BFNS 2017-1 Refinancing - Notice of Proposed Supplemental ... · proposed Refinancing, a copy of which is attached hereto as Exhibit A. The Issuer has informed the Trustee that the

Global Corporate Trust 190 S. LaSalle St., 8th Floor Chicago, Illinois 60603

Notice to Holders of BFNS 2017-1 and, as applicable, BFNS 2017-1 LLC1

Rule 144A

CUSIP ISIN Common Code

Class X Notes ................................. 05492AAA9 US05492AAA97 174264686 Class A Notes ................................. 05492AAC5 US05492AAC53 174264708 Class B Notes ................................. 05492AAG6 US05492AAG67 174264694 Class C Notes ................................. 05492AAE1 US05492AAE10 174264716 Class D Notes ................................. 05492BAA7 US05492BAA70 174264732

Regulation S


Class X Notes ................. G10824AA1 USG10824AA11 174264724 Class A Notes ................. G10824AB9 USG10824AB93 174264759 Class B Notes ................. G10824AD5 USG10824AD59 174264775 Class C Notes ................. G10824AC7 USG10824AC76 174264767 Preferred Shares


Preferred Shares ............................. 05492B 208 US05492B2088 N/A

and notice to the parties listed on Schedule A attached hereto.

PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS

Notice of Proposed First Supplemental Indenture

Reference is made to (i) that certain Indenture, dated as of January 11, 2018 (as amended and supplemented, the “Indenture”), among BFNS 2017-1 (the “Issuer”), BFNS 2017-1 LLC (the “Co-Issuer”) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and (ii) that certain Preferred Shares Paying Agency Agreement, dated as of January 11, 2018 (as amended and supplemented, the “Preferred Shares Paying Agency Agreement”), among the Issuer and U.S. Bank National Association, as preferred shares paying agent (the “Preferred Shares Paying Agent”). Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture.

Pursuant to Section 8.1 and Section 8.2 of the Indenture, the Trustee hereby provides notice of a proposed First Supplemental Indenture (hereinafter referred to as the “Proposed Supplemental Indenture”) to be entered into between the Issuer, the Co-Issuer and the Trustee pursuant to Section 8.1(n)(A)(2) and Section 8.2(a) of the Indenture in connection with a

1 The CUSIP/ISIN/Common Code numbers appearing herein are included solely for the convenience of the Holders and Preferred Shareholders. The Trustee and the Preferred Share Paying Agent are not responsible for the selection or use of CUSIP/ISIN/Common Code numbers, or for the accuracy or correctness of CUSIP/ISIN/Common Code numbers printed on any Notes, any Preferred Shares or as indicated in this notice.

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proposed Refinancing, a copy of which is attached hereto as Exhibit A. The Issuer has informed the Trustee that the Proposed Supplemental Indenture is proposed to be executed on or after August 4, 2020.

Pursuant to Section 12 of the Preferred Shares Paying Agency Agreement, the Preferred Shares Paying Agent hereby provides this notice to the Preferred Shareholders.

Please note that the completion of a Refinancing and related execution of the Proposed Supplemental Indenture is subject to the satisfaction of certain conditions set forth in the Indenture, including, without limitation, the conditions set forth in Articles VIII and IX of the Indenture. The Trustee and Preferred Shares Paying Agent do not express any view on the merits of, and do not make any recommendation (either for or against) with respect to, a Refinancing or the Proposed Supplemental Indenture and give no investment, tax or legal advice. Each Holder and Preferred Shareholder should seek advice from its own counsel and advisors based on the Holder’s or Preferred Shareholder’s particular circumstances. THIS NOTICE DOES NOT QUALIFY AS OR CONSTITUTE A NOTICE OF REDEMPTION BY THE CO-ISSUERS OR THE TRUSTEE PURSUANT TO SECTION 9.8(a) OF THE INDENTURE.

Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder or that the Preferred Shares Paying Agent will recognize a recipient as a Preferred Shareholder. In addressing inquiries that may be directed to it, the Trustee or Preferred Shares Paying Agent may conclude that a specific response to a particular inquiry from an individual Holder or Preferred Shareholder is not consistent with equal and full dissemination of information to all Holders or Preferred Shareholders. Holders and Preferred Shareholders should not rely on the Trustee or Preferred Shares Paying Agent as their sole source of information.

The Trustee and Preferred Shares Paying Agent expressly reserve all rights under the Indenture and Preferred Shares Paying Agency Agreement, including, without limitation, their right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by them in performing their duties, indemnities owing or to become owing to the them, compensation for their time spent and reimbursement for fees and costs of counsel and other agents they employ in performing their duties or to pursue remedies) prior to any distribution to Holders, Preferred Shareholders or other parties, as provided in and subject to the applicable terms of the Indenture and the Preferred Shares Paying Agency Agreement, and the Trustee’s right, prior to exercising any rights or powers vested in it by the Indenture at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to them under applicable law or otherwise.

This notice is being sent to Holders and Preferred Shareholders by U.S. Bank National

Association in its capacity as Trustee and as Preferred Shares Paying Agent. Holders or Preferred Shareholders with questions regarding this notice should direct their inquiries, in writing, to: Brett Briggs, U.S. Bank National Association, Global Corporate Trust – BFNS 2017-1, 190 South LaSalle Street, Chicago, Illinois 60603, telephone (312) 332-7317, or via email at [email protected].

U.S. BANK NATIONAL ASSOCIATION, July 21, 2020 as Trustee and as Preferred Shares Paying Agent

SCHEDULE A BFNS 2017-1 c/o MaplesFS Limited PO Box 1093 Boundary Hall, Cricket Square Grand Cayman KY1-1102 Cayman Islands Attention: The Directors, Facsimile No. (345) 945-7100 Email: [email protected] BFNS 2017-1 LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Manager Email: [email protected] Buckhead One Financial Opportunities, LLC – Management Series 3060 Peachtree Rd., Suite 500 Atlanta, GA 30305 Attention: Johannes Palsson Email: [email protected]

U.S. Bank National Association, as Information Agent [email protected] U.S. Bank National Association, as Preferred Shares Paying Agent Moody’s Investors Service, Inc. [email protected] Euronext Dublin 28 Anglesea Street Dublin 2, Ireland Via website submission via www.isedirect.ie Irish Listing Agent c/o Maples and Calder 75 St. Stephen’s Green Dublin 2, Ireland Facsimile no.: +353 1 619 2001 Email to: [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected] [email protected]

EXHIBIT A

[Proposed Supplemental Indenture]

DRAFT - SUBJECT TO COMPLETION – JULY 21, 2020

736407494.26

BFNS 2017-1, as Issuer

BFNS 2017-1 LLC, as Co-Issuer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of [●], 2020, amending the Indenture dated as of January 11, 2018

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This FIRST SUPPLEMENTAL INDENTURE, dated as of [●], 2020 (this "Supplemental Indenture"), among BFNS 2017-1, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), BFNS 2017-1 LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), and U.S. Bank National Association, as trustee (the "Trustee"), is entered into pursuant to the terms of the Indenture, dated as of January 11, 2018 (the "Closing Date"), between the Co-Issuers and the Trustee (the "Indenture"). Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture before giving effect to this Supplemental Indenture.

PRELIMINARY STATEMENT

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture (i) to make changes necessary to issue replacement securities in connection with a Refinancing of the Class A Notes, [the Class B Notes, the Class C Notes and the Class D Notes] ([collectively,] the "Refinanced Notes") through the issuance by the Co-Issuers of the Class A-R Notes[, the Class B-R Notes and the Class C-R Notes] ([each] as defined in the Indenture after giving effect to this Supplemental Indenture) [and by the Issuer of the Class D-R Notes (as defined in the Indenture after giving effect to this Supplemental Indenture, and together with the Class A-R Notes, the Class B-R Notes and the Class C-R Notes,] the "2020-Replacement Notes") occurring on the date of this Supplemental Indenture (the "2020 Refinancing Date"), (ii) to add a new clause (t) to Section 8.1 of the Indenture to allow the Co-Issuers and the Trustee, with the consent of a Majority of the Class A-R Notes, the consent of each Noteholder of each other Class, if any, affected thereby (but without the consent of Holders of any other Class of Notes) and the consent of the Requisite Preferred Shareholders and subject to obtaining Rating Agency Confirmation from Moody’s (for so long as Moody’s is a Rating Agency), to enter into one or more indentures supplemental to the Indenture to make such changes as will be necessary or advisable in order to obtain an additional rating on the Class A-R Notes from an NRSRO that is not, at that time, a Rating Agency under the Indenture and (iii) solely with respect to the 2020-Replacement Notes, to replace the LIBOR-cessation triggers and fallbacks in the Indenture with different LIBOR-cessation triggers and fallbacks;

WHEREAS, other than the Refinanced Notes, no other Class of Notes that was issued on the Closing Date will be redeemed on the 2020 Refinancing Date;

WHEREAS, pursuant to Section 9.3(a) of the Indenture, the Collateral Manager, acting with the written consent of the Requisite Preferred Shareholders, has provided written direction for an Optional Redemption by Refinancing to occur with respect to the Refinanced Notes, and pursuant to Section 9.3(a) of the Indenture, the Collateral Manager has determined that a Refinancing with respect to the Refinanced Notes will meet the requirements specified in Section 9.3(a) and Section 9.3(b) of the Indenture;

WHEREAS, pursuant to Section 8.1(n)(A)(2) of the Indenture, the Co-Issuers and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures

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without the written consent of the Holders of any Notes or the consent of any Preferred Shareholders, to make such changes as will be necessary to permit the Co-Issuers or the Issuer, as applicable, to issue replacement securities in connection with a Refinancing in accordance with Section 9.3 of the Indenture;

WHEREAS, pursuant to Section 8.2(a) of the Indenture, with the written consent of the Requisite Noteholders delivered to the Trustee and the Co-Issuers, the Co-Issuers and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Holders of the Notes under the Indenture; provided, however that, with respect to certain supplemental indentures described in clauses (i) through (viii) of Section 8.2(a) of the Indenture, the written consent of each Noteholder of each Class affected thereby and of each Preferred Shareholder, if the Preferred Shares are affected thereby, is required;

WHEREAS, pursuant to Section 8.2(a)(viii) of the Indenture, the written consent of each Preferred Shareholder is required with respect to a modification of any of the provisions of the Indenture pursuant to Section 8.2(a) of the Indenture in such a manner as to affect the calculation of the amount of any payment of any amount in respect of any Preferred Share;

WHEREAS, pursuant to Section 8.3(b) of the Indenture, the Co-Issuers shall not enter into any supplemental indenture (i) without the prior written consent of the Collateral Manager and (ii) if the Retention Holder Approval Condition is satisfied, without the written consent of the Retention Holder with respect to certain supplemental indentures;

WHEREAS, pursuant to Sections 8.1 and 8.2(b) of the Indenture, the Trustee has provided a proposed version of this Supplemental Indenture to the Noteholders, the Collateral Manager, the Preferred Shares Paying Agent and the Rating Agency at least ten (10) Business Days prior to the execution hereof;

WHEREAS, the Collateral Manager has consented to this Supplemental Indenture, as evidenced by its written consent included in the signature pages of this Supplemental Indenture;

WHEREAS, the Retention Holder Approval Condition is not satisfied as of the date hereof (and, therefore, the Retention Holder’s consent to this Supplemental Indenture is not required) because the Retention Holder or an Affiliate thereof is the Collateral Manager;

WHEREAS, all of the Preferred Shareholders have consented in writing to this Supplemental Indenture;

WHEREAS, pursuant to the terms of this Supplemental Indenture, with respect to each purchaser of a 2020-Replacement Note, such purchaser's payment for such 2020-Replacement Note will confirm (i) such purchaser's agreement to the amendments to the Indenture set forth in this Supplemental Indenture and to the execution of this Supplemental Indenture by the Co-

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Issuers and the Trustee, and (ii) without limiting the generality of the foregoing clause (i), in the case of purchasers of the Class A-R Notes, the Requisite Noteholders’ consent to the amendments to the Indenture set forth in Section 3(II) hereof;

WHEREAS, the conditions set forth in the Indenture for an Optional Redemption by Refinancing with respect to the Refinanced Notes pursuant to Sections 9.3 and 9.8 of the Indenture and for entry into this Supplemental Indenture pursuant to Sections 8.1, 8.2 and 8.3 of the Indenture have been satisfied;

NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Co-Issuers and the Trustee hereby agree as follows:

SECTION 1. Terms of the 2020-Replacement Notes

(a) The Co-Issuers shall issue the 2020-Replacement Notes, the proceeds of which shall be used to redeem the Refinanced Notes, which 2020-Replacement Notes shall have the designations, original principal amounts and other characteristics as follows:

Designation Class A-R

Notes(1) [Class B-R

Notes(1)] [Class C-R Notes(1) ]

[Class D-R Notes(1)]

Type Senior Secured Fixed/Floating

Rate

Deferrable Mezzanine

Secured Fixed/Floating

Rate



Rate

Deferrable Subordinate


Rate

Issuers Co-Issuers Co-Issuers Co-Issuers Issuer

Initial Principal Amount (U.S.$)

$104,250,000 $3,250,000 $13,250,000 $9,500,000

Expected Moody’s Initial Rating

“[Aa2](sf)” “[A3](sf)” “[Baa3](sf)” “[B1](sf)”

Applicable Interest Rate(2)(3)(4)

fixed rate of [●]% through the Conversion Date and floating rate

of LIBOR + [●]% thereafter







Interest Deferrable

No Yes Yes Yes

Stated Maturity Date

January 25, 2029 January 25, 2029 January 25, 2029 January 25, 2029

Minimum Denominations (U.S.$) (Integral Multiples)

$250,000 ($1)

$250,000 ($1)

$250,000 ($1)

$250,000 ($1)

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Designation Class A-R

Notes(1) [Class B-R

Notes(1)] [Class C-R Notes(1) ]

[Class D-R Notes(1)]

Priority Class(es)

None(1) X, A-R X, A-R, B[-R] X, A-R, B[-R],

C[-R]

Pari Passu Class(es)

X(1) None None None

Junior Class(es)

B[-R], C[-R], D[-R], Preferred

Shares(1)(5)

C[-R], D[-R], Preferred Shares(5)

D[-R], Preferred Shares(5)

Preferred Shares(5)

_______________________

(1) Interest on, and principal of, the Class X Notes and the Class A-R Notes will be pro rata and pari passu, except, however, that the tenth and final payment of the Class X Amortization Amount equal to the remaining outstanding principal amount of the Class X Notes will be paid from Interest Collections on the first Payment Date following the 2020 Refinancing Date (without any corresponding or similar payment of principal with respect to the Class A-R Notes).

(2) The Conversion Date shall be the Payment Date in January 2023.

(3) LIBOR will be calculated as set forth in the definition thereof and will be benchmarked from 3-month LIBOR.

(4) LIBOR may be changed (i) with respect to all Notes that are not 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing), to an Alternative Index as described in clause (i) of the last paragraph of the definition of LIBOR and in Section 8.1 of the Indenture and (ii) with respect to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing), to an Alternative Base Rate as described in clause (ii) of the last paragraph of the definition of LIBOR.

(5) On the Closing Date, concurrently with the issuance of the Refinanced Notes [and the Class X Notes], the Issuer issued 22,950 Preferred Shares with an aggregate issue price of U.S.$22,950,000. The Preferred Shares do not bear a stated rate of interest but are entitled to receive distributions on each Payment Date from Excess Collections, if any, on such Payment Date as determined on the related Calculation Date and payable in accordance with the Priority of Payments.

(b) The issuance date of the 2020-Replacement Notes shall be the 2020 Refinancing Date, and the Redemption Date in respect of the Refinanced Notes shall also be the 2020 Refinancing Date.

(c) Payments on the 2020-Replacement Notes will be made subject to the Priority of Payments on each Payment Date to the extent of funds available therefor, commencing on the Payment Date in [October 2020].

(d) For the avoidance of doubt, no Note Valuation Report or Quarterly Report will be produced on the 2020 Refinancing Date.

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SECTION 2. Application of Funds; Issuance and Authentication of the 2020-Replacement Notes; Cancellation of Refinanced Notes

(a) The Co-Issuers hereby direct the Trustee to apply the proceeds from the issuance and sale of the 2020-Replacement Notes received on the 2020 Refinancing Date to pay the respective Redemption Prices of the Refinanced Notes and the fees, costs, charges and expenses (as separately identified by the Issuer (or the Collateral Manager on its behalf)) incurred in connection with the Refinancing of the Refinanced Notes in accordance with Sections 9.3(a), 9.3(b) and the Priority of Payments.

(b) 2020-Replacement Notes [(other than Class D-R Notes)] sold to persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially as Regulation S Global Notes, 2020-Replacement Notes [(other than Class D-R Notes)] sold to any U.S. person that is both a Qualified Institutional Buyer and a Qualified Purchaser shall be issued initially as Rule 144A Global Notes [and Class D-R Notes shall be issued as Certificated Notes], and, in each case, shall be executed by the Applicable Issuers and delivered to the Trustee for authentication, and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following:

(i) Officers’ Certificate. An Officer’s Certificate of each of the Co-Issuers evidencing the authorization of the execution, authentication and delivery of this Supplemental Indenture, the 2020-Replacement Notes to be issued by it and the Refinancing Placement Agency Agreement (as defined in this Supplemental Indenture), and specifying the Stated Maturity Date, original Aggregate Principal Amount and the Applicable Interest Rate of each Class of 2020-Replacement Notes to be authenticated and delivered by it;

(ii) No Governmental Approvals Required. Either (i) a certificate of each of the Co-Issuers or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel on behalf of each of the Co-Issuers that the authorization, approval or consent of no other governmental body is required for the valid issuance of the 2020-Replacement Notes to be issued by it, or (ii) an Opinion of Counsel on behalf of each of the Co-Issuers to the effect that no consent or approval of, or other action by, any administrative or governmental body which has not been obtained or taken is required for the valid issuance of the 2020-Replacement Notes to be issued by it;

(iii) U.S. Counsel Opinions. Opinions of Mayer Brown LLP, special U.S. counsel to the Co-Issuers, dated the 2020-Refinancing Date, satisfactory in form and substance to the Trustee;

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(iv) Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman Islands counsel to the Issuer, dated the 2020-Refinancing Date, satisfactory in form and substance to the Trustee;

(v) Trustee Counsel Opinion. An Opinion of Counsel to the Trustee, dated the 2020-Refinancing Date;

(vi) Tax Counsel Opinion. An opinion of tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that such Partial Refinancing will not have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the holders of any Class of Notes that remains outstanding after the Refinancing of the Refinanced Notes.

(vii) Officers’ Certificates of Co-Issuers Regarding Indenture. One or more Officer’s Certificates stating that, to such officer’s knowledge, neither of the Co-Issuers is in Default under the Indenture and that the issuance by the Applicable Issuers of the 2020-Replacement Notes will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Applicable Issuer’s organizational documents and any indenture or other agreement or instrument to which the Applicable Issuer, is a party or by which the Applicable Issuer, is bound, or any order of any court or administrative agency entered in any proceeding to which the Applicable Issuer, is a party or by which the Applicable Issuer, is bound or to which the Applicable Issuer is subject; and that all conditions precedent provided in Section 2(b) of the Supplemental Indenture and all conditions precedent otherwise provided in the Supplemental Indenture relating to the authentication and delivery of the 2020-Replacement Notes have been complied with;

(viii) Authentication Request. A request from the Applicable Issuers directing the Trustee to authenticate the 2020-Replacement Notes, in the amounts set forth therein, registered in the names set forth therein or as otherwise provided to the Trustee by the Applicable Issuers or at their direction, as the case may be, and to make delivery thereof to the Issuer or as it may otherwise direct therein or to the Co-Issuers or as they may otherwise direct, as the case may be;

(ix) 2020 EU Risk Retention Letter. An executed counterpart of the 2020 EU Risk Retention Letter (as defined in the Indenture after giving effect to this Supplemental Indenture); and

(x) Rating Letter. A certificate from the Issuer confirming receipt of a letter delivered by the Rating Agency confirming that the 2020-Replacement Notes have been assigned the applicable ratings set forth as “Expected Moody’s Initial Rating” in Section 1(a) above, and that such ratings are in effect on the 2020 Refinancing Date.

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(c) On the 2020 Refinancing Date, the Trustee, as custodian of the Global Notes, shall cause all Global Notes representing the Refinanced Notes to be surrendered and shall cause the Refinanced Notes to be cancelled in accordance with Sections 2.9 of the Indenture, and shall instruct DTC to reduce the principal amount of each Refinanced Note to zero.

SECTION 3. Amendments to the Indenture

(I) The following amendments are effected pursuant to Section 8.1(n) of the Indenture:

(a) Section 1.1 of the Indenture is hereby amended by inserting the following definitions in the appropriate alphabetical order:

"2020 EU Risk Retention Letter": The retention letter, dated as of the 2020 Refinancing Date, from the Retention Holder and Buckhead One Management Series addressed to the Issuer, the Trustee (for the benefit of the Holders) and the Collateral Administrator.

"2020 Refinancing Date": August [●], 2020.

"2020-Replacement Notes": The Class A-R Notes[, the Class B-R Notes, the Class C-R Notes, and the Class D-R Notes] issued on the 2020 Refinancing Date, collectively.

"EU Risk Retention Letters": The EU Risk Retention Letter and the 2020 EU Risk Retention Letter.

"Refinancing Placement Agent": Piper, Sandler & Co.

"Refinancing Placement Agency Agreement": The placement agency agreement, dated as of the 2020 Refinancing Date, among the Co-Issuers and the Refinancing Placement Agent with respect to the 2020-Replacement Notes.

(b) Section 1.1 of the Indenture is hereby amended by deleting the definition of "Non-Call Period" and substituting the following therefor:

“Non-Call Period”: With respect to the 2020-Replacement Notes, the period from the 2020 Refinancing Date to but excluding February [●], 20221, and with respect to all other Classes of Notes, the period from the Closing Date to but excluding the Payment Date in January 2020.

1 NTD: To be the date 18 months after the 2020 Refinancing Date (and assuming the 2020

Refinancing Date occurs in August 2020).

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(c) Section 2.3 of the Indenture is hereby amended by (i) inserting the words “issued on the Closing Date” immediately after words “Principal Terms of the Notes” therein and (ii) inserting the following new chart and related notes immediately after the chart and related notes therein:

“Principal Terms of the 2020-Replacement Notes

The following replacement securities will be issued pursuant to this Indenture on the 2020 Refinancing Date in connection with an Optional Redemption by Refinancing of the Class A Notes[, the Class B Notes, the Class C Notes and the Class D Notes] on such date:

Designation Class A-R Notes(1)(2)

[Class B-R Notes(1)(2)]

[Class C-R Notes(1)(2)]

[Class D-R Notes(1)(2)]

Type Senior Secured Fixed/Floating

Rate



Rate



Rate

Deferrable Subordinate


Rate

Issuers Co-Issuers Co-Issuers Co-Issuers Issuer

Initial Principal Amount (U.S.$)

$104,250,000 $3,250,000 $13,250,000 $9,500,000

Expected Moody’s Initial Rating

“[Aa2](sf)” “[A3](sf)” “[Baa3](sf)” “[B1](sf)”

Applicable Interest Rate(3)(4)(5)









Interest Deferrable

No Yes Yes Yes

Stated Maturity Date

January 25, 2029 January 25, 2029 January 25, 2029 January 25, 2029

Minimum Denominations (U.S.$) (Integral Multiples)

$250,000 ($1)

$250,000 ($1)

$250,000 ($1)

$250,000 ($1)

Priority Class(es)

None(1) X, A-R X, A-R, B[-R] X, A-R, B[-R],

C[-R]

Pari Passu Class(es)

X (1) None None None

Junior B[-R], C[-R],

D[-R], Preferred C[-R], D[-R],

Preferred D[-R], Preferred Preferred

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Designation Class A-R Notes(1)(2)

[Class B-R Notes(1)(2)]

[Class C-R Notes(1)(2)]

[Class D-R Notes(1)(2)]

Class(es) Shares(1)(6) Shares(6) Shares(6) Shares(6)

_______________________

(1) Interest on, and principal of, the Class X Notes and the Class A-R Notes will be pro rata and pari passu, except, however, that the tenth and final payment of the Class X Amortization Amount equal to the remaining outstanding principal amount of the Class X Notes will be paid from Interest Collections on the first Payment Date following the 2020 Refinancing Date (without any corresponding or similar payment of principal with respect to the Class A-R Notes).

(2) From and after the 2020 Refinancing Date, all references in the Indenture and any appendixes, annexes, schedules or exhibits thereto to "Class A Notes" shall mean the Class A-R Notes issued on the 2020 Refinancing Date. [From and after the 2020 Refinancing Date, all references in the Indenture and any appendixes, annexes, schedules or exhibits thereto to "Class B Notes" shall mean the Class B-R Notes issued on the 2020 Refinancing Date. From and after the 2020 Refinancing Date, all references in the Indenture and any appendixes, annexes, schedules or exhibits thereto to "Class C Notes" shall mean the Class C-R Notes issued on the 2020 Refinancing Date. From and after the 2020 Refinancing Date, all references in the Indenture and any appendixes, annexes, schedules or exhibits thereto to "Class D Notes" shall mean the Class D-R Notes issued on the 2020 Refinancing Date.]

(3) The Conversion Date shall be the Payment Date in January 2023.

(4) LIBOR will be calculated as set forth in the definition thereof and will be benchmarked from 3-month LIBOR.

(5) LIBOR may be changed (i) with respect to all Notes that are not 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing), to an Alternative Index as described in clause (i) of the last paragraph of the definition of LIBOR and in Section 8.1 of the Indenture and (ii) with respect to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing), to an Alternative Base Rate as described in clause (ii) of the last paragraph of the definition of LIBOR.

(6) On the Closing Date, concurrently with the issuance by the Applicable Issuers of the Refinanced Notes [and the Class X Notes], the Issuer issued 22,950 Preferred Shares with an aggregate issue price of U.S.$22,950,000. The Preferred Shares do not bear a stated rate of interest but are entitled to receive distributions on each Payment Date from Excess Collections, if any, on such Payment Date as determined on the related Calculation Date and payable in accordance with the Priority of Payments.

(d) Section 2.7(b) of the Indenture is hereby amended by deleting the word “Reserved” therein and replacing it with the following paragraph: “The 2020-Replacement Notes will bear stated interest at the Applicable Interest Rate from (and including) the 2020 Refinancing Date; provided that, because the 2020-Replacement Notes have been sold at a price that includes accrued and unpaid interest on the Class A Notes[, the Class B Notes, the Class C Notes and the Class D Notes] ([each] as defined herein prior to giving effect to the amendment of this Indenture on the 2020 Refinancing Date), as applicable, upon payment by the Issuer of the Redemption Prices with respect to the Class A Notes[, the Class B Notes, the Class C Notes and the Class D Notes] ([each] as defined herein prior to giving effect to the amendment of this Indenture on the 2020 Refinancing Date) on the 2020 Refinancing Date, the amount of accrued interest included

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in such Redemption Prices shall, for all purposes hereunder, be deemed to constitute accrued interest on the 2020-Replacement Notes. Accordingly, for the Interest Accrual Period ending on but excluding the first Payment Date after the 2020 Refinancing Date, the interest accrued on the 2020-Replacement Notes will be equal to the sum of (x) the amount of accrued interest included in the Redemption Prices in respect of the Class A Notes[, the Class B Notes, the Class C Notes and the Class D Notes] ([each] as defined herein prior to giving effect to the amendment of this Indenture on the 2020 Refinancing Date) redeemed on the 2020 Refinancing Date plus (y) the amount of interest that accrues for the portion of such Interest Accrual Period from and including the 2020 Refinancing Date to but excluding the first Payment Date after the 2020 Refinancing Date at the Applicable Interest Rate after giving effect to the amendment to this Indenture on the 2020 Refinancing Date. LIBOR for the Interest Accrual Period ending on but excluding the first Payment Date after the 2020 Refinancing Date shall be LIBOR as determined on the LIBOR Determination Date related to such Interest Accrual Period.”

(e) The definition of "Transaction Documents" in Section 7.16(c) of the Indenture is hereby amended to insert the text ", the Refinancing Placement Agency Agreement" immediately following the text "Administration Agreement."

(f) On and after the 2020 Refinancing Date, references to the "Placement Agents" or to the “Lead Placement Agent or the Co-Placement Agent” in the Indenture (other than in Section 10.2(c)) shall be deemed to be or include, as the context suggests, references to the Refinancing Placement Agent.

(g) On and after the 2020 Refinancing Date, references to the "EU Risk Retention Letter" in the Indenture (other than in the definition thereof and in Section 3.1(h)) shall be deemed to be references to the "EU Risk Retention Letters".

(h) Each of the Exhibits to the Indenture shall be amended as reasonably acceptable to the Co-Issuers, the Trustee and the Collateral Manager in order to conform such Exhibits to the Indenture as amended by this Supplemental Indenture or to reflect the terms and characteristics of the 2020-Replacement Notes.

(II) The following amendments are effected pursuant to Section 8.2 of the Indenture:

(a) Section 1.1 of the Indenture is hereby amended by inserting the following definitions in the appropriate alphabetical order:

"Alternative Base Rate": A replacement rate for LIBOR determined by the Collateral Manager that applies to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) that is: (1) if such Alternative Base Rate is not the Benchmark Replacement Rate (as determined by the Collateral Manager with notice to the Issuer, the Trustee (who shall forward such notice to the Holders of the 2020-

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Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) and the Preferred Shares Paying Agent at the direction of the Collateral Manager) and the Calculation Agent), then the Alternative Base Rate shall be the greater of (x) zero and (y) the rate proposed by the Collateral Manager and consented to by a Majority of the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) and the Requisite Preferred Shareholders and (2) if such Alternative Base Rate is the Benchmark Replacement Rate (as determined by the Collateral Manager with notice to the Issuer, the Trustee (who shall forward such notice to the Holders of the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) and the Preferred Shares Paying Agent at the direction of the Collateral Manager) and the Calculation Agent), then the Alternative Base Rate shall be the greater of (x) zero and (y) the rate proposed by the Collateral Manager. If at any time while any 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) are Outstanding, a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and the Collateral Manager is unable to determine an Alternative Base Rate in accordance with the foregoing, the Collateral Manager shall direct (by notice to the Issuer, the Trustee (who shall forward such notice to the Holders of the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) and the Preferred Shares Paying Agent at the direction of the Collateral Manager) and the Calculation Agent) that the Alternative Base Rate with respect to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) shall equal the Fallback Rate.

“Asset Replacement Percentage” means on any date of calculation, a fraction (expressed as a percentage) where the numerator is the outstanding principal balance of the floating rate Portfolio Assets being indexed to a reference rate other than Libor and the denominator is the outstanding principal balance of all floating rate Portfolio Assets as of such date.

"Base Rate Modifier": A modifier, other than the Benchmark Replacement Rate Adjustment, applied to a reference rate to the extent necessary to cause such rate to be comparable to three-month Libor, which may include an addition to or subtraction from such unadjusted rate.

"Benchmark Replacement Date": The earlier to occur of the following events with respect to LIBOR, as determined by the Collateral 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 Libor permanently or indefinitely

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ceases to provide Libor; (ii) in the case of clause (c) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein or (iii) in the case of clause (d) of the definition of "Benchmark Transition Event," the date determined by the Collateral Manager in its reasonable discretion following the occurrence of such Benchmark Transition Event.

"Benchmark Replacement Rate": The first applicable alternative set forth in the order below, as determined by the Collateral Manager in its sole discretion as of the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the Benchmark Replacement Rate Adjustment;

(2) the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Rate Adjustment;

(3) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for then-current Libor for the applicable Designated Maturity and (b) the Benchmark Replacement Rate Adjustment; and

(4) the sum of: (a) the alternate rate of interest identified by the Collateral Manager as used, or expected to be used, in a majority of the floating rate Portfolio Assets included in the Trust Estate and (b) the Benchmark Replacement Rate Adjustment;

provided, that (A) if the initial Benchmark Replacement Rate is any rate other than the rate set out in clause (1) above and the Collateral Manager later determines that Term SOFR can be determined, then Term SOFR may, in the determination of the Collateral Manager (with notice to the Issuer, the Trustee and the Calculation Agent), be deemed to become the new Unadjusted Benchmark Replacement Rate (and, in connection with such new Unadjusted Benchmark Replacement Rate, a subsequent Benchmark Transition Event and Benchmark Replacement Date shall be deemed to have occurred), and, if applicable, "LIBOR" with respect to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) shall be calculated by reference to the sum of (x) Term SOFR and (y) the applicable Benchmark Replacement Rate Adjustment for Term SOFR, and (B) notwithstanding the foregoing, the Collateral Manager shall not select any rate set forth in clause (1), (2) or (3) above if a majority of the floating rate Portfolio Assets included in the Trust Estate are not currently utilizing the same rate unless the Requisite Preferred Shareholders have consented to such selection. All such determinations made by the Collateral Manager as described above shall be

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conclusive and binding, and, absent manifest error, may be made in the Collateral Manager's sole determination, and shall become effective without consent from any other party (except as expressly provided in the immediately preceding sentence).

"Benchmark Replacement Rate Adjustment": With respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement Rate, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Collateral Manager giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Libor with the applicable Unadjusted Benchmark Replacement Rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of Libor with the applicable Unadjusted Benchmark Replacement Rate for United States dollar-denominated collateralized bond obligation securitization transactions or United States dollar-denominated collateralized loan obligation securitization transactions at such time.

"Benchmark Transition Event": The occurrence of one or more of the following events with respect to Libor, as determined by the Collateral Manager with, in the case of clause (c), the agreement of the most senior Class of 2020-Replacement Notes then Outstanding (other than the Class X Notes) that such event has occurred: (a) public statement or publication of information by or on behalf of the administrator of Libor announcing that such administrator has ceased or will cease to provide Libor, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide Libor; (b) a public statement or publication of information by the regulatory supervisor for the administrator of Libor, the Relevant Governmental Body, an insolvency official with jurisdiction over the administrator for Libor, a resolution authority with jurisdiction over the administrator for Libor or a court or an entity with similar insolvency or resolution authority over the administrator for Libor, which states that the administrator of Libor has ceased or will cease to provide Libor permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide Libor; (c) a public statement or publication of information by the regulatory supervisor for the administrator of Libor announcing that Libor is no longer representative or (d) the Asset Replacement Percentage, as determined by the Collateral Manager, is greater than 50%.

"Compounded SOFR": A rate equal to the compounded average of SOFRs for the applicable Designated Maturity, with such rate, or methodology for such rate,

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and conventions for such rate (which, for example, may be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Accrual Period or compounded in advance) being established by the Collateral Manager in accordance with the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that if, and to the extent that, the Collateral Manager determines that Compounded SOFR cannot be determined in accordance with the foregoing, then the rate, or methodology for this rate, and conventions for this rate shall be selected by the Collateral Manager giving due consideration to any industry-accepted market practice for similar United States dollar-denominated collateralized bond obligation securitization transactions or United States dollar-denominated collateralized loan obligation securitization transactions at such time.

"Fallback Rate": The greater of (1) zero and (2) the reference rate (which may include a Base Rate Modifier and, if applicable, the methodology for calculating such reference rate) determined by the Collateral Manager (in its commercially reasonable discretion) based on (x) a quarterly rate acknowledged as a standard replacement in the leveraged loan market for Libor by the Loan Syndications and Trading Association® or (y) the rate that is consistent with the reference rate being used in at least 50% (by principal amount) of (i) the floating rate Portfolio Assets included in the Collateral or (ii) the United States dollar-denominated floating quarterly rate securities issued in the new-issue collateralized loan obligation market in the prior month that bear interest based on a reference rate other than Libor; provided, that if at any time when the Fallback Rate is effective the Collateral Manager notifies the Issuer, the Trustee and the Calculation Agent that any Benchmark Replacement Rate can be determined by the Collateral Manager, then such Benchmark Replacement Rate shall be the Fallback Rate commencing with the Interest Accrual Period immediately succeeding the Interest Accrual Period during which the Collateral Manager provides such notification.

"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.

"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.

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"Term SOFR": The forward-looking term rate for the applicable Designated Maturity based on SOFR that has been selected or recommended by the Relevant Governmental Body.

"Unadjusted Benchmark Replacement Rate": The Benchmark Replacement Rate excluding the Benchmark Replacement Rate Adjustment."

(b) Section 1.1 of the Indenture is hereby amended by deleting the definition of "Alternative Index" and substituting the following therefor:

"Alternative Index”: Solely with respect to Notes that are not 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing), (1) the Designated Index or (2) an alternative rate that (x) is in the commercially reasonable judgment of the Collateral Manager, commonly used on the applicable date of determination with respect to the floating-rate Portfolio Assets and (y) is consented to by a Majority of the Controlling Class and the Requisite Preferred Shareholders, each such consent not to be unreasonably withheld, in each case, as a successor or replacement benchmark to libor for purposes of the interest rate calculation for the Classes of Notes that are not 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) with a floating-rate of interest which in either case may include a Rate Modifier recognized or acknowledged by LSTA or ARC, and all references herein to “LIBOR” will mean, with respect to the Notes that are not 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) for any Interest Accrual Period, such Alternative Index (as adjusted by the Rate Modifier, if applicable)."

(c) Section 1.1 of the Indenture is hereby amended by deleting the last paragraph in the definition of "LIBOR" and substituting the following therefor:

Notwithstanding anything to the contrary in this definition, (i) if at any time while any Notes that are not the 2020-Replacement Notes (or any obligations that may replace the 2020-Relacement Notes in connection with a Refinancing) are outstanding, “libor” ceases to exist or be reported on the Reuters Screen, the Collateral Manager (on behalf of the Issuer) may select (with notice to the Calculation Agent, the Collateral Administrator and the Trustee (who shall forward such notice to each holder in the Controlling Class) an Alternative Index for such Notes (but not, for the avoidance of doubt, for the 2020-Refinancing Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing)), and (ii) solely with respect to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR, then

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the Collateral Manager shall provide notice of such event to the Issuer, the Calculation Agent, the Collateral Administrator and the Trustee (who shall forward such notice to each holder in the most senior Class of 2020-Replacement Notes then Outstanding (other than the Class X Notes) and the Preferred Shares Paying Agent) and LIBOR with respect to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) shall be replaced by an Alternative Base Rate, and references herein to “LIBOR” or “libor” with respect to the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) shall refer to such Alternative Base Rate and such successor rate to LIBOR to become effective from and after a Payment Date as determined by the Collateral Manager with notice to the Holders of the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) and the Preferred Shares Paying Agent at least 10 days prior to the related Payment Date. For the avoidance of doubt, the provisions of Section 8.1 and Section 8.2 shall not apply to the adoption of an Alternative Base Rate for the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) determined in accordance with the preceding clause (ii).

(d) Section 7.12 of the Indenture is amended to add immediately following Section 7.12(b) the following new clause (c):

"(c) None of the Trustee, the Paying Agent or the Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR (or other applicable benchmark index), or whether or when there has occurred, or to give notice to any other Transaction Party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Alternative Base Rate, Benchmark Replacement Rate, Fallback Rate or other successor or replacement benchmark index, or determine whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Rate Adjustment, Base Rate Modifier or other modifier to any replacement or successor index, or (iv) to determine whether or what technical, administrative or

operational changes are necessary or advisable, if any, in connection with any of the foregoing. None of the Trustee, the Paying Agent, or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or other Transaction Document as a result of the unavailability of LIBOR (or other applicable benchmark index) and absence of a designated replacement benchmark index, including as a result of any inability, delay, error or inaccuracy on the part of any other Transaction Party, including without limitation the Collateral Manager, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture or

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other Transaction Document and reasonably required for the performance of such duties. The Calculation Agent shall, in respect of any Interest Determination Date, have no liability for the application of LIBOR as determined on the previous Interest Determination Date if so required under the definition of LIBOR. If the Calculation Agent at any time or times determines in its reasonable judgment that guidance is needed to perform its duties, or if it is required to decide between alternative courses of action, the Calculation Agent may (but is not obligated to) reasonably request guidance in the form of written instructions (or, in its sole discretion, oral instruction followed by written confirmation) from the Collateral Manager, including without limitation in respect of facilitating or specifying administrative procedures with respect to the calculation of any Alternative Base Rate, on which the Calculation Agent shall be entitled to rely without liability. The Calculation Agent shall be entitled to refrain from action pending receipt of such instruction."

(e) The first sentence of Section 8.1 of the Indenture is amended to delete the word "Without" at the beginning thereof and substitute "Except as set forth in clause (t) below, without" therefor.

(f) Section 8.1(r) of the Indenture is amended to delete the text "or" at the end thereof.

(g) Section 8.1(s) of the Indenture is deleted and replaced with the following:

“(s) to make any modification or amendment determined by the Collateral Manager as necessary or advisable to facilitate the use of (i) the Alternative Index as the reference rate for each Class of Notes with a floating rate of interest as described herein that are not the 2020-Replacement Notes (or any obligations that may replace the 2020-Relacement Notes in connection with a Refinancing) and (ii) the Alternative Base Rate as the reference rate for the 2020-Replacement Notes (or any obligations that may replace the 2020-Replacement Notes in connection with a Refinancing) (each, an “Index Amendment”); or”

(h) Section 8.1 of the Indenture is amended to add immediately following Section 8.1(s) the following new clause (t):

"(t) with the consent of a Majority of the Class A-R Notes, the consent of each Noteholder of each other Class, if any, affected thereby (but without the consent of Holders of any other Class of Notes) and the consent of the Requisite Preferred Shareholders and subject to obtaining Rating Agency Confirmation from Moody’s (for so long as Moody’s is a Rating Agency), to make such changes as will be necessary or advisable in order to obtain an additional rating on the Class A-R Notes from an NRSRO that is not currently a Rating Agency hereunder, at the request of any Holder of Class A-R Notes (such Holder, a “Requesting Holder”) to the Issuer; provided that (i) the fees and other costs of such NRSRO

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and the Rating Agency Confirmation in connection with the initial issuance of such additional rating will be borne by the Requesting Holder, (ii) the ongoing surveillance fees of such NRSRO will be borne by the Issuer as Administrative Expenses so long as such ongoing surveillance fees do not exceed $15,000 per annum, and any excess shall instead be borne by the Requesting Holder, (iii) the amounts of the fees and other costs set forth in clauses (i) and (ii) above will be identified to the Trustee by the Collateral Manager, (iv) the Collateral Manager and the Issuer shall provide such information as the applicable NRSRO shall reasonably request in order to issue the additional rating, (v) in no circumstance will the Issuer become responsible or liable for any fees or other costs required to be paid by the Requesting Holder, and (vi) if the Requesting Holder fails to timely pay any fees or other costs that the Requesting Holder is required to pay in connection with the application for or maintenance of the additional rating, the Issuer will not be required to maintain the additional rating."

SECTION 4. Consent of the Holders of the 2020-Replacement Notes

With respect to each Holder or beneficial owner of a 2020-Replacement Note, such Holder's or beneficial owner's acquisition thereof on the 2020 Refinancing Date shall confirm such Holder's or beneficial owner's agreement to the amendments to the Indenture set forth in this Supplemental Indenture and to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee. Without limiting the generality of the foregoing, with respect to the Holders or beneficial owners of the Class A-R Notes, such Holders’ or beneficial owners’ acquisition thereof on the 2020 Refinancing Date shall confirm the Requisite Noteholders’ consent to the amendments to the Indenture set forth in Section 3(II) hereof.

SECTION 5. Indenture to Remain in Effect

Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. The Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this Supplemental Indenture. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto.

SECTION 6. Miscellaneous

(a) This Supplemental Indenture and the 2020-Replacement Notes shall be construed in accordance with, and this Supplemental Indenture and the 2020-Replacement Notes and any matters arising out of or relating in any way whatsoever to this Supplemental Indenture or the 2020-Replacement Notes (whether in contract, tort or otherwise) shall be governed by, the law of the State of New York. THE TRUSTEE, THE HOLDERS OF THE 2020-REPLACEMENT NOTES AND THE HOLDERS OF THE PREFERRED SHARES THAT HAVE CONSENTED TO THE REFINANCING, THE ISSUER AND THE CO-ISSUER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING

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OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUPPLEMENTAL INDENTURE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO. EACH OF THE ISSUER, THE CO-ISSUER, THE TRUSTEE, AND THE HOLDERS OF THE 2020-REPLACEMENT NOTES AND THE HOLDERS OF THE PREFERRED SHARES THAT HAVE CONSENTED TO THE REFINANCING ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS SUPPLEMENTAL INDENTURE OR ACCEPTING ANY OF THE BENEFITS OF THE SECURITIES.

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

(c) Notwithstanding any other provision of the Indenture as amended by this Supplemental Indenture, the obligations of the Issuer under the 2020-Replacement Notes and the Indenture as amended by this Supplemental Indenture are from time to time and at any time limited recourse obligations of the Issuer and the obligations of the Co-Issuer under the 2020-Replacement Notes and the Indenture as amended by this Supplemental Indenture are from time to time and at any time limited recourse obligations of the Co-Issuer, payable solely from the Collateral available at that time in accordance with the Priority of Payments and following realization of the Collateral, and application of the proceeds thereof in accordance with the Indenture as amended by this Supplemental Indenture, all obligations of and any claims against the Co-Issuers thereunder or in connection therewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder or incorporator of the Co-Issuers, the Collateral Manager or their respective Affiliates, successors or assigns for any amounts payable under the 2020-Replacement Notes or the Indenture as amended by this Supplemental Indenture. It is understood that the foregoing provisions of this paragraph (c) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the 2020-Replacement Notes or secured by the Indenture as amended by this Supplemental Indenture until such Collateral has been realized. It is further understood that the foregoing provisions of this paragraph (c) 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 2020-Replacement Notes or the Indenture as amended by this Supplemental 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.

(d) Notwithstanding any other provision of the Indenture as amended by this Supplemental Indenture, none of the Trustee, the Secured Parties or the Holders and beneficial

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owners of any Notes may (and the Holders and beneficial owners of each Class of Notes agree, for the benefit of all Holders of each Class of Notes, that they shall not), prior to the date which is one year (or, if longer, the applicable preference period then in effect) plus one day after the payment in full of all Notes and the redemption in full of the Preferred Shares, institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any Blocker Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium or liquidation proceedings, or other similar proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws. Such Person further acknowledges and agrees that if causes a Bankruptcy Filing against the Issuer, the Co-Issuer or any Blocker Subsidiary in violation of its non-petition covenant (each, a “Filing Holder”), any claim that such Filing Holder has against the Co-Issuers (including under all Notes of any Class held by it) or with respect to any Collateral (including any proceeds thereof) will, notwithstanding anything to the contrary in the Priority of Payments and notwithstanding any objection to, or rescission of, such filing, be fully subordinate in right of payment to the claims of each Holder of any Note (and each other secured creditor of the Issuer) that is not a Filing Holder, with such subordination being effective until each Note held by holders that are not Filing Holders (and each claim of each other secured creditor of the Issuer) is paid in full in accordance with the Priority of Payments (after giving effect to such subordination). Such Person agrees that this agreement will constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code, and that the Issuer will direct the Trustee to segregate payments and take other reasonable steps to make the subordination agreement effective, and that in order to give effect to the foregoing, the Issuer will, to the extent necessary, obtain and assign a separate CUSIP or CUSIPs to the notes of each Class of Notes held by each Filing Holder.

(e) The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of each of the Co-Issuers, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.

(f) Upon its execution, this Supplemental Indenture shall become effective on the 2020 Refinancing Date immediately following the consummation of the Refinancing contemplated by this Supplemental Indenture on such date without any further action by any Person.

(g) The Co-Issuers represent and warrant to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by each of the Co-Issuers and constitutes their respective legal, valid and binding obligation, enforceable against each of the Co-Issuers in accordance with its terms. By their signatures hereto, the Co-Issuers hereby direct (i) the Trustee to execute this Supplemental Indenture and (ii) the Trustee and the Collateral Administrator to execute the 2020 EU Risk Retention Letter.

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

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BFNS 2017-1 Supplemental Indenture

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture as of the date first written above.

BFNS 2017-1, as Issuer

By: ____________________________________ Name: Title:

BFNS 2017-1 LLC, as Co-Issuer

By: ____________________________________ Name: Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: ____________________________________ Name: Title:

BFNS 2017-1 Supplemental Indenture

736407494.26

AGREED AND CONSENTED TO:

BUCKHEAD ONE MANAGEMENT SERIES, as Collateral Manager

By: Name: Title: