y 14, 2014 (the "Loan Agreement"), pursuant to which Lender has agreed to make the Loan to Borrower. The Obligations of Borrower are secured by the Collateral as provided in the Loan Agreement and this Note shall be subject to the terms and conditions of the Loan Agreement. Capitalized terms used herein a

y•. suitable or convenient to accomplish the foregoing or are incidental to the foregoing and permitted by the Indenture. Cash flow derived from the Collateral will be the Issuer's only source of funds to make payments on the Securities. The Issuer has no indebtedness for borrowed money other than indebted

ayments" herein. To the extent these amounts arc insufficient to meet payments due in respect of the Notes and expenses following liquidation of the Collateral, the Co-Issuers will have no obligation to pay such deficiency. In addition, after the end of Non-Call Period or at any time upon the occurrence and

Agreement and (iv) certain payments or distributions received in respect of the Collateral Obligations and Eligible Investments: provided that the Collateral will not include the Excluded Property. The composition of the Collateral Obligations will be determined by the Collateral Manager. subject to the l

osing Date for a term until the earlier of (i) the payment in full of the Notes and the termination of the Indenture and (ii) the liquidation of the Collateral under the Indenture. The Collateral Manager may be removed under the following circumstances. The Collateral Manager may be removed (i) for cause u

ssue additional preferred shares; provided that the requirements of Sections 3.1(b) and 3.2(b) are satisfied, the proceeds must be used to purchase Collateral, pay the expenses related to the issuance of such Additional Securities and, if applicable, enter into Hedge Agreements, and the following condition

y Account to comply with entitlement orders of any person other than the Trustee. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Trustee. (h) Th

and all amounts due to any Hedge Counterparty, and the Controlling Party agrees with such determination; or (ii) the sale and liquidation of the Collateral is directed by (A) the Controlling Party if such Event of Default is of a type described under Section 5.1(a), (b) or (d), without regard to wheth

ions specified in clause (i) or (ii) are satisfied. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral if the conditions set forth in Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to pr

); (iv) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; (v) preserve and defend title to the Collateral and the rights therein of the Trustee, and the Secured Parties against the claims of all Persons and parties; or (vi) pay or cause to be paid any

estment Manager Incentive Fee Amount is determined could create an incentive for the Investment Manager to make more speculative investments in the Collateral than the Issuer would otherwise make in order to increase the likelihood that the holders of the Subordinated Securities receive the specified Inter

oans they involve a higher degree of overall risk than the senior secured loans of the same obligor. Investing in Non-U.S. Assets. A portion of the Collateral is expected to be securities and obligations of issuers that are not domiciled in the United States. Such non-U.S. securities and obligations are su

. Adverse macroeconomic conditions may adversely affect the rating. performance and the realization value of the Collateral. It is possible that the Collateral will experience higher default rates than anticipated and that performance will suffer. In recent years. some leading global financial institutions

of the Issuer). with the consent of a Majority of the Subordinated Securities. may. in lieu of directing the disposition of all or a portion of the Collateral, obtain a loan, credit or similar facility from one or more financial institutions or purchasers (collectively. "Redemption Financing"). The Issuer

s will be made on each Distribution Date in accordance with the Priority of Post-Acceleration Payments. Upon receipt of a direction to liquidate the Collateral, the Trustee shall suspend all payments pursuant to this Indenture until the date or dates designated by the Trustee for distribution (the "Liquida

he conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall

); (iv) enforce any of the Pledged Obligations or other instruments or property included in the Collateral; (v) preserve and defend title to the Collateral and the rights therein of the Trustee and the Secured Parties in the Collateral against the claims of all Persons and parties; or 120 CONFIDENTIA

cessor Entity has tide, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture, to the Collateral securing all of the Notes, and (ii) the Trustee continues to have a valid perfected first priority security interest in the Collateral; and in each

ted in the Collateral Obligations (other than the issuers of Defaulted Obligations) by summing the par amounts of all Collateral Obligations in the Collateral owned by the Issuer, issued by that issuer, provided that in calculating the Issuer Par Amount for each issuer, affiliated issuers will be consider

d between Customer and Bank have been duly authorized by appropriate action of Customer's governing body; (c) Customer is the absolute owner of the Collateral and has full power and authority to grant a security interest in the Collateral to Bank; (d) the Collateral is free and clear from all liens, encumb