Exhibit 4.2

EXECUTION VERSION

INDENTURE

by and among

JEFFERIES CREDIT PARTNERS BDC CLO II LTD.

Issuer

JEFFERIES CREDIT PARTNERS BDC CLO II LLC

Co-Issuer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

Trustee

Dated April 2, 2026


		Page
ARTICLE I
DEFINITIONS
Section 1.1	Definitions	3
Section 1.2	Usage of Terms	78
Section 1.3	Assumptions as to Assets	79
ARTICLE II
THE NOTES
Section 2.1	Forms Generally	82
Section 2.2	Forms of Notes	82
Section 2.3	Authorized Amount; Stated Maturity; Denominations	83
Section 2.4	Execution, Authentication, Delivery and Dating	84
Section 2.5	Registration, Registration of Transfer and Exchange	85
Section 2.6	Mutilated, Defaced, Destroyed, Lost or Stolen Note	95
Section 2.7	Payment of Principal and	96
Section 2.8	Persons Deemed Owners	98
Section 2.9	Surrendered Notes; Cancellation	98
Section 2.10	Issuer Purchases of Secured Debt	99
Section 2.11	DTC Ceases to Be Depository	100
Section 2.12	Non-Permitted Holders	101
Section 2.13	Taxes	103
Section 2.14	Additional Issuance or Incurrence	107
ARTICLE III
CONDITIONS PRECEDENT
Section 3.1	Conditions to Issuance and Incurrence of Debt on Closing Date	109
Section 3.2	Conditions to Additional	112
Section 3.3	Custodianship; Delivery of Collateral Obligations and Eligible	114
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.1	Satisfaction and Discharge of	114
Section 4.2	Application of Trust Money	116
Section 4.3	Repayment of Monies Held by Paying Agent	116


	-i-


ARTICLE V
REMEDIES
Section 5.1	Events of Default	117
Section 5.2	Acceleration of Maturity; Rescission and Annulment	119
Section 5.3	Collection of	119
Section 5.4	Remedies	121
Section 5.5	Optional Preservation of Assets	124
Section 5.6	Trustee May Enforce Claims without Possession of the Debt	126
Section 5.7	Application of Money Collected	126
Section 5.8	Limitation on Suits	126
Section 5.9	Unconditional Rights of Secured Debtholders to Receive Principal and Interest	127
Section 5.10	Restoration of Rights and Remedies	127
Section 5.11	Rights and Remedies Cumulative	127
Section 5.12	Delay or Omission Not Waiver	127
Section 5.13	Control by Majority of Controlling Class	128
Section 5.14	Waiver of Past Defaults	128
Section 5.15	Undertaking for Costs	129
Section 5.16	Waiver of Stay or Extension Laws	129
Section 5.17	Sale of Assets	129
Section 5.18	Action on the Notes	130
ARTICLE VI
THE TRUSTEE
Section 6.1	Certain Duties and Responsibilities	131
Section 6.2	Notice of Event of Default	133
Section 6.3	Certain Rights of Trustee	133
Section 6.4	Not Responsible for Recitals or Issuance or Incurrence of Debt	138
Section 6.5	May Hold Debt	138
Section 6.6	Money Held on Deposit	138
Section 6.7	Compensation and Reimbursement	138
Section 6.8	Corporate Trustee Required; Eligibility	140
Section 6.9	Resignation and Removal; Appointment of Successor	140
Section 6.10	Acceptance of Appointment by Successor	142
Section 6.11	Merger, Conversion, Consolidation or Succession to Business of Trustee	142
Section 6.12	Co-Trustees	142
Section 6.13	Certain Duties of Trustee Related to Delayed Payment of Proceeds	143
Section 6.14	Authenticating Agents	144
Section 6.15	Withholding	145
Section 6.16	Representative for Secured Debtholders Only; Agent for Each Other Secured Party and the Holders of the Subordinated Notes	145
Section 6.17	Representations and Warranties of the Bank	145


	-ii-


ARTICLE VII
COVENANTS
Section 7.1	Payment of Principal and Interest	146
Section 7.2	Maintenance of Office or Agency	146
Section 7.3	Money for Debt Payments to be Held	147
Section 7.4	Existence of Co-Issuers	149
Section 7.5	Protection of Assets	150
Section 7.6	Opinions as to Assets	151
Section 7.7	Performance of Obligations	151
Section 7.8	Negative Covenants	151
Section 7.9	Statement as to Compliance	153
Section 7.10	Co-Issuers may Consolidate, etc. Only on Certain Terms	153
Section 7.11	Successor Substituted	155
Section 7.12	No Other Business	155
Section 7.13	[Reserved]	156
Section 7.14	Annual Rating Review	156
Section 7.15	Reporting	156
Section 7.16	Calculation Agent	156
Section 7.17	Certain Tax Matters	158
Section 7.18	Effective Date; Purchase of Additional Collateral Obligations	162
Section 7.19	Representations Relating to Security Interests in the Assets	165
Section 7.20	Rule 17g-5 Compliance	167
Section 7.21	[Reserved]	169
Section 7.22	EU Transparency and Reporting Requirements	169
ARTICLE VIII
SUPPLEMENTAL INDENTURES
Section 8.1	Supplemental Indentures without Consent of Holders of Debt	170
Section 8.2	Supplemental Indentures with Consent of Holders of Debt	173
Section 8.3	Supplemental Indentures with the Consent of the Controlling Class	175
Section 8.4	Execution of Supplemental Indentures	175
Section 8.5	Effect of Supplemental Indentures	178
Section 8.6	Reference in Debt to Supplemental Indentures	178
ARTICLE IX
REDEMPTION OF DEBT
Section 9.1	Mandatory Redemption	178
Section 9.2	Optional Redemption	178
Section 9.3	Tax Redemption	181
Section 9.4	Redemption Procedures	182
Section 9.5	Debt Payable on Redemption Date	184


	-iii-


Section 9.6	Special Redemption	185
Section 9.7	Rating Confirmation Redemption	185
Section 9.8	Clean-Up Call Redemption	186
Section 9.9	Optional Re-Pricing	187
ARTICLE X
ACCOUNTS, ACCOUNTINGS AND RELEASES
Section 10.1	Collection of Money	189
Section 10.2	Collection Account	190
Section 10.3	Transaction Accounts	192
Section 10.4	The Revolver Funding Account	195
Section 10.5	Reinvestment of Funds in Accounts; Reports by Trustee	196
Section 10.6	Accountings	198
Section 10.7	Release of Collateral	206
Section 10.8	Reports by Independent Accountants	207
Section 10.9	Reports to the Rating Agencies and Additional Recipients	209
Section 10.10	Procedures Relating to the Establishment of Accounts Controlled by the Trustee	209
Section 10.11	Investment Company Act Procedures	210
Section 10.12	Closing Date	213
ARTICLE XI
APPLICATION OF MONIES
Section 11.1	Disbursements of Monies from Payment Account	213
ARTICLE XII
SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS
Section 12.1	Sales of Collateral Obligations	219
Section 12.2	Purchase of Additional Collateral Obligations	221
Section 12.3	Conditions Applicable to All Sale and Purchase Transactions	226
Section 12.4	The Advisory Committee	227
Section 12.5	Optional Repurchase or Substitution	227
ARTICLE XIII
DEBTHOLDERS’ RELATIONS
Section 13.1	Subordination	230
Section 13.2	Standard of Conduct	231


	-iv-


ARTICLE XIV
MISCELLANEOUS
Section 14.1	Form of Documents Delivered to Trustee	231
Section 14.2	Acts of Holders	232
Section 14.3	Notices, etc., to Trustee, the Co-Issuers, the Portfolio Manager, the Placement Agent, the Collateral Administrator, the Paying Agent, the Administrator, each Hedge Counterparty and each Rating Agency	233
Section 14.4	Notices to Holders; Waiver	234
Section 14.5	Effect of Headings and Table of Contents	235
Section 14.6	Successors and Assigns	235
Section 14.7	Severability	236
Section 14.8	Benefits of Indenture	236
Section 14.9	Legal Holidays	236
Section 14.10	Governing Law	236
Section 14.11	Submission to Jurisdiction	236
Section 14.12	Waiver of Jury Trial	237
Section 14.13	Counterparts	237
Section 14.14	Acts of Issuer	237
Section 14.15	Confidential Information	237
Section 14.16	Liability of Co-Issuers	239
Section 14.17	Communications with the Rating Agencies	239
Section 14.18	[Reserved]	240
Section 14.19	Contributions	240
ARTICLE XV
ASSIGNMENT OF PORTFOLIO MANAGEMENT AGREEMENT
Section 15.1	Assignment of Portfolio Management Agreement	241
ARTICLE XVI
HEDGE AGREEMENTS
Section 16.1	Hedge Agreements	243


	-v-

Schedules and Exhibits


Schedule 1		Eligible Loan Indices
Schedule 2		[Reserved]
Schedule 3		S&P Industry Classifications
Schedule 4		[Reserved]
Schedule 5		[Reserved]
Schedule 6		S&P Recovery Rate Tables

Exhibit A		Forms of Notes
A	-1	Form of Secured Note
A	-2	Form of Subordinated Note

Exhibit B		Forms of Transfer and Exchange Certificates
B	-1	Form of Transferor Certificate for Transfer of Rule 144A Global Note or Certificated Note to Regulation S Global Note
B	-2	Form of Purchaser Representation Letter for Secured Notes
B	-3	Form of Transferor Certificate for Transfer of Regulation S Global Note or Certificated Note to Rule 144A Global Note
B	-4	Form of Purchaser Representation Letter for Subordinated Notes
B	-5	Form of Note ERISA Certificate

Exhibit C		Form of Note Owner Certificate
Exhibit D		Form of Contribution Notice
Exhibit E		[Reserved]
Exhibit F		Advisory Committee Guidelines
Exhibit G		Form of NRSRO Certification


	-vi-

INDENTURE, dated as of April 2, 2026 among Jefferies Credit Partners BDC CLO II Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), Jefferies Credit Partners BDC CLO II LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Issuer,” and together with the Issuer, the “Co-Issuers”) and U.S. Bank Trust Company, National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).

PRELIMINARY STATEMENT

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

All things necessary to make this Indenture a valid agreement of the Co-Issuers and the Trustee 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 Secured Notes, the Trustee, the Portfolio Manager, the Administrator, each Hedge Counterparty (if any), the Collateral Administrator and the Bank and its Affiliates in each other respective capacities under the Transaction Documents (collectively, the “Secured Parties”), all of its right, title and interest in, to and under, all personal property and real property of the Issuer, in each case, whether now owned or existing, or hereafter acquired or arising and wherever located including, without limitation, (a) the Collateral Obligations, the Loss Mitigation Obligations, the Specified Defaulted Obligations, the Specified Equity Securities and the Closing Date Participation Interest which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations, Loss Mitigation Obligations, Specified Defaulted Obligations and Specified Equity Securities which are Delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts, and all income from the investment of funds therein, (c) subject to the rights of the Hedge Counterparty therein, each Hedge Counterparty Collateral Account, and any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein, (d) the Portfolio Management Agreement as set forth in Article XV hereof, the Hedge Agreements, the Administration Agreement, the Risk Retention Letter, the Collateral Administration Agreement, the JCP BDC SPV Sale Agreement and the Master Loan Sale Agreement, (e) all Cash or Money Delivered to the Trustee (or its bailee) from any source for the benefit of the Secured Parties or the Issuer, (f) all accounts, chattel paper, commodity accounts, commodity contracts, deposit accounts, equipment, farm products, financial assets, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, manufactured homes, money, payment intangibles, promissory notes and all supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise Delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations or Eligible Investments), (h) any

Equity Securities received by the Issuer and (i) all proceeds with respect to the foregoing (the assets referred to in (a) through (i) above, are collectively referred to as the “Assets”); provided that such Grants shall not include the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Notes, the funds attributable to the issuance and allotment of the Issuer’s ordinary shares or the bank account in the Cayman Islands in which such funds are deposited (or any interest thereon) (collectively, the “Excepted Property”).

The above Grant is made to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article XIII of this Indenture, the Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Debt and any other Secured Debt by reason of difference in time of issuance, incurrence or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Portfolio Management Agreement, the Account Control Agreement and the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, all as provided in this Indenture (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 securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible Investments,” as the case may be.

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


	-2-

ARTICLE I

DEFINITIONS

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

“25% Limitation”: A limitation that is exceeded only if Benefit Plan Investors hold 25% or more of the total value of any class of equity interest in the Issuer, as calculated under 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

“Account Control Agreement”: The Account Control Agreement dated as of the Closing Date among the Issuer, the Trustee and U.S. Bank National Association, as securities intermediary and depository bank.

“Accountants’ Effective Date AUP Report”: The meaning specified in Section 7.18(c).

“Accountants’ Effective Date Comparison AUP Report”: The meaning specified in Section 7.18(c).

“Accountants’ Effective Date Recalculation AUP Report”: The meaning specified in Section 7.18(c).

“Accounts”: (i) The Payment Account, (ii) the Collection Account, (iii) the Ramp-Up Account, (iv) the Revolver Funding Account, (v) the Expense Reserve Account, (vi) the Interest Reserve Account, (vii) the Custodial Account, (viii) the Permitted Use Account and (ix) each Hedge Counterparty Collateral Account.

“Accredited Investor”: An “accredited investor” within the meaning set forth in Rule 501(a) under the Securities Act.

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

“Additional Debt”: Any additional Debt issued or incurred, as applicable, pursuant to Section 2.13.

“Additional Retention Holder Issuance”: The meaning specified in Section 2.14(d).


	-3-

“Adjusted Class Break-even Default Rate”: The rate equal to (a)(i) the Class Break-even Default Rate multiplied by (ii)(x) the Target Portfolio Par divided by (y) the S&P Collateral Principal Amount plus (b)(i)(x) the S&P Collateral Principal Amount minus (y) the Target Portfolio Par, divided by (ii)(x) the S&P Collateral Principal Amount multiplied by (y) 1 minus the Weighted Average S&P Recovery Rate.

“Adjusted Collateral Principal Amount”: As of any date of determination:

(a)

the Aggregate Principal Balance of the Collateral Obligations (other than Defaulted Obligations, Discount Obligations, Deferring Securities, Long-Dated Obligations and Post-Effective Date Excepted Participation Interests); plus

(b)

unpaid Principal Financed Accrued Interest (other than in respect of Defaulted Obligations); plus

(c)

without duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds; plus

(d)

the aggregate, for each Defaulted Obligation or Deferring Security, of the S&P Collateral Value of such Defaulted Obligation or Deferring Security; provided that the Adjusted Collateral Principal Amount shall be zero for any Defaulted Obligation which the Issuer has owned for more than three years after its default date (or for any Specified Defaulted Obligation which the Issuer has owned for more than three years after its designation as a “Specified Defaulted Obligation”); plus

(e)

the aggregate, for each Discount Obligation, of the product of the (x) purchase price, excluding accrued interest, (expressed as a percentage of par) and (y) Principal Balance of such Discount Obligation; plus

(f)

the aggregate, (A) for each Long-Dated Obligation maturing less than or equal to two years after the earliest Stated Maturity of the Notes, of the lower of (i) the product of (x) 70% and (y) the Principal Balance of such Long-Dated Obligation and (ii) the Market Value of such Long-Dated Obligation and (B) with respect to each Long-Dated Obligation maturing more than two years after the earliest Stated Maturity of the Notes, zero; plus

(g)

for each Post-Effective Date Excepted Participation Interest, an amount equal to its S&P Recovery Amount; minus

(h)

the CCC Excess Adjustment Amount;

provided, further, that with respect to any Collateral Obligation that satisfies more than one of the definitions of Defaulted Obligation, Discount Obligation, Deferring Security, Long-Dated Obligation, Post-Effective Date Excepted Participation Interest or any asset that falls into the CCC Excess Adjustment Amount, such Collateral Obligation shall, for the purposes of this definition, be treated as belonging to the category of Collateral Obligations which results in the lowest Adjusted Collateral Principal Amount on any date of determination.


	-4-

“Administration Agreement”: An agreement dated as of the Closing Date, between the Administrator (as administrator and share owner) and the Issuer (as amended from time to time) relating to the various corporate management functions that the Administrator shall perform on behalf of the Issuer, including communications with shareholders and the general public, and the provision of certain clerical, administrative and other corporate services in the Cayman Islands until termination of such agreement.

“Administrative Expense Cap”: An amount equal on any Payment Date (when taken together with any Administrative Expenses paid as described in any of Section 10.2(d), Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and Section 11.1(a)(iv)(A) during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.03% per annum (prorated for the related Interest Accrual Period on the basis of a 360 day year consisting of twelve 30 day months) of the Fee Basis Amount on the related Determination Date and (b) U.S.$200,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360 day year consisting of twelve 30 day months); provided that, with respect to any Payment Date on or after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to the Priority of Payments on the three immediately preceding Payment Dates (or, with respect to the third Payment Date, since the Closing Date) and during the related Collection Periods is less than the aggregate Administrative Expense Cap (determined without regard for this proviso) for such period, such excess amount shall be added to the amount determined above for purposes of calculating the Administrative Expense Cap for such Payment Date.

“Administrative Expenses”: The fees, expenses (including indemnities) and other amounts due or accrued with respect to any Payment Date (including, with respect to any Payment Date, any such amounts that were due and not paid on any prior Payment Date in accordance with the Priority of Payments) and payable in the following order by the Issuer or the Co-Issuer: first, to the Trustee and the Bank (in each of its capacities under the Transaction Documents) pursuant to Section 6.7 and other provisions of this Indenture, second, to the Collateral Administrator pursuant to the Collateral Administration Agreement, third, on a pro rata basis, the following amounts (excluding indemnities) to the following parties:

(i)

the Independent accountants, agents (other than the Portfolio Manager) and counsel of the Co-Issuers for fees and expenses;

(ii)

the Rating Agency for fees and expenses (including any annual fee, amendment fees and surveillance fees) in connection with any rating of the Secured Debt or in connection with the rating of (or provision of credit estimates in respect of) any Collateral Obligations;

(iii)

the Portfolio Manager under this Indenture and the Portfolio Management Agreement, including without limitation reasonable expenses of the Portfolio Manager (including fees for its accountants, agents and counsel) incurred in connection with the purchase or sale of any Assets, any other expenses incurred in connection with the Assets, including any Risk Retention Expenses and amounts payable pursuant to the Portfolio Management Agreement but excluding the Portfolio Management Fee;


	-5-

(iv)

the Administrator pursuant to the Administration Agreement;

(v)

each member of the Advisory Committee under each Advisory Committee Member Agreement (and the amounts payable by the Issuer to each member of the Advisory Committee as indemnification pursuant to each such Advisory Committee Member Agreement);

(vi)

the independent manager of the Co-Issuer for fees and expenses;

(vii)

any third-party reporting entity appointed by the Issuer in connection with the preparation and/or filing of such information and reports required by the EU Transparency and Reporting Requirements;

(viii)

any other person (including the Portfolio Manager, the Retention Holder and/or the Collateral Administrator) for any (A) pecuniary sanctions arising under Article 32 of the EU Securitization Regulation and (B) administrative penalties imposed in respect of the EU Securitization Regulation or any national laws or regulations supplementing or implementing the EU Securitization Regulation in relation to a failure by the Issuer to meet the EU Transparency and Reporting Requirements; and

(ix)

any 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, without limitation, any expenses related to complying with FATCA or otherwise complying with the tax laws, the payment of facility rating fees, the payment of all legal and other fees and expenses incurred in connection with the purchase or sale of any Assets and any other expenses incurred in connection with the Assets) and the Debt, including but not limited to, amounts owed to the Co-Issuer pursuant to Section 7.1, and any amounts due in respect of the listing of any Debt on any stock exchange or trading system and any fees and expenses incurred in connection with the establishment;

and fourth, on a pro rata basis, indemnities payable to any Person pursuant to any Transaction Document; provided that, for the avoidance of doubt, amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated to be payable as an amount other than as Administrative Expenses (including, without limitation, interest and principal in respect of the Debt) shall not constitute Administrative Expenses.

“Administrator”: Appleby Global Services (Cayman) Limited and its successors.

“Advisory Committee”: An advisory committee of the Issuer formed, subject to the Advisory Committee Guidelines, to approve certain types of investments by the Issuer.

“Advisory Committee Guidelines”: The guidelines in respect of the Advisory Committee attached hereto as Exhibit F.

“Advisory Committee Member Agreement”: Any agreement between an Advisory Committee member and the Issuer relating to such Advisory Committee member’s service as such.


	-6-

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

“Affected Debtholders”: For any supplemental indenture, all Holders of each Class of Debt excluding, if such supplemental indenture is in connection with an Optional Redemption by Refinancing of one or more Classes of Secured Debt effected in accordance with this Indenture, (x) each Class of Secured Debt to be redeemed pursuant to such Refinancing and (y) each class of replacement securities or loans issued in such Refinancing.

“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 a director, Officer, employee or general partner (a) of such Person, (b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above; provided that funds or accounts managed by the Portfolio Manager or affiliates of the Portfolio Manager shall be excluded from the definition hereof. 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 Person or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. For purposes of this definition, no entity shall be deemed an Affiliate of the Issuer or the Co-Issuer solely because the Administrator or any of its Affiliates acts as administrator or share trustee for such entity.

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

“Aggregate Coupon”: As of any Measurement Date, the sum of the products obtained by multiplying, in the case of each Fixed Rate Obligation (including, for any Deferrable Security, only the required current cash pay interest required by the Underlying Instruments thereon), (i) the stated coupon on such Collateral Obligation expressed as a percentage and (ii) the Principal Balance of such Collateral Obligation.

“Aggregate Excess Funded Spread”: As of any Measurement Date, the amount obtained by multiplying: (a) the Benchmark applicable to the Floating Rate Debt during the Interest Accrual Period in which such Measurement Date occurs; by (b) the amount (not less than zero) equal to (i) the Aggregate Principal Balance of the Collateral Obligations (excluding (x) for any Deferring Security, any interest that has been deferred and capitalized thereon and (y) for the avoidance of doubt, the Principal Balance of any Defaulted Obligation) as of such Measurement Date minus (ii) the Target Portfolio Par minus (iii) the aggregate amount of Principal Proceeds received from the issuance of additional notes pursuant to Section 2.14 and 3.2.


	-7-

“Aggregate Funded Spread”: As of any Measurement Date, the sum of, for each Floating Rate Obligation:

(a)

for each Floating Rate Obligation (including, for any Deferrable Security which is not a Deferring Security and for any Collateral Obligation that is not a Deferrable Security as a result of such Collateral Obligation meeting the requirements set forth in the proviso to the definition of “Deferrable Security”, only the required current cash pay interest required by the Underlying Instruments thereon and excluding any Deferring Security and the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) that bears interest at a spread over the SOFR-based index, (i) the stated interest rate spread on such Collateral Obligation above such index multiplied by (ii) the Principal Balance of such Collateral Obligation (excluding the unfunded portion of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation); provided that for purposes of this definition, the interest rate spread shall be deemed to be, with respect to any Floating Rate Obligation that has a reference rate floor, (i) the stated interest rate spread plus, (ii) if positive, (x) the reference rate floor value minus (y) the Benchmark applicable to the Floating Rate Debt as in effect for the current Interest Accrual Period; and

(b)

for each Floating Rate Obligation (including, for any Deferrable Security which is not a Deferring Security, only the required current cash pay interest required by the Underlying Instruments thereon and excluding any Deferring Security and the unfunded portion of any Delayed Drawdown Collateral Obligation and Revolving Collateral Obligation) that bears interest at a spread over an index other than a SOFR-based index, (i) the excess of the sum of such spread and such index over the Benchmark with respect to the Floating Rate Debt as of the immediately preceding Interest Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance of each such Collateral Obligation (excluding the unfunded portion of any Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation); provided that for purposes of this definition, the amount calculated in clause (b)(i) shall be deemed to be, with respect to any Floating Rate Obligation that has an interest rate floor, (i) the excess of the sum of such spread and such index over the Benchmark with respect to the Floating Rate Debt as of the immediately preceding Interest Determination Date plus, (ii) if positive, (x) the interest rate floor value minus (y) such index as in effect for the current Interest Accrual Period.

“Aggregate Outstanding Amount”: With respect to any (i) Secured Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding and (ii) Subordinated Notes, the initial aggregate principal amount of such Subordinated Notes Outstanding.

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

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


	-8-

“AML Compliance”: Compliance with the Cayman AML Regulations.

“Applicable Issuer” or “Applicable Issuers”: With respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the Co-Issuers; with respect to the Subordinated Notes, the Issuer only; and with respect to any additional notes issued in accordance with Sections 2.14 and 3.2, the Issuer and, if such debt is co-issued, the Co-Issuer.

“Applicable Law”: The meaning specified in Section 6.3(cc).

“Appraised Value”: With respect to any Collateral Obligation, the value of such Collateral Obligation, as determined by the applicable Approved Appraisal Firm, as set forth in the related appraisal (or, if a range of values is set forth therein, the midpoint of such values). If the Issuer owns less than 100% of the total lenders’ interests secured by the assets securing any Collateral Obligation or has sold Participation Interests in such Collateral Obligation, then the Appraised Value with respect to such Collateral Obligation will be reduced to reflect the proportionate interests of all other lenders or participants secured by such assets (taking into account the relative seniority of all such lenders and participants) that rank pari passu with or senior to (including with respect to liquidation) the Issuer’s interest under the Collateral Obligation.

“Approved Appraisal Firm”: (a) Each of the following firms: Houlihan Lokey, Inc., Duff & Phelps LLC, Kroll Inc., Lincoln Advisors, Murray, Devine and Company and Valuation Research Corporation and (b) each independent appraisal firm (i) recognized as being experienced in conducting valuations of loans of the type constituting Collateral Obligations and (ii) that the Issuer, or the Portfolio Manager in accordance with the Portfolio Manager Standard, determines is qualified with respect to each Collateral Obligation; provided that at no time may the Issuer, the Portfolio Manager or any Affiliate thereof be an Approved Appraisal Firm.

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

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

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

“Asset Replacement Percentage”: On any date of calculation, a fraction (expressed as a percentage) calculated by the Portfolio Manager where the numerator is the outstanding principal balance of the Collateral Obligations that were indexed to the Fallback Rate other than the then-current Benchmark for the Index Maturity as of such calculation date and the denominator is the outstanding principal balance of the Collateral Obligations as of such calculation date.

“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.

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


	-9-

“Assumed Reinvestment Rate”: The Benchmark (as determined on the most recent Interest Determination Date relating to an Interest Accrual Period beginning on a Payment Date or the Closing Date) minus 0.25% per annum; provided that the Assumed Reinvestment Rate shall not be less than 0%.

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

“Authorized Officer”: With respect to the Issuer or the Co-Issuer, any Officer or any other Person who is authorized to act for the Issuer or the Co-Issuer, as applicable, in matters relating to, and binding upon, the Issuer or the Co-Issuer. With respect to the Portfolio Manager, any Officer, employee, member or agent of the Portfolio Manager who is authorized to act for the Portfolio Manager in matters relating to, and binding upon, the Portfolio 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.

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

“Bank”: U.S. Bank Trust Company, National Association, a national banking association with trust powers (including any organization or entity succeeding to all or substantially all of its corporate trust business), in its individual capacity and not as Trustee, or any successor thereto.

“Bankruptcy Exchange”: The exchange of a Defaulted Obligation (without the payment of any additional funds other than reasonable and customary transfer costs) for another debt obligation issued by another obligor which, but for the fact that such debt obligation is a Defaulted Obligation or a Credit Risk Obligation, would otherwise qualify as a Collateral Obligation and (i) in the Portfolio Manager’s reasonable business judgment, at the time of the exchange, such debt obligation received on exchange has a better likelihood of recovery than the Defaulted Obligation to be exchanged, (ii) as determined by the Portfolio Manager, at the time of the exchange, the debt obligation received on exchange is no less senior in right of payment vis-à-vis its obligor’s other outstanding indebtedness than the Defaulted Obligation to be exchanged vis-à-vis its obligor’s other outstanding indebtedness, (iii) as determined by the Portfolio Manager,


	-10-

both prior to and after giving effect to such exchange, each of the Coverage Tests is satisfied or, if any Coverage Test was not satisfied prior to such exchange, the coverage ratio relating to such test shall be at least as close to being satisfied after giving effect to such exchange as it was before giving effect to such exchange, (iv) no more than one other Bankruptcy Exchange has occurred during the Collection Period under which such Bankruptcy Exchange is occurring, (v) as determined by the Portfolio Manager, both prior to and after giving effect to such exchange, not more than 5.0% of the Collateral Principal Amount consists of obligations received in a Bankruptcy Exchange, (vi) the period for which the Issuer held the Defaulted Obligation to be exchanged shall be included for all purposes in this Indenture when determining the period for which the Issuer holds the debt obligation received on exchange, (vii) as determined by the Portfolio Manager, such exchanged Defaulted Obligation was not acquired in a Bankruptcy Exchange, (viii) the exchange does not take place during the Restricted Trading Period, (ix) the Bankruptcy Exchange Test is satisfied, and (x) the Aggregate Principal Balance of all Collateral Obligations received in a Bankruptcy Exchange (measured cumulatively since the Closing Date) will not exceed 10.0% of the Target Portfolio Par.

“Bankruptcy Exchange Test”: A test that shall be satisfied if, in the Portfolio Manager’s reasonable business judgment, the projected internal rate of return of the obligation obtained as a result of a Bankruptcy Exchange is greater than the projected internal rate of return of the Defaulted Obligation exchanged in a Bankruptcy Exchange, calculated by the Portfolio Manager by aggregating all cash and the Market Value of any Collateral Obligation subject to a Bankruptcy Exchange at the time of each Bankruptcy Exchange.

“Bankruptcy Law”: The federal Bankruptcy Code, Title 11 of the United States Code, as amended from time to time, and any successor statute or any other applicable federal or state bankruptcy law or similar law, including, without limitation, Part V of the Companies Act (As Revised) of the Cayman Islands and the Companies Winding Up Rules (As Revised) of the Cayman Islands, each as amended from time to time, and any bankruptcy, insolvency, winding up, reorganization or similar law enacted under the laws of the Cayman Islands or any other applicable jurisdiction.

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

“Base Management Fee”: The fee payable to the Portfolio Manager in arrears on each Payment Date (accruing during the related Interest Accrual Period and, as applicable, prorated for the related Interest Accrual Period) pursuant to Section 8(a) of the Portfolio Management Agreement and Section 11.1 of this Indenture, in an amount equal to 0.20% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date.

“Benchmark”: Initially, the Term SOFR Rate; provided, that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark used to calculate interest on any Class of Debt, the “Benchmark” shall mean the Fallback Rate; provided, further, that with respect to the Floating Rate Debt, the Benchmark will be no less than zero.


	-11-

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

“Benchmark Replacement Date”: As determined by the Portfolio Manager, (i) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (x) the date of the public statement or publication of information referenced therein and (y) the date on which the administrator of the relevant Benchmark permanently or indefinitely ceases to provide such Benchmark; (ii) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information, (iii) in the case of clause (d) of the definition of “Benchmark Transition Event,” the date selected by the Portfolio Manager in its sole discretion or (iv) in the case of clause (e) of the definition of “Benchmark Transition Event,” the second Business Day following the date of such Monthly Report or Distribution Report, as applicable; provided, that the Portfolio Manager shall have no obligation to select a Benchmark Replacement Date in respect of a Benchmark Transition Event occurring solely under clause (d) or clause (e) of the definition of such term. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination. The Portfolio Manager shall provide notice of the Benchmark Replacement Date to the Trustee, the Collateral Administrator, the Calculation Agent and each Rating Agency (each of whom shall have no responsibility for determining such date and may conclusively rely on the notice provided by the Portfolio Manager).

“Benchmark Transition Event”: The occurrence of one or more of the following events with respect to the then-current Benchmark, as determined by the Portfolio Manager:

(a)

a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that the administrator has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;


	-12-

(c)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative;

(d)

no Benchmark Transition Event has occurred under any of clause (a) through (c) above, but (1) there is a material disruption to such Benchmark or (2) such Benchmark ceases to be published by the Term SOFR Administrator; or

(e)

the Asset Replacement Percentage is greater than 50%, as reported in the most recent Monthly Report or Distribution Report.

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

“Board of Directors”: The directors of the Issuer duly appointed by the shareholders of the Issuer or the board of directors of the Issuer.

“Board Resolution”: With respect to the Issuer, a resolution of the Board of Directors of the Issuer and, with respect to the Co-Issuer, a resolution of the managers of the Co-Issuer.

“Bond”: A debt security (that is not a Loan) that is (a) issued by a corporation, limited liability company, partnership or trust and (b) secured by a valid first priority perfected security interest on specified collateral.

“Book Value”: “Book value” within the meaning of Treasury Regulations section 1.704-1(b)(2)(iv), adjusted (to the extent permitted under Treasury Regulations section 1.704-1(b)(2)(iv)(f)) as necessary to reflect the relative economic interests of the beneficial owners of the Subordinated Notes (as determined for U.S. federal income tax purposes).

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

“Business Day”: Any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks are authorized or required by applicable law, regulation or executive order to close in New York, New York, or in the city in which the Corporate Trust Office of the Trustee is located or, for any final payment of principal, in the relevant place of presentation; provided that to the extent action is required of the Issuer that has not been delegated to the Trustee, the Portfolio Manager or any agent of the Issuer located outside the Cayman Islands, the Cayman


	-13-

Islands shall also be considered in determining “Business Day” for purposes of determining when such Issuer action is required.

“Calculation Agent”: The meaning specified in Section 7.16.

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

“Cash Contribution”: The meaning specified in Section 14.19(a).

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

“Cayman FATCA Legislation”: The Cayman Islands Tax Information Authority Act (as amended) together with regulations and guidance notes made pursuant to such law.

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

“CCC Excess”: The amount equal to the excess of the Aggregate Principal Balance of all CCC Collateral Obligations over an amount equal to 20.0% of the Collateral Principal Amount as of the current Determination Date; provided that, in determining which of the CCC Collateral Obligations shall be included in the CCC Excess, the CCC Collateral Obligations with the lowest Market Value (assuming that such Market Value is expressed as a percentage of the principal balance of such Collateral Obligations as of such Determination Date) shall be deemed to constitute such CCC Excess.

“CCC Excess Adjustment Amount”: As of any date of determination, an amount equal to the excess, if any, of:

(a)

the Aggregate Principal Balance of all Collateral Obligations included in the CCC Excess; over

(b)

the sum of the Market Values of all Collateral Obligations included in the CCC Excess.

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

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

“Certificated Notes”: The Certificated Secured Notes and the Certificated Subordinated Notes.

“Certificated Secured Note”: A Secured Note issued in the form of one or more definitive, fully registered notes without interest coupons.


	-14-

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

“Certificated Subordinated Note”: A Subordinated Note issued in the form of one or more definitive, fully registered notes without interest coupons.

“Class”: In the case of (i) the Secured Notes, all of the Secured Notes having the same Interest Rate, Stated Maturity and designation and (ii) the Subordinated Notes, all of the Subordinated Notes having the same designation; provided that all Pari Passu Classes shall constitute a single Class (respectively) for all purposes under this Indenture, the Portfolio Management Agreement and any other Transaction Document, except (1) as expressly stated otherwise in this Indenture, the Portfolio Management Agreement or such other Transaction Document and (2) in the case of any right to consent, give direction or otherwise vote with respect to any amendment or modification of this Indenture, the Portfolio Management Agreement or any other Transaction Document, as applicable, that would by its terms directly affect any the Holders of any Class of Notes exclusively and/or differently from the Holders of any Pari Passu Class with respect thereto.

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

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

“Class A/B Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied with respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes.

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

“Class Break-even Default Rate”: With respect to the Highest Priority Class:

(I)

prior to the S&P CDO Monitor Election Date, the rate equal to (a) 0.054731 (or such other coefficient provided in advance by S&P to the Issuer, the Portfolio Manager and the Collateral Administrator in writing) plus (b) the product of (x) 3.022533 (or such other coefficient provided in advance by S&P to the Issuer, the Portfolio Manager and the Collateral Administrator in writing) and (y) the Weighted Average Floating Spread plus (c) the product of (x) 1.344226 (or such other coefficient provided in advance by S&P to the Issuer, the Portfolio Manager and the Collateral Administrator in writing) and (y) the Weighted Average S&P Recovery Rate; and

(II)

on and after the S&P CDO Monitor Election Date, the maximum percentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, as applicable, can sustain, determined through application of the S&P CDO Monitor, which, after giving effect to S&P’s assumptions on recoveries, defaults and timing and to the Priority of Payments, shall result in sufficient funds remaining for the payment of such Class in full. After the Effective Date, S&P shall provide the Portfolio Manager and the Collateral Administrator in writing with the Class


	-15-

Break-even Default Rates for the S&P CDO Monitor based upon the S&P Weighted Average Floating Spread Input and the S&P Weighted Average Recovery Rate Input.

“Class Default Differential”: With respect to the Highest Priority Class, at any time, the rate calculated by subtracting the Class Scenario Default Rate at such time for such Class of Notes from (x) prior to the S&P CDO Monitor Election Date, the Adjusted Class Break-even Default Rate and (y) on and after the S&P CDO Monitor Election Date, the Class Break-even Default Rate, in each case, for such Class of Notes at such time.

“Class Scenario Default Rate”: With respect to the Highest Priority Class, at any time:

(a)

prior to the S&P CDO Monitor Election Date, the rate at such time equal to:

(i)

0.247621 plus

(ii)

the S&P Weighted Average Rating Factor divided by (y) 9162.65 minus

(iii)

the Default Rate Dispersion divided by (y) 16757.20 minus

(iv)

the Obligor Diversity Measure divided by (y) 7677.80 minus

(v)

the Industry Diversity Measure divided by (y) 2177.56 minus

(vi)

the Regional Diversity Measure divided by (y) 34.0948 plus

(vii)

the S&P Weighted Average Life divided by (y) 27.3896; and

(b)

on and after the S&P CDO Monitor Election Date, an estimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio, as applicable, consistent with S&P’s Initial Rating of such Class of Notes, determined by application by the Portfolio Manager and the Collateral Administrator of the S&P CDO Monitor at such time.

“Clean-Up Call Redemption”: A redemption or prepayment of the Debt, in whole but not in part, in accordance with Section 9.8.

“Clean-Up Call Redemption Price”: The meaning specified in Section 9.8(b).

“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.


	-16-

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

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

“Closing Date”: April 2, 2026.

“Closing Date Participation Interest”: With respect to each Collateral Obligation subject to transfer from JCP BDC SPV to the Issuer pursuant to the JCP BDC SPV Sale Agreement, and in respect of which title to the underlying loan obligation will not be owned by the Issuer as of the Closing Date, an undivided 100% Participation Interest granted by JCP BDC SPV to the Issuer pursuant to the JCP BDC SPV Sale Agreement. For the avoidance of doubt, each such Participation Interest shall, upon its respective Elevation Date, automatically terminate.

“Code”: The United States Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

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

“Co-Issuers”: The Issuer and the Co-Issuer.

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

“Collateral Administrator”: U.S. Bank Trust Company, National Association, in its capacity as collateral administrator under the Collateral Administration Agreement, and any successor thereto.

“Collateral Interest Amount”: As of any date of determination, without duplication, the aggregate amount of Interest Proceeds that has been received or that is expected to be received (other than Interest Proceeds expected to be received from Defaulted Obligations and Deferring Securities, but including Interest Proceeds actually received from Defaulted Obligations and Deferring Securities), in each case during the Collection Period in which such date of determination occurs (or after such Collection Period but on or prior to the related Payment Date if such Interest Proceeds would be treated as Interest Proceeds with respect to such Collection Period).


	-17-

“Collateral Obligation”: A Senior Secured Loan, a Second Lien Loan or an Unsecured Loan (including, but not limited to, interests in bank loans acquired by way of a purchase or assignment) or Participation Interest therein that as of the date of acquisition by the Issuer:

(i)

is U.S. Dollar denominated and is neither convertible by the obligor thereof into, nor payable in, any other currency;

(ii)

is not (A) a Defaulted Obligation or (B) a Credit Risk Obligation (unless, in each case, such acquisition is being made in connection with a Bankruptcy Exchange);

(iii)

is not a lease;

(iv)

if it is a Deferrable Security, unless it is a Permitted Deferrable Security, it is not deferring or capitalizing the payment of current cash pay interest thereon, paying current cash pay interest “in kind” or otherwise has an interest “in kind” balance outstanding with respect to cash pay interest at the time of purchase;

(v)

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

(vi)

does not constitute Margin Stock;

(vii)

gives rise only to payments that do not, at the time the obligation is acquired, subject the Issuer to withholding tax (other than with respect to (A) commitment fees and other similar fees or (B) FATCA), unless the related obligor is required to make “gross-up” payments that ensure that the net amount actually received by the Issuer (after payment of all such taxes) equals the full amount that the Issuer would have received had no such taxes been imposed;

(viii)

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

(ix)

except for Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations, is not an obligation pursuant to which any future advances or payments to the obligor thereof may be required to be made by the Issuer;

(x)

does not have an “p,” “L,” “prelim,” “t” or “sf” subscript assigned by S&P or if such obligation is not rated by S&P, does not have an “sf” subscript assigned by any other NRSRO;

(xi)

is not a Structured Finance Obligation, Real Estate Loan or a letter-of-credit;

(xii)

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


	-18-

(xiii)

is not the subject of an Offer of exchange, or tender by its obligor or issuer, for Cash, securities or any other type of consideration other than (A) a Permitted Offer or (B) an exchange offer in which a loan or a security that is not registered under the Securities Act is exchanged for a loan or a security that has substantially identical terms (except for transfer restrictions) but is registered under the Securities Act or a loan or a security that would otherwise qualify for purchase under the Investment Criteria described herein;

(xiv)

is Registered;

(xv)

if it is a Floating Rate Obligation, accrues interest at a floating rate determined by reference to (A) the Dollar prime rate, federal funds rate or the Benchmark or (B) a similar interbank offered rate, commercial deposit rate or any other index;

(xvi)

is not a Synthetic Security;

(xvii)

does not pay interest less frequently than semi-annually;

(xviii)

it has an S&P Rating;

(xix)

is not an interest in a grantor trust;

(xx)

is issued by an obligor Domiciled in the United States, Canada, a Group I Country, a Group II Country, a Group III Country or a Tax Jurisdiction;

(xxi)

is not an obligation of a Portfolio Company;

(xxii)

is not an Equity Security and is not by its terms convertible into or exchangeable for an Equity Security;

(xxiii)

is able to be pledged to the Trustee pursuant to its Underlying Instruments;

(xxiv)

is not issued by an Obligor with a most-recently calculated EBITDA (calculated in accordance with the related Underlying Instruments) of less than $10,000,000 (other than Recurring Revenue Loans);

(xxv)

does not mature after the earliest Stated Maturity of the Debt (unless such obligation is being acquired in connection with a Bankruptcy Exchange);

(xxvi)

is not a commodity forward contract;

(xxvii)

it does not have an S&P Rating that is below “CCC-” (unless such obligation is being acquired in connection with a Bankruptcy Exchange);

(xxviii)

is purchased at a price at least equal to 65% of its Principal Balance (unless such obligation is acquired in a Bankruptcy Exchange); and

(xxix)

is not a Bond.


	-19-

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

“Collateral Principal Amount”: As of any date of determination, the sum of (a) the Aggregate Principal Balance of the Collateral Obligations and (b) without duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds; provided, that Defaulted Obligations will be treated as having a Principal Balance equal to the S&P Collateral Value of such Defaulted Obligations; provided, further, that the Principal Balance shall be zero for any Defaulted Obligation which the Issuer has owned for more than three years after the date that it became a Defaulted Obligation (or, in the case of any Specified Defaulted Obligation, which the Issuer has owned for more than three years after its designation as a “Specified Defaulted Obligation”).

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

(i)

the Minimum Floating Spread Test;

(ii)

the Minimum Weighted Average Coupon Test;

(iii)

the Weighted Average Life Test;

(iv)

solely during the Reinvestment Period, the S&P CDO Monitor Test; and

(v)

on and after the S&P CDO Monitor Election Date, the Weighted Average S&P Recovery Rate Test.

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

“Collection Period”: (i) With respect to the first Payment Date, the period commencing on the Closing Date and ending at the close of business on the tenth Business Day prior to the first Payment Date; and (ii) with respect to any other Payment Date, the period commencing on the day immediately following the prior Collection Period and ending (a) in the case of the final Collection Period preceding the latest Stated Maturity of any Class of Debt, on the day of such Stated Maturity, (b) in the case of the final Collection Period preceding an Optional Redemption (other than a Non-Payment Date Refinancing) or Tax Redemption in whole of the Debt, on the Business Day preceding the Redemption Date, provided that, in the case of this clause (b), all Sale Proceeds and Refinancing Proceeds, as applicable, received on the applicable Redemption Date shall be deemed to be received on the Business Day prior to such Redemption


	-20-

Date and (c) in any other case, at the close of business on the tenth Business Day prior to such Payment Date (or, if such day is not a Business Day, the next succeeding Business Day).

“Concentration Limitations”: Limitations satisfied on any date of determination on or after the Effective Date if, in the aggregate, the Collateral Obligations owned (or in relation to a proposed purchase of a Collateral Obligation, proposed to be owned) by the Issuer comply with all of the requirements set forth below or, unless otherwise specified in the Investment Criteria, if not in compliance on such date, the relevant requirements must be maintained or improved after giving effect to the purchase, calculated in each case as required by Section 1.3 herein:

(i)

not less than 95.0% of the Collateral Principal Amount may consist of Senior Secured Loans and Eligible Investments representing Principal Proceeds;

(ii)

not more than 5.0% of the Collateral Principal Amount may consist of Second Lien Loans or Unsecured Loans;

(iii)

not more than 3.5% of the Collateral Principal Amount may consist of obligations issued by a single Obligor and its Affiliates, except that, without duplication, obligations (other than DIP Collateral Obligations) issued by up to five Obligors and their respective Affiliates may each constitute up to 5.0% of the Collateral Principal Amount; provided that one Obligor shall not be considered an Affiliate of another Obligor solely because they are controlled by the same financial sponsor;

(iv)

not more than 5.0% of the Collateral Principal Amount may consist of Current Pay Obligations;

(v)

not more than 17.5% of the Collateral Principal Amount may consist of CCC Collateral Obligations;

(vi)

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

(vii)

no portion of the Collateral Principal Amount may consist of Zero Coupon Bonds, Step-Up Obligations or Step-Down Obligations;

(viii)

not more than 5.0% of the Collateral Principal Amount may consist of DIP Collateral Obligations; provided that DIP Collateral Obligations that are Uptier Priming Debt may consist of an additional 3.0% of the Collateral Principal Amount;

(ix)

not more than 10.0% of the Collateral Principal Amount may consist, in the aggregate, of unfunded commitments under Delayed Drawdown Collateral Obligations and unfunded and funded commitments under Revolving Collateral Obligations;


	-21-

(x)

(a) not more than 10.0% of the Collateral Principal Amount may consist of Participation Interests and (b) the Third Party Credit Exposure Limits may not be exceeded with respect to any such Participation Interests (in each case, other than with respect to Closing Date Participation Interests);

(xi)

not more than 10.0% of the Collateral Principal Amount may consist of Collateral Obligations with an S&P Rating derived from a Moody’s rating as set forth in clause (iii)(a) of the definition of “S&P Rating”;

(xii)

(a) all of the Collateral Obligations must be issued by Non-Emerging Market Obligors; and (b) no more than the percentage listed below of the Collateral Principal Amount may be issued by obligors Domiciled in the country or countries set forth opposite such percentage:


% Limit		Country or Countries
15.0%		all countries (in the aggregate) other than the United States;
15.0%		Canada;
10.0%		any individual Group I Country;
7.5%		all Group II Countries in the aggregate;
5.0%		any individual Group II Country;
5.0%		all Group III Countries in the aggregate;
5.0%		any individual Group III Country;
3.0%		any individual country other than the United States, Canada, any Group I Country, any Group II Country or any Group III Country;
0.0%		Greece, Italy, Portugal, Russia and Spain; and
7.5%		all Tax Jurisdictions in the aggregate;

(xiii)

not more than 12.5% of the Collateral Principal Amount may consist of Collateral Obligations that are issued by Obligors that belong to any single S&P Industry Classification, except that (x) the largest S&P Industry Classification may represent up to 21.0% of the Collateral Principal Amount; (y) the second-largest S&P Industry Classification may represent up to 17.5% of the Collateral Principal Amount; and (z) the third-largest S&P Industry Classification may represent up to 15.0% of the Collateral Principal Amount; provided that, not more than 15.0% of the Collateral Principal Amount may consist of Collateral Obligations that are issued by Obligors that belong to the Software S&P Industry Classification;

(xiv)

(x) not more than 5.0% of the Collateral Principal Amount may consist of Collateral Obligations that pay interest less frequently than quarterly and (y) no portion of the Collateral Principal Amount may consist of Collateral Obligations that pay interest less frequently than semi-annually;

(xv)

[reserved];


	-22-

(xvi)

no portion of the Collateral Principal Amount may consist of Bridge Loans;

(xvii)

not more than 3.0% of the Collateral Principal Amount may consist of Long-Dated Obligations;

(xviii)

no portion of the Collateral Principal Amount may consist of Structured Finance Obligations;

(xix)

not more than 20.0% of the Collateral Principal Amount may consist of Cov-Lite Loans;

(xx)

not more than 10.0% of the Collateral Principal Amount may consist of Discount Obligations;

(xxi)

not more than 0.0% of the Collateral Principal Amount may consist of Recurring Revenue Loans;

(xxii)

not more than 15.0% of the Collateral Principal Amount may consist of Deferrable Securities or Permitted Deferrable Securities;

(xxiii)

not more than 5.0% of the Collateral Principal Amount may consist of Uptier Priming Debt; and

(xxiv)

not more than 10.0% of the Collateral Principal Amount may consist of Collateral Obligations that are Non-Sponsored Obligations.

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

“Contribution”: The meaning specified in Section 14.19(a).

“Contribution Repayment Amount”: The meaning specified in Section 14.19(b).

“Contributor”: The Holder of Subordinated Notes who makes a Contribution.

“Controlling Class”: The Class A-1 Notes so long as any Class A-1 Notes are Outstanding; then the Class A-2 Notes so long as any Class A-2 Notes are Outstanding; then the Class B Notes so long as any Class B Notes are Outstanding and then the Subordinated Notes so long as any Subordinated Notes are Outstanding.

“Controlling Person”: A Person (other than a Benefit Plan Investor) who has discretionary authority or control with respect to the assets of the Issuer or any Person who provides investment advice for a fee (direct or indirect) with respect to such assets or any affiliate of any such Person. For this purpose, an “affiliate” of a Person includes any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Person. “Control,” with respect to a Person other than an individual, means the power to exercise a controlling influence over the management or policies of such Person.


	-23-

“Corporate Trust Office”: The principal corporate trust office of the Trustee at which this Indenture is administered, currently located at: (i) for Note transfer purposes and presentment of the Notes for final payment thereon, U.S. Bank Trust Company, National Association, 111 Fillmore Avenue East, St. Paul, Minnesota 55107-1402, Attention: Bondholder Services – EP-MN-WS2N, Reference: Jefferies Credit Partners BDC CLO II Ltd. and (ii) for all other purposes: U.S. Bank Trust Company, National Association, 190 S. LaSalle St, 8th Floor, Chicago, IL 60603, MK-IL-SL8T, Attention: Ryan Varnum, email: [email protected]; or in each case, such other address as the Trustee may designate from time to time by notice to the Holders, the Portfolio Manager and the Issuer or the principal corporate trust office of any successor Trustee.

“Cov-Lite Loan”: A Collateral Obligation the Underlying Instruments for which (i) do not contain any financial covenants or (ii) do not require the borrower thereunder to comply with any Maintenance Covenant (regardless of whether compliance with one or more Incurrence Covenants is otherwise required by such Underlying Instruments); provided, that, except for purposes of determining the S&P Recovery Rate of the applicable Collateral Obligation, a Collateral Obligation described in clause (i) or (ii) above which contains either a cross-default provision to, or is pari passu with, another loan of the underlying obligor that requires the underlying obligor to comply with a Maintenance Covenant will be deemed not to be a Cov-Lite Loan.

“Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test, each as applied to each specified Class or Classes of Secured Debt.

“Credit Improved Criteria”: With respect to any Collateral Obligation, the occurrence of any of the following:

(a)

if such Collateral Obligation is a Fixed Rate Obligation, there has been a decrease in the difference between its yield compared to the yield on the relevant U.S. Treasury security of more than 7.5% of its yield since the date of purchase; or

(b)

if such Collateral Obligation is a loan, the price of such loan has changed during the period from the date on which it was acquired by the Issuer to the proposed sale date by a percentage either at least 0.25% more positive, or 0.25% less negative, as the case may be, than the percentage change in the average price of any Eligible Loan Index over the same period, as determined by the Portfolio Manager.

“Credit Improved Obligation”: Any Collateral Obligation which, in the Portfolio Manager’s reasonable commercial business judgment, has significantly improved in credit quality after it was acquired by the Issuer; provided that during a Restricted Trading Period, a Collateral Obligation shall qualify as a Credit Improved Obligation only if (i) the Credit Improved Criteria are satisfied with respect to such Collateral Obligation, (ii) such Collateral Obligation has been upgraded by S&P or placed on a watch list for possible upgrade by S&P since the date on which


	-24-

such Collateral Obligation was purchased by the Issuer or (iii) a Majority of the Controlling Class votes to treat such Collateral Obligation as a Credit Improved Obligation.

“Credit Risk Criteria”: With respect to any Collateral Obligation, the occurrence of any of the following:

(a)

if such Collateral Obligation is a Fixed Rate Obligation, there has been an increase in the difference between its yield compared to the yield on the relevant U.S. Treasury security of more than 7.5% of its yield since the date of purchase;

(b)

the Market Value of such Collateral Obligation has decreased by at least 1.00% of the price paid by the Issuer for such Collateral Obligation due to a deterioration in the related Obligor’s financial ratios or financial results in accordance with the Underlying Instruments relating to such Collateral Obligation; or

(c)

if such Collateral Obligation is a loan, the price of such loan has changed during the period from the date on which it was acquired by the Issuer to the proposed sale date by a percentage either at least 0.25% more negative, or at least 0.25% less positive, as the case may be, than the percentage change in the average price of an average price of any index specified on the Eligible Loan Index as determined by the Portfolio Manager over the same period.

“Credit Risk Obligation”: Any Collateral Obligation that, in the Portfolio Manager’s reasonable commercial business judgment, has a significant risk of declining in credit quality or price; provided that at any time during a Restricted Trading Period, a Collateral Obligation shall qualify as a Credit Risk Obligation for purposes of sales of Collateral Obligations only if, (i) the Credit Risk Criteria are satisfied with respect to such Collateral Obligation, (ii) such Collateral Obligation has been downgraded by S&P or placed on a watch list for possible downgrade by S&P since the date on which such Collateral Obligation was purchased by the Issuer or (iii) a Majority of the Controlling Class votes to treat such Collateral Obligation as a Credit Risk Obligation.

“CRS”: The OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (as amended) (including any implementing legislation, rules, regulations and guidance notes with respect to such law).

“Current Pay Obligation”: Any Collateral Obligation (other than a DIP Collateral Obligation) that would otherwise be treated as a Defaulted Obligation but as to which no payments are due and payable that are unpaid and with respect to which the Portfolio Manager has certified to the Trustee (with a copy to the Collateral Administrator) in writing that it believes, in its reasonable business judgment, that the Obligor or issuer of such Collateral Obligation (a) will continue to make scheduled payments of interest thereon and will pay the principal thereof and all other amounts due and payable thereunder by maturity or as otherwise contractually due, (b) if the Obligor or issuer is subject to a bankruptcy proceeding, it has been the subject of an order of a bankruptcy court that permits it to make the scheduled payments on such Collateral Obligation, which would include, for the avoidance of doubt, any bankruptcy court order for adequate protection payments, and all interest payments, principal payments and other amounts due and payable thereunder have been paid in Cash when due and (c) the Collateral Obligation has a Market


	-25-

Value of at least 80% of its par value (Market Value being determined, solely for the purposes of this clause (c), without taking into consideration clause (iv) of the definition of the term “Market Value”).

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

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

“Custodian”: The meaning specified in the first sentence of Section 3.3(a) with respect to items of collateral referred to therein, and each entity with which an Account is maintained, as the context may require, each of which shall be a Securities Intermediary.

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

“Debt”: The Secured Notes and the Subordinated Notes.

“Debtholder”: With respect to any Debt, the Person whose name appears on the Register as the registered holder of such Debt.

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

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

“Defaulted Obligation”: Any Collateral Obligation included in the Assets as to which:

(a)

a default as to the payment of principal and/or interest has occurred and is continuing with respect to such Collateral Obligation (without regard to any grace period applicable thereto, or waiver or forbearance thereof, after the passage (in the case of a default that in the Portfolio Manager’s judgment, as certified to the Trustee in writing, is not due to credit-related causes) of five Business Days or seven calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto);

(b)

a default known to the Portfolio Manager as to the payment of principal and/or interest has occurred and is continuing on another debt obligation of the same issuer or obligor which is senior or pari passu in right of payment to such Collateral Obligation (without regard to any grace period applicable thereto, or waiver or forbearance thereof, after the passage (in the case of a default that in the Portfolio Manager’s judgment, as certified to the Trustee in


	-26-

writing, is not due to credit-related causes) of five Business Days or seven calendar days, whichever is greater, but in no case beyond the passage of any grace period applicable thereto, and the holders of such Collateral Obligation have accelerated the maturity of all or a portion of such Collateral Obligation; provided that (x) the Collateral Obligation shall constitute a Defaulted Obligation under this clause (b) only until such acceleration has been rescinded and (y) both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable issuer or obligor and secured by the same collateral);

(c)

the issuer or obligor or others have instituted Proceedings to have the issuer or obligor adjudicated as bankrupt or insolvent or placed into receivership and such Proceedings have not been stayed or dismissed or such issuer or obligor has filed for protection under Chapter 11 of the United States Bankruptcy Code;

(d)

the Obligor on such Collateral Obligation has an S&P Rating of “CC” or below or “SD” or had such rating immediately before such rating was withdrawn;

(e)

the Portfolio Manager has actual knowledge that such Collateral Obligation is pari passu in right of payment as to the payment of principal and/or interest to another debt obligation of the same issuer or obligor which has an S&P Rating of “CC” or below or “SD” or had such rating immediately before it was withdrawn; provided that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable issuer or obligor and secured by the same collateral;

(f)

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

(g)

the Portfolio Manager has in its reasonable commercial judgment otherwise declared such debt obligation to be a “Defaulted Obligation”;

(h)

such Collateral Obligation is a 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 Participation Interest;

(i)

such Collateral Obligation is a Participation Interest in a loan that would, if such loan were a Collateral Obligation, constitute a “Defaulted Obligation” other than with respect to which the Selling Institution has an S&P Rating of “CC” or below or “SD” or had such rating before such rating was withdrawn; or

(j)

such Collateral Obligation is a Specified Unsold Obligation with respect to which a trade date in respect of its sale has not occurred within 30 days following the effective date of the related Maturity Amendment;


	-27-

provided that (x) a Collateral Obligation will not constitute a Defaulted Obligation pursuant to clauses (b) through (e) and (i) above if such Collateral Obligation (or, in the case of a Participation Interest, the underlying Senior Secured Loan) is a Current Pay Obligation (provided that the Aggregate Principal Balance of Current Pay Obligations exceeding 7.5% of the Collateral Principal Amount will be treated as Defaulted Obligations) and (y) a Collateral Obligation will not constitute a Defaulted Obligation pursuant to any of clauses (b), (c), (d) and (e) above if such Collateral Obligation (or, in the case of a Participation Interest, the underlying Senior Secured Loan) is a DIP Collateral Obligation (other than a DIP Collateral Obligation that has an S&P rating of “SD” or “CC” or lower).

“Deferrable Security”: A Collateral Obligation (including any Permitted Deferrable Security) that by its terms permits the deferral or capitalization of payment of accrued, unpaid interest; provided that a loan that requires, by the terms of its applicable Underlying Instruments, interest to be paid in cash at a rate of (in the case of a loan that is a Fixed Rate Obligation) at least 3.00% and (in the case of a loan that is a Floating Rate Obligation) at least the Benchmark plus 2.00% per annum shall be deemed not to be a Deferrable Security.

“Deferring Security”: A Deferrable Security that is deferring the payment of the current cash pay interest due thereon and has been so deferring the payment of such interest due thereon (i) with respect to Collateral Obligations that have an S&P Rating of at least “BBB-” for the shorter of two consecutive accrual periods or one year and (ii) with respect to Collateral Obligations that have an S&P Rating of “BB+” or below for the shorter of one accrual period or six consecutive months, which deferred capitalized interest has not, as of the date of determination, been paid in Cash; provided that such Deferrable Security shall cease to be a Deferring Security at such time as it (a) ceases to defer or capitalize the payment of interest, (b) pays in Cash all accrued and unpaid interest and (c) commences payment of all current interest in Cash.

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

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

(a)

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

(i)

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;

(ii)

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


	-28-

(iii)

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

(b)

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

(i)

causing such Uncertificated Security to be continuously registered on the books of the issuer thereof to the Custodian; and

(ii)

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

(c)

in the case of each Clearing Corporation Security,

(i)

causing the relevant Clearing Corporation to credit such Clearing Corporation Security to the securities account of the Custodian; and

(ii)

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

(d)

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

(i)

causing the creation of a Security Entitlement to such Government Security by the credit of such Government Security to the securities account of the Custodian at such FRB; and

(ii)

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

(e)

in the case of each Security Entitlement not governed by clauses (a) through (d) above,

(i)

causing a Securities Intermediary (x) to indicate on its books and records that the underlying Financial Asset has been credited to the Custodian’s securities account, (y) to receive a Financial Asset from a Securities Intermediary or acquiring the underlying Financial Asset for a Securities Intermediary, and in either case, accepting it for credit to the Custodian’s securities account or (z) to become obligated under other law, regulation or rule to credit the underlying Financial Asset to a Securities Intermediary’s securities account;


	-29-

(ii)

causing such Securities Intermediary to make entries on its books and records continuously identifying such Security Entitlement as belonging to the Custodian and continuously indicating on its books and records that such Security Entitlement is credited to the Custodian’s securities account; and

(iii)

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;

(f)

in the case of Cash or Money,

(i)

causing the delivery of such Cash or Money to the Trustee for credit to the applicable Account or to the Custodian;

(ii)

if delivered to the Custodian, causing the Custodian to treat such Cash or Money as a Financial Asset maintained by such Custodian for credit to the applicable Account in accordance with the provisions of Article 8 of the UCC or causing the Custodian to deposit such Cash or Money to a deposit account over which the Custodian has control (within the meaning of Section 9-104 of the UCC); and

(iii)

causing the Custodian to indicate continuously on its books and records that such Cash or Money is credited to the applicable Account; and

(g)

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

(i)

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

(ii)

causing the registration of the security interest granted under this Indenture in the register of mortgages and charges of the Issuer maintained at the Issuer’s registered office in the Cayman Islands.

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

“Designated Excess Par”: The meaning specified in Section 9.2(h).

“Designated Principal Proceeds”: The amounts on deposit in the PrincipalCollection Subaccount and/or the Ramp-Up Account that have been designated by the Portfolio Manager as Interest Proceeds on or before the Determination Date relating to the first Payment Date after the Effective Date, subject to a maximum of 1.00% of the Target Portfolio Par; provided, that no amount may be so designated unless prior to and following such designation, each of (i) the Target Portfolio Par Condition, (ii) the Collateral Quality Tests and (iii) the Concentration Limitations have been satisfied.


	-30-

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

“DIP Collateral Obligation”: A loan made to a debtor-in-possession pursuant to Section 364 of the 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.

“Discount Obligation”: Any Collateral Obligation that the Portfolio Manager determines is acquired by the Issuer for a purchase price (as determined without averaging the purchase price on different days) that is,

(A)

in the case of interests with an S&P Rating of below “B-,” acquired by the Issuer for a purchase price of less than 85% of the principal balance of such Collateral Obligation; and

(B)

in the case of interests with an S&P Rating of “B-” or higher, acquired by the Issuer for a purchase price of less than 80% of the principal balance of such Collateral Obligation;

provided that such Collateral Obligation shall cease to be a Discount Obligation at such time as the Market Value (expressed as a percentage of par) of such Collateral Obligation, as determined for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 90% of the principal balance of such Collateral Obligation; provided, further, that (a) any Collateral Obligation that is purchased with proceeds from a sale of a Collateral Obligation that was not a Discount Obligation at the time of its purchase and would otherwise be a Discount Obligation shall not be considered a Discount Obligation if such Collateral Obligation: (A) is purchased or committed to be purchased within five Business Days of such sale of a Collateral Obligation, (B) is purchased at a purchase price (expressed as a percentage of the par amount of such Collateral Obligation) equal to or greater than the sale price of such Collateral Obligation, (C) is purchased at a purchase price (expressed as a percentage of the par amount of such Collateral Obligation) at least equal to 50% of its Principal Balance and (D) has an S&P Rating equal to or greater than the S&P Rating of the sold Collateral Obligation and (b) the previous clause (a) shall not apply to such Collateral Obligation if at the time of such acquisition either (A) such application of clause (a) would result in more than 7.5% of the Collateral Principal Amount consisting of Collateral Obligations to which clause (a) has been applied or (B) the Aggregate Principal Balance of all Collateral Obligations to which clause (a) has been applied since the Closing Date is more than 12.5% of the Target Portfolio Par.

“Distribution Report”: The meaning specified in Section 10.6(b).

“Divisive Merger”: A division into two or more entities pursuant to the laws of any jurisdiction.

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


	-31-

“Domicile” or “Domiciled”: With respect to any issuer of, or obligor with respect to, a Collateral Obligation:

(a)

except as provided in clause (b) and (c) below, its country of organization;

(b)

if it is organized in Luxembourg, its “Domicile” shall be deemed to be the country in which, in the Portfolio Manager’s good faith estimate, a substantial portion of its operations are located or from which a substantial portion of its revenue is derived, in each case directly or through subsidiaries (which shall be any jurisdiction and country known at the time of designation by the Portfolio Manager to be the source of the majority of revenues, if any, of such issuer or obligor); or

(c)

if its payment obligations in respect of such Collateral Obligations are guaranteed, such guarantee satisfies the applicable Rating Agency criteria applicable to guarantees, and the guarantor under such guarantee is a person or entity that is organized in the United States, then the United States.

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

"Due Date”: Each date on which any payment is due on an Asset in accordance with its terms.

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

“Effective Date”: The earlier to occur of (i) September 25, 2026 and (ii) the first date on which the Portfolio Manager certifies to the Trustee and the Collateral Administrator that the Target Portfolio Par Condition has been satisfied.

“Effective Date Report”: A report prepared by the Collateral Administrator and determined as of the Effective Date, containing (A) the information required in a Monthly Report and (B) a calculation with respect to whether the Target Portfolio Par Condition is satisfied.

“Effective Date S&P Condition”: A condition that will be satisfied if (a) the S&P CDO Monitor Election Date has not occurred, (b) the Portfolio Manager (on behalf of the Issuer) certifies to S&P that, as of the Effective Date, (x) the Effective Date Specified Tested Items are satisfied and (y) all reports required to be provided in connection with the Effective Date pursuant to Section 7.18(c) hereof have been provided and (c) the Issuer causes the Collateral Administrator to make available to S&P (i) the Effective Date Report showing satisfaction of the S&P CDO Monitor Test and the Target Portfolio Par Condition and (ii) the S&P Excel Default Model Input File.

“Effective Date Specified Tested Items”: The Collateral Quality Test, the Overcollateralization Ratio Tests, the Concentration Limitations and the Target Portfolio Par Condition.


	-32-

“Elevation Date”: For each Collateral Obligation in which a Closing Date Participation Interest is granted pursuant to the JCP BDC SPV Sale Agreement, the date on which the assignment of such Collateral Obligation to the Issuer has become effective and such Collateral Obligation becomes legally owned by the Issuer.

“Eligible Investment Required Ratings”: A long-term and a short-term issue credit rating of at least “A” and “A-1” by S&P (or at least “A+” by S&P if such institution has no short-term issue credit rating).

“Eligible Investments”: Either Cash or any Dollar investment that, at the time it is Delivered (directly or through an intermediary or bailee), (x) matures not later than the earlier of (A) the date that is 60 days after the date of Delivery thereof and (B) the Business Day immediately preceding the Payment Date immediately following the date of Delivery thereof unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which case such Eligible Investments may mature on such Payment Date, and (y) is one or more of the following obligations or securities:

(i)

direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America whose obligations are expressly backed by the full faith and credit of the United States of America that satisfies the Eligible Investment Required Ratings at the time of such investment or contractual commitment providing for such investment; provided that, notwithstanding the foregoing, the following securities shall not be Eligible Investments: (a) General Services Administration participation certificates, (b) U.S. Maritime Administration guaranteed Title XI financings; (c) Financing Corp. debt obligations; (d) Farmers Home Administration Certificates of Beneficial Ownership; and (e) Washington Metropolitan Area Transit Authority guaranteed transit bonds;

(ii)

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

(iii)

commercial paper or other short-term obligations (other than Asset-Backed Commercial Paper) with the Eligible Investment Required Ratings and that either bear interest or are sold at a discount from the face amount thereof and have a maturity of not more than 183 days from their date of issuance; or


	-33-

(iv)

money market funds registered under the Investment Company Act that have, at all times, credit ratings of “AAAm” by S&P;

provided that (1) 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, other than those referred to in clause (iv) above, as mature (or are putable at par to the issuer thereof) no later than the Business Day prior to the next Payment Date (or, if such Eligible Investments are issued by the Trustee in its capacity as a banking institution, on such Payment Date); (2) none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an “f,” “p,” “sf” or “t” subscript assigned to its rating by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) at the time such obligation or security is acquired, payments thereunder are subject to withholding tax, unless the related obligor is required to make “gross-up payments” that ensure that the net amount actually received by the Issuer (after payment of all such taxes) equals the full amount that the Issuer would have received had no such taxes been imposed, (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 Portfolio Manager’s judgment, such obligation or security is subject to material non-credit related risks, (h) such obligation is a Structured Finance Obligation, or (i) such obligation or security is represented by a certificate of interest in a grantor trust; and (3) Asset-Backed Commercial Paper shall not be considered an Eligible Investment. Eligible Investments may include, without limitation, those investments issued by or made with the Bank or for which the Bank or the Trustee or an Affiliate of the Bank or the Trustee provides services and receives compensation. The Trustee shall not be responsible for determining if an investment is an “Eligible Investment.”

“Eligible Loan Index”: Any of the nationally recognized Loan indices specified in Schedule 1 hereto, as such schedule may be amended from time to time by the Portfolio Manager upon prior notice to S&P in respect thereto; provided that any new index included on an amended Schedule 1 shall be a nationally recognized index for the relevant type of assets. The Portfolio Manager shall provide a copy of any amendment to Schedule 1 to the Collateral Administrator.

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

“Equity Security”: Any security or debt obligation (excluding any Specified Equity Security, Loss Mitigation Obligation or Specified Defaulted Obligation) that by its terms does not provide for periodic payments of interest at a stated coupon rate and repayment of principal at a stated maturity and any other security that is not eligible for purchase by the Issuer as a Collateral Obligation and is not an Eligible Investment.

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


	-34-

“EU Retention Requirements”: The risk retention requirement under Article 6 of the EU Securitization Regulation.

“EU Securitization Regulation”: Regulation (EU) 2017/2402 of the European Parliament and of the Council.

“EU Transparency and Reporting Requirements”: The transparency and reporting requirements imposed by Article 7 of the EU Securitization Regulation, together with any other guidelines and technical standards published in relation thereto by the EBA, ESMA or other relevant EU regulator, or contained in any European Commission delegated regulation as may be effective from time to time, together with any amendments to those provisions or any successor or replacement provisions included in any European Union directive or regulation.

“EU/UK Retained Interest”: The Notes held by the Retention Holder under the EU/UK Risk Retention Requirements (and any successor, assign or transferee to the extent permitted under the EU/UK Risk Retention Requirements and notified in writing to the Trustee, the Collateral Administrator and the Issuer), on an ongoing basis for as long as any Class of Notes remains outstanding, with an Aggregate Outstanding Amount equal to not less than 5% of each Class of Notes then Outstanding determined in accordance with Article 6 of the EU/UK Risk Retention Requirements as in effect on the Closing Date.

“EU/UK Risk Retention Requirements”: The EU Retention Requirements and the UK Securitization Framework, collectively.

“Euroclear”: Euroclear Bank S.A./N.V.

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

“Excepted Property”: The meaning specified in the Granting Clauses.

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

“Excess Weighted Average Coupon”: A percentage equal as of any Measurement Date to a number obtained by multiplying (a) the excess, if any, of the Weighted Average Coupon over the Minimum Weighted Average Coupon by (b) the number obtained by dividing the Aggregate Principal Balance of all Fixed Rate Obligations by the Aggregate Principal Balance of all Floating Rate Obligations.

“Excess Weighted Average Floating Spread”: A percentage equal as of any Measurement Date to a number obtained by multiplying (a) the excess, if any, of the Weighted Average Floating Spread over the Minimum Floating Spread by (b) the number obtained by dividing the Aggregate Principal Balance of all Floating Rate Obligations by the Aggregate Principal Balance of all Fixed Rate Obligations.

“Exchange Act”: The United States Securities Exchange Act of 1934, as amended. “Exercise Notice”: The meaning specified in Section 9.9(c).


	-35-

“Expense Reserve Account”: The account established pursuant to Section 10.3(d).

“Fallback Rate”: The rate determined by the Portfolio Manager that is either (x) the quarterly pay reference rate recognized or acknowledged as being the industry standard replacement rate for leveraged loans (which recognition may be in the form of a press release, a member announcement, member advice, letter, protocol, publication of standard terms or otherwise) by the LSTA or the Federal Reserve or (y) the quarterly-pay rate associated with the reference rate applicable to the largest percentage of the Floating Rate Obligations (as determined by the Portfolio Manager as of the applicable Interest Determination Date) together with the prevailing modifier in such Floating Rate Obligations necessary to cause such rate to be comparable to the Term SOFR Rate, which may include an addition to or subtraction from such unadjusted rate. For the avoidance of doubt, the Fallback Rate shall be no less than zero.

“FATCA”: Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471 of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance notes or practices adopted pursuant to any such intergovernmental agreement.

“FCA”: The UK’s Financial Conduct Authority.

“FCA Handbook”: The handbook of rules and guidance adopted by the FCA.

“Federal Reserve Bank of New York’s Website”: The website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

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

“Fee Basis Amount”: As of any date of determination, the sum of (a) the Collateral

Principal Amount (excluding Defaulted Obligations), (b) the Aggregate Principal Balance of all Defaulted Obligations, (c) the aggregate outstanding principal amount (excluding any capitalized interest) of all Loss Mitigation Obligations and (d) the aggregate amount of all Principal Financed Accrued Interest.

“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.


	-36-

“First-Lien Last-Out Loan”: A Collateral Obligation that is a Senior SecuredLoan but that, prior to a default with respect such loan, is entitled to receive payments pari passu with other secured Loans of the same obligor, but following a default becomes fully subordinated to the other secured Loans of the same obligor and is not entitled to any payments until such other secured Loans are paid in full.

“First Look Right”: The meaning specified in Section 5.17(e). “Fixed Rate Debt”: Debt that bears interest at fixed rates.

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

“Floating Rate Debt”: Debt that bears interest at floating rates, which on the Closing Date shall consist of the Class A-1 Notes, the Class A-2 Notes and the Class B Notes.

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

“FSMA”: The Financial Services and Markets Act 2000 (as amended).

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

“Global Notes”: The Regulation S Global Notes and the Rule 144A Global Notes.

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

“Grant” or “Granted”: To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant of the Assets, or of any other instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including, the immediate continuing right to claim for, collect, receive and receipt for principal and interest payments in respect of the Assets, and all other Monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Group I Country”: The Netherlands, Australia, New Zealand and the United Kingdom.

“Group II Country”: Germany, Ireland, Sweden and Switzerland.

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


	-37-

“Hedge Agreement”: Any interest rate swap, floor and/or cap agreements, between the Issuer and any Hedge Counterparty, as amended from time to time, and any replacement agreement entered into in accordance with this Indenture.

“Hedge Counterparty”: Any one or more institutions entering into or guaranteeing a Hedge Agreement with the Issuer that satisfies the Required Hedge Counterparty Rating that has entered into a Hedge Agreement with the Issuer, including any permitted assignee or successor under the Hedge Agreements.

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

“Highest Priority Class”: Solely with respect to any Class or Classes rated by S&P as of any date of determination, the Class of Secured Debt Outstanding that ranks higher in right of payment than each other Class of Secured Debt in the Secured Debt Payment Sequence; provided that, for purposes of this definition, the most subordinate Class in the Secured Debt Payment Sequence with a rating of “AAA” by S&P shall be the Highest Priority Class for so long as such Class is Outstanding.

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

“Incentive Management Fee”: An amount which the Portfolio Manager is entitled to receive on each Payment Date pursuant to Sections 11.1(a)(i)(Q)(2), 11.1(a)(ii)(J)(2) and 11.1(a)(iv)(N)(2), as applicable, commencing on the Payment Date on which the Target Return has been achieved. Notwithstanding the foregoing, if the Portfolio Manager has resigned or has been removed as Portfolio Manager, the Incentive Management Fees that are due and payable to the former Portfolio Manager and any successor Portfolio Manager shall be based upon the former Portfolio Manager’s determination of each Portfolio Manager’s proportional participation and engagement in providing services to the Issuer in connection with the management of the Issuer’s portfolio and duties in the Portfolio Management Agreement.

“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.

“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


	-38-

Person within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants. For purposes of this definition, no manager or director of any Person shall fail to be Independent solely because such Person acts as an independent manager or independent director thereof or of any such Person’s Affiliates.

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 Portfolio Manager and their respective Affiliates.

“Index Maturity”: With respect to any Class of Secured Debt, the maturity of the Benchmark used to calculate the Interest Rate for such Class as indicated in Section 2.3; provided that, with respect to the portion of the first Interest Accrual Period from the Closing Date to the Interest Determination Date, the Term SOFR Rate will be determined by interpolating linearly (and rounding to five decimal places) between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.

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

“Information”: The information required by S&P’s “Credit FAQ: Anatomy Of A Credit Estimate: What It Means And How We Do It” dated January 14, 2021 and any other available information S&P reasonably requests in order to produce a credit estimate for a particular asset.

“Information Agent”: The meaning specified in Section 7.20(b). “Information Agent’s Website”: The meaning specified in Section 7.20(a).

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

“Insolvency Proceeding”: Any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation Proceedings, or other Proceedings under U.S. federal or state bankruptcy or similar laws.

“Institutional Collateral”: The meaning specified in Section 10.4.

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


	-39-

“Interest Accrual Period”: With respect to each Class of Secured Debt (i) with respect to the initial Payment Date (or, in the case of a Class that is subject to a Refinancing or Re-Pricing, the first Payment Date following the Refinancing or Re-Pricing, as applicable), the period from and including the Closing Date (or, in the case of a Refinancing or a Re-Pricing, the date of issuance of the replacement notes or the Re-Pricing Date, as applicable), to but excluding such Payment Date; and (ii) with respect to each succeeding Payment Date, the period from and including the immediately preceding Payment Date to but excluding the following Payment Date (or, in the case of a Class that is subject to (x) redemption on a Partial Redemption Date, Non-Payment Date Refinancing Date or Redemption Date, to but excluding such Partial Redemption Date, Non-Payment Date Refinancing Date or Redemption Date, as applicable, and (y) a Re-Pricing, to but excluding the applicable Re-Pricing Date for such Class) until the principal of such Class is paid or made available for payment. Notwithstanding the foregoing, solely with respect to any Fixed Rate Debt, the Payment Dates referenced for purposes of determining any Interest Accrual Period shall be deemed to be the 25th day of the relevant calendar month set forth in the definition of Payment Date, irrespective of whether such day is a Business Day.

“Interest Collection Subaccount”: The meaning specified in Section 10.2(a). “Interest Coverage Ratio”: For any designated Class or Classes of Secured Debt, as of any date of determination, the percentage derived from the following equation: (A – B) / C, where:


	A =	The Collateral Interest Amount as of such date of determination;
	B =	Amounts payable (or expected as of the date of determination to be payable) on the following Payment Date as set forth in clauses (A) through (C) in Section 11.1(a)(i); and
	C =	Interest due and payable on the Secured Debt of such Class or Classes and each Class of Secured Debt that rank senior to or pari passu with such Class or Classes on such Payment Date.

“Interest Coverage Test”: A test that is satisfied with respect to any designated Class or Classes of Secured Debt as of any date of determination on, or subsequent to, the Determination Date occurring immediately prior to the second Payment Date, if (i) the Interest Coverage Ratio for such Class or Classes on such date is at least equal to the Required Interest Coverage Ratio for such Class or Classes or (ii) such Class or Classes of Secured Debt are no longer Outstanding.

“Interest Determination Date”: With respect to (a) the first Interest Accrual Period, each Notional Determination Date and (b) each Interest Accrual Period thereafter, the second U.S. Government Securities Business Day preceding the first day of each Interest Accrual Period.

“Interest Determination End Date”: July 25, 2026.


	-40-

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

(i)

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

(ii)

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

(iii)

all amendment and waiver fees, late payment fees, ticking fees and other fees received by the Issuer during the related Collection Period, except for those in connection with (a) the lengthening of the maturity of the related Collateral Obligation or (b) the reduction of the par of the related Collateral Obligation, as determined by the Portfolio Manager with notice to the Trustee and the Collateral Administrator;

(iv)

commitment fees and other similar fees received by the Issuer during such Collection Period in respect of Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations;

(v)

any payment received with respect to any Hedge Agreement other than (a) an upfront payment received upon entering into such Hedge Agreement or (b) a payment (excluding any payment or portion thereof in respect of unpaid amounts (as defined in the relevant Hedge Agreement)) received as a result of the termination of any Hedge Agreement (net of any amounts due and payable by the Issuer to the related Hedge Counterparty in connection with such termination) to the extent not used by the Issuer to enter into a new or replacement Hedge Agreement (for purposes of this subclause (v), any such payment received or to be received on or before 10:00 a.m. New York time on the related Payment Date shall be deemed received in respect of the preceding Collection Period and included in the calculation of Interest Proceeds received in such Collection Period);

(vi)

any amounts deposited in the Collection Account from the Expense Reserve Account that are designated as Interest Proceeds in the sole discretion of the Portfolio Manager pursuant to this Indenture in respect of the related Determination Date;

(vii)

any Designated Principal Proceeds deposited in the Interest Collection Subaccount from the Principal Collection Subaccount and/or the Ramp-Up Account at the direction of the Portfolio Manager pursuant to Section 10.2(a) and/or Section 10.3(c), as the case may be;

(viii)

any amounts deposited in the Interest Collection Subaccount from the Interest Reserve Account at the direction of the Portfolio Manager pursuant to Section 10.3(e);


	-41-

(ix)

any monies received from external sources for the benefit of the Secured Parties (other than payments on or in respect of the Collateral Obligations, Eligible Investments or other existing Assets) and designated as Interest Proceeds by the Portfolio Manager in accordance with this Indenture;

(x)

[reserved];

(xi)

any Designated Excess Par in connection with a Refinancing of all Classes of Secured Debt; and

(xii)

any Contributions that the Portfolio Manager designates as Interest Proceeds.

provided that (a) any amounts received in respect of any Defaulted Obligation (other than a Specified Defaulted Obligation) will constitute (x) Principal Proceeds (and not Interest Proceeds) until the aggregate of all collections in respect of such Defaulted Obligation since it became a Defaulted Obligation equals the Principal Balance of such Collateral Obligation at the time it became a Defaulted Obligation and (y) Interest Proceeds thereafter, (b) the portion of any prepayment of a Collateral Obligation that is above the par amount of such Collateral Obligation will constitute Principal Proceeds (and not Interest Proceeds) and (c) the Portfolio Manager (in its sole discretion exercised on or before the related Determination Date) may classify any and all amounts (including, for the avoidance of doubt, any Sale Proceeds or fees) received in respect of Loss Mitigation Obligations, Specified Defaulted Obligations, Equity Securities or Specified Equity Securities as Interest Proceeds or Principal Proceeds; provided, further, that with respect to this clause (c), any and all amounts (including, for the avoidance of doubt, any Sale Proceeds or fees) received in respect of any Loss Mitigation Obligation, Specified Defaulted Obligation, Equity Security or Specified Equity Security will, in each case, constitute Principal Proceeds (and not Interest Proceeds) until the sum of the aggregate of all recoveries in respect of such Loss Mitigation Obligation, Specified Defaulted Obligation, Equity Security or Specified Equity Security, plus the aggregate of all recoveries in respect of the related Defaulted Obligation or Credit Risk Obligation, as applicable, equals the sum of (A) the outstanding Principal Balance of such Collateral Obligation when it became a Defaulted Obligation or a Credit Risk Obligation and (B) the higher of (x) the aggregate amount of Principal Proceeds used to acquire such Loss Mitigation Obligation, Specified Defaulted Obligation, Equity Security or Specified Equity Security and (y) the value of such Loss Mitigation Obligation, Specified Defaulted Obligation, Equity Security or Specified Equity Security for purposes of calculating the Adjusted Collateral Principal Amount.

Notwithstanding the foregoing, in the Portfolio Manager’s sole discretion, Interest Proceeds may be classified as Principal Proceeds; provided that (i) such designation will not result in non-payment of interest on any Class of Secured Debt and (ii) such classification shall be irrevocable.

“Interest Rate”: With respect to each Class of Secured Debt, (i) unless a Re-Pricing has occurred with respect to such Class of Debt, the per annum stated interest rate payable on such Class with respect to each Interest Accrual Period specified in Section 2.3 and (ii) upon the occurrence of a Re-Pricing with respect to such Re-Priced Class (x) for Floating Rate Debt,


	-42-

the applicable Re-Pricing Rate plus the Benchmark for such Interest Accrual Period and (y) for Fixed Rate Debt, the applicable fixed rate of interest for such Interest Accrual Period.

“Interest Reserve Account”: The account established pursuant to Section 10.3(e).

“Interest Reserve Amount”: U.S.$1,250,000.

“Internal Rate of Return”: For purposes of the definition of Incentive Management Fee, the rate of return on the Subordinated Notes that would result in a net present value of zero, assuming (i) the initial Aggregate Outstanding Amount of the Subordinated Notes on the Closing Date as the initial negative cash flow on the Closing Date and all payments to Holders of the Subordinated Notes on the current and each preceding Payment Date as subsequent positive cash flows (including the Redemption Date), if applicable, (ii) the initial date for the calculation as the Closing Date, (iii) the number of days to each subsequent Payment Date from the Closing Date calculated on an Actual/365 basis and (iv) such rate of return shall be calculated using the XIRR function in Excel (or any successor program).

“Investment Advisers Act”: The United States Investment Advisers Act of 1940, as amended.

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

“Investment Criteria”: The criteria specified in Section 12.2(a)(1) and Section 12.2(a)(2), collectively.

“Investment Criteria Adjusted Balance”: With respect to each Collateral Obligation, the Principal Balance of such Collateral Obligation; provided that for all purposes the Investment Criteria Adjusted Balance of any:

(i)

Deferring Security shall be the S&P Collateral Value of such Deferring Security;

(ii)

Discount Obligation shall be the product of (x) the purchase price (expressed as a percentage of par) and (y) the Principal Balance of such Discount Obligation; and

(iii)

CCC Collateral Obligation included in the CCC Excess shall be the Market Value of such Collateral Obligation;

provided, further, that the Investment Criteria Adjusted Balance for any Collateral Obligation that satisfies more than one of the definitions of Deferring Security, Discount Obligation or is included in the CCC Excess shall be the lowest amount determined pursuant to clauses (i), (ii) and (iii).


	-43-

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

“IRS”: United States Internal Revenue Service.

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

“Issuer Order” and “Issuer Request”: A written order or request (which may be a standing order or request) dated and signed in the name of the Applicable Issuers or by an Authorized Officer of the Issuer or the Co-Issuer, as applicable, or by the Portfolio Manager by an Authorized Officer thereof, on behalf of the Issuer. For the avoidance of doubt, an order or request provided in an email or other electronic communication acceptable to the Trustee sent by an Authorized Officer of the Issuer or Co-Issuer or by an Authorized Officer of the Portfolio Manager on behalf of the Issuer or the Co-Issuer shall constitute an Issuer Order, in each case except to the extent that the Trustee requests otherwise.

“Jefferies”: Jefferies Financial Group Inc.

“JCP BDC SPV”: JCP BDC SPV I LLC.

“JCP BDC SPV Sale Agreement”: The JCP BDC SPV Sale Agreement, dated as of the Closing Date, between JCP BDC SPV, as seller, and the Issuer, as purchaser, as amended from time to time in accordance with the terms thereof.

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

“Junior Mezzanine Notes”: The meaning specified in Section 2.14(a). “Knowledgeable Employee”: The meaning set forth in Rule 3c-5 promulgated under the Investment Company Act.

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

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

“Long-Dated Obligation”: Any Collateral Obligation that has a stated maturity later than the earliest Stated Maturity of the Debt.

“Loss Mitigation Obligation”: A Loan purchased by the Issuer in connection with the workout, restructuring or a related scheme to mitigate losses with respect to a related Defaulted Obligation or a related Credit Risk Obligation, as applicable, which Loan, in the Portfolio Manager’s judgment exercised in accordance with the Portfolio Management Agreement, is


	-44-

necessary to collect an increased recovery value of the related Defaulted Obligation or the related Credit Risk Obligation, as applicable; provided, that, (a) the Portfolio Manager may designate (by written notice to the Issuer and the Collateral Administrator) any Loss Mitigation Obligation as a Specified Defaulted Obligation so long as the Specified Defaulted Obligation Condition is satisfied (and, for the avoidance of doubt, any such Specified Defaulted Obligation shall constitute a Defaulted Obligation and not a Loss Mitigation Obligation) and (b) on any Business Day as of which such Loss Mitigation Obligation or Specified Defaulted Obligation satisfies the definition of “Collateral Obligation,” the Portfolio Manager may designate (by written notice to the Issuer and the Collateral Administrator) such Loss Mitigation Obligation or Specified Defaulted Obligation, as applicable, as a “Collateral Obligation”. For the avoidance of doubt, any Loss Mitigation Obligation or Specified Defaulted Obligation designated as a “Collateral Obligation” in accordance with the terms of this definition shall constitute a Collateral Obligation (and not a Loss Mitigation Obligation or a Specified Defaulted Obligation), in each case, following such designation.

“LSTA”: The Loan Syndications and Trading Association®.

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

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

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

“Market Value”: With respect to any Collateral Obligation or other assets, the amount (determined by the Portfolio Manager) equal to the product of the principal amount thereof and the price determined in the following manner:

(i)

the bid price determined by the Loan Pricing Corporation, LoanX Inc. or Markit Group Limited or any other nationally recognized loan pricing service selected by the Portfolio Manager with notice to S&P (only for so long as any Secured Debt remains Outstanding); or

(ii)

if the price described in clause (i) is not available,

(A)

the average of the bid prices determined by three broker-dealers active in the trading of such asset that are Independent from each other and the Issuer and the Portfolio Manager;

(B)

if only two such bids can be obtained, the lower of the bid prices of such two bids; or


	-45-

(C)

if only one such bid can be obtained, and such bid was obtained from a Qualified Broker/Dealer, such bid; or

(iii)

if the Market Value cannot be determined in accordance with clauses (i) or (ii) above, then the Market Value shall be the Appraised Value; provided that the Appraised Value of such Collateral Obligation has been obtained or updated within the immediately preceding four months;

(iv)

if a price or such bid described in clause (i), (ii) or (iii) is not available, then the Market Value of an asset shall be the lower of (x) the lower of (A) the S&P Recovery Rate and (B) 70% of the outstanding principal amount of such Collateral Obligation and (y) the price at which the Portfolio Manager reasonably believes such asset could be sold in the market within 30 days, as certified by the Portfolio Manager to the Trustee and determined by the Portfolio Manager consistent with the manner in which it would determine the market value of an asset for purposes of other funds or accounts managed by it; provided that, if the Portfolio Manager is not a Registered Investment Adviser, the Market Value of any such asset may not be determined in accordance with this clause (iv) for more than 30 days; or

(v)

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

“Master Loan Sale Agreement”: That certain Master Loan Sale Agreement, dated as of the Closing Date among JCP BDC SPV and the Retention Holder, as sellers, and the Issuer, as purchaser (as amended from time to time).

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

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

“Maturity Amendment”: With respect to any Collateral Obligation, any waiver, modification, amendment or variance (other than in connection with an insolvency, bankruptcy, or distressed reorganization of the Obligor thereof) that would extend the stated maturity date of such Collateral Obligation. For the avoidance of doubt, a waiver, modification, amendment or variance that would extend the stated maturity date of the credit facility of which a Collateral Obligation is part, but would not extend the stated maturity date of the Collateral Obligation held by the Issuer, does not constitute a Maturity Amendment.


	-46-

“Measurement Date”: (i) Any day on which a purchase of a Collateral Obligation occurs, (ii) any Determination Date, (iii) the date as of which the information in any Monthly Report is calculated, (iv) with five Business Days’ prior written notice, any Business Day requested by the Rating Agency then rating any Class of Outstanding Debt and (v) the Effective Date.

“Memorandum and Articles”: The Issuer’s amended and restated memorandum and articles of association, as they may be further amended, revised or restated from time to time.

“Merging Entity”: The meaning specified in Section 7.10.

“Minimum Denomination”: With respect to each Class, the minimum denominations and integral multiples specified in Section 2.3.

“Minimum Floating Spread”: The applicable percentage set forth in the definition of “S&P CDO Monitor” upon the option chosen by the Portfolio Manager.

“Minimum Floating Spread Test”: The test that is satisfied on any Measurement Date if the Weighted Average Floating Spread plus the Excess Weighted Average Coupon equals or exceeds the Minimum Floating Spread.

“Minimum Weighted Average Coupon”: (i) If any of the Collateral Obligations are Fixed Rate Obligations, 6.50% and (ii) otherwise, 0.00%.

“Minimum Weighted Average Coupon Test”: A test that is satisfied on any Measurement Date if the Weighted Average Coupon plus the Excess Weighted Average Floating Spread equals or exceeds the Minimum Weighted Average Coupon.

“Money”: The meaning specified in Section 1-201(24) of the UCC. “Monthly Report”: The meaning specified in Section 10.6(a). “Moody’s”: Moody’s Investors Service and any successor thereto.

“Net Exposure Amount”: As of the applicable Cut-Off Date, with respect to any Collateral Obligation which is a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, the lesser of (i) the aggregate amount of the then unfunded funding obligations thereunder and (ii) the amount necessary to cause, on the applicable Cut-Off Date with respect to such Collateral Obligation, the amount of funds on deposit in the Revolver Funding Account to be at least equal to the sum of the unfunded funding obligations under all Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations then included in the Assets.

“Net Purchased Loan Balance”: As of any date of determination, an amount equal to (a) the sum of (i) the Aggregate Principal Balance of all Collateral Obligations conveyed, directly or indirectly, by the Retention Holder to the Issuer prior to such date, calculated as of the respective Cut-Off Dates of such Collateral Obligations are transferred to the Issuer, and (ii) the Aggregate Principal Balance of all Collateral Obligations acquired by the Issuer other than directly or indirectly from the Retention Holder prior to such date minus (b) the aggregate principal balance of all Collateral Obligations repurchased or substituted by the Retention Holder prior to such date.


	-47-

“Non-Call Period”: The period from the Closing Date to, but excluding, April 2, 2028.

“Non-Emerging Market Obligor”: An obligor that is Domiciled in (x) any country that has a foreign currency issuer credit rating of at least “AA” by S&P or (y) without duplication, the United States.

“Non-Payment Date Refinancing”: Any Refinancing of all Classes of Secured Notes (in whole and not in part) that occurs on a Business Day that is not a Payment Date.

“Non-Payment Date Refinancing Date”: The date on which any Non-Payment Date Refinancing occurs.

“Non-Permitted ERISA Holder”: The meaning specified in Section 2.12(d). “Non-Permitted Holder”: The meaning specified in Section 2.12(b).

“Non-Sponsored Obligation” A non-sponsored Collateral Obligation as determined by the Portfolio Manager in its reasonable discretion and consistent with its past practice; provided that an obligation issued by an Obligor in respect of which all or substantially all of its equity interests are publicly listed shall not be considered to be a Non-Sponsored Obligation.

“Note Interest Amount”: With respect to any Class of Secured Notes and any Payment Date, the amount of interest for the related Interest Accrual Period, payable in respect of each U.S.$100,000 Outstanding principal amount of such Class of Secured Notes.

“Notes”: Collectively, the Secured Notes and the Subordinated Notes authorized by, and authenticated and delivered under, this Indenture (as specified in Section 2.3).

“Notice of Default”: The meaning specified in Section 5.1(d).

“Notional Accrual Period”: Each of (a) the period from, and including, the Closing Date to, but excluding, the Interest Determination End Date, and (b) thereafter, the period from, and including, the Interest Determination End Date to, but excluding, the first Payment Date.

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

“NRSRO”: A nationally recognized statistical rating organization as the term is used in federal securities law.

“NRSRO Certification”: A letter, substantially in the form of Exhibit I hereto, executed by an NRSRO and addressed to the Information Agent, with a copy to the Trustee, the Issuer and the Portfolio Manager, attaching a copy of a certification satisfying the requirements of paragraph (a)(3)(iii)(B) of Rule 17g-5, upon which the Information Agent may conclusively rely for purposes of granting such NRSRO access to the Information Agent’s Website.

“Obligor”: The obligor or guarantor under a loan, as the case may be.


	-48-

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

“OECD”: Organisation for Economic Co-operation and Development.

“Offer”: A tender offer, voluntary redemption, exchange offer, conversion or other similar action.

“Offered Securities”: The Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Subordinated Notes.

“Offering”: The offering of any Offered Securities pursuant to the relevant Offering Circular.

“Offering Circular”: The Offering Circular relating to the offer and sale of the Offered Securities dated March 31, 2026, including any supplements thereto.

“Officer”: (a) With respect to the Issuer and any corporation, the Chairman of the Board of Directors (or, with respect to the Issuer, any director), the President, any Vice President, the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of such entity and (b) with respect to the Co-Issuer and any limited liability company, any managing member or manager thereof or any person to whom the rights and powers of management thereof are delegated in accordance with the limited liability company agreement of such limited liability company.

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

“Opinion of Counsel”: A written opinion addressed to the Trustee (and, if applicable, the Portfolio Manager and/or Issuer) and, if required by the terms hereof, each Rating Agency then rating any Class of Secured Debt, in form and substance reasonably satisfactory to the Trustee and the Portfolio Manager (if applicable) (and, if so addressed, each Rating Agency then rating any Class of Secured Debt), of an attorney admitted to practice, or a nationally or internationally recognized and reputable law firm one or more of the partners of which are admitted to practice, before the highest court of any State of the United States or the District of Columbia (or the Cayman Islands, in the case of an opinion relating to the laws of the Cayman Islands), which attorney or law firm, as the case may be, may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer or the Co-Issuer, and which attorney or law firm, as the case may be, shall be reasonably satisfactory to the Trustee and the Portfolio Manager (if applicable). Whenever an Opinion of Counsel is required hereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admitted and so satisfactory, which opinions of other counsel shall accompany such Opinion of Counsel and shall be addressed to the Trustee and the Portfolio Manager (if applicable) (and, if required by the terms hereof, each Rating Agency then rating any Class of Secured Debt) or shall state that the Trustee and the Portfolio Manager (if applicable) (and, if required by the terms hereof, each Rating Agency then rating any Class of Secured Debt) shall be entitled to rely thereon.


	-49-

“Optional Redemption”: A redemption or prepayment, as applicable, of the Debt, in whole or in part, in accordance with Section 9.2.

“Other Plan Law”: Any state, local, other federal or non-U.S. laws or regulations that are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

“Outstanding”: With respect to any Debt or the Debt of any specified Class, as of any date of determination, all of such Debt or all of the Debt of such Class, as the case may be, theretofore authenticated and delivered under this Indenture, except:

(i)

Debt theretofore cancelled by the Registrar or delivered to the Registrar for cancellation in accordance with the terms of Section 2.9 herein;

(ii)

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

(iii)

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

(iv)

Debt alleged to have been mutilated, destroyed, lost or stolen for which replacement Debt has been issued as provided in Section 2.6;

provided that in determining whether the Holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (a) Debt owned by the Issuer, the Co-Issuer or (only in the case of a vote on (i) the removal of the Portfolio Manager for “cause” and (ii) the waiver of any event constituting “cause”) the Portfolio Manager, an Affiliate thereof, or an account, fund, client or portfolio established and controlled by the Portfolio Manager or an Affiliate thereof or for which the Portfolio Manager or an Affiliate thereof acts as the investment adviser or with respect to which it or an Affiliate exercises discretionary authority shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt that a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded and (b) Debt so owned that have been pledged in good faith shall be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee, the pledgee’s right so to act with respect to such Debt and that the pledgee is not one of the Persons specified above; provided, further, that any Surrendered Debt of a Class shall continue to be treated as Outstanding for purposes of calculating the Overcollateralization Ratio Tests (including, for the avoidance of doubt, after the execution of any action which may improve or maintain the Overcollateralization Ratio Tests) and the Reinvestment Target Par Balance until (i) if all of the Debt of any applicable Class constitute Surrendered Debt,


	-50-

the entire Aggregate Outstanding Amount of each Priority Class with respect to the Class constituting Surrendered Debt shall have been paid in full (including payment of all unpaid interest) or (ii) if less than all of the Debt of an applicable Class constitute Surrendered Debt, (x) the entire Aggregate Outstanding Amount of each Priority Class with respect to the Class constituting Surrendered Debt shall have been paid in full and (y) the remaining Debt of such Class shall have been paid in full (including payment of all unpaid interest); provided that in the case of this clause (ii), all payments of principal to the Holders of remaining Debt of the applicable Class shall be deemed to reduce the principal amount of the Surrendered Debt on a pro rata basis (calculated as if the whole Class were Outstanding for all purposes); provided that all calculations of the Overcollateralization Ratio Tests shall be made on a pro forma basis in connection with the determinations set forth above.

“Overcollateralization Ratio”: With respect to any specified Class or Classes of Secured Debt as of any date of determination, the percentage derived from: (i) the Adjusted Collateral Principal Amount on such date divided by (ii) the Aggregate Outstanding Amount on such date of the Secured Debt of such Class or Classes and each Priority Class of Secured Debt.

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

“Pari Passu Class”: With respect to any Class of Debt, each other Class of Debt indicated as such in the row entitled “Pari Passu Classes” in Section 2.3 hereof.

“Partil Redemption”: Any Refinancing of fewer than all Classes of Secured Debt.

“Partil Redemption Date”: The date on which any Partial Redemption occurs.

“Partil Refinancing Interest Proceeds”: In connection with any Partial Redemption, an amount equal to the sum of (i) with respect to each such Class subject to such Partial Redemption, Interest Proceeds up to the amount of accrued and unpaid interest on such Class, but only to the extent that, in the commercially reasonable determination of the Portfolio Manager, such Interest Proceeds would be available under the Priority of Payments to pay accrued and unpaid interest on such Class on the Partial Redemption Date related to such Partial Redemption (or, if the Partial Redemption Date is not otherwise a Payment Date, only to the extent that such Interest Proceeds would be available under the Priority of Payments to pay accrued and unpaid interest on such Class on the next Payment Date, taking into account Scheduled Distributions on the Assets that are expected to be received prior to the next Determination Date) plus (ii) if the Partial Redemption Date is not otherwise a Payment Date, an amount equal to the amount the Portfolio Manager determines, in its commercially reasonable judgment, would have been available for distribution under clause (S) of Section 11.1(a)(i) for the payment of Administrative Expenses with respect to such Partial Redemption on the next subsequent Payment Date.


	-51-

“Participation Interest”: An interest in a loan acquired indirectly from a Selling Institution by way of participation that, at the time of acquisition or the Issuer’s commitment to acquire the same, satisfies each of the following criteria: (i) the loan underlying such participation would constitute a Collateral Obligation were it acquired directly, (ii) the Selling Institution under the participation 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 of such loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation interest a greater interest than the Selling Institution holds in the loan or commitment that is the subject of the participation interest, (v) the entire purchase price for such participation interest is paid in full (without the benefit of financing from the Selling Institution or its Affiliates) at the time of the Issuer’s acquisition (or, to the extent of a participation in the unfunded commitment under a Revolving Collateral Obligation and Delayed Drawdown Collateral Obligation, at the time of the funding of such loan), (vi) the participation interest 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 interest, (vii) such participation is represented by a contractual obligation of a Selling Institution that has at the time of such acquisition or the Issuer’s commitment to acquire the same, a long-term senior unsecured debt rating or a guarantor with a long-term senior unsecured debt rating of at least “A” by S&P and a short-term rating of at least “A-1” by S&P and (viii) 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; provided that, for the avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any loan.

“Partnership Representative”: The meaning specified in Section 7.17(e).

“Partnership Tax Audit Rules”: The meaning specified in Section 7.17(n).

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

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

“Payment Date”: The 25th day of January, April, July and October of each year (or, if such day is not a Business Day, then the next succeeding Business Day) commencing in October 2026 and each Redemption Date (other than a Partial Redemption Date that does not otherwise fall on a Payment Date and a Non-Payment Date Refinancing Date), except that (1) the final Payment Date (subject to any earlier redemption or payment of the Debt) shall be the Stated Maturity (or, if such day is not a Business Day, the next succeeding Business Day) and (2) following the redemption or repayment in full of the Secured Debt, Holders of Subordinated Notes may receive payments on any dates designated by the Portfolio Manager (which dates may or may not be the dates stated above) with at least five Business Days’ prior written notice to the Trustee and the Collateral Administrator (which notice the Trustee shall promptly forward to the Holders of the Subordinated Notes).


	-52-

“PBGC”: The United States Pension Benefit Guaranty Corporation. “Permitted AI”: The meaning specified in Section 2.2(a)(iii).

“Permitted Deferrable Security”: Any Deferrable Security the Underlying Instrument of which carries a current cash pay interest rate of (a) in the case of a Floating Rate Obligation, not less than the Benchmark or (b) in the case of a Fixed Rate Obligation, not less than the zero-coupon swap rate in a fixed/floating interest rate swap with a term equal to five years.

“Permitted Liens”: With respect to the Assets: (i) security interests, liens and other encumbrances created pursuant to the Transaction Documents, (ii) security interests, liens and other encumbrances in favor of the Trustee created pursuant to this Indenture and (iii) security interests, liens and other encumbrances, if any, which have priority over first priority perfected security interests in the Collateral Obligations or any portion thereof under the UCC or any other applicable law.

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

“Permitted Super Senior Loan”: A revolving Loan that has the benefit of a security interest in the specified collateral which ranks higher than such Obligor’s other senior secured indebtedness upon the occurrence of a default or event of default by the Obligor of such Loan; provided that any such Loan may only be treated as a Permitted Super Senior Loan if it (including any undrawn and committed portion thereof) represents no greater than 20% of the sum, without duplication, of (x) the outstanding principal balance and unfunded commitments of such Loan, plus (y) the outstanding principal balance of the related Collateral Obligation, plus (z) the outstanding principal balance of any other debt for borrowed money incurred by such Obligor that is pari passu with the related Collateral Obligation, in each case, as determined by the Portfolio Manager in its commercially reasonable discretion.

“Permitted Use”: With respect to any amounts on deposit in the Permitted Use Account or the proceeds of any additional Subordinated Notes or Junior Mezzanine Notes, any of the following uses: (i) the transfer of the applicable portion of such amount to the Interest Collection Subaccount for application as Interest Proceeds, (ii) the transfer of the applicable portion of such amount to the Principal Collection Subaccount for application as Principal Proceeds, which may be used to purchase or acquire additional Assets during the Reinvestment Period; provided, that such purchases and acquisitions will be subject to the otherwise applicable Investment Criteria, (iii) subject to applicable law, the repurchase of Secured Debt in accordance with this Indenture, (iv) the transfer of the applicable portion of such amount to pay any costs or expenses associated with a Refinancing, a Re-Pricing or an additional issuance and/or incurrence of Debt, (v) to make payments in connection with the exercise of an option, warrant, right of


	-53-

conversion, pre-emptive right, the right to participate in a rights offering, credit bid or similar right in connection with the workout or restructuring of a Collateral Obligation, (vi) the purchase or acquisition of Loss Mitigation Obligations or Specified Equity Securities and (vii) any other use for which amounts held by the Issuer are permitted to be used in accordance with the terms of this Indenture; provided, that any such transfer or designation pursuant to clauses (i), (ii), (iv), (v) and (vi) shall be irrevocable.

“Permitted Use Account”: The account established pursuant to Section 10.3(f).

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

“Placement Agent”: J.P. Morgan Securities LLC.

“Placement Agreement”: The placement agency agreement, dated as of April 2, 2026 to be entered into among the Co-Issuers and the Placement Agent, in respect of the Debt placed by the Placement Agent, as amended from time to time.

“Plan Fiduciary”: The meaning specified in Section 2.5(j)(iv).

“Portfolio Company”: Any company that is controlled by the Portfolio Manager, an Affiliate thereof, or an account, fund, client or portfolio established and controlled by the Portfolio Manager or an Affiliate thereof unless such company has a board of directors or managers that is Independent of the board of directors or managers of the Portfolio Manager.

“Portfolio Management Agreement”: The agreement dated as of the Closing Date, between the Issuer and the Portfolio Manager under which the Portfolio Manager shall perform certain investment management and administrative functions with respect to the Assets.

“Portfolio Management Fee”: The Base Management Fee, the Subordinated Management Fee and the Incentive Management Fee.

“Portfolio Manager”: Jefferies Credit Management LLC, a Delaware limited liability company, until a successor Person shall have become the Portfolio Manager pursuant to the provisions of the Portfolio Management Agreement, and thereafter “Portfolio Manager” shall mean such successor Person.

“Portfolio Manager Standard”: The standard of care applicable to the Portfolio Manager set forth in the Portfolio Management Agreement.


	-54-

“Post-Effective Date Excepted Participation Interest”: Any Closing Date Participation Interest that has not been elevated to an assignment of the underlying loan to the Issuer on or prior to the Effective Date; provided that any such Closing Date Participation Interest that has been elevated to an assignment of the underling loan to the Issuer at any time after the Effective Date shall not be considered a “Post-Effective Date Excepted Participation Interest” on or after such time.

“PRA”: The Prudential Regulation Authority of the Bank of England. “PRA Rulebook”: The rulebook of published policy of the PRA. “PRASR”: The Securitisation Part of the PRA Rulebook.

“Principal Balance”: Subject to Section 1.3, with respect to (a) any Asset other than a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date of determination, the outstanding principal amount of such Asset (excluding any capitalized interest) and (b) any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date of determination, the outstanding principal amount of such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation (excluding any capitalized interest), plus (except as expressly set forth in this Indenture) any undrawn commitments that have not been irrevocably reduced or withdrawn with respect to such Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation; provided that for all purposes, the Principal Balance of (1) any Equity Security, Specified Equity Security, Loss Mitigation Obligation or interest only strip shall be deemed to be zero and (2) any Defaulted Obligation that is not sold or terminated within three years after the date on which such obligation becomes a Defaulted Obligation (or is designated as a Specified Defaulted Obligation) shall be deemed to be zero.

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

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

“Principal Proceeds”: With respect to any Collection Period or Determination Date, all amounts received by the Issuer during the related Collection Period that do not constitute Interest Proceeds (other than any Refinancing Proceeds applied in connection with a Partial Redemption or Non-Payment Date Refinancing) and any other amounts that have been designated as Principal Proceeds pursuant to the terms of this Indenture (including, without limitation, any Contributions as Principal Proceeds at the time of Contribution). For the avoidance of doubt, Principal Proceeds shall not include any Excepted Property.

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

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


	-55-

“Priority of Redemption Proceeds”: The meaning specified in Section 11.1(a)(iii).

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

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

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

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

“QEF”: The meaning specified in Section 7.17(b).

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

“Qualified Broker/Dealer”: Any of Antares Capital LP; Bank of America/Merrill Lynch; The Bank of Montreal; The Bank of New York Mellon, N.A.; Bank of Tokyo; Barclays Bank plc; BNP Paribas Securities Corp.; Broadpoint Securities; Calyon; Capital One Securities, Inc.; Citizens Bank NA; Credit Agricole CIB; Citibank, N.A.; Credit Agricole S.A.; Canadian Imperial Bank of Commerce; Deutsche Bank AG; Dresdner Bank AG; General Electric Capital; Goldman Sachs & Co.; Guggenheim; HSBC Bank; Imperial Capital LLC; ING; J.P. Morgan Securities LLC; Jefferies LLC; Keybank; Lloyds TSB Bank; Macquarie Bank; Madison Capital; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mizuho; Morgan Stanley & Co.; Natixis; Nomura Securities International Inc.; Northern Trust Company; PNC Bank; Royal Bank of Canada; The Royal Bank of Scotland plc; Scotia Bank; Societe Generale; Sumitomo; Truist Bank; The Toronto-Dominion Bank; UBS AG; U.S. Bank National Association; and Wells Fargo Bank.

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


	-56-

“Qualified Purchaser”:The meaning specified in Section 2(a)(51) of the Investment Company Act and Rule 2a51-1, 2a51-2 or 2a51-3 under the Investment Company Act.

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

“Rating Agency”: S&P, or, with respect to Assets generally, if at any time S&P ceases to provide rating services with respect to debt obligations, any other nationally recognized investment rating agency selected by the Issuer (or the Portfolio Manager on behalf of the Issuer). If at any time S&P ceases to provide rating services with respect to debt obligations, references to rating categories of S&P in this Indenture shall be deemed instead to be references to the equivalent categories (as determined by the Portfolio Manager) of such other rating agency as of the most recent date on which such other rating agency and S&P published ratings for the type of obligation in respect of which such alternative rating agency is used. If any Rating Agency is no longer rating any Class of Secured Debt at the request of the Issuer it shall no longer be a “Rating Agency” under and for all purposes of this Indenture and the other Transaction Documents. If any other nationally recognized statistical rating organization provides a rating of one or more Classes of Secured Debt at the request of the Issuer, such organization shall also constitute a Rating Agency under this Indenture in accordance with the terms of this Indenture relating thereto. Notwithstanding anything to the contrary herein, references herein to “the Rating Agencies,” “the applicable Rating Agencies,” “each Rating Agency” and other words of similar effect shall be deemed to refer solely to S&P.

“Rating Confirmation Redemption”: The meaning specified in Section 9.7.

“Rating Confirmation Redemption Date”: The meaning specified in Section 9.7.

“Real Estate Loan” Any Loan for which the underlying collateral consists primarily of real property owned by the Obligor and is evidenced by a note or other evidence of indebtedness.

“Record Date”: With respect to the Debt, the last Business Day of the calendar month prior to the applicable Payment Date.

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

“Redemption Amount”: The sum of (x) the aggregate Redemption Prices of the Outstanding Secured Debt and (y) all other amounts due and payable pursuant to the Priority of Payments on the related Redemption Date prior to any distributions with respect to the Subordinated Notes.


	-57-

“Redemption Date”: Any Business Day specified for an Optional Redemption of Secured Debt (including from Refinancing Proceeds) or a Tax Redemption pursuant to Section 9.3 or a Clean-Up Call Redemption pursuant to Section 9.8, including any Partial Redemption Date and Non-Payment Date Refinancing Date; provided that the Redemption Date of one or more Classes of Secured Debt may be delayed to a later redemption date at the election of the Portfolio Manager with written notice to the Trustee and the Rating Agency and such later date will be the Redemption Date for each such Class; provided, further, that (i) such later redemption date will apply to each Pari Passu Class and each more Junior Class (relative to the most senior Class with such later redemption date); (ii) written notice of such delayed Redemption Date shall be provided to the Trustee (who shall forward such notice to the Holders) and the Rating Agency at least two (2) Business Days prior to such later Redemption Date; (iii) any payments as of such delayed Redemption Date will still be made pursuant to the applicable Priority of Payments; (iv) no such delay of the scheduled Redemption Date may delay such Redemption Date past the earliest Stated Maturity of the Debt; (v) no such delay of the scheduled Redemption Date will prevent any otherwise applicable Payment Date from occurring in the interim; and (vi) for the avoidance of doubt, interest on such Class of Debt will accrue to but excluding such new Redemption Date.

“Redemption Price”: (a) For each Class of Secured Notes to be redeemed (x) 100% of the Aggregate Outstanding Amount of such Secured Debt, plus (y) accrued and unpaid interest thereon to the Redemption Date; and (b) for each Subordinated Note, its proportional share allocated in accordance with the Priority of Payments (based on the Aggregate Outstanding Amount of such Subordinated Notes) of the amount of the proceeds of the Assets remaining after giving effect to the Optional Redemption or Tax Redemption of the Secured Debt in whole or after all of the Secured Debt has been repaid in full and payment in full of (and/or creation of a reserve for) all expenses (including all Portfolio Management Fees and Administrative Expenses) of the Co-Issuers; provided that, in connection with any Tax Redemption or Optional Redemption of the Secured Debt in whole, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Debt may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Debt, in which case such reduced price shall be the “Redemption Price” for such Debt.

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

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

“Refinancing Proceeds”: The Cash proceeds from a Refinancing.


	-58-

“Regional Diversity Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P region classification (see “Criteria Structured Finance CDOs: Global Methodology And Assumptions For CLOs And Corporate CDOs,” published June 21, 2019, or such other published table by S&P that the Portfolio Manager provides to the Collateral Administrator), obtained by dividing (i) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong to such S&P region classification by (ii) the Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations).

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

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

“Registered Investment Adviser”: A Person duly registered as an investment adviser in accordance with and pursuant to Section 203 of the Investment Advisers Act, and any wholly owned subsidiary thereof.

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

“Regulation S Global Notes”: The Regulation S Global Secured Notes.

“Regulation S Global Secured Note”: Any Secured Notes sold to non U.S. persons in offshore transactions in reliance on Regulation S issued in the form of one or more permanent global notes in definitive, fully registered form without interest coupons.

“Reinvestment Contribution”: The meaning specified in Section 14.19(a).

“Reinvestment Period”: The period from and including the Closing Date to and including the earliest of (i) the Payment Date in April 2030, (ii) the date of the acceleration of the Maturity of any Class of Secured Debt pursuant to Section 5.2 and (iii) the date specified by the Portfolio Manager in a notice to the Issuer, each Rating Agency, the Trustee and the Collateral Administrator certifying that it has reasonably determined it can no longer reinvest in additional Collateral Obligations in accordance with this Indenture or the Portfolio Management Agreement; provided that in the case of clause (iii), the Portfolio Manager notifies the Issuer, the Trustee (who shall notify the Holders of Debt) and the Collateral Administrator thereof in writing at least one Business Day prior to such date. Once terminated, the Reinvestment Period may (1) in the case of termination under clause (ii), be reinstated at the direction of the Portfolio Manager if (x) the acceleration has been rescinded and (y) no other events that would terminate the Reinvestment Period have occurred and are continuing and (2) in the case of termination under clause (iii), be reinstated at the direction of the Portfolio Manager (and notification of such reinstatement will be provided to the Trustee, the Collateral Administrator and the Rating Agencies) if no other events that would terminate the Reinvestment Period have occurred and are continuing.


	-59-

“Reinvestment Target Par Balance”: As of any date of determination, the Target Portfolio Par minus (i) the amount of any reduction in the Aggregate Outstanding Amount of the Debt plus (ii) the aggregate Principal Proceeds that result from the issuance of such Additional Debt.

“Relevant Governmental Body”: The Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Re-Priced Class”: The meaning specified in Section 9.9(a).

“Re-Pricing”: The meaning specified in Section 9.9(a).

“Re-Pricing Date”: The meaning specified in Section 9.9(b).

“Re-Pricing Eligible Debt”: With respect to a particular Class of Secured Debt, as indicated in Section 2.3.

“Re-Pricing Intermediary”: The meaning specified in Section 9.9(a).

“Re-Pricing Rate”: The meaning specified in Section 9.9(b)(i).

“Re-Pricing Sale Price”: The meaning specified in Section 9.9(b)(iii).

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

“Required Hedge Counterparty Rating”: With respect to any Hedge Counterparty (or its guarantor under a guarantee satisfying the then-current Rating Agency criteria with respect to guarantees), the ratings required by the criteria of each Rating Agency in effect at the time of execution of the related Hedge Agreement as determined by the Portfolio Manager (except to the extent that such Rating Agency indicates in writing that any such criteria need not be satisfied with respect to such Hedge Counterparty).

“Required Interest Coverage Ratio”: For the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, 120.00%.

“Required Overcollateralization Ratio”: For the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, 142.09%.

“Reset Amendment”: The meaning specified in Section 8.2.

“Responsible Officer”: Any senior officer of the Portfolio Manager with responsibility for the performance of the Portfolio Manager under the Portfolio Management Agreement.

“Restricted Securities”: The Subordinated Notes.


	-60-

“Restricted Trading Period”: The period during which (i) the S&P rating of any Class A-1 Notes or Class A-2 Notes is withdrawn (and not reinstated) or is one or more sub-categories below its rating on the Closing Date; (ii) the S&P rating of any Class B Notes is withdrawn (and not reinstated) or is two or more sub-categories below its rating on the Closing Date and (iii) after giving effect to any sale (and any related reinvestment) or purchase of the relevant Collateral Obligations, (x) the Aggregate Principal Balance of the Collateral Obligations (excluding the Collateral Obligation being sold but including any related reinvestment) and Eligible Investments constituting Principal Proceeds (including, without duplication, the related reinvestment or any remaining net proceeds of such sale), is less than the Reinvestment Target Par Balance or (y) one or more of the Overcollateralization Ratio Tests shall not be satisfied; provided that (1) in each case such period shall not be a Restricted Trading Period upon the direction of the Issuer with the consent of a Majority of the Controlling Class, which consent shall remain in effect until a subsequent direction by a Majority of the Controlling Class to declare the beginning of a Restricted Trading Period (for the avoidance of doubt, so long as the relevant conditions in clause (i) and clause (ii) remains in effect) and (2) such period shall not be treated as a Restricted Trading Period if the related downgrade or withdrawal is due to either a regulatory change or a change in ratings criteria; provided, further, that no Restricted Trading Period shall restrict any sale or purchase of a Collateral Obligation entered into by the Issuer at a time when a Restricted Trading Period is not in effect, regardless of whether such sale or purchase has settled.

“Restricted Transaction”: (i) The purchase of any Collateral Obligation (A) with respect to which the Portfolio Manager and/or an Affiliate acted as an underwriter, originator, structurer or placement agent or (B) from the related issuer of which the Portfolio Manager or Affiliate, as applicable, received any compensation in consideration of such actions or services described in clause (A) or (ii) the purchase or sale of any Collateral Obligation in a transaction that requires notice to the Issuer and the consent of the Issuer pursuant to Section 206(3) of the Investment Advisers Act.

“Retention Holder”: Jefferies Credit Partners BDC Inc.

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

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

“Risk Retention Expenses”: any costs or expenses incurred by the Retention Holder in connection with (i) an Additional Retention Holder Issuance, (ii) a Refinancing the purpose of which is to comply with the U.S. Risk Retention Rules, (iii) complying with any requirement of the U.S. Risk Retention Rules which applied at the time such cost or expense was incurred by the Portfolio Manager, (iv) any borrowing by the Portfolio Manager connected with (A) any of the foregoing clause (i) through (iii) (inclusive) or (B) the Portfolio Manager (or its majority-owned affiliate) acquiring any part of the Secured Debt for the purposes of complying


	-61-

with the U.S. Risk Retention Rules.

“Risk Retention Letter”: The letter entered into among the Issuer, the Retention Holder, the Trustee and the Placement Agent, dated on or about the Closing Date, as may be amended or supplemented from time to time.

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

“Rule 144A Global Notes”: The Rule 144A Global Secured Notes.

“Rule 144A Global Secured Note”: Any Secured Note sold to a Person that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Note, is both a QIB and a Qualified Purchaser, issued in the form of one or more permanent global notes in definitive, fully registered form without interest coupons.

“Rule 144A Information”: The meaning specified in Section 7.15.

“Rule 17g-5”: The meaning specified in Section 7.20(a).

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

“S&P CDO Monitor”: The computer model developed by S&P and currently available at https://platform.ratings360.spglobal.com, as may be amended by S&P from time to time. The inputs to the S&P CDO Monitor will be chosen by the Portfolio Manager (with notice to the Collateral Administrator) in accordance with this Indenture and include an S&P Weighted Average Recovery Rate Input and an S&P Weighted Average Floating Spread Input.

“S&P CDO Monitor Election Date”: The effective date for the Portfolio Manager’s election to utilize the model-based S&P CDO Monitor (notice of which will be provided to the Collateral Administrator).

“S&P CDO Monitor Test”: A test that will be satisfied on any date of determination on or after the Effective Date during the Reinvestment Period if, after giving effect to the sale of a Collateral Obligation or the purchase of a Collateral Obligation, the Class Default Differential of the Proposed Portfolio is positive. The S&P CDO Monitor Test will be considered to be improved if the Class Default Differential of the Proposed Portfolio is greater than the corresponding Class Default Differential of the Current Portfolio.

The Portfolio Manager may, in its sole discretion, at any time after the Closing Date, upon at least five Business Days’ prior written notice to S&P, the Trustee and the Collateral Administrator, elect to utilize the model-based S&P CDO Monitor in determining compliance with the S&P CDO Monitor Test. The Portfolio Manager may only elect to utilize the model-based S&P CDO Monitor once. If an S&P CDO Monitor Election Date has not occurred with respect to the Effective Date, for purposes of calculating the S&P CDO Monitor Test in connection with the Effective Date, the S&P Effective Date Adjustments will be applied.


	-62-

“S&P Collateral Principal Amount”: As of any date of determination, (i) the Collateral Principal Amount (excluding Defaulted Obligations) plus (ii) the S&P Collateral Value of all Defaulted Obligations.

“S&P Collateral Value”: With respect to any Defaulted Obligation or Deferring Security, the lesser of (i) the S&P Recovery Amount of such Defaulted Obligation or Deferring Security, respectively, as of such date and (ii) the Market Value of such Defaulted Obligation or Deferring Security, respectively, as of such date.

“S&P Effective Date Adjustments”: In connection with determining whether the S&P CDO Monitor Test is satisfied in connection with the Effective Date if an S&P CDO Monitor Election Date has not occurred, the following adjustment will apply: (i) in calculating the Weighted Average Floating Spread, the Aggregate Funded Spread will be calculated without regard to the proviso in clauses (a) and (b) of the definition thereof and (ii) in calculating the Adjusted Class Break-Even Default Rate, amounts on deposit in the Principal Collection Subaccount and the Ramp-Up Account representing amounts which may be designated as Designated Principal Proceeds pursuant to Section 10.2(a) and/or Section 10.3(c), as the case may be, shall be excluded.

“S&P Excel Default Model Input File”: An electronic spreadsheet file in Microsoft Excel format to be provided to S&P by the Issuer or the Portfolio Manager on behalf of the Issuer that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and shall include, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, principal balance, identification as a Cov-Lite Loan or otherwise, the settlement date and purchase price (including with respect to assets the Issuer has committed to purchase but have not yet settled), S&P Industry Classification, S&P Recovery Rate, LoanX ID and the Benchmark floor (if any).

“S&P Industry Classification”: The S&P Industry Classifications set forth in Schedule 3 hereto, and such industry classifications shall be updated at the option of the Portfolio Manager if S&P publishes revised industry classifications.

“S&P Ramp-Up Failure”: The meaning specified in Section 7.18(e).

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

(i)

(a) if there is an issuer credit rating of the issuer of such Collateral Obligation by S&P as published by S&P, or the guarantor which unconditionally and irrevocably guarantees such Collateral Obligation pursuant to a form of guaranty that complies with the then-current S&P criteria, then the S&P Rating shall be such rating (regardless of whether there is a published rating by S&P on the Collateral Obligations of such issuer held by the Issuer, provided that private ratings (that is, ratings provided at the request of the obligor) may be used for purposes of this definition if the related obligor has consented to the disclosure thereof, such consent to be evidenced by providing a copy of such private rating letter or private rating rationale to S&P) or (b) if there is no issuer credit rating of the issuer by S&P but (1) there is a senior secured rating on any obligation or


	-63-

security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category below such rating; (2) if clause (1) above does not apply, but there is a senior unsecured rating on any obligation or security of the issuer, the S&P Rating of such Collateral Obligation shall equal such rating; and (3) if neither clause (1) nor clause (2) above applies, but there is a subordinated rating on any obligation or security of the issuer, then the S&P Rating of such Collateral Obligation shall be one sub-category above such rating;

(ii)

with respect to any Collateral Obligation that is a DIP Collateral Obligation, the S&P Rating thereof shall be the credit rating assigned to such issue by S&P (or with respect to a DIP Collateral Obligation that was assigned a point-in-time credit rating by S&P within the last 12 months from the date of determination, which point-in-time credit rating was subsequently withdrawn, then the S&P Rating shall be such point-in-time credit rating); provided that (a) the Portfolio Manager shall promptly provide to S&P new information that it receives with respect to such DIP Collateral Obligation whose issue rating from S&P was withdrawn relating to amortization modifications, extensions of maturity, reductions of its principal amount owed, or nonpayment of timely interest or principal due and (b) the Portfolio Manager shall promptly provide to S&P information in its possession relating to such DIP Collateral Obligation whose issue rating from S&P was withdrawn that in its reasonable business judgment, may have a material adverse impact on the credit quality of such DIP Collateral Obligation, and S&P shall have the right to notify the Issuer to limit its use of such withdrawn issue rating from S&P based on information that it receives from the Portfolio Manager pursuant to the foregoing subclauses (a) or (b);

(iii)

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

(a)

if an obligation of the issuer is not a DIP Collateral Obligation and is publicly rated by Moody’s, then the S&P Rating shall be determined in accordance with the methodologies for establishing the Moody’s rating set forth herein except that the S&P Rating of such obligation shall be the S&P equivalent of the Moody’s rating;

(b)

the S&P Rating may be based on a credit estimate provided by S&P, and in connection therewith, the Issuer, the Portfolio Manager on behalf of the Issuer or the issuer of such Collateral Obligation shall, within 30 days after the acquisition of such Collateral Obligation, apply (and concurrently submit all Information in respect of such application) to S&P for a credit estimate which shall be its S&P Rating; provided that, if such Information is submitted within such 30-day period, then, pending receipt from S&P of such estimate, such Collateral Obligation shall have an S&P Rating as determined by the Portfolio Manager in its sole discretion if the Portfolio Manager certifies to the Trustee and the Collateral Administrator that it believes that such S&P Rating determined by the Portfolio Manager is commercially reasonable and shall be at least equal to such rating; provided, further, that (x) if such Information is not submitted within such 30-day period and (y) following the end of the 90-day period after the acquisition of such Collateral Obligation by the Issuer, pending receipt from S&P of such estimate, the Collateral Obligation shall have an S&P Rating of “CCC-,” unless during such 90-day period, the Portfolio Manager has requested the extension of such period and S&P, in its sole discretion, has granted such request;


	-64-

provided, further, that if the Collateral Obligation has had a public rating by S&P that S&P has withdrawn or suspended within six months prior to the date of such application for a credit estimate in respect of such Collateral Obligation, the S&P Rating in respect thereof shall be “CCC-” pending receipt from S&P of such estimate, and S&P may elect not to provide such estimate until a period of six months (or such other period as provided in S&P’s then-current criteria) have elapsed after the withdrawal or suspension of the public rating; provided, further, that the S&P Rating may not be determined pursuant to this clause (b) if the Collateral Obligation is a DIP Collateral Obligation; provided, further, that such credit estimate shall expire 12 months after the acquisition of such Collateral Obligation, following which such Collateral Obligation shall have an S&P Rating of “CCC-” unless, during such 12-month period, the Issuer applies for renewal thereof in accordance with Section 7.14(b), in which case such credit estimate shall continue to be the S&P Rating of such Collateral Obligation until S&P has confirmed or revised such credit estimate, upon which such confirmed or revised credit estimate shall be the S&P Rating of such Collateral Obligation; provided, further, that such confirmed or revised credit estimate shall expire on the next succeeding 12-month anniversary of the date of the acquisition of such Collateral Obligation and (when renewed annually in accordance with Section 7.14(b)) on each 12-month anniversary thereafter;

(c)

with respect to a Collateral Obligation that is not a Defaulted Obligation, the S&P Rating of such Collateral Obligation shall at the election of the Issuer (at the direction of the Portfolio Manager) be “CCC-”; provided that (i) neither the issuer of such Collateral Obligation nor any of its Affiliates are subject to any bankruptcy or reorganization Proceedings; (ii) to the knowledge of the Portfolio Manager, the issuer has not defaulted on any payment obligation in respect of any debt security or other obligation of the issuer at any time within the two year period ending on such date of determination, all such debt securities and other obligations of the issuer that are pari passu with or senior to the Collateral Obligation are current and the Portfolio Manager reasonably expects them to remain current; and (iii) the Collateral Obligation is current and the Portfolio Manager reasonably expects it to remain current; provided, further, that if Collateral Obligations representing greater than 10% of the Collateral Principal Amount have an S&P Rating determined pursuant to this clause (c), the Portfolio Manager shall apply (and concurrently submit all Information then available to the Portfolio Manager in respect of such application) to S&P for a credit estimate with respect to the portion of such Collateral Obligations representing the excess over 10% of the Collateral Principal Amount;

(iv)

with respect to a DIP Collateral Obligation as to which no S&P Rating is determined pursuant to clause (ii) above, the S&P Rating of such DIP Collateral Obligation will be, at the election of the Issuer (at the direction of the Portfolio Manager), (x) “CCC-” or (y) if the Portfolio Manager reasonably expects such Collateral Obligation to be assigned an issue rating by S&P within 90 days of the date of acquisition, the S&P Rating assigned by the Portfolio Manager in its commercially reasonable discretion until the earlier to occur of (1) such time as such Collateral Obligation has an assigned issue rating, at which time such assigned issue rating shall apply and (2) the 90th day after its acquisition by the Issuer, at which time such Collateral Obligation will be deemed to have an S&P Rating of “CCC-” until it has an assigned issue rating; or


	-65-

(v)

with respect to a Current Pay Obligation that cannot be determined pursuant to the other clauses of this definition, the S&P Rating of such Current Pay Obligation will be, at the election of the Issuer (at the direction of the Portfolio Manager), (x) “CCC” or (y) the credit rating assigned to such issue by S&P;

provided, that for purposes of the determination of the S&P Rating, (x) if the applicable rating assigned by S&P (or Moody’s, in the case of an S&P Rating pursuant to clause (iii)(a) above) to an obligor or its obligations is on “credit watch positive” by S&P, such rating will be treated as being one sub-category above such assigned rating and (y) if the applicable rating assigned by S&P (or Moody’s, in the case of an S&P Rating pursuant to clause (iii)(a) above) to an obligor or its obligations is on “credit watch negative” by S&P, such rating will be treated as being one sub-category below such assigned rating (provided that such notched rating will not be less than “CCC-”).

“S&P Rating Condition”: Confirmation in writing (which may be in the form of a press release) from S&P that (a) the Initial Ratings assigned by S&P to the Secured Notes have been confirmed in connection with the Effective Date or (b) other than in connection with the Effective Date, a proposed action or designation will not cause the then current ratings assigned by S&P of any Class of Secured Notes to be reduced or withdrawn. If S&P (i) makes a public announcement or informs the Issuer, the Portfolio Manager or the Trustee that (x) it will not review such action for the purposes of determining whether the then current ratings of the applicable Class of Notes will be reduced or withdrawn or (y) its practice is to not give such confirmations with respect to the proposed action, or (ii) no longer constitutes a Rating Agency under this Indenture, the requirement for satisfaction of the S&P Rating Condition with respect to S&P will not apply. The S&P Rating Condition will not apply to any supplemental indenture requiring the consent of all Holders of Notes if such Holders have been advised prior to consenting to such amendment that the current ratings of the Secured Debt may be reduced or withdrawn as a result of such amendment.

“S&P Rating Factor”: For each Collateral Obligation, the number set forth to the right of the applicable S&P Rating of such Collateral Obligation:


S&P Rating		S&P Rating Factor
AAA		13.51
AA+		26.75
AA		46.36
AA-		63.90
A+		99.50
A		146.35
A-		199.83
BBB+		271.01
BBB		361.17
BBB-		540.42
BB+		784.92
BB		1233.63
BB-		1565.44
B+		1982.00


	-66-


B		2859.50
B-		3610.11
CCC+		4641.40
CCC		5293.00
CCC-		5751.10
CC		10,000.00
SD		10,000.00
D		10,000.00

“S&P Recovery Amount”: With respect to any Collateral Obligation, an amount equal to: (a) the applicable S&P Recovery Rate multiplied by (b) the Principal Balance of such Collateral Obligation.

“S&P Recovery Rate”: With respect to a Collateral Obligation, the recovery rate set forth in Section 1 of Schedule 6 using the Initial Rating of the Highest Priority Class at the time of determination.

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

“S&P Weighted Average Floating Spread Input”: (a) any spread between 3.00% and 8.00% (in increments of 0.01%) selected by the Portfolio Manager in accordance with this Indenture or (b) such other spread approved in writing by S&P.

“S&P Weighted Average Life”: As of any date of determination with respect to all Collateral Obligations other than Defaulted Obligations, the number of years following such date obtained by dividing (a) the sum of the products of (i) the number of years (rounded to the nearest one-hundredth thereof) from such date of determination to the stated maturity of each such Collateral Obligation multiplied by (ii) the Principal Balance of such Collateral Obligation by (b) the remaining Aggregate Principal Balance at such time of all Collateral Obligations (other than Defaulted Obligations).

“S&P Weighted Average Rating Factor”: he quotient equal to ‘A divided by B', where:


	A =	the sum of the products, for all Collateral Obligations (excluding Defaulted Obligations) of (i) the Principal Balance of the Collateral Obligation and(ii) the S&P Rating Factor of the Collateral Obligation; and
	B =	the Aggregate Principal Balance of all Collateral Obligations (excluding Defaulted Obligations).

“S&P Weighted Average Recovery Rate Input”: (a) Any percentage between 25.00% and 65.00% (in increments of 0.05%) selected by the Portfolio Manager in accordance with this Indenture or (b) such other recovery rate approved in writing by S&P.


	-67-

“Sale”: The meaning specified in Section 5.17.

“Sale Proceeds”: All proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets in accordance with Article XII and the termination of any Hedge Agreement, in each case, net of any reasonable expenses incurred by the Portfolio Manager and net of any amounts due and payable by the Issuer to the related Hedge Counterparty in connection with such termination, the Collateral Administrator or the Trustee (other than amounts payable as Administrative Expenses) in connection with such sales. Sale Proceeds shall include Principal Financed Accrued Interest received in respect of such sale.

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

“SECN”: The securitisation sourcebook of the FCA Handbook.

“Second Lien Loan”: Any assignment of or Participation Interest in or other interest in a First-Lien Last-Out Loan or a loan that (i) is not (and that by its terms is not permitted to become) subordinate in right of payment to any other obligation of the obligor of the loan other than a Permitted Super Senior Loan or a Senior Secured Loan with respect to the liquidation of such obligor or the collateral for such loan and (ii) is secured by a valid second priority perfected security interest or lien in, to or on specified collateral securing the obligor’s obligations under the loan (subject to customary exceptions for permitted liens, including without limitation, tax liens), the value of which is adequate (in the commercially reasonable judgment of the Portfolio Manager) to repay the loan in accordance with its terms and to repay all other loans of equal or higher seniority secured by a lien or security interest in the same collateral, which security interest or lien is not subordinate to the security interest or lien securing any other debt for borrowed money other than a Senior Secured Loan on such specified collateral.

“Secured Debt”: The Secured Notes.

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

(i)

to the payment of principal of the Class A-1 Notes, until the Class A-1 Noteshave been paid in full;

(ii)

to the payment of principal of the Class A-2 Notes, until the Class A-2 Noteshave been paid in full; and

(iii)

to the payment of principal of the Class B Notes until the Class B Noteshave been paid in full.


	-68-

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

“Secured Notes”: The Class A-1 Notes, the Class A-2 Notes and the Class B Notes.

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

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

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

“Securities Intermediary”: As defined in Section 8-102(a)(14) of the UCC.

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

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

“Senior Secured Loan”: Any assignment of or Participation Interest in a Loan that: (a) is not (and cannot by its terms become) subordinate in right of payment to any other obligation of the obligor of the Loan (other than any Permitted Super Senior Loans, any working capital facilities and revolvers or with respect to trade claims, capitalized leases or similar obligations); (b) is secured by a valid first-priority perfected security interest or lien in, to or on specified collateral securing the obligor’s obligations under the Loan (subject to customary exceptions for permitted liens, including without limitation, tax liens) and (c) the value of the collateral securing the Loan at the time of purchase 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 Portfolio Manager) 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.

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

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

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

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


	-69-

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

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

reduce the principal amount of the applicable Collateral Obligation.

“Specified Defaulted Obligation”: Any Loss Mitigation Obligation designated as a “Defaulted Obligation” by the Portfolio Manager pursuant to clause (a) of the definition of “Loss Mitigation Obligation”. For the avoidance of doubt, Specified Defaulted Obligations shall constitute Defaulted Obligations (and not Loss Mitigation Obligations).

“Specified Defaulted Obligation Condition”: A condition satisfied with respect to any Loss Mitigation Obligation if, on any day of determination, (a) such Loss Mitigation Obligation satisfies all of the criteria set forth in the definition of “Collateral Obligation” (other than clauses (ii), (iv), (ix), (xviii), (xxiv), (xxv), (xxvii) and (xxviii) of the definition thereof), (b) ranks in right of payment no more junior than the related Defaulted Obligation or Credit Risk Obligation and (c) is issued by the same (or an affiliated or related) obligor as the Obligor on the related Defaulted Obligation or Credit Risk Obligation.

“Specified Equity Security”: Any security or interest (excluding any Loss Mitigation Obligation and Margin Stock) that is (a) purchased by the Issuer in connection with the workout, restructuring or a related scheme to mitigate losses with respect to a related Defaulted Obligation or a related Credit Risk Obligation, as applicable, which security or interest, in the


	-70-

Portfolio Manager’s judgment exercised in accordance with the Portfolio Management Agreement, is necessary to collect an increased recovery value of the related Defaulted Obligation or the related Credit Risk Obligation, as applicable or (b) offered, or resulting from the exercise of an option, warrant, right of conversion, pre-emptive right, the right to participate in a rights offering, credit bid or similar right, received by the Issuer in connection with the workout or restructuring of a Defaulted Obligation or a Credit Risk Obligation or in connection with an Equity Security or interest received in connection with such workout or restructuring of such Defaulted Obligation or Credit Risk Obligation.

“Specified Event”: With respect to any Collateral Obligation that is the subject of a rating estimate, private rating or confidential rating by S&P at the request of the Issuer or the Portfolio Manager on the Issuer’s behalf, the occurrence of any of the following events of which the Issuer or the Portfolio Manager has knowledge: (a) the non-payment of interest or principal due and payable with respect to such Collateral Obligation; (b) the rescheduling of any interest or principal in any part of the capital structure of the related Obligor; (c) any restructuring (or proposed restructuring) of any debt of the related Obligor; (d) any significant sales or acquisitions of assets by the Obligor as reasonably determined by the Portfolio Manager; (e) the breach of any covenant of such Collateral Obligation or the reasonable determination by the Portfolio Manager that there is a greater than 50% chance that a covenant would be breached in the next six months;(f) the operating profit or cash flows of the Obligor being more than 20.0% lower than the Obligor’s expected results; (g) the reduction or increase in the Cash interest rate payable by the Obligor thereunder (excluding any increase in an interest rate arising by operation of a default or penalty interest clause under a Collateral Obligation); (h) the extension of the stated maturity date of such Collateral Obligation; or (i) the addition of payment-in-kind terms.

“Specified Unsold Obligation”: The meaning specified in Section 12.2(c).

“SR 2024”: The UK’s Securitisation Regulations 2024 (SI 2024/102), as amended from time to time.

“Standby Directed Investment”: Shall mean, initially, JPLIQINLX JP Morgan USD Treas Liquidity Fund overnight investment (which investment is, for the avoidance of doubt, an Eligible Investment); provided, that the Issuer, or the Portfolio Manager on behalf of the Issuer, may by written notice to the Trustee change the Standby Directed Investment to any other Eligible Investment of the type described in clause (y)(ii) of the definition of “Eligible Investments” maturing not later than the earlier of (i) 30 days after the date of such investment (unless putable at par to the issuer thereof) or (ii) the Business Day immediately preceding the next Payment Date unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which case such Eligible Investments may mature on such Payment Date.

“Stated Maturity”: With respect to the Debt of any Class, the date specified as such in Section 2.3; provided, that if at any time the Stated Maturity of any Class of Debt, but not all of the Debt, is extended, for purposes of the definitions of Collateral Obligations and Long-Dated Obligations, the Stated Maturity shall be deemed to be the shortest Stated Maturity of any Class of Debt Outstanding.


	-71-

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

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

“Structured Finance Obligation”: Any obligation issued by a special purpose vehicle and secured directly by, referenced to, or representing ownership of, a pool of receivables or other financial assets of any obligor, including collateralized debt obligations and mortgage-backed securities (excluding, for avoidance of doubt, an asset based loan secured by accounts receivables of an operating business).

“Subordinated Management Fee”: The fee, accruing quarterly in arrears, payable to the Portfolio Manager on each Payment Date (accruing during the related Interest Accrual Period and, as applicable, prorated for the related Interest Accrual Period) in accordance with Section 11.1 of this Indenture, in an amount equal to 0.25% per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date.

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

“Subsequent Delivery Date”: The settlement date with respect to the Issuer’s acquisition of a Collateral Obligation to be pledged to the Trustee after the Closing Date.

“Substantially In-Progress Asset”: The meaning specified in Section 12.2(a)(2).

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

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

“Substitution Period”: The meaning specified in Section 12.5(d).

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


	-72-

“Supermajority”: With respect to any Class of Debt, the Holders of at least 66⅔% of the Aggregate Outstanding Amount of the Debt of such Class.

“Surrendered Debt”: Any Debt surrendered to the Issuer or Trustee pursuant to the first sentence of Section 2.9.

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

“Target Portfolio Par”: U.S.$400,000,000.

“Target Portfolio Par Condition”: A condition satisfied as of the Effective Date (and thereafter, as of any Business Day between the Effective Date and the second Determination Date), if the Aggregate Principal Balance of Collateral Obligations (without duplication) that are (i) held by the Issuer and (ii) of which the Issuer has committed to purchase on such date, together with the amount of any proceeds of prepayments, maturities, sales or redemptions of Collateral Obligations purchased by the Issuer prior to such date (other than any such proceeds that have been reinvested in Collateral Obligations by the Issuer as of the Effective Date), shall equal or exceed the Target Portfolio Par; provided that for purposes of this definition, any Defaulted Obligation shall be treated as having a Principal Balance equal to its S&P Collateral Value.

“Target Return”: With respect to any Payment Date (calculated on the Closing Date to and including such Payment Date), the amount that, together with all amounts paid to the Holders of the Subordinated Notes pursuant to the Priority of Payments on or prior to such Payment Date (including by giving effect to payments made on such Payment Date), would cause the Holders of the Subordinated Notes to first achieve an Internal Rate of Return of 12% on the Aggregate Outstanding Amount of Subordinated Notes issued on the Closing Date.

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

“Tax Event”: An event that will occur if (i) any obligor is, or on the next scheduled payment date under any Collateral Obligation or Eligible Investment, will be, required to deduct or withhold from any payment to the Issuer for or on account of any tax for whatever reason and such obligor is not required to pay to the Issuer such additional amount as is necessary to ensure that the net amount actually received by the Issuer (after payment of all taxes, whether assessed against such obligor or the Issuer) equals the full amount that the Issuer would have received had no such taxes been imposed, (ii) any jurisdiction imposes or will impose tax on the net income or profits of the Issuer (including, for this purpose, any withholding tax liability imposed under Section 1446 of the Code), or (iii) a Hedge Counterparty is or will be required to deduct or withhold from any payment under a Hedge Agreement for or on account of any tax for whatever reason and such Hedge Counterparty is not required to pay to the Issuer such additional amount as is necessary to ensure that the net amount actually received by the Issuer (after payment of all taxes, whether assessed against such Hedge Counterparty or the Issuer) will equal the full amount that the Issuer would have received had no such taxes been imposed, and, in any such case, the aggregate amount of all such taxes imposed on payments to the Issuer and not “grossed-up,” exceed U.S.$1,000,000


	-73-

during the Collection Period in which such event occurs. Withholding taxes imposed under FATCA shall be disregarded in applying the definition of Tax Event, except that a Tax Event will also occur if (i) the costs of complying with FATCA, the Cayman FATCA Legislation and the CRS over the remaining period that any Debt would remain Outstanding (disregarding any redemption of Debt arising from a Tax Event under this sentence), as reasonably estimated by the Issuer (or the Portfolio Manager acting on behalf of the Issuer) are expected to be incurred in an aggregate amount in excess of U.S.$250,000, and (ii) any such withholding taxes are imposed (or are reasonably expected by the Issuer or the Portfolio Manager acting on behalf of the Issuer to be imposed) in an aggregate amount in excess of U.S.$500,000.

“Tax Jurisdiction”: The Bahamas, the British Virgin Islands, the Channel Islands, the Netherlands Antilles, Singapore, the Jersey Islands, the Marshall Islands, the U.S. Virgin Islands, Bermuda or the Cayman Islands and any other tax advantage jurisdiction that satisfies the S&P Rating Condition.

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

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

“Term SOFR Rate”: For any Interest Accrual Period, the greater of (a) zero and the Term SOFR Reference Rate, as such rate is published by the Term SOFR Administrator on the related Interest Determination Date; provided that, if as of 5:00 p.m. (New York City time) on any Interest Determination Date, the Term SOFR Reference Rate has not been published by the Term SOFR Administrator, then the Term SOFR Rate will be (x) the Term SOFR Reference Rate as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for the Index Maturity was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than five Business Days prior to such Interest Determination Date or (y) if the Term SOFR Reference Rate cannot be determined in accordance with clause (x) of this proviso, the Term SOFR Rate shall be the Term SOFR Reference Rate as determined on the previous Interest Determination Date.

“Term SOFR Reference Rate”: The forward-looking term rate for the applicable Index Maturity based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Third Party Credit Exposure”: As of any date of determination, the Principal Balance of each Collateral Obligation that consists of a Participation Interest.


	-74-

“Third Party Credit Exposure Limits”: Limits that shall be satisfied if the Third Party Credit Exposure with counterparties having the ratings below from S&P do not exceed the percentage of the Collateral Principal Amount specified below:


S&P’s long-term credit rating of Selling Institution	Aggregate Percentage Limit	Individual Percentage Limit
AAA	20%	20%
AA+	10%	10%
AA	10%	10%
AA-	10%	10%
A+	5%	5%
A	5%	5%
A- and below	0%	0%

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

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

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

“Transaction Documents”: This Indenture, the Portfolio Management Agreement, the Collateral Administration Agreement, the Account Control Agreement, the Placement Agreement, the Administration Agreement, the Risk Retention Letter, the JCP BDC SPV Sale Agreement and the Master Loan Sale Agreement.

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

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

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

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


	-75-

“Trustee”: As defined in the first sentence of this Indenture and any successor thereto.

“U.S. Government Securities Business Day”: Any day other than Saturday, Sunday or other day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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

“UK Retention Requirements”: The risk retention requirement under SECN 5.

“UK Securitization Framework”: SR 2024, SECN and PRASR, together with the relevant provisions of FSMA, as amended from time to time.

“UK Transparency Requirements”: The transparency and reporting requirements imposed by Article 7 of Chapter 2 of the PRASR, Chapter 5 of the PRASR (including its annexes) and Chapter 6 of the PRASR (including its annexes) together with SECN 6, 11 (including its annexes) and 12 (including its annexes).

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

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

“United States”: The United States of America, its territories and possessions.

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

“Unsaleable Assets”: (a) (i) A Defaulted Obligation, (ii) an Equity Security, (iii) a Loss Mitigation Obligation, (iv) a Specified Equity Security or (v) an obligation received in connection with an Offer, in a restructuring or plan of reorganization with respect to the obligor, in each case, in respect of which the Issuer has not received a payment in cash during the preceding 12 months or (b) any Collateral Obligation or Eligible Investment identified in an Officer’s certificate of the Portfolio Manager as having a Market Value of less than U.S.$1,000, in the case of each of (a) and (b) with respect to which the Portfolio Manager certifies to the Trustee that (x) it has made commercially reasonable efforts to dispose of such obligation for at least 90 days and (y) in its commercially reasonable judgment such obligation is not expected to be saleable in the foreseeable future.

“Unsecured Loan”: An unsecured Loan obligation of any corporation, partnership or trust.


	-76-

“Uptier Priming Debt”: Any Superpriority New Money Debt and any Rolled Senior Uptier Debt acquired by the Issuer resulting from, or received in connection with an Uptier Priming Transaction. For the avoidance of doubt, any Uptier Priming Debt must satisfy the requirements of the definition of “Collateral Obligation” or “Loss Mitigation Obligation”.

“Uptier Priming Transaction”: Any transaction effected in connection with the bankruptcy related to, or the workout or restructuring of, a Collateral Obligation held by the Issuer, in which (x) new money priming debt is issued by the Obligor of such Collateral Obligation which will be senior in priority to all existing debt of such Obligor (including the Collateral Obligation held by the Issuer) (“Superpriority New Money Debt”) and (y) the current secured lenders (with respect to such Collateral Obligation) that participate in the Superpriority New Money Debt have the opportunity to exchange their current secured loans for priming debt (without any requirement to pay additional amounts, other than reasonable and customary expenses, e.g., transfer costs) that will be senior in priority to all other outstanding debt of such Obligor (including the Collateral Obligation held by the Issuer), other than Superpriority New Money Debt (“Rolled Senior Uptier Debt”).

“U.S. person”: The meanings specified in Section 7701(a)(30) of the Code or in Regulation S, as the context requires.

“U.S. Retention Interest”: The “eligible vertical interest” held by the Retention Holder in accordance with the U.S. Risk Retention Rules.

“U.S. Risk Retention Rules”: The rules promulgated under Section 15G of the Exchange Act as Regulation RR, 17 C.F.R. Part 246 or any credit risk retention law, rule or regulation in the United States that is applicable to the Portfolio Manager and this transaction (as determined by the Portfolio Manager).

“Weighted Average Coupon”: As of any Measurement Date, the number obtained by dividing:

(a)

the amount equal to the Aggregate Coupon; by

(b)

an amount equal to the Aggregate Principal Balance of all Fixed Rate Obligations as of such Measurement Date, in each case, excluding, for any Deferring Security, any interest that has been deferred and capitalized thereon.

“Weighted Average Floating Spread”: As of any Measurement Date, the number obtained by dividing: (a) the amount equal to (A) the Aggregate Funded Spread plus (B) the Aggregate Unfunded Spread plus (C) the Aggregate Excess Funded Spread; by (b) an amount equal to the Aggregate Principal Balance of all Floating Rate Obligations as of such Measurement Date, in each case, excluding, for any Deferring Security, any interest that has been deferred and capitalized thereon; provided that, for the purposes of the S&P CDO Monitor Test (and all calculations made pursuant thereto or therein) (A) the Aggregate Excess Funded Spread shall not be included in the calculation of the amount described in clause (a), and (B) clause (b) shall in all cases be equal to the Aggregate Principal Balance (including for this purpose any capitalized interest) of all Floating Rate Obligations as of such Measurement Date.


	-77-

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

(a)

the Average Life at such time of each such Collateral Obligation by the Principal Balance of such Collateral Obligation

and dividing such sum by:

(b)

the Aggregate Principal Balance at such time of all Collateral Obligations other than Defaulted Obligations.

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

“Weighted Average Life Test”: A test satisfied on any Measurement Date if the Weighted Average Life of all Collateral Obligations other than Defaulted Obligations as of such date is less than or equal to (A) 8.00 minus (B) the product of (x) 0.25 and (y) (i) 1 plus (ii) the number of Payment Dates that have occurred since the Closing Date.

“Weighted Average S&P Recovery Rate”: As of any date of determination, the number, expressed as a percentage and determined for the Highest Priority Class, obtained by summing the products obtained by multiplying the outstanding Principal Balance of each Collateral Obligation by its corresponding recovery rate as determined in accordance with Section 1 of Schedule 6 hereto, dividing such sum by the Aggregate Principal Balance of all Collateral Obligations, and rounding to the nearest tenth of a percent.

“Weighted Average S&P Recovery Rate Test”: The test that will be satisfied on any date of determination if the Weighted Average S&P Recovery Rate for the Highest Priority Class equals or exceeds the S&P Weighted Average Recovery Rate Input for such Class selected by the Portfolio Manager in connection with the S&P CDO Monitor.

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

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


	-78-

Transaction Document to knowledge of the Portfolio Manager shall mean the actual knowledge of a Responsible Officer of the Portfolio Manager.

Section 1.3 Assumptions as to Assets. In connection with all calculations required to be made pursuant to this Indenture (unless otherwise specified herein) with respect to Scheduled Distributions on any Asset, or any payments on any other assets included in the Assets, with respect to the sale of and reinvestment in Collateral Obligations, and with respect to the income that can be earned on Scheduled Distributions on such Assets and on any other amounts that may be received for deposit in the Collection Account, the provisions set forth in this Section 1.3 shall be applied. The provisions of this Section 1.3 shall be applicable to any determination or calculation that is covered by this Section 1.3, whether or not reference is specifically made to this Section 1.3, 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 Assets securing the Secured Notes shall be made on the basis of information as to the terms of each such Asset and upon reports of payments, if any, received on such Asset that are furnished by or on behalf of the obligor of such Asset and, to the extent they are not manifestly in error, such information or reports may be conclusively relied upon in making such calculations.

(b)

For purposes of calculating the Coverage Tests, except as otherwise specified in the Coverage Tests, such calculations shall not include scheduled interest and principal payments on Defaulted Obligations unless or until such payments are actually made. For the avoidance of doubt, the Interest Coverage Test shall be applicable on and after the Determination Date occurring immediately prior to the second Payment Date and the Overcollateralization Ratio Test shall be applicable on and after the Effective Date.

(c)

For each Collection Period and as of any date of determination, the Scheduled Distribution on any Asset (including Current Pay Obligations and DIP Collateral Obligations but excluding Defaulted Obligations and Loss Mitigation Obligations, which, except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero, except to the extent any payments have actually been received) shall be the sum of (i) the total amount of payments, collections and proceeds to be received during such Collection Period in respect of such Asset that, if received as scheduled, shall be available in the Collection Account at the end of the Collection Period and (ii) any such amounts received by the Issuer in prior Collection Periods that were not disbursed on a previous Payment Date.

(d)

Each Scheduled Distribution receivable with respect to an Asset shall be assumed to be received on the applicable Due Date, and each such Scheduled Distribution shall be assumed to be immediately deposited in the Collection Account to earn interest at the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earn interest until the date on which they are required to be available in the Collection Account for application, in accordance with the terms hereof, to payments of principal of or interest on the Debt or other amounts payable pursuant to this Indenture. For purposes of the applicable determinations required by Section 10.6(b)(iv), Article XII and the definition of “Interest Coverage Ratio,” the expected interest on


	-79-

the Secured Debt and Floating Rate Obligations shall be calculated using the then current interest rates applicable thereto.

(e)

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

(f)

For purposes of calculating all Concentration Limitations, in both the numerator and the denominator of any component of the Concentration Limitations, Defaulted Obligations shall be treated as having a Principal Balance equal to zero.

(g)

If the Issuer (or the Portfolio Manager on behalf of the Issuer) is notified by the administrative agent or other withholding agent or otherwise for the syndicate of lenders in respect of any Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation (or any other Asset held by the Issuer) that any amounts associated therewith are subject to withholding tax imposed by any jurisdiction, the Portfolio Manager shall so notify the Collateral Administrator and thereafter the applicable Collateral Quality Test, the Coverage Tests shall be calculated on a net basis after taking into account such withholding, unless the related obligor is required to make “gross-up” payments to the Issuer that cover the full amount of any such withholding tax on an after-tax basis pursuant to the Underlying Instruments with respect thereto.

(h)

Except where expressly referenced herein for inclusion in such calculations, Defaulted Obligations shall not be included in the calculation of the Collateral Quality Test.

(i)

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

(j)

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

(k)

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 Interest Accrual Period and shall be based on the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date.

(l)

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


	-80-

(m)

For purposes of calculating compliance with any tests and the making of any determination and the preparation of any reports under this Indenture, the trade date (and not the settlement date) with respect to any acquisition or disposition of a Collateral Obligation or Eligible Investment shall be used to determine whether and when such acquisition or disposition has occurred.

(n)

For all purposes when determining the Concentration Limitations, the Collateral Quality Test and the Coverage Tests (but excluding for purposes of the calculation of the Aggregate Funded Spread), the principal balance of a Revolving Collateral Obligation or a Delayed Drawdown Collateral Obligation shall include all unfunded commitments that have not been irrevocably reduced or withdrawn.

(o)

If a Collateral Obligation included in the Assets would be deemed a Current Pay Obligation but for the applicable percentage limitation in the proviso to clause (x) of the proviso to the definition of “Defaulted Obligation,” then the Current Pay Obligations with the lowest Market Value (assuming that such Market Value is expressed as a percentage of the principal balance of such Current Pay Obligation as of the date of determination) shall be deemed Defaulted Obligations. Each such Defaulted Obligation shall be treated as a Defaulted Obligation for all purposes until such time as the Aggregate Principal Balance of Current Pay Obligations would not exceed, on a pro forma basis including such Defaulted Obligation, the applicable percentage of the Collateral Principal Amount.

(p)

For purposes of calculating the Sale Proceeds of a Collateral Obligation in sale transactions, sale proceeds will include any Principal Financed Accrued Interest received in respect of such sale.

(q)

Any direction or Issuer Order required hereunder relating to the purchase, acquisition, sale, disposition or other transfer of the Assets may be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or document or other written instruction (including by email or other electronic communication or file transfer protocol) from the Issuer on which the Trustee may rely.

(r)

For purposes of calculating the Collateral Quality Tests, DIP Collateral Obligations will be treated as having an S&P Recovery Rate equal to the S&P Recovery Rate for Senior Secured Loans.

(s)

All calculations related to Maturity Amendments, the Investment Criteria, Specified Equity Securities and Loss Mitigation Obligations (and definitions related to Maturity Amendments, the Investment Criteria, Specified Equity Securities and Loss Mitigation Obligations), and all other tests that otherwise would be calculated cumulatively will be reset at zero on the date of any Refinancing of all Classes of Secured Notes. For the avoidance of doubt, the Internal Rate of Return will not be reset at zero on the date of any Refinancing.

(t)

If no Class of Secured Debt is outstanding (including as a result of an Optional Redemption thereof), any periodic reporting requirements or deliverables set forth herein may be terminated in the sole discretion of the Portfolio Manager.


	-81-

ARTICLE II

THE NOTES

Section 2.1 Forms Generally. The Notes and the Trustee’s or Authenticating Agent’s certificate of authentication thereon (the “Certificate of Authentication”) shall be in substantially the forms required by this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be consistent herewith, determined by the Authorized Officers of the Applicable Issuers executing such Notes as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. It is the express intent of the parties hereto that the Notes shall be “Securities” as defined under and governed by Article 8 of the UCC.

Section 2.2 Forms of Notes. The forms of the Notes, including the forms of Certificated Notes and Global Notes shall be as set forth in the applicable part of Exhibit A hereto.

(a)

Secured Notes and Subordinated Notes.

(i)

Except as set forth in clause (iii) below, each Note sold to a Person that is not a U.S. person in an offshore transaction in reliance on Regulation S shall be issued initially in the form of one permanent Regulation S Global Note per Class and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided.

(ii)

Except as set forth in clause (iii) below, each Note sold to a Person that is a QIB/QP shall be issued initially in the form of one permanent Rule 144A Global Note per Class and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC, duly executed by the Applicable Issuers and authenticated by the Trustee as hereinafter provided.

(iii)

Each Note (1) sold to persons that are not U.S. persons in offshore transactions in reliance on Regulation S or (2) sold to persons that are QIB/QPs that, in either case, elect at the time of the acquisition, purported acquisition or proposed acquisition to have their Notes issued in the form of a Certificated Note shall be issued in the form of a Certificated Note. In addition, Subordinated Notes sold on the Closing Date to Accredited Investors that are also Qualified Purchasers or entities that are owned (or beneficially owned) exclusively by Qualified Purchasers and/or Knowledgeable Employees with respect to the Issuer who have received the consent of the Issuer and the Placement Agent to such entity’s acquisition of Subordinated Notes (any such entity, a “Permitted AI”) shall be issued in the form of a Certificated Note.


	-82-

(iv)

The Subordinated Notes may only be issued as Certificated Notes.

(v)

The Subordinated Notes may not be sold to persons that are not “United States persons” (as defined in Section 7701(a)(30) of the Code), and may only be owned by “United States persons” (as defined in Section 7701(a)(30) of the Code).

(vi)

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

(b)

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

The provisions of the “Operating Procedures of the Euroclear System” of Euroclear and the “Terms and Conditions Governing Use of Participants” of Clearstream, respectively, shall 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 Notes held on their behalf by the Trustee, as custodian for DTC and DTC may be treated by the Applicable Issuer, the Trustee, and any agent of the Applicable Issuer or the Trustee as the absolute owner of such Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Applicable Issuer, the Trustee, or any agent of the Applicable Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Section 2.3 Authorized Amount; Stated Maturity; Denominations. The aggregate principal amount of Secured Debt and Subordinated Notes that may be authenticated and delivered under this Indenture is limited to U.S.$404,320,000 aggregate principal amount of Notes (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.5, Section 2.6or Section 8.6 of this Indenture or (iii) additional notes issued in accordance with Sections 2.14and 3.2).

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


Class Designation	Class A-1 Notes	Class A-2 Notes	Class B Notes	Subordinated Notes
Original Principal Amount(1) (U.S.$)	$232,000,000	$16,000,000	$15,000,000	$141,320,000
Stated Maturity	Payment Date in April2038	Payment Date in April2038	Payment Date in April2038	Payment Date in April2038
Fixed Rate Debt	No	No	No	N/A


Class Designation	Class A-1 Notes	Class A-2 Notes	Class B Notes	Subordinated Notes
Floating Rate Debt	Yes	Yes	Yes	N/A
Interest Rate	Benchmark	Benchmark	Benchmark	N/A


	-83-


	+ 1.50%(2)	+ 1.80%(2)	+ 1.90%(2)
Index Maturity	3 months	3 months	3 months	N/A
Initial S&P Rating(s)	“AAA (sf)”	“AAA (sf)”	“AA (sf)”	N/A
Interest Deferrable	No	No	No	N/A
Priority Classes	None	A-1	A-1, A-2	A-1, A-2, B
Pari Passu Classes	None	None	None	None
Junior Classes	A-2, B, Subordinated	B, Subordinated	Subordinated	None
Listed Notes	No	No	No	No
Applicable Issuer(s)	Co-Issuers	Co-Issuers	Co-Issuers	Issuer
Re-priceable Class	No	No	No	N/A

(1)

As of the Closing Date.

(2)

The initial Benchmark will be the Term SOFR Rate. The Term SOFR Rate shall be calculated as set forth in the definition of “Term SOFR Rate”. The Benchmark for the first Interest Accrual Period shall be set on two different Notional Determination Dates as set forth herein. The Benchmark may be changed to the Fallback Rate in accordance with the definition of “Benchmark” and certain other conditions specified herein. The spread over the Benchmark (or fixed rate of interest, as the case may be) applicable to any Class of Re-Pricing Eligible Debt may be reduced in connection with a Re-Pricing of such Class of Notes, subject to the conditions described under Section 9.9.

Each Class of Secured Notes shall be issued in Minimum Denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof and the Subordinated Notes shall be issued in Minimum Denominations of U.S.$1,575,000 and integral multiples of U.S.$1.00 in excess thereof. The Notes shall only be transferred or resold in compliance with the terms of this Indenture.

Section 2.4 Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of each of the Applicable Issuers by one of their respective Authorized Officers. The signature of such Authorized Officer on the Notes may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of this Indenture, the Issuer and the Co-Issuer may deliver Notes executed by the Applicable Issuers to the Trustee or the Authenticating Agent for authentication and the Trustee or the Authenticating Agent, upon Issuer Order (which shall be deemed to be provided upon delivery of an executed Note to the Trustee or Authenticating Agent), shall authenticate and deliver such Notes as provided in this Indenture and not otherwise.

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


	-84-

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

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

Section 2.5 Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be Registered and shall cause to be kept a register (the “Register”) at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes (including the names and addresses of the Holders and the principal or face amount (and stated interest) due to each Holder) and the registration of transfers of Notes. The Trustee is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Register maintained in the United States as herein provided. The entries in the Register shall be conclusive, absent manifest error, and the Holders, the Issuer, any Paying Agent, and the Trustee shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Holder for all purposes of this Indenture. Upon any resignation or removal of the Registrar, the Issuer shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Registrar.

If a Person other than the Trustee is appointed by the Issuer as Registrar, the Issuer shall give the Trustee prompt written notice of the appointment of a Registrar and of the location, and any change in the location, of the Register, and the Trustee shall have the right to inspect the Register at all reasonable times and to obtain copies thereof and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Portfolio Manager, the Placement Agent or any Holder a current list of Holders (and their holdings) as reflected in the Register. In addition and upon written request at any time, the Registrar shall provide to the Issuer, the Portfolio Manager, the Placement Agent or any Holder any information the Registrar actually possesses regarding the nature and identity of any beneficial owner of any Note (and its holdings).

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


	-85-

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 Applicable Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive.

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

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with (if required by the Registrar) signature guarantee by an eligible guarantor institution meeting the requirements of the Registrar (which requirements may include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” acceptable to the Registrar in addition to, or in substitution for, STAMP).

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

(b)

No Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act, is exempt from the registration requirements under applicable state securities laws and shall not cause either of the Co-Issuers to become subject to the requirement that it register as an investment company under the Investment Company Act.

(c)

No sale or transfer of any Subordinated Note (or any interest therein) shall be effective, and the Trustee shall not recognize any such sale or transfer, if after giving effect to such sale or transfer 25% or more of the total value of the Subordinated Notes of any such Class, respectively, represented by the Aggregate Outstanding Amount thereof, would be held by Persons who have represented that they are, or are acting on behalf of, Benefit Plan Investors. For purposes of calculating the 25% Limitation, any Subordinated Notes of the Issuer held by a Person who is a Controlling Person shall be disregarded and not treated as Outstanding. The Issuer and the Trustee shall be entitled to rely exclusively upon the information set forth in the face of the transfer certificates received pursuant to the terms of this Section 2.5 and only Notes that a Trust Officer of the Trustee actually knows to be so held shall be so disregarded.


	-86-

(d)

Notwithstanding anything contained herein to the contrary, except as provided in Section 2.5(c), the Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the registration provisions of or any exemptions from the Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code, the Investment Company Act, or the terms hereof; provided that if a certificate is specifically required by the terms of this Section 2.5 to be provided to the Trustee by a purchaser or 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)

For so long as any of the Notes is Outstanding, the Issuer shall not issue or permit the transfer of any ordinary shares of the Issuer to U.S. persons.

(f)

Transfers of Global Secured Notes shall only be made in accordance with Section 2.2(b), this Section 2.5(f) and Section 2.13.

(i)

Rule 144A Global Secured Note to Regulation S Global Secured Note. In the case of the Secured Notes, if a Holder of a beneficial interest in a Rule 144A Global Secured Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Secured Note for an interest in the corresponding Regulation S Global Secured Note, or to transfer its interest in such Rule 144A Global Secured Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Secured Note, such Holder (provided that such Holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Secured Note. Upon receipt by the Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Secured Note, but not less than the Minimum Denomination applicable to such Holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Secured Note to be exchanged or transferred, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit B-1 attached hereto given by the Holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Secured Notes, including that the Holder or the transferee, as applicable, 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 B-2 or Exhibit B-4, as applicable, 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 Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Secured Note and to increase the principal amount of the Regulation S


	-87-

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

(ii)

Regulation S Global Secured Note to Rule 144A Global Secured Note. If a Holder of a beneficial interest in a Regulation S Global Secured Note deposited with DTC wishes at any time to exchange its interest in such Regulation S Global Secured Note for an interest in the corresponding Rule 144A Global Secured Note or to transfer its interest in such Regulation S Global Secured Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Secured Note, such Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Secured Note. Upon receipt by the Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Secured Note in an amount equal to the beneficial interest in such Regulation S Global Secured Note, but not less than the Minimum Denomination applicable to such Holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B-3 attached hereto given by the Holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Secured Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Secured Note is a Qualified Institutional Buyer and either (x) a Qualified Purchaser or (y) an entity 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 B-2 or Exhibit B-4, as applicable, 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 either (x) a Qualified Purchaser or (y) an entity owned exclusively by Qualified Purchasers, then the Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Secured Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Secured Note to be transferred or exchanged and the 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 Rule 144A Global Secured Note equal to the reduction in the principal amount of the Regulation S Global Secured Note.

(iii)

Global Secured Note to Certificated Secured Note. Subject to Section 2.11(a), if a Holder of a beneficial interest in a Global Secured Note deposited with DTC wishes at any time to transfer its interest in such Global Secured Note to a Person who wishes to take delivery thereof in the form of a corresponding Certificated Secured Note, such Holder may, subject to the immediately succeeding sentence and the rules and


	-88-

procedures of Euroclear, Clearstream and/or DTC, as the case may be, transfer, or cause the transfer of, such interest for a Certificated Secured Note. Upon receipt by the Registrar of (A) a certificate substantially in the forms of Exhibit B-2 or Exhibit B-4 (as applicable) attached hereto executed by the transferee with respect to the Secured Notes and (B) appropriate instructions from DTC, if required, the Registrar shall approve the instructions at DTC to reduce, or cause to be reduced, the Global Secured Note by the aggregate principal amount of the beneficial interest in the Global Secured Note to be transferred, record the transfer in the Register in accordance with Section 2.5(a) and upon execution by the Applicable Issuers and authentication and delivery by the Trustee, one or more corresponding Certificated Secured Notes, registered in the names specified in the instructions described in clause (B) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the interest in such Global Secured Note transferred by the transferor), and in authorized denominations.

(g)

Transfers of Certificated Secured Notes shall only be made in accordance with Section 2.2(b), this Section 2.5(g) and Section 2.13.

(i)

Certificated Secured Notes to Global Secured Notes. If a Holder of a Certificated Secured Note wishes at any time to exchange its interest in a Certificated Secured Note for an interest in the corresponding Rule 144A Global Secured Note or to a Regulation S Global Secured Note or to transfer such Certificated Secured Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a corresponding Global Secured Note, such Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Secured Note for a beneficial interest in a corresponding Global Secured Note. Upon receipt by the Registrar of (A) a Holder’s Certificated Secured Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B-1 or B-3 (as applicable) executed by the transferor and certificates substantially in the forms of Exhibit B-2 or B-4 (as applicable) attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Secured Notes in an amount equal to the Certificated Secured Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Registrar shall cancel such Certificated Secured Note in accordance with Section 2.9, record the transfer in the Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Global Secured Note equal to the principal amount of the Certificated Secured Note transferred or exchanged.


	-89-

(ii)

Certificated Secured Notes to Certificated Secured Notes. If a Holder of a Certificated Secured Note wishes at any time to exchange its interest in such Certificated Secured Note for one or more other Certificated Secured Notes of the same Class or wishes to transfer such Certificated Secured Note, such Holder may do so in accordance with this Section 2.5(g)(ii). Upon receipt by the Registrar of (A) a Holder’s Certificated Secured Note properly endorsed for assignment to the transferee, and (B) a certificate substantially in the forms of Exhibit B-2 or Exhibit B-4 (as applicable) with respect to the Secured Notes attached hereto executed by the transferee, the Registrar shall cancel such Certificated Secured Note in accordance with Section 2.9, record the transfer in the Register in accordance with Section 2.5(a)and upon execution by the Applicable Issuers and authentication and delivery by the Trustee, deliver one or more Certificated Secured Notes bearing the same designation as the Certificated Secured Note endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Secured Note surrendered by the transferor), and in authorized denominations.

(h)

Transfers and exchanges of Subordinated Notes shall only be made in accordance with Section 2.2(b), this Section 2.5(h) and Section 2.13. Upon receipt by the Registrar of (A) a Holder’s Certificated Subordinated Note properly endorsed for assignment to the transferee, and (B) certificates in the form of Exhibits B-4 and B-5 attached hereto given by the transferee of such Certificated Subordinated Note, the Registrar shall cancel such Certificated Subordinated Note in accordance with Section 2.9, record the transfer in the Register in accordance with Section 2.5(a) and upon execution by the Issuer and authentication and delivery by the Trustee, deliver one or more Certificated Subordinated Notes bearing the same designation as the Certificated Subordinated Note endorsed for transfer, registered in the names specified in the assignment described in clause (A)above, in principal amounts designated by the transferee (the aggregate of such principal amounts being equal to the aggregate principal amount of the Certificated Subordinated Note surrendered by the transferor), and in authorized denominations.

(i)

If Notes are issued upon the transfer, exchange or replacement of Notes bearing the applicable legends set forth in the applicable part of Exhibit A hereto, and if a request is made to remove such applicable legend on such Notes, the Notes so issued shall bear such applicable legend, or such applicable legend shall not be removed, as the case may be, unless there is delivered to the Trustee and the Applicable Issuers such satisfactory evidence, which may include an Opinion of Counsel acceptable to them, as may be reasonably required by the Applicable Issuers (and which shall by its terms permit reliance by the Trustee), to the effect that neither such applicable legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act, the Investment Company Act, ERISA or the Code. Upon provision of such satisfactory evidence, the Trustee or its Authenticating Agent, at the written direction of the Applicable Issuers shall, after due execution by the Applicable Issuers authenticate and deliver Notes that do not bear such applicable legend.


	-90-

(j)

Each Person who becomes a beneficial owner of Notes represented by an interest in a Global Note shall be deemed to have represented and agreed as follows (except as may be expressly agreed in writing between a purchaser and the Issuer or the Placement Agent, as applicable, in the case of a purchaser purchasing on the Closing Date); and each purchaser who purchases Subordinated Notes from the Issuer or the Placement Agent on the Closing Date shall be required to provide a subscription agreement containing representations substantially similar to those set forth in Exhibit B-4 hereto, as well as other agreements and indemnities (except as may be expressly agreed in writing between a purchaser, the Issuer or the Placement Agent, as applicable), including:

(i)

In connection with the purchase of such Notes: (A) none of the Co-Issuers, the Portfolio Manager, the Placement Agent, the Trustee, the Collateral Administrator, the Retention Holder or the Administrator (the “Transaction Parties”) or any of their respective Affiliates is acting as a fiduciary or financial or investment adviser for such beneficial owner; (B) such beneficial owner is not relying, and will not rely, (for purposes of making any investment decision or otherwise) upon any written or oral advice, counsel or representations of the Transaction Parties or any of their respective Affiliates other than any statements in the Offering Circular for such Notes, and such beneficial owner has read and understands such Offering Circular for the Notes (including, without limitation, the descriptions therein of the structure of the transaction in which the Notes are being issued and the risks to purchasers of the Notes); (C) such beneficial owner has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to this Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Transaction Parties or any of their respective Affiliates; (D) such beneficial owner is either (1) (in the case of a beneficial owner of an interest in a Rule 144A Global Secured Note) both (a) a QIB that purchases such Notes in reliance on the exemption from Securities Act registration provided by Rule 144A that is neither a dealer described in paragraph (a)(1)(ii) of Rule 144A 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, nor a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan, and (b) a Qualified Purchaser or an entity owned exclusively by Qualified Purchasers; (2) except in the case of Subordinated Notes, not a U.S. person and is acquiring the Notes in an offshore transaction (as defined in Regulation S) in reliance on the exemption from registration provided by Regulation S or (3) solely in the case of Subordinated Notes sold on the Closing Date, a Permitted AI; (E) such beneficial owner is acquiring its interest in such Notes as principal solely 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


	-91-

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; (K) if it is not a U.S. person, it is not acquiring any Note as part of a plan to reduce, avoid or evade U.S. federal income tax; (L) none of the Transaction Parties or any of their respective Affiliates has given it (directly or indirectly through any other Person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of the Notes or of this Indenture; (M) the beneficial owner has determined that the rates, prices or amounts and other terms of the purchase and sale of the Notes reflect those in the relevant market for similar transactions; (N) the beneficial owner is not a (x) partnership, (y) common trust fund or (z) 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 (O) the beneficial owner agrees that it will not hold any Notes for the benefit of any other Person, that it will at all times be the sole beneficial owner of the Notes for purposes of the Investment Company Act and all other purposes and that the beneficial owner will not sell participation interests in the Notes or enter into any other arrangement pursuant to which any other Person will be entitled to a beneficial interest in the distributions on the Notes.

(ii)

With respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, (A) if it is, or is acting on behalf of, a Benefit Plan Investor, its acquisition, holding and disposition of such Secured Notes (or interests therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and (B) if it is a governmental, church, non-U.S. or other plan which is subject to any Other Plan Law, its acquisition, holding and disposition of such Secured Notes (or interests therein) will not constitute or result in a violation of any such Other Plan Law.

(iii)

(a) With respect to the Subordinated Notes, it understands that such Subordinated Notes may not at any time be held in the form of Global Notes.

(iv)

[reserved].

(v)

Such beneficial owner understands that such Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, such Notes have not been and will not be registered or qualified under the Securities Act or any state securities laws, and, if in the future such beneficial owner decides to reoffer, resell, pledge or otherwise transfer such Notes, such Notes may be reoffered, resold, pledged or otherwise transferred only in accordance with the provisions of this Indenture and the legend on such Notes. Such beneficial owner acknowledges that no representation has been made as to the availability of any exemption under the Securities Act or any state securities laws for resale of such Notes. Such beneficial owner understands that neither of the Co-Issuers has been registered under the Investment Company Act, and


	-92-

that the Co-Issuers are excepted from registration as such by virtue of Section 3(c)(7) of the Investment Company Act.

(vi)

Each purchaser or transferee agrees to indemnify and hold harmless the Co-Issuers, the Trustee, the Placement Agent, the Portfolio Manager and their respective Affiliates from any claim, cost, damage or loss incurred by them as a result of the representations under clauses (ii) or (iii) becoming untrue. It understands that the representations made in clauses (ii) and (iii) will be deemed to be made on each day from the date of acquisition by it of an interest in a Note, as applicable, through and including the date on which it disposes of such interest. It agrees that if any of its representations under clauses (ii) and (iii) becomes untrue, it will immediately notify the Issuer and the Trustee and take any other action as may be requested by them.

(vii)

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

(viii)

Such beneficial owner acknowledges receipt of the Issuer’s privacy notice (as set forth in the Offering Circular) which provides information on the Issuer’s use of personal data in accordance with the Cayman Islands Data Protection Act (As Revised) and, if applicable, agrees to promptly provide the privacy notice (or any updated version thereof as may be provided from time to time) to each individual (such as any individual directors, shareholders, beneficial owners, authorized signatories, trustees or others) whose personal data it provides to the Issuer or any of its Affiliates or delegates including, but not limited to, Appleby Global Services (Cayman) Limited in its capacity as Administrator.

(ix)

Such beneficial owner shall 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, and in Section 2.14.

(x)

Such beneficial owner shall not, at any time, offer to buy or offer to sell the Notes by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitations or advertising.

(xi)

Such beneficial owner is not a member of the public in the Cayman Islands.

(xii)

Such beneficial owner will provide the Issuer or its agents with such information and documentation that may be required for the Issuer to achieve AML Compliance and shall update or replace such information or documentation, as necessary.


	-93-

(xiii)

If such beneficial owner is acquiring any Notes in a transaction that would comprise a sale of securities in Florida, such beneficial owner is either (A) a “Qualified Institutional Buyer” (within the meaning of Rule 144A under the Securities Act) or (B) both (1) an “Institutional Accredited Investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and (2) a bank, trust company, savings institution, insurance company, dealer, investment company (as defined in the Investment Company Act), pension or profit-sharing trust within the meaning of Section 517.061(9) of the Florida Securities and Investor Protection Act.

(k)

Each Person who becomes an owner of beneficial interest in a Certificated Note (including a transfer of an interest in a Global Note to a transferee acquiring a Note in the form of a Certificated Note), shall be required to make the representations and agreements set forth in Exhibit B-2 and Exhibit B-4 hereto (and, in the case of the Subordinated Notes, Exhibit B-5), as applicable. Each Person who becomes an owner of a Certificated Note on the Closing Date shall be required to provide the Placement Agent and the Issuer, as applicable, with a subscription agreement containing representations substantially similar to those set forth in Exhibit B-2 and Exhibit B-4 hereto (and, in the case of the Subordinated Notes, Exhibit B-5), as applicable, as well as other agreements and indemnities (except as may be expressly agreed in writing between such Person and the Issuer or the Placement Agent, as applicable).

(l)

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.

(m)

To the extent required by the Issuer, as determined by the Issuer or the Portfolio Manager on behalf of the Issuer, the Issuer may, upon written notice to the Trustee, impose additional transfer restrictions on the Notes to comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and other similar laws or regulations, including, without limitation, requiring each transferee of a Note to make representations to the Issuer in connection with such compliance.

(n)

The Registrar, the Trustee and the Issuer shall be entitled to conclusively rely on the information set forth on the face of any transferor and transferee certificate delivered pursuant to this Section 2.5 and shall be able to presume conclusively the continuing accuracy thereof, in each case without further inquiry or investigation. Notwithstanding anything in this Indenture to the contrary, the Trustee shall not be required to obtain any certificate specifically required by the terms of this Section 2.5 if the Trustee has not been notified in writing or a Trust Officer does not have actual knowledge of any transfer requiring such certificate to be presented by the proposed transferor or transferee.

(o)

For the avoidance of doubt, notwithstanding anything in this Indenture to the contrary, the Placement Agent may hold a position in a Regulation S Global Secured Note prior to the distribution of the applicable Notes represented by such position.

(p)

Each Person who is, or is acting on behalf of, a Benefit Plan Investor, will be deemed or required to represent, warrant and agree that (i) none of the Transaction Parties or any financial intermediaries or other persons that provide marketing services, or any of their respective affiliates, has provided and none will provide any investment recommendation or investment


	-94-

advice within the meaning of Section 3(21) of ERISA to the Benefit Plan Investor, or to any fiduciary or other person investing the assets of the Benefit Plan Investor (“Plan Fiduciary”), in connection with the decision to invest in, hold or dispose of the Notes, and they are not otherwise undertaking to act as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Benefit Plan Investor or the Plan Fiduciary in connection with the Benefit Plan Investor’s acquisition of the Notes, and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Notes.

Section 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 Applicable Issuers, the Trustee and the relevant Transfer Agent evidence to their reasonable satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to the Applicable Issuers, the Trustee and such Transfer Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Applicable Issuers, the Trustee or such Transfer Agent that such Note has been acquired by a protected purchaser, the Applicable Issuers shall execute and, upon Issuer Order, which shall be deemed to have been provided upon delivery to the Trustee for execution of a Note signed by the Applicable Issuers, 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 Applicable Issuers, the Transfer Agent and the Trustee shall be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Applicable Issuers, the Trustee and the Transfer Agent in connection therewith.

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

Upon the issuance of any new Note under this Section 2.6, the Applicable Issuers 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 Applicable Issuers and such new Note shall be entitled, subject to the second paragraph of this Section 2.6, to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder.


	-95-

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

Section 2.7 Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved. (a) The Secured Notes of each Class shall accrue interest during each Interest Accrual Period at the applicable Interest Rate and such interest shall be payable in arrears on each Payment Date on the Aggregate Outstanding Amount thereof on the first day of the related Interest Accrual Period with respect to the Secured Notes (after giving effect to payments of principal thereof on such date), except as otherwise set forth below. Payment of interest on each Class of Secured Notes (and payments of available Interest Proceeds to the Holders of the Subordinated Notes) shall be subordinated to the payment of interest on each related Priority Class as provided in Section 11.1.

(b)

The principal of the Secured Notes of each Class matures at par and is due and payable on the date of the Stated Maturity for such Class, unless such principal has been previously repaid or unless the unpaid principal of such Secured Notes becomes due and payable at an earlier date by declaration of acceleration, call for redemption or otherwise. Notwithstanding the foregoing, the payment of principal of each Class of Secured Notes (and payments of Principal Proceeds to the Holders of the Subordinated Notes) may only occur in accordance with the Priority of Payments. Payments of principal on any Class of Secured Notes, and distributions of Principal Proceeds to Holders of Subordinated Notes, which are not paid, in accordance with the Priority of Payments, on any Payment Date (other than the Payment Date which is the Stated Maturity of such Class of Notes or any Redemption Date), because of insufficient funds therefor shall not be considered “due and payable” for purposes of Section 5.1(a) until the Payment Date on which such principal may be paid in accordance with the Priority of Payments.

(c)

Principal payments on the Notes shall be made in accordance with the Priority of Payments and Article IX.

(d)

As a condition to the payment of any amounts on any Notes without the imposition of withholding or back-up withholding tax, any Paying Agent (including the Trustee serving in such capacity) shall require certification acceptable to it to enable it to determine its duties and liabilities, or such certification as the Issuer, the Co-Issuer or any Paying Agent shall request to enable such party to determine its duties and liabilities, with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Notes under any present or future law or regulation of the United States and any other applicable jurisdiction, or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. The Co-Issuers shall not be obligated to pay any additional amounts to the Holders of 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. Nothing herein shall be construed to obligate the Paying Agent to determine the duties or liabilities of the Issuer or the Co-Issuer or any other paying agent with respect to any tax certification or


	-96-

withholding requirements, or any tax certification or withholding requirements of any jurisdiction, political subdivision or taxing authority outside the United States.

(e)

Payments in respect of interest on and principal of any Secured Debt and any payment with respect to any Subordinated Note shall be made by the Trustee in Dollars to (i) DTC or its designee with respect to a Global Note and (ii) to the Holder or its nominee with respect to a Certificated Note, by wire transfer, as directed by the Holder; 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 Register. 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 if the Trustee and the Applicable Issuers shall have been furnished such security or indemnity as may be required by them to save each of them harmless and an undertaking thereafter to surrender such certificate, then, in the absence of notice to the Applicable Issuers or the Trustee that the applicable Note has been acquired by a protected purchaser, such final payment shall be made without presentation or surrender. Neither the Co-Issuers, the Trustee, the Portfolio Manager nor any Paying Agent shall have any responsibility or liability for any aspects of the records maintained by DTC, Euroclear, Clearstream or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Global Note. In the case where any final payment of principal and interest is to be made on any Secured Note (other than on the Stated Maturity thereof) or any final payment is to be made on any Subordinated Note (other than on the Stated Maturity thereof), the Trustee, in the name and at the expense of the Applicable Issuers shall prior to the date on which such payment is to be made, mail (by first class mail, postage prepaid) to the Persons entitled thereto at their addresses appearing on the Register a notice which shall specify the date on which such payment shall be made, the amount of such payment per U.S.$1,000 original principal amount of Secured Notes, original principal amount of Subordinated Notes and the place where such Notes may be presented and surrendered for such payment.

(f)

Payments of principal to Holders of the Secured Notes of each Class shall be made in the proportion that the Aggregate Outstanding Amount of the Secured Notes of such Class registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding Amount of all Secured Notes of such Class on such Record Date. Payments to the Holders of the Subordinated Notes of each Class from Interest Proceeds and Principal Proceeds shall be made in the proportion that the Aggregate Outstanding Amount of the Subordinated Notes of such Class registered in the name of each such Holder on the applicable Record Date bears to the Aggregate Outstanding Amount of all Subordinated Notes of such Class on such Record Date.

(g)

Interest accrued with respect to the Floating Rate Debt shall be calculated on the basis of the actual number of days elapsed in the applicable Notional Accrual Period or Interest Accrual Period divided by 360. Interest accrued with respect to any Fixed Rate Debt shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.


	-97-

(h)

All reductions in the principal amount of Notes (or one or more predecessor Notes) effected by payments of installments of principal made on any Payment Date or Redemption Date shall be binding upon all future Holders of such Notes and of any Notes issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Notes.

(i)

Notwithstanding any other provision of this Indenture, the obligations of the Applicable Issuers under the Notes and this Indenture are limited recourse obligations of the Applicable Issuers payable solely from the Assets in accordance with the Priority of Payments and following realization of the Assets, and application of the proceeds thereof in accordance with this Indenture, all obligations of and any claims against the Co-Issuers hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any Officer, director, manager, member, employee, shareholder, authorized person, organizer or incorporator of the Co-Issuers, the Portfolio 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 (i) shall not (a) prevent recourse to the Assets for the sums due or to become due under any security, instrument or agreement which is part of the Assets or (b) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by this Indenture until such Assets have been realized. It is further understood that the foregoing provisions of this paragraph (i) shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity. The Subordinated Notes are not secured hereunder.

(j)

Subject to the foregoing provisions of this Section 2.7, each Note delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to unpaid interest and principal (or other applicable amount) that were carried by such other Note.

Section 2.8 Persons Deemed Owners. The Issuer, the Co-Issuer, the Trustee, and any agent of the Issuer, the Co-Issuer or the Trustee shall treat as the owner of each Note the Person in whose name such Note is registered on the Register on the applicable Record Date for the purpose of receiving payments of principal of and interest on such Note and on any other date for all other purposes whatsoever (whether or not such Note is overdue), and none of the Issuer, the Co-Issuer, the Trustee or any agent of the Issuer, the Co-Issuer or the Trustee shall be affected by notice to the contrary.

Section 2.9 Surrendered Notes; Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption, or mutilated, defaced or deemed lost or stolen, shall be promptly cancelled by the Trustee and may not be reissued or resold. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.9, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be destroyed or held by the Trustee in accordance with its standard retention policy unless the Applicable Issuers shall direct by an Issuer Order received prior to destruction that they be returned to it. No Note may be surrendered (including in connection with any abandonment, donation, gift, contribution or other event or circumstance) except for payment as provided herein, or for


	-98-

Exhibit 4.2

EXECUTION VERSION

INDENTURE

JEFFERIES CREDIT PARTNERS BDC CLO II LTD.

JEFFERIES CREDIT PARTNERS BDC CLO II LLC

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

TABLE OF CONTENTS

PRELIMINARY STATEMENT

GRANTING CLAUSES

ARTICLE I

DEFINITIONS

ARTICLE II

THE NOTES

Jefferies Credit Partners BDC Inc. 10-Q