NOTICE OF REVISED PROPOSED FIRST SUPPLEMENTAL INDENTURE PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS

Transcription

1 Global Corporate Trust Services 8 Greenway Plaza, Suite 1100 Houston, Texas 77046xx Notice to Holders of the Notes issued by WhiteHorse X, Ltd. and, as applicable, WhiteHorse X, LLC Class CUSIP/ISIN 1 Class A-1 Notes 96525WAA1 / US96525WAA18 / G9618HAA8 / USG9618HAA89 Class A-2 Notes 96525WAF0 / US96525WAF05 / G9618HAF7 / USG9618HAF76 Class B-1 Notes 96525WAB9 / US96525WAB90 / G9618HAB6 / USG9618HAB62 Class B-2 Notes 96525WAC7 / US96525WAC73 / G9618HAC4 / USG9618HAC46 Class C Notes 96525WAD5 / US96525WAD56 / G9618HAD2 / USG9618HAD29 Class D Notes 96525WAE3 / US96525WAE30 / G9618HAE0 / USG9618HAE02 Class E Notes 96525XAA9 / US96525XAA90 / G96184AA7 / USG96184AA71 Class F Notes 96525XAB7 / US96525XAB73 / G96184AB5 / USG96184AB54 Subordinated Notes 96525XAC5 / US96525XAC56 / G96184AC3 / USG96184AC38 and notice to the parties listed on Schedule A attached hereto. NOTICE OF REVISED PROPOSED FIRST SUPPLEMENTAL INDENTURE PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Reference is made to (i) that certain Indenture, dated as of April 16, 2015 (as amended, modified or supplemented from time to time, the Indenture ), among WhiteHorse X, Ltd., as issuer (the Issuer ), WhiteHorse X, LLC, as co-issuer (the Co-Issuer ), and U.S. Bank National Association, as trustee (in such capacity, the Trustee ) and (ii) that certain Notice of Proposed First Supplemental Indenture, dated as of May 3, 2018 (the First Notice ). Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture. As more fully described in the First Notice, the Issuer has proposed the Proposed Supplemental Indenture (as defined in the First Notice) relating to certain amendments to the Indenture pursuant to Article VIII of the Indenture. At the direction of the Issuer and pursuant to Section 8.3(b) of the Indenture, the Trustee hereby provides notice on behalf of the Co-Issuers of certain modifications to the Proposed Supplemental Indenture. A copy of a change page comparison of the Proposed Supplemental Indenture showing what has been added and deleted since the date of the First Notice is attached hereto as Exhibit A (illustrated as added text and deleted text) and a full, clean copy is attached hereto as Exhibit B. With respect to the proposed Refinancing Amendments (as defined in the Proposed Supplemental Indenture), the proposed effective date under the Proposed Supplemental Indenture is June 18, 2018 and with respect to the proposed Volcker Amendments (as defined in the Proposed Supplemental Indenture), the proposed effective date under the Proposed Supplemental Indenture is June 25, The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or correctness of CUSIP/ISIN numbers printed on any Notes or as indicated in this notice.

2 Please note that the execution of the Proposed Supplemental Indenture is subject to the satisfaction of certain conditions set forth in the Indenture. The Trustee does not express any view on the merits of, and does not make any recommendation (either for or against) with respect to, the Proposed Supplemental Indenture and gives no investment, tax or legal advice. Each Holder should seek advice from its own counsel and advisors based on the Holder s particular circumstances. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Trustee as their sole source of information. The Trustee expressly reserves all rights under the Indenture, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities owing or to become owing to the Trustee, compensation for Trustee time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Indenture, and its 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 it under applicable law or otherwise. Holders with questions regarding this notice should direct their inquiries, in writing, to: Annye Hua, U.S. Bank National Association, Global Corporate Trust Services, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, telephone (713) , or via at annye.hua@usbank.com. U.S. BANK NATIONAL ASSOCIATION, May 11, 2018 as Trustee 2

3 SCHEDULE A WhiteHorse X, Ltd. c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, George Town Grand Cayman KY1-1102, Cayman Islands Attention: The Directors Telephone: +1 (345) Fax: +1 (345) Information Agent whitehorsex.17g5@usbank.com with a copy to: Maples and Calder P.O. Box 309, Ugland House South Church Street, George Town Grand Cayman KY1-1104, Cayman WhiteHorse X, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi dpuglisi@puglisiassoc.com WhiteHorse Capital Management, LLC 200 Crescent Court, Suite 1414 Dallas, Texas Attention: Jarred D. Worley jworley@higwhitehorse.com Fitch Ratings, Inc. cdo.surveillance@fitchratings.com Moody s Investors Service, Inc. cdomonitoring@moodys.com U.S. Bank National Association, as Collateral Administrator Irish Stock Exchange 28 Anglesea Street Dublin 2, Ireland ISE Service Portal:

4 EXHIBIT A [Modifications to Proposed Supplemental Indenture]

5 DRAFT FIRST SUPPLEMENTAL INDENTURE to the INDENTURE dated as of April 16, 2015 by and among WHITEHORSE X, LTD., as Issuer, WHITEHORSE X, LLC, as Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee This FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture ) dated as of [n], 2018 (this Supplemental Indenturethe Refinancing Date ) to the Indenture dated as of April 16, 2015 (as amended, modified or supplemented prior to the date hereof, the Indenture ) is entered into among WhiteHorse X, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), WhiteHorse X, 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 National Association, as trustee under the Indenture (together with its successors in such capacity, the Trustee ). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. PRELIMINARY STATEMENT WHEREAS, the Co-Issuers wish to amend the Indenture pursuant to Sections 8.1(a)(v), 8.1(a)(xxiv) and 8.1(a)(xxivxxv) to effect the modifications set forth in Section 1 below; and WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Sections 8.1 and 8.3 of the Indenture have been satisfied; WHEREAS, the modifications set forth in Annex A of this Supplemental Indenture shall hereinafter be referred to as the Refinancing Amendments (the Refinancing Amendments ); and WHEREAS, the modifications set forth in Annex B of this Supplemental Indenture shall hereinafter be referred to as the Volcker Amendments (the Volcker Amendments ); NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto hereby agree as follows:

6 1. Refinancing Amendments. Effective as of the date hereof upon satisfaction of the conditions set forth in Section 23 below, the following amendments are made to the Indenture pursuant to Sections 8.1(a)(v) and 8.1(a)(xxiv) of the Indenture: (i) Section 1.1 of the Indenture is amended by inserting the following new definitions in the appropriate alphabetical location:the Indenture is hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the draft Indenture attached as Annex A hereto. Amendment Date : [n], Class A Notes : Prior to the Amendment Date, the Class A Senior Secured Floating Rate Notes issued on the Closing Date and, on and after the Amendment Date, the Class A-1-R Notes. Class A-1-R Notes : The Class A-1-R Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Summary of Terms. Class B-1 Notes : Prior to the Amendment Date, the Class B-1 Senior Secured Floating Rate Notes issued on the Closing Date and, on and after the Amendment Date, the Class B-1-R Notes. Class B-1-R Notes : The Class B-1-R Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Summary of Terms. Class C Notes : Prior to the Amendment Date, the Class C Mezzanine Secured Deferrable Floating Rate Notes issued on the Closing Date and, on and after the Amendment Date, the Class C-R Notes. Class C-R Notes : The Class C-1-R Mezzanine Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Summary of Terms. Class D Notes : Prior to the Amendment Date, the Class D Mezzanine Secured Deferrable Floating Rate Notes issued on the Closing Date and, on and after the Amendment Date, the Class D-R Notes. Class D-R Notes : The Class D-R Mezzanine Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Summary of Terms. Refinancing Notes : Collectively, the Class A-1-R Notes, the Class B-1-R Notes, the Class C-R Notes and the Class D-R Notes. - 2-

7 Refinancing Purchase Agreement : The Purchase Agreement, dated as of the Amendment Date, by and among the Co-Issuers and the Initial Purchaser. (ii) The definition of Purchase Agreement set forth in Section 1.1 of the Indenture is amended and restated in its entirety as follows: Purchase Agreement : Collectively, (a) the securities purchase agreement, dated as of the Closing Date, by and among the Co-Issuers and the Initial Purchaser and (b) the Refinancing Purchase Agreement. (iii) The definition of Non-Call Period set forth in the Summary of Terms of the Indenture is amended and restated in its entirety as follows: The period that begins on the Closing Date to but excluding (i), with respect to the Class A-2 Notes, the Class B-2 Notes, the Class E Notes, the Class F Notes and the Subordinated Notes, December 17, 2016 and (ii), with respect to the Class A-1-R Notes, the Class B-1-R Notes, the Class C-R Notes and the Class D-R Notes, [December 18, 2018] (the Non-Call Period ). (iv) The definition of Collateral Manager set forth in the Summary of Terms of the Indenture is amended and restated in its entirety as follows: Whitehorse Capital Management, LLC, formerly known as H.I.G. WhiteHorse Capital, LLC (the Collateral Manager ). (v) The table set forth in the Summary of Terms of the Indenture is amended by inserting the classes, class designations, priority level, principal balances, interest rates and expected ratings set forth in the table in Annex A hereto in place of the information in the corresponding cells set forth in such table. (ii) (vi) Exhibit A and Appendix A to the Indenture is amended by: (A) replacing all references to Class A-1 Senior Secured Floating Rate Notes, Class B-1 Senior Secured Floating Rate Notes, Class C Mezzanine Secured Deferrable Floating Rate Notes and Class D Mezzanine Secured Deferrable Floating Rate Notes, set forth therein with Class A-1-R Senior Secured Floating Rate Notes, Class B-1-R Senior Secured Floating Rate Notes, Class C-R Mezzanine Secured Deferrable Floating Rate Notes and Class D-R Mezzanine Secured Deferrable Floating Rate Notes, respectively; (B) replacing the interest rate set forth in each such exhibit with the spread rate specified for the applicable Class of Refinancing Notes in Annex AC; - 3-

8 (C) replacing the CUSIPs set forth in each such exhibit with the CUSIPs specified for the applicable Class of Refinancing Notes in Annex BD; and (D) making such additional changes determined by the Issuer (or the Collateral Manager on its behalf) to be reasonably necessary in order to make such Exhibit consistent with the terms of the Refinancing Notes. (vii) Schedule G to the Indenture is amended by replacing clause (d) with: (d) If to the Collateral Manager: Whitehorse Capital Management, LLC 200 Crescent Court, Suite 1414 Dallas, Texas Attention: Jarred D. Worley jworley@higwhitehorse.com 2. Volcker Amendments. Effective as of the Volcker Amendment Effective Date (as defined below) upon satisfaction of the conditions set forth in Section 3 below (except as set forth in Section 10 below), the following amendments are made to the Indenture pursuant to Section 8.1(a)(xxv) of the Indenture: (i) The Indenture is hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the draft Indenture attached as Annex B hereto Conditions Precedent. The modifications to be effected pursuant to Section 1 above shall become effective as of the date first written above upon receipt by the Trustee of each of the following: (i) an Officer s certificate of each of the Co-Issuers (A) evidencing the authorization by Resolution of the execution and delivery of this Supplemental Indenture and the Refinancing Purchase Agreement and the execution, authentication and delivery of the Class A-1-R Notes, the Class B-1-R Notes, the Class C-R Notes or the Class D-R Notes (collectively, the Refinancing Notes ) applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Refinancing Notes to be authenticated and delivered by it, and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolution has not been rescinded and is in full force and effect on and as of the AmendmentRefinancing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon; (ii) from each of the Co-Issuers either (A) a certificate of the Applicable Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an - 4-

9 Opinion of Counsel of such Applicable Issuer to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Refinancing Notes, or (B) an Opinion of Counsel of the Applicable Issuer to the effect that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Refinancing Notes except as have been given (provided that the opinions delivered pursuant to clause (iii) below may satisfy the requirement); (iii) opinions of (i) Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers, (ii) Alston & Bird LLP, counsel to the Trustee, and (iii) Maples and Calder, Cayman Islands counsel to the Issuer, in each case dated the AmendmentRefinancing Date, in form and substance satisfactory to the Issuer; (iv) an Officer s certificate of each of the Co-Issuers stating that, to the best of the signing Officer s knowledge, such Applicable Issuer is not in default under the Indenture and that the issuance of the Refinancing Notes applied for by it will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its Governing Documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of the Refinancing Notes applied for by it have been complied with and that the authentication and delivery of the Refinancing Notes is authorized or permitted under the Indenture and this Supplemental Indenture; and that all expenses due or accrued with respect to the offering of the Refinancing Notes or relating to actions taken on or in connection with the AmendmentRefinancing Date have been paid or reserves therefor have been made; and that all of its representations and warranties contained in the Indenture are true and correct as of the AmendmentRefinancing Date; (v) a letter signed by each Rating Agency confirming that the Class A-1-R Notes are rated [Aaa (sf)] by Moody s and [AAAsf] by Fitch, the Class B-1-R Notes are rated at least [Aa2 (sf)] by Moody s, the Class C-R Notes are rated at least [A2 (sf)] by Moody s and the Class D-R Notes are rated at least [Baa3 (sf)] by Moody s; and (vi) an Issuer Order by each Co-Issuer directing the Trustee to authenticate the Refinancing Notes in the amounts and names set forth therein and to apply the proceeds thereof to redeem the Class A-1 Notes, the Class B-1 Notes, the Class C Notes and the Class D Notes issued on the Closing Date at the applicable Redemption Prices therefor on the AmendmentRefinancing Date. 4. Consent of the Holders of the Refinancing Notes. Each Holder or beneficial owner of a Refinancing Note, by its acquisition thereof on the Refinancing Date, shall be deemed to agree to the terms of the Indenture including the amendments set forth in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof. - 5-

10 5. 3. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENTSUPPLEMENTAL INDENTURE, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED IN ALL RESPECTS (WHETHER IN CONTRACT, TORT OR OTHERWISE) BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS Execution in Counterparts. This Supplemental Indenture 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 or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture Concerning the Trustee. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-Issuers, and the Trustee assumes no responsibility for their correctness. Except as provided in the Indenture, 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. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee No Other Changes. Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto Non-Petition; Limited Recourse. The parties hereto agree to the provisions set forth in Sections 2.7(j) and 5.4(d) of the Indenture, and such provisions are incorporated in this Supplemental Indenture, mutatis mutandis, and each purchaser or beneficial owner of a Refinancing Note or any interest therein, by its purchase or acquisition thereof, agrees to be bound thereby. 10. Effectiveness of the Supplemental Indenture. This Supplemental Indenture shall become effective: - 6-

11 (i) with respect to the Refinancing Amendments, on the Refinancing Date and subject to satisfaction of the conditions set forth in Section 3 hereto; and (ii) with respect to the Volcker Amendments, on [n], 2018 (the Volcker Amendment Effective Date ) and so long as no Holders representing a Majority of any Class of Notes has provided notice to the Trustee (with a copy to the Collateral Manager) at least one Business Day prior to the Volcker Amendment Effective Date that such Class would be materially and adversely affected thereby (any such notice, a Volcker Amendment Objection ) (it being acknowledged and agreed, that each Holder of a Class of Refinancing Note, by its acquisition thereof on the Refinancing Date, will be deemed to have irrevocably consented to such Volcker Amendments); provided that, if a Volcker Amendment Objection is provided, this Supplemental Indenture shall become effective on the Refinancing Date only with respect to the Refinancing Amendments and the Volcker Amendments shall be deemed to have failed and shall not be in effect pursuant to this Supplemental Indenture; it being acknowledged and agreed that the failure of the Volcker Amendments shall have no effect whatsoever on the effectiveness of the Refinancing Amendments and that neither the Issuer nor the Collateral Manager shall have any liability to any Person (including any Holder of Notes) if a Volcker Amendment Objection is provided or otherwise for the failure of the Volcker Amendments Execution, Delivery and Validity. Each of the Co-Issuers represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns Direction to the Trustee. Each of the Co-Issuers hereby directs the Trustee to execute this Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction. - 7-

12 ANNEX A REFINANCING AMENDMENTS Annex A

13 ANNEX B VOLCKER AMENDMENTS Annex B

14 ANNEX C Class Class A-1-R Notes Class B-1-R Notes Class C-R Notes Class D-R Notes Designations Senior Notes; Secured Notes; Floating Rate Notes; Co-Issued Securities; Listed Securities; Re-Pricing Eligible Securities Senior Notes; Secured Notes; Floating Rate Notes; Co-Issued Securities; Listed Securities; Re-Pricing Eligible Securities Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Rate Notes; Co-Issued Securities; Listed Securities; Re-Pricing Eligible Securities Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Rate Notes; Co-Issued Securities; Listed Securities; Re-Pricing Eligible Securities Priority Level Principal Balance (U.S.$) Interest Rate Expected Ratings (Fitch / Moody s) First 299,000,000 LIBOR plus [ ]% [AAAsf] / [Aaa (sf)] Second 35,750,000 LIBOR plus [ ]% NR / at least [Aa2 (sf)] Third 26,750,000 LIBOR plus [ ]% NR / at least [A2 (sf)] Fourth 27,500,000 LIBOR plus [ ]% NR / at least [Baa3 (sf)] Annex C

15 ANNEX BANNEX D Rule 144A CUSIP Regulation S CUSIP Class A-1-R Notes [n] [n] Class B-1-R Notes [n] [n] Class C-R Notes [n] [n] Class D-R Notes [n] [n] Annex BD

16 EXHIBIT B [Clean Proposed Supplemental Indenture]

17 DRAFT FIRST SUPPLEMENTAL INDENTURE to the INDENTURE dated as of April 16, 2015 by and among WHITEHORSE X, LTD., as Issuer, WHITEHORSE X, LLC, as Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee This FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture ) dated as of [ ], 2018 (the Refinancing Date ) to the Indenture dated as of April 16, 2015 (as amended, modified or supplemented prior to the date hereof, the Indenture ) is entered into among WhiteHorse X, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), WhiteHorse X, 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 National Association, as trustee under the Indenture (together with its successors in such capacity, the Trustee ). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. PRELIMINARY STATEMENT WHEREAS, the Co-Issuers wish to amend the Indenture pursuant to Sections 8.1(a)(v), 8.1(a)(xxiv) and 8.1(a)(xxv) to effect the modifications set forth in Section 1 below; and WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Sections 8.1 and 8.3 of the Indenture have been satisfied; WHEREAS, the modifications set forth in Annex A of this Supplemental Indenture shall hereinafter be referred to as the Refinancing Amendments (the Refinancing Amendments ); and WHEREAS, the modifications set forth in Annex B of this Supplemental Indenture shall hereinafter be referred to as the Volcker Amendments (the Volcker Amendments ); NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto hereby agree as follows:

18 1. Refinancing Amendments. Effective as of the date hereof upon satisfaction of the conditions set forth in Section 3 below, the following amendments are made to the Indenture pursuant to Sections 8.1(a)(v) and 8.1(a)(xxiv) of the Indenture: (i) The Indenture is hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the draft Indenture attached as Annex A hereto. (ii) Exhibit A to the Indenture is amended by: (A) replacing all references to Class A-1 Senior Secured Floating Rate Notes, Class B-1 Senior Secured Floating Rate Notes, Class C Mezzanine Secured Deferrable Floating Rate Notes and Class D Mezzanine Secured Deferrable Floating Rate Notes, set forth therein with Class A-1-R Senior Secured Floating Rate Notes, Class B-1-R Senior Secured Floating Rate Notes, Class C-R Mezzanine Secured Deferrable Floating Rate Notes and Class D-R Mezzanine Secured Deferrable Floating Rate Notes, respectively; (B) replacing the interest rate set forth in each such exhibit with the spread rate specified for the applicable Class of Refinancing Notes in Annex C; (C) replacing the CUSIPs set forth in each such exhibit with the CUSIPs specified for the applicable Class of Refinancing Notes in Annex D; and (D) making such additional changes determined by the Issuer (or the Collateral Manager on its behalf) to be reasonably necessary in order to make such Exhibit consistent with the terms of the Refinancing Notes. 2. Volcker Amendments. Effective as of the Volcker Amendment Effective Date (as defined below) upon satisfaction of the conditions set forth in Section 3 below (except as set forth in Section 10 below), the following amendments are made to the Indenture pursuant to Section 8.1(a)(xxv) of the Indenture: (i) The Indenture is hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the draft Indenture attached as Annex B hereto. 3. Conditions Precedent. The modifications to be effected pursuant to Section 1 above shall become effective as of the date first written above upon receipt by the Trustee of each of the following: (i) an Officer s certificate of each of the Co-Issuers (A) evidencing the authorization by Resolution of the execution and delivery of this Supplemental Indenture and the Refinancing Purchase Agreement and the execution, authentication and delivery of the Class A-1-R Notes, -2-

19 the Class B-1-R Notes, the Class C-R Notes or the Class D-R Notes (collectively, the Refinancing Notes ) applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Refinancing Notes to be authenticated and delivered by it, and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolution has not been rescinded and is in full force and effect on and as of the Refinancing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon; (ii) from each of the Co-Issuers either (A) a certificate of the Applicable Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of such Applicable Issuer to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Refinancing Notes, or (B) an Opinion of Counsel of the Applicable Issuer to the effect that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Refinancing Notes except as have been given (provided that the opinions delivered pursuant to clause (iii) below may satisfy the requirement); (iii) opinions of (i) Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers, (ii) Alston & Bird LLP, counsel to the Trustee, and (iii) Maples and Calder, Cayman Islands counsel to the Issuer, in each case dated the Refinancing Date, in form and substance satisfactory to the Issuer; (iv) an Officer s certificate of each of the Co-Issuers stating that, to the best of the signing Officer s knowledge, such Applicable Issuer is not in default under the Indenture and that the issuance of the Refinancing Notes applied for by it will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its Governing Documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of the Refinancing Notes applied for by it have been complied with and that the authentication and delivery of the Refinancing Notes is authorized or permitted under the Indenture and this Supplemental Indenture; and that all expenses due or accrued with respect to the offering of the Refinancing Notes or relating to actions taken on or in connection with the Refinancing Date have been paid or reserves therefor have been made; and that all of its representations and warranties contained in the Indenture are true and correct as of the Refinancing Date; (v) a letter signed by each Rating Agency confirming that the Class A-1-R Notes are rated [Aaa (sf)] by Moody s and [AAAsf] by Fitch, the Class B-1-R Notes are rated at least [Aa2 (sf)] by Moody s, the Class C-R Notes are rated at least [A2 (sf)] by Moody s and the Class D-R Notes are rated at least [Baa3 (sf)] by Moody s; and (vi) an Issuer Order by each Co-Issuer directing the Trustee to authenticate the Refinancing Notes in the amounts and names set forth therein and to apply the proceeds thereof to redeem the Class A-1 Notes, the Class B-1 Notes, the Class C Notes and the Class D Notes -3-

20 issued on the Closing Date at the applicable Redemption Prices therefor on the Refinancing Date. 4. Consent of the Holders of the Refinancing Notes. Each Holder or beneficial owner of a Refinancing Note, by its acquisition thereof on the Refinancing Date, shall be deemed to agree to the terms of the Indenture including the amendments set forth in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof. 5. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED IN ALL RESPECTS (WHETHER IN CONTRACT, TORT OR OTHERWISE) BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS. 6. Execution in Counterparts. This Supplemental Indenture 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 or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 7. Concerning the Trustee. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-Issuers, and the Trustee assumes no responsibility for their correctness. Except as provided in the Indenture, 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. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee. 8. No Other Changes. Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto. -4-

21 9. Non-Petition; Limited Recourse. The parties hereto agree to the provisions set forth in Sections 2.7(j) and 5.4(d) of the Indenture, and such provisions are incorporated in this Supplemental Indenture, mutatis mutandis, and each purchaser or beneficial owner of a Refinancing Note or any interest therein, by its purchase or acquisition thereof, agrees to be bound thereby. 10. Effectiveness of the Supplemental Indenture. This Supplemental Indenture shall become effective: (i) with respect to the Refinancing Amendments, on the Refinancing Date and subject to satisfaction of the conditions set forth in Section 3 hereto; and (ii) with respect to the Volcker Amendments, on [ ], 2018 (the Volcker Amendment Effective Date ) and so long as no Holders representing a Majority of any Class of Notes has provided notice to the Trustee (with a copy to the Collateral Manager) at least one Business Day prior to the Volcker Amendment Effective Date that such Class would be materially and adversely affected thereby (any such notice, a Volcker Amendment Objection ) (it being acknowledged and agreed, that each Holder of a Class of Refinancing Note, by its acquisition thereof on the Refinancing Date, will be deemed to have irrevocably consented to such Volcker Amendments); provided that, if a Volcker Amendment Objection is provided, this Supplemental Indenture shall become effective on the Refinancing Date only with respect to the Refinancing Amendments and the Volcker Amendments shall be deemed to have failed and shall not be in effect pursuant to this Supplemental Indenture; it being acknowledged and agreed that the failure of the Volcker Amendments shall have no effect whatsoever on the effectiveness of the Refinancing Amendments and that neither the Issuer nor the Collateral Manager shall have any liability to any Person (including any Holder of Notes) if a Volcker Amendment Objection is provided or otherwise for the failure of the Volcker Amendments. 11. Execution, Delivery and Validity. Each of the Co-Issuers represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 12. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 13. Direction to the Trustee. Each of the Co-Issuers hereby directs the Trustee to execute this Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction. -5-

22 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. EXECUTED AS A DEED BY: WHITEHORSE X, LTD., as Issuer By: Name: Title: WHITEHORSE X, LLC, as Co-Issuer By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title:

23 Acknowledged and consented to by: WHITEHORSE CAPITAL MANAGEMENT, LLC, as Collateral Manager By: Name: Title:

24 ANNEX A REFINANCING AMENDMENTS Annex A

25 CONFORMED THROUGH FIRST SUPPLEMENTAL INDENTURE DATED [ n ], 2018 INDENTURE by and among WHITEHORSE X, LTD., as Issuer WHITEHORSE X, LLC, as Co-Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee April 16, 2015

26 TABLE OF CONTENTS ARTICLE I DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Assumptions as to Collateral Assets; Definitional Conventions 1617 Section 1.3 Assumptions as to Certain Tests 19 ARTICLE II THE SECURITIES 20 Section 2.1 Forms Generally 20 Section 2.2 Forms of Securities; Certificate of Authentication 20 Section 2.3 Authorized Amount; Interest Rate; Stated Maturity Date; Authorized Denominations 22 Section 2.4 Execution, Authentication, Delivery and Dating 22 Section 2.5 Registration, Registration of Transfer and Exchange 23 Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Certificates 35 Section 2.7 Payment in Respect of the Securities; Rights Preserved 36 Section 2.8 Persons Deemed Owners 3940 Section 2.9 Cancellation 40 Section 2.10 Global Securities; Depository Not Available 4041 Section 2.11 Securities Beneficially Owned by Non-Permitted Holders 4142 Section 2.12 Tax Certification 42 Section 2.13 Additional Issuance 43 Section 2.14 Funding Notes 4546 Section 2.15 Issuer Purchases of Secured Notes 47 ARTICLE III CONDITIONS PRECEDENT 4849 Section 3.1 Conditions to Issuance of Securities on Closing Date 4849 Section 3.2 Delivery of Collateral 5152 Section 3.3 Purchase and Delivery of Collateral Assets and Other Actions Prior to the Effective Date 5253 Section 3.4 Representations Relating to Security Interest in the Collateral 5354 ARTICLE IV SATISFACTION AND DISCHARGE 5455 Section 4.1 Satisfaction and Discharge of Indenture 5455 Section 4.2 Application of Trust Funds 57 Section 4.3 Repayment of Funds Held by Paying Agent 5758 ARTICLE V EVENTS OF DEFAULT; REMEDIES 5758 Section 5.1 Events of Default 5758 Section 5.2 Acceleration of Maturity; Rescission and Annulment 59 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 60 Section 5.4 Remedies 62 Section 5.5 Preservation of Collateral 64 Section 5.6 Trustee May Enforce Claims Without Possession of Securities 6566 Section 5.7 Application of Funds Collected 6566 i

27 Section 5.8 Limitation on Suits 66 Section 5.9 Unconditional Rights of Holders to Receive Payable Amounts 6667 Section 5.10 Restoration of Rights and Remedies 67 Section 5.11 Rights and Remedies Cumulative 67 Section 5.12 Delay or Omission Not Waiver 6768 Section 5.13 Control by Holders 6768 Section 5.14 Waiver of Defaults 68 Section 5.15 Undertaking for Costs 6869 Section 5.16 Waiver of Stay or Extension Laws 69 Section 5.17 Sale of Collateral 69 Section 5.18 Action on the Securities 70 ARTICLE VI THE TRUSTEE 7071 Section 6.1 Certain Duties and Responsibilities of the Trustee 7071 Section 6.2 Notice of Default 72 Section 6.3 Certain Rights of Trustee 7273 Section 6.4 Not Responsible for Recitals or Issuance of Securities 7576 Section 6.5 May Hold Securities 7576 Section 6.6 Funds Held in Trust 7576 Section 6.7 Compensation and Reimbursement 7677 Section 6.8 Corporate Trustee Required; Eligibility 7879 Section 6.9 Resignation and Removal; Appointment of Successor 7879 Section 6.10 Acceptance of Appointment by Successor Trustee 7980 Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee8081 Section 6.12 Co-Trustees 8081 Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds 8182 Section 6.14 Authenticating Agents 8283 Section 6.15 Representative for Holders Only of the Secured Notes; Agent for all other Secured Parties and Holders of the Subordinated Notes 8283 Section 6.16 Representations and Warranties of the Bank 8384 Section 6.17 Withholding; No Gross Up 8384 ARTICLE VII COVENANTS 8485 Section 7.1 Payment of Payable Amounts 8485 Section 7.2 Maintenance of Office or Agency 8485 Section 7.3 Funds for Payments to be Held in Trust 8485 Section 7.4 Existence of the Co-Issuers 8687 Section 7.5 Protection of Collateral 8788 Section 7.6 Opinions as to Collateral 8889 Section 7.7 Performance of Obligations 8990 Section 7.8 Negative Covenants 8990 Section 7.9 Statement as to Compliance 9293 Section 7.10 Consolidation or Merger, Only on Certain Terms 9293 Section 7.11 Successor Substituted 9495 Section 7.12 No Other Business 9495 Section 7.13 Listing 9596 Section 7.14 Ratings Changes 9596 ii

28 Section 7.15 Reporting 9596 Section 7.16 LIBOR Calculation Agent 9596 Section 7.17 Certain Tax Matters 9697 Section 7.18 Hedge Agreement Provisions 9899 Section 7.19 Objection at Bankruptcy Proceedings Section 7.20 Section 3(c)(7) Procedures ARTICLE VIII SUPPLEMENTAL INDENTURES Section 8.1 Supplemental Indentures Without Consent of Securityholders Section 8.2 Supplemental Indentures with Consent of Securityholders Section 8.3 Execution of Supplemental Indentures; Notice Section 8.4 Certain Further Limitations on Supplemental Indentures Section 8.5 Effect of Supplemental Indentures Section 8.6 Reference in Securities to Supplemental Indentures ARTICLE IX REDEMPTION OF NOTES Section 9.1 Optional Redemption; Election to Redeem Section 9.2 Notices of Optional Redemption Section 9.3 Optional Redemption Procedures; Cancellation Section 9.4 Securities Payable on Redemption Date Section 9.5 Refinancing Redemption Section 9.6 Notices of Refinancing Redemption Section 9.7 Refinancing Redemption Procedures; Cancellation Section 9.8 Securities Payable on Refinancing Redemption Date Section 9.9 Clean-Up Call Redemption Section 9.10 Notices of Clean-Up Call Redemption Section 9.11 Clean-Up Call Redemption Procedures; Cancellation Section 9.12 Securities Payable on Clean-Up Call Redemption Date Section 9.13 Mandatory Redemption; Special Redemption Section 9.14 Re-Pricing of the Secured Notes ARTICLE X ACCOUNTS, ACCOUNTINGS AND RELEASES Section 10.1 Collection; General Account Requirements Section 10.2 Collection Account Section 10.3 Additional Accounts Section 10.4 Reports by Trustee Section 10.5 Accountings Section 10.6 Release of Pledged Asset Section 10.7 Reports by Independent Accountants Section 10.8 Reports to Rating Agencies; Rule 17g-5 Procedures ARTICLE XI APPLICATION OF PROCEEDS Section 11.1 Disbursements from Payment Account Section 11.2 Payments Under Asset Specific Hedges and Timing Hedges ARTICLE XII PURCHASE AND SALE OF COLLATERAL DEBT OBLIGATIONS Section 12.1 Sale of Collateral Assets iii

29 Section 12.2 Purchase of Collateral Assets Section 12.3 Certification by Collateral Manager ARTICLE XIII SUBORDINATION; STANDARD OF CONDUCT; RIGHT TO LIST OF HOLDERS Section 13.1 Subordination Section 13.2 Standard of Conduct Section 13.3 Provision of Certain Information ARTICLE XIV MISCELLANEOUS Section 14.1 Form of Documents Delivered to Trustee Section 14.2 Acts of Holders; Voting Section 14.3 Notices Section 14.4 Notices to Holders; Waiver Section 14.5 Effect of Headings and Table of Contents Section 14.6 Successors and Assigns Section 14.7 Separability Section 14.8 Benefits of Indenture Section 14.9 Governing Law Section Submission to Jurisdiction Section Counterparts Section Liability of Co-Issuers Section Acts of Issuer Section Waiver of Jury Trial Section Survivals Section Confidential Transactions ARTICLE XV COLLATERAL MANAGEMENT Section 15.1 Assignment of Collateral Management Agreement Section 15.2 Independent Review Party Section 15.3 Standard of Care Applicable to Collateral Manager iv

30 INDEX OF DEFINED TERMS Following is an index of defined terms used in this Indenture and the page number where each definition appears. $ g-5 Site 4, % Limitation 4 Accelerated Amounts 4, 59 Acceleration Waterfall A-33 Account B-1 Account Agreement 4 Accountants Report 4 Accredited Investor B-1 Act Additional Equity Issuance 4, 4344 Additional Issuance Conditions 4344 Additional Securities 4, 43 Additional Subordinate Securities 4, 44 Adjusted Rate B-1 Administration Agreement 4 Administrator 5, A-1 Advance B-1 Advisors 5 Affected Class B-6 Affiliate B-1 Affiliated B-1 Agent Members 5 Aggregate Excess Funded Spread B-1 Aggregate Funded Spread B-1 Aggregate Industry Equivalent Unit Score S-10 Aggregate Outstanding Amount B-2 Aggregate Principal Balance B-3 Aggregate Unfunded Spread B-3 AIFMD B-3 AIFMD Retention Requirements B-3 Amortization Period B-3 Annual Report Date 5 Applicable Advance Rate B-3 Applicable Issuer B-4 Approved ETB Liquidation B-4 Asset Specific Counterparty 5 Asset Specific Hedge 5 Asset-backed Commercial Paper B-4 Assumed Reinvestment Rate B-4 Authenticating Agent 5 Authorized Denomination A-6 Authorized Officer 5 Average Par Amount S-10 Balance 5 Bank A-1 Bankruptcy Event B-4 Bankruptcy Law B-4 Bankruptcy Subordination Agreement 6, 64 Base 6 Base Indenture 1 Benefit Plan Investor 6 Bond B-4 Bridge Loan B-4 Business Day B-4 Caa Assets B-5 Caa/CCC Excess B-5 Cash 6 Cayman IGA B-5 CCC Assets B-5 Certificate 6 Certificate of Authentication 20 Certificated Security B-5 Certifying Holder B-5 CFTC 9899 Change in Law 6 Class B-5 Class A Notes A-3 Class A/B Coverage Tests A-25 Class A/B Interest Coverage Test A-25 Class A/B Par Coverage Test A-25 Class A-1 Notes 6, A-3 Class A-1F Notes A-4 Class A-1-R Notes 6 Class A-2 Notes A-3 Class A-2F Notes A-4 Class B Notes A-4 Class B-1 Notes 6, A-3 Class B-1F Notes A-4 Class B-21-R Notes A-36 Class B-2 Notes A-3 Class B-2F Notes A-4 Class C Coverage Tests A-25 Class C Interest Coverage Test A-25 Class C Notes 6, A-3 Class C Par Coverage Test A-25 Class C-F Notes A-4 Class C-R Notes 6 Class D Coverage Tests A-25 Class D Interest Coverage Test A-25 Class D Notes 7, A-3 Class D Par Coverage Test A-25 Class D-F Notes A-4 vi

31 Class D-r Notes 7 Class E Notes A-3 Class E Par Coverage Test A-25 Class E-F Notes A-4 Class F Notes A-3 Class F-F Notes A-4 Clean-Up Call Redemption 6, 1167, 117 Clean-Up Call Redemption Date 6, 1167, 117 Clearing Agency 67 Clearing Corporation 67 Clearing Corporation Security 67 Clearstream B-5 Closing Date A-5 Closing Date Certificate 67 Closing Date Collateral Asset B-5 Closing Date Interest Account 67 Closing Date Originator Participation Interests B-5 Closing Date Par Amount 67 Code B-5 Co-Issued Securities B-6 Co-Issuer 7, A-1 Co-Issuers 1, 7, A-1 Collateral 3 Collateral Administration Agreement 7 Collateral Administrator 7, A-1 Collateral Assets A-9 Collateral Management Agreement 78 Collateral Management Fees B-6 Collateral Manager 7,8, A-1 Collateral Manager Securities B-6 Collateral Principal Balance B-6 Collateral Quality Matrix A-22 Collateral Quality Tests A-20 Collection Account 7, 1248, 125 Combination Notes B-6 Confirmation of Registration 78 Consenting Holder 7, 1208, 121 Contingent Payment Reserve Account 78 Controlling Affected Class B-6 Controlling Class A-7 Controlling Person 78 Corporate Trust Office 78 Corresponding Class B-6 Corresponding Funding Notes B-6 Counterparty Criteria B-6 Coupon Excess B-7 Coverage Tests A-25 Covered Fund Approval Condition B-7 Cov-Lite Loan B-7 Credit Amendment B-8 Credit Improved Asset B-8 Credit Risk Asset B-9 CRR B-10 CRR Retention Requirements B-10 Current Pay Asset B-10 Current Pay Haircut Threshold Percentage A-27 Custodial Account 8 Debtor B-13 Default B-10 Defaulted Asset B-10 Defaulted Interest B-12 Defaulted Participation Interest B-11 Deferrable Notes B-12 Deferred Interest 8, 3637 Deferred Subordinated Collateral Management Fees 8 Delayed Drawdown Debt Asset B-12 Delayed Funding Asset B-12 Deliver 8 Delivered 8 Delivery 8 Depository B-13 Determination Date A-5 DIP Collateral Asset B-13 Discount Asset B-13 Discount-Adjusted Spread B-13 Discretionary Sale A-14 Dissolution Expenses B-14 Distribution 9 Dollar 910 Domicile B-14 DTC B-13 Due Date 910 Due Period A-5 Effective Date B-14 Effective Date Confirmation Failure 910 Effective Date Moody s Condition 9,10, 53 Effective Date Par Ratio A-27 Effective Date Par Test A-27 Effective Date Target Par Amount B-14 Eligibility Criteria A-9 Eligible Country B-14 Eligible Investment B-14 Eligible Investment Required Ratings B-16 Eligible Loan Index B-16 Eligible Principal Investments B-16 Enforcement Event A-33 Entitlement Order 910 Equity Security B-16 Equivalent Unit Score S-10 ERISA 910 ETB Subsidiary B-16 Euroclear B-17 Event of Default 9, 5710, 58 Event of Default Ratio A-27 Event of Default Test A-27 Event of Default Trigger A-27 Excepted Property 3 Excess Participation Interests B-17 Excluded Letter-of-Credit Facility B-17 Exercise Notice 9, 12010, 121 7