Form 8-K

8-K — Palmer Square Capital BDC Inc.

Accession: 0001213900-26-078363

Filed: 2026-07-15

Period: 2026-07-15

CIK: 0001794776

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0298073-8k_palmer.htm (Primary)

EX-10.3 — NOTE PURCHASE AGREEMENT, DATED AS OF JULY 15, 2026, BY AND AMONG PALMER SQUARE BDC CLO 1, LTD., AS ISSUER, PALMER SQUARE BDC CLO 1, LLC, AS CO-ISSUER, AND BOFA SECURITIES, INC., AS INITIAL PURCHASER (ea029807301ex10-3.htm)

EX-10.4 — SUPPLEMENTAL INDENTURE, DATED AS OF JULY 15, 2026, BY AND BETWEEN PALMER SQUARE BDC CLO 1, LTD., AS ISSUER, PALMER SQUARE BDC CLO 1, LLC, AS CO-ISSUER, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE (ea029807301ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0298073-8k_palmer.htm · Sequence: 1

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0001794776

2026-07-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

July 15, 2026

PALMER SQUARE CAPITAL BDC INC.

(Exact name of Registrant as Specified in Its

Charter)

maryland

814-01334

84-3665200

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1900 Shawnee Mission Parkway, Suite 315,

Mission Woods, KS

66205

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (816) 994-3200

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

PSBD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging

growth company ☒

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry

into a Material Definitive Agreement.

On July 15, 2026 (the “Refinancing Date”),

Palmer Square Capital BDC Inc. (the “Company”) completed the refinancing of a $300.00 million term debt securitization (the

“CLO Reset Transaction”) of Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with

limited liability under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, in connection with which

the Issuer issued the Secured Notes (as defined below). The CLO Reset Transaction functions as a source of long-term balance sheet financing

for a portion of the Company’s portfolio investments and, as a result, the Notes (as defined below) issued in connection with the

CLO Reset Transaction are subject to the Company’s regulatory asset coverage requirement.

The Secured Notes offered in the CLO Reset Transaction

were issued by the Issuer pursuant to an indenture (the “Indenture”), dated as of May 23, 2024 (the “Original Closing

Date”), among the Issuer, Palmer Square BDC CLO 1, LLC (the “Co-Issuer”) and U.S. Bank Trust Company, National Association,

as trustee (in such capacity, the “Trustee”), as amended by a supplemental indenture (the “Supplemental Indenture”),

dated as of the Refinancing Date, among the Issuer, the Co-Issuer and the Trustee, and consented to by the Company, as collateral manager

and subordinated noteholder, and consist of (i) $228.00 million of AAA Class A-R Notes due 2039, which bear interest at the forward-looking

term rate based on the secured overnight financing rate (“Term SOFR”) plus 1.28% (the “Class A-R Notes”); and

(ii) $72.00 million of AA Class B-R Notes due 2039, which bear interest at Term SOFR plus 1.75% (the “Class B-R Notes” and,

together with the Class A-R Notes, the “Secured Notes”). The Company continues to retain 100% of the subordinated notes issued

by the Issuer on the Original Closing Date (the “Subordinated Notes”), which do not bear interest but are entitled to all

of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed

to the holders of the Secured Notes, and will continue to retain the Subordinated Notes in accordance with the U.S. Risk Retention Rules

and the EU/UK Securitization Regulations at and after the closing of the CLO Reset Transaction. The Secured Notes together with the Subordinated

Notes are collectively referred to herein as the “Notes.”

On the Refinancing Date and in connection

with the CLO Reset Transaction, the Issuer and the Co-Issuer entered into a refinancing note purchase agreement (the “Purchase

Agreement”) with BofA Securities, Inc., as the refinancing initial purchaser (the “Initial Purchaser”), pursuant

to which the Initial Purchaser purchased the Secured Notes issued pursuant to the Indenture, as amended by the Supplemental

Indenture, as part of the CLO Reset Transaction.

The CLO Reset Transaction is backed by a diversified

portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation

interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority

allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein,

which is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with the Issuer on the

Original Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral

management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled

to mature on July 15, 2039; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated

Notes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day on or

after the Refinancing Date.

The Secured Notes are the secured obligations

of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes customary

covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or

any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities

and Exchange Commission or an applicable exemption from registration.

The descriptions of the documentation related

to the CLO Reset Transaction contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety

by reference to the underlying agreements, attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, incorporated into this Current Report

on Form 8-K by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

10.1

Indenture, dated as of May 23, 2024, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 814-01334), filed on May 23, 2024).

10.2

Collateral Management Agreement, dated as of May 23, 2024, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, and Palmer Square Capital BDC Inc., as Collateral Manager (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 814-01334), filed on May 23, 2024).

10.3

Note Purchase Agreement, dated as of July 15, 2026, by and among Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and BofA Securities, Inc., as Initial Purchaser.

10.4

Supplemental Indenture, dated as of July 15, 2026, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and U.S. Bank Trust Company, National Association, as Trustee.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

Palmer Square Capital BDC Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PALMER SQUARE CAPITAL BDC INC.

Date: July 15, 2026

By:

/s/ Jeffrey D. Fox

Name:

Jeffrey D. Fox

Title:

Chief Financial Officer

EX-10.3

Filename: ea029807301ex10-3.htm · Sequence: 2

Exhibit 10.3

EXECUTION VERSION

REFINANCING NOTE PURCHASE AGREEMENT

among

PALMER SQUARE BDC CLO 1, LTD.,

as Issuer

and

PALMER SQUARE BDC CLO 1, LLC,

as Co-Issuer

and

BOFA SECURITIES, INC.,

as Refinancing Initial Purchaser

July 15, 2026

REFINANCING NOTE PURCHASE AGREEMENT,

dated July 15, 2026 (this “Agreement”), among Palmer Square BDC CLO 1, Ltd., an exempted company incorporated with

limited liability under the laws of the Cayman Islands (the “Issuer”), Palmer Square BDC CLO 1, LLC, a limited liability

company formed under the laws of the State of Delaware (the “Co-Issuer”, and together with the Issuer, the “Co-Issuers”)

and BofA Securities, Inc. (in its capacity as refinancing initial purchaser, the “Initial Purchaser”).

WHEREAS, the Co-Issuers intend

to issue each class of securities set forth on Schedule A hereto and, for purposes of this Agreement: “Notes”

means, collectively, the classes of securities set forth on Schedule A hereto;

WHEREAS, the Issuer and the

Co-Issuer, as applicable, propose to offer for sale the Notes to the following purchasers (each, an “Eligible Investor”):

(i) in the United States in private offerings solely to persons that are:

(A) “qualified institutional buyers” (“Qualified Institutional Buyers”) as

that term is defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities

Act”) that are also “qualified purchasers” (“Qualified Purchasers”) as such term is defined in

Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), and the various rules relating

thereto and promulgated thereunder for purposes of Section 3(c)(7) of the 1940 Act (or a corporation, partnership, limited liability company

or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) (each,

a “QIB/QP”); and

(B) solely in the case of Notes issued as Certificated Notes (or, solely in the case of Notes purchased by

the Collateral Manager and/or its Affiliates from the Issuer on the Closing Date, Rule 144A Global Notes), institutional “accredited

investors” meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the Securities

Act (“Institutional Accredited Investors”) that are also Qualified Purchasers (each, an “IAI/QP”); and

(ii) in offshore transactions to purchasers that are not “U.S. persons” as defined in, and in reliance

on, Regulation S under the Securities Act (“Regulation S”);

WHEREAS, the Notes will be issued

pursuant to an indenture (the “Original Indenture”), dated as of May 23, 2024 (the “Original Closing Date”),

among the Co-Issuers and U.S. Bank Trust Company, National Association, as trustee, as amended by the first supplemental indenture (the

“First Supplemental Indenture”), to be dated as of July 15, 2026, among the Co-Issuers and U.S. Bank Trust Company,

National Association, as trustee (the “Trustee”) (the Original Indenture, as amended by the First Supplemental Indenture

and the Second Supplemental Indenture, the “Indenture”);

WHEREAS, the Notes will be secured

by a portfolio of primarily loan obligations and certain other assets of the Issuer as provided in the Indenture, which assets are managed

by Palmer Square Capital BDC Inc., as collateral manager (in such capacity, the “Collateral Manager”), pursuant to

a Collateral Management Agreement dated as of the Original Closing Date, the “Collateral Management Agreement”) between

the Collateral Manager and the Issuer; and

WHEREAS, the Co-Issuers have

prepared and delivered to the Initial Purchaser for delivery to prospective investors in the Purchased Notes (as defined herein), preliminary

offering circulars dated June 15, 2026 and June 17, 2026 (including all amendments or supplements thereto, or revisions thereof, and any

accompanying exhibits, collectively, the “Preliminary Offering Document”) and have prepared a final offering circular

dated July 9, 2026 (including all amendments or supplements thereto, or revisions thereof, and any accompanying exhibits, the “Final

Offering Document” and, together with the Preliminary Offering Document, the “Offering Document”), describing,

among other things, the terms of the Notes, the Indenture, the Collateral, the Co-Issuers, the offering of the Notes and certain investment

considerations.

NOW IT IS HEREBY AGREED as follows

(capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Indenture):

1. Purchase

of Notes; Appointment of Initial Purchaser. (a) On the terms and subject to the conditions of this Agreement and in reliance upon

the representations and warranties herein set forth, the Co-Issuers agree to issue and sell to the Initial Purchaser, and the Initial

Purchaser agrees to purchase from the Co-Issuers, on the Closing Date, the aggregate principal amount of each Class of Notes specified

on Schedule A hereto (the “Purchased Notes”), at a purchase price equal to the percentage of the principal amount

of the Purchased Notes specified on Schedule A hereto, on a private placement basis pursuant to the exemption under Section 4(a)(2)

of the Securities Act. The Co-Issuers hereby appoint BofA Securities, Inc. as the Initial Purchaser, sole bookrunner and lead manager,

and the Initial Purchaser hereby accepts such appointments. With respect to the Purchased Notes, each of the Co-Issuers and the Initial

Purchaser represents and agrees (with respect to itself only) that it (and any other person or entity acting on its behalf, except that

the Issuer and the Co-Issuer make no such representation to the Initial Purchaser) will have a reasonable belief on the Closing Date that

the purchasers of the Purchased Notes (the “Refinancing Purchasers”) are Eligible Investors of the type as set forth

in clauses (i)(A), (i)(B) and (ii) of the definition thereof. The Initial Purchaser will offer the Purchased Notes to the Refinancing

Purchasers at individually negotiated prices.

(b) The

Notes sold hereby shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any

nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement.

(a) The

Initial Purchaser shall have the right to reject, in whole or in part, any offer received by it to purchase Notes. Any such rejection

by the Initial Purchaser shall not be deemed to be a breach of the agreements contained herein.

2. Closing.

On July 15, 2026 (the “Closing Date”), delivery of and payment for the Purchased Notes shall be made (a) in the case

of the Global Notes, through the facilities of The Depository Trust Company (“DTC”) and (b) in the case of any Certificated

Notes, at the offices of Dechert LLP at 300 South Tryon Street, Suite 800, Charlotte, North Carolina 28202. On the Closing Date, (i) the

Co-Issuers or the Issuer, as applicable, shall accept payment for the Purchased Notes from the Initial Purchaser on behalf of the related

Refinancing Purchasers by wire transfer of Federal (same day) funds to a U.S. Dollar account designated by the Co-Issuers, (ii) the Issuer

shall cause the Global Notes to be delivered to the Trustee, as custodian for DTC and (iii) the Issuer shall cause any Certificated Notes

offered and sold by the Co-Issuers or the Issuer (as applicable) to be delivered in accordance with the written instructions received

from the related Refinancing Purchasers.

3. Fees

and Expenses; Reimbursement. (a) The Co-Issuers shall pay or cause to be paid the following: (i) a structuring fee and initial purchase

commission to be paid in full on the Closing Date as set forth in that certain letter agreement dated as June 12, 2026 (as may be amended

from time to time), between the Initial Purchaser and the Collateral Manager; (ii) all costs and expenses in connection with the preparation,

printing, issuance, sale and delivery of the Notes, including any documentary stamp or similar issue tax; (iii) all fees, disbursements

and expenses of the Co-Issuers’ counsel, accountants and other advisers; (iv) all costs and expenses in connection with the preparation,

production and distribution of each Preliminary Offering Document and the Final Offering Document, and any amendments and supplements

thereto and revisions thereof, the Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Securities

Account Control Agreement, the Issuer’s declaration of trust, the AML Services Agreement and the organizational or constitutional

documents, as applicable, of the Co-Issuers, this Agreement and all other documents relating to the issuance of the Notes (collectively,

the “Transaction Documents”); (v) all fees and expenses of the Trustee and the Collateral Administrator; (vi) the cost

of word processing and reproducing this Agreement, any blue sky and legal investment memoranda and any other agreements or documents in

connection with the offering, purchase, sale and delivery of the Notes; (vii) all expenses incurred in connection with the qualification

of the Notes for offering and sale under applicable securities laws as provided in Section 5(b) hereof; (viii) [reserved]; (ix)

all fees and expenses of the Collateral Manager; (x) all fees and expenses incurred in connection with the rating of the Notes by the

Rating Agency; and (xi) the fees and legal and other costs and expenses incurred by the Initial Purchaser in connection with the issuance

of the Notes and the preparation and execution of this Agreement, the other Transaction Documents and any other agreements or documents

in connection with the offering, sale or delivery of the Notes. The Co-Issuers acknowledge and agree that no portion of the structuring

fee or initial purchase commission payable to the Initial Purchaser hereunder will be contingent upon an investment in the Notes by any

particular investor.

(b) If

the Purchased Notes are not delivered to the Initial Purchaser as contemplated by this Agreement for any reason other than the gross negligence

or willful misconduct of the Initial Purchaser in the performance of its obligations hereunder, the Issuer agrees to reimburse the Initial

Purchaser for all of its out-of-pocket expenses, including fees and disbursements of its counsel, reasonably incurred by the Initial Purchaser

in connection with this Agreement and the transactions contemplated herein and in the Offering Document; provided that in such event,

the Issuer shall be under no further liability to the Initial Purchaser except as provided in this Section 3 and Section 8

hereof.

4. Representations

and Warranties. Each of the Co-Issuers hereby represents and warrants (with respect to itself only) to, and agrees with, the Initial

Purchaser that, as of the Closing Date:

(a) The

Issuer has been duly incorporated and is validly existing under the laws of the Cayman Islands and the Co-Issuer has been duly organized

and is validly existing under the laws of the State of Delaware, and each (i) has the power and authority to own its assets, to create

and issue the Notes to be issued by it and to execute and deliver this Agreement and the other Transaction Documents to which it is party,

to conduct its business as described in the Offering Document and to undertake and to perform the obligations expressed to be assumed

by it herein and therein, (ii) has taken all necessary action to approve and to authorize the same and (iii) is lawfully qualified and

is in good standing to do business in each jurisdiction in which it conducts business, except where the failure to be so qualified or

in good standing would not have a material adverse effect on the business, prospects or financial condition of the Issuer or the Co-Issuer,

as the case may be, and would not otherwise be material in the context of the issuance, offering and sale of the Notes (collectively,

a “Material Adverse Effect”);

(b) This

Agreement and each of the other Transaction Documents to which either of the Co-Issuers is a party has been duly authorized, executed

and delivered by each of the Co-Issuers party thereto and each such Transaction Document, when duly executed and delivered by the other

parties thereto, is or will be a legal, valid and binding agreement of the Issuer and/or the Co-Issuer, as the case may be, enforceable

against the Issuer or the Co-Issuer, as the case may be, in accordance with its terms subject to bankruptcy, insolvency, reorganization

and other similar laws affecting the rights of creditors generally and the application of general equitable principles;

the Closing Date, the Purchased Notes will have been duly authorized by the Issuer or Co-Issuers, as applicable, and when the Purchased

Notes are delivered to and paid for by the Initial Purchaser (for resale to the related Refinancing Purchasers) in accordance with the

Indenture, will have been duly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations

of the Issuer or the Co-Issuers, as applicable, entitled to the benefits provided by the Indenture, enforceable in accordance with their

terms subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and the application

of general equitable principles;

(d) The

authorized share capital of the Issuer is as described in the Offering Document and all of the Issuer’s authorized share capital

has been validly issued and is fully paid;

(e) Neither

the Issuer nor the Co-Issuer is in violation of its organizational or constitutional, as applicable, documents or in default in the performance

of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, trust deed, mortgage, lease or other agreement

or instrument to which it is a party or by which it or its respective property is bound;

(f) No

consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required

for the issuance, sale or delivery of the Notes or the performance by the Co-Issuers of their respective obligations thereunder, except

for those which have been obtained and are in full force and effect, and no consent, approval, authorization, order, registration or qualification

of or with any court or governmental agency or body is required for the execution, delivery or performance by either the Issuer or the

Co-Issuer of the Transaction Documents to which it is a party or the consummation of the transactions contemplated thereby, except, in

each case, for those which have been duly made or obtained and are in full force and effect and such as may be required under state securities

or blue sky laws in any jurisdiction in connection with the sale of the Notes and except where the failure to obtain such consent, approval,

authorization, order, registration or qualification would not have a Material Adverse Effect;

(g) Each

of the Co-Issuers possesses, and immediately after giving effect to the offer, sale and delivery of the Purchased Notes by the Co-Issuers

in the manner contemplated by this Agreement and the consummation of the other transactions contemplated by the Transaction Documents

shall possess, all material licenses, certificates, authorizations and permits issued by, and has made, and immediately after giving effect

to the offer, sale and delivery of such Purchased Notes by the Co-Issuers in the manner contemplated by this Agreement and the consummation

of the other transactions contemplated by the Transaction Documents shall have made, all declarations and filings with the appropriate

federal, state, local or non-U.S. regulatory agencies or bodies which are necessary for the ownership of its respective properties or

the conduct of its respective businesses as described in the Offering Document, except, in each case, where the failure to possess or

make the same would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect, and neither of the

Co-Issuers has received notification of any revocation or modification of any such license, certificate, authorization or permit and has

no reason to believe that any such license, certificate, authorization or permit shall not be renewed, except where such revocation, modification

or non-renewal would not reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect;

(h) The

execution and delivery by each of the Issuer and the Co-Issuer of the Transaction Documents to which it is a party and the performance

by each of the Issuer and Co-Issuer of their respective obligations under the Transaction Documents to which it is a party, the issuance

of the Notes and the performance by the Co-Issuers of their respective obligations thereunder and the consummation of the transactions

contemplated by the Transaction Documents (and compliance with the terms thereof) do not and will not (i) conflict with or constitute

a breach of any of the terms or provisions of, or constitute a default under, the organizational or constitutional documents of the Issuer

or the Co-Issuer, as the case may be; (ii) conflict with or constitute a breach of any indenture, loan agreement, mortgage, trust deed,

lease or other agreement or instrument to which the Issuer or the Co-Issuer, as the case may be, is a party or by which it or any of its

properties is bound; or (iii) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental

body or court, domestic or foreign, having jurisdiction over the Issuer or the Co-Issuer, as the case may be, or any of their respective

properties, except for, in each case, such conflicts, breaches, defaults or infringements that would not have a Material Adverse Effect;

(i) The

Offering Document, and any supplement or amendment to the Offering Document, is, as of the date thereof and as of the Closing Date, or

will be, as of the date of its first use, as applicable, true and accurate in all material respects and does not or will not contain any

untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading and the Offering Document, and any supplement or amendment to it, contains or will contain

all information with regard to the Co-Issuers and the Notes, as the case may be, which is material in the context of the issuance of the

Notes, except that this representation and warranty shall not apply to statements in or omissions from the Offering Document (or any amendment

or supplement thereto) based upon the Initial Purchaser Information (as defined in Section 8(b) hereof);

(j) There

are no pending actions, suits or proceedings against or affecting the Co-Issuers or to which any of their respective assets are subject

and to the best of the Co-Issuers’ knowledge, no such suits or proceedings are threatened or contemplated;

(k) Except

as disclosed in the Offering Document, the Issuer has good and marketable title to all properties and assets owned by it, in each case

free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or

to be made thereof by it. On each date on which the Issuer acquires property subject to the security interest granted pursuant to the

Indenture to the Trustee for the benefit of the Secured Parties (such property, the “Collateral”): (i) the Issuer will

have the power to grant a security interest in such Collateral and will have taken all necessary actions to authorize the granting of

such security interest; (ii) the Issuer will be the sole owner of such Collateral, free and clear of any security interest, lien, encumbrance

or other restrictions other than (A) the security interest granted pursuant to the Indenture and (B) liens expressly permitted by the

Indenture; (iii) the Trustee will have a valid and perfected security interest in such Collateral (assuming that any central clearing

corporation or any third-party securities intermediary or other entity not within the control of the Issuer gives the notices and takes

the action required of it under relevant law for perfection of that interest), subject to no prior security interest, lien or encumbrance

except for (A) the security interest granted pursuant to the Indenture and (B) liens expressly permitted pursuant to the Indenture; and

(iv) the performance by the Issuer of its obligations under the Indenture will not result in the creation of any security interest, lien

or other encumbrance on any Collateral other than (A) the security interest granted pursuant to the Indenture and (B) liens expressly

permitted pursuant to the Indenture;

(l) The

Co-Issuers have not taken, nor will take, directly or indirectly, any action prohibited by Regulation M under the U.S. Securities Exchange

Act of 1934, as amended (the “Exchange Act”);

(m) No

event has occurred which, had the Notes already been issued, might (whether or not with the giving of notice and/or the passage of time

and/or the fulfillment of any other requirement) constitute an event of default or such other similar term howsoever used or defined in

any Transaction Document;

(n) Neither

it nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through

service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the Cayman

Islands (in the case of the Issuer) and the State of Delaware (in the case of the Co-Issuer);

(o) With

respect to the Issuer only, other than to enter particulars of the security interest granted pursuant to the Indenture in the register

of mortgages and charges of the Issuer maintained at the registered office of the Issuer to comply with Section 54 of the Companies Act

(as revised) of the Cayman Islands, it is not necessary that any Transaction Document be filed or recorded with any court or other authority

in the Cayman Islands or that any stamp or similar tax be paid in the Cayman Islands on or in respect of any of the Transaction Documents,

to ensure the legality, validity, enforceability or admissibility into evidence of each of the Transaction Documents in the Cayman Islands;

provided that a nominal stamp duty shall be payable in order to make any such document admissible before a Cayman Islands court in the

event that any such document is brought to the Cayman Islands to be enforced by the courts of the Cayman Islands;

(p) In

the case of the Issuer only, it is not necessary under the laws of the Cayman Islands (i) to enable any holders of the Notes to enforce

their rights under any of the Transaction Documents or (ii) by reason of the execution, delivery or performance of any of the Transaction

Documents, that the holders of the Notes should be licensed, qualified or entitled to carry on business in the Cayman Islands;

(q) No

holder of Notes will be deemed resident, domiciled, carrying on business or subject to taxation in the Cayman Islands solely by reason

of the execution, delivery, performance or enforcement of any of the Transaction Documents;

(r) Based

on the consideration of such factors as the Co-Issuers and their counsel deem necessary or appropriate and based on the transfer restriction

provisions set forth in the Indenture, the Co-Issuers have a reasonable belief that the initial sales and subsequent transfers of the

Notes (or solely in the case of the Issuer, the Issuer Only Notes) shall be limited to persons who are Eligible Investors;

(s) No

registration of the Notes under the Securities Act, and no qualification of the Indenture under the U.S. Trust Indenture Act of 1939,

as amended, with respect thereto, is required for the offer, sale and initial resale of the Notes by the Initial Purchaser and its agents

(if any) in accordance with this Agreement and as contemplated by the Transaction Documents;

(t) When

the Purchased Notes are issued and delivered pursuant to the Indenture and this Agreement, none of the Notes will be of the same class

(within the meaning of Rule 144A(d)(3)(i)) as securities that are listed on a national securities exchange registered under Section 6

of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(u) None

of the Issuer, the Co-Issuer, any of their affiliates or any Person acting on their behalf has taken, and none of them will take, any

action that might cause this Agreement or the issuance or sale of the Notes to violate Regulation T, Regulation U or Regulation X of the

Board of Governors of the Federal Reserve System;

(v) None

of the Issuer, the Co-Issuer, any of their respective affiliates (as that term is defined in Rule 501(b) of Regulation D under the Securities

Act (each, an “Affiliate”)) or any Person acting on their behalf has engaged in any “directed selling efforts”

(as that phrase is defined in Regulation S) with respect to the Notes, and the Issuer, the Co-Issuer, any of their respective Affiliates

and any Person acting on their behalf have complied with the applicable offering restrictions requirements of Regulation S. Neither the

Issuer nor the Co-Issuer has entered into any contractual agreement with respect to the distribution of the Notes except for the arrangements

with the Initial Purchaser hereunder;

(w) None

of the Issuer, the Co-Issuer, or any of their Affiliates has directly, or through any agent, (i) sold, offered for sale, solicited offers

to buy or otherwise negotiated in respect of, any security (as that term is defined in the Securities Act) which is or will be integrated

with the sale of the Notes in a manner that would require registration of the Notes under the Securities Act or (ii) engaged, or will

engage, in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act)

in connection with the offering of the Notes or in any manner involving a public offering within the meaning of Section 4(a)(2) of the

Securities Act. Accordingly, the Co-Issuers acknowledge that the Notes may not be offered or sold, directly or indirectly, and no offering

circular or memorandum or any advertisements in connection with the Notes may be distributed or published, in or from any country or jurisdiction

except under circumstances that shall result in compliance with any applicable rules and regulations of any such country or jurisdiction;

(x) None

of the Issuer, the Co-Issuer or any of their Affiliates or any Person acting on behalf of any of the foregoing is (x) an individual or

entity currently the subject of any economic or financial sanctions, trade embargoes or other comprehensive prohibitions against transaction

activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time (“Sanctions”)

by any of (i) the United States, (ii) the United Nations Security Council, (iii) the European Union, (iv) the United Kingdom, (v) the

respective governmental institutions of any of the foregoing including, without limitation, His Majesty’s Treasury, the Office of

Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce, the U.S. Department of State and any other

agency of the U.S. government or (vi) any other governmental authority with jurisdiction over the Issuer or the Co-Issuer or any of their

respective subsidiaries, Affiliates or representatives (“Sanctions Authority”) or (y) under investigation for any Sanctions

violations and (ii) neither the Issuer nor the Co-Issuer is located, organized or resident in a country or territory that is the subject

of comprehensive country-wide or territory-wide Sanctions (any such country or territory, a “Sanctioned Country”) and

has not funded any of its obligations under the Transaction Documents with proceeds derived from dealings that would be prohibited by

Sanctions;

(y) No

forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act), contained in

either the Preliminary Offering Document or the Final Offering Document has been made or reaffirmed without a reasonable basis or has

been disclosed other than in good faith;

(z) None

of the Issuer, the Co-Issuer or the pool of Collateral is required, and none will be required as a result of the offer and sale of the

Notes and the application of the net proceeds thereof as described in the Offering Document and as contemplated by the other Transaction

Documents, to register as an “investment company” (as that term is defined in the 1940 Act), and neither the Issuer nor the

Co-Issuer is “controlled” by an “investment company” (each such term as defined in the 1940 Act) and neither the

Issuer nor the Co-Issuer will issue any securities other than those described in the Offering Document, or other than its ordinary shares

or membership interests, as the case may be;

(aa) (i) The purchase and

sale of the Purchased Notes pursuant to this Agreement, including the determination of the offering price of such Purchased Notes and

any related discounts and commissions, is an arm’s-length commercial transaction between the Co-Issuers, on the one hand, and the

Initial Purchaser, on the other hand, and the Co-Issuers are capable of evaluating and understanding and understand and accept the terms,

risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby

and the process leading to such transaction the Initial Purchaser is and has been acting solely as the initial purchaser of the Purchased

Notes and is not the financial advisor, agent (except to the extent provided in this Agreement) or fiduciary of either of the Co-Issuers

or any of their respective Affiliates, stockholders, creditors or employees or any other party; (iii) the Initial Purchaser has not assumed

and will not assume an advisory or fiduciary responsibility in favor of the Co-Issuers with respect to any of the transactions contemplated

hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising either of the

Co-Issuers on other matters) and the Initial Purchaser has no obligation to either of the Co-Issuers with respect to the offering contemplated

hereby except the obligations expressly set forth in this Agreement; (iv) the Initial Purchaser and its affiliates may be engaged in a

broad range of transactions that involve interests that differ from those of the Co-Issuers and the Initial Purchaser has no obligation

to disclose any of such interests by virtue of any advisory or fiduciary relationship; and (v) the Initial Purchaser has not provided

any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Co-Issuers have consulted their

own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate;

(bb) Each of the Co-Issuers

has authorized (through their respective counsel’s provision of final versions thereof to the Initial Purchaser) the Initial Purchaser

to use the Offering Document in connection with the offer and resale of the Purchased Notes;

(cc) Since the dates as of

which information is given in the Offering Document, except as stated therein or contemplated thereby, (i) there has been no event or

development (other than any decline in the value of the Collateral), involving either of the Co-Issuers that has resulted, or can reasonably

be expected to result, in a Material Adverse Effect, (ii) there have been no transactions entered into by either of the Co-Issuers, other

than those in the ordinary course of business, which are material with respect to either of the Co-Issuers and (iii) there has been no

dividend or distribution of any kind declared, paid or made by either of the Co-Issuers; and

(dd) The Issuer has given

a written representation and undertaking to the Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through

(D) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”) with respect to the Notes rated by such Rating Agency, and it

has complied with each such representation and undertaking.

Each of the Issuer and the Co-Issuer

acknowledges that the Initial Purchaser and, for purposes of the opinions to be delivered to the Initial Purchaser pursuant to Section

7 hereof, counsel to the Co-Issuers and counsel to the Initial Purchaser will rely upon the accuracy and truth of the foregoing representations

and hereby consents to such reliance.

5. Undertakings by

the Co-Issuers. Each of the Issuer and the Co-Issuer agrees (on its own behalf only) with the Initial Purchaser as follows:

(a) The

Issuer and the Co-Issuer shall advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in

writing, of the issuance by any state securities commission or any other applicable federal or state regulatory authority of any stop

order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction designated by

the Initial Purchaser pursuant to Section 5(b) hereof, or the initiation or threat of any proceeding by any state securities commission

or any other federal or state regulatory authority for such purpose. Each of the Co-Issuers shall use its best efforts to prevent the

issuance of any stop order or order suspending the qualification or exemption of any Notes under any state securities or blue sky laws

and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the

qualification or exemption of any Notes under any state securities or blue sky laws, the Co-Issuers shall each use its best efforts to

obtain the withdrawal or lifting of such order at the earliest possible time.

(b) Prior

to the completion of the distribution of the Notes (as determined by the Initial Purchaser), the Co-Issuers shall cooperate with, and

promptly take such action as directed by, the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration

or qualification of, or a notice or exemption filing for, the Notes for offer and sale under the securities or blue sky laws of such jurisdictions

as the Initial Purchaser may request and to continue such registration, qualification, notice or exemption filing in effect so long as

required and to file such consents to service of process or other documents as may be necessary in order to effect such registration,

qualification, notice or exemption filing; provided that neither the Issuer nor the Co-Issuer shall be required in connection therewith

to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it

to general consent to service of process or taxation other than as to matters and transactions relating to the Offering Document, in any

jurisdiction in which it is not now so subject.

of the Issuer and the Co-Issuer shall use its reasonable best efforts to obtain on or prior to the Closing Date all governmental authorizations

required in connection with the issuance and sale of the Notes to be issued on such date and the performance of its obligations hereunder

and under the other Transaction Documents to which it is a party, and to cause such authorizations to be continued in effect so long as

any of the Notes remains outstanding; provided that neither the Issuer nor the Co-Issuer shall be required in connection therewith to

qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to

general consent to service of process or taxation other than as to matters and transactions relating to the Offering Document, in any

jurisdiction in which it is not now so subject.

(d) The

Co-Issuers shall furnish to the Initial Purchaser without charge, as soon as practicable and thereafter from time to time prior to the

completion of the distribution of the Purchased Notes, as many copies of the Offering Document and of any amendments or supplements thereto

as the Initial Purchaser may reasonably request.

(e) If

at any time prior to the completion of the distribution of the Purchased Notes (as determined by the Initial Purchaser), any event occurs

as a result of which the Final Offering Document as then amended or supplemented would contain any untrue statement of a material fact

or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading, the Co-Issuers shall promptly so notify the Initial Purchaser and, upon the request of the Initial Purchaser, the Co-Issuers

shall prepare and furnish to the Initial Purchaser, subject to prior review by the Initial Purchaser as provided by paragraph (f) of this

Section 5, a reasonable number of copies of an amendment or supplement to the Final Offering Document that shall correct such statement

or omission.

(f) The

Co-Issuers shall not publish any amendment or supplement to the Final Offering Document unless a copy has been furnished to the Initial

Purchaser for its review, and the Co-Issuers shall not publish any such proposed amendment or supplement to which the Initial Purchaser

reasonably objects unless counsel to the Co-Issuers advises the Co-Issuers, in a written opinion, with a copy to the Initial Purchaser,

that (i) without such proposed amendment or supplement the Final Offering Document, as then amended or supplemented, contains an untrue

statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading or (ii) such proposed amendment or supplement is required pursuant to an order of a regulatory

authority having jurisdiction over the Issuer or the Co-Issuer.

(g) None

of the Issuer, the Co-Issuer, any of their respective Affiliates or any Person acting on their behalf shall engage in any “directed

selling efforts” (as that phrase is defined in Regulation S) with respect to the Notes, and the Issuer, the Co-Issuer, their respective

Affiliates and each Person acting on their behalf shall comply with the applicable offering restrictions requirements of Regulation S.

(h) The

Co-Issuers shall promptly prepare, upon the reasonable request of the Initial Purchaser, any amendments of or supplements to the Final

Offering Document that in the opinion of the Initial Purchaser may be reasonably necessary to enable the Initial Purchaser to continue

to sell Purchased Notes, subject to the approval of the Initial Purchaser’s counsel.

(i) Neither

the Issuer nor the Co-Issuer shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as

defined in the Securities Act) which is substantially similar to any of the Notes the result of which would cause the offer and sale of

the Notes pursuant to this Agreement to fail to be entitled to the exemption from registration afforded by Section 4(a)(2) of the Securities

Act or Rule 144A or Regulation S thereunder.

(j) Except

as otherwise set forth herein, neither the Issuer nor the Co-Issuer shall publish or disseminate any material in connection with the offering

of the Notes unless the Initial Purchaser shall have consented to the publication or use thereof.

(k) At

all times during the period commencing on the date hereof and ending on the earliest to occur of (i) the completion of the distribution

of the Purchased Notes (as determined by the Initial Purchaser) and (ii) the termination of this Agreement in accordance with Section

9 hereof, the Co-Issuers shall extend, and shall use best efforts to cause the Collateral Manager to extend, to each prospective investor

the opportunity to ask questions of, and receive answers from, the Issuer, the Co-Issuer and/or the Collateral Manager concerning their

business, management and financial affairs, and the Notes and the terms and conditions of the offering thereof, and to obtain any information

such prospective investors may consider necessary in making an informed investment decision or in order to verify the accuracy of the

information set forth in the Offering Document, to the extent the Issuer, the Co-Issuer or the Collateral Manager, as the case may be,

possesses the same or can acquire it without unreasonable effort or expense; provided that the Co-Issuers shall permit representatives

of the Initial Purchaser to be present at, or participate in, any meeting or telephone conference between the Issuer or the Co-Issuer,

as the case may be, or the Collateral Manager, and any prospective investor identified by the Initial Purchaser, and shall give the Initial

Purchaser reasonable notice thereof, and the Co-Issuers shall not furnish any such written information to any such prospective investor

without first giving the Initial Purchaser a reasonable opportunity to review and comment on such information.

(l) So

long as any of the Notes remain outstanding, and at any time that the Co-Issuers are not subject to Section 13 or Section 15 of the Exchange

Act, the Co-Issuers shall make available to any holder of Notes in connection with any sale thereof, and any prospective purchaser of

any such Notes from such holder, the information (“Rule 144A Information”) required by Rule 144A(d)(4) under the Securities

Act.

(m) Neither

the Issuer nor the Co-Issuer shall solicit any offer to buy from or offer to sell to any Person any Purchased Notes, except through the

Initial Purchaser.

(n) Neither

the Issuer nor the Co-Issuer shall solicit any offer to buy, offer or sell the Notes by means of any form of general solicitation or general

advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2)

of the Securities Act.

(o) Each

of the Issuer and the Co-Issuer shall comply with all of its respective covenants contained herein, in the Indenture and each other Transaction

Document to which it is a party or by which it is bound.

(p) Neither

the Issuer nor the Co-Issuer shall enter into any contractual agreement with respect to the distribution of the Purchased Notes except

for this Agreement.

(q) The

Issuer shall apply the net proceeds from the sale of the Notes sold by it in the manner described under the caption “Use of Proceeds”

in the Offering Document.

(r) The

Issuer shall cooperate with the Initial Purchaser and use its best efforts to permit the Global Notes to be eligible for clearance and

settlement through the facilities of DTC.

(s) The

Issuer will comply with the representations made by it to the Rating Agency in accordance with paragraph (a)(3)(iii) of Rule 17g-5 with

respect to the Notes rated by such Rating Agency.

(t) [Reserved].

(u) In

the case of the Issuer, it shall provide instructions to DTC that it take the following (or similar) actions with respect to the Global

Notes eligible to be transferred pursuant to Rule 144A (the “Rule 144A Global Notes”) to:

(i) ensure

that all CUSIP numbers identifying the Rule 144A Global Notes have a “fixed field” attached thereto that contain “3c7”

and “144A” indicators;

(ii) indicate

by means of the marker “3c7” in the DTC 20-character security descriptor and the DTC 48-character additional descriptor that

sales are limited to QIB/QPs;

(iii) where

the DTC deliver order ticket sent to purchasers by DTC after settlement is physical, print the 20-character security descriptor on it;

where the DTC deliver order ticket is electronic, employ a “3c7” indicator and make a user manual containing a description

of the relevant restriction available to participants;

(iv) ensure

that DTC’s Reference Directory contains an accurate description of the restrictions on the holding and transfer of the Rule 144A

Global Notes due to the Issuer’s reliance on the exclusion to registration provided by Section 3(c)(7) of the 1940 Act;

(v) send

an “Important Notice” outlining the Section 3(c)(7) restrictions applicable to the Rule 144A Global Notes to all DTC participants

in connection with the initial offering;

(vi) ensure

that DTC’s Reference Directory includes each Class of Rule 144A Global Notes (and the applicable CUSIP numbers for such Notes) in

the listing of Section 3(c)(7) issues together with an attached description of the limitations as to the distribution, purchase, sale

and holding of the Rule 144A Global Notes; and

(vii) deliver

to the Issuer a list of all DTC participants holding an interest in the Rule 144A Global Notes.

(v) In

the case of the Issuer, it shall provide instructions to Bloomberg LP that it take the following (or similar) actions with respect to

any Bloomberg screen containing information about the Rule 144A Global Notes:

(i) the

“Note Box” on the bottom of the “Security Display” page describing the Rule 144A Global Notes shall state: “Iss’d

Under 144A/3c7”;

(ii) the

“Security Display” page shall have the flashing red indicator stating “See Other Available Information”;

(iii) the

indicator shall link to the “Additional Security Information” page, which shall state that the Rule 144A Global Notes “are

being offered to persons who are both (x) qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) and (y)

qualified purchasers (as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended)”; and

(iv) a

statement on the “Disclaimer” page for the Rule 144A Global Notes shall appear that such Notes will not be and have not been

registered under the U.S. Securities Act, that the Issuer has not been registered under the Investment Company Act and that the Rule 144A

Global Notes may only be offered or sold in accordance with Section 3(c)(7) of the Investment Company Act.

(w) In

the case of the Issuer, it shall provide instructions to Reuters that it take the following (or similar) actions with respect to the Rule

144A Global Notes:

(i) a

“144A – 3c7” notation shall be included in the security name field at the top of the Reuters Instrument Code screen;

(ii) a

<144A3c7Disclaimer> indicator shall appear on the right side of the Reuters Instrument Code screen; and

(iii) a

link from such <144A3c7Disclaimer> indicator to a disclaimer screen shall contain the following language: “These Notes may

be sold or transferred only to Persons who are both (i) qualified institutional buyers, as defined in Rule 144A under the U.S. Securities

Act of 1933 (as amended), and (ii) qualified purchasers, as defined under Section 3(c)(7) under the U.S. Investment Company Act of 1940

(as amended),”.

(x) In

the case of the Issuer, it shall give direction to any third-party vendor, of which it is aware, to ensure that any other third-party

vendor screens containing information about the Rule 144A Global Notes, substantially similar to the information set forth in clauses

(i) through (iii) of Section 5(w).

(y) The

Issuer and the Co-Issuer shall (A) comply with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws, and maintain or be

subject to policies and procedures reasonably designed to ensure compliance with, all applicable Anti-Money Laundering Laws and Anti-Corruption

Laws, (B) conduct requisite due diligence in connection with the transactions contemplated by the Offering Document for purposes of complying

with all applicable Anti-Money Laundering Laws, (C) ensure it does not use or permit to be used any of the proceeds from the sale of the

Notes in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, and (D) ensure it does not fund or permit to be funded any

payment obligation under the Transaction Documents in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

For purposes of this clause

(y), the following terms shall have the below set forth meaning:

“Anti-Corruption Laws”

means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery

or anti-corruption laws, regulations or ordinances in any jurisdiction in which the Issuer, the Co-Issuer, or the Collateral Manager is

located or doing business.

“Anti-Money Laundering

Laws” means applicable laws, regulations or ordinances in any jurisdiction in which the Issuer, the Co-Issuer, or the Collateral

Manager is located or doing business that relates to money laundering or terrorism financing, any predicate crime to money laundering,

or any financial record keeping and reporting requirement related thereto.

(z) The

Issuer and the Co-Issuer shall not, directly or indirectly, use the proceeds from the sale of the Notes, or lend, contribute or otherwise

make available such proceeds (A) to any subsidiary, joint venture partner or other Person, to fund any activities of or business with

any Person that, at the time of such funding, is a Restricted Party or reasonably expected to become so designated, or currently involved

in any publicly recorded claim, action, suit, proceedings or investigation with regard to Sanctions and (B) in any manner that would result

in a violation of Sanctions.

For purposes of this clause

(z), the following terms shall have the below set forth meaning:

“Restricted Party”

means any Person that is (i) listed on, or owned or controlled by a Person listed on, a Sanctions List, (ii) a government of a Sanctioned

Country, (iii) an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned

Country, (iv) resident or located in, operating from, or incorporated under the laws of, a Sanctioned Country or (v) otherwise a target

of Sanctions.

“Sanctions List”

means any of the lists of specifically designated nationals, non-SDN menu-based sanctions targets (or equivalent), sectoral sanctions

identification entities (or equivalent), or designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority,

each as amended, supplemented or substituted from time to time.

6. Offering

Restrictions. (a) The Initial Purchaser represents and agrees that it has not offered or sold, and it will not offer or sell, the

Purchased Notes to any person who is not an Eligible Investor of the type as set forth in clauses (i)(A), (i)(B) or (ii) of the definition

thereof.

(b) The

Initial Purchaser represents and warrants that it is (i) an Institutional Accredited Investor and (ii) a QIB/QP.

Initial Purchaser represents that it has not solicited any offer to buy or offered, and agrees that it will not solicit any offer to buy

or offer, the Purchased Notes by means of any form of general solicitation or general advertising (as those terms are used in Rule 502(c)

under the Securities Act).

(d) The

Initial Purchaser represents that it has not engaged and agrees that it, its affiliates and any person acting on its or their behalf,

will not engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Purchased Notes, and that

it has complied and will comply with the applicable offering restriction requirements of Regulation S.

(e) The

Initial Purchaser agrees that it has not offered or sold, and that it will not offer or sell, the Notes to the public in the Cayman Islands.

(f) The

Initial Purchaser represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause

to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services

and Markets Act 2000 (“FSMA”)) received by it in connection with the issuance or sale of any Notes in circumstances

in which Section 21(1) of the FSMA does not apply to the Co-Issuers; and (ii) it has complied and will comply with all applicable provisions

of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

(g) The

Initial Purchaser represents that it will comply with all requirements of U.S. federal and state law, and all regulatory rules and procedures

with respect to anti-money laundering obligations and know your customer obligations as they relate to the offer and sale of the Purchased

Notes, including without limitation, applicable rules and regulations under the USA PATRIOT Act (Uniting and Strengthening America by

Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended).

(h) The

Initial Purchaser acknowledges and agrees that any purchases, placements and resales of the Purchased Notes by it are restricted as described

under “Transfer Restrictions” in the Offering Document and the Indenture.

(i) The

Initial Purchaser represents and agrees that it is not a retirement plan or other plan that is subject to Section 406 of the U.S. Employee

Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of

1986, as amended (the “Code”), or any entity whose underlying assets include “plan assets” by reason of

such plan investment in the entity, or a governmental, church non-U.S. or other plan which is subject to any federal, state, local or

non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

(j) The

Initial Purchaser represents and agrees that:

(i) it

has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any retail

investor in the United Kingdom. For purposes of this provision:

(1) the

expression “retail investor” means a person who is neither (i) a professional client, as defined in point (8) of Article 2(1)

of Regulation (EU) No 600/2014 as it forms part of assimilated law in the UK by virtue of the European Union (Withdrawal) Act 2018 (as

amended, including (but not limited to) by way of the Retained EU Law (Revocation and Reform) Act 2023) (“EUWA”); nor

(ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024; and

(2) the

expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer

and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

(ii) it

has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Purchased Notes to any retail

investor in the European Economic Area. For purposes of this provision:

(1) the

expression “retail investor” means a person who is one (or more) either: (i) a retail client as defined in point (11) of Article

4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97

(as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in Regulation (EU) 2017/1129; and

(2) the

expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer

and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

(k) At

or prior to confirmation of sale of any Notes in reliance on Regulation S, it will have sent to each distributor, dealer or other person

to which it sells such Notes during the distribution compliance period (as defined in Regulation S) a written confirmation or notice to

substantially the following effect:

“The Notes covered hereby have not

been and will not be registered under the U.S. Securities Act and may not be offered, sold, resold, delivered or transferred within the

United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until

40 days after the later of the Closing Date and the commencement of the offering of the Notes, except in accordance with Regulation S

or Rule 144A under the U.S. Securities Act. Terms used above have the meanings given to them by Regulation S under the U.S. Securities

Act.”

7. Conditions

Precedent. The obligations of the Initial Purchaser hereunder shall be subject to the accuracy of the representations and warranties

of the Co-Issuers contained herein as of the date hereof and as of the Closing Date (as if made on the Closing Date), to the accuracy

of the statements of the Co-Issuers made in any certificates delivered pursuant hereto on such date, to the performance by the Co-Issuers

of their respective obligations hereunder and to the following additional conditions:

(a) Each

of the Issuer and the Co-Issuer shall have obtained all governmental authorizations required in connection with the issuance and sale

of the Notes and the performance of its obligations hereunder and under the other Transaction Documents to which it is a party.

(b) Each

of the Issuer and the Co-Issuer shall have furnished to the Initial Purchaser a certificate of the Issuer or the Co-Issuer, as the case

may be, signed by a director or manager of the Issuer or the Co-Issuer, as the case may be, dated the Closing Date, to the effect that:

(i) such

director or manager has examined the Final Offering Document, the Indenture and this Agreement;

(ii) in

the opinion of the Issuer or the Co-Issuer (as applicable) the information in the Final Offering Document (other than (A) the Collateral

Manager Information (as defined in the Final Offering Document) and (B) the Initial Purchaser Information), as of the date thereof (including

as of the date of any supplement thereto on or prior to the date of the certificate) and as of the Closing Date, does not contain any

untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements therein, in

the light of the circumstances under which they were made, not misleading;

(iii) the

representations and warranties of the Issuer or the Co-Issuer, as the case may be, in the Indenture and this Agreement are true and correct

in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; and

(iv) the

Issuer or the Co-Issuer, as the case may be, has performed all its obligations and satisfied all the conditions on its part to be satisfied

at or prior to the Closing Date.

Co-Issuers shall have furnished to the Initial Purchaser the opinions of Dechert LLP, special U.S. counsel to the Co-Issuers, and of Maples

and Calder (Cayman) LLP, Cayman Islands counsel to the Issuer, each dated the Closing Date and in form and substance satisfactory to the

Initial Purchaser.

(d) The

Trustee shall have furnished to the Initial Purchaser the opinion of Dentons US LLP, counsel to the Trustee and the Collateral Administrator,

dated the Closing Date and in form and substance satisfactory to the Initial Purchaser.

(e) The

Collateral Manager shall have furnished to the Initial Purchaser the opinion of Dechert LLP, counsel to the Collateral Manager, dated

the Closing Date and in form and substance satisfactory to the Initial Purchaser.

(f) The

conditions precedent to the performance by the Co-Issuers of their respective obligations under the Indenture shall have been satisfied.

(g) The

Co-Issuers shall have furnished to the Initial Purchaser the negative assurance letter of Dechert LLP, special U.S. counsel to the Co-Issuers

and to the Collateral Manager, dated the Closing Date and in form and substance satisfactory to the Initial Purchaser.

(h) [Reserved].

(i) Subsequent

to the date as of which information is given in the Offering Document, (i) there shall not have occurred any change, or any development

involving a prospective change in the condition, financial or otherwise, or the earnings, business, management or operations of the Issuer

or the Co-Issuer and (ii) there shall not have been any change or any development involving a prospective change in the capital stock

or in the long-term debt of the Issuer or the Co-Issuer, the effect of which, in any case is, in the judgment of the Initial Purchaser,

so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated

by the Offering Document or this Agreement.

(j) On

the Closing Date, the Transaction Documents shall have been executed and delivered by the parties thereto in form reasonably satisfactory

to the Initial Purchaser, the Initial Purchaser shall have received a counterpart, conformed as executed, of such documents and such documents

shall be in full force and effect.

(k) [Reserved].

(l) On

the Closing Date, the Initial Purchaser shall have received evidence of payment in immediately available funds of the expenses described

in Section 3 hereof.

(m) On

the Closing Date, the Initial Purchaser shall have received satisfactory

evidence that the Rating Agency has assigned its ratings to each Class of Notes being issued on the Closing Date as set forth in the Final

Offering Document.

(n) The

Collateral Manager shall have furnished to the Initial Purchaser a

certificate, dated the Closing Date, signed by a senior executive officer of the Collateral Manager certifying that:

(i) the

Collateral Manager has examined the Final Offering Document;

(ii) in

the opinion of the Collateral Manager, the Collateral Manager Information (as defined in the Final Offering Document), as of the date

thereof (including as of the date of any supplement thereto on or prior to the date of the certificate) and as of the Closing Date, does

not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading; and

(iii) as

of the Closing Date, to the best of its knowledge, there has been no event or development with respect to the Collateral Manager or any

of its Affiliates that could reasonably be expected to result in a material adverse effect on the issuance, offer or sale of the Notes

as contemplated by the Offering Document or on the ability of the Collateral Manager to perform, in all material respects, its obligations

under the Collateral Management Agreement.

(o) Prior to the Closing

Date, the Co-Issuers shall furnish to the Initial Purchaser such further information, certificates and documents as the Initial

Purchaser may reasonably request.

If any of the conditions specified

in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if the representations in Section

4 contain any inaccuracies, or if any of the opinions and certificates referred to in or contemplated by this Agreement shall not

be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel, this Agreement and all obligations of the Initial

Purchaser hereunder may be canceled by the Initial Purchaser at, or at any time prior to, the Closing Date. Notice of such cancellation

shall be given to the Co-Issuers in writing or by telephone or facsimile confirmed in writing.

8. Indemnification

and Contribution. (a) Each of the Issuer and the Co-Issuer, jointly and severally, agrees to indemnify and hold harmless the

Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls the Initial Purchaser

within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to

which the Initial Purchaser or such affiliate, director, officer, employee or controlling person may become subject, under the

Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in

settlement of any litigation, if such settlement is effected with the written consent of the Issuer), insofar as such loss, claim,

damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is connected with the

consummation of the transactions contemplated by the Preliminary Offering Document or the Final Offering Document or the execution

and delivery of, and the consummation of the transactions contemplated by, this Agreement or the Transaction Documents, including,

without limitation, any such loss, claim, damage, liability or expense which arises out of or is based upon: (i) any untrue

statement or alleged untrue statement of a material fact contained in the Offering Document (or any amendment or supplement

thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading; (ii) in whole or in part, any inaccuracy in the

representations and warranties of the Co-Issuers contained herein; (iii) in whole or in part, any failure of the Co-Issuers to

perform their obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by the

Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part

of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i)

above; and to reimburse the Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and

all expenses (including the fees and disbursements of counsel chosen by the Initial Purchaser ) as such expenses are reasonably

incurred by the Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with

investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that

the foregoing indemnity agreement shall not apply, with respect to the Initial Purchaser, to any loss, claim, damage, liability or

expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or

omission or alleged omission made in reliance upon and in conformity with the Initial Purchaser Information. The indemnity agreement

set forth in this Section 8(a) shall be in addition to any liabilities that the Co-Issuers may otherwise have.

(b) The

Initial Purchaser agrees to indemnify and hold harmless the Co-Issuers, their respective directors or managers and each person, if any,

who controls the Issuer or the Co-Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage,

liability or expense, as incurred, to which the Co-Issuers or any such director or controlling person may become subject, under the Securities

Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of

any litigation, if such settlement is effected with the written consent of the Initial Purchaser), insofar as such loss, claim, damage,

liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged

untrue statement of a material fact contained in the Offering Document (or any amendment or supplement thereto), or the omission or alleged

omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement

or omission or alleged omission was made in the Offering Document (or any amendment or supplement thereto), in reliance upon and in conformity

with the Initial Purchaser Information; and to reimburse the Co-Issuers and each such director, manager or controlling person for any

and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Co-Issuers or such

director, manager or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim,

damage, liability, expense or action. Each of the Issuer and Co-Issuer hereby acknowledges and agrees that the only information that has

been furnished to the Co-Issuers by or on behalf of the Initial Purchaser expressly for use in the Offering Document (or any amendment

or supplement thereto) are its name and address (the “Initial Purchaser Information”). The indemnity agreement set

forth in this Section 8(b) shall be in addition to any liabilities that the Initial Purchaser may otherwise have.

after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party

will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party

in writing of the commencement thereof; provided that the failure to so notify the indemnifying party will not relieve it from any liability

which it may have to any indemnified party under this Section 8 except to the extent that it has been materially prejudiced by

such failure (through the forfeiture of substantive rights and defenses) and shall not relieve the indemnifying party from any liability

that the indemnifying party may have to an indemnified party other than under this Section 8. In case any such action is brought

against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying

party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly

notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party,

to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided if the defendants in any such action

include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict

may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that

there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available

to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses

and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from

the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and

approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section

8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i)

the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being

understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with

local counsel (in each jurisdiction)), which shall be selected by the Initial Purchaser (in the case of counsel representing the Initial

Purchaser or its related persons), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party

shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after

notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying

party.

(d) The

indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent,

which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying

party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or

judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse

the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it

shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more

than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed

the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement

prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect

any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which

any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless

such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that

are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability

or failure to act by or on behalf of any indemnified party.

(e) If

the indemnification provided for in this Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold

harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying

party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims,

damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received

by the Co-Issuers, on the one hand, and the Initial Purchaser, on the other hand, from the offering of the Purchased Notes pursuant to

this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate

to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Co-Issuers, on the one hand,

and the Initial Purchaser, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and

warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Co-Issuers shall be deemed to be equal to the total net proceeds from the sale of the Purchased

Notes hereunder (before deducting expenses), and benefits received by the Initial Purchaser shall be deemed to be equal to the total purchase

discounts and commissions or fees received by the Initial Purchaser from the Co-Issuers in connection with the purchase of the Purchased

Notes hereunder. The relative fault of the Co-Issuers, on the one hand, and the Initial Purchaser, on the other hand, shall be determined

by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission

to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the

Co-Issuers, on the one hand, or the Initial Purchaser, on the other hand, and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such statement or omission or inaccuracy.

The amount paid or payable by

a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to

the limitations set forth above, any legal or other fees or expenses reasonably incurred by such party in connection with investigating

or defending any action or claim. The provisions set forth in this Section 8 with respect to notice of commencement of any action

shall apply if a claim for contribution is to be made under this Section 8(e); provided that no additional notice shall be required

with respect to any action for which notice has been given under this Section 8 for purposes of indemnification.

The Co-Issuers and the Initial

Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were determined by pro rata

allocation (even if the Initial Purchaser were treated as one entity for such purpose) or by any other method of allocation which does

not take account of the equitable considerations referred to in this Section 8(e).

Notwithstanding the provisions

of this Section 8, the Initial Purchaser shall not be required to make contributions hereunder that in the aggregate exceed the

amount by which (a) the sum of, without duplication, (i) any purchase discount, commission or fee applicable to the Purchased Notes purchased

by the Initial Purchaser hereunder plus (ii) the excess of the total price at which the Purchased Notes are sold to investors by the Initial

Purchaser over the price paid by the Initial Purchaser to the Co-Issuers for the Purchased Notes exceeds (b) the aggregate amount of any

damages that the Initial Purchaser has otherwise been required to pay in respect of the same or any substantially similar claim. No person

guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from

any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8(e), each director, officer and

employee of the Initial Purchaser and each person, if any, who controls the Initial Purchaser within the meaning of the Securities Act

and the Exchange Act shall have the same rights to contribution as the Initial Purchaser, and each director of the Issuer and each manager

of the Co-Issuer, and each person, if any, who controls the Issuer or the Co-Issuer within the meaning of the Securities Act and the Exchange

Act shall have the same rights to contribution as the Co-Issuers.

9. Termination.

The Initial Purchaser, in its absolute discretion, by notice to the Co-Issuers, may terminate this Agreement at any time prior to delivery

of and payment for the Purchased Notes if, prior to such time, (i) either of the Co-Issuers shall have failed, refused or been unable

to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto; (ii) trading

generally shall have been suspended or limited or minimum prices shall have been established on or by, as the case may be, any of the

New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile

Exchange or the Chicago Board of Trade; (iii) a general banking moratorium shall have been declared by any of federal, New York or Cayman

Islands authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis

or calamity (including, without limitation, a terrorist attack), or any change in the United States or international financial markets,

or any substantial change or development involving a prospective substantial change in United States’ or international political,

financial or economic conditions, as in the judgment of the Initial Purchaser is material and adverse and makes it impracticable or inadvisable

to proceed with the offering, sale or delivery of the Notes in the manner and on the terms described in the Offering Document or to enforce

contracts for the sale of securities; (v) any federal or state statute, regulation, rule or order of any court or other governmental authority

shall have been enacted or published or promulgated which, in the opinion of the Initial Purchaser, materially and adversely affects,

or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Co-Issuers; or (vi)

the Co-Issuers shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the

judgment of the Initial Purchaser may interfere materially with the conduct of the business and operations of the Co-Issuers regardless

of whether or not such loss shall have been insured.

Any termination pursuant to

this Section 9 shall be without liability on the part of (i) the Co-Issuers to the Initial Purchaser, except that the Co-Issuers

shall be obligated to reimburse the expenses of the Initial Purchaser pursuant to Section 3 hereof, (ii) the Initial Purchaser

to the Co-Issuers, or (iii) any party hereto to any other party except that the provisions of Section 8 hereof shall at all times

be effective and shall survive any termination of this Agreement.

10. [Reserved].

11. Representations

and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements set forth in

or made by or on behalf of the Co-Issuers and the Initial Purchaser, respectively, pursuant to this Agreement, shall remain in full force

and effect (in the case of the Co-Issuers, regardless of any investigation or any statements as to the results thereof made by or on behalf

of the Initial Purchaser or any officer, director, employee or controlling Person of the Initial Purchaser) regardless of the completion

of the arrangements for the purchase and issuance of the Notes or any investigation made by or on behalf of the Initial Purchaser. The

provisions of Sections 3, 8, 13, 14, 15 and 20 hereof shall survive the termination or cancellation

of this Agreement.

12. Notices.

(a) Any

notice or communication shall be given by letter or facsimile, in the case of notices to the Issuer, to it at:

Palmer Square BDC CLO 1, Ltd.

c/o MaplesFS Limited

P.O. Box 1093, Boundary Hall Cricket Square

Grand Cayman, KY1-1102

Cayman Islands

Attention: The Directors Fax: (345) 945-7100

Email: cayman@maples.com

with a copy to:

Maples and Calder (Cayman) LLP

P.O. Box 309, Ugland House

Grand Cayman KY1-1104,

Cayman Islands

Re: Palmer Square BDC CLO 1, Ltd

in the case of notices to the Co-Issuer, to it

at:

Palmer Square BDC CLO 1, LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: Independent Manager

in the case of notices to the Initial Purchaser,

to it at:

BofA Securities, Inc.

One Bryant Park, 3rd Floor

New York, New York 10036

Telephone Number: (212) 230-9620

Email: dg.clo_primary@bofa.com

Attention: Global Credit and Special Situations Structured Products Group

with a copy to:

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Email: dg.legal_notices_mlpfs@baml.com

Attention: Legal Department

(b) Any

such communication shall take effect, in the case of a letter, at the time of delivery and in the case of facsimile, at the time of dispatch

and, in the case of email, at the time of receipt.

communication by facsimile shall be confirmed by mail but failure to send or receive the letter of confirmation shall not invalidate the

original communication.

(d) Notwithstanding

the foregoing, any notice or other communication to be provided by the Initial Purchaser pursuant to this Agreement shall be effective

when sent to the address of the Issuer and/or the Co-Issuer (as applicable) provided in Section 12(a) without regard to the delivery to

any other persons required to be copied on distributions to the Issuer or the Co-Issuer (as applicable). Any failure by the Initial Purchaser

to provide copies to such other entities or persons shall in no way abrogate, invalidate or otherwise affect the validity or enforceability

of the notice or communication or the matters set forth therein.

13. Governing Law. THIS

AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, 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.

14. Jurisdiction;

Judgment Currency. (a) Each of the Issuer and the Co-Issuer hereby irrevocably submits, to the extent permitted by applicable law,

to the exclusive jurisdiction of any New York State or United States federal court sitting in the Borough of Manhattan in the City of

New York in any action or proceeding arising out of or relating to this Agreement, the Offering Document or the Notes, and the Co-Issuers

and the Initial Purchaser hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined

in any of such courts. To the fullest extent permitted by applicable law, each of the Issuer and the Co-Issuer agrees that a final judgment

obtained in any such court described above in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on such judgment or in any other manner provided by law. In connection with the Original Closing Date, the Co-Issuers irrevocably

designated and appointed an agent to receive service of process in any proceedings in the City and County of New York, and the same process

agent is appointed under the Indenture with respect to the Closing Date; provided that failure to deliver a copy of any service of process

to the Co-Issuers or in care of the Co-Issuers shall not affect the validity or effectiveness of any such service of process. The Co-Issuers

agree that service of process on the aforementioned agent or service of process on the Co-Issuers in any other manner permitted by law

shall be deemed in every respect effective service of process.

(b) To

the extent that the Issuer, the Co-Issuer or the Initial Purchaser has or hereafter may acquire any immunity from jurisdiction of any

such court referred to above, or from any legal process (whether through service or notice, attachment prior to judgment, attachment in

aid of execution, execution or otherwise) with respect to itself or its property, such Person hereby irrevocably waives, to the extent

permitted by applicable law, such immunity in respect of its obligations under this Agreement.

Co-Issuers and the Initial Purchaser hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection, including,

without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter

have to the bringing of any such action or proceeding in such respective courts referred above.

(d) If

for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. Dollars,

the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be at the rate at

which in accordance with normal banking procedures the Initial Purchaser could purchase U.S. Dollars with such other currency in the City

of New York on the Business Day preceding that on which final judgment is given. The obligations of the Co-Issuers in respect of any sum

due from them to the Initial Purchaser shall, notwithstanding any judgment in a currency other than U.S. Dollars, not be discharged until

the first Business Day, following receipt by the Initial Purchaser of any sum adjudged to be so due in such other currency, on which (and

only to the extent that) the Initial Purchaser may, in accordance with normal banking procedures, purchase U.S. Dollars with such other

currency; if the U.S. Dollars so purchased are less than the sum originally due to the Initial Purchaser hereunder, the Co-Issuers agree,

as a separate obligation and notwithstanding any such judgment, to indemnify the Initial Purchaser against such loss.

15. No Bankruptcy

Petition/Limited Recourse. (a) The Initial Purchaser covenants and agrees that, 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 the Notes issued by the

Co-Issuers, it will not institute against, or join any other Person in instituting against, the Co-Issuers or any Issuer Subsidiary

any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy,

insolvency, reorganization or similar law in any jurisdiction.

(b) Notwithstanding

any other provision of this Agreement, the obligations of the Issuer hereunder are limited-recourse obligations and the obligations of

the Co-Issuer hereunder are non-recourse obligations, in each case, payable solely from the Collateral Obligations and all other Collateral

pledged by the Issuer pursuant to the Indenture in accordance with the terms of the Indenture and following realization thereof and reduction

thereof to zero, all payment obligations of and all claims against the Co-Issuers hereunder or arising in connection herewith shall be

extinguished and shall not thereafter revive. No recourse may be had under this Agreement against any employee, agent, officer, partner,

member, shareholder, manager or director of any party hereto (collectively, the “Associated Persons”), in respect of

the transactions contemplated by this Agreement, it being expressly agreed and understood that this Agreement is solely an obligation

of each of the parties hereto and that no personal liability whatever shall attach to or be incurred by any Associated Person under or

by reason of the obligations, representations and agreements of the parties contained in this Agreement, or implied therefrom.

16. Successors

and Assigns. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and

assigns, and no other person will have any right or obligations hereunder.

17. Counterparts. This

Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall

constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by electronic portable

document file (.pdf) shall be as effective as delivery of a manually executed counterpart of this Agreement.

18. Power

of Attorney. If this Agreement is executed by or on behalf of any party hereto by a Person acting under a power of attorney given

by such party, such Person hereby states that at the time of execution hereof such Person has no notice of revocation of the power of

attorney by which such Person has executed this Agreement as such attorney.

19. Severability.

Should any one or more of the provisions of this Agreement be determined to be invalid, inoperative, illegal or unenforceable because

it conflicts with any provisions of any constitution, statute or rule of public policy, all other provisions of this Agreement will be

given effect separately from the provisions determined to be invalid, inoperative, illegal or unenforceable and shall not be affected

thereby.

20. Entire

Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Co-Issuers and the

Initial Purchaser with respect to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement

has been entered into on the date first set forth above.

PALMER SQUARE BDC CLO 1, LTD,

as Issuer

By:

/s/ Cleveland Stewart

Name:

Cleveland Stewart

Title:

Director

[Signature Page to Refinancing Note Purchase Agreement]

PALMER SQUARE BDC CLO 1, LLC,

as Co-Issuer

By:

/s/ Donald J. Puglisi

Name

Donald J. Puglisi

Title:

Independent Manager

[Signature Page to Refinancing Note Purchase Agreement]

BOFA SECURITIES, INC.,

as Refinancing Initial Purchaser

By:

/s/ Edward Tang

Name:

Edward Tang

Title:

Managing Director

[Signature Page to Refinancing Note Purchase Agreement]

SCHEDULE A

Principal Amount of Notes to be Purchased

Purchased Notes

Aggregate

Principal

Purchase Price

(as a percentage of

the Aggregate

Principal Amount

of the Purchased

Purchase

Class of Notes

Amount (U.S.$)

Notes)

Price (U.S.$)

Class A-R Notes

$ 228,000,000

100 %

$ 228,000,000

Class B-R Notes

$ 72,000,000

100 %

$ 72,000,000

Total:

$ 300,000,000

A-1

EX-10.4

Filename: ea029807301ex10-4.htm · Sequence: 3

Exhibit

10.4

EXECUTION

VERSION

FIRST SUPPLEMENTAL INDENTURE

dated as of July 15, 2026

among

PALMER SQUARE BDC CLO 1, LTD.

as Issuer

and

PALMER SQUARE BDC CLO 1, LLC

as Co-Issuer

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

the Indenture, dated as of May 23, 2024,

among the Issuer, the Co-Issuer and the Trustee

THIS FIRST SUPPLEMENTAL INDENTURE,

dated as of July 15, 2026 (this “Supplemental Indenture”), among Palmer Square BDC CLO 1, Ltd., an exempted company incorporated

with limited liability under the laws of the Cayman Islands, as Issuer (the “Issuer”), Palmer Square BDC CLO 1, LLC,

a limited liability company formed under the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer,

the “Co-Issuers”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), is

entered into pursuant to the terms of the Indenture, dated as of May 23, 2024, among the Issuer, the Co-Issuer and the Trustee (as amended,

modified or supplemented from time to time, the “Indenture”). Capitalized terms used in this Supplemental Indenture that

are not otherwise defined herein have the meanings assigned thereto in Section 1.1 of the conformed indenture attached as Annex A

hereto.

PRELIMINARY STATEMENT

WHEREAS, pursuant to Section 8.1(xi)(C)

of the Indenture, without the consent of the Holders of any Notes but with the written consent of the Collateral Manager, the Co-Issuers,

when authorized by Board Resolutions, and the Trustee, may enter into one or more supplemental indentures to make such changes as shall

be necessary to permit the Co-Issuers to issue or co-issue, as applicable, replacement securities in connection with a Refinancing, and

to make such other changes as shall be necessary to facilitate a Refinancing;

WHEREAS, pursuant to Section 8.1(xxvi)

of the Indenture, without the consent of the Holders of any Notes but with the written consent of the Collateral Manager and a Majority

of the Subordinated Notes, the Co-Issuers, when authorized by Board Resolutions, and the Trustee, may enter into one or more supplemental

indentures to make such changes as shall be necessary to facilitate a Refinancing in whole of all the Classes of the Secured Notes in

accordance with the provisions of Article IX of the Indenture, which may include (a) effecting an extension of the end of the Reinvestment

Period, (b) effecting an extension of the Non Call Period, (c) modifying the Weighted Average Life Test, (d) providing for a stated maturity

of the replacement notes or loans or other financial arrangements issued or entered into in connection with such Refinancing that is later

than the Stated Maturity of the Secured Notes, (e) effecting an extension of the Stated Maturity of the Subordinated Notes or (f) effecting

any supplements or amendments to the Indenture that would otherwise be subject to any provision of Section 8.1 or Section 8.2 of the Indenture;

WHEREAS, pursuant to Section 8.3(i)

of the Indenture, notwithstanding anything in the Indenture to the contrary, including in Section 8.1 or Section 8.2 of the Indenture,

the Co-Issuers may, in connection with an Optional Redemption by Refinancing of all Classes of Secured Notes, enter into a supplemental

indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture without obtaining any

consents that would otherwise be required under the Indenture if (i) such supplemental indenture is effective on or after the date

of such Optional Redemption by Refinancing and (ii) the Collateral Manager and a Majority of the Subordinated Notes have consented

to the execution of such supplemental indenture;

WHEREAS, the Co-Issuers desire to

enter into this Supplemental Indenture to make changes necessary to issue First Refinancing Notes (as defined below) in connection with

an Optional Redemption of all Classes of Secured Notes from Refinancing Proceeds pursuant to Section 9.2(a) of the Indenture through issuance

on the date of this Supplemental Indenture of the classes of First Refinancing Notes set forth in Section 2.3 of the conformed indenture

attached as Annex A;

WHEREAS, the Subordinated Notes

shall remain Outstanding following the Refinancing;

WHEREAS, pursuant to (i) Section

9.2(a) of the Indenture, the Holders of a Majority of the Subordinated Notes, with the consent of the Collateral Manager, have directed

the Issuer to cause an Optional Redemption of all Classes of Secured Notes pursuant to an Optional Redemption from Refinancing Proceeds

and (ii) Sections 8.1(xxvi) and 8.3(i) of the Indenture, a Majority of the Subordinated Notes and the Collateral Manager have consented

to this Supplemental Indenture;

WHEREAS, pursuant to Section 8.3(d)

of the Indenture, the Trustee has delivered an initial copy of this Supplemental Indenture to each Rating Agency and the Holders not later

than nine Business Days prior to the execution hereof;

WHEREAS, the conditions set forth

in the Indenture for entry into a supplemental indenture pursuant to Section 8.1(xi)(C) and Section 8.3(i) of the Indenture have been

satisfied;

WHEREAS, pursuant to the terms of

this Supplemental Indenture, each purchaser of a First Refinancing Note (as defined in Section 1(a) below) will be deemed to have consented

to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; and

WHEREAS, by its execution of this

Supplemental Indenture, the Trustee shall be deemed to have consented to the amendment to the Issuer’s declaration of trust.

NOW THEREFORE, for good and valuable

consideration the receipt of which is hereby acknowledged, the Co-Issuers and the Trustee hereby agree as follows:

SECTION 1. Terms of the First

Refinancing Notes and Amendments to the Indenture.

(a) The

Applicable Issuers shall issue replacement notes (referred to herein as the “First Refinancing Notes”) the proceeds of

which shall be used to redeem all Classes of Secured Notes issued on May 23, 2024 under the Indenture (such Notes, the “Refinanced

Notes”), which First Refinancing Notes shall be divided into the Classes, having the designations, original principal amounts

and other characteristics as set forth in Section 2.3 of the conformed indenture attached as Annex A.

(b) The

issuance date of the First Refinancing Notes shall be July 15, 2026 (the “First Refinancing Date”) and the Redemption

Date of the Refinanced Notes shall also be July 15, 2026. Payments on the First Refinancing Notes issued on the First Refinancing Date

will be made on each Payment Date, commencing on the Payment Date in October 2026.

as of the date hereof, the Indenture is hereby amended 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 conformed indenture attached as Annex A hereto.

(d) The

Exhibits to the Indenture are amended by amending and restating the Exhibits in the forms attached as Annex B hereto.

SECTION 2. Issuance and Authentication

of First Refinancing Notes; Cancellation of Refinanced Notes.

(a) The

Applicable Issuers hereby direct the Trustee to (1) (x) deposit in the Collection Account and transfer to the Payment Account the proceeds

of the First Refinancing Notes and any other available funds designated for such purpose by the Collateral Manager on the First Refinancing

Date and (y) transfer the Available Interest Proceeds designated by the Collateral Manager from the Interest Collection Subaccount to

the Payment Account, in each case in an amount necessary to pay the Redemption Prices of the Refinanced Notes and any related expenses

and other amounts referred to in Section 9.2(d) of the Indenture, in each case, in accordance with Section 9.5 of the Indenture and the

Priority of Refinancing Redemption Proceeds and (2) deposit any remaining Refinancing Proceeds into the Interest Collection Subaccount,

the Principal Collection Subaccount or the Interest Reserve Account, in each case in the amounts specified in an Issuer Order delivered

to the Trustee on the First Refinancing Date. For the avoidance of doubt, the application of funds described in this Section 2(a) shall

occur after the application of Interest Proceeds in accordance with Section 11.1(a)(i) of the Indenture on the First Refinancing Date.

The Collection Period for the First Refinancing Notes shall end on the first Business Day preceding the First Refinancing Date. No Distribution

Report or Monthly Report shall be required to be prepared in connection with the First Refinancing Date.

(b) The

First Refinancing Notes shall be issued as Rule 144A Global Notes, Regulation S Global Notes and Certificated Notes, as applicable, and

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

of the Applicable Issuers Regarding Corporate Matters. An Officer’s certificate of each of the Co-Issuers (1) evidencing the

authorization by Board Resolution of the execution and delivery of this Supplemental Indenture, the Collateral Administration Agreement,

the Master Loan Sale Agreement, the Master Participation Agreements, the Refinancing Note Purchase Agreement and the amendment of certain

other Transaction Documents and the execution, authentication and (with respect to the Issuer only) delivery of the First Refinancing

Notes and specifying the Stated Maturity, principal amount and Interest Rate of each Class of First Refinancing Notes to be authenticated

and delivered by it and (2) certifying that (a) the attached copy of such Board Resolution is a true and complete copy thereof, (b)

such resolution has not been rescinded and is in full force and effect on and as of the First Refinancing Date and (c) the Officers authorized

to execute and deliver such documents hold the offices and have the signatures indicated thereon.

(ii) Governmental

Approvals. 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 that no other authorization, approval or consent of any governmental body is required

for the valid issuance of the First Refinancing Notes or (B) an Opinion of Counsel of such Applicable Issuer that no such authorization,

approval or consent of any governmental body is required for the valid issuance of such First Refinancing Notes except as has been given

(provided that the opinions delivered pursuant to clause (iii) below may satisfy the requirement).

(iii) U.S. Counsel

Opinions. An opinion of Dechert LLP, special U.S. counsel to the Co-Issuers and the Collateral Manager, dated the First Refinancing

Date.

(iv) Cayman Islands

Counsel Opinion. An opinion of Maples and Calder (Cayman) LLP, Cayman Islands counsel to the Issuer, dated the First Refinancing Date.

(v) Trustee and Collateral

Administrator Counsel Opinions. Opinions of Alston & Bird LLP, counsel to the Trustee and the Collateral Administrator, each dated

the First Refinancing Date.

(vi) Officers’ Certificates

of Applicable Issuers Regarding Indenture. An Officer’s certificate of each of the Co-Issuers stating that, to the best of the signing

Officer’s knowledge, the Applicable Issuer is not in default under the Indenture (as amended by this Supplemental Indenture) and that

the issuance of the First Refinancing Notes will not result in a default or a breach of any of the terms, conditions or provisions of,

or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or

by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which

it may be bound or to which it may be subject; that all conditions precedent provided in the Indenture and this Supplemental Indenture

relating to the authentication and delivery of the First Refinancing Notes applied for by it have been complied with; and that all expenses

due or accrued with respect to the offering of such First Refinancing Notes or relating to actions taken on or in connection with the

First Refinancing Date have been paid or reserves therefor have been made.

(vii) Rating Letter.

An Officer’s certificate of the Issuer to the effect that it has received a letter from the Rating Agency and confirming that the Rating

Agency’s rating of the First Refinancing Notes is at least the rating set forth in Section 2.3 of the conformed indenture attached as

Annex A.

the Redemption Date specified above, all Global Notes representing the Refinanced Notes shall be deemed to be surrendered for transfer

and shall be cancelled in accordance with Section 2.9 of the Indenture.

SECTION 3. Consent of the

Holders of the First Refinancing Notes.

Each Holder or beneficial owner

of First Refinancing Notes, by its acquisition thereof on the First Refinancing Date, shall be deemed to agree to the Indenture, as amended

hereby, set forth in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof.

SECTION 4. Governing Law.

THIS SUPPLEMENTAL INDENTURE AND

EACH CLASS OF NOTES AND ALL DISPUTES ARISING THEREFROM OR RELATING THERETO SHALL BE CONSTRUED IN

ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN

SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 5. 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 email or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

SECTION 6. 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.

SECTION 7. Limited Recourse;

Non-Petition.

Notwithstanding any other provision

of this Supplemental Indenture from time to time and at any time, the obligations of the Issuer and Co-Issuer under the Notes and the

Indenture as supplemented by this Supplemental Indenture from time to time and at any time are limited recourse or non-recourse obligations

of the Issuer and Co-Issuer, as applicable, payable solely from the Assets available at such time and following realization of the Assets,

and application of the proceeds thereof in accordance with the Indenture as supplemented by this Supplemental Indenture, all obligations

of and any claims against the Co-Issuers hereunder or in connection herewith after such realization shall be extinguished and shall not

thereafter revive. Notwithstanding any other provision of this Supplemental Indenture, the Subordinated Notes are not secured hereunder.

Notwithstanding any other provision of this Supplemental Indenture, no recourse shall be had against any Officer, director, employee,

shareholder, member, manager, authorized person or incorporator of either the Co-Issuers, the Collateral Manager or their respective successors

or assigns for any amounts payable under the Notes or the Indenture as supplemented by this Supplemental Indenture. Notwithstanding any

other provision of this Supplemental Indenture, it is understood that the foregoing provisions of this Section 7 shall not (x) prevent

recourse to the Assets for the sums due or to become due under any security, instrument or agreement which is part of the Assets or (y)

constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture as supplemented

by this Supplemental Indenture until such Assets have been realized. Notwithstanding any other provision of the Indenture as supplemented

by this Supplemental Indenture, neither any Holder of the Notes nor the Trustee may, prior to the date which is one year (or if longer,

any applicable preference period) plus one day after the payment in full of all Notes, institute against, or join any other Person in

instituting against, the Issuer or the Co-Issuer any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation

Proceedings, or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 7 shall

preclude, or be deemed to stop, the Trustee (i) from taking any action prior to the expiration of the aforementioned period in (A) any

case or Proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer or (B) any involuntary insolvency Proceeding filed or

commenced by a Person other than the Trustee, or (ii) from commencing against the Issuer or the Co-Issuer or any of its properties any

legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding.

SECTION 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.

SECTION 9. Execution, Delivery

and Validity.

Each of the Co-Issuers represents

and warrants to the Trustee that (i) 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 and (ii) the execution of this Supplemental

Indenture is authorized or permitted under the Indenture and all conditions precedent thereto have been satisfied.

SECTION 10. Binding Effect.

This Supplemental Indenture shall

be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 11. Direction to the

Trustee.

The Issuer 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.

IN WITNESS WHEREOF, the parties hereto

have executed and delivered this Supplemental Indenture as of the date first written above.

PALMER SQUARE BDC CLO 1, LTD.,

as Issuer

By:

/s/ Cleveland Stewart

Name:

Cleveland Stewart

Title:

Director

In the presence of:

Witness:

/s/ Emily Whittaker

Name:

Emily Whittaker

Occupation:

Corporate Assistant

Title:

Director

PALMER SQUARE BDC CLO 1, LLC,

as Co-Issuer

By:

/s/ Donald J. Puglisi

Name:

Donald J. Puglisi

Title:

Independent Manager

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Trustee

By:

/s/ Jon Warn

Name:

Jon Warn

Title:

Senior Vice President

AGREED AND CONSENTED TO:

PALMER SQUARE CAPITAL BDC INC.,

as Collateral Manager

By:

/s/ Jeffrey D. Fox

Name:

Jeffrey D. Fox

Title:

Chief Financial Officer

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Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration