custodian shall be limited to those expressly set forth in this Agreement. With the exception of this Agreement, the Custodian is not responsible for or chargeable with knowledge of any terms or conditions contained in any agreement referred to herein. Notwithstanding any other provision herein, the Custodian shall in no event be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Custodian has been advised of such loss or damage and regardless of the form of action. In performing its duties hereunder, the Custodian shall be entitled to all of the rights, priorities and immunities afforded to the Trustee under the Indenture.

(e) Reliance. The Custodian shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing delivered to the Custodian under or in connection with this Agreement and believed by it to be genuine and to have been signed or sent by the proper Person. The Custodian may consult with legal counsel, Independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

INDEMNITY, LIMITATION ON DAMAGES, EXPENSES, FEES, ETC

5.

(a) Indemnity. Subject always to Section 9(i), the Issuer hereby indemnifies and holds harmless the Custodian, its Affiliates and their respective officers, directors, employees, representatives and agents (collectively referred to for the purposes of this Section 5(a) as the Custodian), against any loss, claim, damage, expense or liability, joint or several, or any action in respect thereof, to which the Custodian may become subject, whether commenced or threatened, insofar as such loss, claim, damage, expense, liability or action arises out of or is based upon the execution, delivery or performance of this Agreement, but excluding any such loss, claim, damage, expense, liability or action arising out of the bad faith, gross negligence, fraud or willful misconduct of the Custodian, and shall reimburse the Custodian promptly upon demand for any legal or other expenses reasonably incurred by the Custodian in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred.

(b) Limitation on Damages. No claim may be made by the Issuer against the Custodian or the Trustee or any officer, agent, stockholder, partner, member, director or employee of either of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or relating to this Agreement or the transactions

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contemplated hereby or any act, omission or event occurring in connection therewith, and the Issuer hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(c) Expenses and Fees. To the extent that funds credited to the Expense Account are available therefor in accordance with Section 10.3(c) of the Indenture and subject to Section 9(i), the Issuer shall be responsible for, and hereby agrees to pay, all reasonable costs and expenses incurred by the Custodian and the Trustee in connection with the establishment and maintenance of the Accounts, including the Custodian’s customary fees and expenses, any costs or expenses incurred by the Custodian as a result of conflicting claims or notices involving the parties hereto, including the fees and expenses of its internal and external legal counsel, and all other costs and expenses incurred in connection with the execution, administration or enforcement of this Agreement including reasonable attorneys’ fees and costs, whether or not such enforcement includes the filing of a lawsuit.

(d) Administrative Expenses. The amounts set forth in Sections 5(a), (b) and (c) above shall constitute Administrative Expenses under the Indenture and shall only be paid from the Expense Account in accordance with Section 10.3(c) of the Indenture. In the event that the Issuer fails to pay any amount on the date when due under this Agreement because sufficient funds are not then available to pay such amounts in accordance with Section 10.3(c) of the Indenture, (i) the Issuer shall not be deemed to have failed to pay such amount (and a default shall not be deemed to have occurred hereunder as the result thereof) unless the Issuer fails to pay such amount on the date on which sufficient funds are available such that it could be paid pursuant to Section 10.3(c) of the Indenture (unless such failure results from the failure of the Trustee to distribute such available funds in accordance with the Indenture) and (ii) the Trustee and the Bank will continue to serve as Trustee and Custodian hereunder.

REPRESENTATIONS

6. The Custodian represents to the Trustee that:

(a) Status. It has been duly organized and is validly existing as a national banking association with trust powers under the laws of the United States.

(b) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; and this Agreement has been, and each other such document will be, duly executed and delivered by it.

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(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.

(e) Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(f) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that relates to the legality, validity or enforceability against it of this Agreement or is likely to affect its ability to perform its obligations under this Agreement.

(g) Absence of other Agreements. There are no other agreements entered into between the Custodian and the Trustee with respect to the Accounts other than the Indenture and other than customary account agreements relating to the establishment and the operation of the Accounts.

(h) Adverse Claims. Except for the claims and interest of the Trustee and the Issuer in the Accounts, the Custodian does not know of any claim to, or interest in, any Account and does not have written notice of any claim to, or interest in, any cash or “financial asset” credited thereto.

TRANSFER

7.         Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by any party without the prior written consent of each other party, except that:

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another Person (but without prejudice to any other right or remedy under any other agreement); and

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(b) the Trustee may transfer all of its interests and obligations in and under this Agreement to a successor trustee under the Indenture; provided that, the Custodian shall have no obligation to comply with any notice, request, certificate, consent, statement, instrument, document or other writing delivered by such successor trustee until the Custodian receives such evidence thereof as the Custodian may reasonably require.

Any purported transfer that is not in compliance with this Section 7 will be void.

TERMINATION

8.         The rights and powers granted herein to the Trustee have been granted in order to perfect its security interest in the Accounts and the cash and financial assets credited thereto, are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer nor by the lapse of time. The obligations of the Custodian shall continue in effect until the security interests of the Trustee in the Accounts have been terminated pursuant to the terms of the Indenture and the Trustee has notified the Custodian of such termination in writing. Upon the written instruction of the Trustee, the Custodian shall close the Account or Accounts specified in such instruction and disburse to the Issuer the balance of any assets therein, and the security interest in such Account shall be terminated.

MISCELLANEOUS

9.

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless such amendment, modification or waiver is in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto.

(c) Survival. All representations and warranties made in this Agreement or in any certificate or other document delivered pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement or such certificate or other document (as the case may be) or any deemed repetition of any such representation or warranty. In addition, the rights of the Custodian under Section 4, the obligations of the Issuer under Section 5 and the provisions of Sections 9(i) and 9(j) shall survive the termination of this Agreement and the earlier removal or resignation of the Custodian.

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(d) Benefit of Agreement. Subject to Section 7, this Agreement shall be binding upon and inure to the benefit of the Issuer, the Trustee and the Custodian and their respective successors and permitted assigns.

(e) Counterparts. This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Effect of Headings and Table of Contents. The headings and table of contents used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

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

(i) Limited Recourse. Notwithstanding anything to the contrary contained herein, the obligations of the Issuer hereunder are limited recourse obligations of the Issuer payable solely as Administrative Expenses from the Expense Account in accordance with and as contemplated by Section 10.3(c) of the Indenture. Each of the Custodian and the Trustee further agrees that, except as so contemplated by Section 10.3(c) of the Indenture, it will not have any recourse against the Issuer or any of its directors, officers, partners, shareholders, employees and agents for any such amounts. The provisions of this Section 9(i) shall survive the termination of this Agreement.

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(j) Non-Petition. Notwithstanding anything to the contrary herein or in any other agreement, each of the Trustee and the Custodian agrees not to institute against or join any Person in instituting against the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding or other similar proceeding under Cayman Islands law, United States law or the laws of any other jurisdiction against the Issuer for any reason whatsoever, including the non-payment to the Trustee or the Custodian of any amounts owing to the Trustee or the Custodian under this Agreement, until the payment in full of all Notes issued under the Indenture and the expiration of a period equal to one year and one day or, if longer, the applicable preference period then in effect plus one day, following all such payments.

NOTICES

10.

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below to the address, number or email provided in Schedule I and will be deemed effective as indicated: (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine); (iii) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day; or (iv) if sent by email, on the date such email is received by the party recipient.

(b) Change of Addresses. Any party may by notice to the others change the address or facsimile number at which notices or other communications are to be given to it.

GOVERNING LAW AND JURISDICTION

11.

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

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(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement or any matter between the parties arising under or in connection with this Agreement (Proceedings), each party irrevocably:

(i) submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from any thereof; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

The Issuer irrevocably consents to the service of any and all process in any Proceeding by the mailing or delivery of copies of such process to it at the office of the agent in New York set forth in Schedule I. Nothing in this Agreement precludes any of the parties from bringing Proceedings in any other jurisdiction, nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Waiver of Jury Trial Right. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING. Each of the parties hereby (i) certifies that no representative, agent or attorney of any other parties has represented, expressly or otherwise, that such other parties would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

DEFINITIONS

12.       Capitalized terms used but not defined herein have the respective meanings given to such terms in the Indenture. As used in this Agreement:

Accounts has the meaning specified in Section 3(a)(i).

Assignment Agreement has the meaning specified in Section 3(b).

consent includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange control consent.

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Indenture means the Sixth Amended and Restated Indenture, dated as of June 21, 2019 (as may be further amended, restated, supplemented or otherwise modified from time to time), between the Issuer, the Trustee and the Bank.

law includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and lawful and unlawful will be construed accordingly.

Loan Assets has the meaning specified in Section 3(b).

Proceedings has the meaning specified in Section 11(b).

- signature page follows -

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CM FINANCE SPV LTD.,

as Issuer

By:

Name:

Title:

Account Control Agreement – Signature Page

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

By:

Name:

Title:

Account Control Agreement – Signature Page

U.S. BANK NATIONAL ASSOCIATION,

as Custodian

By:

Name:

Title:

Account Control Agreement – Signature Page

SCHEDULE I

NOTICE INFORMATION

Issuer:

CM Finance SPV Ltd.

c/o CM Finance LLC

65 East 55^th Street

15^th Floor

New York, NY 10022

Attention: Rocco DelGuercio and Matt Bannon

Telephone no. (212) 257-5193

Facsmile no. (212) 257-5198

Email: RDelGuercio@cmipllc.com, mbannon@cmipllc.com, and ops@cyruscapital.com

Trustee:

U.S. Bank National Association

8 Greenway Plaza, Suite 1100, Houston, Texas 77046

Global Corporate Trust – CM Finance SPV Ltd

E-mail: CM.Finance.SPV@usbank.com

Custodian:

U.S. Bank National Association

8 Greenway Plaza, Suite 1100, Houston, Texas 77046

Global Corporate Trust– CM Finance SPV Ltd

E-mail: CM.Finance.SPV@usbank.com