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BLUEMOUNTAIN CLO 2015-3 LTD.

BLUEMOUNTAIN CLO 2015-3 LLC

NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE

Date of Notice: March 22, 2018

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF

INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT

NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER

INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE

RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY

MANNER.

To: The Holders of the Notes as described on the attached Schedule B and to those Additional

Parties listed on Schedule A hereto:

Reference is hereby made to that certain Indenture, dated as of September 22, 2015 (as

amended, modified or supplemented from time to time, the "Indenture"), among

BLUEMOUNTAIN CLO 2015-3 LTD., as Issuer (the “Issuer”), BLUEMOUNTAIN CLO 2015-

3 LLC, as Co-Issuer (the “Co-Issuer”, and together with the Issuer, the “Co-Issuers”) and U.S.

BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”). Capitalized terms used herein

and not otherwise defined herein shall have the meanings assigned to such terms in the

Indenture.

Pursuant to the Indenture, on behalf of the Co-Issuers, the Trustee hereby provides this

notice, pursuant to Section 8.3(b) and Section 8.3(h) of the Indenture, of a proposed

Supplemental Indenture (attached hereto as Exhibit A) to each Holder of Notes, the Portfolio

Manager, the Collateral Administrator, any Hedge Counterparty, the Rating Agencies and the

Irish Stock Exchange.

The Portfolio Manager intends to separately request the consent of the Holders of the

Subordinated Notes to the amendments set forth in the proposed Supplemental Indenture.

This Notice is being sent to Holders of Notes by U.S. Bank National Association in its

capacity as Trustee at the request of the Issuer. Questions may be directed to the Trustee by

contacting Siu Man Luie at telephone (617) 603-6696 or by e-mail at [email protected].

The CUSIP, ISIN and Common Code numbers appearing in this notice are included

solely for the convenience of the Holders. The Trustee is not responsible for the selection or use

of the CUSIP, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP,

ISIN or Common Code numbers printed on the Notes or as indicated in this notice. Recipients of

this notice are cautioned that this notice is not evidence that the Trustee will recognize the

recipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat the

person in whose name a Note is registered on the registration books maintained by the Trustee as

a Holder.

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SCHEDULE A

Additional Parties

Issuer:

BlueMountain CLO 2015-3 Ltd.

c/o MaplesFS Limited

P.O. Box 1093

Boundary Hall, Cricket Square

George Town, Grand Cayman, KY-1102

Cayman Islands

Attention: The Directors

Facsimile: + (345) 945-7100

Email: [email protected]

with a copy to:

Maples and Calder

P.O. Box 309

Ugland House, South Church Street

George Town, Grand Cayman, KY1-1104

Cayman Islands

Attention: BlueMountain CLO 2015-3 Ltd.

+1 (345) 949-8066

Facsimile: + (345) 949-8080

Co-Issuer:

BlueMountain CLO 2015-3 LLC

c/o Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

Attention: The Director

Portfolio Manager:

BlueMountain Capital Management, LLC

280 Park Avenue, 12th Floor

New York, New York 10017

Attention: General Counsel

Facsimile No.: (212) 905-3901

Email:[email protected]

Collateral Administrator

U.S. Bank National Association

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services –

BlueMountain CLO 2015-3 Ltd/

Facsimile no: (866) 350-3047

Rating Agencies:

Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street


Attn: CBO/CLO Monitoring

E-mail: [email protected]

Facsimile: (212) 553-0355

S&P Global Ratings,

an S&P Global Business

55 Water Street, 41st Floor


Facsimile: (212) 438-2664

Attention: CBO/CLO Surveillance

E-mail: [email protected]

Irish Stock Exchange:

The Irish Stock Exchange plc

Companies Announcements Office

28 Anglesea Street

Dublin 2, Ireland

For posting through ISE Direct

Irish Listing Agent:

Maples and Calder, as Listing Agent

75 St. Stephen’s Green

Dublin 2, Ireland

Attention: BlueMountain CLO 2015-3 Ltd.

Telephone no.: +353 (0)1 619 2000

Facsimile no.: +353 (0)1 619 2001

Email:[email protected]

Information Agent for posting to 17-5

website

Schedule B*

Notes held in certificated form:

*No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on

the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

EXHIBIT A

PROPOSED SUPPLEMENTAL INDENTURE

[SEE ATTACHED]

DRAFT

FIRST SUPPLEMENTAL INDENTURE

dated as of [], 2018

among

BLUEMOUNTAIN CLO 2015-3 LTD., as Issuer

BLUEMOUNTAIN CLO 2015-3 LLC, as Co-Issuer

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

to

the Indenture, dated as of September 22, 2015, among the Issuer, the Co-Issuer and the Trustee

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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of [], 2018 (this “Supplemental Indenture”), among BlueMountain CLO 2015-3 Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), BlueMountain CLO 2015-3 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 National Association, as trustee (the “Trustee”), is entered into pursuant to the terms of the Indenture, dated as of September 22, 2015, 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 the Indenture.

PRELIMINARY STATEMENT

WHEREAS, pursuant to Section 8.1(xv) of the Indenture, without the consent of the Holders of any Notes or any Hedge Counterparty, the Co-Issuers, when authorized by Board Resolutions, at any time and from time to time subject to the requirements of Section 8.1 of the Indenture with regard to the ratings of any Class of Secured Notes and to the other requirements of Article VIII of the Indenture, may enter into one or more indentures supplemental to the Indenture in form satisfactory to the Trustee for the purpose of effecting a Refinancing in conformity with Section 9.2(b) or a Re-Pricing in conformity with Section 9.8;

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture necessary to issue replacement securities in connection with an Optional Redemption of all Classes of Secured Notes pursuant to Section 9.2 of the Indenture through issuance on the date of this Supplemental Indenture of the classes of securities set forth in Section 1(a) below;

WHEREAS, all of the Outstanding Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes issued on September 22, 2015 are being redeemed simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee;

WHEREAS, the Subordinated Notes shall remain Outstanding following the Refinancing and the Issuer desires to issue the Refinancing Notes (as defined below) and additional Subordinated Notes;

WHEREAS, pursuant to Section 8.2 of the Indenture, the Co-Issuers and the Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of the Holders of the Notes of each Class under the Indenture with the consent of a Majority of each Class of Notes (voting separately by Class) materially and adversely affected thereby (or, in certain cases described in Section 8.2 of the Indenture, the consent of each Holder of each Outstanding Note of each Class);

WHEREAS, pursuant to Sections 8.3 of the Indenture, the Trustee has delivered an initial copy of this Supplemental Indenture to the Holders of the Notes not later than 15 Business Days prior to the execution hereof;

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WHEREAS, the conditions set forth in the Indenture for entry into a supplemental indenture pursuant to Section 8.1(xv) and Section 8.2 of the Indenture have been satisfied;

WHEREAS, BlueMountain CLO Management, LLC (the “Predecessor Portfolio Manager”) will assign all of its rights, obligations and duties under the Portfolio Management Agreement, the Indenture and each other Transaction Document to [BlueMountain Capital Management, LLC][BlueMountain Fuji Management, LLC, Series A] (the “Successor Portfolio Manager”) in accordance with the terms of the Portfolio Management Agreement, the Indenture and each other Transaction Document pursuant to an assignment agreement dated as of the date hereof (the “Assignment Agreement”) between the Predecessor Portfolio Manager and the Successor Portfolio Manager, and the Portfolio Management Agreement will be amended and restated;

WHEREAS, pursuant to the terms of this Supplemental Indenture, (x) 100% of the Aggregate Outstanding Amount of the Subordinated Notes have consented to the execution of this Supplemental Indenture, the amended and restated Portfolio Management Agreement and the Assignment Agreement and (y) the Portfolio Manager has consented to the execution of this Supplemental Indenture; and

WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a 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, the amended and restated Portfolio Management Agreement and Assignment Agreement.

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. Amendments. Effective as of the date hereof upon satisfaction of the conditions set forth in Section 2 below, the following amendments are made to the Indenture pursuant to Sections 8.1 and 8.2 of the Indenture, as applicable:

(a) The Co-Issuers shall issue replacement securities (referred to herein as the “Refinancing Notes”) the proceeds of which shall be used to redeem the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes issued under the Indenture on September 22, 2015 (such Notes, the “Refinanced Notes”) which Refinancing Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as set forth in the Indenture attached as Annex A hereto.

(b) The Issuer shall also issue additional Subordinated Notes (the “Additional Subordinated Notes” and, together with the Refinancing Notes, the “Offered Notes”), having the characteristics as set forth in the Indenture attached as Annex A hereto.

(c) The Indenture is amended by deleting the stricken text (indicated in the same manner as the following example: stricken text) and adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth on the pages of the draft Indenture attached as Annex A hereto.

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(d) The Schedules and Exhibits to the Indenture are amended as reasonably acceptable to the Trustee and the Portfolio Manager in order to make such Schedules and Exhibits consistent with the terms of the Refinancing Notes (as defined herein).

SECTION 2. Conditions Precedent.

(a) The modifications to be effected pursuant to Section 1 above shall become effective as of the date first written above upon receipt by the Trustee of each of the following:

(i) Officers’ Certificate of the Co-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 Purchase Agreement executed as of the Refinancing Date and the execution, authentication and delivery of the Refinancing Notes applied for by it and specifying the Stated Maturity, principal amount and, in the case of the Refinancing Notes, the Note Interest Rate of each Class to be issued by it and authenticated and delivered and (2) certifying that (a) the attached copy of such Board Resolution is a true and complete copy thereof, (b) such resolutions have not been rescinded and are in full force and effect on and as of the 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 Issuer or the Co-Issuer, as applicable, 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 such Offered Notes or (B) an Opinion of Counsel of the Issuer or the Co-Issuer, as applicable, that no such authorization, approval or consent of any governmental body is required for the valid issuance of such applicable Offered Notes except as has been given (provided that the opinion delivered pursuant to clause (iii)(A) below may satisfy the requirement).

(iii) U.S. Counsel Opinions. Opinions of (A) Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers, and (B) Milbank, Tweed, Hadley & McCloy LLP, special U.S. counsel to the Portfolio Manager, in each case dated the Refinancing Date.

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

(v) Trustee Counsel Opinion. An opinion of Nixon Peabody LLP, counsel to the Trustee, dated the Refinancing Date.

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(vi) Officers’ Certificates of Co-Issuers Regarding Indenture. An Officer’s certificate of each of the Co-Issuers stating that the Issuer or the Co-Issuer, as applicable, is not in default under the Indenture (as amended by this Supplemental Indenture) and that the issuance of the Offered Notes applied for by it will not result in 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 Offered Notes applied for have been complied with; and that all expenses due or accrued with respect to the offering of such Offered Notes or relating to actions taken on or in connection with the Refinancing Date have been paid or reserves therefor have been made.

(vii) Rating Letters. A letter signed by each Rating Agency confirming that the (i) the Class X-R Notes and the Class A-1-R Notes are rated “[Aaa] (sf)” by Moody’s and “[AAA] (sf)” by S&P, (ii) the Class A-2-R Notes are rated at least “[AA] (sf)” by S&P, (iii) the Class B-R Notes are rated at least “[A] (sf)” by S&P, (iv) the Class C-R Notes are rated at least “[BBB-] (sf)” by S&P, (v) the Class D-R Notes are rated at least “[BB-] (sf)” by S&P and (vi) the Class E-R Notes are rated at least “[B-] (sf)” by S&P; and

(viii) Issuer Order. an Issuer Order by each Co-Issuer directing the Trustee to authenticate the Refinancing Notes in the amounts and names set forth therein and to apply the proceeds thereof to redeem the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes issued on the Closing Date at the applicable Redemption Prices therefor on the Refinancing Date.

(b) On the Refinancing Date specified above, the Trustee, as custodian of the Global Notes, shall cause all Global Notes representing the Refinanced Notes to be surrendered for transfer and shall cause the Refinanced Notes to be cancelled in accordance with Section 2.10 of the Indenture.

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SECTION 3. Consent of the Holders. Each Holder or beneficial owner of a Refinancing Note or an additional Subordinated Note, by its acquisition thereof on the Refinancing Date, shall be deemed to agree to (a) the Indenture, as amended hereby, set forth in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof, (b) the Assignment Agreement and the assignment of all of the Predecessor Portfolio Manager’s rights, obligations and duties under the Portfolio Management Agreement, the Indenture and each other Transaction Document to the Successor Portfolio Manager and (c) the amended and restated Portfolio Management Agreement. All references in the Portfolio Management Agreement, the Indenture and each other Transaction Document and all other related documents to the “Portfolio Manager” shall hereinafter mean the Successor Portfolio Manager.

SECTION 4. Management Fees. Notwithstanding anything to the contrary in the Indenture, by its consent to the Supplemental Indenture or its purchase of the Refinanced Notes issued hereunder, each Holder hereby consents to the payment of any accrued and unpaid Management Fees from amounts on deposit in the Interest Collection Account.

SECTION 5. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH NOTE 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 APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

SECTION 6. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

SECTION 7. Concerning the Trustee. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-Issuers, and the Trustee assumes no responsibility for their correctness. Except as provided in the Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

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. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto.

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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.

SECTION 12. Limited Recourse; Non-Petition. The terms of Section 2.8(i) and Section 5.4(d) of the Indenture shall apply to this Supplemental Indenture mutatis mutandis as if fully set forth herein.

[Signature Page to Supplemental Indenture]

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

BLUEMOUNTAIN CLO 2015-3 LTD., as Issuer

By: ____________________________________ Name: Title:

BLUEMOUNTAIN CLO 2015-3 LLC, as Co-Issuer

By: ____________________________________ Name: Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: ____________________________________ Name: Title:

[Signature Page to Supplemental Indenture]

AGREED AND CONSENTED TO:

BLUEMOUNTAIN CLO MANAGEMENT, LLC as Predecessor Portfolio Manager

By: Name: Title:

[BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC] [BLUEMOUNTAIN FUJI MANAGEMENT, LLC, SERIES A]

as Successor Portfolio Manager

By: Name: Title:

Annex A

Annex A

CONFORMED INDENTURE

EXECUTION COPY(Conformed through First Supplemental Indenture, CWT Draft dated 03/09/18)

BLUEMOUNTAIN CLO 2015-3 LTD.Issuer,

BLUEMOUNTAIN CLO 2015-3 LLCCo-Issuer,

AND

U.S. BANK NATIONAL ASSOCIATIONTrustee

INDENTURE

Dated as of September 22, 2015

COLLATERALIZED LOAN OBLIGATIONS

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1 Definitions 2Section 1.2 Assumptions as to Pledged Obligations 2

ARTICLE II

THE NOTES

Section 2.1 Forms Generally 5Section 2.2 Forms of Notes 5Section 2.3 Authorized Amount; Stated Maturity; Denominations 6Section 2.4 Additional Notes 78Section 2.5 Execution, Authentication, Delivery and Dating 810Section 2.6 Registration, Registration of Transfer and Exchange 910Section 2.7 Mutilated, Defaced, Destroyed, Lost or Stolen Note 1921Section 2.8 Payment of Principal and Interest and Other Amounts; Principal and

Interest Rights Preserved 2022Section 2.9 Persons Deemed Owners 2325Section 2.10 Cancellation 2326Section 2.11 Certificated Notes 2426Section 2.12 Notes Beneficially Owned by Persons Not QIB/QPs or IAI/QPs or in

Violation of ERISA Representations; FATCA Compliance 25 27Section 2.13 Deduction or Withholding from Payments on Notes; No Gross Up 2628

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1 Conditions to Issuance of Notes on Closing Date 2628Section 3.2 Conditions to Issuance of Additional Notes 2931Section 3.3 Custodianship; Delivery of Collateral Obligations and Eligible

Investments 3132

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture 3233

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Section 4.2 Application of Trust Money 3335Section 4.3 Repayment of Monies Held by Paying Agent 3335

ARTICLE V

REMEDIES

Section 5.1 Events of Default 3335Section 5.2 Acceleration of Maturity; Rescission and Annulment 3537Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 3637Section 5.4 Remedies 3839Section 5.5 Optional Preservation of Assets 4042Section 5.6 Trustee May Enforce Claims without Possession of Notes 4243Section 5.7 Application of Money Collected 4244Section 5.8 Limitation on Suits 4244Section 5.9 Unconditional Rights of Secured Noteholders to Receive Principal and

Interest 4345Section 5.10 Restoration of Rights and Remedies 4345Section 5.11 Rights and Remedies Cumulative 4345Section 5.12 Delay or Omission Not Waiver 4345Section 5.13 Control by Majority of Controlling Class 4445Section 5.14 Waiver of Past Defaults 4446Section 5.15 Undertaking for Costs 4546Section 5.16 Waiver of Stay or Extension Laws 4547Section 5.17 Sale of Assets 4547Section 5.18 Action on the Notes 4648

ARTICLE VI

THE TRUSTEE

Section 6.1 Certain Duties and Responsibilities 4748Section 6.2 Notice of Default 4850Section 6.3 Certain Rights of Trustee 4950Section 6.4 Not Responsible for Recitals or Issuance of Notes 5253Section 6.5 May Hold Notes 5254Section 6.6 Money Held in Trust 5254Section 6.7 Compensation and Reimbursement 5254Section 6.8 Corporate Trustee Required; Eligibility 5355Section 6.9 Resignation and Removal; Appointment of Successor 5455Section 6.10 Acceptance of Appointment by Successor 5557Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee 5657Section 6.12 Co-Trustees 5658Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds 5759Section 6.14 Authenticating Agents 5859Section 6.15 Withholding 5860

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Section 6.16 Representative for Secured Noteholders Only; Agent for each HedgeCounterparty and the Holders of the Subordinated Notes 5960

Section 6.17 Representations and Warranties of the Bank 5960Section 6.18 Communication with Rating Agencies 5961

ARTICLE VII

COVENANTS

Section 7.1 Payment of Principal and Interest 6061Section 7.2 Maintenance of Office or Agency 6062Section 7.3 Money for Note Payments to Be Held in Trust 6162Section 7.4 Existence of Co-Issuers 6264Section 7.5 Protection of Assets 6365Section 7.6 Opinions as to Assets 6466Section 7.7 Performance of Obligations 6566Section 7.8 Negative Covenants 6567Section 7.9 Statement as to Compliance 6870Section 7.10 Co-Issuers May Consolidate, etc., Only on Certain Terms 6870Section 7.11 Successor Substituted 7072Section 7.12 No Other Business 7072Section 7.13 Annual Rating Review 7172Section 7.14 Reporting 7173Section 7.15 Calculation Agent 7173Section 7.16 Certain Tax Matters 7274Section 7.17 Ramp-Up Period; Purchase of Additional Collateral Obligations 7880Section 7.18 Representations Relating to Security Interests in the Assets 8283Section 7.19 Acknowledgement of Portfolio Manager Standard of Care 8485Section 7.20 Maintenance of Listing 8486Section 7.21 Section 3(c)(7) Procedures 8486

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures without Consent of Holders of Notes 8587Section 8.2 Supplemental Indentures with Consent of Holders of Notes 8992Section 8.3 Execution of Supplemental Indentures 9194Section 8.4 Effect of Supplemental Indentures 9396Section 8.5 Reference in Notes to Supplemental Indentures 9396

ARTICLE IX

REDEMPTION OF NOTES

Section 9.1 Mandatory Redemption 9396

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Section 9.2 Optional Redemption or Redemption Following a Tax Event 9396Section 9.3 Partial Redemption by Refinancing 9599Section 9.4 Redemption Procedures 97100Section 9.5 Notes Payable on Redemption Date 98102Section 9.6 Special Redemption 98103Section 9.7 Clean-Up Call Redemption 99103Section 9.8 Re-Pricing 101105Section 9.9 Issuer Purchases of Secured Notes. 103107Section 9.10 Regulatory Refinancing. 108

ARTICLE X

ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1 Collection of Money 105110Section 10.2 Collection Accounts 105111Section 10.3 Payment Account; Custodial Account; Ramp-Up Account; Expense

Reserve Account; Reserve Account; Contribution Account;Supplemental Reserve Account 107113

Section 10.4 The Revolver Funding Account 109115Section 10.5 Hedge Counterparty Collateral Accounts 110116Section 10.6 Reinvestment of Funds in Accounts; Reports by Trustee 110116Section 10.7 Accountings 112118Section 10.8 Release of Securities 119126Section 10.9 Reports by Independent Accountants 121127Section 10.10 Reports to Rating Agencies 122128Section 10.11 Procedures Relating to the Establishment of Accounts Controlled by the

Trustee 122129

ARTICLE XI

APPLICATION OF MONIES

Section 11.1 Disbursements of Monies from Payment Account 123129

ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERALOBLIGATIONS

Section 12.1 Sales of Collateral Obligations 131138Section 12.2 Purchase of Additional Collateral Obligations 134141Section 12.3 Conditions Applicable to All Sale and Purchase Transactions 137144

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ARTICLE XIII

NOTEHOLDERS’ RELATIONS

Section 13.1 Subordination 138145Section 13.2 Standard of Conduct 139146

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Form of Documents Delivered to Trustee 139146Section 14.2 Acts of Holders 140147Section 14.3 Notices, etc., to Trustee, the Co-Issuers, the Collateral Administrator,

the Portfolio Manager, the Initial Purchaser, the Hedge Counterparty,the Paying Agent, the Administrator and each Rating Agency 140147

Section 14.4 Notices to Holders; Waiver 143150Section 14.5 Effect of Headings and Table of Contents 144151Section 14.6 Successors and Assigns 144151Section 14.7 Separability 144151Section 14.8 Benefits of Indenture 144151Section 14.9 Legal Holidays 144151Section 14.10 Governing Law 145151Section 14.11 Submission to Jurisdiction 145151Section 14.12 Counterparts 145152Section 14.13 Acts of Issuer 145152Section 14.14 Liability of Co-Issuers 145152Section 14.15 17g-5 Information 145152Section 14.16 Rating Agency Conditions 147153Section 14.17 Waiver of Jury Trial 147154Section 14.18 Escheat 147154Section 14.19 Records 148154Section 14.20 Information to be Provided by the Trustee and Noteholders 148154

ARTICLE XV

ASSIGNMENT OF PORTFOLIO MANAGEMENT AGREEMENT

Section 15.1 Assignment of Portfolio Management Agreement 148155

ARTICLE XVI

HEDGE AGREEMENTS

Section 16.1 Hedge Agreements 150156

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Annex A – Definitions

Schedule 1 – Moody’s Industry Classification Group ListSchedule 2 – S&P Industry ClassificationsSchedule 3 – Diversity Score CalculationSchedule 4 – Moody’s Rating DefinitionsSchedule 5 – S&P Recovery Rate TablesSchedule 6 – Tables of Rating EquivalentsSchedule 7 – S&P Non-Model Version CDO Monitor Definitions

Exhibit A – Forms of NotesA1 – Form of Secured NotesA2 – Form of Subordinated Notes

Exhibit B – Forms of Transfer and Exchange CertificatesB1 – Form of Transferor Certificate for Transfer of Rule 144A

Global Note or Certificated Note to Regulation S GlobalNote or Certificated Note

B2 – Form of Transferor Certificate for Transfer of Regulation SGlobal Note or Certificated Note to Rule 144A Global Noteor Certificated `Note

B3 – Form of Transferee Certificate for Transfer of CertificatedSubordinated Note

B4A – Form of Transferee Certificate of Global Secured NoteB4B – Form of Transferee Certificate of Certificated Secured NoteB5 – Form of Transferee Certificate of Global Subordinated

Note

Exhibit C – Calculation of LIBORExhibit D – Form of Note Owner CertificateExhibit ED – Form of Notice of Contribution

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INDENTURE, dated as of September 22, 2015, among BlueMountain CLO2015-3 Ltd., an exempted company incorporated with limited liability under the laws of theCayman Islands (the “Issuer”), BlueMountain CLO 2015-3 LLC, a limited liability companyformed under the laws of the State of Delaware (the “Co-Issuer” and, together with the Issuer,the “Co-Issuers”), and U.S. Bank National Association, as trustee (herein, together with itspermitted successors and assigns in the trusts hereunder, the “Trustee”).

PRELIMINARY STATEMENT

The Co-Issuers are duly authorized to execute and deliver this Indenture toprovide for the Notes issuable as provided in this Indenture. Except as otherwise providedherein, all covenants and agreements made by the Co-Issuers herein are for the benefit andsecurity of the Holders of the Secured Notes, the Portfolio Manager, the Custodian and, theTrustee (in each of its capacities), the Collateral Administrator and each Hedge Counterparty(collectively, the “Secured Parties”). The Co-Issuers are entering into this Indenture, and theTrustee is accepting the trusts created hereby, for good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the Co-Issuers inaccordance with the agreement’s terms have been done.

GRANTING CLAUSE

The Issuer hereby Grants to the Trustee, for the benefit and security of theSecured Parties, all of its right, title and interest in, to and under all property of the Issuer of anytype or nature, in each case, whether now owned or existing, or hereafter acquired or arising, andwherever located, including, without limitation (a) the Collateral Obligations and all paymentsthereon or with respect thereto, (b) each of the Accounts and, to the extent permitted by theapplicable Hedge Agreement, each Hedge Counterparty Collateral Account, any EligibleInvestments purchased with funds on deposit therein, and all income from the investment offunds therein, (c) the equity interest in any Tax Subsidiary and all payments and rightsthereunder, (d) the Portfolio Management Agreement as set forth in Article XV hereof, theHedge Agreements (provided that there is no such Grant to the Trustee on behalf of any HedgeCounterparty in respect of its related Hedge Agreement), the Collateral AdministrationAgreement, the Administration Agreement and the Registered Office Agreement, (e) all Cash orMoney delivered to the Trustee (or its bailee) for the benefit of the Secured Parties, (f) allaccounts, chattel paper, commercial tort claims, contract rights, deposit accounts, equipment,financial assets, general intangibles, goods, instruments, inventory, investment property,letter-of-credit rights, payment intangibles, promissory notes, security entitlements and othersupporting obligations (as such terms are defined in the UCC), (g) any other property otherwisedelivered to the Trustee by or on behalf of the Issuer (whether or not constituting CollateralObligations or Eligible Investments), (h) all Specified Equity Securities and all payments thereonand rights in respect thereof and (i) all proceeds (as defined in the UCC) and products, in eachcase, with respect to the foregoing (the assets referred to in (a) through (i) are collectivelyreferred to as the “Assets”); provided, that such Grant shall not include (i) the U.S.$250transaction fee paid to the Issuer in consideration of the issuance of the Secured Notes and the

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Subordinated Notes, (ii) the funds attributable to the issuance and allotment of the Issuer’sordinary shares, (iii) the bank account in the Cayman Islands in which such funds (and only suchfunds) are deposited (or any interest thereon), and (iv) the membership interests of the Co-Issuer, and (v) any funds deposited in or credited to any such account (the assets referred to in (i)through (ivv), collectively, the “Excepted Property”)).

The above Grants are made in trust to secure the Secured Notes and the Issuer’sobligations to the Secured Parties under this Indenture and each Hedge Agreement. other Transaction Document. Except as set forth in the Priority of Payments and Article XIII of thisIndenture, the Secured Notes are secured equally and ratably without prejudice, priority ordistinction between any Secured Note and any other Secured Note by reason of difference intime of issuance or otherwise, except as expressly provided in this Indenture. The above Grantsare made to secure, in accordance with the priorities set forth in the Priority of Payments, (i) thepayment of all amounts due on the Secured Notes in accordance with their terms, (ii) thepayment of all other sums payable under this Indenture (other than amounts payable in respect ofthe Subordinated Notes) and all amounts payable under each Hedge Agreement, and (iii)compliance with the provisions of this Indenture and each Hedge Agreement, all as provided inthis Indenture and each Hedge Agreement, respectively. The foregoing Grant shall, for thepurpose of determining the property subject to the lien of this Indenture, be deemed to includeany securities and any investments granted to the Trustee by or on behalf of the Issuer, whetheror not such securities or investments satisfy the criteria set forth in the definitions of “CollateralObligation” or “Eligible Investments,” as the case may be.

The Trustee acknowledges such Grants, accepts the trusts hereunder inaccordance with the provisions hereof, and agrees to perform its duties expressly stated herein inaccordance with the provisions hereof.

ARTICLE I

DEFINITIONS

Definitions. Except as otherwise specified herein or as the contextSection 1.1may otherwise require, terms defined in Annex A hereto shall have the respective meanings setforth in Annex A for all purposes of this Indenture, and the definitions of such terms are equallyapplicable both to the singular and plural forms of such terms and to the masculine, feminine andneuter genders of such terms. The word “including” shall mean “including without limitation.”All references in this Indenture to designated “Articles,” “Sections,” “Subsections” and othersubdivisions are to the designated articles, sections, subsections and other subdivisions of thisIndenture. The words “herein,” “hereof,” “hereunder” and other words of similar import refer tothis Indenture as a whole and not to any particular article, section, subsection or othersubdivision.

Assumptions as to Pledged Obligations. Unless otherwiseSection 1.2specified, the assumptions described below shall be applied in connection with all calculationsrequired to be made pursuant to this Indenture with respect to Scheduled Distributions on anyPledged Obligation, or any payments on any other assets included in the Assets, with respect tothe sale of and reinvestment in Collateral Obligations, and with respect to the income that can be

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earned on Scheduled Distributions on such Pledged Obligations and on any other amounts thatmay be received for deposit in the Collection Account.

All calculations with respect to Scheduled Distributions on the Pledged(a)Obligations securing the Secured Notes shall be made on the basis of information as to the termsof each such Pledged Obligation and upon report of payments, if any, received on such PledgedObligation that are furnished by or on behalf of the issuer of such Pledged Obligation and, to theextent they are not manifestly in error, such information or report may be conclusively reliedupon in making such calculations.

For purposes of calculating the Coverage Tests and the Reinvestment(b)Overcollateralization Test, except as otherwise specified in the Coverage Tests and theReinvestment Overcollateralization Test, such calculations shall not include scheduled interestand principal payments on Defaulted Obligations unless or until such payments are actuallymade.

For each Collection Period and as of any date of determination, the(c)Scheduled Distribution on any Pledged Obligation (other than a Defaulted Obligation, which,except as otherwise provided herein, shall be assumed to have a Scheduled Distribution of zero)shall be the sum of (i) the total amount of payments and collections to be received during suchCollection Period in respect of such Pledged Obligation (including the proceeds of the sale ofsuch Pledged Obligation received and, in the case of sales which have not yet settled, to bereceived during the Collection Period and not reinvested in additional Collateral Obligations orEligible Investments or retained in the Collection Account for subsequent reinvestment pursuantto Section 12.2) that, if paid as scheduled, shall be available in the Collection Account at the endof the Collection Period and (ii) any such amounts received by the Issuer in prior CollectionPeriods that were not disbursed on a previous Payment Date.

Each Scheduled Distribution receivable with respect to a Pledged(d)Obligation shall be assumed to be received on the applicable Due Date, and each such ScheduledDistribution shall be assumed to be immediately deposited in the Collection Account to earninterest at the Assumed Reinvestment Rate. All such funds shall be assumed to continue to earninterest until the date on which they are required to be available in the Collection Account forapplication, in accordance with the terms hereof, to payments of principal of or interest on theNotes or other amounts payable pursuant to this Indenture. For the avoidance of doubt, allamounts calculated pursuant to this Section 1.2(d) are estimates and may differ from the actualamounts available to make distributions hereunder, and no party shall have any obligation tomake any payment hereunder due to the assumed amounts calculated under this Section 1.2(d)being greater than the actual amounts available. For purposes of the applicable determinationsrequired by Section 10.7(b)(iv), Article XII and the definition of “Interest Coverage Ratio,” theexpected interest on Secured Notes and floating rate Collateral Obligations shall be calculatedusing the then current interest rates applicable thereto.

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

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For the purposes of calculating the Moody’s Weighted Average Rating(f)Factor, any Collateral Obligation that is a Defaulted Obligation (or, to the extent that theAggregate Principal Balance of all Collateral Obligations that would be Current Pay Obligationsexceeds 7.5% in Aggregate Principal Balance of the Current Portfolio, any Current PayObligation that constitutes such excess over 7.5%) shall be excluded.

For purposes of calculating the Incentive Management Fee Threshold, the(g)purchase price of the Subordinated Notes issued on the Closing Date shall be deemed to be100% and the Subordinated Notes issued on the Refinancing Date will be counted at the purchase price as notified by the Issuer to the Trustee at the time of issuance.

Except as otherwise provided herein, Defaulted Obligations shall not be(h)included in the calculation of the Collateral Quality Test.

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

For purposes of calculating the Collateral Quality Test, DIP Collateral(j)Obligations shall be treated as having an S&P Recovery Rate equal to the S&P Recovery Ratefor Senior Secured Loans unless otherwise assigned by S&P.

For purposes of calculating compliance with the Investment Criteria, upon(k)the direction of the Portfolio Manager by notice to the Trustee and the Collateral Administrator,any Eligible Investment representing Principal Proceeds received upon the maturity, redemption,sale or other disposition of Collateral Obligations shall be deemed to have the characteristics ofsuch Collateral Obligations until reinvested in additional Collateral Obligations. Suchcalculations shall be based upon the principal amount of such Collateral Obligations, except inthe case of Defaulted Obligations and Credit Risk Obligations, in which case the calculationsshall be based upon the Principal Proceeds received on the disposition or sale of such DefaultedObligations or Credit Risk Obligations.

For purposes of calculating the Disposition Proceeds of a Collateral(l)Obligation in sale transactions, Disposition Proceeds shall include any Principal FinancedAccrued Interest received in respect of such sale.

For purposes of calculating clauses (iv) and (viivi) of the definition of(m)Concentration Limitations, without duplication, the amounts on deposit in the CollectionAccount and the Ramp-Up Account (including Eligible Investments therein) representingPrincipal Proceeds shall each be deemed to be a floating rate Collateral Obligation that is aSenior Secured Loan.

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

Unless otherwise specified, any reference to the fees payable under(o)Section 11.1(a) to an amount calculated with respect to a period at per annum rate shall be

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computed on the basis of a 360-day year of twelve 30-day months. Any fees applicable toperiods shorter than or longer than a calendar quarter shall be prorated to the actual number ofdays within such period.

Unless otherwise specified, test calculations that evaluate to a percentage(p)shall be rounded to the nearest ten-thousandth and test calculations that evaluate to a numbershall be rounded to the nearest one-hundredth.

Unless otherwise specifically provided herein, all calculations required to(q)be made and all reports which are to be prepared pursuant to this Indenture shall be made on thebasis of the trade date.

Determination of the purchase price of a Collateral Obligation shall be(r)made independently each time such Collateral Obligation is purchased by the Issuer and pledgedto the Trustee, without giving effect to whether the Issuer has previously purchased suchCollateral Obligation (or an obligation of the related borrower or issuer).

For purposes of the calculation of the Coverage Tests, the Reinvestment(s)Overcollateralization Test and the Collateral Quality Test, Collateral Obligations contributed to aTax Subsidiary as TaxedTax Assets pursuant to Section 7.16(l)(xi) shall be included net of theactual taxes paid or any future anticipated taxes payable with respect thereto.

ARTICLE II

THE NOTES

Forms Generally. (a) The Notes and the Trustee’s orSection 2.1Authenticating Agent’s certificate of authentication thereon (the “Certificate of Authentication”)shall be in substantially the forms required by this Article, with such appropriate insertions,omissions, substitutions and other variations as are required or permitted by this Indenture, andmay have such letters, numbers or other marks of identification and such legends orendorsements placed thereon, as may be consistent herewith, determined by the AuthorizedOfficers of the Applicable Issuers executing such Notes as evidenced by their execution of suchNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with anappropriate reference thereto on the face of the Note.

Forms of Notes. (a) The forms of the Notes, including the formsSection 2.2of Certificated Secured Notes, Certificated Subordinated Notes, Regulation S Global SecuredNotes, Regulation S Global Subordinated Notes, Rule 144A Global Secured Notes and Rule144A Global Subordinated Notes, shall be as set forth in the applicable part of Exhibit A hereto.

Global Notes. (i) The Notes of each Class sold to persons who are not(b)U.S. persons in offshore transactions in reliance on Regulation S (except to the extent that anysuch person elects to acquire a Certificated Note, as provided below) shall each be issuedinitially in the form of one permanent global note per Class in definitive, fully registered formwithout interest coupons substantially in the form of Exhibit A1 hereto, in the case of theSecured Notes (each, a “Regulation S Global Secured Note”), and in the form of Exhibit A2

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hereto, in the case of the Subordinated Notes (each, a “Regulation S Global Subordinated Note”), and shall be deposited with the Trustee as custodian for, and registered in the name of anominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by theApplicable Issuers and authenticated by the Trustee as hereinafter provided.

The Notes of each Class sold to persons that are QIB/QPs (except to the(ii)extent that any such QIB/QP elects to acquire a Certificated Note as provided below)shall each be issued initially in the form of one permanent global note per Class indefinitive, fully registered form without interest coupons substantially in the form ofExhibit A1 hereto, in the case of the Secured Notes (each, a “Rule 144A Global Secured Note”), and in the form of Exhibit A2 hereto, in the case of the Subordinated Notes (each,a “Rule 144A Global Subordinated Note”), and shall be deposited with the Trustee ascustodian for, and registered in the name of a nominee of, DTC, duly executed by theApplicable Issuers and authenticated by the Trustee as hereinafter provided. AnySecured Notes sold to persons that are IAI/QPs and any Secured Notes sold to a QIB/QPor persons who are not U.S. persons in offshore transactions in reliance on Regulation Sthat so elects and notifies the Issuer and the Initial Purchaser, shall be issued in the formof definitive, fully registered notes without coupons substantially in the form of Exhibit A1 hereto (each, a “Certificated Secured Note”), which shall be registered in the name ofthe beneficial owner or a nominee thereof, duly executed by the Issuer and authenticatedby the Trustee as hereinafter provided. The Subordinated Notes sold to persons that areIAI/QPs and any Subordinated Notes sold to QIB/QPs or persons who are not U.S.persons in offshore transactions in reliance on Regulation S that so elect, shall be issuedin the form of definitive, fully registered notes without coupons substantially in the formof Exhibit A2 hereto (each, a “Certificated Subordinated Note”) which shall be registeredin the name of the beneficial owner or a nominee thereof, duly executed by the Issuer andauthenticated by the Trustee as hereinafter provided.

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

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

Agent Members and owners of beneficial interests in Global Notes shall have norights under this Indenture with respect to any Global Notes held by the Trustee, as custodian forDTC and DTC may be treated by the Co-Issuers, the Trustee, and any agent of the Co-Issuers orthe Trustee as the absolute owner of such Note for all purposes whatsoever. Notwithstanding theforegoing, nothing herein shall prevent the Co-Issuers, the Trustee, or any agent of theCo-Issuers or the Trustee, from giving effect to any written certification, proxy or otherauthorization furnished by DTC or impair, as between DTC and its Agent Members, theoperation of customary practices governing the exercise of the rights of a Holder of any Note.

Authorized Amount; Stated Maturity; Denominations. TheSection 2.3aggregate principal amount of the Secured Notes, and the Subordinated Notes that may beauthenticated and delivered under this Indenture is limited to (x) prior to the Refinancing Date,

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U.S.$457,250,000 aggregate principal amount of Secured Notes and Subordinated Notesand (y) on and after the Refinancing Date, U.S.$[], except for Deferred Interest with respect to theDeferrable Notes, Additional Notes issued pursuant to Section 2.4 and Notes issued pursuant tosupplemental indentures in accordance with Article VIII.

SuchPrior to the Refinancing Date, the Notes shall be divided into the Classes,having the designations, original principal amounts and other characteristics as follows:

Notes

Class Designation A-1 A-2 B C D E Subordinated

Original PrincipalAmount

U.S.$286,750,000 U.S.$51,750,000 U.S.$32,750,000 U.S.$20,250,000 U.S.$22,500,000 U.S.$9,000,000 U.S.$34,250,000

Stated Maturity(Payment Date in)

October 2027 October 2027 October 2027 October 2027 October 2027 October 2027 October 2027

Index LIBOR(1) LIBOR(1) LIBOR(1) LIBOR(1) LIBOR(1) LIBOR(1) N/A

Index Maturity Spread(2) 3 month 3 month 3 month 3 month 3 month 3 month N/A

Spread(2) 1.48% 2.15% 3.10% 3.55% 5.25% 6.80% N/A

Initial Rating(s): S&P AAA(sf) AA(sf) A(sf) BBB(sf) BB-(sf) B(sf) N/A

Moody’s Ranking: Aaa (sf) Aa2 (sf) N/A N/A N/A N/A N/A

Priority Classes None A-1 A-1, A-2 A-1, A-2, B A-1, A-2, B, C A-1, A-2, B, C, D A-1, A-2, B, C, D, E

Pari Passu Classes None None None None None None None

Junior Classes A-2, B, C, D, E,Subordinated

B, C, D, E,Subordinated

C, D, E,Subordinated

D, E,Subordinated

E, Subordinated Subordinated None

Listed Notes Yes Yes Yes Yes Yes Yes Yes

Deferrable Notes No No Yes Yes Yes Yes N/A

ERISA Restricted Notes No No No No Yes Yes Yes

Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Issuer

(1) LIBOR shall be calculated by reference to three-month LIBOR; provided that LIBOR for the initial Interest Accrual Period shall becalculated as set forth in the definition of LIBOR set forth in Exhibit C hereto.

(2) The Note Interest Rate for each Class of Floating Rate Notes (other than the Class A-1 Notes) is subject to change in accordance withSection 9.8.

On and after the Refinancing Date, the Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows:

Notes

Class Designation X-R(1) A-1-R(1) A-2-R B-R C-R D-R E-R Subordinated

Original Principal Amount

U.S.$[] U.S.$[] U.S.$[] U.S.$[] U.S.$[] U.S.$[] U.S.$[] U.S.$[]

Stated Maturity (Payment Date in)

[] 20[] [] 20[] [] 20[] [] 20[] [] 20[] [] 20[] [] 20[] [] 20[]

Index LIBOR(2) LIBOR(2) LIBOR(2) LIBOR(2) LIBOR(2) LIBOR(2) LIBOR(2) N/A

Index Maturity 3 month 3 month 3 month 3 month 3 month 3 month 3 month N/A

Spread(3) []% []% []% []% []% []% []% N/A

Initial Rating(s): S&P

[AAA](sf) [AAA](sf) [AA](sf) [A](sf) [BBB-](sf) [BB-](sf) [B-](sf) N/A

Moody’s Ranking: [Aaa](sf) [Aaa] (sf) N/A N/A N/A N/A N/A N/A

Priority Classes None None X-R, A-1-R X-R, A-1-R, A-2-R

X-R, A-1-R, A-2-R, B-R

X-R, A-1-R, A-2-R, B-R, C-R

X-R, A-1-R, A-2-R, B-R,

C-R, D-R

X-R, A-1-R, A-2-R, B-R,

C-R, D-R, E-R

Pari Passu Classes A-1-R X-R None None None None None None

Junior Classes A-2-R, B-R, C-R, D-R, E-R, Subordinated

A-2-R, B-R, C-R, D-R, E-R, Subordinated

B-R, C-R, D-R, E-R, Subordinated

C-R, D-R, E-R, Subordinated

D-R, E-R,Subordinated

E-R, Subordinated Subordinated None

Deferrable Notes No No No Yes Yes Yes Yes N/A

ERISA Restricted

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Class Designation X-R(1) A-1-R(1) A-2-R B-R C-R D-R E-R Subordinated

Notes No No No No No Yes Yes Yes

Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Issuer

(1) Interest on the Class X-R Notes will be paid pari passu with interest on the Class A-1-R Notes. On any Payment Date following a Post-Acceleration Payment Date and to the extent of payments in accordance with the Note Payment Sequence, interest and principal of the Class A-1-R Notes will be paid prior to principal of the Class X-R Notes.

(2) LIBOR shall be calculated by reference to three-month LIBOR; provided that LIBOR for the initial Interest Accrual Period shall be calculated as set forth in the definition of LIBOR.

(3) The Note Interest Rate for the Re-Pricing Eligible Notes is subject to change in accordance with Section 9.8.

The Notes shall be issued in minimum denominations of U.S.$250,000 andintegral multiples of U.S.$1.00 in excess thereof (the “Authorized Denominations”); provided, however, to the extent any Holder ceases to hold any Secured Note with an outstanding balance of at least $250,000 solely as a result of a Regulatory Refinancing, the Authorized Denomination for such Secured Notes held by such Holder (or any subsequent transferee of such Secured Note) shall be equal to the outstanding principal balance of such Secured Note held by such Holder or transferee is less than $[250,000].

Additional Notes. (a) At any time within the Reinvestment PeriodSection 2.4(and, in the case of an issuance of Junior Mezzanine Notes and/or Subordinated Notes only, afterthe Reinvestment Period), subject to the written approval of a Majority of the SubordinatedNotes and the Portfolio Manager (except that, to the extent that the Portfolio Manager has determined in its sole discretion that the issuance of Additional Notes is required for compliance with the Risk Retention Rules by the Portfolio Manager, only the written approval of the Portfolio Manager shall be required), the Applicable Issuers may, pursuant to a supplementalindenture in accordance with Section 8.1 hereof, issue Additional Notes of each Class (other than the Class X Notes) (on a pro rata basis with respect to each Class of Notes, except that a largerproportion of Junior Mezzanine Notes and/or Subordinated Notes may be issued) up to anaggregate maximum amount of Additional Notes equal to 100% of the original principal amountof each such Class of Secured Notes and/or additional notes of one or more new classes ofsecured or unsecured notes that are junior in right of payment to the Secured Notes (the “Junior Mezzanine Notes”); provided that:

the Applicable Issuers shall comply with the requirements of Sections 2.6,(i)3.2, 7.9 and 8.1;

unless only Junior Mezzanine Notes and/or additional Subordinated Notes(ii)are being issued, the Moody’s Rating Condition shall have been satisfied and S&P hasbeen notified of such additional issuance;

the proceeds of any Additional Notes (net of fees and expenses incurred in(iii)connection with such issuance) shall be treated as Principal Proceeds, used to purchaseadditional Collateral Obligations or as otherwise permitted under this Indenture; provided, that the Portfolio Manager may designate any portion of the Additional Junior Mezzanine Notes Proceeds and/or Additional Subordinated Notes Proceeds as Interest Proceeds;

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an opinion of tax counsel of nationally recognized standing in the United(iv)States experienced in such matters shall be delivered to the Trustee that provides thatsuch additional issuance shall not (A) result in the Issuer becoming subject to UnitedStates federal income taxation with respect to its net income, (B) result in the Issuerbeing treated as being engaged in a trade or business within the United States or (C) havea material adverse effect on the tax treatment of the Issuer or the tax consequences to theholders of any Class of Notes Outstanding at the time of issuance (provided that in determining whether a supplemental indenture has a material adverse effect with respect to a holder of any Class of Notes, any related recognition of gain or loss with respect to such Notes under Section 1001 of the Code shall be disregarded);

the Overcollateralization Ratio Tests will be maintained or improved after(v)giving effect to the application of the proceeds of such Additional Notes;

any issuance of additional Subordinated Notes and/or additional secured(vi)or unsecured new classes that are junior in right of payment to the Secured Notes must bein an aggregate principal amount of at least $1,000,000; and

an Officer’s certificate of the Issuer shall be delivered to the Trustee(vii)stating that the conditions of this Section 2.4(a) have been satisfied.

The terms and conditions of the Additional Notes of each Class issued(b)pursuant to this Section 2.4 shall be identical to those of the initial Notes of that Class (exceptthat the interest due on the Additional Notes that are Secured Notes shall accrue from the issuedate of such Additional Notes and the spread over LIBOR and price of such Additional Notes donot have to be identical to those of the initial Notes of that Class; provided that the spread overLIBOR of any such additional Secured Notes will not be greater than the spread over LIBOR onthe applicable Class of Secured Notes). Interest on the Additional Notes that are Secured Notesshall be payable commencing on the first Payment Date following the issue date of suchAdditional Notes (if issued prior to the applicable Record Date). The Additional Notes shallrank pari passu in all respects with the initial Notes of that Class.

Any Additional Notes of each Class issued pursuant to this Section 2.4 (c)shall, to the extent reasonably practicable, be offered first to Noteholders of that Class in such amounts as are necessary to preserve their pro rata holdings of Notes of such ClassExcept to the extent that the Portfolio Manager has determined in its sole discretion that the issuance of Additional Notes is required for compliance with the Risk Retention Rules by the Portfolio Manager, any Additional Notes of each Class issued pursuant to this Section 2.4 shall, to the extent reasonably practicable, be offered first to Noteholders of that Class in such amounts as are necessary to preserve their pro rata holdings of Notes of such Class; provided that any additional Junior Mezzanine Notes issued as described above will, to the extent reasonably practicable, be offered first to the Holders of the Subordinated Notes and any existing Holders of Junior Mezzanine Notes in such amounts as are necessary to preserve their pro rata holdings of the Junior Mezzanine Notes and the Subordinated Notes on a combined basis. With respect to any additional Subordinated Notes or Junior Mezzanine Notes, if any such holder declines such offer in the preceding sentences, its portion of additional Subordinated Notes or Junior Mezzanine

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Notes will be offered to the holders of the Subordinated Notes and/or the Junior Mezzanine Notes that accept such offer as are necessary to preserve the pro rata holdings of additional Junior Mezzanine Notes and/or Subordinated Notes, collectively, of the accepting Holders. Any such offer to an existing Holder of Subordinated Notes or existing Holder of Junior Mezzanine Notes that has not been accepted within seven Business Days after deliver of such offer by or on behalf of the Issuer shall be deemed a notice by such Holder that it declines to purchase Additional Notes.

The Co-Issuers or the Issuer may also issue Additional Notes in (d)connection with an Optional Redemption by Refinancing or Partial Redemption by Refinancing, including the Optional Redemption by Refinancing that occurs on the Refinancing Date, which issuance will not be subject to Section 2.4(a) or (b) or Section 3.2 but will be subject only to Section 9.2 or Section 9.3, as applicable; provided that in the case of an issuance of Additional Notes in connection with a Partial Redemption by Refinancing, the Moody’s Rating Condition is satisfied with respect to any Class of Secured Notes then rated by Moody’s and not subject to such Partial Redemption by Refinancing. Additional Notes to be issued on an Additional Notes Closing Date pursuant to this clause (d) shall be delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order.

Execution, Authentication, Delivery and Dating. The Notes shallSection 2.5be executed on behalf of each of the Applicable Issuers by one of their respective AuthorizedOfficers. The signature of such Authorized Officer on the Notes may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of thisIndenture, the Issuer and the Co-Issuer may deliver Notes executed by the Applicable Issuers tothe Trustee or the Authenticating Agent for authentication and the Trustee or the AuthenticatingAgent, upon Issuer Order, shall authenticate and deliver such Notes as provided in this Indentureand not otherwise.

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

Notes issued upon transfer, exchange or replacement of other Notes shall beissued in Authorized Denominations reflecting the original Aggregate Outstanding Amount ofthe Notes so transferred, exchanged or replaced, but shall represent only the current Outstandingprincipal amount of the Notes so transferred, exchanged or replaced. In the event that any Noteis divided into more than one Note in accordance with this Article II, the original principalamount of such Note shall be proportionately divided among the Notes delivered in exchange

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therefor and shall be deemed to be the original aggregate principal amount (or original aggregateface amount, as applicable) of such subsequently issued Notes.

No Note shall be entitled to any benefit under this Indenture or be valid orobligatory for any purpose, unless there appears on such Note a Certificate of Authentication,substantially in the form provided for herein, executed by the Trustee or by the AuthenticatingAgent by the manual signature of one of their Authorized Officers, and such certificate upon anyNote shall be conclusive evidence, and the only evidence, that such Note has been dulyauthenticated and delivered hereunder.

Registration, Registration of Transfer and Exchange. (a) TheSection 2.6Issuer shall cause to be kept a register (the “Register”) at the Corporate Trust Office in which,subject to such reasonable regulations as it may prescribe, the Issuer shall provide for theregistration of Notes and the registration of transfers of Notes. The Trustee is hereby initiallyappointed “Registrar” for the purpose of registering Notes and transfers of such Notes withrespect to the Register maintained in the United States as herein provided. Upon any resignationor removal of the Registrar, the Issuer shall promptly appoint a successor.

If a Person other than the Trustee is appointed by the Issuer as Registrar, theIssuer shall give the Trustee prompt written notice of the appointment of a Registrar and of thelocation, and any change in the location, of the Register, and the Trustee shall have the right toinspect the Register at all reasonable times and to obtain copies thereof and the Trustee shallhave the right to rely upon a certificate executed on behalf of the Registrar by an Officer thereofas to the names and addresses of the Holders of the Notes and the principal or face amounts andnumbers of such Notes. Upon request at any time the Registrar shall provide to the Issuer, thePortfolio Manager, the Initial Purchaser or any Holder a current list of Holders as reflected in theRegister.

Subject to this Section 2.6, upon surrender for registration of transfer of anyNotes at the office or agency of the Co-Issuers to be maintained as provided in Section 7.2, theApplicable Issuers shall execute, and the Trustee shall authenticate and deliver, in the name ofthe designated transferee or transferees, one or more new Notes of any Authorized Denominationand of a like aggregate principal or face amount. At any time, the Initial Purchaser may requesta list of Holders from the Trustee and the Trustee shall provide such a list of Holders to theextent such information is available to the Trustee.

At the option of the Holder, Notes may be exchanged for Notes of like terms, inany Authorized Denominations and of like aggregate principal or face amount, upon surrender ofthe Notes to be exchanged at such office or agency. Whenever any Note is surrendered forexchange, the Applicable Issuers shall execute, and the Trustee shall authenticate and deliver,the Notes that the Holder making the exchange is entitled to receive.

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

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Every Note presented or surrendered for registration of transfer or exchange shallbe duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory tothe Registrar duly executed by the Holder thereof or his attorney duly authorized in writing withsuch signature guaranteed by an “eligible guarantor institution” meeting the requirements of theRegistrar, which requirements include membership or participation in Securities Transfer AgentsMedallion Program (“STAMP”) or such other “signature guarantee program” as may bedetermined by the Registrar in addition to, or in substitution for, STAMP, all in accordance withthe Exchange Act.

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

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

(i) Each purchaser and transferee of Class E Notes or Global Subordinated(c)Notes or any interest in such Notes shall be deemed to represent and agree that it is not anAffected Bank. No transfer of any Class E Note or Subordinated Note to an Affected Bank shallbe effective, and the Trustee (acting solely in reliance upon such transfer certificate) shall notrecognize any such transfer, unless such transfer is specifically authorized by the Issuer inwriting. Each purchaser and subsequent transferee, as applicable, of Class E Notes orSubordinated Notes from persons other than the Issuer shall be deemed to have represented andagreed that such purchaser and subsequent transferee, as applicable, is not an Affected Bank.

(A) Each purchaser and transferee of the Co-Issued Notes or any interest(ii)in such Notes shall be required (or, in the case of a transferee of the Co-Issued Notes of aClass represented by an interest in a Global Note, deemed) on each day from the date onwhich such beneficial owner acquires its interest in any such Notes through and includingthe date on which such beneficial owner disposes of its interest in such Notes to representand agree that either (1) it is neither a Benefit Plan Investor, nor a governmental, church,non-U.S. or other plan which is subject to any Other Plan Law or (2) its purchase,holding and disposition of any such Note will not constitute or result in a non-exemptprohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, inthe case of a governmental, church, non-U.S. or other plan, a non-exempt violation underany Other Plan Law).

Each purchaser and transferee of Class D Notes or Class E Notes(B)or any interest in such a Class D Note or Class E Note shall be deemed (or, in thecase of a transferee of Class D Notes or Class E Notes in the form of CertificatedSecured Notes, required) on each day from the date on which such beneficial

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owner acquires its interest in such Notes through and including the date on whichsuch beneficial owner disposes of its interest in such Notes to represent and agreethat (1) except as otherwise permitted in writing by the Issuer, it is not a BenefitPlan Investor or a Controlling Person and (2) if it is a governmental, church,non-U.S. or other plan which is subject to any Other Plan Law, (a) it is not, andfor so long as it holds such Note or interest therein will not be, subject to anySimilar Law, and (b) its acquisition, holding and disposition of its interest in suchNote will not constitute or result in a non-exempt violation of any Other PlanLaw.

Each purchaser and transferee of Subordinated Notes or any(C)interest in such a Subordinated Note shall be required (or, in the case of atransferee of Subordinated Notes in the form of Global Subordinated Notes,deemed) on each day from the date on which such beneficial owner acquires itsinterest in any such Subordinated Notes through and including the date on whichsuch beneficial owner disposes of its interest in such Subordinated Notes torepresent and agree that (1) except as otherwise permitted in writing by the Issuer,it is not and for as long as it holds such Subordinated Notes shall not be a BenefitPlan Investor or Controlling Person, and (2) if it is a governmental, church,non-U.S. or other plan which is subject to any Other Plan Law, (a) it is not, andfor so long as it holds such Subordinated Note or interest therein will not be,subject to any Similar Law, and (b) its acquisition, holding and disposition of itsinterest in such Subordinated Note will not constitute or result in a non-exemptviolation of any Other Plan Law.

Each purchaser and transferee of a Note that is a Benefit Plan (D)Investor represents and agrees that: (A) the person or entity making the investment decision on behalf of such purchaser with respect to the purchase of this Note is “independent” (within the meaning of 29 CFR 2510.3-21) and is one of the following: (I) a bank as defined in section 202 of the Investment Advisers Act or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (II) an insurance carrier that is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan Investor; (III) an investment adviser registered under the Investment Advisers Act or, if not registered as an investment adviser under the Investment Advisers Act by reason of paragraph (1) of section 203A of the Investment Advisers Act is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office and place of business; (IV) a broker-dealer registered under the Exchange Act; or (V) an independent fiduciary that holds, or has under management or control, total assets of at least $50 million; (B) the person or entity making the investment decision on behalf of such purchaser or transferee with respect to the transaction is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; (C) the person or entity making the investment decision on behalf of such purchaser or transferee with respect to the transaction is a fiduciary under ERISA or the Code, or both, with respect to the transaction and is

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responsible for exercising independent judgment in evaluating the transaction; and (D) no fee or other compensation is being paid directly to the Issuer, the Co-Issuer, the Trustee, the Initial Purchaser, the Portfolio Manager or any affiliate thereof for investment advice (as opposed to other services) in connection with the transaction.

Each of the Issuer, the Co-Issuer, the Trustee, the Initial Purchaser, the Portfolio Manager and its respective affiliates (on behalf of itself) hereby informs each purchaser or transferee of a Note that is a Benefit Plan Investor that none of the Issuer, the Co-Issuer, the Trustee, the Initial Purchaser, the Portfolio Manager and its affiliates (on behalf of itself) has undertaken nor is undertaking to provide impartial investment advice, or to give advice in a fiduciary or any other capacity, in connection with such purchaser’s or transferee’s acquisition of a Note, and that each of the Issuer, the Co-Issuer, the Trustee, the Initial Purchaser, the Portfolio Manager and its affiliates (on behalf of itself) has a financial interest in the transaction in that the Issuer, the Co-Issuer, the Initial Purchaser, the Trustee, the Portfolio Manager, or an affiliate thereof (on behalf of itself), may receive fees or other payments in connection with the transaction pursuant to the Transaction Documents or otherwise.

The Trustee shall not be responsible for ascertaining whether any transfer(d)complies with, or for otherwise monitoring or determining compliance with, the requirements orterms of the Securities Act, applicable state securities laws, ERISA, the Code or the InvestmentCompany Act; except that if a certificate is specifically required by the terms of this Section 2.6to be provided to the Trustee by a prospective transferor or transferee, the Trustee shall be undera duty to receive and examine the same to determine whether it conforms substantially on itsface to the applicable requirements of this Section 2.6. Notwithstanding the foregoing, theTrustee, relying solely on representations deemed to have been made by Holders of the Class DNotes, Holders of the Class E Notes and Holders of the Subordinated Notes (or writtenpermission granted by the Issuer with respect to the holding of the Class D Notes, Class E Notesor Subordinated Notes by Benefit Plan Investors or Controlling Persons), shall not permit anytransfer of Class D Notes, Class E Notes or Subordinated Notes if such transfer would result in25% or more of the Aggregate Outstanding Amount of the Class D Notes, the Class E Notes orthe Subordinated Notes being held by Benefit Plan Investors, as calculated pursuant to 29 C.F.R.§ 2510.3-101, as modified by Section 3(42) of ERISA.

For so long as any of the Notes are Outstanding, the Issuer shall not issue(e)or permit the transfer of any shares of the Issuer to U.S. Persons and the Co-Issuer shall not issueor permit the transfer of any shares of the Co-Issuer to U.S. Persons.

So long as a Global Note remains Outstanding and is held by or on behalf(f)of DTC, transfers of such Global Note, in whole or in part, shall only be made in accordancewith Section 2.2(b) and this Section 2.6(f).

Subject to clauses (ii) and (iii) of this Section 2.6(f), transfers of a Global(i)Note shall be limited to transfers of such Global Note in whole, but not in part, tonominees of DTC or to a successor of DTC or such successor’s nominee.

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Rule 144A Global Note or Certificated Note to Regulation S Global Note (ii)or Certificated Note. If a holder of a beneficial interest in a Rule 144A Global Notedeposited with DTC or a Holder of a Certificated Note wishes at any time to exchange itsinterest in such Rule 144A Global Note or Certificated Note for an interest in thecorresponding Regulation S Global Note or a Certificated Note, or to transfer its interestin such Rule 144A Global Note or Certificated Note to a Person who wishes to takedelivery thereof in the form of an interest in the corresponding Regulation S Global Noteor a Certificated Note, such holder, provided such holder or, in the case of a transfer, thetransferee is not a U.S. person and is acquiring such interest in an offshore transaction,may, subject to the immediately succeeding sentence and the rules and procedures ofDTC, exchange or transfer, or cause the exchange or transfer of, such interest for anequivalent beneficial interest in the corresponding Regulation S Global Note or aCertificated Note. Upon receipt by the Trustee or the Registrar of (A) if the transferee istaking a beneficial interest in a Regulation S Global Note, instructions given inaccordance with DTC’s procedures from an Agent Member directing the Trustee or theRegistrar to credit or cause to be credited a beneficial interest in the correspondingRegulation S Global Note, but not less than the minimum denomination applicable tosuch holder’s Notes, in an amount equal to the beneficial interest in the Rule 144AGlobal Note or Certificated Note to be exchanged or transferred, and in the case of atransfer of Certificated Notes, such Holder’s Certificated Notes properly endorsed forassignment to the transferee, (B) a written order given in accordance with DTC’sprocedures containing information regarding the participant account of DTC and theEuroclear or Clearstream account to be credited with such increase, (C) a certificate inthe form of Exhibit B1 attached hereto given by the holder of such beneficial interest and(D) a written certification in the form of Exhibit B4A or Exhibit B5, as applicable,attached hereto given by the transferee in respect of such beneficial interest or, in the caseof a transfer of Certificated Notes, a written certification in the form of Exhibit B3 orExhibit B4B, as applicable, then the Trustee or the Registrar shall approve theinstructions at DTC to reduce the principal amount of the Rule 144A Global Note (or, inthe case of a transfer of Certificated Notes, the Trustee or the Registrar shall cancel suchNotes) and either (x) if the transferee is taking a beneficial interest in a Regulation SGlobal Note, increase the principal amount of the Regulation S Global Note by theaggregate principal amount of the beneficial interest in the Rule 144A Global Note orCertificated Note to be exchanged or transferred, and to credit or cause to be credited tothe securities account of the Person specified in such instructions a beneficial interest inthe corresponding Regulation S Global Note equal to the reduction in the principalamount of the Rule 144A Global Note (or, in the case of a cancellation of CertificatedNotes, equal to the principal amount of Notes so cancelled) or (y) if the transferee istaking an interest in a Certificated Note, the Registrar shall record the transfer in theRegister in accordance with Section 2.6(a) and, upon execution by the ApplicableIssuers, authenticate and deliver one or more Certificated Notes, as applicable, registeredin the names specified in the instructions described above, in principal amountsdesignated by the transferee (the aggregate of such principal amounts being equal to theaggregate principal amount of the interest in the Rule 144A Global Note or theCertificated Note, as applicable, transferred by the transferor), and in AuthorizedDenominations.

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Regulation S Global Note or Certificated Note to Rule 144A Global Note (iii)or Certificated Note. If a holder of a beneficial interest in a Regulation S Global Notedeposited with DTC or a Holder of a Certificated Note wishes at any time to exchange itsinterest in such Regulation S Global Note for an interest in the corresponding Rule 144AGlobal Note or for a Certificated Note or to transfer its interest in such Regulation SGlobal Note or a Certificated Note to a Person who wishes to take delivery thereof in theform of an interest in the corresponding Rule 144A Global Note or for a CertificatedNote, such holder may, subject to the immediately succeeding sentence and the rules andprocedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange ortransfer, or cause the exchange or transfer of, such interest for an equivalent beneficialinterest in the corresponding Rule 144A Global Note or for a Certificated Note. Uponreceipt by the Trustee or the Registrar of (A) if the transferee is taking a beneficialinterest in a Rule 144A Global Note, instructions from Euroclear, Clearstream and/orDTC, as the case may be, directing the Registrar to cause to be credited a beneficialinterest in the corresponding Rule 144A Global Note in an amount equal to the beneficialinterest in such Regulation S Global Note or Certificated Note, but not less than theminimum denomination applicable to such holder’s Notes to be exchanged or transferred,such instructions to contain information regarding the participant account with DTC to becredited with such increase, (B) a certificate in the form of Exhibit B2 attached heretogiven by the holder of such beneficial interest and (C) a written certification in the formof Exhibit B4A or Exhibit B5, as applicable, attached hereto given by the transferee inrespect of such beneficial interest or, in the case of a transfer of Certificated Notes, awritten certification in the form of Exhibit B3 or Exhibit B4B, as applicable, attachedhereto given by the transferee, then the Registrar shall approve the instructions at DTC toreduce, or cause to be reduced, the Regulation S Global Note (or, in the case of a transferof a Certificated Note, the Trustee or the Registrar shall cancel such Note) by theaggregate principal amount of the beneficial interest in the Regulation S Global Note orCertificated Note to be transferred or exchanged and either (x) if the transferee is taking abeneficial interest in a Rule 144A Global Note, the Registrar shall instruct DTC,concurrently with such reduction, to credit or cause to be credited to the securitiesaccount of the Person specified in such instructions a beneficial interest in thecorresponding Rule 144A Global Note equal to the reduction in the principal amount ofthe Regulation S Global Note (or, in the case of a cancellation of Certificated Notes,equal to the principal amount of Notes so cancelled) or (y) if the transferee is taking aninterest in a Certificated Note, the Registrar shall record the transfer in the Register inaccordance with Section 2.6(a) and, upon execution by the Applicable Issuers,authenticate and deliver one or more Certificated Notes, as applicable, registered in thenames specified in the instructions described above, in principal amounts designated bythe transferee (the aggregate of such principal amounts being equal to the aggregateprincipal amount of the interest in the Regulation S Global Note transferred by thetransferor (or, in the case of a cancellation of Certificated Notes, equal to the principalamount of Notes so cancelled)), and in Authorized Denominations.

Other Exchanges. In the event that a Global Note is exchanged for Notes(iv)in definitive registered form without interest coupons pursuant to Section 2.11, suchGlobal Notes may be exchanged for one another only in accordance with such procedures

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as are substantially consistent with the provisions above (including certificationrequirements intended to ensure that such transfers are made only to Holders who areQualified Purchasers in transactions exempt from registration under the Securities Act orare to persons who are not U.S. persons who are non-U.S. residents (as determined forpurposes of the Investment Company Act), and otherwise comply with Regulation Sunder the Securities Act, as the case may be), and as may be from time to time adoptedby the Co-Issuers and the Trustee.

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

Each Person who becomes a beneficial owner of Secured Notes of a Class(h)represented by an interest in a Global Note shall be deemed to have represented and agreed asfollows:

In connection with the purchase of such Secured Notes: (A) none of the(i)Co-Issuers, the Portfolio Manager (except with respect to Notes purchased by funds oraccounts with respect to which the Portfolio Manager provides investment advisoryservices), the Initial Purchaser, the Trustee, the Collateral Administrator, theAdministrator or any of their respective Affiliates is acting as a fiduciary or financial orinvestment adviser for such beneficial owner; (B) such beneficial owner is not relying(for purposes of making any investment decision or otherwise) upon any advice, counselor representations (whether written or oral) of the Co-Issuers, the Portfolio Manager(except with respect to Notes purchased by funds or accounts with respect to which thePortfolio Manager provides investment advisory services), the Trustee, the CollateralAdministrator, the Administrator, the Initial Purchaser, or any of their respectiveAffiliates other than any statements in the Offering Circular, and such beneficial ownerhas read and understands the Offering Circular; (C) such beneficial owner has consultedwith its own legal, regulatory, tax, business, investment, financial and accountingadvisers to the extent it has deemed necessary and has made its own investment decisions(including decisions regarding the suitability of any transaction pursuant to thisIndenture) based upon its own judgment and upon any advice from such advisers as it hasdeemed necessary and not upon any view expressed by the Co-Issuers, the PortfolioManager (except with respect to Notes purchased by funds or accounts with respect towhich the Portfolio Manager provides investment advisory services), the Trustee, theCollateral Administrator, the Administrator, the Initial Purchaser, or any of their

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respective Affiliates; (D) such beneficial owner is either (1) in the case of a beneficialowner of an interest in a Rule 144A Global Secured Note both (x) a QualifiedInstitutional Buyer that is not a broker-dealer which owns and invests on a discretionarybasis less than U.S.$25 million in securities of issuers that are not affiliated persons ofthe dealer and is not a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144Aor a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets ofsuch a plan, if investment decisions with respect to the plan are made by beneficiaries ofthe plan and (y) a Qualified Purchaser (for purposes of Section 3(c)(7) of the InvestmentCompany Act) or (2) not a U.S. person and is acquiring such Secured Notes in anoffshore transaction (as defined in Regulation S) in reliance on the exemption fromregistration provided by Regulation S; (E) such beneficial owner is acquiring its interestin such Secured Notes for its own account; (F) such beneficial owner was not formed forthe purpose of investing in such Secured Notes (except when each beneficial owner ofsuch Person is a Qualified Purchaser); (G) such beneficial owner understands that theIssuer may receive a list of participants holding interests in the Secured Notes from oneor more book-entry depositories; (H) such beneficial owner shall hold and transfer atleast the minimum denomination of such Secured Notes; (I) such beneficial ownerunderstands that the Notes are illiquid and it is prepared to hold the Notes until theirmaturity; (J) such beneficial owner has had access to such financial and other informationconcerning the Issuer and the Notes as it has deemed necessary or appropriate in order tomake an informed investment decision with respect to its purchase of the Notes,including an opportunity to ask questions of and request information from the Issuer andthe Portfolio Manager; (K) such beneficial owner shall provide notice of the relevanttransfer restrictions to subsequent transferees; and (L) such beneficial owner is able tobear the economic risks of an investment in the Notes and is able to sustain a completeloss of such investment in the Notes.

In the case of the Co-Issued Notes, on each day from the date on which(ii)such beneficial owner acquires its interest in any Secured Notes through and includingthe date on which such beneficial owner disposes of its interest in such Secured Noteseither that (A) it is neither a Benefit Plan Investor, nor a governmental, church, non-U.S.or other plan which is subject to any Other Plan Law or (B) its purchase, holding anddisposition of any such Note will not constitute or result in a non-exempt prohibitedtransaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of agovernmental, church, non-U.S. or other plan, a non-exempt violation under any OtherPlan Law).

In the case of the Class D Notes and the Class E Notes on each day from(iii)the date on which such beneficial owner acquires its interest in any Class D Notes orClass E Notes through and including the date on which such beneficial owner disposes ofits interest in such Class D Notes or Class E Notes, (x) except as otherwise permitted inwriting by the Issuer, that it is not a Benefit Plan Investor or Controlling Person and (y) ifit is a governmental, church, non-U.S. or other plan which is subject to any Other PlanLaw, (1) it is not, and for so long as it holds such Note or interest therein will not be,subject to any Similar Law, and (2) its acquisition, holding and disposition of its interestin such Note will not constitute or result in a non-exempt violation of any Other PlanLaw.

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Such beneficial owner understands that such Notes are being offered only(iv)in a transaction not involving any public offering in the United States within the meaningof the Securities Act, such Notes have not been and will not be registered under theSecurities Act or the securities law of any state or other jurisdiction, and, if in the futuresuch beneficial owner decides to offer, resell, pledge or otherwise transfer such Notes,such Notes may be offered, resold, pledged or otherwise transferred only in accordancewith the provisions of this Indenture and the legend on such Notes. Such beneficialowner acknowledges that no representation has been made as to the availability of anyexemption under the Securities Act or any state securities laws for resale of the Notes.Such beneficial owner understands that neither of the Co-Issuers has been registeredunder the Investment Company Act, and that the Co-Issuers are exempt from registrationas such by virtue of Section 3(c)(7) of the Investment Company Act.

It is aware that, except as otherwise provided in this Indenture, the Notes(v)being sold to it, if any, in reliance on Regulation S shall be represented by one or moreRegulation S Global Secured Notes, and that beneficial interests therein may be held onlythrough Euroclear or Clearstream.

It shall provide notice to each Person to whom it proposes to transfer any(vi)interest in the Notes of the transfer restrictions and representations set forth in Section 2.6, including the Exhibits referenced herein.

It acknowledges and agrees that it may not, prior to the date which is one(vii)year (or if longer, any applicable preference period) and one day after the payment in fullof all Notes, institute against, or join any other person in instituting against, the Issuer,the Co-Issuer or any Tax Subsidiary any bankruptcy, reorganization, arrangement,insolvency, moratorium or liquidation proceedings, or other proceedings under CaymanIslands, U.S. federal or state bankruptcy or similar laws and that, if it violates suchrestriction, it will be subject to the Bankruptcy Subordination Agreement.

To the extent required by the Issuer, as determined by the Issuer or the(viii)Portfolio Manager on behalf of the Issuer, it understands that the Issuer and its agentsmay, upon notice to the Trustee, impose additional transfer restrictions on the Notes tocomply with the USA PATRIOT Act and other similar laws or regulations, including,without limitation, requiring each transferee of a Note to make representations to theIssuer in connection with such compliance.

Each Person who becomes a beneficial owner of Subordinated Notes(i)represented by a Global Subordinated Note shall be deemed to have made the followingrepresentations and agreements:

In connection with the purchase of such Subordinated Note: (A) none of(i)the Co-Issuers, the Portfolio Manager (except with respect to Notes purchased by fundsor accounts with respect to which the Portfolio Manager provides investment advisoryservices), the Initial Purchaser, the Trustee, the Collateral Administrator, theAdministrator or any of their respective Affiliates is acting as a fiduciary or financial or

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investment advisor for such beneficial owner; (B) such beneficial owner is not relying(for purposes of making any investment decision or otherwise) upon any advice, counselor representations (whether written or oral) of the Co-Issuers, the Portfolio Manager(except with respect to Notes purchased by funds or accounts with respect to which thePortfolio Manager provides investment advisory services), the Trustee, the CollateralAdministrator, the Administrator, the Initial Purchaser, or any of their respectiveAffiliates other than any statements in the Offering Circular and such beneficial ownerhas read and understands the Offering Circular; (C) such beneficial owner has consultedwith its own legal, regulatory, tax, business, investment, financial and accountingadvisors to the extent it has deemed necessary and has made its own investment decisions(including decisions regarding the suitability of any transaction pursuant to thisIndenture) based upon its own judgment and upon any advice from such advisors as it hasdeemed necessary and not upon any view expressed by the Co-Issuers, the PortfolioManager (except with respect to Notes purchased by funds or accounts with respect towhich the Portfolio Manager provides investment advisory services), the Trustee, theCollateral Administrator, the Administrator, the Initial Purchaser, or any of theirrespective Affiliates; (D) such beneficial owner is either (1) in the case of a beneficialinterest in a Rule 144A Global Subordinated Note both (x) a Qualified InstitutionalBuyer that is not a broker dealer which owns and invests on a discretionary basis lessthan U.S.$25 million in securities of issuers that are not affiliated persons of the dealerand is not a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A or a trustfund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan,if investment decisions with respect to the plan are made by beneficiaries of the plan and(y) a Qualified Purchaser (for purposes of Section 3(c)(7) of the Investment CompanyAct) or (2) not a U.S. person and is acquiring the Subordinated Notes in an offshoretransaction in reliance on the exemption from registration provided by Regulation S; (E)such beneficial owner is acquiring its interest in such Subordinated Notes for its ownaccount; (F) such beneficial owner was not formed for the purpose of investing in suchSubordinated Notes (except when each beneficial owner of such Person is a QualifiedPurchaser); (G) such beneficial owner understands that the Issuer may receive a list ofparticipants holding interests in the Subordinated Notes from one or more book entrydepositories; (H) such beneficial owner shall hold and transfer at least the minimumdenomination of such Subordinated Notes; (I) such beneficial owner is a sophisticatedinvestor and is purchasing the Subordinated Notes with a full understanding of all of theterms, conditions and risks thereof, and is capable of assuming and willing to assumethose risks; (J) such beneficial owner understands that the Notes are illiquid and it isprepared to hold the Notes until their maturity; (K) such beneficial owner has had accessto such financial and other information concerning the Issuer and the Notes as it hasdeemed necessary or appropriate in order to make an informed investment decision withrespect to its purchase of the Notes, including an opportunity to ask questions of andrequest information from the Issuer and the Portfolio Manager; and (L) such beneficialowner will provide notice of the relevant transfer restrictions to subsequent transferees.

That on each day from the date on which it acquires its interest in (ii)Subordinated Note through and including the date on which it disposes of its interest insuch Subordinated Note that (A) except as otherwise permitted in writing by the Issuer, itis not a Benefit Plan Investor or Controlling Person, or (B) if it is a governmental,

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church, non-U.S. or other plan which is subject to any Other Plan Law, (1) it is not, andfor so long as it holds such Subordinated Note or interest therein will not be, subject toany Similar Law, and (2) its acquisition, holding and disposition of its interest in such Subordinated Note will not constitute or result in a non-exempt violation of any OtherPlan Law.

Such beneficial owner understands that such Subordinated Notes are being(iii)offered only in a transaction not involving any public offering in the United States withinthe meaning of the Securities Act, such Subordinated Notes have not been and will not beregistered under the Securities Act or the securities law of any state or other jurisdiction,and, if in the future such beneficial owner decides to offer, resell, pledge or otherwisetransfer such Subordinated Notes, such Subordinated Notes may be offered, resold,pledged or otherwise transferred only in accordance with the provisions of this Indentureand the legend on such Subordinated Note. Such beneficial owner acknowledges that norepresentation has been made as to the availability of any exemption under the SecuritiesAct or any state securities laws for resale of the Subordinated Notes. Such beneficialowner understands that neither of the Co-Issuers has been registered under theInvestment Company Act, and that the Co-Issuers are exempt from registration as suchby virtue of Section 3(c)(7) of the Investment Company Act.

Such beneficial owner is aware that the Subordinated Notes being sold to(iv)it, if any, in reliance on Regulation S, shall be represented by one or more Regulation SGlobal Subordinated Notes, and that in each case beneficial interests therein may be heldonly through Euroclear or Clearstream.

Such beneficial owner understands that any resale or other transfer of an(v)interest in a Regulation S Global Subordinated Note to U.S. persons (as defined inRegulation S) shall not be permitted unless such resale or other transfer is conducted inaccordance with this Section 2.6.

It acknowledges and agrees that it may not, prior to the date which is one(vi)year (or if longer, any applicable preference period) and one day after the payment in fullof all Notes, institute against, or join any other person in instituting against, the Issuer,the Co-Issuer or any Tax Subsidiary any bankruptcy, reorganization, arrangement,insolvency, moratorium or liquidation proceedings, or other proceedings under CaymanIslands, U.S. federal or state bankruptcy or similar laws and that, if it violates suchrestriction, it will be subject to the Bankruptcy Subordination Agreement.

To the extent required by the Issuer, as determined by the Issuer or the(vii)Portfolio Manager on behalf of the Issuer, it understands that the Issuer and its agentsmay, upon notice to the Trustee, impose additional transfer restrictions on the Notes tocomply with the USA PATRIOT Act and other similar laws or regulations, including,without limitation, requiring each transferee of a Note to make representations to theIssuer in connection with such compliance.

Each Person who becomes an owner of a Certificated Note and each(j)purchaser of Global Subordinated Notes from the Issuer on the Closing Date shall be required to

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make the representations and agreements set forth in Exhibit B3, Exhibit B4B or Exhibit B4C asapplicable, in a subscription agreement or representation letter with the Issuer. No IAI who isnot also a QIB may at any time acquire an interest in a Rule 144A Global Note. No U.S. personmay at any time acquire an interest in a Regulation S Global Note. In addition, each initialpurchaser of Class D Notes and Class E Notes will be required to provide a purchaserrepresentation letter in which it will be required to certify, among other matters, as to its statusunder the Securities Act, Investment Company Act and ERISA.

Any purported transfer of a Note not in accordance with this Section 2.6(k)shall be null and void and shall not be given effect for any purpose whatsoever.

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

The Registrar, the Trustee and the Issuer shall be entitled to conclusively(m)rely on any transfer certificate delivered pursuant to this Section 2.6 and shall be able to presumeconclusively the continuing accuracy thereof, in each case without further inquiry orinvestigation.

Mutilated, Defaced, Destroyed, Lost or Stolen Note. If (a) anySection 2.7mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered to theApplicable Issuers, the Trustee and the relevant Transfer Agent evidence to their reasonablesatisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to theApplicable Issuers, the Trustee and such Transfer Agent, and any agent of the ApplicableIssuers, the Trustee and such Transfer Agent, such security or indemnity as may be reasonablyrequired by them to save each of them harmless, then, in the absence of notice to the ApplicableIssuers, the Trustee or such Transfer Agent that such Note has been acquired by a ProtectedPurchaser, the Applicable Issuers shall execute and, upon Issuer Order, the Trustee shallauthenticate and deliver, in lieu of any such mutilated, defaced, destroyed, lost or stolen Note, anew Note, of like tenor (including the same date of issuance) and equal principal or face amount,registered in the same manner, dated the date of its authentication, bearing interest from the dateto which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note andbearing a number not contemporaneously outstanding.

If, after delivery of such new Note, a Protected Purchaser of the predecessor Notepresents for payment, transfer or exchange such predecessor Note, the Applicable Issuers, theTransfer Agent and the Trustee shall be entitled to recover such new Note from the Person towhom it was delivered or any Person taking therefrom, and shall be entitled to recover upon thesecurity or indemnity provided therefor to the extent of any loss, damage, cost or expenseincurred by the Applicable Issuers, the Trustee and the Transfer Agent in connection therewith.

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

Upon the issuance of any new Note under this Section 2.7, the Applicable Issuers,the Trustee or the applicable Transfer Agent may require the payment by the Holder thereof of asum sufficient to cover any tax or other governmental charge that may be imposed in relationthereto and any other expenses (including the fees and expenses of the Trustee) connectedtherewith.

Every new Note issued pursuant to this Section 2.7 in lieu of any mutilated,defaced, destroyed, lost or stolen Note shall constitute an original additional contractualobligation of the Applicable Issuers and such new Note shall be entitled, subject to the secondparagraph of this Section 2.7, to all the benefits of this Indenture equally and proportionatelywith any and all other Notes of the same Class duly issued hereunder.

The provisions of this Section 2.7 are exclusive and shall preclude (to the extentlawful) all other rights and remedies with respect to the replacement or payment of mutilated,defaced, destroyed, lost or stolen Notes.

Payment of Principal and Interest and Other Amounts; Principal Section 2.8and Interest Rights Preserved. (a) The Secured Notes of each Class shall accrue interest duringeach Interest Accrual Period at the applicable Note Interest Rate and such interest shall bepayable in arrears on each Payment Date, on the Aggregate Outstanding Amount thereof on thefirst day of the related Interest Accrual Period with respect to the Floating Rate Notes (aftergiving effect to payments of principal thereof on such date). Payment of interest on each Classof Secured Notes (and payments of Interest Proceeds to the Holders of the Subordinated Notes)shall be subordinated to the payments of interest on the related Priority Classes. So long as anyPriority Classes are Outstanding with respect to any Class of Deferrable Notes, any payment ofinterest due on such Class of Deferrable Notes which is not available to be paid (“Deferred Interest” with respect thereto) in accordance with the Priority of Payments on any Payment Dateshall not be considered “due and payable” for the purposes of Section 5.1(a) (and the failure topay such interest shall not be an Event of Default) until the earliest of the Payment Date (i)which is a Redemption Date with respect to such Class of Deferrable Notes, and (ii) which is theStated Maturity of such Class of Deferrable Notes. Deferred Interest on any Class of DeferrableNotes shall be added to the principal balance of such Class of Deferrable Notes and payable onthe first Payment Date on which funds are available to be used for such purpose in accordancewith the Priority of Payments, but in any event no later than the earlier of the Payment Date (i)which is the Redemption Date with respect to such Class of Deferrable Notes and (ii) which isthe Stated Maturity of such Class of Deferrable Notes. Interest shall cease to accrue on eachSecured Note, or in the case of a partial repayment, on such part, from the date of repayment orthe respective Stated Maturity unless payment of principal is improperly withheld or unlessdefault is otherwise made with respect to such payments of principal. To the extent lawful andenforceable, (x) interest on Deferred Interest with respect to any Class of Deferrable Notes shallaccrue at the Note Interest Rate for such Class until paid as provided herein and (y) interest on

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the interest on any Class X Note, Class A-1 Note or Class A-2 Note, or if no Class X Notes,Class A-1 Notes or Class A-2 Notes Outstanding, any Class B Note or, if no Class A-1 Notes Class A-2 Notes or Class B Notes are Outstanding, any Class C Note, or, if no Class C Notes areOutstanding, any Class D Note, or, if no Class D Notes are Outstanding, any Class E Note that isnot paid when due shall accrue at the Note Interest Rate for such Class until paid as providedherein.

The principal of each Secured Note of each Class matures at par and is(b)due and payable on the Payment Date which is the Stated Maturity for such Class of SecuredNotes, unless the unpaid principal of such Secured Note becomes due and payable at an earlierdate by declaration of acceleration, call for redemption or otherwise. Notwithstanding theforegoing, the payment of principal of each Class of Secured Notes (and payments of PrincipalProceeds to the Holders of the Subordinated Notes) may only occur (other than amountsconstituting Deferred Interest thereon which shall be payable from Interest Proceeds pursuant toSection 11.1(a)(i)) after principal and interest on each Class of Notes that constitutes a PriorityClass with respect to such Class has been paid in full and is subordinated to the payment on eachPayment Date of the principal and interest due and payable on such Priority Class(es), and otheramounts in accordance with the Priority of Payments, and any payment of principal of any Classof Secured Notes which is not paid, in accordance with the Priority of Payments, on anyPayment Date (other than the Payment Date which is the Stated Maturity of such Class or anyRedemption Date), shall not be considered “due and payable” for purposes of Section 5.1(a) untilthe Payment Date on which such principal may be paid in accordance with the Priority ofPayments or all of the Priority Classes with respect to such Class have been paid in full.

Principal payments on the Notes shall be made in accordance with the(c)Priority of Payments and Section 9.1.

As a condition to the payment of principal of and interest on any Secured(d)Note or any payment on any Subordinated Note, without the imposition of withholding tax, thePaying Agent shall require the previous delivery of properly completed and signed applicable taxcertifications (generally, in the case of U.S. federal income tax, an IRS Form W-9 (or applicablesuccessor form) in the case of a United States person within the meaning of Section 7701(a)(30)of the Code or the applicable IRS Form W-8 (or applicable successor form) in the case of aPerson that is not a United States person within the meaning of Section 7701(a)(30) of theCode), or any other certification acceptable to it to enable the Issuer, the Co-Issuer, the Trusteeand any Paying Agent to determine their duties and liabilities with respect to any taxes or othercharges that they may be required to deduct or withhold from payments in respect of such Noteunder any present or future law or regulation of the United States and any other applicablejurisdiction, or any present or future law or regulation of any political subdivision thereof ortaxing authority therein or to comply with any reporting or other requirements under any suchlaw or regulation.

Payments in respect of interest on and principal of any Secured Note and(e)any payment with respect to any Subordinated Note shall be made by the Trustee or by a PayingAgent in U.S. Dollars to DTC or its designee with respect to a Global Note and to the Holder orits nominee with respect to a Certificated Secured Note, a Certificated Subordinated Note or aCertificated Note, by wire transfer, as directed by the Holder, in immediately available funds to a

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U.S. Dollar account, as the case may be, maintained by DTC or its nominee with respect to aGlobal Note, and to the Holder or its designee with respect to a Certificated Secured Note, aCertificated Subordinated Note or a Certificated Note, provided that in the case of a CertificatedSecured Note, a Certificated Subordinated Note or a Certificated Note, the Holder thereof shallhave provided written wiring instructions to the Trustee or the applicable Paying Agent, on orbefore the related Record Date; and provided, further, that if appropriate instructions for anysuch wire transfer are not received by the related Record Date, then such payment shall be madeby check drawn on a U.S. bank mailed to the address of the Holder specified in the Register.Upon final payment due on the Maturity of a Note, the Holder thereof shall present andsurrender such Note at the Corporate Trust Office of the Trustee on or prior to such Maturity;provided, however, that if the Trustee and the Applicable Issuers shall have been furnished suchsecurity or indemnity as may be required by them to save each of them harmless and anundertaking thereafter to surrender such certificate, then, in the absence of notice to theApplicable Issuers or the Trustee that the applicable Note has been acquired by a bona fidepurchaser, such final payment shall be made without presentation or surrender. Neither theCo-Issuers, the Trustee, the Portfolio Manager, nor any Paying Agent shall have anyresponsibility or liability for any aspects of the records maintained by DTC, Euroclear,Clearstream or any of the Agent Members relating to or for payments made thereby on accountof beneficial interests in a Global Note. In the case where any final payment of principal andinterest is to be made on any Secured Note (other than on the Stated Maturity thereof) or anyfinal payment is to be made on any or Subordinated Note (other than on the Stated Maturitythereof), the Trustee, in the name and at the expense of the Applicable Issuers shall, not less than10 days prior to the date on which such payment is to be made, mail (by first class mail, postageprepaid) to the Persons entitled thereto at their addresses appearing on the Register a noticewhich shall specify the date on which such payment shall be made, the amount of such paymentper U.S.$100,000 original principal amount of Secured Notes, original principal amount ofSubordinated Notes and the place where such Notes may be presented and surrendered for suchpayment.

Payments of principal to Holders of the Secured Notes of each Class shall(f)be made in the proportion that the Aggregate Outstanding Amount of the Notes of such Classregistered in the name of each such Holder on the applicable Record Date bears to the AggregateOutstanding Amount of all Notes of such Class on such Record Date. Subject to theimmediately following sentence, payments to the Holders of the Subordinated Notes fromInterest Proceeds and Principal Proceeds shall be made in the proportion that the AggregateOutstanding Amount of the Subordinated Notes registered in the name of each such Holder onthe applicable Record Date bears to the Aggregate Outstanding Amount of all SubordinatedNotes on such Record Date.

Interest accrued with respect to the Floating Rate Notes shall be calculated(g)on the basis of the actual number of days elapsed in the applicable Interest Accrual Perioddivided by 360.

All reductions in the principal amount of a Note (or one or more(h)predecessor Notes) effected by payments of installments of principal made on any Payment Dateor Redemption Date shall be binding upon all future Holders of such Note and of any Note

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issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whetheror not such payment is noted on such Note.

Notwithstanding any other provision of this Indenture, the obligations of(i)the Issuer and Co-Issuer under the Notes and this Indenture are limited recourse or non-recourseobligations of the Issuer and Co-Issuer, as applicable, payable solely from the Assets andfollowing realization of the Assets, and application of the proceeds thereof in accordance withthis Indenture, all obligations of and any claims against the Co-Issuers hereunder or inconnection herewith after such realization shall be extinguished and shall not thereafter revive.No recourse shall be had against any Officer, director, employee, shareholder or incorporator ofeither the Co-Issuers, the Portfolio Manager or their respective successors or assigns for anyamounts payable under the Notes or (except as otherwise provided herein or in the PortfolioManagement Agreement) this Indenture. It is understood that the foregoing provisions of thisparagraph (i) shall not (x) prevent recourse to the Assets for the sums due or to become dueunder any security, instrument or agreement which is part of the Assets or (y) constitute awaiver, release or discharge of any indebtedness or obligation evidenced by the Notes or securedby this Indenture until such Assets have been realized. It is further understood that the foregoingprovisions of this paragraph (i) shall not limit the right of any Person to name the Issuer or theCo-Issuer as a party defendant in any Proceeding or in the exercise of any other remedy underthe Notes or this Indenture, so long as no judgment in the nature of a deficiency judgment orseeking personal liability shall be asked for or (if obtained) enforced against any such Person orentity. The Subordinated Notes are not secured hereunder.

Subject to the foregoing provisions of this Section 2.8, each Note(j)delivered under this Indenture and upon registration of transfer of or in exchange for or in lieu ofany other Note shall carry the rights of unpaid interest and principal (or other applicable amount)that were carried by such other Note.

Persons Deemed Owners. The Issuer, the Co-Issuer, the Trustee,Section 2.9and any agent of the Co-Issuers or the Trustee mayshall treat as the owner of such Note thePerson in whose name any Note is registered on the Register on the applicable Record Date forthe purpose of receiving payments of principal of and interest on such Note and on any otherdate for all other purposes whatsoever (whether or not such Note is overdue), and neither theIssuer, the Co-Issuers nor the Trustee nor any agent of the Issuer, the Co-Issuers or the Trusteeshall be affected by notice to the contrary.

Cancellation. All Notes surrendered for payment, registration ofSection 2.10transfer, exchange or redemption, or deemed lost or stolen, shall be promptly cancelled by theTrustee and may not be reissued or resold. Any such Notes shall, if surrendered to any Personother than the Trustee, be delivered to the Trustee. No Notes shall be authenticated in lieu of orin exchange for any Notes canceled as provided in this Section 2.10, except as expresslypermitted by this Indenture. All canceled Notes held by the Trustee shall be destroyed by theTrustee in accordance with its standard policy, unless the Co-Issuers shall direct by an IssuerOrder received prior to destruction that they be returned to it. If any Note is canceled (other thanin connection with a Partial Redemption by Refinancing, transfer or exchange, or cancellationpursuant to Section 9.9 in connection with an Issuer purchase of Secured Notes) that is not of theClass that is, at that time, senior most in the Note Payment Sequence, such Note shall be deemed

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to be treated as “Outstanding” for purposes of calculation of the Overcollateralization Ratio untilall Notes of such applicable Class and each Class that is senior in right of payment thereto in theNote Payment Sequence have been retired or redeemed, having an Aggregate OutstandingAmount equal to the Aggregate Outstanding Amount as of the date of surrender, reducedproportionately with, and to the extent of, any payments of principal of Notes of the same Classthereafter.

Certificated Notes. (a) A Global Note deposited with DTCSection 2.11pursuant to Section 2.2 shall be transferred in the form of a Certificated Note to the beneficialowners thereof if such transfer complies with Section 2.6 and either (i) DTC notifies theCo-Issuers that it is unwilling or unable to continue as depository for such Global Note or (ii) atany time DTC ceases to be a Clearing Agency registered under the Exchange Act and, in eachcase, a successor depository is not appointed by the Co-Issuers within 90 days after such notice.In addition, the owner of a beneficial interest in a Global Note shall be entitled to receive aCertificated Note in exchange for such interest if an Event of Default has occurred and iscontinuing.

Any Global Note that is transferable in the form of a Certificated Note to(b)the beneficial owners thereof pursuant to Section 2.6 or this Section 2.11 shall be surrendered byDTC to the Trustee’s designated office located in the United States to be so transferred, in wholeor from time to time in part, without charge, and the Applicable Issuers shall execute and theTrustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, anequal aggregate principal amount of Certificated Notes (pursuant to the instructions of DTC) inAuthorized Denominations. Any Certificated Note delivered in exchange for an interest in aGlobal Note shall, except as otherwise provided by Section 2.6, bear the legends set forth in theapplicable Exhibit A and shall be subject to the transfer restrictions referred to in such legends.

Subject to the provisions of Section 2.11(b), the Holder of a Global Note(c)may grant proxies and otherwise authorize any Person, including Agent Members and Personsthat may hold interests through Agent Members, to take any action which a Holder is entitled totake under this Indenture or the Notes.

In the event of the occurrence of either of the events specified in(d)subclauses (i) and (ii) of Section 2.11(a), the Co-Issuers shall promptly make available to theTrustee a reasonable supply of Certificated Notes in definitive, fully registered form withoutinterest coupons.

The Certificated Notes shall be in substantially the same form as thecorresponding Global Notes with such changes therein as the Issuer shall determine. In the eventthat Certificated Notes are not so issued by the Issuer to such beneficial owners of interests inGlobal Notes as required by Section 2.11(a), the Issuer expressly acknowledges that thebeneficial owners shall be entitled to pursue any remedy that the Holder of a Global Note wouldbe entitled to pursue in accordance with Article V of this Indenture (but only to the extent ofsuch beneficial owner’s interest in the Global Note) as if Certificated Notes had been issued.Neither the Trustee nor the Registrar shall be liable for any delay in the delivery of directionsfrom the depository and may conclusively rely on, and shall be fully protected in relying on,

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such direction as to the names of the beneficial owners in whose names such Certificated Notesshall be registered or as to delivery instructions for such Certificated Notes.

Notes Beneficially Owned by Persons Not QIB/QPs or IAI/QPs or Section 2.12in Violation of ERISA Representations; FATCA Compliance. . (a) Notwithstanding anything tothe contrary elsewhere in this Indenture, (x) any transfer of a beneficial interest in any Note to aU.S. person that is not (i) in the case of a Rule 144A Global Note, a QIB/QP or (ii) in the case ofa Certificated Note, an IAI/QP or a QIB/QP, and, in each case, that is not made pursuant to anapplicable exemption under the Securities Act and the Investment Company Act shall be nulland void and any such purported transfer of which the Issuer, the Co-Issuer or a Trust Officer ofthe Trustee shall have notice may be disregarded by the Issuer, the Co-Issuer and the Trustee forall purposes.

If (x) any Person that is a Non-Permitted Holder with respect to any Note(b)becomes the beneficial owner of such Note or (y) any beneficial owner of an interest in any Note is designated as a Recalcitrant Holder, the Issuer shall, promptly after discovery of any suchNon-Permitted Holder by any of the Issuer, the Co-Issuer or the Trustee (and notice by theTrustee, if a Trust Officer of the Trustee obtains actual knowledge, or the Co-Issuer, if it makesthe discovery) (or (if the Issuer determines, in its sole discretion, that it is required under FATCA to close out such beneficial owner) after designation as a Recalcitrant Holder), sendnotice to such Non-Permitted Holder or such Recalcitrant Holder demanding that suchNon-Permitted Holder or Recalcitrant Holder, as applicable, transfer its interest in such Notes toa Person that is not a Non-Permitted Holder or Recalcitrant Holder within 30 days (or, in thecase of a Non-Permitted ERISA Holder, 1410 days) of the date of such notice. If suchNon-Permitted Holder or Recalcitrant Holder fails to so transfer the applicable Notes or interest (and, in the case of a Recalcitrant Holder, such beneficial owner continues to be a Recalcitrant Holder on the date of sale by the Issuer) , the Issuer shall have the right, without further notice tothe Non-Permitted Holder or Recalcitrant Holder, as applicable, to sell such Non-PermittedHolder’s or Recalcitrant Holder’s Notes or interest (on behalf of such Non-Permitted Holder or Recalcitrant Holder) to a purchaser selected by the Issuer that is not a Non-Permitted Holder or Recalcitrant Holder. . The Issuer, or the Portfolio Manager (on its own or acting through aninvestment bank selected by the Portfolio Manager at the Issuer’s expense) acting on behalf ofand at the direction of the Issuer, will select the purchaser by soliciting bids from one or morebrokers or other market professionals that regularly deal in securities similar to the Notes, andselling such Notes or interest to the highest such bidder, provided, however, that the Issuer or thePortfolio Manager (acting at the Issuer’s direction) may sell the applicable Notes or interestfollowing an alternative sales procedure if the Issuer deems an alternative sales procedure to bereasonably necessary, so long as such sales procedure is consistent with Section 9-610(b) of theUCC, as applied to securities that may decline speedily in value. The Holder of each Note, theNon-Permitted Holder or Recalcitrant Holder and each other Person in the chain of title from theHolder to the Non-Permitted Holder or Recalcitrant Holder, by its acceptance of an interest inthe applicable Notes, agrees to cooperate with the Issuer, the Portfolio Manager and the Trusteeto effect such transfers. The proceeds of such sale, net of any commissions, expenses and taxesdue in connection with such sale shall be remitted to the Non-Permitted Holder or Recalcitrant Holder, as applicable. In addition, if any holder of the Subordinated Notes is (or is affiliated with) an Affected Bank, the Issuer, in its sole discretion, may treat (if necessary or helpful to reduce the likelihood that such ownership may cause withholding under Treasury Regulation

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Section 1.881-3) such holder as a Recalcitrant Holder and, thus, may cause the transfer of all or of a portion of the applicable Notes in the manner described herein. . The terms and conditions ofany sale under this subsection shall, subject to compliance with the requirements of thissubsection, be determined in the sole discretion of the Issuer, and none of the Issuer, thePortfolio Manager nor the Trustee shall be liable to any Person having an interest in the Notessold as a result of any such sale or the exercise of such discretion.

(c) In addition, with respect to any Notes held or beneficially owned by a Recalcitrant Holder, the Issuer shall have the right to assign to such Notes a separate CUSIP number or numbers for purposes of imposing withholding taxes on such Notes.

Notwithstanding anything to the contrary elsewhere in this Indenture, any(c)transfer of a beneficial interest in any Note to a Person who has made or is deemed to have madean ERISA-related representation required by Section 2.6 that is subsequently shown to be falseor misleading shall be null and void and any such purported transfer of which the Issuer, theCo-Issuer or a Trust Officer of the Trustee shall have notice may be disregarded by the Issuer,the Co-Issuer and the Trustee for all purposes.

Deduction or Withholding from Payments on Notes; No Gross Up.Section 2.13If the Issuer is required to deduct or withhold tax from, or with respect to, payments to anyHolder of the Notes for any Tax, then the Trustee or other Paying Agent, as applicable, shalldeduct, or withhold, the amount required to be deducted or withheld and remit to the relevantauthority such amount. Without limiting the generality of the foregoing, the Issuer may withholdany amount that it determines is required to be withheld from any amounts otherwisedistributable to any holder of a Note. For the avoidance of doubt, any amounts withheld ordeducted by the Issuer to achieve FATCA Compliance will be treated as amounts that arerequired to be deducted. The Issuer shall not be obligated to pay any additional amounts to theHolders or beneficial owners of the Notes as a result of any withholding or deduction for, or onaccount of, any Tax imposed on payments in respect of the Notes. The amount of anywithholding tax or deduction with respect to any Holder shall be treated as Cash distributed tosuch Holder at the time it is withheld or deducted by the Trustee or Paying Agent and remitted tothe appropriate taxing authority.

ARTICLE III

CONDITIONS PRECEDENT

Conditions to Issuance of Notes on Closing Date.Section 3.1

The Notes to be issued on the Closing Date shall be executed by the(a)Applicable Issuers and delivered to the Trustee for authentication and thereupon the same shallbe authenticated and delivered by the Trustee upon Issuer Order and upon receipt by the Trusteeof the following:

Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An(i)Officer’s certificate of each of the Co-Issuers (A) evidencing the authorization by BoardResolution of the execution and delivery of this Indenture, the Purchase Agreement and,

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in the case of the Issuer, the Portfolio Management Agreement, the Securities AccountControl Agreement, the Collateral Administration Agreement and any HedgeAgreements, and related Transaction Documents and, in each case the execution,authentication and delivery of the Notes applied for by it and specifying the StatedMaturity, principal amount and Note Interest Rate of each Class of Secured Notes to beissued by it, authenticated and delivered and, in the case of the Issuer, the Stated Maturityand principal amount of Subordinated Notes to be authenticated and delivered and (B)certifying that (1) the attached copy of the Board Resolution is a true and complete copythereof, (2) such resolutions have not been rescinded and are in full force and effect onand as of the Closing Date and (3) the Officers authorized to execute and deliver suchdocuments hold the offices and have the signatures indicated thereon.

Governmental Approvals. From each of the Co-Issuers either (A) a(ii)certificate of the Applicable Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at the timehaving jurisdiction in the premises, together with an Opinion of Counsel of suchApplicable Issuer that no other authorization, approval or consent of any governmentalbody is required for the valid issuance of the Notes, or (B) an Opinion of Counsel of theApplicable Issuer that no such authorization, approval or consent of any governmentalbody is required for the valid issuance of such Notes except as have been given (providedthat the opinions delivered pursuant to Section 3.1(a)(iii) may satisfy the requirement).

U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S.(iii)counsel to the Co-Issuers, and Perkins Coie LLP, special U.S. counsel to the PortfolioManager, in each case dated the Closing Date, in form and substance satisfactory to theIssuer.

Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman(iv)Islands counsel to the Issuer, dated the Closing Date, in form and substance satisfactoryto the Issuer and the Trustee.

Officers’ Certificates of Co-Issuers Regarding Indenture. An Officer’s(v)certificate of each of the Co-Issuers stating that the Applicable Issuer is not in defaultunder this Indenture and that the issuance of the Notes applied for by it shall not result ina default or a breach of any of the terms, conditions or provisions of, or constitute adefault under, its organizational documents, any indenture or other agreement orinstrument to which it is a party or by which it is bound, or any order of any court oradministrative agency entered in any Proceeding to which it is a party or by which it maybe bound or to which it may be subject; that all conditions precedent provided in thisIndenture relating to the authentication and delivery of the Notes applied for by it havebeen complied with; and that all expenses due or accrued with respect to the Offering orrelating to actions taken on or in connection with the Closing Date have been paid orreserves therefor have been made. The Officer’s certificate of the Issuer shall also statethat all of its representations and warranties contained herein are true and correct as ofthe Closing Date.

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Hedge Agreements. Executed copies of any Hedge Agreement entered(vi)into by the Issuer, if any.

Transaction Documents. An executed counterpart of the Portfolio(vii)Management Agreement, the Collateral Administration Agreement, the SecuritiesAccount Control Agreement and the Administration Agreement.

Certificate of the Portfolio Manager. An Officer’s certificate of the(viii)Portfolio Manager, dated as of the Closing Date, to the effect that, to the best knowledgeof the Portfolio Manager, in the case of each Collateral Obligation pledged to the Trusteefor inclusion in the Assets, as the case may be, on the Closing Date and immediatelybefore the delivery of such Collateral Obligation on the Closing Date:

the Issuer has entered into binding agreements to purchase(A)Collateral Obligations with an aggregate par amount of at least U.S.$360,000,000as of the Closing Date; and

such Collateral Obligation satisfies the requirements of the(B)definition of “Collateral Obligation” and of Section 3.1(a)(x)(B).

Grant of Collateral Obligations. The Grant pursuant to the Granting(ix)Clause of this Indenture of all of the Issuer’s right, title and interest in and to theCollateral Obligations on the Closing Date and Delivery of such Collateral Obligations(including any promissory note and all other Underlying Instruments related thereto tothe extent received by the Issuer) as contemplated by Section 3.3.

Certificate of the Issuer Regarding Assets. A certificate of an Authorized(x)Officer of the Issuer, dated as of the Closing Date, to the effect that, in the case of eachCollateral Obligation pledged to the Trustee for inclusion in the Assets, on the ClosingDate and immediately prior to the Delivery thereof on the Closing Date:

the Issuer is the owner of such Collateral Obligation free and clear(A)of any liens, claims or encumbrances of any nature whatsoever except for (i)those which are being released on the Closing Date and (ii) those Grantedpursuant to this Indenture;

the Issuer has acquired its ownership in such Collateral Obligation(B)in good faith without notice of any adverse claim (as such term is defined inSection 8-102(a)(1) of the UCC), except as described in paragraph (A) above;

the Issuer has not assigned, pledged or otherwise encumbered any(C)interest in such Collateral Obligation (or, if any such interest has been assigned,pledged or otherwise encumbered, it has been released or is being released on theClosing Date) other than interests Granted pursuant to this Indenture;

the Issuer has full right to Grant a security interest in and assign(D)and pledge such Collateral Obligation to the Trustee;

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based on the certificate of the Portfolio Manager delivered(E)pursuant to Section 3.1(a)(viii), each Collateral Obligation included in the Assetssatisfies the requirements of the definition of “Collateral Obligation”; and

upon Grant by the Issuer, the Trustee has a first priority perfected(F)security interest in the Collateral Obligations and other Assets, except aspermitted by this Indenture.

Rating Evidence. A letter signed by each Rating Agency or other(xi)evidence from a Rating Agency confirming that each Class of Secured Notes has beenassigned the applicable Initial Rating and that such ratings are in effect on the ClosingDate.

Accounts. Evidence of the establishment of each of the Accounts.(xii)

Other Documents. Such other documents as the Trustee may reasonably(xiii)require; provided that nothing in this clause (xiii) shall imply or impose a duty on the partof the Trustee to require any other documents.

In connection with the execution by the Applicable Issuers of the Notes to(b)be issued on the Closing Date, the Trustee shall deliver to the Applicable Issuers an opinion ofSeward & Kissel LLP, counsel to the Trustee and the Collateral Administrator, dated the ClosingDate, in form and substance satisfactory to the Applicable Issuers.

The Issuer shall post copies of the documents specified in Sections 3.1(a)(c)(other than the evidence of ratings specified in clause (xi) thereof) and 3.1(b) on the 17g-5Website as soon as practicable after the Closing Date.

Conditions to Issuance of Additional Notes. (a) Additional NotesSection 3.2to be issued on an Additional Notes Closing Date pursuant to Section 2.4 may be executed by theApplicable Issuers and delivered to the Trustee for authentication and thereupon the same shallbe authenticated and delivered to the Issuer by the Trustee upon Issuer Order, upon compliancewith clauses (ix) and (x) of Section 3.1(a) (with all references therein to the Closing Date beingdeemed to be the applicable Additional Notes Closing Date) and upon receipt by the Trustee ofthe following:

Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An(i)Officer’s certificate of each of the Co-Issuers (1) evidencing the authorization by BoardResolution of the execution and delivery of a supplemental indenture pursuant to Section 8.1(viii) and the execution, authentication and delivery of the Additional Notes appliedfor by it and specifying the Stated Maturity, the principal amount and Note Interest Rateof each Class of such Additional Notes that are Secured Notes and the Stated Maturityand principal amount of the Junior Mezzanine Notes and/or Subordinated Notes to beauthenticated and delivered, and (2) certifying that (a) the attached copy of such BoardResolution is a true and complete copy thereof, (b) such resolutions have not beenrescinded and are in full force and effect on and as of the Additional Notes Closing Date

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and (c) the Officers authorized to execute and deliver such documents hold the officesand have the signatures indicated thereon.

Governmental Approvals. From each of the Co-Issuers either (A) a(ii)certificate of the Applicable Issuer or other official document evidencing the dueauthorization, approval or consent of any governmental body or bodies, at the timehaving jurisdiction in the premises, together with an Opinion of Counsel of suchApplicable Issuer that no other authorization, approval or consent of any governmentalbody is required for the valid issuance of such Additional Notes, or (B) an Opinion ofCounsel of the Applicable Issuer that no such authorization, approval or consent of anygovernmental body is required for the valid issuance of such Additional Notes except ashave been given (provided that the opinions delivered pursuant to Section 3.2(a)(iii) maysatisfy the requirement).

U.S. Counsel Opinions. Opinions of Paul HastingsCadwalader, (iii)Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers or other counselacceptable to the Trustee, dated the Additional Notes Closing Date, in form andsubstance satisfactory to the Issuer and the Trustee.

Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman(iv)Islands counsel to the Issuer, or other counsel acceptable to the Trustee, dated theAdditional Notes Closing Date, in form and substance satisfactory to the Issuer and theTrustee.

Officers’ Certificates of Co-Issuers Regarding Indenture. An Officer’s(v)certificate of each Co-Issuer stating that the Applicable Issuer is not in default under thisIndenture and that the issuance of the Additional Notes applied for by it shall not result ina default or a breach of any of the terms, conditions or provisions of, or constitute adefault under, its organizational documents, any indenture or other agreement orinstrument to which it is a party or by which it is bound, or any order of any court oradministrative agency entered in any Proceeding to which it is a party or by which it maybe bound or to which it may be subject; that all conditions precedent provided in thisIndenture and the supplemental indenture pursuant to Section 8.1 relating to theauthentication and delivery of the Additional Notes applied for have been complied withand that the authentication and delivery of the Additional Notes is authorized orpermitted under this Indenture and the supplemental indenture entered into in connectionwith such Additional Notes; and that all expenses due or accrued with respect to theOffering of the Additional Notes or relating to actions taken on or in connection with theAdditional Notes Closing Date have been paid or reserved. The Officer’s certificate ofthe Issuer shall also state that all of its representations and warranties contained hereinare true and correct as of the Additional Notes Closing Date.

(vi) Accountants’ Report. An Accountants’ Report in form and content satisfactory to the Issuer (A) if applicable, comparing the issuer, Principal Balance, coupon/spread, Stated Maturity, Moody’s Default Probability Rating, Moody’s Rating, S&P Rating and country of Domicile with respect to each Collateral Obligation pledged in connection with the issuance of such Additional Notes and the information provided

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by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein, if additional Assets are pledged directly in accordance with such Additional Notes issuance and (B) specifying the procedures performed at the request of the Issuer relating to such Accountants’ Report; provided that if only additional Subordinated Notes are being issued, no such Accountant’s Report shall be required.

(vii) Irish Listing. If the Additional Notes are of a Class of Listed Notes, an Officer’s certificate of the Issuer to the effect that application will be made to list such Additional Notes on the Irish Stock Exchange.

Other Documents. Such other documents as the Trustee may reasonably(vi)require; provided that nothing in this clause (viiivi) shall imply or impose a duty on theTrustee to so require any other documents.

Prior to any Additional Notes Closing Date, the Trustee shall provide to theHolders notice of such issuance of Additional Notes no less than 15 daysBusiness Days (or, in the case of an issuance of Additional Notes of any one or more existing Classes, one Business Day) prior to the Additional Notes Closing Date; provided, that the Trustee shall receive suchnotice at least two Business Days prior to the 15th dayBusiness Day (or one Business Day, as applicable) prior to such Additional Notes Closing Date. On or prior to any Additional NotesClosing Date, the Trustee shall provide to the Holders copies of any supplemental indenturesexecuted as part of such issuance.

Custodianship; Delivery of Collateral Obligations and Eligible Section 3.3Investments. (a) The Issuer shall, or shall cause the Portfolio Manager to, deliver or cause to bedelivered to a custodian appointed by the Issuer (provided that such custodian meets the ratingrequirements set forth in Section 10.6(b)), which shall be a Securities Intermediary (the“Custodian”), all Assets in accordance with the definition of “Deliver”. Initially, the Custodianshall be the Bank. Any successor custodian shall be a state or national bank or trust companythat is not an Affiliate of the Issuer or the Co-Issuer and has capital and surplus of at leastU.S.$200,000,000 and is a Securities Intermediary. Subject to the limited right to relocatePledged Obligations as provided in Section 7.5(b), the Trustee or the Custodian, as applicable,shall hold (i) all Collateral Obligations, Eligible Investments, Cash and other investmentspurchased in accordance with this Indenture and (ii) any other property of the Issuer otherwiseDelivered to the Trustee or the Custodian, as applicable, by or on behalf of the Issuer, in therelevant Account established and maintained pursuant to Article X; as to which in each case theTrustee shall have entered into the Securities Account Control Agreement with the Custodianproviding, inter alia, that the establishment and maintenance of such Account shall be governedby a law of a jurisdiction satisfactory to the Issuer and the Trustee.

Each time that the Issuer, or the Portfolio Manager on behalf of the Issuer,(b)directs or causes the acquisition of any Collateral Obligation, Eligible Investment, or otherinvestments, the Issuer shall (or shall cause the Portfolio Manager to), if the CollateralObligation, Eligible Investment, or other investment is required to be, but has not already been,transferred to the relevant Account, cause the Collateral Obligation, Eligible Investment, or otherinvestment to be Delivered to the Custodian to be held in the Custodial Account (or in the case

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of any such investment that is not a Collateral Obligation, in the Account in which the fundsused to purchase the investment are held in accordance with Article X) for the benefit of theTrustee in accordance with this Indenture. The security interest of the Trustee in the funds orother property used in connection with the acquisition shall, immediately and without furtheraction on the part of the Trustee, be released. The security interest of the Trustee shallnevertheless come into existence and continue in the Collateral Obligation, Eligible Investment,or other investment so acquired, including all interests of the Issuer in to any contracts related toand proceeds of the Collateral Obligations, Eligible Investments, or other investments.

ARTICLE IV

SATISFACTION AND DISCHARGE

Satisfaction and Discharge of Indenture. This Indenture shall beSection 4.1discharged and shall cease to be of further effect except as to (i) rights of registration of transferand exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rightsof Holders to receive payments of principal thereof and interest thereon, (iv) the rights,protections, indemnities and immunities of the Trustee and the specific obligations set forth inSection 4.2, (v) the rights, obligations and immunities of the Portfolio Manager hereunder andunder the Portfolio Management Agreement, (vi) the rights, protections, indemnities andimmunities of the Collateral Administrator hereunder and under the Collateral AdministrationAgreement and (vii) the rights of Holders as beneficiaries hereof with respect to the propertydeposited with the Trustee and payable to all or any of them (and the Trustee, on demand of andat the expense of the Issuer, shall execute proper instruments acknowledging satisfaction anddischarge of this Indenture) when:

either:(a)

all Notes theretofore authenticated and delivered to Holders, other than(i)(A) Notes which have been mutilated, defaced, destroyed, lost or stolen and which havebeen replaced or paid as provided in Section 2.7 and (B) Notes for whose paymentMoney has theretofore irrevocably been deposited in trust and thereafter repaid to theIssuer or discharged from such trust, as provided in Section 7.3, have been delivered tothe Trustee for cancellation; or

all Notes not theretofore delivered to the Trustee for cancellation (A) have(ii)become due and payable, or (B) shall become due and payable at their Stated Maturitywithin one year, or (C) are to be called for redemption pursuant to Article IX under anarrangement satisfactory to the Trustee for the giving of notice of redemption by theApplicable Issuers pursuant to Section 9.4 and either (1) the Issuer has irrevocablydeposited or caused to be deposited with the Trustee, in trust for such purpose, Cash ornon-callable direct obligations of the United States of America; provided that theobligations are entitled to the full faith and credit of the United States of America or aredebt obligations which are rated “Aaa” by Moody’s and “AAA” by S&P, in an amountsufficient, as recalculated in an agreed upon procedures report by a firm of Independentcertified public accountants which are nationally recognized, to pay and discharge theentire indebtedness on such Notes not theretofore delivered to the Trustee for

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cancellation, for principal and interest to the date of such deposit (in the case of Noteswhich have become due and payable), or to the respective Stated Maturity or therespective Redemption Date, as the case may be, and shall have Granted to the Trustee avalid perfected security interest in such Eligible Investment that is of first priority or freeof any adverse claim, as applicable, and shall have furnished an Opinion of Counsel withrespect thereto or (2) in the event all of the Assets are liquidated following thesatisfaction of the conditions specified in Section 5.5(a), the Issuer shall have paid orcaused to be paid all proceeds of such liquidation of the Assets in accordance with thePriority of Payments; and

the Issuer has paid or caused to be paid all other sums then due and(b)payable hereunder (including any amounts then due and payable pursuant to the HedgeAgreements, the Collateral Administration Agreement and the Portfolio Management Agreementwithout regard to the Administrative Expense Cap) by the Issuer and no other amounts arescheduled to be due and payable by the Issuer (it being understood that the requirements of thisclause (b) may be deemed satisfied as set forth in Section 5.7); and

the Co-Issuers have delivered to the Trustee Officer’s certificates and an(c)Opinion of Counsel, each stating that all conditions precedent herein provided for relating to thesatisfaction and discharge of this Indenture have been complied with;

provided, however, that in the case of clause (a)(ii)(1) above, the Issuer has delivered to theTrustee an Opinion of Counsel of Independent U.S. tax counsel of nationally recognizedstanding in the United States experienced in such matters to the effect that the Holders of Noteswould recognize no income, gain or loss for U.S. federal income tax purposes as a result of suchdeposit and satisfaction and discharge of this Indenture.

Notwithstanding the satisfaction and discharge of this Indenture, the rights andobligations of the Co-Issuers, the Trustee, the Portfolio Manager and, if applicable, the Holders,as the case may be, under Sections 2.8, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1 and14.14 shall survive.

Application of Trust Money. All Monies deposited with theSection 4.2Trustee pursuant to Section 4.1 shall be held in trust and applied by it in accordance with theprovisions of the Notes and this Indenture, including, without limitation, the Priority ofPayments, to the payment of principal and interest (or other amounts with respect to theSubordinated Notes), either directly or through any Paying Agent, as the Trustee may determine;and such Money shall be held in a segregated account identified as being held in trust for thebenefit of the Secured Parties.

Repayment of Monies Held by Paying Agent. In connection withSection 4.3the satisfaction and discharge of this Indenture with respect to the Notes, all Monies then held byany Paying Agent other than the Trustee under the provisions of this Indenture shall, upondemand of the Co-Issuers, be paid to the Trustee to be held and applied pursuant to Section 7.3hereof and in accordance with the Priority of Payments and thereupon such Paying Agent shallbe released from all further liability with respect to such Monies.

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ARTICLE V

REMEDIES

Events of Default. “Event of Default,” wherever used herein,Section 5.1means any one of the following events (whatever the reason for such Event of Default andwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to anyjudgment, decree or order of any court or any order, rule or regulation of any administrative orgovernmental body):

a default in the payment, when due and payable, of (i) any interest on any(a)Class X Note, Class A-1 Note or any Class A-2 Note or, if there are no Class X Notes, Class A-1Notes or Class A-2 Notes Outstanding, any Class of Notes then comprising the ControllingClass, and the continuation of any such default for five Business Days, or (ii) any principal,interest, or Deferred Interest on, or any Redemption Price in respect of, any Secured Note at itsStated Maturity or any Redemption Date; provided that, in the case of a default in paymentresulting solely from an administrative error or omission by the Trustee, any Paying Agent or theRegistrar, such default continues for a period of seven Business Days after the Trustee receiveswritten notice or a Trust Officer has actual knowledge of such administrative error or omission;provided, further, that, in the case of any default on any Redemption Date, only to the extent thatsuch default continues for a period of 10 Business Days; provided, further, that for the avoidance of doubt, the failure to effect an Optional Redemption, Partial Redemption by Refinancing or Re-Pricing (including a Redemption Settlement Delay) will not constitute an Event of Default;

the failure on any Payment Date to disburse amounts in excess of(b)U.S.$1,00050,000 available in the Payment Account in accordance with the Priority of Paymentsand continuation of such failure for a period of 10 Business Days (unless such failure resultssolely from an administrative error or omission or due to another non-credit related reason inwhich case the 10 Business Day period does not begin to run until notice is provided or there isactual knowledge of the failure);

either of the Co-Issuers or the Assets becomes an investment company(c)required to be registered under the Investment Company Act;

except as otherwise provided in this Section 5.1, a default in the(d)performance, or breach, of any other covenant or other agreement of the Issuer or the Co-Issuerin this Indenture in any material respect (it being understood, without limiting the generality ofthe foregoing, that any failure to meet any Concentration Limitation, Collateral Quality Test,Coverage Test or Reinvestment Overcollateralization Test is not an Event of Default), or thefailure of any representation or warranty of the Issuer or the Co-Issuer made in this Indenture orin any certificate or other writing delivered pursuant hereto or in connection herewith to becorrect in all material respects when the same shall have been made, when such default, breach or failure has had a material adverse effect on any Class of Notes, and the continuation of suchdefault, breach or failure for a period of 45 days after notice to the Applicable Issuers and thePortfolio Manager by registered or certified mail or overnight courier, by the Trustee, theApplicable Issuers or the Portfolio Manager, or to the Applicable Issuers, the Portfolio Manager

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and the Trustee by a Majority of the Controlling Class, specifying such default, breach or failureand requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

the entry of a decree or order by a court having competent jurisdiction(e)adjudging the Issuer or the Co-Issuer as bankrupt or insolvent, or approving as properly filed apetition seeking reorganization, arrangement, adjustment or composition of or in respect of theIssuer or the Co-Issuer under the Bankruptcy Law or any other applicable law, or appointing areceiver, liquidator, assignee, or sequestrator (or other similar official) of the Issuer or theCo-Issuer or of any substantial part of its property, respectively, or ordering the winding up orliquidation of its affairs, and the continuance of any such decree or order unstayed and in effectfor a period of 60 consecutive days;

the institution by the shareholders of the Issuer or the Co-Issuer of(f)Proceedings to have the Issuer or Co-Issuer, as the case may be, adjudicated as bankrupt orinsolvent, or the consent by the shareholders of the Issuer or the Co-Issuer to the institution ofbankruptcy or insolvency Proceedings against the Issuer or Co-Issuer, or the filing by the Issueror the Co-Issuer of a petition or answer or consent seeking reorganization or relief under theBankruptcy Law or any other similar applicable law, or the consent by the Issuer or theCo-Issuer to the filing of any such petition or to the appointment in a Proceeding of a receiver,liquidator, assignee, trustee or sequestrator (or other similar official) of the Issuer or theCo-Issuer or of any substantial part of its property, respectively, or the making by the Issuer orthe Co-Issuer of an assignment for the benefit of creditors, or the admission by the Issuer or theCo-Issuer in writing of its inability to pay its debts generally as they become due, or the taking ofany action by the Issuer or the Co-Issuer in furtherance of any such action; or

on any Measurement Date when any Class A-1 Notes are Outstanding, the(g)failure of the ratio of (i) the Aggregate Principal Balance of the Pledged Obligations to (ii) theAggregate Outstanding Amount of the Class A-1 Notes to equal or exceed 102.0%.

Upon obtaining knowledge of the occurrence of an Event of Default, each of (i)the Co-Issuers, (ii) the Trustee and (iii) the Portfolio Manager shall notify each other, and theTrustee shall provide the notices of Default required under Section 6.2.

Acceleration of Maturity; Rescission and Annulment. (a) If anSection 5.2Event of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(e) or (f)), the Trustee may, and shall, upon the written direction of, in the case of an Event ofDefault specified in Section 5.1(a), (b), (c), (d) or (g) above, a Supermajority of the ControllingClass, by notice to the Applicable Issuers and each of the Rating Agencies, declare the principalof all the Secured Notes to be immediately due and payable, and upon any such declaration suchprincipal, together with all accrued and unpaid interest thereon, and other amounts payablehereunder, shall become immediately due and payable and the Reinvestment Period shallterminate. If an Event of Default specified in Section 5.1(e) or (f) occurs, all unpaid principal,together with all accrued and unpaid interest thereon, of all the Secured Notes, and otheramounts payable hereunder, shall automatically become due and payable without any declarationor other act on the part of the Trustee or any Noteholder.

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At any time after such a declaration of acceleration of maturity has been(b)made and before a judgment or decree for payment of the Money due has been obtained by theTrustee as hereinafter provided in this Article V, a Majority of the Controlling Class by writtennotice to the Issuer and, the Trustee and S&P, may rescind and annul such declaration and itsconsequences if:

The Issuer or the Co-Issuer has paid or deposited with the Trustee a sum(i)sufficient to pay:

all unpaid installments of interest and principal then due on the(A)Secured Notes (other than as a result of such acceleration);

to the extent that the payment of such interest is lawful, interest(B)upon any Deferred Interest at the applicable Note Interest Rates; and

all unpaid taxes and Administrative Expenses of the Co-Issuers(C)and other sums paid or advanced by the Trustee hereunder or the CollateralAdministrator under the Collateral Administration Agreement and any otheramounts then payable by the Co-Issuers hereunder prior to such AdministrativeExpenses; and

It has been determined that all Events of Default, other than the(ii)nonpayment of the interest on or principal of the Secured Notes, have (A) been cured,and a Majority of the Controlling Class by written notice to the Trustee has agreed withsuch determination (which agreement shall not be unreasonably withheld), or (B) beenwaived as provided in Section 5.14.

No such rescission shall affect any subsequent Default or impair any rightconsequent thereon. Any Hedge Agreement in effect upon such declaration of an accelerationmust remain in effect until liquidation of the Assets has begun and such declaration is no longercapable of being rescinded or annulled; provided that the Issuer shall nevertheless be entitled todesignate an early termination date under and in accordance with the terms of such HedgeAgreement.

Collection of Indebtedness and Suits for Enforcement by Trustee.Section 5.3The Applicable Issuers covenant that if a default shall occur in respect of the payment of anyprincipal of or interest when due and payable on any Secured Note, the Applicable Issuers shall,upon demand of the Trustee, pay to the Trustee, for the benefit of the Holder of such SecuredNote, the whole amount, if any, then due and payable on such Secured Note for principal andinterest with interest upon the overdue principal, at the applicable Note Interest Rate, and, inaddition thereto, such further amount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses, disbursements and advances of theTrustee and its agents and counsel.

If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon suchdemand, the Trustee, in its own name and as trustee of an express trust, may, and shall uponwritten direction of a Majority of the Controlling Class, institute a Proceeding for the collection

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of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, andmay enforce the same against the Applicable Issuers or any other obligor upon the SecuredNotes and collect the Monies adjudged or decreed to be payable in the manner provided by lawout of the Assets.

If an Event of Default occurs and is continuing, the Trustee may, and shall uponwritten direction of the Majority of the Controlling Class, proceed to protect and enforce itsrights and the rights of the Secured Parties by such appropriate Proceedings as the Trustee shalldeem most effectual (if no such direction is received by the Trustee) or as the Trustee may bedirected by the Majority of the Controlling Class, to protect and enforce any such rights, whetherfor the specific enforcement of any covenant or agreement in this Indenture or in aid of theexercise of any power granted herein, or to enforce any other proper remedy or legal or equitableright vested in the Trustee by this Indenture or by law.

In case there shall be pending Proceedings relative to the Issuer or the Co-Issueror any other obligor upon the Secured Notes under the Bankruptcy Law or any other applicablebankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee inbankruptcy or reorganization, liquidator, sequestrator or similar official shall have beenappointed for or taken possession of the Issuer, the Co-Issuer or their respective property or suchother obligor or its property, or in case of any other comparable Proceedings relative to theIssuer, the Co-Issuer or other obligor upon the Secured Notes, or the creditors or property of theIssuer, the Co-Issuer or such other obligor, the Trustee, regardless of whether the principal ofany Secured Notes shall then be due and payable as therein expressed or by declaration orotherwise and regardless of whether the Trustee shall have made any demand pursuant to theprovisions of this Section 5.3, shall be entitled and empowered, by intervention in suchProceedings or otherwise:

to file and prove a claim or claims for the whole amount of principal and(a)interest owing and unpaid in respect of the Secured Notes, as applicable, and to file such otherpapers or documents as may be necessary or advisable in order to have the claims of the Trustee(including any claim for reasonable compensation to the Trustee and each predecessor Trustee,and their respective agents, attorneys and counsel, and for reimbursement of all reasonableexpenses and liabilities incurred, and all advances made, by the Trustee and each predecessorTrustee, except as a result of negligence or bad faith) and of the Secured Noteholders or Holdersallowed in any Proceedings relative to the Issuer, the Co-Issuer or other obligor upon theSecured Notes or to the creditors or property of the Issuer, the Co-Issuer or such other obligor;

unless prohibited by applicable law and regulations, to vote on behalf of(b)the Holders of the Secured Notes upon the direction of such Holders, in any election of a trusteeor a standby trustee in arrangement, reorganization, liquidation or other bankruptcy orinsolvency Proceedings or person performing similar functions in comparable Proceedings; and

to collect and receive any Monies or other property payable to or(c)deliverable on any such claims, and to distribute all amounts received with respect to the claimsof the Noteholders and of the Trustee on their behalf; and any trustee, receiver or liquidator,custodian or other similar official is hereby authorized by each of the Secured Noteholders tomake payments to the Trustee, and, in the event that the Trustee shall consent to the making of

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payments directly to the Secured Noteholders to pay to the Trustee such amounts as shall besufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and theirrespective agents, attorneys and counsel, and all other reasonable expenses and liabilitiesincurred, and all advances made, by the Trustee and each predecessor Trustee except as a resultof negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize orconsent to or vote for or accept or adopt on behalf of any Secured Noteholder, any plan ofreorganization, arrangement, adjustment or composition affecting the Secured Notes or anyHolder thereof, or to authorize the Trustee to vote in respect of the claim of any SecuredNoteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee inbankruptcy or similar person.

In any Proceedings brought by the Trustee on behalf of the Holders of theSecured Notes (and any such Proceedings involving the interpretation of any provision of thisIndenture to which the Trustee shall be a party), the Trustee shall be held to represent all theHolders of the Secured Notes.

Notwithstanding anything in this Section 5.3 to the contrary, the Trustee may notsell or liquidate the Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 except according to the provisions specified in Section 5.5(a).

Remedies. (a) If an Event of Default shall have occurred and beSection 5.4continuing, and the Secured Notes have been declared due and payable and such declaration andits consequences have not been rescinded and annulled, the Co-Issuers agree that the Trusteemay, and (subject to its rights under this Indenture, including Section 6.1(c)(iv) hereof) shall,upon written direction of a Majority of the Controlling Class, to the extent permitted byapplicable law, exercise one or more of the following rights, privileges and remedies:

institute Proceedings for the collection of all amounts then payable on the(i)Secured Notes or otherwise payable under this Indenture, whether by declaration orotherwise, enforce any judgment obtained, and collect from the Assets any Moniesadjudged due;

sell or cause the sale of all or a portion of the Assets or rights or interests(ii)therein, at one or more public or private sales called and conducted in any mannerpermitted by law and in accordance with Section 5.17;

institute Proceedings from time to time for the complete or partial(iii)foreclosure of this Indenture with respect to the Assets;

exercise any remedies of a secured party under the UCC and take any(iv)other appropriate action to protect and enforce the rights and remedies of the Trustee andthe Holders of the Secured Notes hereunder (including, without limitation, exercising allrights of the Trustee under the Securities Account Control Agreement); and

exercise any other rights and remedies that may be available at law or in(v)equity;

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provided, however, that the Trustee may not sell or liquidate the Assets or institute Proceedingsin furtherance thereof pursuant to this Section 5.4 except according to the provisions specified inSection 5.5(a).

The Trustee may, but need not, obtain (at the expense of the Co-Issuers) and relyupon an opinion of an Independent investment banking firm of national reputation, or otherappropriate advisor concerning the matter, which may (but need not) be the Initial Purchaser, asto the feasibility of any action proposed to be taken in accordance with this Section 5.4 and as tothe sufficiency of the proceeds and other amounts receivable with respect to the Assets to makethe required payments of principal of and interest on the Secured Notes, which opinion shall beconclusive evidence as to such feasibility or sufficiency and the cost of which shall becommercially reasonable.

If an Event of Default as described in Section 5.1(d) hereof shall have(b)occurred and be continuing the Trustee may, and at the written direction of the Holders of notless than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, institute aProceeding solely to compel performance of the covenant or agreement or to cure therepresentation or warranty, the breach of which gave rise to the Event of Default under suchSection, and enforce any equitable decree or order arising from such Proceeding.

Upon any sale, whether made under the power of sale hereby given or by(c)virtue of judicial Proceedings, any Secured Party may bid for and purchase the Assets or any partthereof and, upon compliance with the terms of sale, may hold, retain, possess or dispose of suchproperty in its or their own absolute right without accountability; and any purchaser at any suchsale of Assets may, in paying the purchase money, deliver to the Trustee for cancellation any ofthe Class A-1 Notes in certificated form in lieu of Cash equal to the amount which shall, upondistribution of the net proceeds of such sale, be payable on the Class A-1 Notes so delivered bysuch Holder (taking into account the Priority of Payments and Article XIII). Said Notes, in casethe amounts payable thereon shall be less than the amount due thereon, shall be returned to theHolders thereof after proper notation has been made thereon to show partial payment.

Upon any sale, whether made under the power of sale hereby given or by virtue ofjudicial Proceedings, the receipt of the Trustee, or of the Officer making a sale under judicialProceedings, shall be a sufficient discharge to the purchaser or purchasers at any sale for its ortheir purchase money, and such purchaser or purchasers shall not be obliged to see to theapplication thereof.

Any such sale, whether under any power of sale hereby given or by virtue ofjudicial Proceedings, shall bind the Co-Issuers, the Trustee and the Holders of the SecuredNotes, shall operate to divest all right, title and interest whatsoever, either at law or in equity, ofeach of them in and to the property sold, and shall be a perpetual bar, both at law and in equity,against each of them and their successors and assigns, and against any and all Persons claimingthrough or under them.

(i) Notwithstanding any other provision of this Indenture, none of the(d)Trustee, any Holder or beneficial owner of the Notes or any other Secured Party may, prior to

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the date which is one year (or if longer, any applicable preference period) and one day after thepayment in full of all Notes, institute against, or join any other Person in instituting against, theIssuer, the Co-Issuer or any Tax Subsidiary any bankruptcy, reorganization, arrangement,insolvency, moratorium or liquidation Proceedings, or other Proceedings under Cayman Islands,U.S. federal or state bankruptcy or similar laws. Notwithstanding anything to the contrary in thisArticle V, in the event that any Proceeding described in the immediately preceding sentence iscommenced against the Issuer, the Co-Issuer or any Tax Subsidiary, the Issuer or, in the case of aProceeding relating to the Co-Issuer, the Co-Issuer will, subject to the availability of funds asdescribed in the immediately following sentence, promptly object to the institution of any suchProceeding and take all necessary or advisable steps to cause the dismissal of any suchProceeding (including, without limiting the generality of the foregoing, to timely file an answerand any other appropriate pleading objecting to (i) the institution of any proceeding to have theIssuer, the Co-Issuer or the Tax Subsidiary, as the case may be, adjudicated as bankrupt orinsolvent or (ii) the filing of any petition seeking relief, reorganization, arrangement, adjustmentor composition or in respect of the Issuer, the Co-Issuer or the Tax Subsidiary, as the case maybe, under applicable bankruptcy law or any other applicable law). The reasonable fees, costs,charges and expenses incurred by the Applicable Issuers (including reasonable attorney’s feesand expenses) in connection with taking any such action will be paid as AdministrativeExpenses. Any Person who acquires a beneficial interest in a Note shall be deemed to haveaccepted and agreed to the foregoing restrictions.

In the event one or more Holders or beneficial owners of Notes cause the(ii)filing of a petition in bankruptcy against the Issuer in violation of the prohibitiondescribed in clause (i) of this Section 5.4(d), such Holder(s) or beneficial owner(s) willbe deemed to acknowledge and agree that any claim that such Holder(s) or beneficialowner(s) have against the Issuer or with respect to any Assets (including any proceedsthereof) shall, notwithstanding anything to the contrary in the Priority of Payments, befully subordinate in right of payment to the claims of each Holder and beneficial ownerof any Secured Note that does not seek to cause any such filing, with such subordinationbeing effective until each Secured Note held by each Holder or beneficial owner of anySecured Note that does not seek to cause any such filing is paid in full in accordance withthe Priority of Payments (after giving effect to such subordination). The terms describedin the immediately preceding sentence are referred to herein as the “BankruptcySubordination Agreement”. The Bankruptcy Subordination Agreement will constitute a“subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Law.

Nothing in this Section 5.4 shall preclude, or be deemed to stop the(iii)Trustee, (1) (i) from taking any action prior to the expiration of the period referred to inclause (i) of this Section 5.4(d) in (A) any case or Proceeding voluntarily filed orcommenced by the Issuer or the Co-Issuer or (B) any involuntary insolvency Proceedingfiled or commenced by any other Person, or (ii) from commencing against the Issuer orthe Co-Issuer or any of their respective properties any legal action which is not abankruptcy, reorganization, arrangement, insolvency, moratorium or liquidationProceeding or (2) from filing proofs of claim in any proceeding voluntarily filed orcommenced by either of the Co-Issuers or any involuntary insolvency proceeding filed orcommenced by a Person other than the Trustee and shall not prevent the exercise by theTrustee of its rights under Section 6.9.

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The parties hereto agree that the restrictions described in clause (i) of this(iv)Section 5.4(d) are a material inducement for each Holder and beneficial owner of theNotes to acquire such Notes and for the Issuer, the Co-Issuer and the Portfolio Managerto enter into this Indenture (in the case of the Issuer and the Co-Issuer) and the otherapplicable Transaction Documents and are an essential term of this Indenture. AnyHolder or beneficial owner of a Note or either of the Co-Issuers may seek and obtainspecific performance of such restrictions (including injunctive relief), including, withoutlimitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium orliquidation proceedings, or other proceedings under Cayman Islands law, United Statesfederal or state bankruptcy law or similar laws of any jurisdiction.

Optional Preservation of Assets. (a) Notwithstanding anything toSection 5.5the contrary herein, if an Event of Default shall have occurred and be continuing, the Trusteeshall retain the Assets securing the Secured Notes intact (except as otherwise expressly permittedor required by Sections 7.16(l), 10.8 and 12.1), collect and cause the collection of the proceedsthereof and make and apply all payments and deposits and maintain all Accounts in respect ofthe Assets and the Notes in accordance with the Priority of Payments and the provisions ofArticle X, Article XII and Article XIII unless:

the Trustee, pursuant to Section 5.5(c) and in consultation with the(i)Portfolio Manager, determines that the anticipated proceeds of a sale or liquidation of allor any portion of the Assets (after deducting the anticipated reasonable expenses of suchsale or liquidation) would be sufficient to discharge in full the amounts then due (or, inthe case of interest, accrued) and unpaid on the Secured Notes for principal and interest(including Deferred Interest), and all amounts payable prior to payment of principal ofsuch Secured Notes (including amounts due and owing as Administrative Expenses(without regard to the Administrative Expense Cap), amounts payable to any HedgeCounterparty upon liquidation of all or any portion of the Assets) and a Majority of theControlling Class agrees with such determination;

for as long as the Class A-1 Notes are Outstanding in the case of an Event(ii)of Default specified in Section 5.1(a) as it relates to the Class A-1 Notes or an Event ofDefault specified in Section 5.1(g), a Majority of the Class A-1 Notes directs the sale andliquidation of all or any portion of the Assets; or

a Supermajority of each Class of Secured Notes (voting separately by(iii)Class) directs the sale and liquidation of all or any portion of the Assets; or

if no Secured Notes remain Outstanding, a Majority of the Subordinated (iv)Notes directs the sale and liquidation of all or any portion of Assets.

The Trustee shall give written notice of the retention of the Assets to the Issuerwith a copy to the Co-Issuer and the Portfolio Manager. So long as such Event of Default iscontinuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time whenthe conditions specified in clause (i), (ii) or (iii) exist.

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In the event a liquidation of all or any portion of the Assets is commenced inaccordance with this Section 5.5, all unpaid principal, together with all accrued and unpaidinterest thereon, of all the Secured Notes, and other amounts payable under this Indenture, shallautomatically become due and payable without any declaration or other act on the part of theTrustee or any Noteholder.

Nothing contained in Section 5.5(a) shall be construed to require the(b)Trustee to sell the Assets securing the Secured Notes if the conditions set forth in clause (i), (ii)or (iii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construedto require the Trustee to preserve the Assets securing the Notes if prohibited by applicable law.

In determining whether the condition specified in Section 5.5(a)(i) exists,(c)the Trustee shall request the written consent of the Majority of the Controlling Class to, andupon receipt of such consent shall, request (with the cooperation of the Portfolio Manager) bidprices with respect to each security contained in the Assets from two nationally recognizeddealers at the time making a market in such securities (as identified by the Portfolio Manager tothe Trustee in writing) and shall compute the anticipated proceeds of sale or liquidation on thebasis of the lower of such bid prices for each such security. If the Trustee is unable to obtain anybids, the condition specified in Section 5.5(a)(i) shall be deemed to not exist. For the purposesof making the determinations required pursuant to Section 5.5(a)(i), the Trustee shall apply thestandards set forth in Section 6.3(c)(i) or (ii). In addition, for the purposes of determining issuesrelating to the execution of a sale or liquidation of all or any portion of the Assets and theexecution of a sale or other liquidation thereof in connection with a determination whether thecondition specified in Section 5.5(a)(i) exists, the Trustee may retain (at the Co-Issuers’ expenseand for a commercially reasonable fee) and rely on an opinion of an Independent investmentbanking firm of national reputation or other appropriate advisor concerning the matter.

The Trustee shall deliver to the Noteholders and the Portfolio Manager a reportstating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10days after such determination is made. If a Majority of the Controlling Class has consented tothe Trustee making a determination pursuant to Section 5.5(c), the Trustee shall make thedeterminations required by Section 5.5(a)(i) within 30 days after receiving such consent from aMajority of the Controlling Class (or such longer period as is necessary if the informationrequired to make such determination has not yet been received) or at the request of a Majority ofthe Controlling Class at any time during which the Trustee retains the Assets pursuant to Section 5.5(a).

Trustee May Enforce Claims without Possession of Notes. AllSection 5.6rights of action and claims under this Indenture or under any of the Secured Notes may beprosecuted and enforced by the Trustee without the possession of any of the Secured Notes orthe production thereof in any trial or other Proceeding relating thereto, and any such action orProceeding instituted by the Trustee shall be brought in its own name as trustee of an expresstrust, and any recovery of judgment shall be applied as set forth in Section 5.7.

Application of Money Collected. Any Money collected by theSection 5.7Trustee (after payment of costs of collection, liquidation and enforcement) with respect to the

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Notes pursuant to this Article V and any Money that may then be held or thereafter received bythe Trustee with respect to the Notes hereunder shall be applied, subject to Section 13.1 and inaccordance with the provisions of Section 11.1(a)(iii), at the date or dates fixed by the Trustee.Upon the final distribution of all proceeds of any liquidation effected hereunder, the provisionsof Sections 4.1(a) and (b) shall be deemed satisfied for the purposes of discharging this Indenturepursuant to Article IV.

Limitation on Suits. No Holder of any Note shall have any right toSection 5.8institute any Proceedings, judicial or otherwise, with respect to this Indenture, or for theappointment of a receiver or trustee, or for any other remedy hereunder, unless:

such Holder has previously given to the Trustee written notice of an Event(a)of Default;

the Holders of not less than 25% of the then Aggregate Outstanding(b)Amount of the Notes of the Controlling Class shall have made written request to the Trustee toinstitute Proceedings in respect of such Event of Default in its own name as Trustee hereunderand such Holder or Holders have provided the Trustee indemnity reasonably satisfactory to theTrustee against the costs, expenses (including reasonable attorneys’ fees and expenses) andliabilities to be incurred in compliance with such request;

the Trustee, for 30 days after its receipt of such notice, request and(c)provision of such indemnity, has failed to institute any such Proceeding; and

no direction inconsistent with such written request has been given to the(d)Trustee during such 30 day period by a Majority of the Controlling Class;

it being understood and intended that no one or more Holders of Notes shall have any right inany manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,disturb or prejudice the rights of any other Holders of Notes of the same Class or to obtain or toseek to obtain priority or preference over any other Holders of the Notes of the same Class or toenforce any right under this Indenture, except in the manner herein provided and for the equaland ratable benefit of all the Holders of Notes of the same Class subject to and in accordancewith Section 13.1 and the Priority of Payments.

In the event the Trustee shall receive conflicting or inconsistent requests andindemnity from two or more groups of Holders of the Controlling Class, each representing lessthan a Majority of the Controlling Class, pursuant to this Section 5.8, the Trustee shall act inaccordance with the request specified by the group of Holders with the greatest percentage of theAggregate Outstanding Amount of the Controlling Class, notwithstanding any other provisionsof this Indenture. If the groups represent the same percentage, the Trustee in its sole discretionmay determine what action, if any, shall be taken.

Unconditional Rights of Secured Noteholders to Receive Principal Section 5.9and Interest. Subject to Sections 2.8(ih), 2.13, 5.13, 6.15 and 13.1, but notwithstanding anyother provision in this Indenture, the Holder of any Secured Note shall have the right, which isabsolute and unconditional, to receive payment of the principal of and interest on such Secured

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Note as such principal and interest becomes due and payable in accordance with the Priority ofPayments and Section 13.1, and, subject to the provisions of Section 5.8, to institute Proceedingsfor the enforcement of any such payment, and such right shall not be impaired without theconsent of such Holder. Holders of Secured Notes ranking junior to Notes still Outstanding shallhave no right to institute proceedings for the enforcement of any such payment until such time asno Secured Note ranking senior to such Secured Note remains Outstanding, which right shall besubject to the provisions of Section 5.8, and shall not be impaired without the consent of anysuch Holder.

Restoration of Rights and Remedies. If the Trustee or anySection 5.10Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture andsuch Proceeding has been discontinued or abandoned for any reason, or has been determinedadversely to the Trustee or to such Noteholder, then and in every such case the Co-Issuers, theTrustee and the Noteholder shall, subject to any determination in such Proceeding, be restoredseverally and respectively to their former positions hereunder, and thereafter all rights andremedies of the Trustee and the Noteholder shall continue as though no such Proceeding hadbeen instituted.

Rights and Remedies Cumulative. No right or remedy hereinSection 5.11conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of anyother right or remedy, and every right and remedy shall, to the extent permitted by law, becumulative and in addition to every other right and remedy given hereunder or now or hereafterexisting at law or in equity or otherwise. The assertion or employment of any right or remedyhereunder, or otherwise, shall not prevent the concurrent assertion or employment of any otherappropriate right or remedy.

Delay or Omission Not Waiver. No delay or omission of theSection 5.12Trustee or any Holder of Secured Notes to exercise any right or remedy accruing upon any Eventof Default shall impair any such right or remedy or constitute a waiver of any such Event ofDefault or an acquiescence therein or of a subsequent Event of Default. Every right and remedygiven by this Article V or by law to the Trustee or to the Holders of the Secured Notes may beexercised from time to time, and as often as may be deemed expedient, by the Trustee or by theHolders of the Secured Notes.

Control by Majority of Controlling Class. Notwithstanding anySection 5.13other provision of this Indenture, a Majority of the Controlling Class shall have the rightfollowing the occurrence, and during the continuance of, an Event of Default to cause theinstitution of and direct the time, method and place of conducting any Proceeding for anyremedy available to the Trustee, and to direct the exercise of any right, remedy or powerconferred upon the Trustee; provided that:

such direction shall not conflict with any rule of law or with any express(a)provision of this Indenture;

the Trustee may take any other action deemed proper by the Trustee that is(b)not inconsistent with such direction; provided, that subject to Section 6.1, the Trustee need not

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take any action that it determines might involve it in liability (unless the Trustee has received theindemnity as set forth in (c) below);

the Trustee shall have been provided with security or indemnity(c)reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees andexpenses) and liabilities anticipated to be incurred in connection with such request; and

notwithstanding the foregoing, any direction to the Trustee to undertake a(d)Sale of the Assets shall be by the Holders of Notes secured thereby representing the requisitepercentage of the Aggregate Outstanding Amount of Notes specified in Section 5.5.

Waiver of Past Defaults. Prior to the time a judgment or decree forSection 5.14payment of the Money due has been obtained by the Trustee, as provided in this Article V, aMajority of the Controlling Class may on behalf of the Holders of all the Notes waive any pastDefault and its consequences, except a Default:

in the payment of the principal of any Secured Note (which may be(a)waived with the consent of each Holder of such Secured Note);

in the payment of interest on the Notes of the Controlling Class (which(b)may be waived with the consent of the Holders of 100% of the Controlling Class);

in respect of a provision hereof that under Section 8.2 cannot be modified(c)or amended without the waiver or consent of the Holder of each Outstanding Note adverselyaffected thereby (which may be waived with the consent of each such Holder); or

in respect of a representation contained in Section 7.18 (which may be(d)waived by a Majority of the Controlling Class if the Global Rating Agency Condition issatisfied).

In the case of any such waiver, the Co-Issuers, the Trustee and the Holders of theNotes shall be restored to their former positions and rights hereunder, respectively, but no suchwaiver shall extend to any subsequent or other Default or impair any right consequent thereto.The Trustee shall promptly give written notice of any such waiver to Moody’s, S&P, thePortfolio Manager and each Holder.

Upon any such waiver, such Default shall cease to exist, and any Event of Defaultarising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but nosuch waiver shall extend to any subsequent or other Default or impair any right consequentthereto.

Undertaking for Costs. All parties to this Indenture agree, andSection 5.15each Holder of any Note by his acceptance thereof shall be deemed to have agreed, that anycourt may in its discretion require, in any suit for the enforcement of any right or remedy underthis Indenture, or in any suit against the Trustee, Collateral Administrator or Portfolio Managerfor any action taken, or omitted by it as Trustee, Collateral Administrator or Portfolio Manager,as applicable, the filing by any party litigant in such suit of an undertaking to pay the costs ofsuch suit, and that such court may in its discretion assess reasonable costs, including reasonable

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attorneys’ fees, against any party litigant in such suit, having due regard to the merits and goodfaith of the claims or defenses made by such party litigant; but the provisions of this Section 5.15shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, orgroup of Noteholders, holding in the aggregate more than 10% in Aggregate OutstandingAmount of the Controlling Class, or to any suit instituted by any Noteholder for the enforcementof the payment of the principal of or interest on any Note on or after the applicable StatedMaturity (or, in the case of redemption, on or after the applicable Redemption Date).

Waiver of Stay or Extension Laws. The Co-Issuers covenant (toSection 5.16the extent that they may lawfully do so) that they shall not at any time insist upon, or plead, or inany manner whatsoever claim or take the benefit or advantage of, any stay or extension law orany valuation, appraisement, redemption or marshalling law or rights, in each case whereverenacted, now or at any time hereafter in force, which may affect the covenants, the performanceof or any remedies under this Indenture; and the Co-Issuers (to the extent that they may lawfullydo so) hereby expressly waive all benefit or advantage of any such law or rights, and covenantthat they shall not hinder, delay or impede the execution of any power herein granted to theTrustee, but shall suffer and permit the execution of every such power as though no such law hadbeen enacted or rights created.

Sale of Assets. (a) The power to effect any sale (a “Sale”) of all orSection 5.17any portion of the Assets pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one ormore Sales as to any portion of such Assets remaining unsold, but shall continue unimpaireduntil the entire Assets shall have been sold or all amounts secured by the Assets shall have beenpaid. The Trustee may upon notice provided as soon as reasonably practicable to theNoteholders, and shall, upon direction of the Holders of Notes representing the requisitepercentage of the Aggregate Outstanding Amount of Notes having the power to direct such Sale,from time to time postpone any Sale by public announcement made at the time and place of suchSale pursuant to Section 5.5. The Trustee hereby expressly waives its rights to any amount fixedby law as compensation for any Sale; provided that the Trustee and the Portfolio Manager shallbe authorized to deduct the reasonable costs, charges and expenses incurred by it in connectionwith such Sale from the proceeds thereof notwithstanding the provisions of Section 6.7.

The Trustee may bid for and acquire any portion of the Assets in(b)connection with a public Sale thereof, and may pay all or part of the purchase price by creditingagainst amounts owing on the Secured Notes or other amounts secured by the Assets, all or partof the net proceeds of such Sale after deducting the reasonable costs, charges and expensesincurred by the Trustee in connection with such Sale notwithstanding the provisions of Section 6.7. The Secured Notes need not be produced in order to complete any such Sale, or in order forthe net proceeds of such Sale to be credited against amounts owing on the Notes. The Trusteemay hold, lease, operate, manage or otherwise deal with any property so acquired in any mannerpermitted by law in accordance with this Indenture.

If any portion of the Assets consists of securities issued without(c)registration under the Securities Act (“Unregistered Securities”), the Portfolio Manager mayseek an Opinion of Counsel, or, if no such Opinion of Counsel can be obtained and with thewritten consent of a Majority of the Controlling Class, seek a no action position from the

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Securities and Exchange Commission or any other relevant federal or state regulatoryauthorities, regarding the legality of a public or private Sale of such Unregistered Securities.

The Trustee shall execute and deliver an appropriate instrument of(d)conveyance transferring its interest in any portion of the Assets in connection with a Salethereof, without recourse, representation or warranty. In addition, the Trustee is herebyirrevocably appointed the agent and attorney in fact of the Issuer to transfer and convey itsinterest in any portion of the Assets in connection with a Sale thereof, and to take all actionnecessary to effect such Sale. No purchaser or transferee at such a Sale shall be bound toascertain the Trustee’s authority, to inquire into the satisfaction of any conditions precedent orsee to the application of any Monies.

The Trustee shall provide notice as soon as reasonably practicable of any(e)public Sale to the Holders of the Subordinated Notes, and the Holders of the Subordinated Notesshall be permitted to participate in any such public Sale to the extent such Holders meet anyapplicable eligibility requirements with respect to such Sale.

Action on the Notes. The Trustee’s right to seek and recoverSection 5.18judgment on the Notes or under this Indenture shall not be affected by the seeking or obtainingof or application for any other relief under or with respect to this Indenture. Neither the lien ofthis Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired bythe recovery of any judgment by the Trustee against the Issuer or by the levy of any executionunder such judgment upon any portion of the Assets or upon any of the assets of the Issuer or theCo-Issuer.

ARTICLE VI

THE TRUSTEE

Certain Duties and Responsibilities. (a) Except during theSection 6.1continuance of an Event of Default:

the Trustee undertakes to perform such duties and only such duties as are(i)specifically set forth in this Indenture, and no implied covenants or obligations shall beread into this Indenture against the Trustee; and

in the absence of bad faith on its part, the Trustee may conclusively rely,(ii)as to the truth of the statements and the correctness of the opinions expressed therein,upon certificates or opinions furnished to the Trustee and conforming to the requirementsof this Indenture; provided, however, that in the case of any such certificates or opinionswhich by any provision hereof are specifically required to be furnished to the Trustee, theTrustee shall be under a duty to examine the same to determine whether or not theysubstantially conform on their face to the requirements of this Indenture and shallpromptly, but in any event within three Business Days in the case of an Officer’scertificate furnished by the Portfolio Manager, notify the party delivering the same ifsuch certificate or opinion does not conform. If a corrected form shall not have been

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delivered to the Trustee within fifteen days after such notice from the Trustee, theTrustee shall so notify the Noteholders.

In case an Event of Default known to the Trustee has occurred and is(b)continuing, the Trustee shall, prior to the receipt of directions, if any, from a Majority (or suchother percentage as may be required by the terms hereof) of the Controlling Class (or other Classif required or permitted by the terms hereof), exercise such of the rights and powers vested in itby this Indenture, and use the same degree of care and skill in its exercise, as a prudent personwould exercise or use under the circumstances in the conduct of such person’s own affairs.

No provision of this Indenture shall be construed to relieve the Trustee(c)from liability for its own negligent action, its own negligent failure to act, its own bad faith or itsown willful misconduct, except that:

this subsection shall not be construed to limit the effect of subsection (a)(i)of this Section 6.1;

the Trustee shall not be liable for any error of judgment made in good(ii)faith by a Trust Officer, unless it shall be proven that the Trustee was negligent inascertaining the pertinent facts;

the Trustee shall not be liable with respect to any action taken or omitted(iii)to be taken by it in good faith in accordance with the direction of the Issuer or theCo-Issuer or the Portfolio Manager in accordance with this Indenture and/or a Majority(or such other percentage as may be required by the terms hereof) of the ControllingClass (or other Class if required or permitted by the terms hereof), relating to the time,method and place of conducting any Proceeding for any remedy available to the Trustee,or exercising any trust or power conferred upon the Trustee, under this Indenture;

no provision of this Indenture shall require the Trustee to expend or risk(iv)its own funds or otherwise incur any financial liability in the performance of any of itsduties hereunder, or in the exercise of any of its rights or powers contemplated hereunder,if it shall have reasonable grounds for believing that repayment of such funds orindemnity satisfactory to it against such risk or liability is not reasonably assured to itunless such risk or liability relates to the performance of its ordinary incidental services,including mailing of notices under Article V, under this Indenture; and

in no event shall the Trustee be liable for special, indirect, punitive or(v)consequential loss or damage of any kind whatsoever (including but not limited to lostprofits) even if the Trustee has been advised of the likelihood of such damages andregardless of the form of such action.

For all purposes under this Indenture, the Trustee shall not be deemed to(d)have notice or knowledge of any Event of Default described in Sections 5.1(c), (d), (e), or (f)unless a Trust Officer assigned to and working in the Corporate Trust Office has actualknowledge thereof or unless written notice of any event which is in fact such an Event of Defaultor Default is received by the Trustee at the Corporate Trust Office, and such notice references

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the Notes generally, the Issuer, the Co-Issuer, the Assets or this Indenture. For purposes ofdetermining the Trustee’s responsibility and liability hereunder, whenever reference is made inthis Indenture to such an Event of Default or a Default, such reference shall be construed to referonly to such an Event of Default or Default of which the Trustee is deemed to have notice asdescribed in this Section 6.1.

Whether or not therein expressly so provided, every provision of this(e)Indenture relating to the conduct or affecting the liability of or affording protection to theTrustee shall be subject to the provisions of this Section 6.1.

The Trustee shall, upon reasonable (but no less than three Business Days’)(f)prior written notice to the Trustee, permit any representative of a Holder of a Note, during theTrustee’s normal business hours, to examine all books of account, records, reports and otherpapers of the Trustee (other than items protected by attorney-client privilege) relating to theNotes, to make copies and extracts therefrom (the reasonable out-of-pocket expenses incurred inmaking any such copies or extracts to be reimbursed to the Trustee by such Holder) and todiscuss the Trustee’s actions, as such actions relate to the Trustee’s duties with respect to theNotes, with the Trustee’s Officers and employees responsible for carrying out the Trustee’sduties with respect to the Notes.

Notice of Default. As soon as reasonably practicable (and in noSection 6.2event later than five Business Days) after the occurrence of any Default actually known to aTrust Officer of the Trustee or after any declaration of acceleration has been made or deliveredto the Trustee pursuant to Section 5.2, the Trustee shall give notice to the Co-Issuers, thePortfolio Manager, DTC, each Rating Agency, each Hedge Counterparty, each Paying Agent andall Holders, as their names and addresses appear on the Register, and the Irish Stock Exchange, for so long as any Class of Notes is listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, of all Defaults hereunder actually known to the TrustOfficer of the Trustee, unless such Default shall have been cured or waived.

Certain Rights of Trustee. Except as otherwise provided inSection 6.3Section 6.1:

the Trustee may conclusively rely and shall be fully protected in acting or(a)refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,notice, request, direction, consent, order, note or other paper or document believed by it to begenuine and to have been signed or presented by the proper party or parties;

any request or direction of the Issuer or the Co-Issuer mentioned herein(b)shall be sufficiently evidenced by an Issuer Order;

whenever in the administration of this Indenture the Trustee shall (i) deem(c)it desirable that a matter be proved or established prior to taking, suffering or omitting any actionhereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in theabsence of bad faith on its part, rely upon an Officer’s certificate or Issuer Order or (ii) berequired to determine the value of any Assets or funds hereunder or the cash flows projected tobe received therefrom, the Trustee may, in the absence of bad faith on its part, rely on agreed

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upon procedures reports of nationally recognized accountants (which may or may not be theIndependent accountants appointed by the Issuer pursuant to Section 10.9), investment bankersor other Persons qualified to provide the information required to make such determination,including nationally recognized dealers in securities of the type being valued and securitiesquotation services;

as a condition to the taking or omitting of any action by it hereunder, the(d)Trustee may consult with counsel and the advice of such counsel or any Opinion of Counselshall be full and complete authorization and protection in respect of any action taken or omittedby it hereunder in good faith and in reliance thereon;

the Trustee shall be under no obligation to exercise or to honor any of the(e)rights or powers vested in it by this Indenture at the request or direction of any of the Holderspursuant to this Indenture, unless such Holders shall have provided to the Trustee security orindemnity reasonably satisfactory to it against the costs, expenses (including reasonableattorneys’ fees and expenses) and liabilities which might reasonably be incurred by it incompliance with such request or direction;

the Trustee shall not be bound to make any investigation into the facts or(f)matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,request, direction, consent, order, note or other paper or document, but the Trustee, in itsdiscretion, may, and upon the written direction of a Majority of the Controlling Class or of aRating Agency shall, make such further inquiry or investigation into such facts or matters as itmay see fit or as it shall be directed, and the Trustee shall be entitled, on reasonable prior noticeto the Co-Issuers and the Portfolio Manager, to examine the books and records relating to theNotes and the Assets, personally or by agent or attorney, during the Co-Issuers’ or the PortfolioManager’s normal business hours; provided that the Trustee shall, and shall cause its agents to,hold in confidence all such information, except (i) to the extent disclosure may be required bylaw or by any regulatory, administrative or governmental authority and (ii) to the extent that theTrustee, in its sole judgment, may determine that such disclosure is consistent with itsobligations hereunder; provided, further, that the Trustee may disclose on a confidential basisany such information to its agents, attorneys and auditors in connection with the performance ofits responsibilities hereunder;

the Trustee may execute any of the trusts or powers hereunder or perform(g)any duties hereunder either directly or by or through agents or attorneys; provided that theTrustee shall not be responsible for any misconduct or negligence on the part of anynon-Affiliated agent or non-Affiliated attorney appointed with due care by it hereunder;

the Trustee shall not be liable for any action it takes or omits to take in(h)good faith that it reasonably believes to be authorized or within its rights or powers hereunder;

nothing herein shall be construed to impose an obligation on the part of(i)the Trustee to recalculate, monitor, evaluate, verify or independently determine the accuracy ofany report, certificate or information received from the Issuer or Portfolio Manager;

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to the extent any defined term hereunder, or any calculation required to be(j)made or determined by the Trustee hereunder, is dependent upon or defined by reference togenerally accepted accounting principles (as in effect in the United States) (“GAAP”), theTrustee shall be entitled to request and receive (and conclusively rely upon) instruction from theIssuer or a firm of nationally recognized accountants which may or may not be the Independentaccountants appointed by the Issuer pursuant to Section 10.9 (and in the absence of its receipt oftimely instruction therefrom, shall be entitled to obtain from an Independent accountant at theexpense of the Issuer) as to the application of GAAP in such connection, in any instance;

to the extent permitted by applicable law, the Trustee shall not be required(k)to give any bond or surety in respect of the execution of this Indenture or otherwise;

the Trustee shall not be deemed to have notice or knowledge of any matter(l)unless a Trust Officer has actual knowledge thereof or unless written notice thereof is receivedby the Trustee at the Corporate Trust Office and such notice references the Notes generally, theIssuer, the Co-Issuer or this Indenture; provided, further, whenever reference is made in thisIndenture to a Default or an Event of Default such reference shall, insofar as determining anyliability on the part of the Trustee is concerned, be construed to refer only to a Default or anEvent of Default of which the Trustee is deemed to have knowledge in accordance with thisclause (l);

the permissive rights of the Trustee to take or refrain from taking any(m)actions enumerated in this Indenture shall not be construed as a duty;

the Trustee shall not be responsible for delays or failures in performance(n)resulting from circumstances beyond its control (such circumstances include but are not limitedto acts of God, strikes, lockouts, riots, acts of war, loss or malfunctions of utilities, computer(hardware or software) or communications services);

in making or disposing of any investment permitted by this Indenture, the(o)Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of itsAffiliates, whether it or such Affiliate is acting as a subagent of the Trustee or for any thirdperson or dealing as principal for its own account. If otherwise qualified, obligations of theBank or any of its Affiliates shall qualify as Eligible Investments hereunder;

the Trustee or its Affiliates are permitted to receive additional(p)compensation that could be deemed to be in the Trustee’s economic self-interest for (i) servingas investment advisor, administrator, shareholder, servicing agent, custodian or sub-custodianwith respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions incertain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Suchcompensation is not payable or reimbursable under Section 6.7;

to help fight the funding of terrorism and money laundering activities, the(q)Trustee shall obtain, verify, and record information that identifies individuals or entities thatestablish a relationship or open an account with the Trustee. The Trustee shall ask for the name,address, tax identification number and other information that will allow the Trustee to identify

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the individual or entity who is establishing the relationship or opening the account. The Trusteemay also ask for formation documents such as articles of incorporation, an offeringmemorandum, or other identifying documents to be provided;

the Trustee shall not be liable for the actions or omissions of, or any(r)inaccuracies in the records of, the Portfolio Manager, the Issuer, the Co-Issuer, any Paying Agent(other than the Trustee), any Authenticating Agent (other than the Trustee), any ClearingCorporation or any depository institution and without limiting the foregoing, the Trustee shallnot be under any obligation to monitor, evaluate or verify compliance by the Portfolio Managerwith the terms hereof or the Portfolio Management Agreement, or to verify or independentlydetermine the accuracy of information received by it from the Portfolio Manager (or from anyselling institution, agent bank, trustee or similar source) with respect to the Assets;

the Trustee shall not have any obligation to determine: (a) if a Collateral(s)Obligation meets the criteria specified in the definition thereof, (b) if the conditions specified inthe definition of “Deliver” have been complied with or (c) if a Collateral Obligation is a Bond,Bridge Loan, Caa Collateral Obligation, CCC Collateral Obligation, Cov-Lite Loan, CreditImproved Obligation, Credit Risk Obligation, Current Pay Obligation, Defaulted Obligation,Deferrable Obligation, Deferring Obligation, Delayed Drawdown Collateral Obligation, DIPCollateral Obligation, Discount Obligation, Distressed Exchange, Excepted Current PayObligation, First-Lien Last -Out Loan, Libor Floor Obligation, Partial Deferrable Obligation,Participation Interest, Potential Tax Asset, Reinvestable Obligation, Revolving CollateralObligation, Second Lien Loan, Senior Secured Loan, Senior Unsecured Loan, Specified EquitySecurities, Step-Down Obligation, Step-Up Obligation, Structured Finance Obligation,Substitute Obligation, Swapped Non-Discount Obligation, Synthetic Security, TaxedTax Assetor Zero-Coupon Obligation;

the Collateral Administrator shall have the same rights, privileges and(t)indemnities afforded to the Trustee in this Article VI; provided, that such rights, immunities andindemnities shall be in addition to, and not in limitation of, any rights, immunities andindemnities provided in the Collateral Administration Agreement;

in the event the Bank (in its individual capacity or as Trustee) is also(u)acting in the capacity of Paying Agent, Registrar, Transfer Agent, Custodian, AuthenticatingAgent, Calculation Agent or Securities Intermediary, the rights, protections, benefits, immunitiesand indemnities afforded to the Trustee pursuant to this Article VI shall also be afforded to theBank acting in such capacities; provided that such rights, protections, benefits, immunities andindemnities shall be in addition to, and not in limitation of, any rights, immunities andindemnities provided in the Securities Account Control Agreement or any other documents towhich the Bank in such capacity is a party; and

in accordance with the U.S. Unlawful Internet Gambling Act, the Issuer(v)may not use the Accounts or other U.S. Bank National Association facilities in the United Statesto process “restricted transactions” as such term is defined in U.S. 31 CFR Section 132.2(y).Therefore, neither the Issuer nor any person who has an ownership interest in or control over theAccounts may use them to process or facilitate payments for prohibited internet gamblingtransactions; and

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nothing herein shall be construed to impose any liability or obligation on (w)the part of the Trustee to monitor compliance by any person with the Risk Retention Rules.

Not Responsible for Recitals or Issuance of Notes. The recitalsSection 6.4contained herein and in the Notes, other than the Certificate of Authentication thereon, shall betaken as the statements of the Applicable Issuers; and the Trustee assumes no responsibility fortheir correctness. The Trustee makes no representation as to the validity or sufficiency of thisIndenture (except as may be made with respect to the validity of the Trustee’s obligationshereunder), the Assets or the Notes. The Trustee shall not be accountable for the use orapplication by the Co-Issuers of the Notes or the proceeds thereof or any Money paid to theCo-Issuers pursuant to the provisions hereof.

May Hold Notes. The Trustee, any Paying Agent, Registrar or anySection 6.5other agent of the Co-Issuers, in its individual or any other capacity, may become the owner orpledgee of Notes and may otherwise deal with the Co-Issuers or any of their Affiliates with thesame rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.

Money Held in Trust. Money held by the Trustee hereunder shallSection 6.6be held in trust to the extent required herein. The Trustee shall be under no liability for intereston any Money received by it hereunder, except in its capacity as the Bank to the extent ofincome or other gain on investments which are deposits in or certificates of deposit of the Bankin its commercial capacity and income or other gain actually received by the Trustee on EligibleInvestments.

Compensation and Reimbursement. (a) The Issuer agrees:Section 6.7

to pay the Trustee on each Payment Date reasonable compensation as set(i)forth in a separate fee schedule dated on or near the Closing Date between the Trusteeand the Portfolio Manager for all services rendered by it hereunder (which compensationshall not be limited by any provision of law in regard to the compensation of a trustee ofan express trust);

except as otherwise expressly provided herein, to reimburse the Trustee in(ii)a timely manner upon its request for all reasonable expenses, disbursements and advancesincurred or made by the Trustee in accordance with any provision of this Indenture(including, without limitation, securities transaction charges and the reasonablecompensation and expenses and disbursements of its agents and legal counsel and of anyaccounting firm or investment banking firm employed by the Trustee pursuant toSections 5.4, 5.5, 10.7 or any other term of this Indenture, except any such expense,disbursement or advance as may be attributable to its negligence, willful misconduct orbad faith) but with respect to securities transaction charges, only to the extent any suchcharges have not been waived during a Collection Period due to the Trustee’s receipt of apayment from a financial institution with respect to certain Eligible Investments, asspecified by the Portfolio Manager in writing;

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to indemnify the Bank (individually and in each of its capacities) and its(iii)officers, directors, employees and agents for, and to hold them harmless against, any loss,liability or expense incurred without negligence, willful misconduct or bad faith on theirpart, and arising out of or in connection with the acceptance or administration of thisIndenture and the transactions contemplated hereby, including the costs and expenses ofdefending themselves (including reasonable attorney’s fees and costs) against any claimor liability in connection with the exercise or performance of any of their powers orduties hereunder and under any other Transaction Document related hereto; and

to pay the Trustee reasonable additional compensation together with its(iv)expenses (including reasonable counsel fees) for any collection action taken pursuant toSection 6.13 or the exercise or enforcement of remedies pursuant to Article V.

The Trustee shall receive amounts pursuant to this Section 6.7 in(b)accordance with the Priority of Payments but only to the extent that funds are available for thepayment thereof. Subject to Section 6.9, the Trustee shall continue to serve as Trustee under thisIndenture notwithstanding the fact that the Trustee shall not have received amounts due ithereunder; provided that nothing herein shall impair or affect the Trustee’s rights under Section 6.9. No direction by the Noteholders shall affect the right of the Trustee to collect amountsowed to it under this Indenture. If on any date when a fee or expense shall be payable to theTrustee pursuant to this Indenture insufficient funds are available for the payment thereof, anyportion of a fee not so paid shall be deferred and payable on such later date on which a fee shallbe payable and sufficient funds are available therefor. The Issuer’s obligations under thisSection 6.7 shall survive the termination of this Indenture and the resignation or removal of theTrustee pursuant to Section 6.9.

Without limitation to Section 5.4(d), the Trustee hereby agrees not to(c)cause the filing of a petition in bankruptcy for the non-payment to the Trustee of any amountsprovided by this Section 6.7 until at least one year (or if longer the applicable preference periodthen in effect) and one day after the payment in full of all Notes issued under this Indenture.

To the extent that the entity acting as Trustee is acting as Registrar,(d)Calculation Agent, Paying Agent, Authenticating Agent, Securities Intermediary or Custodian,the rights, privileges, immunities and indemnities set forth in this Article VI shall also apply to itacting in each such capacity.

Corporate Trustee Required; Eligibility. There shall at all times beSection 6.8a Trustee hereunder which shall be an organization or entity organized and doing business underthe laws of the United States of America or of any state thereof, authorized under such laws toexercise corporate trust powers, having a combined capital and surplusCR Assessment of at leastU.S.$200,000,000, subject to supervision or examination by federal or state authority, having a long-“Baa1(cr)” by Moody’s (or, if such entity does not have a CR Assessment, a senior unsecured debt rating of at least “Baa1” by Moody’s) and a long-term debt rating of at least“Baa1” by Moody’s and at least “BBB+” by S&P and having an office within the United States.If such organization or entity publishes reports of condition at least annually, pursuant to law orto the requirements of the aforesaid supervising or examining authority, then for the purposes of

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this Section 6.8, the combined capital and surplus of such organization or entity shall be deemedto be its combined capital and surplus as set forth in its most recent published report ofcondition. If at any time the Trustee shall cease to be eligible in accordance with the provisionsof this Section 6.8, it shall resign immediately in the manner and with the effect hereinafterspecified in this Article VI.

Resignation and Removal; Appointment of Successor. (a) NoSection 6.9resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to thisArticle VI shall become effective until the acceptance of appointment by the successor Trusteeunder Section 6.10.

The Trustee may resign at any time by giving written notice thereof to the(b)Co-Issuers, the Portfolio Manager, the Holders of the Notes and each Rating Agency not lessthan 60 days prior to such resignation. Upon receiving such notice of resignation, the Co-Issuersshall promptly appoint a successor trustee or trustees satisfying the requirements of Section 6.8by written instrument, in duplicate, executed by an Authorized Officer of the Issuer and anAuthorized Officer of the Co-Issuer, one copy of which shall be delivered to the Trustee soresigning and one copy to the successor Trustee or Trustees, together with a copy to each Holderand the Portfolio Manager; provided that the Issuer shall provide prior written notice to theRating Agencies of any such appointment; provided, further, that the Issuer shall not appointsuch successor trustee or trustees without the consent of a Majority of the Secured Notes of eachClass voting as a single class (or, at any time when an Event of Default shall have occurred andbe continuing or when a successor Trustee has been appointed pursuant to Section 6.9(e), by anAct of a Majority of the Controlling Class) unless (i) the Issuer gives ten days’ prior writtennotice to the Holders of such amendmentsuccessor and (ii) a Majority of the Secured Notes (or,at any time when an Event of Default shall have occurred and be continuing or when a successorTrustee has been appointed pursuant to Section 6.9(e), a Majority of the Controlling Class) donot provide written notice to the Issuer objecting to such appointment (the failure of any suchMajority to provide such notice to the Issuer within ten days of receipt of notice of suchappointment from the Issuer being conclusively deemed to constitute hereunder consent to suchappointment and approval of such successor trustee or trustees). If no successor Trustee shallhave been appointed and an instrument of acceptance by a successor Trustee shall not have beendelivered to the Trustee within 30 days after the giving of such notice of resignation, theresigning Trustee or any Holder, on behalf of himself and all others similarly situated, maypetition any court of competent jurisdiction for the appointment of a successor Trustee satisfyingthe requirements of Section 6.8.

The Trustee may be removed at any time by Act of a Majority of each(c)Class of Secured Notes voting separately or, at any time when an Event of Default shall haveoccurred and be continuing by an Act of a Majority of the Controlling Class, delivered to theTrustee and to the Co-Issuers.

If at any time:(d)

the Trustee shall cease to be eligible under Section 6.8 and shall fail to(i)resign after written request therefor by the Co-Issuers or a Majority of the ControllingClass; or

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the Trustee shall become incapable of acting or shall be adjudged as(ii)bankrupt or insolvent or a receiver or liquidator of the Trustee or of its property shall beappointed or any public officer shall take charge or control of the Trustee or of itsproperty or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case (subject to Section 6.9(a)), (A) the Co-Issuers, by Issuer Order, mayremove the Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of himself and allothers similarly situated, petition any court of competent jurisdiction for the removal of theTrustee and the appointment of a successor Trustee.

If the Trustee shall be removed or become incapable of acting, or if a(e)vacancy shall occur in the office of the Trustee for any reason (other than resignation), theCo-Issuers, by Issuer Order, shall promptly appoint a successor Trustee. If the Co-Issuers shallfail to appoint a successor Trustee within 30 days after such removal or incapability or theoccurrence of such vacancy, a successor Trustee may be appointed by a Majority of theControlling Class by written instrument delivered to the Issuer and the retiring Trustee. Thesuccessor Trustee so appointed shall, forthwith upon its acceptance of such appointment, becomethe successor Trustee and supersede any successor Trustee proposed by the Co-Issuers. If nosuccessor Trustee shall have been so appointed by the Co-Issuers or a Majority of theControlling Class and shall have accepted appointment in the manner hereinafter provided,subject to Section 5.15, the retiring Trustee may, or any Holder may, on behalf of himself and allothers similarly situated, petition any court of competent jurisdiction for the appointment of asuccessor Trustee.

The Co-Issuers shall give prompt notice of each resignation and each(f)removal of the Trustee and each appointment of a successor Trustee by mailing written notice ofsuch event by first class mail, postage prepaid, to the Portfolio Manager, to the Holders of theNotes as their names and addresses appear in the Register and to each Rating Agency.

Each notice shall include the name of the successor Trustee and the address of its CorporateTrust Office. If the Co-Issuers fail to mail such notice within ten days after acceptance ofappointment by the successor Trustee, the successor Trustee shall cause such notice to be givenat the expense of the Co-Issuers.

Any resignation or removal of the Trustee under this Section 6.9 shall be(g)an effective resignation or removal of the Bank in all capacities under this Indenture and asCollateral Administrator under the Collateral Administration Agreement.

Acceptance of Appointment by Successor. Every successorSection 6.10Trustee appointed hereunder shall meet the requirements of Section 6.8 and shall execute,acknowledge and deliver to the Co-Issuers and the retiring Trustee an instrument accepting suchappointment. Upon delivery of the required instruments, the resignation or removal of theretiring Trustee shall become effective and such successor Trustee, without any further act, deedor conveyance, shall become vested with all the rights, powers, trusts, duties and obligations ofthe retiring Trustee; but, on request of the Co-Issuers or a Majority of any Class of SecuredNotes or the successor Trustee, such retiring Trustee shall, upon payment of its charges then

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unpaid, execute and deliver an instrument transferring to such successor Trustee all the rights,powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to suchsuccessor Trustee all property and Money held by such retiring Trustee hereunder. Upon requestof any such successor Trustee, the Co-Issuers shall execute any and all instruments for morefully and certainly vesting in and confirming to such successor Trustee all such rights, powersand trusts.

Merger, Conversion, Consolidation or Succession to Business of Section 6.11Trustee. Any organization or entity into which the Trustee may be merged or converted or withwhich it may be consolidated, or any organization or entity resulting from any merger,conversion or consolidation to which the Trustee shall be a party, or any organization or entitysucceeding to all or substantially all of the corporate trust business of the Trustee, shall be thesuccessor of the Trustee hereunder, provided such organization or entity shall be otherwisequalified and eligible under this Article VI, without the execution or filing of any paper or anyfurther act on the part of any of the parties hereto. In case any of the Notes has beenauthenticated, but not delivered, by the Trustee then in office, any successor by merger,conversion or consolidation to such authenticating Trustee may adopt such authentication anddeliver the Notes so authenticated with the same effect as if such successor Trustee had itselfauthenticated such Notes.

Co-Trustees. At any time or times, for the purpose of meeting theSection 6.12legal requirements of any jurisdiction in which any part of the Assets may at the time be located,the Co-Issuers and the Trustee shall have power to appoint one or more Persons to act asco-trustee (subject to satisfaction of the Moody’s Rating Condition and the S&P RatingCondition), jointly with the Trustee, of all or any part of the Assets, with the power to file suchproofs of claim and take such other actions pursuant to Section 5.6 and to make such claims andenforce such rights of action on behalf of the Holders, as such Holders themselves may have theright to do, subject to the other provisions of this Section 6.12.

The Co-Issuers shall join with the Trustee in the execution, delivery andperformance of all instruments and agreements necessary or proper to appoint a co-trustee. If theCo-Issuers do not join in such appointment within 15 days after the receipt by them of a requestto do so, the Trustee shall have the power to make such appointment.

Should any written instrument from the Co-Issuers be required by any co-trusteeso appointed, more fully confirming to such co-trustee such property, title, right or power, anyand all such instruments shall, on request, be executed, acknowledged and delivered by theCo-Issuers. The Co-Issuers agree to pay (but only from and to the extent of the Assets), to theextent funds are available therefor under the Priority of Payments, any reasonable fees andexpenses in connection with such appointment.

Every co-trustee shall, to the extent permitted by law, but to such extent only, beappointed subject to the following terms:

the Notes shall be authenticated and delivered and all rights, powers,(a)duties and obligations hereunder in respect of the custody of securities, Cash and other personal

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property held by, or required to be deposited or pledged with, the Trustee hereunder, shall beexercised solely by the Trustee;

the rights, powers, duties and obligations hereby conferred or imposed(b)upon the Trustee in respect of any property covered by the appointment of a co-trustee shall beconferred or imposed upon and exercised or performed by the Trustee or by the Trustee and suchco-trustee jointly as shall be provided in the instrument appointing such co-trustee;

the Trustee at any time, by an instrument in writing executed by it, with(c)the concurrence of the Co-Issuers evidenced by an Issuer Order, may accept the resignation of orremove any co-trustee appointed under this Section 6.12, and in case an Event of Default hasoccurred and is continuing, the Trustee shall have the power to accept the resignation of, orremove, any such co-trustee without the concurrence of the Co-Issuers. A successor to anyco-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12;

no co-trustee hereunder shall be personally liable by reason of any act or(d)omission of the Trustee hereunder;

the Trustee shall not be liable by reason of any act or omission of a(e)co-trustee; and

any Act of Holders delivered to the Trustee shall be deemed to have been(f)delivered to each co-trustee.

Certain Duties of Trustee Related to Delayed Payment of Section 6.13Proceeds. In the event that in any month the Trustee shall not have received a payment withrespect to any Pledged Obligation on its Due Date, (a) the Trustee shall promptly notify theIssuer and the Portfolio Manager in writing or electronically and (b) unless within three BusinessDays (or the end of the applicable grace period for such payment, if longer) after such noticesuch payment shall have been received by the Trustee, or the Issuer, in its absolute discretion(but only to the extent permitted by Section 10.2(a)), shall have made provision for suchpayment satisfactory to the Trustee in accordance with Section 10.2(a), the Trustee shall requestthe issuer of such Pledged Obligation, the trustee under the related Underlying Instrument orpaying agent designated by either of them, as the case may be, to make such payment as soon aspracticable after such request but in no event later than three Business Days after the date of suchrequest. In the event that such payment is not made within such time period, the Trustee, subjectto the provisions of clause (iv) of Section 6.1(c), shall take such reasonable action as thePortfolio Manager shall direct in writing. Any such action shall be without prejudice to any rightto claim a Default or Event of Default under this Indenture. In the event that the Issuer or thePortfolio Manager requests a release of a Pledged Obligation and/or delivers an additionalCollateral Obligation in connection with any such action under the Portfolio ManagementAgreement, such release and/or substitution shall be subject to Section 10.8 and Article XII ofthis Indenture, as the case may be. Notwithstanding any other provision hereof, the Trustee shalldeliver to the Issuer or its designee any payment with respect to any Pledged Obligation or anyadditional Collateral Obligation received after the Due Date thereof to the extent the Issuerpreviously made provisions for such payment satisfactory to the Trustee in accordance with thisSection 6.13 and such payment shall not be deemed part of the Assets.

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Authenticating Agents. Upon the request of the Co-Issuers, theSection 6.14Trustee shall, and if the Trustee so chooses the Trustee may, appoint one or more AuthenticatingAgents with power to act on its behalf and subject to its direction in the authentication of Notesin connection with issuance, transfers and exchanges under Sections 2.4, 2.5, 2.6, 2.7 and 8.5, asfully to all intents and purposes as though each such Authenticating Agent had been expresslyauthorized by such Sections to authenticate such Notes. For all purposes of this Indenture, theauthentication of Notes by an Authenticating Agent pursuant to this Section 6.14 shall bedeemed to be the authentication of Notes by the Trustee.

Any corporation into which any Authenticating Agent may be merged orconverted or with which it may be consolidated, or any corporation resulting from any merger,consolidation or conversion to which any Authenticating Agent shall be a party, or anycorporation succeeding to the corporate trust business of any Authenticating Agent, shall be thesuccessor of such Authenticating Agent hereunder, without the execution or filing of any furtheract on the part of the parties hereto or such Authenticating Agent or such successor corporation.

Any Authenticating Agent may at any time resign by giving written notice ofresignation to the Trustee and the Issuer. The Trustee may at any time terminate the agency ofany Authenticating Agent by giving written notice of termination to such Authenticating Agentand the Co-Issuers. Upon receiving such notice of resignation or upon such a termination, theTrustee shall, upon the written request of the Issuer, promptly appoint a successor AuthenticatingAgent and shall give written notice of such appointment to the Co-Issuers.

Unless the Authenticating Agent is also the same entity as the Trustee, the Issueragrees to pay to each Authenticating Agent from time to time reasonable compensation for itsservices, and reimbursement for its reasonable expenses relating thereto as an AdministrativeExpense under Section 11.1. The provisions of Sections 2.9, 6.4 and 6.5 shall be applicable toany Authenticating Agent.

Withholding. If any withholding tax is imposed on the Issuer’sSection 6.15payment (or allocations of income) under the Notes to any Holder, such tax shall reduce theamount otherwise distributable to such Holder. The Trustee is hereby authorized and directed toretain from amounts, without prior notice, from amounts otherwise distributable to any Holdersufficient funds for the payment of any tax that is legally owed by the Issuer, including pursuantto an agreement with a taxing authority (but such authorization shall not prevent the Trusteefrom contesting any such tax in appropriate proceedings and withholding payment of such tax, ifpermitted by law, pending the outcome of such proceedings) and to timely remit such amounts to the appropriate taxing authority. The amount of any withholding tax imposed with respect toany Holder shall be treated as Cash distributed to such Holder at the time it is withheld by theTrustee and remitted to the appropriate taxing authority. If there is a possibility that withholdingtax is payable with respect to a distribution and the Trustee has not received documentation fromsuch Holder showing an exemption from withholding, the Trustee shall withhold such amountsin accordance with this Section 6.15. If any Holder wishes to apply for a refund of any suchwithholding tax, the Trustee shall reasonably cooperate with such Holder in making such claimso long as such Holder agrees to reimburse the Trustee for any out-of-pocket expenses incurred.

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Nothing herein shall impose an obligation on the part of the Trustee to determine the amount ofany tax or withholding obligation on the part of the Issuer or in respect of the Notes.

Representative for Secured Noteholders Only; Agent for each Section 6.16Hedge Counterparty and the Holders of the Subordinated Notes. With respect to the securityinterest created hereunder, the delivery of any Asset to the Trustee is to the Trustee asrepresentative of the Secured Noteholders and agent for each other Secured Party and theHolders of the Subordinated Notes. In furtherance of the foregoing, the possession by theTrustee of any Asset, the endorsement to or registration in the name of the Trustee of any Assetare all undertaken by the Trustee in its capacity as representative of the Secured Noteholders andagent for each other Secured Party and the Holders of the Subordinated Notes.

Representations and Warranties of the Bank. The Bank herebySection 6.17represents and warrants as follows:

Organization. The Bank has been duly organized and is validly existing(a)as a limited purpose national banking association with trust powers under the laws of the UnitedStates of America and has the power to conduct its business and affairs as a trustee.

Authorization; Binding Obligations. The Bank has the corporate power(b)and authority to perform the duties and obligations of trustee under this Indenture. The Bank hastaken all necessary corporate action to authorize the execution, delivery and performance of thisIndenture, and all of the documents required to be executed by the Bank pursuant hereto. Uponexecution and delivery by the Bank, this Indenture shall constitute the legal, valid and bindingobligation of the Bank enforceable against the Bank in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium,liquidation and similar laws affecting the rights of creditors, and subject to equitable principlesincluding without limitation concepts of materiality, reasonableness, good faith and fair dealing(whether enforcement is sought in a legal or equitable Proceeding), and except that certain ofsuch obligations may be enforceable solely against the Assets.

Eligibility. The Bank is eligible under Section 6.8 to serve as Trustee(c)hereunder.

No Conflict. Neither the execution, delivery and performance of this(d)Indenture, nor the consummation of the transactions contemplated by this Indenture, (i) isprohibited by, or requires the Bank to obtain any consent, authorization, approval or registrationwith any United States federal or State of New York agency or other governmental body underany United States federal or State of New York regulation or law having jurisdiction over thebanking or trust powers of the Bank.

Communication with Rating Agencies. Any writtenSection 6.18communication, including any confirmation, from a Rating Agency provided for or required tobe obtained by the Trustee hereunder shall be sufficient in each case when such communicationor confirmation is received by the Trustee, including by electronic message, facsimile, pressrelease, posting to the applicable Rating Agency’s website, or other means then consideredindustry standard. For the avoidance of doubt, no written communication given by S&P or

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Moody’s under this Section 6.18 shall be deemed to satisfy the S&P Rating Condition orMoody’s Rating Condition (as applicable) unless such communication is provided by S&Pspecifically in satisfaction of the S&P Rating Condition or by Moody’s specifically insatisfaction of the Moody’s Rating Condition, as applicable.

ARTICLE VII

COVENANTS

Payment of Principal and Interest. The Applicable Issuers shallSection 7.1duly and punctually pay the principal of and interest on the Secured Notes, in accordance withthe terms of such Notes and this Indenture pursuant to the Priority of Payments. The Issuershall, to the extent legally permitted and to the extent funds are available pursuant to the Priorityof Payments, duly and punctually pay all required distributions on the Subordinated Notes, inaccordance with the Subordinated Notes and this Indenture.

The Issuer shall, subject to the Priority of Payments, reimburse the Co-Issuer forany amounts paid by the Co-Issuer pursuant to the terms of the Notes or this Indenture. TheCo-Issuer shall not reimburse the Issuer for any amounts paid by the Issuer pursuant to the termsof the Notes or this Indenture.

Amounts properly withheld under the Code or other applicable law by any Personfrom a payment to any Holder shall be considered as having been paid by the Applicable Issuersto such Holder for all purposes of this Indenture.

Maintenance of Office or Agency. The Co-Issuers hereby appointSection 7.2the Trustee as a Paying Agent for payments on the Notes and as Transfer Agent for transfers ofthe Notes. Notes may be surrendered for registration of transfer or exchange at the CorporateTrust Office of the Trustee or its agent designated for purposes of surrender, transfer orexchange. The Co-Issuers hereby appoint Corporation Service Company, 1180 Avenue of theAmericas, Suite 210, New York, New York 10036, as agent upon whom process or demandsmay be served in any action arising out of or based on this Indenture or the transactionscontemplated hereby.

The Co-Issuers may at any time and from time to time vary or terminate theappointment of any such agent or appoint any additional agents for any or all of such purposes;provided, however, that the Co-Issuers shall maintain in the Borough of Manhattan, The City ofNew York, an office or agency where notices and demands to or upon the Co-Issuers in respectof such Notes and this Indenture may be served and, subject to any laws or regulationsapplicable thereto, an office or agency outside of the United States where Notes may bepresented and surrendered for payment; provided, further, that no paying agent shall beappointed in a jurisdiction which subjects payments on the Notes to withholding tax. The Co-Issuers hereby appoint, for so long as any Class of Notes is listed on the Irish Stock Exchange, Maples and Calder (the “Irish Listing Agent”) as listing agent in Ireland with respect to the Listed Notes. In the event that the Irish Listing Agent is replaced at any time during such period, notice of the appointment of any replacement shall be sent to the Irish Stock Exchange as promptly as practicable after such appointment. The Co-Issuers shall at all times maintain a

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duplicate copy of the Register at the Corporate Trust Office. The Co-Issuers shall give writtennotice as soon as reasonably practicable to the Trustee, the Holders, and each Rating Agency ofthe appointment or termination of any such agent and of the location and any change in thelocation of any such office or agency.

Money for Note Payments to Be Held in Trust. All payments ofSection 7.3amounts due and payable with respect to any Notes that are to be made from amounts withdrawnfrom the Payment Account shall be made on behalf of the Applicable Issuers by the Trustee or aPaying Agent with respect to payments on the Notes.

When the Applicable Issuers shall have a Paying Agent that is not also theRegistrar, they shall furnish, or cause the Registrar to furnish, no later than the fifth calendar dayafter each Record Date a list, if necessary, in such form as such Paying Agent may reasonablyrequest, of the names and addresses of the Holders and of the certificate numbers of individualNotes held by each such Holder.

Whenever the Applicable Issuers shall have a Paying Agent other than theTrustee, they shall, on or before the Business Day next preceding each Payment Date orRedemption Date, as the case may be, direct the Trustee to deposit on such Payment Date withsuch Paying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becomingdue (to the extent funds are then available for such purpose in the Payment Account), such sumto be held in trust for the benefit of the Persons entitled thereto and (unless such Paying Agent isthe Trustee) the Co-Issuers shall promptly notify the Trustee of its action or failure so to act.Any Monies deposited with a Paying Agent (other than the Trustee) in excess of an amountsufficient to pay the amounts then becoming due on the Notes with respect to which such depositwas made shall be paid over by such Paying Agent to the Trustee for application in accordancewith Article X.

The initial Paying Agent shall be as set forth in Section 7.2. Any additional orsuccessor Paying Agents shall be appointed by Issuer Order with written notice thereof to theTrustee; provided, however, that so long as the Notes of any Class are rated by a Rating Agency,with respect to any additional or successor Paying Agent, either (i) such Paying Agent has along-term debt rating of “A+” or higher by S&P and a CR Assessment of “A1(cr)” or higher byMoody’s or a short-term debt ratingCR Assessment of “P-1(cr)” by Moody’s and “A-1+” byS&P or (ii) the Global Rating Agency Condition is satisfied. In the event that such successorPaying Agent ceases to have a long-term debt rating of “A+” or higher by S&P and a CR Assessment of “A1(cr)” or higher by Moody’s or a short-term debt ratingCR Assessment of“P-1(cr)” by Moody’s and a short-term debt rating of “A-1+” by S&P, the Co-Issuers shallpromptly remove such Paying Agent and appoint a successor Paying Agent. The Co-Issuersshall not appoint any Paying Agent that is not, at the time of such appointment, a depositoryinstitution or trust company subject to supervision and examination by federal and/or state and/ornational banking authorities. The Co-Issuers shall cause each Paying Agent other than theTrustee to execute and deliver to the Trustee an instrument in which such Paying Agent shallagree with the Trustee and if the Trustee acts as Paying Agent, it hereby so agrees, subject to theprovisions of this Section 7.3, that such Paying Agent shall:

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allocate all sums received for payment to the Holders of Notes for which it(a)acts as Paying Agent on each Payment Date and any Redemption Date among such Holders inthe proportion specified in the applicable Distribution Report or report pertaining to suchRedemption Date to the extent permitted by applicable law;

hold all sums held by it for the payment of amounts due with respect to the(b)Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to suchPersons or otherwise disposed of as herein provided and pay such sums to such Persons as hereinprovided;

if such Paying Agent is not the Trustee, immediately resign as a Paying(c)Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if atany time it ceases to meet the standards set forth above required to be met by a Paying Agent atthe time of its appointment;

if such Paying Agent is not the Trustee, immediately give the Trustee(d)notice of any default by the Issuer or the Co-Issuer (or any other obligor upon the Notes) in themaking of any payment required to be made; and

if such Paying Agent is not the Trustee, during the continuance of any(e)such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums soheld in trust by such Paying Agent.

The Co-Issuers may at any time, for the purpose of obtaining the satisfaction anddischarge of this Indenture or for any other purpose, pay, or by Issuer Order direct any PayingAgent to pay, to the Trustee all sums held in trust by the Co-Issuers or such Paying Agent, suchsums to be held by the Trustee upon the same trusts as those upon which such sums were held bythe Co-Issuers or such Paying Agent; and, upon such payment by any Paying Agent to theTrustee, such Paying Agent shall be released from all further liability with respect to suchMoney.

Except as otherwise required by applicable law, any Money deposited with theTrustee or any Paying Agent in trust for any payment on any Note and remaining unclaimed fortwo years after such amount has become due and payable shall be paid to the Applicable Issuerson Issuer Order; and the Holder of such Note shall thereafter, as an unsecured general creditor,look only to the Applicable Issuers for payment of such amounts (but only to the extent of theamounts so paid to the Applicable Issuers) and all liability of the Trustee or such Paying Agentwith respect to such trust Money shall thereupon cease. The Trustee or such Paying Agent,before being required to make any such release of payment, may, but shall not be required to,adopt and employ, at the expense of the Applicable Issuers any reasonable means of notificationof such release of payment, including, but not limited to, mailing notice of such release toHolders whose Notes have been called but have not been surrendered for redemption or whoseright to or interest in Monies due and payable but not claimed is determinable from the recordsof any Paying Agent, at the last address of record of each such Holder.

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Existence of Co-Issuers. (a) The Issuer and the Co-Issuer shall, toSection 7.4the maximum extent permitted by applicable law, maintain in full force and effect their existenceand rights as companies incorporated or organized under the laws of the Cayman Islands and theState of Delaware, respectively, and shall obtain and preserve their qualification to do businessas foreign corporations in each jurisdiction in which such qualifications are or shall be necessaryto protect the validity and enforceability of this Indenture, the Notes or any of the Assets;provided, however, that the Issuer shall be entitled to change its jurisdiction of incorporationfrom the Cayman Islands to any other jurisdiction reasonably selected by the Issuer so long as (i)the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to theeffect that such change is not disadvantageous in any material respect to the Holders, (ii) writtennotice of such change shall have been given by the Issuer to the Trustee (which shall providenotice to the Holders), the Portfolio Manager, and each Rating Agency and (iii) on or prior to the15th Business Day following receipt of such notice the Trustee shall not have received writtennotice from a Majority of the Controlling Class objecting to such change; and provided, further,that the Issuer shall be entitled to take any action required by this Indenture within the UnitedStates notwithstanding any provision of this Indenture requiring the Issuer to take such actionoutside of the United States so long as prior to taking any such action the Issuer receives a legalopinion from nationally recognized legal counsel to the effect that it is not necessary to take suchaction outside of the United States or any political subdivision thereof in order to prevent theIssuer from becoming subject to United States Federal, state or local income taxes on a netincome basis or any material other taxes to which the Issuer would not otherwise be subject.

The Issuer and the Co-Issuer shall ensure that all corporate or other(b)formalities regarding their respective existences (including holding regular board of directors’and shareholders’, or other similar, meetings to the extent required by applicable law) arefollowed. Neither the Issuer nor the Co-Issuer shall take any action, or conduct its affairs in amanner, that is likely to result in its separate existence being ignored or in its assets andliabilities being substantively consolidated with any other Person in a bankruptcy, reorganizationor other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have anysubsidiaries (other than the Co-Issuer and any Tax Subsidiary), (ii) the Co-Issuer shall not haveany subsidiaries and (iii) except to the extent contemplated in the Administration Agreement orthe Issuer’s amended and restated declaration of trust by MaplesFS Limited, the Issuer and theCo-Issuer shall not (A) have any employees (other than their respective directors), (B) except ascontemplated by the Portfolio Management Agreement, the Memorandum and Articles or theAdministration Agreement, engage in any transaction with any shareholder that would constitutea conflict of interest or (C) pay dividends other than in accordance with the terms of thisIndenture and the Memorandum and Articles.

Protection of Assets. (a) The Issuer, or the Portfolio Manager onSection 7.5behalf and at the expense of the Issuer, shall cause the taking of such action by the Issuer (or bythe Portfolio Manager if within the Portfolio Manager’s control under the Portfolio ManagementAgreement) as is reasonably necessary in order to maintain the perfection and priority of thesecurity interest of the Trustee in the Assets. The Issuer shall from time to time prepare or causeto be prepared, execute, deliver and file all such supplements and amendments hereto and allsuch Financing Statements, continuation statements, instruments of further assurance and otherinstruments, and shall take such other action as may be necessary or advisable or desirable to

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secure the rights and remedies of the Trustee for the benefit of the Holders of the Secured Noteshereunder and to:

Grant more effectively all or any portion of the Issuer’s right, title and(i)interest in, to and under the Assets;

maintain, preserve and perfect any Grant made or to be made by this(ii)Indenture including, without limitation, the first priority nature of the lien or carry outmore effectively the purposes hereof;

perfect, publish notice of or protect the validity of any Grant made or to be(iii)made by this Indenture (including, without limitation, any and all actions necessary ordesirable as a result of changes in law or regulations);

enforce any of the Pledged Obligations or other instruments or property(iv)included in the Assets;

preserve and defend title to the Assets and the rights therein of the(v)Secured Parties in the Assets against the claims of all Persons and parties; or

if required to avoid or reduce the withholding, deduction, or imposition of(vi)United States income or withholding tax, and if reasonably able to so deliver or cause tobe delivered an IRS Form W-8BEN-E or successor applicable form and other properlycompleted and executed documentation, agreements, and certifications to each issuer,counterparty, paying agent, and/or to any applicable taxing authority or othergovernmental authority as necessary to permit the Issuer to receive payments withoutwithholding or deduction or at a reduced rate of withholding or deduction and tootherwise pay or cause to be paid any and all taxes levied or assessed upon all or any partof the Assets.

The Issuer hereby designates the Trustee as its agent and attorney in fact toprepare and file or record any Financing Statement (other than the Financing Statement deliveredon the Closing Date), continuation statement and all other instruments, and take all other actions,required pursuant to this Section 7.5; provided that such appointment shall not impose upon theTrustee any of the Issuer’s or the Portfolio Manager’s obligations under this Section 7.5. Inconnection therewith, the Trustee shall be entitled to receive, at the cost of the Issuer, andconclusively rely upon an Opinion of Counsel delivered in accordance with Section 7.6 as to theneed to file, the dates by which such filings are required to be made and the jurisdiction in whichsuch filings are to be made and the form and content of such filings. The Issuer furtherauthorizes and shall cause the Issuer’s United States counsel to file a Financing Statement thatnames the Issuer as debtor and the Trustee, on behalf of the Secured Parties, as secured party andthat describes “all assets in which the debtor now or hereafter has rights” (or other words to thateffect) as the Assets in which the Trustee has a Grant.

The Trustee shall not, except in accordance with Article V and Sections (b)10.6 and 12.1, as applicable, permit the removal of any portion of the Assets or transfer any suchAssets from the Account to which it is credited, or cause or permit any change in the Delivery

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made pursuant to Section 3.3 with respect to any Assets, if, after giving effect thereto, thejurisdiction governing the perfection of the Trustee’s security interest in such Assets is differentfrom the jurisdiction governing the perfection at the time of delivery of the most recent Opinionof Counsel pursuant to Section 7.6 (or, if no Opinion of Counsel has yet been delivered pursuantto Section 7.6, the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.1(a)(iii)) unless the Trustee shall have received an Opinion of Counsel to the effect that the lienand security interest created by this Indenture with respect to such property and the prioritythereof shall continue to be maintained after giving effect to such action or actions.

The Issuer shall register this Indenture in the Registerregister of(c)Mortgagesmortgages and Chargescharges at the Issuer’s registered office in the Cayman Islands.

Opinions as to Assets. On or before September 23, commencing inSection 7.62020 (and every five years thereafter), the Issuer shall furnish to the Trustee and Moody’s anOpinion of Counsel either (i) stating that, in the opinion of such counsel, such action has beentaken (including without limitation with respect to the filing of any Financing Statements andcontinuation statements) as is necessary to maintain the lien and security interest created by thisIndenture and reciting the details of such action or (ii) describing the filing of any FinancingStatements and continuation statements that shall, in the opinion of such counsel, be required tomaintain the lien and security interest of this Indenture.

Performance of Obligations. (a) The Co-Issuers, each as to itself,Section 7.7shall not take any action, and shall use their commercially reasonable efforts not to permit anyaction to be taken by others, that would release any Person from any of such Person’s covenantsor obligations under any instrument included in the Assets, except in the case of pricingamendments, ordinary course waivers/amendments, and enforcement action taken with respect toany Defaulted Obligation in accordance with the provisions hereof and actions by the PortfolioManager under the Portfolio Management Agreement and in conformity with this Indenture or asotherwise required hereby.

The Applicable Issuers may, with the prior written consent of a Majority(b)of each Class of Secured Notes (except in the case of the Portfolio Management Agreement andthe Collateral Administration Agreement, in which case no consent shall be required), contractwith other Persons, including the Portfolio Manager, the Trustee and the CollateralAdministrator for the performance of actions and obligations to be performed by the ApplicableIssuers hereunder and under the Portfolio Management Agreement by such Persons.Notwithstanding any such arrangement, the Applicable Issuers shall remain primarily liable withrespect thereto. In the event of such contract, the performance of such actions and obligations bysuch Persons shall be deemed to be performance of such actions and obligations by theApplicable Issuers; and the Applicable Issuers shall punctually perform, and use theircommercially reasonable efforts to cause the Portfolio Manager, the Trustee, the CollateralAdministrator and such other Person to perform, all of their obligations and agreementscontained in the Portfolio Management Agreement, this Indenture, the Collateral AdministrationAgreement or any such other agreement.

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Negative Covenants. (a) The Issuer shall not and, with respect toSection 7.8clauses (i), (ii), (iii), (iv), (vi), (vii), (viii), (ix) and (x), the Co-Issuer shall not, in each case fromand after the Closing Date:

sell, transfer, exchange or otherwise dispose of, or pledge, mortgage,(i)hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), anypart of the Assets, except as expressly permitted by this Indenture and the PortfolioManagement Agreement;

claim any credit on, make any deduction from, or dispute the(ii)enforceability of payment of the principal or interest payable (or any other amount) inrespect of the Notes (other than amounts withheld in accordance with the Code or anyapplicable laws of the Cayman Islands or other applicable jurisdiction) or assert anyclaim against any present or future Holder of Notes, by reason of the payment of anytaxes levied or assessed upon any part of the Assets;

(A) incur or assume or guarantee any indebtedness, other than the Notes(iii)and this Indenture and the transactions contemplated hereby (including, withoutlimitation, loans or notes incurred in connection with a Refinancing or a PartialRedemption by Refinancing as contemplated hereby), or (B)(1) issue any additional classof securities (except as provided in Section 2.4) or (2) issue any additional shares;

(A) permit the validity or effectiveness of this Indenture or any Grant(iv)hereunder to be impaired, or permit the lien of this Indenture to be amended,hypothecated, subordinated, terminated or discharged, or permit any Person to bereleased from any covenants or obligations with respect to this Indenture or the Notes,except as may be permitted hereby or by the Portfolio Management Agreement, (B)except as permitted by this Indenture, permit any lien, charge, adverse claim, securityinterest, mortgage or other encumbrance (other than the lien of this Indenture) to becreated on or extend to or otherwise arise upon or burden any part of the Assets, anyinterest therein or the proceeds thereof, or (C) except as permitted by this Indenture, takeany action that would permit the lien of this Indenture not to constitute a valid firstpriority security interest in the Assets;

amend the Portfolio Management Agreement except pursuant to the terms(v)thereof and Article XV of this Indenture;

dissolve or liquidate in whole or in part, except as permitted hereunder or(vi)required by applicable law;

pay any distributions other than in accordance with the Priority of(vii)Payments;

permit the formation of any subsidiaries (other than any Tax Subsidiary(viii)or, in the case of the Issuer, the Co-Issuer);

conduct business under any name other than its own;(ix)

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have any employees (other than directors to the extent they are(x)employees);

sell, transfer, exchange or otherwise dispose of Assets, or enter into an(xi)agreement or commitment to do so or enter into or engage in any business with respect toany part of the Assets, except as expressly permitted by this Indenture or the PortfolioManagement Agreement;

elect to be treated for U.S. federal income taxes as other than a foreign(xii)corporation without the unanimous consent of all Holders;

establish a branch, agency, office or place of business in the United States,(xiii)or take any action or engage in any activity (directly or through any other agent) whichwould subject it to United States federal, state, or local tax;

solicit, advertise or publish the Issuer’s ability to enter into credit(xiv)derivatives;

register as or become subject to regulatory supervision or other legal(xv)requirements under the laws of any country or political subdivision thereof as a bank,insurance company or finance company;

knowingly take any action that would reasonably be expected to cause it(xvi)to be treated as a bank, insurance company or finance company for purposes of (i) anytax, securities law or other filing or submission made to any governmental authority, (ii)any application made to a rating agency or (iii) qualification for any exemption from tax,securities law or any other legal requirements; and

hold itself out to the public as a bank, insurance company or finance(xvii)company.

The Co-Issuer shall not invest any of its assets in “securities” as such term(b)is defined in the Investment Company Act, and shall keep all of its assets in Cash.

So long as any Notes are Outstanding, the Co-Issuer shall not elect to be(c)treated for U.S. federal income tax purposes as other than a disregarded entity without theunanimous consent of all Holders.

Notwithstanding anything to the contrary contained herein, the Issuer shall(d)not, and shall use its commercially reasonable efforts to ensure that the Portfolio Manager actingon the Issuer’s behalf does not, acquire or own any asset, conduct any activity or take any actionunless the acquisition or ownership of such asset, the conduct of such activity or the taking ofsuch action, as the case may be, would not cause the Issuer to be engaged, or deemed to beengaged, in a trade or business within the United States for United States federal income taxpurposes or otherwise to be subject to United States federal income tax on a net basis or incometax on a net income basis in any other jurisdiction. The requirements of this Section 7.8(d) shallbe deemed to be satisfied if the requirements of Section 7.8(e) below are satisfied.

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In furtherance and not in limitation of Section 7.8(d), notwithstanding(e)anything to the contrary contained herein, the Issuer shall comply with all of the provisions setforth in Section 5.1 of the Portfolio Management Agreement unless, with respect to a particulartransaction, the Issuer, the Portfolio Manager and the Trustee shall have received an opinion oradvice of Paul HastingsCadwalader, Wickersham & Taft LLP or Perkins CoieMilbank, Tweed, Hadley & McCloy LLP or an opinion of other tax counsel of nationally recognized standing inthe United States experienced in such matters to the effect that the Issuer’s contemplatedactivities will not cause the Issuer to be engaged, or deemed to be engaged, in a trade or businesswithin the United States for United States federal income tax purposes or otherwise to be subjectto United States federal income tax on a net basis. The provisions set forth in Section 5.1 of thePortfolio Management Agreement may be waived, amended, eliminated, modified orsupplemented (without execution of a supplemental indenture) if the Issuer, the PortfolioManager and the Trustee shall have received advice of Paul Hastings LLP or Perkins CoieCadwalader, Wickersham & Taft LLP or Milbank, Tweed, Hadley & McCloy LLP or anopinion of other tax counsel of nationally recognized standing in the United States experiencedin such matters to the effect that the Issuer’s contemplated activities shall not (A) result in theIssuer becoming subject to United States federal income taxation with respect to its net income, or (B) result in the Issuer being treated as being engaged in a trade or business within the UnitedStates or (C) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the holders of any Class of Notes Outstanding at the time of issuance, as described in the Offering Circular under the heading “U.S. Federal Income Tax Considerations”. . For the avoidance of doubt, in the event advice of Paul Hastings LLP or Perkins CoieCadwalader, Wickersham & Taft LLP or Milbank, Tweed, Hadley & McCloy LLP or anopinion of other tax counsel as described above has been obtained in accordance with the termshereof, no consent of any Noteholder or Global Rating Agency Condition shall be required inorder to comply with this Section 7.8(e) in connection with the waiver, amendment, elimination,modification or supplementation of any provision of Section 5.1 of the Portfolio ManagementAgreement contemplated by such opinion of tax counsel.

The Issuer and the Co-Issuer shall not be party to any agreements(f)(including Hedge Agreements) without including customary “non-petition” and “limitedrecourse” provisions therein (and shall not amend or eliminate such provisions in any agreementto which it is party), except for any agreements related to the purchase and sale of any CollateralObligations or Eligible Investments which contain customary (as determined by the PortfolioManager in its sole discretion) purchase or sale terms or which are documented using customary(as determined by the Portfolio Manager in its sole discretion) loan trading documentation.

(g) The Issuer shall not acquire or hold any Certificated Securities in bearer form (other than securities not required to be in registered form under Section 163(f)(2)(A) of the Code) in a manner that does not satisfy the requirements of United States Treasury Regulations Section 1.165-12(c).

The Co-Issuer shall not fail to maintain an independent manager under its(g)limited liability company agreement.

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Statement as to Compliance. On or before September 23 in eachSection 7.9calendar year, commencing in 2016, or immediately if there has been a Default under thisIndenture and prior to the issuance of any Additional Notes pursuant to Section 2.4, the Issuershall deliver to the Trustee, the Portfolio Manager and the Administrator (to be forwarded, at thecost of the Issuer, by the Trustee to each Noteholder making a written request therefor and eachRating Agency) an Officer’s certificate of the Issuer that, having made reasonable inquiries ofthe Portfolio Manager, and to the best of the knowledge, information and belief of the Issuer,there did not exist, as at a date not more than five days prior to the date of the certificate, nor hadthere existed at any time prior thereto since the date of the last certificate (if any), any Defaulthereunder or, if such Default did then exist or had existed, specifying the same and the natureand status thereof, including actions undertaken to remedy the same, and that the Issuer hascomplied with all of its obligations under this Indenture or, if such is not the case, specifyingthose obligations with which it has not complied.

Co-Issuers May Consolidate, etc., Only on Certain Terms. NeitherSection 7.10the Issuer nor the Co-Issuer (the “Merging Entity”) shall consolidate or merge with or into anyother Person or transfer or convey all or substantially all of its assets to any Person, unlesspermitted by Cayman Islands law (in the case of the Issuer) or United States and Delaware law(in the case of the Co-Issuer) and unless:

the Merging Entity shall be the surviving corporation, or the Person (if(a)other than the Merging Entity) formed by such consolidation or into which the Merging Entity ismerged or to which all or substantially all of the assets of the Merging Entity are transferred (the“Successor Entity”) (A) if the Merging Entity is the Issuer, shall be a company incorporated andexisting under the laws of the Cayman Islands or such other jurisdiction approved by a Majorityof the Controlling Class; provided, that no such approval shall be required in connection withany such transaction undertaken solely to effect a change in the jurisdiction of incorporationpursuant to Section 7.4, and (B) in any case shall expressly assume, by an indenturesupplemental hereto, executed and delivered to the Trustee and each Holder, the due andpunctual payment of the principal of and interest on all Secured Notes issued by the MergingEntity and the performance and observance of every covenant of this Indenture on its part to beperformed or observed, all as provided herein;

the Trustee shall have received notice of such consolidation or merger and(b)shall have distributed copies of such notice to each Rating Agency as soon as reasonablypracticable and in any case no less than five days prior to such merger or consolidation, and theGlobal Rating Agency Condition is satisfied;

if the Merging Entity is not the surviving corporation, the Successor Entity(c)shall have agreed with the Trustee (i) to observe the same legal requirements for the recognitionof such formed or surviving corporation as a legal entity separate and apart from any of itsAffiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not toconsolidate or merge with or into any other Person or transfer or convey the Assets or all orsubstantially all of its assets to any other Person except in accordance with the provisions of thisSection 7.10;

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if the Merging Entity is not the surviving corporation, the Successor Entity(d)shall have delivered to the Trustee, and each Rating Agency, an Officer’s certificate and anOpinion of Counsel each stating that such Person shall be duly organized, validly existing and ingood standing in the jurisdiction in which such Person is organized; that such Person hassufficient power and authority to assume the obligations set forth in subsection (a) above and toexecute and deliver an indenture supplemental hereto for the purpose of assuming suchobligations; that such Person has duly authorized the execution, delivery and performance of anindenture supplemental hereto for the purpose of assuming such obligations and that suchsupplemental indenture is a valid, legal and binding obligation of such Person, enforceable inaccordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratoriumand other laws affecting the enforcement of creditors’ rights generally and to general principlesof equity (regardless of whether such enforceability is considered in a Proceeding in equity or atlaw); if the Merging Entity is the Issuer, that, immediately following the event which causessuch Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title,free and clear of any lien, security interest or charge, other than the lien and security interest ofthis Indenture, to the Assets securing all of the Notes, and (ii) the Trustee continues to have avalid perfected first priority security interest in the Assets securing all of the Secured Notes; andin each case as to such other matters as the Trustee or any Noteholder may reasonably require;provided, that nothing in this clause shall imply or impose a duty on the Trustee to require suchother documents;

immediately after giving effect to such transaction, no Default or Event of(e)Default shall have occurred and be continuing;

the Merging Entity shall have delivered notice to each Rating Agency, and(f)the Merging Entity shall have delivered to the Trustee and each Noteholder an Officer’scertificate and an Opinion of Counsel each stating that such consolidation, merger, transfer orconveyance and such supplemental indenture comply with this Article VII and that all conditionsin this Article VII relating to such transaction have been complied with and that such transactionwill not (1) result in the Merging Entity and Successor Entity becoming subject to United Statesfederal income taxation with respect to their net income, (2) result in the Merging Entity andSuccessor Entity being treated as being engaged in a trade or business within the United Statesor (3) have a material adverse effect oncause the tax treatment of the Issuer or the taxconsequences to the holdersHolders of any Class of Notes Outstanding at the time of issuance,immediately before such merger or consolidation to be materially different from such treatment or consequences as described in the Offering Circular under the heading “U.S. FederalIncome Tax Considerations” or “Certain U.S. Federal Income Tax Considerations,” as applicable, in a way that is adverse to the Issuer or such Holders, unless the Holders agree byunanimous consent that no adverse tax consequences will result therefrom to the Merging Entity,Successor Entity or Holders of the Notes (as compared to the tax consequences of not effectingthe transaction);

the Merging Entity shall have delivered to the Trustee an Opinion of(g)Counsel stating that after giving effect to such transaction, neither of the Co-Issuers (or, ifapplicable, the Successor Entity) will be required to register as an investment company under theInvestment Company Act; and

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after giving effect to such transaction, the outstanding stock (other than(h)the Subordinated Notes) of the Merging Entity (or, if applicable, the Successor Entity) will notbe beneficially owned within the meaning of the Investment Company Act by any U.S. Person.

Successor Substituted. Upon any consolidation or merger, orSection 7.11transfer or conveyance of all or substantially all of the assets of the Issuer or the Co-Issuer, inaccordance with Section 7.10 in which the Merging Entity is not the surviving corporation, theSuccessor Entity shall succeed to, and be substituted for, and may exercise every right and powerof, and shall be bound by each obligation and covenant of, the Merging Entity under thisIndenture with the same effect as if such Person had been named as the Issuer or the Co-Issuer,as the case may be, herein. In the event of any such consolidation, merger, transfer orconveyance, the Person named as the “Issuer” or the “Co-Issuer” in the first paragraph of thisIndenture or any successor which shall theretofore have become such in the manner prescribed inthis Article VII may be dissolved, wound up and liquidated at any time thereafter, and suchPerson thereafter shall be released from its liabilities as obligor and maker on all the Notes andfrom its obligations under this Indenture.

No Other Business. From and after the Closing Date, the IssuerSection 7.12shall not engage in any business or activity other than issuing and selling the Notes pursuant tothis Indenture and acquiring, owning, holding, selling, lending, exchanging, redeeming,pledging, contracting for the management of and otherwise dealing with Collateral Obligations,the other Assets in connection therewith and entering into Hedge Agreements, the CollateralAdministration Agreement, the Securities Account Control Agreement, the PortfolioManagement Agreement and other agreements specifically contemplated by this Indenture andshall not engage in any activity that would cause the Issuer to be subject to U.S. federal or stateincome tax on a net income basis, and the Co-Issuer shall not engage in any business or activityother than issuing and selling the Notes to be issued by it pursuant to this Indenture and, withrespect to the Issuer and the Co-Issuer, such other activities which are necessary, suitable orconvenient to accomplish the foregoing or are incidental thereto or connected therewith orancillary thereto. The Issuer and the Co-Issuer may amend, or permit the amendment of, theMemorandum and Articles of the Issuer and the Certificate of Formation and By-lawslimited liability company agreement of the Co-Issuer, respectively only upon satisfaction of the GlobalRating Agency Condition.

Annual Rating Review. (a) So long as any of the Secured Notes ofSection 7.13any Class remain Outstanding, on or before September 23 in each year, commencing in 2016, theApplicable Issuers shall obtain and pay for an annual review of the rating of each such Class ofSecured Notes from each Rating Agency, as applicable. The Applicable Issuers shall promptlynotify the Trustee and the Portfolio Manager in writing (and the Trustee shall promptly providethe Holders with a copy of such notice upon request) if at any time the rating of any such Classof Secured Notes has been, or is known shall be, changed or withdrawn.

With respect to any Collateral Obligation that has an S&P Rating derived(b)as set forth in clause (c)(ii) of the definition of “S&P Rating,” the Issuer shall annually obtain(and pay for) from S&P written confirmation of, or an update to, the credit estimate with respectto such Collateral Obligation. With respect to any Collateral Obligation that has a Moody’s

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Derived Rating determined under clause (c) of the definition of the term “Moody’s DerivedRating” or otherwise has a rating based on a Moody’s credit estimate, the Issuer shall annuallyobtain (and pay for) from Moody’s written confirmation of, or an update to, such Moody’sDerived Rating or credit estimate with respect to such Collateral Obligation. Upon theoccurrence of a Specified Event, the Issuer shall also obtain (and pay for) a review of anyCollateral Obligation with a credit estimate from Moody’s.

Reporting. At any time when the Co-Issuers are not subject toSection 7.14Section 13 or 15(d) of the Exchange Act and are not exempt from reporting pursuant to Rule12g3-2(b) under the Exchange Act, upon the request of a Holder or beneficial owner of a Note,the Co-Issuers shall promptly furnish or cause to be furnished “Rule 144A Information” to suchHolder or beneficial owner, to a prospective purchaser of such Note designated by such Holderor beneficial owner, or to the Trustee for delivery upon an Issuer Order to such Holder orbeneficial owner or a prospective purchaser designated by such Holder or beneficial owner, asthe case may be, in order to permit compliance by such Holder or beneficial owner of such Notewith Rule 144A under the Securities Act in connection with the resale of such Note by suchHolder or beneficial owner of such Note, respectively. “Rule 144A Information” shall be suchinformation as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or anysuccessor provision thereto).

Calculation Agent. (a) The Issuer hereby agrees that for so long asSection 7.15any Floating Rate Notes remain Outstanding there shall at all times be an agent appointed (whichdoes not control or is not controlled or under common control with the Issuer or its Affiliates orthe Portfolio Manager or its Affiliates) to calculate LIBOR in respect of each Interest AccrualPeriod in accordance with the termsdefinition of Exhibit C heretoLIBOR (the “Calculation Agent”). The Issuer hereby appoints the Collateral Administrator as Calculation Agent. TheCalculation Agent may be removed by the Issuer or the Portfolio Manager, on behalf of theIssuer, at any time. If the Calculation Agent is unable or unwilling to act as such or is removedby the Issuer or the Portfolio Manager, on behalf of the Issuer, shall promptly appoint areplacement Calculation Agent which does not control or is not controlled by or under commoncontrol with the Issuer or its Affiliates or the Portfolio Manager or its Affiliates. The CalculationAgent may not resign its duties without a successor having been duly appointed. In addition, for so long as any Notes are listed on the Irish Stock Exchange and the guidelines of such exchange so require, notice of the appointment of any replacement Calculation Agent shall be sent to the Irish Stock Exchange by the Issuer.

The Calculation Agent shall be required to agree (and the Collateral(b)Administrator as Calculation Agent does hereby agree) that, as soon as possible after 11:00 a.m.London time on each Interest Determination Date (or, in the case of the first Interest Accrual Period, on the last Notional Determination Date), but in no event later than 11:00 a.m. New Yorktime on the London Banking Day immediately following each Interest Determination Date (or, in the case of the first Interest Accrual Period, on the last Notional Determination Date), theCalculation Agent shall calculate the Note Interest Rate for each Class of Floating Rate Notes forthe next Interest Accrual Period and the Note Interest Amount for each Class of Floating RateNotes (in each case, rounded to the nearest cent, with half a cent being rounded upward) for thenext Interest Accrual Period, on the related Payment Date. At such time the Calculation Agentshall communicate such rates and amounts to the Co-Issuers, the Trustee, each Paying Agent, the

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Portfolio Manager, Euroclear and Clearstream. The Calculation Agent shall also specify to theCo-Issuers the quotations upon which the foregoing rates and amounts are based, and in anyevent the Calculation Agent shall notify the Co-Issuers before 5:00 p.m. (New York time) onevery Interest Determination Date (or, in the case of the first Interest Accrual Period, on the last Notional Determination Date) if it has not determined and is not in the process of determiningany such Note Interest Rate or Note Interest Amount together with its reasons therefor. TheCalculation Agent’s determination of the foregoing rates and amounts for any Interest AccrualPeriod shall (in the absence of manifest error) be final and binding upon all parties.

Certain Tax Matters. (a) Each Holder of a Note shall timelySection 7.16furnish the Issuer or its agents any U.S. federal income tax form or certification (such as IRSForm W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States TaxWithholding and Reporting (Individuals)), IRS Form W-8BEN-E (Certificate of Status ofBeneficial Owner for United States Tax Withholding and Reporting (Entities)), IRS FormW-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S.Branches for United States Tax Withholding and Reporting), IRS Form W-9 (Request forTaxpayer Identification Number and Certification), or IRS Form W-8ECI (Certificate of ForeignPerson’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Businessin the United States) or any successors to such IRS forms) that the Issuer or its agents mayreasonably request and shall update or replace such form or certification in accordance with itsterms or its subsequent amendments. Each Holder agrees to provide in a timely manner anydocumentation, agreements, certification or information that is reasonably requested by theIssuer (i) to permit the Issuer to make payments to it without, or at a reduced rate of,withholding, (ii) to enable the Issuer to qualify for a reduced rate of withholding in anyjurisdiction from or through which the Issuer receives payments on its assets, or (iii) to enablethe Issuer or its agents to satisfy reporting and other obligations under the Code and TreasuryRegulations. Each Holder agrees that, in the event it fails to provide the Issuer with anyinformation requested in connection with FATCA or the Cayman FATCA Legislation or if itsholding of the Notes prevents the Issuer from qualifying as, or complying with any obligations orrequirements imposed on, a “Participating FFI” or a “deemed-compliant FFI” within themeaning of the Code and U.S. Treasury Regulations promulgated thereunder, then (i) the Issueris authorized to withhold amounts otherwise distributable to it as compensation for any amountwithheld from payments to the Issuer or the underlying issuer as a result of such failure, and (ii)if the Issuer in its sole discretion believes it is required under FATCA or the Cayman FATCA Legislation (including a voluntary agreement entered into with the IRS pursuant thereto) to closeout such a non-complying holder, it shall have the right, without further notice, to compel it tosell its Notes or the Issuer may sell the Notes to a purchaser selected by the Issuer on such termsas the Issuer may choose in its sole discretion, and the net proceeds of such sale (taking intoaccount all taxes incurred by the Issuer in connection with such sale) shall be remitted to theholder as payment in full of such Notes. For these purposes, the Issuer may sell a beneficialowner’s interest in a Note in its entirety notwithstanding that the sale of only a portion of such aninterest would permit the Issuer to comply with FATCA or the Cayman FATCA Legislation.The Issuer may also assign such Note a separate CUSIP or CUSIPs in the Issuer’s solediscretion.

As a condition to the payment of principal of and interest on any Note(b)without, or at a reduced rate of, withholding or backup withholding tax, the Trustee shall require

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certification reasonably acceptable to it to enable the Issuer to determine its duties and liabilitieswith respect to any taxes or other charges that the Issuer may be required to pay, deduct orwithhold from payments in respect of such Note or the holder of such Note under any present orfuture law or regulation of the United States or any present or future law or regulation of anypolitical subdivision thereof or taxing authority therein or to comply with any reporting or otherrequirements under any such law or regulation. Such certification may include U.S. federalincome tax forms (such as IRS Form W-8BEN (Certificate of Foreign Status of BeneficialOwner for United States Tax Withholding and Reporting (Individuals)), IRS Form W-8BEN-E(Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting(Entities)), IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-ThroughEntity, or Certain U.S. Branches for United States Tax Withholding and Reporting), IRS FormW-9 (Request for Taxpayer Identification Number and Certification), or IRS Form W-8ECI(Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conductof a Trade or Business in the United States) or any successors to such IRS forms). The Trusteealso may require certification reasonably acceptable to it to enable the Issuer to qualify for areduced rate of withholding in any jurisdiction from or through which the Issuer receivespayments on its assets. Each Holder of a Note agrees to provide any certification requestedpursuant to this Section 7.16(b) within a reasonable time period after such request is initiallymade and to update or replace such form or certification in accordance with its terms or itssubsequent amendments. Each Holder represents and warrants that any such information andforms furnished by such Holder shall be true and accurate.

The Trustee hereby provides notice to each Holder that the failure of such(c)Holder to provide the Trustee with appropriate tax certifications will result in amounts beingwithheld without prior notice from payments to such Holder under this Indenture (provided thatamounts withheld pursuant to applicable tax laws shall be considered as having been paid by theIssuer to such Holder).

The Issuer will not elect to be treated as other than a corporation for U.S. (d)federal income tax purposes.[Reserved].

The Co-Issuers intend, and each holder and beneficial owner of Notes by(e)acquiring Notes (or a beneficial interest therein) hereby agrees, to treat the Notes as described inthe “U.S. Federal Income Tax Considerations” or “Certain U.S. Federal Income Tax Considerations,” as applicable, section of the Offering Circular for all U.S. federal income andfranchise tax purposes and shall take no action inconsistent with such treatment unless requiredby law; provided, however, that a Holder or beneficial owner of Notes shall be permitted to makeprotective QEF elections under Section 1293 of the Code and to file protective informationreturns under Sections 1298(f), 6038, 6038B and 6046 of the Code, and in each case anysuccessor provisions.

The Issuer shall hire accountants and the accountants shall cause to be(f)prepared and filed (and, where applicable, delivered to Holders) for each taxable year of theIssuer the federal, state and local income tax returns and reports as required under the Code andTreasury Regulations, or any tax returns or information tax returns required by any governmentalauthority, if any, which the Issuer is required to file (and, where applicable, deliver), and copiesof which returns and reports shall be available for inspection and examination by each Holder

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and their respective representatives, and shall provide to each beneficial owner of Notes anyinformation that the beneficial owner reasonably requests in order for the beneficial owner tocomply with its federal state, or local tax and information returns and reporting obligations;provided that the Issuer shall not file, or cause to be filed, any income or franchise tax return inthe United States or any state of the United States that, in each case, is based on the Issuerhaving a trade or business in the United States or any state thereof, unless it shall have obtainedadvice from Paul HastingsCadwalader, Wickersham & Taft LLP or Perkins CoieMilbank, Tweed, Hadley & McCloy LLP or an opinion of other nationally recognized U.S. tax counselexperienced in such matters prior to such filing that, under the laws of such jurisdiction, theIssuer is required to file such income or franchise tax return.

The Issuer shall (to the extent such information is reasonably available to(g)it) provide to any Holder or beneficial owner, upon written request (i) all information that a U.S.shareholder making a “qualified electing fund” (“QEF”) election (as defined in the Code) isrequired to obtain for U.S. federal income tax purposes, (ii) if applicable, a “PFIC AnnualInformation Statement” as described in Treasury Regulation § 1.1295-1 (g) (or any successorTreasury Regulation or IRS release or notice), including all representations and statementsrequired by such statement, and shall take any other steps necessary to facilitate a QEF electionby such U.S. shareholder, (iii) any information that such Holder or beneficial owner reasonablyrequests to assist such Holder or beneficial owner with regard to any filing requirements suchHolder or beneficial owner may have as a result of the Issuer being classified as a “controlledforeign corporation” for U.S. federal income tax purposes, and (iv) all other informationreasonably requested by a Holder or beneficial owner to satisfy its U.S. tax information andreporting obligations.

Notwithstanding any provision herein to the contrary, the Issuer shall take(h)all reasonable actions consistent with the law and its obligations under this Indenture to ensurethat the Issuer satisfies any and all withholding and tax payment obligations under Code Sections1441, 1442, 1445, 1471, 1472 or any other provisions under applicable law. Without limitingthe generality of the foregoing, the Issuer may withhold any amount that it or any advisorretained by the Trustee on its behalf determines is required, including pursuant to the terms of anagreement described in Section 1471(b) of the Code or an intergovernmental agreement enactedin connection with FATCA, to be withheld from any amounts otherwise distributable to anyholder of a Note.

The Issuer (or an agent acting on its behalf) will take such reasonable(i)actions, including hiring agents or advisors, consistent with law and its obligations under thisIndenture, as are necessary to comply with FATCA and the Cayman FATCA Legislation,including appointing any agent or representative to perform due diligence, withholding orreporting obligations of the Issuer pursuant to FATCA and the Cayman FATCA Legislation, andany other action that the Issuer would be permitted to take under this Indenture in furtherance ofcomplying with FATCA and the Cayman FATCA Legislation. The Issuer shall provide anycertification or documentation (including the applicablean IRS Form W-8BEN-E or anysuccessor form) to any payor (as defined in FATCA) from time to time as provided by law tominimize U.S. withholding tax or backup withholding tax.

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It is the intention of the parties hereto and, by its acceptance of a Note,(j)each Noteholder and each beneficial owner of a Note shall be deemed to have agreed not to treatany income generated by such Note as derived in connection with the Issuer’s active conduct ofa banking, financing, insurance, or other similar business for purposes of Section 954(h)(2) ofthe Code which has recently expired, but may be reinstated.

Upon the Trustee’s receipt of a request of a Holder or written request of a(k)Person certifying that it is an owner of a beneficial interest in a Note, delivered in accordancewith the notice procedures of Section 14.3, for the information described in United StatesTreasury Regulations Section 1.1275-3(b)(1)(i) that is applicable to such Holder or beneficialowner, the Issuer shall cause its Independent accountants to provide promptly to the Trustee andsuch requesting Holder or owner of a beneficial interest in such a Note all of such information.Any additional issuance of the Additional Notes shall be accomplished in a manner that shallallow the Independent accountants of the Issuer to accurately calculate original issue discountincome to holders of the Additional Notes. Upon a Re-Pricing, the Issuer will cause itsIndependent certified public accountants to comply with any requirements under TreasuryRegulation Section 1.1273-2(f)(9) (or any successor provision) including (as applicable), to (i)determine whether Notes of the Re-Priced Class or Notes replacing the Re-Priced Class aretraded on an established market and (ii) if so traded, to determine the fair market value of suchNotes and to make available such fair market value determination to holders in a commerciallyreasonable fashion, including by electronic publication, within 90 days of the date that the newNotes are issued.

In the event that the Issuer acquires or holds a TaxedTax Asset, the Issuer(l)shall either (x) subject to Sections 10.8 and 12.1, sell or otherwise dispose of all or a portion ofsuch TaxedTax Asset in accordance with the provisions of this Indenture, or (y) set up one ormore wholly owned special purpose vehicles (to the extent one is not already in existence) of theIssuer that is treated as a corporation for U.S. federal income tax purposes (each, a “Tax Subsidiary”) to receive and hold any such TaxedTax Asset. Each Tax Subsidiary must at alltimes have at least one independent director meeting the requirements of an “IndependentDirector” as set forth in the Tax Subsidiary’s organizational documents complying with anyapplicable Rating Agency rating criteria. The Issuer shall cause the purposes and permittedactivities of any Tax Subsidiary to be restricted solely to the acquisition, holding and dispositionof such TaxedTax Asset and shall require such Tax Subsidiary to distribute 100% of theproceeds of any sale of such assets, net of any tax liabilities, to the Issuer. No supplementalindenture pursuant to Sections 8.1 or 8.2 hereof shall be necessary to permit the Issuer, or thePortfolio Manager on its behalf, to take any actions necessary to set up a Tax Subsidiary. Inconnection with the formation of any Tax Subsidiary:

The Tax Subsidiary shall have no employees or subsidiaries;(i)

the Issuer shall not allow such Tax Subsidiary to acquire title to real(ii)property or a controlling interest in any entity that owns real property;

the Issuer shall ensure that such Tax Subsidiary shall not sell, transfer,(iii)exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise

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encumber (or permit such to occur or suffer such to exist), any part of such TaxedTaxAsset, except as expressly permitted by this Indenture and the Portfolio ManagementAgreement;

the Tax Subsidiary shall not elect to be treated as a “real estate investment(iv)trust” for U.S. federal income tax purposes;

the Issuer shall ensure that such Tax Subsidiary shall not incur or assume(v)or guarantee any indebtedness (or hold itself as doing so or being available to do so), andnot acquire or hold any title to or controlling interest in real property;

the Issuer shall ensure that such Tax Subsidiary shall not conduct business(vi)under any name other than its own;

the constitutive documents of such Tax Subsidiary shall provide that(vii)recourse with respect to costs, expenses or other liabilities of such Tax Subsidiary shallbe solely to the assets of such Tax Subsidiary and no creditor of such Tax Subsidiaryshall have any recourse whatsoever to the Issuer or its assets except to the extentotherwise required under applicable law;

the Issuer shall ensure that such Tax Subsidiary shall file all tax returns(viii)and reports required to be filed by it and to pay all taxes required to be paid by it;

the Issuer shall notify the Trustee of the filing or commencement of any(ix)action, suit or proceeding by or before any arbiter or governmental authority against oraffecting such Tax Subsidiary;

the Issuer shall ensure that such Tax Subsidiary shall not enter into any(x)agreement or other arrangement that prohibits or restricts or imposes any condition uponthe ability of such Tax Subsidiary to pay dividends or other distributions with respect toany of its ownership interests;

the Issuer shall be permitted to contribute to a Tax Subsidiary from time to(xi)time any Collateral Obligation that is expected to be converted into, or to distribute, aTaxedTax Asset, and to take any actions and enter into any agreements, including anytransfer with respect to the Collateral Obligation, to effect the transfer of such TaxedTaxAsset to a Tax Subsidiary;

the Issuer shall keep in full effect the existence, rights and franchises of(xii)each Tax Subsidiary as a company or corporation organized under the laws of itsjurisdiction and shall obtain and preserve its qualification to do business in eachjurisdiction in which such qualification is or shall be necessary to preserve the TaxedTaxAssets held from time to time by the related Tax Subsidiary. In addition, the Issuer andeach Tax Subsidiary shall not take any action, or conduct its affairs in a manner, that islikely to result in its separate existence being ignored or in its assets and liabilities beingsubstantively consolidated with any other Person in a bankruptcy, reorganization or otherinsolvency proceeding. Notwithstanding the foregoing, the Issuer shall be permitted to

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dissolve any Tax Subsidiary upon the sale of the final TaxedTax Assets and all otherassets held therein or upon the advice of counsel;

with respect to any Tax Subsidiary, the parties hereto agree that any(xiii)reports prepared by the Trustee, Portfolio Manager or Collateral Administrator withrespect to the Collateral Obligations shall indicate that the related TaxedTax Assets andrelated assets are held by the Tax Subsidiary, shall refer directly and solely to the relatedTaxedTax Assets, and the Trustee, Collateral Administrator and the Portfolio Managershall not be obligated to refer to the equity interest in such Tax Subsidiary;

the Issuer, the Co-Issuer, the Portfolio Manager and the Trustee shall not(xiv)cause the filing of a petition in bankruptcy against the Tax Subsidiary for the nonpaymentof any amounts due hereunder until at least one year and one day, or any longerapplicable preference period then in effect plus one day, after the payment in full of allthe Notes issued under this Indenture;

in connection with the organization of any Tax Subsidiary and the(xv)contribution of any TaxedTax Assets to such Tax Subsidiary pursuant to Section 7.16(l)(xi), such Tax Subsidiary shall establish one or more custodial and/or collateralaccounts, as necessary, with the Bank or a financial institution meeting the requirementsof Section 10.6(b) to hold the TaxedTax Assets and any proceeds thereof pursuant to anaccount control agreement; provided, however, that (i) a TaxedTax Asset or any otherasset shall not be required to be held in such a custodial or collateral account if doing sowould be in violation of another agreement related to such TaxedTax Asset or any otherasset and (ii) the Issuer may pledge a TaxedTax Asset to a Person other than the Trusteeif required pursuant to a related reorganization or bankruptcy Proceeding;

the Issuer shall cause the Tax Subsidiary to distribute, or cause to be(xvi)distributed, the proceeds of TaxedTax Assets to the Issuer, in such amounts and at suchtimes as shall be determined by the Portfolio Manager (any Cash proceeds distributed tothe Issuer shall be deposited into the Principal Collection Account); provided that theIssuer shall not cause any amounts to be so distributed unless all amounts in respect ofany related tax liabilities and expenses have been paid in full;

notwithstanding the complete and absolute transfer of a TaxedTax Asset(xvii)to a Tax Subsidiary, for purposes of measuring compliance with the ConcentrationLimitations, Collateral Quality Test and Coverage Tests, the ownership interests of theIssuer in a Tax Subsidiary or any property distributed to the Issuer by a Tax Subsidiary(other than Cash) shall be treated as a continuation of its ownership of the TaxedTaxAsset that was transferred to such Tax Subsidiary (which shall be (A) treated as havingthe same characteristics as such TaxedTax Asset and (B) subject to netting of the actualtaxes paid or any future anticipated taxes pursuant to Section 1.2(s) hereof). If, prior toits transfer to a Tax Subsidiary, a TaxedTax Asset was a Defaulted Obligation, theownership interests of the Issuer in such Tax Subsidiary shall be treated as a DefaultedObligation;

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if (A) any Event of Default occurs, the Notes have been declared due and(xviii)payable (and such declaration shall not have been rescinded and annulled in accordancewith this Indenture), and the Trustee or any other authorized party takes any action underthis Indenture to sell, liquidate or dispose of the Assets, (B) notice is given of anymandatory redemption, auction call redemption, Optional Redemption, tax redemption,clean-up call or other prepayment in full or repayment in full of all Notes Outstandingoccurs and such notice is not capable of being rescinded, (C) the final Maturity hasoccurred, or (D) irrevocable notice is given of any other final liquidation and finaldistribution of the Assets, however described, the Issuer or the Portfolio Manager on theIssuer’s behalf shall instruct each Tax Subsidiary to sell each TaxedTax Asset and allother assets held by such Tax Subsidiary for the Issuer and distribute the proceeds ofsuch sale, net of any amounts necessary to satisfy any related expenses and tax liabilities,to the Issuer in exchange for the equity security of or other interest in such TaxSubsidiary held by the Issuer; and

The Issuer shall promptly provide written notice of the formation of any(xix)Tax Subsidiary to Moody’s.

The Issuer shall use reasonable efforts to (i) enter into an agreement with (m)the IRS described in Section 1471(b)(1) of the Code unless it is either (a) deemed compliant under FATCA or (b) subject to and complying with an intergovernmental agreement enacted in furtherance of FATCA, and in either case is not required to enter into such agreement in order to avoid withholding on its assetscomply with FATCA and the Cayman FATCA Legislation and(ii) make any amendments to this Indenture reasonably necessary to enable the Issuer to obtainFATCA Compliance.

Each Holder that is a foreign financial institution as defined in FATCA,(n)and that fails to enter into an agreement described in Section 1471(b)(1) of the Code to the extentit is required to enter into such an agreement to avoid the withholding tax under Section 1471 ofthe Code, or is otherwise a Recalcitrant Holder, agrees that the Issuer is authorized to withholdamounts otherwise distributable to it in order for the Issuer to achieve FATCA Compliance andmay compel or effect the sale of Notes held by any such Holder if its holding of the Notesprevents the Issuer from qualifying as, or complying with any obligations or requirementsimposed on, a “Participating FFI” or a “deemed-compliant FFI” within the meaning of the Codeand U.S. Treasury Regulations promulgated thereunder. The Issuer may also assign a Note heldby such a Holder a separate CUSIP or CUSIPs in the Issuer’s sole discretion.

Upon written request, the Trustee and the Registrar shall, and each Holder(o)acknowledges and agrees that the Trustee and the Registrar may, provide to the Issuer, thePortfolio Manager, the Initial Purchaser or any agent thereof any information specified by suchparties regarding the Holders of the Notes and payments on the Notes that is reasonablyavailable to the Trustee or the Registrar, as the case may be, and, as determined by the Issuer,may be necessary for compliance with FATCA and the Cayman FATCA Legislation. Neitherthe Trustee nor the Registrar shall have any liability for any disclosure under this Section 7.16(o)or for the accuracy thereof.

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Ramp-Up Period; Purchase of Additional Collateral Obligations.Section 7.17(a) The Issuer shall use its commercially reasonable efforts to satisfy the Aggregate Ramp-UpPar Condition by the end of the Ramp-Up Period.

During the Ramp-Up Period (and, to the extent necessary to secure the(b)confirmations referenced in Section 7.17(c) or as expressly set forth in the last sentence of thisparagraph, after the Ramp-Up Period), the Issuer shall use the following funds to purchaseadditional Collateral Obligations in the following order: (i) to pay for the principal portion ofany Collateral Obligation from amounts on deposit in the Ramp-Up Account and (ii) to pay foraccrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-UpAccount. In addition, the Issuer shall use its commercially reasonable efforts to acquire suchCollateral Obligations that shall satisfy, as of the end of the Ramp-Up Period, the CollateralQuality Test and the Overcollateralization Ratio Tests. Any such purchase of a CollateralObligation that will settle following the end of the Ramp-Up Period shall be settled first withPrincipal Proceeds on deposit in the Principal Collection Account and, only if sufficient amountsare not available in the Principal Collection Account, with remaining amounts on deposit in theRamp-Up Account.

Within 30 Business Days after the end of the Ramp-Up Period (but in any(c)event, prior to the Determination Date relating to the first Payment Date), the Issuer shallprovide, or (at the Issuer’s expense) cause the Portfolio Manager to provide, the followingdocuments: (i) to each Rating Agency (in the case of delivery to S&P, via email toCDOEffectiveDatePortfolios@[email protected] and in the case of delivery to Moody’s, via email to [email protected]), a reportidentifying the Collateral Obligations, (ii) to S&P, the S&P Excel Default Model Input File,requesting that S&P reaffirm its Initial Ratings of the Secured Notes, (iii) to Moody’s, a report(the “Moody’s Effective Date Report”) prepared by the Collateral Administrator in accordancewith and subject to the terms of the Collateral Administration Agreement and determined as ofthe last day of the Ramp-Up Period, containing (A) the information required in a Monthly Reportand (B) a calculation with respect to whether the Aggregate Ramp-Up Par Condition is satisfiedand (iv) to the Trustee an Accountants’ Report (A) comparing the issuer, Principal Balance,coupon/spread, Stated Maturity, S&P Rating, Moody’s Default Probability Rating, Moody’sRating and country of Domicile with respect to each Collateral Obligation as of the end of theRamp-Up Period and the information provided by the Issuer with respect to every other assetincluded in the Assets, by reference to such sources as shall be specified therein (suchaccountants’ report, the “Accountants’ Effective Date Comparison AUP Report”), (B)recalculating as of the end of the Ramp-Up Period (1) the Overcollateralization Ratio Tests, (2)the Collateral Quality Test (excluding the S&P CDO Monitor Test), (3) the ConcentrationLimitations and (4) the Aggregate Ramp-Up Par Condition (the calculations in this clause (B),the “Moody’s Specified Tested Items”) and (C) specifying the procedures undertaken by suchaccountants to review data and computations relating thereto (items (B) and (C) of this clausetogether the “Accountants’ Effective Date Recalculation AUP Report”). If (x) the Issuerprovides the Accountants’ Effective Date Comparison AUP Report and the Accountants’Effective Date Recalculation AUP Report to the Trustee and such reports are consistent with theMoody’s Effective Date Report and contain results of the Moody’s Specified Tested Items thatagree with the results in the Moody’s Effective Date Report and (y) the Issuer causes the

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Collateral Administrator to provide to Moody’s the Moody’s Effective Date Report and theMoody’s Effective Date Report confirms satisfaction of the Moody’s Specified Tested Items,then a written confirmation from Moody’s of its Initial Ratings of the Class A Notes shall bedeemed to have been provided (a “Moody’s Effective Date Deemed Rating Confirmation”). Forthe avoidance of doubt, the Moody’s Effective Date Report shall not include or refer to anyAccountants’ Report, except that in accordance with SEC Release No. 34-72936, Form 15-E,only in its complete and unedited form which includes the Accountants’ Effective DateComparison AUP Report as an attachment, will be provided by the Independent accountants tothe Issuer who will post such Form 15-E on the 17g-5 Website. Copies of the Accountants’Effective Date Recalculation AUP Report or any other agreed upon procedures report providedby the Independent accountants to the Issuer will not be provided to any other party includingthe Rating Agencies or posted on the 17g-5 Website.

If, by the Determination Date relating to the first Payment Date, either(d)(x)(1) there has occurred no Moody’s Effective Date Deemed Rating Confirmation and (2)Moody’s has not provided written confirmation of its Initial Ratings of the Class A Notes (a“Moody’s Ramp-Up Failure”), then the Portfolio Manager, on behalf of the Issuer, shall instructthe Trustee in writing to transfer amounts from the Interest Collection Account or the Ramp-UpAccount to the Principal Collection Account (and with such funds the Issuer shall purchaseadditional Collateral Obligations or make payments on the Secured Notes) in an amountsufficient to obtain from Moody’s a confirmation of its Initial Ratings of the Class A Notes(provided that the amount of such transfer would not result in deferral of interest with respect tothe Class A-1 Notes or the Class A-2 Notes); provided that, in the alternative, the PortfolioManager on behalf of the Issuer may take such other action, including but not limited to, aSpecial Redemption and/or transferring amounts from the Interest Collection Account or theRamp-Up Account to the Principal Collection Account as Principal Proceeds (for use in aSpecial Redemption), sufficient to obtain from Moody’s a confirmation of its Initial Ratings ofthe Class A Notes or (y) S&P has not provided written confirmation of its Initial Ratings of theSecured Notes (an “S&P Rating Failure”), then the Portfolio Manager, on behalf of the Issuer,shall take the actions set forth in clause (x) above (including the proviso thereto) in an amountsufficient to obtain from S&P such written confirmation.

Notwithstanding the foregoing, if a Moody’s Ramp-Up Failure or an S&P RatingFailure occurs and the Portfolio Manager reasonably believes that it shall obtain a confirmationof each Rating Agency’s Initial Ratings of each applicable Class of Secured Notes without theuse of Interest Proceeds to acquire additional Collateral Obligations or to effect a SpecialRedemption, the Portfolio Manager may elect to retain some or all of the Interest Proceedsotherwise available for such purposes in the Interest Collection Account for distribution asInterest Proceeds on the second Payment Date.

The failure of the Issuer to satisfy the requirements of this Section 7.17(e)shall not constitute an Event of Default unless such failure would otherwise constitute an Eventof Default under Section 5.1(d) hereof and the Issuer, or the Portfolio Manager acting on behalfof the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes which are notapplied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before theClosing Date or to pay or reserve for applicable fees and expenses, at least the amount specifiedin the Issuer Order provided by the Issuer to the Trustee on the Closing Date shall be deposited

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in the Ramp-Up Account on the Closing Date. At the written direction of the Issuer (or thePortfolio Manager on behalf of the Issuer), the Trustee shall apply amounts held in the Ramp-UpAccount to purchase additional Collateral Obligations during the Ramp-Up Period as describedin clause (b) above. If at the end of the Ramp-Up Period, any amounts on deposit in theRamp-Up Account have not been applied to purchase Collateral Obligations, such amounts shallbe applied as described in Section 7.17(b) and Section 10.3(c).

Asset Quality Matrix; S&P CDO Monitor. On or prior to the last day of(f)the Ramp--Up Period, the Portfolio Manager shall (i) determine which “row/column combination” of the Asset Quality Matrix Combination shall apply on and after the last day ofthe Ramp--Up Period to the Collateral Obligations for purposes of determining compliance withthe Moody’s Diversity Test, the Moody’s Maximum Rating Factor Test and the MinimumFloating Spread Test, and if such “row/column combination”Asset Quality Matrix Combinationdiffers from the “row/column combination”Asset Quality Matrix Combination chosen to applyas of the Closing Date, the Portfolio Manager shall so notify the Trustee and the CollateralAdministrator and (ii) determine the applicable S&P CDO Monitor that shall apply on and afterthe last day of the Ramp--Up Period to the Collateral Obligations for purposes of determiningcompliance with the S&P CDO Monitor Test and the Weighted Average Life Test and shall notify the Trustee and. With respect to the S&P CDO Monitor chosen for the last day of the Ramp-Up Period, the Portfolio Manager may provide S&P (via email to [email protected]) with up to 10 different recovery rates for each liability rating of Notes, up to 10 different spreads and up to 2 different Weighted Average Lives with which to calculate the applicable S&P CDO Monitor. Thereafter, at any time on written notice of two Business Day to the Trustee, the Collateral Administrator of the same. and the Rating Agencies (in the case of delivery to S&P, via email to [email protected] and in the case of delivery to Moody’s, via email to [email protected]), the Portfolio Manager may elect a different Asset Quality Matrix Combination or a different S&P CDO Monitor to apply to the Collateral Obligations. If (x) the Collateral Obligations are currently incompliance with the Asset Quality Matrix caseCombination or the S&P CDO Monitor (as thecase may be) then applicable to the Collateral Obligations, the Portfolio Manager may changethe Asset Quality Matrix caseCombination or S&P CDO Monitor so long as (1) in the case of theS&P CDO Monitor, the Collateral Obligations shall comply with the S&P CDO Monitor and theAsset Quality Matrix after giving effect to such change and (2) in the case of the Asset QualityMatrix, the Collateral Obligations shall comply with the S&P CDO Monitor and the AssetQuality Matrix after giving effect to such change; (y) the Collateral Obligations are not currentlyin compliance with the Asset Quality Matrix caseCombination or the S&P CDO Monitor (as thecase may be) then applicable to the Collateral Obligations and would not be in compliance withany other Asset Quality Matrix caseCombination or S&P CDO Monitor (as the case may be), theCollateral Obligations need not comply with the Asset Quality Matrix caseCombination or theS&P CDO Monitor (as the case may be) to which the Portfolio Manager desires to change solong as (1) in the case of the S&P CDO Monitor, the Class Default Differential of the HighestRanking Class increases and the S&P CDO Monitor to which the Portfolio Manager desires tochange will not increase the level of non--compliance of the Collateral Obligations with anycomponent of the Asset Quality Matrix and (2) in the case of the Asset Quality Matrix, the AssetQuality Matrix caseCombination to which the Portfolio Manager desires to change will notincrease the level of non--compliance of the Collateral Obligations with any component of theAsset Quality Matrix and (z) in the case of the Asset Quality Matrix, the Collateral Obligations

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are not currently in compliance with the Asset Quality Matrix caseCombination then applicableto the Collateral Obligations, but would be in compliance with one or more other Asset QualityMatrix casesCombinations, the Portfolio Manager may only change to an Asset Quality MatrixcaseCombination with which the Collateral Obligations comply. If the Portfolio Manager doesnot notify the Trustee and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix Combination or the S&P CDO Monitor, in each casechosen on the last day of the Ramp--Up Period in the manner set forth above, the “row/column combination” of the Asset Quality Matrix Combination or the S&P CDO Monitor (as the casemay be) chosen on the last day of the Ramp--Up Period shall continue to apply.Notwithstanding the foregoing, the Portfolio Manager may elect at any time after the last day ofthe Ramp--Up Period, in lieu of selecting a “row/column combination” of the Asset QualityMatrix as the Asset Quality Matrix Combination (but otherwise in compliance with therequirements of the secondfourth sentence of this Section 7.17(f)) to interpolate between twoadjacent rows and/or two adjacent columns, as applicable, on a straight--line basis and round theresults to two decimal points. For purposes of the Initial Ratingsinitial ratings of theSecuredRefinancing Notes as of the ClosingRefinancing Date and with respect to the S&P CDOMonitor Test and the Weighted Average Life Test, the Portfolio Manager has selected case76[] for table 1, case 32 for table 2 and case 9 for table 3; provided, that that the S&P CDO Monitor Test shall not be applicable during the Ramp-Up Period and thereafter the Portfolio Manager shall determine the applicable S&P CDO Monitor for purposes of determining compliance with the S&P CDO Monitor Test as set forth in clause (ii) above (and, for the avoidance of doubt, the case selected above shall apply after the Ramp-Up Period unless changed by the Portfolio Manager in accordance with the terms hereof).[] for table 2 and case [] for table 3.

Representations Relating to Security Interests in the Assets. (a)Section 7.18The Issuer hereby represents and warrants that, as of the Closing Date (which representationsand warranties shall survive the execution of this Indenture and be deemed to be repeated oneach date on which an Asset is Granted to the Trustee hereunder), with respect to the Assets:

The Issuer owns such Asset free and clear of any lien, claim or(i)encumbrance of any Person, other than such as are created under, or permitted by, thisIndenture.

Other than the security interest Granted to the Trustee pursuant to this(ii)Indenture, except as permitted by this Indenture, the Issuer has not pledged, assigned,sold, granted a security interest in, or otherwise conveyed any of the Assets. The Issuerhas not authorized the filing of and is not aware of any Financing Statements against theIssuer that include a description of collateral covering the Assets other than anyFinancing Statement relating to the security interest granted to the Trustee hereunder orthat has been terminated; the Issuer is not aware of any judgment, PBGC liens or tax lienfilings against the Issuer.

All Assets constitute Cash, accounts (as defined in Section 9-102(a)(2) of(iii)the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of theUCC), Uncertificated Securities, Certificated Securities or Security Entitlements to

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Financial Assets resulting from the crediting of Financial Assets to a “securities account”(as defined in Section 8-501(a) of the UCC).

All Accounts constitute “securities accounts” under Section 8-501(a) of(iv)the UCC.

This Indenture creates a valid and continuing security interest (as defined(v)in Section 1-201(37) of the UCC) in such Assets in favor of the Trustee, for the benefitand security of the Secured Parties, which security interest is prior to all other liens,claims and encumbrances (except as permitted otherwise in this Indenture), and isenforceable as such against creditors of and purchasers from the Issuer.

The Issuer hereby represents and warrants that, as of the Closing Date(b)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to Assets that constitute Instruments:

Either (x) the Issuer has caused or shall have caused, within ten days of(i)the Closing Date, the filing of all appropriate Financing Statements in the proper office inthe appropriate jurisdictions under applicable law in order to perfect the security interestin the Instruments granted to the Trustee, for the benefit and security of the SecuredParties, hereunder or (y)(A) all original executed copies of each promissory note ormortgage note that constitutes or evidences the Instruments have been delivered to theTrustee or the Issuer has received written acknowledgement from a custodian that suchcustodian is holding the mortgage notes or promissory notes that constitute evidence ofthe Instruments solely on behalf of the Trustee and for the benefit of the Secured Partiesand (B) none of the Instruments that constitute or evidence the Assets has any marks ornotations indicating that they have been pledged, assigned or otherwise conveyed to anyPerson other than the Trustee, for the benefit of the Secured Parties.

The Issuer has received all consents and approvals required by the terms(ii)of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assetsthat constitute Instruments.

The Issuer hereby represents and warrants that, as of the Closing Date(c)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to the Assets that constitute Security Entitlements:

All of such Assets have been and shall have been credited to one of the(i)Accounts which are securities accounts within the meaning of Section 8-501(a) of theUCC. The Securities Intermediary for each Account has agreed to treat all assetscredited to such Accounts as Financial Assets.

The Issuer has received all consents and approvals required by the terms(ii)of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assetsthat constitute Security Entitlements.

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Either (x) the Issuer has caused or shall have caused, within ten days of(iii)the Closing Date, the filing of all appropriate Financing Statements in the proper office inthe appropriate jurisdictions under applicable law in order to perfect the security interestgranted to the Trustee, for the benefit and security of the Secured Parties, hereunder or(y)(A) the Issuer has delivered to the Trustee a fully executed Securities Account ControlAgreement pursuant to which the Custodian has agreed to comply with all instructionsoriginated by the Trustee relating to the Accounts without further consent by the Issuer or(B) the Issuer has taken all steps necessary to cause the Custodian to identify in itsrecords the Trustee as the person having a Security Entitlement against the Custodian ineach of the Accounts.

The Accounts are not in the name of any person other than the Issuer or(iv)the Trustee. The Issuer has not consented to the Custodian to comply with theEntitlement Order of any person other than the Trustee (and the Issuer prior to a notice ofexclusive control being provided by the Trustee).

The Issuer hereby represents and warrants that, as of the Closing Date(d)(which representations and warranties shall survive the execution of this Indenture and bedeemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), withrespect to Assets that constitute general intangibles:

The Issuer has caused or shall have caused, within ten days of the Closing(i)Date, the filing of all appropriate Financing Statements in the proper filing office in theappropriate jurisdictions under applicable law in order to perfect the security interest inthe Assets granted to the Trustee, for the benefit and security of the Secured Parties,hereunder.

The Issuer has received, or shall receive, all consents and approvals(ii)required by the terms of the Assets to the pledge hereunder to the Trustee of its interestand rights in the Assets that constitute general intangibles.

The Co-Issuers agree to promptly provide notice to the Rating Agencies if(e)they become aware of the breach of any of the representations and warranties contained in thisSection 7.18.

Acknowledgement of Portfolio Manager Standard of Care. TheSection 7.19Co-Issuers acknowledge that they shall be responsible for their own compliance with thecovenants set forth in this Article VII and that, to the extent the Co-Issuers have engaged thePortfolio Manager to take certain actions on their behalf in order to comply with such covenants,the Portfolio Manager shall only be required to perform such actions in accordance with thestandard of care set forth in Section 2.5 of the Portfolio Management Agreement (or thecorresponding provision of any portfolio management agreement entered into as a result of either BlueMountain Capital Management, LLC or BlueMountain Fuji Management, LLC, acting through its Series A (as applicable) no longer being the Portfolio Manager). The Co-Issuersfurther acknowledge and agree that the Portfolio Manager shall have no obligation to take any

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action to cure any breach of a covenant set forth in this Article VII until such time as anAuthorized Officer of the Portfolio Manager has actual knowledge of such breach.

Maintenance of Listing. So long as any Listed Notes remain Section 7.20Outstanding, the Co-Issuers shall use all reasonable efforts to maintain the The Issuer shall have no obligation to apply for, obtain or maintain any listing of such Notes on the Irish Stock Exchangeon any exchange after the Refinancing Date.

Section 3(c)(7) Procedures.Section 7.21

In addition to the notices required to be given under Section 10.7, the Issuer shalltake the following actions to ensure compliance with the requirements of Section 3(c)(7) of theInvestment Company Act (provided, that such procedures and disclosures may be revised by theIssuer to be consistent with generally accepted practice for compliance with the requirements ofSection 3(c)(7) of the Investment Company Act):

The Issuer shall, or shall cause its agent to request of DTC, and cooperate(a)with DTC to ensure, that (i) DTC’s security description and delivery order include a “3(c)(7)marker” and that DTC’s reference directory contains an accurate description of the restrictionson the holding and transfer of the Notes due to the Issuer’s reliance on the exemption toregistration provided by Section 3(c)(7) of the Investment Company Act, (ii) DTC send to itsparticipants in connection with the initial offering of the Notes, a notice that the Issuer is relyingon Section 3(c)(7) and (iii) DTC’s reference directory include each Class of Notes (and theapplicable CUSIP numbers for the Notes) in the listing of 3(c)(7) issues together with anattached description of the limitations as to the distribution, purchase, sale and holding of theNotes.

The Issuer shall, or shall cause its agent to, (i) ensure that all CUSIP(b)numbers identifying the Notes shall have a “fixed field” attached thereto that contains “3c7” and“144A” indicators and (ii) take steps to cause the Initial Purchaser to require that all “confirms”of trades of the Notes contain CUSIP numbers with such “fixed field” identifiers.

The Issuer shall, or shall cause its agent to, cause the Bloomberg screen or(c)screens containing information about the Notes to include the following language: (i) the “NoteBox” on the bottom of “Security Display” page describing the Notes shall state: “Iss’d Under144A/3(c)(7),” (ii) the “Security Display” page shall have the flashing red indicator “See OtherAvailable Information,” and (iii) the indicator shall link to the “Additional Security Information”page, which shall state that the securities “are being offered in reliance on the exemption fromregistration under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) toPersons who are both (x) qualified institutional buyers (as defined in Rule 144A under theSecurities Act) and (y) qualified purchasers (as defined under Section 2(a)(51) under theInvestment Company Act of 1940, as amended).” The Issuer shall use commercially reasonableefforts to cause any other third-party vendor screens containing information about the Notes toinclude substantially similar language to clauses (i) through (iii) above.

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ARTICLE VIII

SUPPLEMENTAL INDENTURES

Supplemental Indentures without Consent of Holders of Notes.Section 8.1Without the consent of the Holders of any Notes or any Hedge Counterparty (except as expresslyprovided below), the Co-Issuers, when authorized by Board Resolutions, and the Trustee at anytime and from time to time subject to the requirement provided below in this Section 8.1 withrespect to the ratings of any Class of Secured Notes, may enter into one or more indenturessupplemental hereto with the consent of the Portfolio Manager for any of the following purposes:

to evidence the succession of another Person to the Issuer or the Co-Issuer(i)and the assumption by any such successor Person of the covenants of the Issuer or theCo-Issuer herein and in the Notes;

to add to the covenants of the Co-Issuers or the Trustee for the benefit of(ii)the Secured Parties or to surrender any right or power herein conferred upon theCo-Issuers;

to convey, transfer, assign, mortgage or pledge any property to or with the(iii)Trustee for the benefit of the Secured Parties;

to evidence and provide for the acceptance of appointment hereunder by a(iv)successor trustee and to add to or change any of the provisions of this Indenture as shallbe necessary to facilitate the administration of the trusts hereunder by more than oneTrustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12;

to correct or amplify the description of any property at any time subject to(v)the lien of this Indenture, or to better assure, convey and confirm unto the Trustee anyproperty subject or required to be subjected to the lien of this Indenture (including,without limitation, any and all actions necessary or desirable as a result of changes in lawor regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien ofthis Indenture any additional property;

to modify the restrictions on and procedures for resales and other transfers(vi)of Notes to reflect any changes in applicable law or regulation (or the interpretationthereof) or to enable the Co-Issuers to rely upon any exemption from registration underthe Securities Act or the Investment Company Act or to remove restrictions on resale andtransfer to the extent not required thereunder;

to make such changes as shall be necessary or advisable in order for the (vii)Listed Notes to be listed or de-listed on an exchange, including the Irish Stock Exchange;

at any time within the Reinvestment Period, subject to the approval of a(viii)Majority of the Subordinated Notes and the Portfolio Manager, to make such changes asare necessary to permit the Applicable Issuers (A) to issue Additional Notes of any one

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or more new classes that are subordinated to the existing SecuredJunior Mezzanine Notesor (B) to issue Additional Notes of any one or more existing Classes; provided that anysuch additional issuance of Notes shall be issued in accordance with Section 2.4;

otherwise (A) to correct or cure any ambiguity or manifest errors in this(ix)Indenture or (B) to conform the provisions of this Indenture to the Offering Circular (only to the extent any item is addressed in both such documents);

to amend, modify, enter into or accommodate the execution of any Hedge(x)Agreement (provided that any such amendment or modification of any Hedge Agreementshall require the consent of the Hedge Counterparty and a Majority of the Controlling Classshall be subject to the conditions set forth in Section 16.1);

to (A) take any action necessary or advisable to prevent the Issuer, any (xi)Tax Subsidiary and the Holders of any Class of Notes from becoming subject to (or otherwise minimize) withholding or other taxes (other than taxes with respect to the Issuer otherwise permitted under this Indenture), fees or assessments, including by achieving FATCA Compliance, or to reduce the risk that the Issuer may be treated as engaged in a United States trade or business or otherwise being subject to United States federal, state or local income tax on a net income basis, provided that such actions do not conflict with the provisions related to Tax Subsidiaries as set forth in Section 7.16(l), or (B) without limitation,for any Bankruptcy Subordination Agreement; and to (A) issue anew Note or Notes in respect of, or issue one or more new sub--classes of, any Class ofNotes, in each case with new identifiers (including CUSIPs, ISINs and Common Codes,as applicable), to the extent that the Issuer or the Trustee determines that one or more beneficial owners of the Notes of such Class are Recalcitrant Holders or in connectionwith any Bankruptcy Subordination Agreement and to; provided that any sub-class of a Class of Notes issued pursuant to this clause shall be issued on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class and (B) provide forprocedures under which beneficial owners of such Class that are not Recalcitrant Holders (or subject to a Bankruptcy Subordination Agreement, as the case may be) may take aninterest in such new Note(s) or sub--class(es);

to enter into any additional agreements not expressly prohibited by this(xii)Indenture as well as any agreement, amendment, modification or waiver if the Issuerdetermines that such agreement, amendment, modification or waiver would not, upon orafter becoming effective, materially and adversely affect the rights or interest of Holdersof any Class of Notes, as evidenced by an Opinion of Counsel (which may be supportedas to factual (including financial and capital markets) matters by any relevant certificatesand other documents necessary or advisable in the judgment of counsel delivering suchopinion) or an Officer’s certificate of the Portfolio Manager to the effect that suchmodification would not be materially adverse to the Holder of any Class of Notes;

to take any action to allownecessary, advisable or helpful (A) to prevent(xiii)the Co--Issuers or any Tax Subsidiary to comply (or facilitate compliance) with FATCA including providing for remedies against or imposing penalties upon any Holder who fails to deliver Holder FATCA Information or is non-compliant with FATCA or to avoid

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the Issuer becoming subject to withholding tax under FATCA (including if necessary, forcing a sale or disposition of a Holder’s Notes), any Tax Subsidiary and any Class of Notes from being subject to (or to otherwise minimize) withholding or other taxes, fees or assessments, including by complying with FATCA or the Cayman FATCA Legislation or (B) to reduce the risk that the Issuer may be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise subject to U.S. federal, state or local income tax on a net income basis;

to modify the procedures herein relating to compliance with Rule 17g-5 of(xiv)the Exchange Act;

to effect a Refinancing in conformity with Section 9.2(b)Article IX or a(xv)Re-Pricing in conformity with Section 9.8;

with the written consent of a Majority of the Controlling Class, to(xvi)evidence any waiver or elimination by any Rating Agency of any requirement orcondition of such Rating Agency set forth herein;(xvii) with the written consent of a Majority of the Controlling Class, provided, that if a Majority of Controlling Class has provided written notice of objection to the Trustee within ten (10) Business Days after delivery of notice of such proposed supplemental indenture, the Trustee and the Co-Issuers shall not enter into such supplemental indenture without the consent of a Majority of the Controlling Class;

to conform to ratings criteria and other guidelines (including any(xvii)alternative methodology published by either of the Rating Agencies) relating to collateraldebt obligations in general published by either of the Rating Agencies; provided, that if a Majority of Controlling Class has provided written notice of objection to the Trustee within ten (10) Business Days after delivery of notice of such proposed supplemental indenture, the Trustee and the Co-Issuers shall not enter into such supplemental indenture without the consent of a Majority of the Controlling Class;

with the written consent of a Majority of eachthe Controlling Class of (xviii)Notes, to modify (i) any Collateral Quality Test, (ii) any defined term identified in Annex A to this Indenture utilized in the determination of any Collateral Quality Test, (iii) theInvestment Criteria set forth in Section 12.2, (iv) any Concentration Limitation or (v) anydefined term in Annex A or any Schedule to this Indenture that begins with or includesthe word “Moody’s” or “S&P”;

to amend, modify or otherwise accommodate changes to Section 7.13(xix)relating to the administrative procedures for reaffirmation of ratings on the Notes;

to change the name of the Issuer or the Co-Issuer in connection with the(xx)change in name or identity of the Portfolio Manager or as otherwise required pursuant toa contractual obligation or to avoid the use of a trade name or trademark in respect ofwhich the Issuer or the Co-Issuer does not have a license;

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with the written consent of the Portfolio Manager and a Majority of the(xxi)Controlling Class, to modify the definition of “Credit Improved Obligation,” “Credit RiskObligation,” “Defaulted Obligation” or “Equity Security” or the restrictions on the salesof Collateral Obligations set forth in Section 12.1 in a manner not materially adverse to any holders of any Class of Notes as evidenced by; provided that no Noteholder consent shall be required if an Opinion of Counsel (which may be supported as to factual(including financial and capital markets) matters by any relevant certificates and otherdocuments necessary or advisable in the judgment of counsel delivering such opinion) oran Officer’s certificate of the Portfolio Manager to the effect that such modificationwould not be materially adverse to the holder of any Class of Notes is delivered;

to accommodate the settlement of the Notes in book-entry form through(xxii)the facilities of DTC or otherwise;

to authorize the appointment of any listing agent, transfer agent, paying(xxiii)agent or additional registrar for any Class of Notes required or advisable in connectionwith the listing of any Class of Notes on the Irish Stock Exchange or any otherany stockexchange, and otherwise to amend this Indenture to incorporate any changes required orrequested by any governmental authority, stock exchange authority, listing agent, transferagent, paying agent or additional registrar for any Class of Notes in connection herewith;

to change the minimum denomination of any Class of Notes;(xxiv)

to facilitate any necessary filings, exemptions or registrations with the(xxv)CFTC; or

in connection with a Partial Redemption by Refinancing, at the direction(xxvi)of the Holders of(a) a Majority of the Subordinated Notes, with the written consent of thePortfolio Manager (in its sole discretion) or (b) the Portfolio Manager, to (1) extend theend date of the Non--Call Period for all Classes of Notes and all obligations providing theRefinancing to a date after the related Redemption Date., (2) to extend the end date of the Reinvestment Period, (3) to extend the Stated Maturity of all Classes of Notes and all obligations providing the Refinancing and/or (4) to amend the Weighted Average Life Test; provided that the Global Rating Agency Condition is satisfied with respect to any amendment or modification pursuant to clauses (2) through (4) above; provided, that if any Class not subject to the Partial Redemption by Refinancing has provided written notice of objection to a proposed supplemental indenture under clauses (2), (3) or (4) above to the Trustee within ten (10) Business Days after delivery of notice of such proposed supplemental indenture, the Trustee and the Co-Issuers shall not enter into such supplemental indenture without the consent of a Majority of such Class;

No supplemental indenture, or other

to make any modification or amendment of this Indenture pursuant to this (xxvii)Section 8.1, may become effective unless such supplemental indenture shall not (A) result in the Issuer becoming subject to United States federal income taxation with

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respect to its net income, (B) result in the Issuer being treated as being engaged in a trade or business within the United States or (C) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the holders of any Class of Notes Outstanding at the time of issuance, as described in the Offering Circular under the heading “U.S. Federal Income Tax Considerations” as evidenced by the Opinion of Counsel provided pursuant to Section 8.3 hereof.determined by the Issuer or the Portfolio Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Volcker Rule or (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Volcker Rule;

to make modifications which, in the commercially reasonable judgment of (xxviii)the Portfolio Manager are necessary in order for any transaction contemplated by this Indenture (including the issuance of Additional Notes, a Refinancing or a Re-Pricing) to comply with, or avoid the application of, or obtain more favorable treatment with respect to, the Risk Retention Rules;

to amend, modify or otherwise accommodate changes to this Indenture to (xxix)evidence changes to any rule or regulation (or interpretation thereof) enacted by (or made available by) any regulatory agency of the United States federal government after the Closing Date that is applicable to the Notes;

with the consent of the Holders of 100% of the aggregate outstanding (xxx)principal amount of Subordinated Notes, regardless of whether such Class would be materially and adversely affected thereby, to modify the Subordinated Management Fee or the Incentive Management Fee;

at the direction of the Portfolio Manager, to make any modifications (xxxi)necessary or advisable to facilitate the replacement of LIBOR as the base rate for the Floating Rate Notes to the Alternative Rate other than the Designated Reference Rate as set forth in the definition of LIBOR, to replace references to “LIBOR” and “London interbank offered rate” to the Alternative Rate (other than the Designated Reference Rate) when used with respect to a floating rate Collateral Obligation and to make such other amendments as are necessary or advisable in the reasonable judgment of the Portfolio Manager to facilitate the foregoing changes; provided that such amendments and modifications are being undertaken due to (x) a material disruption to LIBOR, (y) a change in the methodology of calculating LIBOR or (z) LIBOR ceasing to exist (or the reasonable expectation of the Portfolio Manager that any of the events specified in clause (x), (y) or (z) will occur in the near term) (any such amendment pursuant to this clause (xxxi), a “Base Rate Amendment”);

notwithstanding anything to the contrary in this Article VIII or elsewhere (xxxii)in this Indenture, with respect to any supplemental indenture which, by its terms, (x) provides for a Refinancing of all, but not less than all, Classes of the Secured Notes in whole, but not in part, and (y) is consented to by at least a Majority of the Subordinated Notes, the Portfolio Manager may, without regard to any other consent requirement

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specified above or elsewhere in the Indenture, cause such supplemental indenture to also (a) effect an extension of the end of the Reinvestment Period, (b) establish a non-call period for the obligations or loans issued to replace such Notes or prohibit a future refinancing of such replacement securities, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity of such obligations or loans that is later than the Stated Maturity of the Notes, (e) effect an extension of the Stated Maturity of the Subordinated Notes and/or (f) make any other supplements or amendments to the Indenture that would otherwise be subject to the consent rights set forth above (a “Reset Amendment”); or

to facilitate a Regulatory Refinancing.(xxxiii)

If, so long as the Class A-1 Notes are Outstanding, a Majority of the Class A-1Notes provide written notice to the Issuer and the Trustee (containing a statement detailing howsuch Holders would be adversely affected by any such proposed supplemental indenture) thatsuch Holders object to any such proposed supplemental indenture under clause (ix)(A) of thisSection 8.1 not later than one Business Day prior to the proposed date of execution of suchsupplemental indenture, the Co-Issuers and the Trustee shall not enter into such supplementalindenture (it being understood that any Holder that does not object to such proposedsupplemental indenture in writing within the timeframe set forth above will be deemed to haveconsented to such proposed supplemental indenture). If a Majority of any Class of OutstandingNotes provide written notice to the Issuer and the Trustee (containing a statement detailing howsuch Holders would be adversely affected by any such proposed supplemental indenture) thatsuch Holders object to any such proposed supplemental indenture under clause (xii), (xiii) or(xviii) of this Section 8.1 not later than one Business Day prior to the proposed date of executionof such supplemental indenture, the Co-Issuers and the Trustee shall not enter into suchsupplemental indenture (it being understood that any Holder that does not object to suchproposed supplemental indenture in writing within the timeframe set forth above will be deemedto have consented to such proposed supplemental indenture). Notwithstanding anything to thecontrary, the Trustee shall have no obligation to evaluate or determine the sufficiency of anystatement from any Holder detailing how such Holder would be adversely affected by anyproposed supplemental indenture and shall have no obligation to request or otherwise solicitsuch a statement from any Holder who has objected without providing any statement detailinghow such Holder would be adversely affected by any proposed supplemental indenture.

A supplemental indenture entered into for any purpose other than the purposesprovided for in this Section 8.1 shall require the consent of the Holders of Notes as required inSection 8.2.

For the avoidance of doubt, any Reset Amendment will not be subject to any consent requirements (other than as set forth in the definition thereof) that would otherwise apply to any supplemental indenture described under this Section 8.1 above or otherwise under this Indenture.

Supplemental Indentures with Consent of Holders of Notes. (a)Section 8.2With the consent of the Portfolio Manager and a Majority of each Class of Notes materially andadversely affected thereby, the Trustee and the Co-Issuers may enter into a supplementalindenture to add any provisions to, or change in any manner or eliminate any of the provisions

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of, this Indenture or modify in any manner the rights of the Holders of the Notes of such Classunder this Indenture; provided, however, that, no such supplemental indenture pursuant to thisSection 8.2(a) shall, without the consent of each Holder of each Outstanding Note of each Classmaterially and adversely affected thereby:

change the Stated Maturity of the principal of or the Due Date of any(i)installment of interest on any Secured Note, reduce the principal amount thereof or therate of interest thereon (other than in the case of a Re-Pricing, to reduce the Redemption Price or a Base Rate Amendment) or the Redemption Price with respect to any Note, orchange the earliest date on which Notes of any Class may be redeemed or re-priced,change the provisions of this Indenture relating to the application of proceeds of anyAssets to the payment of principal of or interest on Secured Notes, application ofproceeds of any distributions on the Subordinated Notes or change any place where, orthe coin or currency in which, the Subordinated Notes or the Secured Notes or theprincipal thereof or interest thereon (or distributions thereon in the case of the Subordinated Notes) is payable, or impair the right to institute suit for the enforcement ofany such payment on or after the Stated Maturity thereof (or, in the case of redemption,on or after the applicable Redemption Date);

change the percentage of the Aggregate Outstanding Amount of Holders(ii)of Notes of each Class whose consent is required under this Indenture, including for theauthorization of any such supplemental indenture, exercise of remedies under thisIndenture or for any waiver of compliance with certain provisions of this Indenture orcertain defaults hereunder or their consequences;

materially impair or materially adversely affect the Assets except as(iii)otherwise permitted in this Indenture;

except as otherwise expressly permitted by this Indenture, permit the(iv)creation of any lien ranking prior to or on a parity with the lien of this Indenture withrespect to any part of the Assets or terminate such lien on any property at any timesubject hereto or deprive the Holder of any Secured Note of the security afforded by thelien of this Indenture;

modify any of the provisions of (x) this Section 8.2, except to increase the(v)percentage of Outstanding Secured Notes or Subordinated Notes the consent of theHolders of which is required for any such action or to provide that certain otherprovisions of this Indenture cannot be modified or waived without the consent of theHolder of each Secured Note or Subordinated Note Outstanding and affected thereby or(y) Section 8.1 or Section 8.3;

modify the definitions of the terms “Outstanding,” “Class,” “Controlling(vi)Class,” “Majority” or “Supermajority”;

modify the Priority of Payments;(vii)

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other than in connection with a Base Rate Amendment, modify any of the(viii)provisions of this Indenture in such a manner as to directly affect the calculation of theamount of any payment of interest on or principal of any Secured Note, or any amountavailable for distribution to the Subordinated Notes or to affect the rights of the Holdersof Secured Notes to the benefit of any provisions for the redemption of such SecuredNotes contained herein;

amend any of the provisions of this Indenture relating to the institution of(ix)proceedings for certain events of bankruptcy, insolvency, receivership or reorganizationof the Co-Issuers;

modify the restrictions on and procedures for resales and other transfers of(x)Notes (except as set forth in Section 8.1(vi));

modify any of the provisions of this Indenture in such a manner as to(xi)impose any liability on a Holder to any third party (other than any liabilities set forth inthis Indenture on the Closing Date); or

(A) result in the Issuer becoming subject to United States federal income(xii)taxation with respect to its net income, (B) result in the Issuer being treated as beingengaged in a trade or business within the United States or (C) have a material adverseeffect on the tax treatment of the Issuer or the tax consequences to the holders of anyClass of Notes (provided that in determining whether a supplemental indenture has amaterial adverse effect with respect to a holder of any Class of Notes, any relatedrecognition of gain or loss with respect to such Notes under Section 1001 of the Codeshall be disregarded).

It shall not be necessary for any Act of Holders under this Section 8.2 to(b)approve the particular form of any proposed supplemental indenture, but it shall be sufficient ifsuch Act of Holders or consent shall approve the substance thereof, so long as the Holders havereceived a copy of the language to be included in any proposed supplemental indenture.

The Issuer shall not enter into any supplemental indenture pursuant to this(c)Section 8.2 if any Hedge Counterparty (in its reasonable judgment) would be materially andadversely affected by such supplemental indenture and notifies the Issuer and the Trustee thereofwithout the prior written consent of such Hedge Counterparty.

Execution of Supplemental Indentures. (a) In executing orSection 8.3accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee shall beentitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon,an Opinion of Counsel stating that the execution of such supplemental indenture is authorized orpermitted by this Indenture and that all conditions precedent thereto have been satisfied. TheTrustee shall join in the execution of any such supplemental indenture, and will make any furtherappropriate agreements and stipulations which may be contained in such supplemental indenture.The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which

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affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. ThePortfolio Manager shall not be bound to follow any amendment or supplement to this Indentureunless it has received written notice of such amendment or supplement and a copy of theamendment or supplement from the Issuer or the Trustee prior to the execution thereof inaccordance with the notice requirements of Section 8.1 and Section 8.2.

Not later than 15 Business Days (or, in the case of a supplemental (b)indenture (x) implementing a Refinancing, Partial Redemption by Refinancing or Re-Pricing in accordance with clause (xv) or (xxvi) of Section 8.1 or a Reset Amendment in accordance with clause (xxxii) of Section 8.1, 5 Business Days or (y) an issuance of Additional Notes pursuant to clause (viii)(B) of Section 8.1, two Business Days) prior to the execution of any proposedsupplemental indenture, the Trustee, at the expense of the Co -Issuers, shall mail to the Holdersof the Notes, the Portfolio Manager, the Collateral Administrator, any Hedge Counterparty andeach Rating Agency (so long as any Secured Notes are Outstanding) a copy of such proposedsupplemental indenture and, in the case of a proposed supplemental indenture under clauses(viii), (x), (xvi), (xviixii), (xviii), (xxi) and (xxvi) of Section 8.1 and Section 8.2 shall requestany required consent from the applicable Holders of Notes be given no later than the BusinessDay prior to the date indicated as the proposed execution date of the proposed supplementalindenture; provided that in the case of any proposed supplemental indenture pursuant to Section 8.1(viii)(B) notice of such supplemental indenture may be delivered one Business Day prior tothe execution of such proposed supplemental indenture. At the cost of the Co-Issuers, theTrustee shall provide to the Holders and the Rating Agencies a copy of the executedsupplemental indenture after its execution. Any failure of the Trustee to supply such copy shallnot, however, in any way impair or affect the validity of any such supplemental indenture.

Following delivery by the Trustee of notice of the proposed supplemental indenture pursuant to the immediately preceding paragraph, if any changes are made to such supplemental indenture other than changes of a technical nature or to correct typographical errors or to adjust formatting, then at the cost of the Co-Issuers, for so long as any Notes remain Outstanding, not later than two Business Days prior to the execution of such proposed supplemental indenture (provided that the execution of such supplemental indenture shall not in any case occur earlier than the date that is 15 Business Days (or five Business Days if in connection with a Refinancing, Partial Redemption by Refinancing, Re-Pricing or in connection with a Reset Amendment, or two Business Days if in connection with an issuance of Additional Notes) after the initial distribution of such proposed supplemental indenture), the Trustee will deliver to each Rating Agency, any Hedge Counterparty, the Portfolio Manager, the Collateral Administrator and the Holders of Notes a copy of such supplemental indenture as revised. If, prior to delivery by the Trustee of such supplemental indenture as revised, any Holder has provided its written consent to the supplemental indenture as initially distributed, such Holder shall be deemed to have consented in writing to the supplemental indenture as revised unless such Holder has provided written notice of its withdrawal of such consent to the Issuer and the Trustee not later than one Business Day prior to the execution of such supplemental indenture.

Any consent given to a proposed supplemental indenture by the Holder of(c)any Notes shall be irrevocable and binding on all future Holders or beneficial owners of thatNote, irrespective of the execution date of the supplemental indenture. If the Holders of lessthan the required percentage of the Aggregate Outstanding Amount of the relevant Notes consent

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to a proposed supplemental indenture within 15 Business Days (or five Business Days if in connection with a Refinancing, Partial Redemption by Refinancing or a Re-Pricing, or one Business Day if in connection with an issuance of Additional Notes) of the date such proposedsupplemental indenture was mailed to Holders of the Notes, on the first Business Day followingsuch period, the Trustee shall provide to the Issuer and the Portfolio Manager the identity ofHolders and/or beneficial owners of Notes who have not consented to the proposed supplementalindenture to the extent the Trustee has received from any such Holder or beneficial ownerconsent to identify such Person to the Issuer and the Portfolio Manager.

TheWith respect to any supplemental indenture that explicitly requires the (d)consent of any holders of Notes materially and adversely affected thereby, the Trustee mayconclusively rely on an Opinion of Counsel (which may be supported as to factual (includingfinancial and capital markets) matters by any relevant certificates and other documents necessaryor advisable in the judgment of counsel delivering the opinion) or an Officer’s certificate of thePortfolio Manager as to whether the interests of any Holder of Notes would be materially andadversely affected by any supplemental indenture or other modification or amendment to thisIndenture, it being expressly understood and agreed that the Trustee shall have no obligation tomake any determination as to the satisfaction of the requirements related to any supplementalindenture which may form the basis of such Opinion of Counsel; provided that for purposes ofthose items set forth in Section 8.2(a), if the Trustee receives written notice from a Majority ofthe Controlling Class that such Holders are materially and adversely affected by suchmodification or amendment to this Indenture, then the Trustee shall not be entitled to rely uponan Opinion of Counsel stating otherwise. Such determination shall be conclusive and binding onall present and future Holders. The Trustee shall not be liable for any such determination madein good faith and in reliance upon an Opinion of Counsel delivered to the Trustee as described inSection 8.3.

Notwithstanding anything to the contrary in this Indenture, no(e)determination of whether any Holder of any Class is materially and adversely affected by asupplemental indenture shall be required in connection with any Class of Secured Notes subjectto a Refinancing, a Partial Redemption by Refinancing or a Re-Pricing. In the case of a supplemental indenture to be entered into pursuant to Sections 8.1(a)(xiii) or (xv) the foregoing notice periods shall not apply and a copy of the proposed supplemental indenture shall be included in, in the case of a Re-Pricing, the notice of Re-Pricing delivered to each holder of the Re-Priced Class (with a copy to the Portfolio Manager) described under Section 9.8 and, in the case of a Refinancing, the notice of Optional Redemption given to each Rating Agency and each Holder of Notes under Section 9.4; and, upon execution of the supplemental indenture, a copy thereof shall be delivered to each Rating Agency and each Holder of Notes.

Notwithstanding anything in this Indenture to the contrary, the Issuer(f)agrees that it shall not permit to become effective any amendment or supplement to thisIndenture which would (i) increase the duties or liabilities of, reduce or eliminate any right orprivilege of (including as a result of an effect on the amount or the priority of any fees or otheramounts payable to the Portfolio Manager), or adversely change the economic consequences to,the Portfolio Manager, (ii) directly or indirectly modify the restrictions on the purchases or salesof Collateral Obligations under Article XII or the Investment Criteria, (iii) expand or restrict the

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Portfolio Manager’s discretion or (iv) adversely affect the Portfolio Manager, unless thePortfolio Manager shall have consented in advance thereto in writing.

The Collateral Administrator shall not be bound to follow any amendment(g)or supplement to this Indenture unless it has received written notice of such amendment orsupplement and a copy of the amendment or supplement from the Issuer or the Trustee prior tothe execution thereof in accordance with the notice requirements of this Indenture. The Issueragrees that it shall not permit to become effective any amendment or supplement to thisIndenture which would (i) increase the duties or liabilities of, reduce or eliminate any right orprivilege of (including as a result of an effect on the amount or priority of any fees or otheramounts payable to the Collateral Administrator), or adversely change the economicconsequences to, the Collateral Administrator, (ii) expand or restrict the CollateralAdministrator’s discretion or (iii) adversely affect the Collateral Administrator, unless theCollateral Administrator has consented in advance thereto in writing.

(h) For so long as any Notes are listed on the Irish Stock Exchange, the Issuer shall notify the Irish Stock Exchange of any material modification to this Indenture.

Effect of Supplemental Indentures. Upon the execution of anySection 8.4supplemental indenture under this Article VIII, this Indenture shall be modified in accordancetherewith, and such supplemental indenture shall form a part of this Indenture for all purposes;and every Holder of Notes theretofore and thereafter authenticated and delivered hereunder shallbe bound thereby.

Reference in Notes to Supplemental Indentures. NotesSection 8.5authenticated and delivered after the execution of any supplemental indenture pursuant to thisArticle VIII may, and if required by the Issuer shall, bear a notice in form approved by theTrustee as to any matter provided for in such supplemental indenture. If the Applicable Issuersshall so determine, new Notes, so modified as to conform in the opinion of the Co-Issuers to anysuch supplemental indenture, may be prepared and executed by the Applicable Issuers andauthenticated and delivered by the Trustee in exchange for Outstanding Notes.

ARTICLE IX

REDEMPTION OF NOTES

Mandatory Redemption. If a Coverage Test is not met on anySection 9.1Determination Date on which such Coverage Test is applicable, the Issuer shall apply availableamounts in the Payment Account on the related Payment Date to make payments as requiredpursuant to the Priority of Payments to the extent necessary to achieve compliance with suchCoverage Test.

Optional Redemption or Redemption Following a Tax Event. (a)Section 9.2The Secured Notes shall be redeemed by the Co-Issuers or the Issuer, as the case may be, inwhole but not in part, on any Business Day (i) on or after the occurrence of a Tax Event from theproceeds of the liquidation of the Assets, or (ii) on or after the end of the Non-Call Period fromthe proceeds of the liquidation of the Assets and/or from Refinancing Proceeds, in each case, at

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the written direction of (x) a Majority of the Subordinated Notes or (y) the Portfolio Manager, delivered to the Issuer, the Trustee and the Portfolio Manager not later than 30 days prior to theproposed Redemption Date (unless the Trustee and the Portfolio Manager agree to a shorternotice period). In connection with any such redemption, the Secured Notes shall be redeemed atthe applicable Redemption Price; provided that, Holders of 100% of the Aggregate OutstandingAmount of any Class of Secured Notes may elect to receive less than 100% of the RedemptionPrice that would otherwise be payable to the Holders of such Class of Secured Notes.

Upon receipt of a notice of Optional Redemption of the Secured Notes, thePortfolio Manager shall (unless the Redemption Price on all of the Secured Notes shall be paidwith Refinancing Proceeds) direct the sale of all or part of the Collateral Obligations and otherAssets in an amount sufficient such that the Disposition Proceeds from the sale of Collateral Obligations and Eligible InvestmentsAssets in accordance with the procedures set forth inSection 9.2(d) and all other funds available for such purpose in the Collection Account and thePayment Account shall be at least sufficient to pay the Redemption Price on all of the SecuredNotes and to pay all Administrative Expenses (regardless of the Administrative Expense Cap)and other fees and expenses payable under the Priority of Payments (including, withoutlimitation, any amounts due to the Hedge Counterparties) (collectively, the “Redemption Amount”). If such Disposition Proceeds, Refinancing Proceeds, if applicable, and all other fundsavailable for such purpose in the Collection Account and the Payment Account would not besufficient to redeem the Secured Notes subject to redemption and to pay such fees and expensespay the Redemption Amount, the Secured Notes may not be redeemed. The PortfolioManager, in its sole discretion, may effect the sale of all or any part of the Collateral Obligationsor other Assets through the direct sale of such Collateral Obligations or other Assets or byparticipation or other arrangement.

The Subordinated Notes may be redeemed, in whole but not in part, on anyBusiness Day on or after the date of redemption or repayment of the Secured Notes in full, at thedirection of (x) a Majority of the Subordinated Notes or (y) the Portfolio Manager.

In connection with any Optional Redemption, at the written direction of(b)(x) a Majority of the Subordinated Notes or (y) the Portfolio Manager to the Co-Issuers (with acopy to the Trustee), the Applicable Issuers, with the consent of the Portfolio Manager, mayenter into a loan or loans or effect an issuance of replacement securities (“Refinancing Replacement Obligations”), the terms of which loan or issuance shall be negotiated by thePortfolio Manager on behalf of the Issuer, from one or more financial institutions or purchasers(a refinancing provided pursuant to such loan or issuance, a “Refinancing”) and the RefinancingProceeds thereof will be applied to pay the Redemption Price of the Secured Notes on theRedemption Date; provided that (i) the agreements relating to the Refinancing contain limitedrecourse and non-petition provisions equivalent (mutatis mutandis) to those contained inSections 2.8(i) and 5.4(d), (ii) the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to a Majority of the SubordinatedNotes and the Portfolio Manager, (iii) (A) if the RR Condition is satisfied, neither the Issuer norany Sponsor“sponsor” of the Issuer shall fail to be in compliance with the Risk Retention Rulesas a result of such Refinancing and (B) unless it otherwise consents to do so, none of thePortfolio Manager, any Affiliate of the Portfolio Manager or any Sponsor“sponsor” of the Issuershall be required to acquire any obligations of the Issuer issued in such Refinancing and (iv) such

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Refinancing otherwise satisfies the conditions described in Section 9.2(d). In connection with any such Optional Redemption from Refinancing Proceeds, a Majority of the Subordinated Notes with the written consent of the Portfolio Manager (exercised in its sole discretion) may direct that the end of the Non-Call Period for all Classes of Notes (and all classes of Refinancing Replacement Obligations) be extended to a date after the related Redemption Date.

In connection with an Optional Redemption from Refinancing Proceeds pursuant to which all Classes of Secured Notes are being refinanced, the Portfolio Manager may, with the consent of a Majority of the Subordinated Notes but without the consent of any other person, including any other Holder, designate Principal Proceeds as Interest Proceeds for payment on the Redemption Date (the “Redemption Date Designated Principal Proceeds”) so long as, after giving effect to such designation, (x) the aggregate amount of Redemption Date Designated Principal Proceeds and Designated Principal Proceeds would not exceed the product of [1.0]% and the Aggregate Ramp-Up Par Amount and (y) the Adjusted Collateral Principal Amount would remain greater than the Aggregate Ramp-Up Par Amount. Notice of any such designation will be provided to the Trustee (with copies to the Rating Agencies) on or before the third Business Day prior to the related Redemption Date.

The Holders of the Subordinated Notes shall not have any cause of action againstany of the Co-Issuers, the Portfolio Manager or the Trustee for any failure to obtain aRefinancing. In the event that a Refinancing is obtained meeting the requirements specifiedabove as certified by the Portfolio Manager, the Co-Issuers and the Trustee (as directed by theIssuer) shall amend this Indenture pursuant to Article VIII to the extent necessary to reflect theterms of the Refinancing and no further consent for such amendments shall be required from theHolders of Notes, other than the Majority of the Subordinated Notes directing the redemption.

Notwithstanding anything to the contrary set forth herein, the Issuer shall(c)not sell any Collateral Obligations or obtain Refinancing in connection with an OptionalRedemption unless (i) the Refinancing Proceeds, all Disposition Proceeds from the sale ofCollateral Obligations and Eligible Investments in accordance with the procedures set forth inSection 9.2(d) and all other available funds in the Accounts (including amounts on deposit in theContribution Account and Supplemental Reserve Account) shall be at least sufficient to redeemsimultaneously the Secured Notes, in whole but not in part, and to pay the other amountsincluded in the aggregate Redemption Price and all accrued and unpaid Administrative Expenses(regardless of the Administrative Expense Cap), including the reasonable fees, costs, charges andexpenses incurred by the Trustee and the Collateral Administrator (including reasonableattorneys’ fees and expenses) in connection with such Refinancing and (ii) the DispositionProceeds, Refinancing Proceeds and other available funds are used to the extent necessary tomake such redemption.

Notwithstanding anything to the contrary set forth herein, the Secured(d)Notes shall not be redeemed pursuant to an Optional Redemption unless (i) in the case of anyOptional Redemption which is funded, in whole or in part, from Disposition Proceeds from thesale of Collateral Obligations and other Assets, at least five Business Days before the scheduledRedemption Date the Portfolio Manager shall have furnished to the Trustee evidence that thePortfolio Manager on behalf of the Issuer has entered into a binding agreement or agreementswith a financial or other institution or institutions whose short-term unsecured debt obligations

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(other than such obligations whose rating is based on the credit of a person other than such institution) are rated (or whose obligations are supported by a financial or other institution whose short-term unsecured debt obligations are rated) at least “A-1+” by S&P and at least “P-1” by Moody’s as of the date of trade to purchase (directly or by participation or other arrangement),not later than the Business Day immediately preceding the scheduled Redemption Date inimmediately available funds, all or part of the Collateral Obligations and/or the HedgeAgreements and other Assets at a purchase price at least equal to an amount sufficient, together with the Eligible Investments maturing, redeemable (or putable to the issuer thereof at par) on or prior to the scheduled Redemption Date, any payments to be received in respect of the Hedge Agreements, any Refinancing Proceeds and all other available funds in the Accounts, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and other fees and expenses payable in accordance with the Priority of Payments and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Pricethe Redemption Amount, or (ii) prior to entering into any Refinancing or selling any Collateral Obligationsand/or Eligible Investments, the Portfolio Manager shall certify to the Trustee in an Officer’scertificate upon which the Trustee can conclusively rely that, in its judgment, the aggregate sumof (A) any expected proceeds from Hedge Agreements and the sale of Eligible Investments, (B)any Refinancing Proceeds and, (C) forthe sum of the Market Value of each CollateralObligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the Outstanding Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and other fees and expenses payable under the Priority of Payments other than, in the case of a Refinancing, Administrative Expenses and other fees and expenses paid with the and (D) all other amounts available for such use (including proceeds of aContribution or amounts on deposit in the Supplemental Reserve Account) will exceed the Redemption Amount. Any certification delivered by the Portfolio Manager pursuant to thisSection 9.2(d) shall include (1) the prices of, and expected proceeds from, the sale (directly or byparticipation or other arrangement) of any Collateral Obligations, Eligible Investments and/orHedge Agreements and (2) all calculations required by this Section 9.2(d).

Partial Redemption by Refinancing.Section 9.3

Upon written direction of (x) a Majority of the Subordinated Notes (with the consent of the Portfolio Manager) or (y) the Portfolio Manager delivered to the Issuer, theTrustee and the Portfolio Manager not later than 30 days prior to the proposed Redemption Date (unless the Trustee and the Portfolio Manager agree to a shorter notice period), the Issuer shallredeem one or more Classes of Secured Notes on any Business Day on or after the end of theNon-Call Period, in whole but not in part with respect to each such Class to be redeemed, fromRefinancing Proceeds (any such redemption, a “Partial Redemption by Refinancing”); providedthat the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to a Majority of the Subordinated Notes and to thePortfolio Manager and such Refinancing otherwise satisfies the conditions described below. Inconnection with a Partial Redemption by Refinancing, (x) a Majority of the Subordinated Notesmay, with the written consent of the Portfolio Manager (exercised in its sole discretion) or (y) the Portfolio Manager, direct that the end of the Non-Call Period for all Classes of Notes (and allclasses of obligations providing the Refinancing Replacement Obligations) be extended to a dateafter the related Redemption Date.

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The Issuer shall obtain Refinancing in connection with a Partial Redemption byRefinancing only if (i) the spread over LIBOR of the refinancing: (i) any obligations providing the Refinancing (including any Refinancing Replacement Obligations) is lowerwill have a spread over LIBOR not greater than the spread over LIBOR of the Class of Secured Notes being refinanced; provided that (A) such spread may be greater in the case of a refinancing of more than one Class of Secured Notes if the weighted average (based on the aggregate principal amount of each Class of Secured Notes subject to Refinancing) of the spread over LIBOR of the obligations providing the Refinancing is less than the weighted average (based on the aggregate principal amount of each such Class) of the spread over LIBOR of all Classes of Secured Notes subject to such Refinancing and (B) any Class of Secured Notes may be subject to Refinancing using obligations that bear interest at a fixed rate of interest if such fixed rate is less than thespread over LIBOR with respect to each Class of Secured Notes being refinanced,of such Class plus LIBOR as of the most recent Interest Determination Date; (ii) on the day of suchRefinancing, the sum of (A) the Refinancing Proceeds, (B) Partial Redemption Interest Proceeds,so long as, after giving effect to such payment, there is expected to be sufficient InterestProceeds available on the succeeding Payment Date to pay in full all amounts required to be paidpursuant to Section 11.1(a)(i) prior to distributions to the Subordinated Notes, (C) any amountson deposit in, or to be deposited into, the Contribution Account and (D) any amounts on depositin, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees,costs, charges and expenses incurred in connection with such Refinancing, will be at leastsufficient to pay the sum of the Redemption Prices (provided that, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes) with respect to the Class(es) of Secured Notes to be redeemed plus anyreasonable fees, costs, charges and expenses incurred in connection with such Refinancing (including those of the Trustee (regardless of the Administrative Expense Cap)),; (iii) theRefinancing Proceeds are used to make such redemption,; (iv) the agreements relating to theRefinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis)to those contained in SectionSections 2.8(ih) and Section 5.4(d),; (v) notice is provided to S&Pand Moody’s,; (vi) any new obligations created pursuant to the Partial Redemption byRefinancing (including any Refinancing Replacement Obligations) must have the same or longerMaturity as the Secured Notes Outstanding priorsubject to such Refinancing,; (vii) the aggregateprincipal amount of any obligations providing the Refinancing (including any RefinancingReplacement Obligations) is equal to the Aggregate Outstanding Amount of the Secured Notesbeing redeemed with the proceeds of such obligations, (viii) (A); (viii) (A) the obligations providing the Refinancing are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced and (B) the voting rights, consent rights, redemption rights and all other rights of the obligations providing the Refinancing are the same as the rights of the corresponding Class of Secured Notes being refinanced; (ix)(A) if the RR Condition is satisfied, neither the Issuer nor anySponsor“sponsor” of the Issuer shall fail to be in compliance with the Risk Retention Rules as aresult of such Refinancing and (B) unless it otherwise consents to do so, none of the PortfolioManager, any Affiliate of the Portfolio Manager or any Sponsor“sponsor” of the Issuer shall berequired to acquire any obligations of the Issuer issued in such Refinancing, and (ixx) suchRefinancing is only effected with Refinancing Proceeds, and not Disposition Proceeds.

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Refinancing Proceeds and Partial Redemption Interest Proceeds will notconstitute Interest Proceeds or Principal Proceeds but will be applied directly on the relatedRedemption Date pursuant to this Indenture to redeem the Secured Notes being refinancedwithout regard to the Priority of Payments; provided, that to the extent that any RefinancingProceeds are not applied to redeem the Secured Notes being refinanced or to pay expenses inconnection with the Refinancing, such Refinancing Proceeds will be treated as PrincipalProceeds.

Redemption Procedures. (a) In the event of (x) an OptionalSection 9.4Redemption or a Partial Redemption by Refinancing, the written direction of the Holders of aMajority of the Subordinated Notes required as set forth herein shall be provided to the Issuer,the Trustee and the Portfolio Manager not later than 30 days prior to the Business Day (or suchshorter time period agreed to by the Issuer, the Trustee and the Portfolio Manager) on whichsuch redemption is to be made (which date shall be designated in such notice) and (y) a Regulatory Refinancing, the written direction of the Portfolio Manager required as set forth herein shall be provided to the Issuer and the Trustee not later than 15 Business Days prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice) and, in each case, and a notice of redemption shall be given by the Trustee by first class mail, postage prepaid, mailed not later than ten Business Days prior to the applicableRedemption Date or Regulatory Refinancing Date, as applicable, to each Holder of Notes to beredeemed, at such Holder’s address in the Register and each Rating Agency. In addition, for so long as any Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Optional Redemption to the Holders of such Notes shall also be sent to the Irish Stock Exchange by the Issuer.

All notices of redemption delivered pursuant to Section 9.4(a) shall state:(b)

the applicable Redemption Date or Regulatory Refinancing Date, as (i)applicable;

the Specified Percentage, as applicable;(ii)

the Redemption Price or Regulatory Refinancing Redemption Price, as (iii)applicable, of the Notes to be redeemed;

in the case of an Optional Redemption, that all of the Secured Notes are to(iv)be redeemed in full and that interest on such Secured Notes shall cease to accrue on thePaymentRedemption Date specified in the notice;

in the case of a Partial Redemption by Refinancing, the Classes of Secured(v)Notes to be redeemed in full and that interest on such Secured Notes shall cease to accrueon the PaymentRedemption Date specified in the notice;

in the case of a Regulatory Refinancing, that the Specified Percentage, as (vi)applicable, of the Notes of the relevant Class are being paid in full and that interest on such Notes shall cease to accrue on the date specified in the notice;

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the place or places where Notes are to be surrendered for payment of the(vii)Redemption Price or Regulatory Refinancing Redemption Date, which shall be at theCorporate Trust Office or the office or agency of the Co-Issuers to be maintained asprovided in Section 7.2; and

in the case of an Optional Redemption, whether the Subordinated Notes(viii)are to be redeemed in full on such Redemption Date and, if so, the place or places wherethe Subordinated Notes are to be surrendered for payment of the Redemption Price,which shall be at the Corporate Trust Office or the office or agency of the Co-Issuers tobe maintained as provided in Section 7.2 for purposes of surrender.

The Applicable Issuers shall have the option to withdraw any such notice of redemption relating to a proposed Optional Redemption up to and including the day on which the Portfolio Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.2(d). Any withdrawal of such notice of Optional Redemption shall be made by written notice to the Trustee and the Portfolio Manager and shall be made by the Applicable Issuers only if the Portfolio Manager shall be unable to deliver the sale agreement or agreements or certifications described in Section 9.2(d) and Section 12.1(e) to the Trustee.

The Co-Issuers shall have the option to withdraw any such notice of redemption relating to a proposed Partial Redemption by Refinancing up to and including the day that isfivetwo Business Days prior to the proposed Redemption Date in the event the conditions applicable to a Partial Redemption by Refinancing set forth herein are not satisfiedby written notice to the Trustee and the Portfolio Manager. If the Issuer so withdraws any notice of redemption or is otherwise unable to complete redemption of the Notes, the Disposition Proceeds received from the sale of any Collateral Obligations and other Assets sold in contemplation of such redemption may during the Reinvestment Period at the Portfolio Manager’s sole discretion be reinvested in accordance with the Investment Criteria described herein.

In addition, (i) a Majority of the Subordinated Notes shall have the option towithdraw any such notice of Optional Redemption or Partial Redemption by Refinancing up toand including the day that is sixthree Business Days prior to such Redemption Date and (ii) thePortfolio Manager will have the option to withdraw any such notice of Optional Redemption orPartial Redemption by Refinancing up to and including two Business Days prior to suchRedemption Date.

If the Co-Issuers so withdraw any notice of redemption or are otherwise unable tocomplete any redemption of the Notes, the Disposition Proceeds received from the sale of anyCollateral Obligations and other Assets sold pursuant to Section 9.2 may, during theReinvestment Period at the Portfolio Manager’s sole discretion, be reinvested in accordance withthe Investment Criteria. For the avoidance of doubt, the failure to effect an Optional Redemption or Partial Redemption by Refinancing will not constitute an Event of Default.

Notice of redemption shall be given by the Co-Issuers or, upon an Issuer Order,by the Trustee in the name and at the expense of the Co-Issuers. Failure to give notice of

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redemption, or any defect therein, to any Holder of any Note selected for redemption shall notimpair or affect the validity of the redemption of any other Notes.

In the event that a scheduled redemption of the Secured Notes fails to occur and (A) such failure is due solely to a delayed or failed settlement of any asset sale by the Issuer (or the Portfolio Manager on the Issuer’s behalf), (B) the Issuer (or the Portfolio Manager on the Issuer’s behalf) had entered into a binding agreement for the sale of such asset prior to the scheduled redemption date, (C) such delayed or failed settlement is due solely to circumstances beyond the control of the Issuer and the Portfolio Manager and (D) the Issuer (or the Portfolio Manager on the Issuer’s behalf) has used commercially reasonable efforts to cause such settlement to occur prior to such scheduled redemption date (a “Redemption Settlement Delay”), then, upon notice from the Issuer to the Trustee and the Collateral Administrator confirming the satisfaction of the conditions in (A) through (D) above and certifying that sufficient funds are now available to complete such redemption and directing the Trustee to proceed with such redemption, such Secured Notes may be redeemed using such funds on any Business Day selected by the Issuer upon at least two Business Days’ notice to the Trustee provided such redemption date occurs prior to the first Payment Date after the original scheduled redemption date and not less than two Business Days after the original scheduled redemption date. Interest on the Notes will accrue to but excluding such new Redemption Date. If such redemption does not occur within 10 Business Days after the original scheduled redemption date, such redemption will be cancelled without further action. The Issuer shall provide notice of any Redemption Settlement Delay to Moody’s.

A Redemption Settlement Delay or the failure to effect a redemption (including a Refinancing) on a scheduled redemption date for any reason will not be an Event of Default.

Notes Payable on Redemption Date. (a) Notice of redemptionSection 9.5pursuant to Section 9.4 having been given as aforesaid, the Notes to be redeemed shall, on theRedemption Date, subject to Section 9.2(d) in the case of an Optional Redemption and theCo-Issuers’ right to withdraw any notice of redemption pursuant to Section 9.4(b), become dueand payable at the Redemption Price therein specified, and from and after the Redemption Date(unless the Issuer shall default in the payment of the Redemption Price and accrued interest) allsuch Secured Notes shall cease to bear interest on the Redemption Date. Upon final payment ona Note to be so redeemed, the Holder shall present and surrender such Note at the place specifiedin the notice of redemption on or prior to such Redemption Date; provided, however, that if thereis delivered to the Co-Issuers and the Trustee such security or indemnity as may be required byany of them to save such party harmless and an undertaking thereafter to surrender such Note,then, in the absence of notice to the Co-Issuers or the Trustee that the applicable Note has beenacquired by a Protected Purchaser, such final payment shall be made without presentation orsurrender. Payments of interest on Secured Notes so to be redeemed whose Stated Maturity ison or prior to the Redemption Date shall be payable to the Holders of such Secured Notes, or oneor more predecessor Notes, registered as such at the close of business on the relevant RecordDate according to the terms and provisions of Section 2.8(e).

If any Secured Note called for redemption shall not be paid upon(b)surrender thereof for redemption, the principal thereof shall, until paid, bear interest from theRedemption Date at the applicable Note Interest Rate for each successive Interest Accrual Period

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the Secured Note remains Outstanding; provided that the reason for such non-payment is not thefault of such Noteholder.

Special Redemption. Principal payments on the Secured NotesSection 9.6shall be made in part in accordance with the Priority of Payments on any Payment Date (i)during the Reinvestment Period, if the Portfolio Manager at its sole discretion notifies theTrustee (who will forward such notice to the Holders) at least five Business Days prior to theapplicable Special Redemption Date that it has been unable, for a period of at least 30consecutive Business Days, to identify additional Collateral Obligations that are deemedappropriate by the Portfolio Manager in its sole discretion and which would meet the criteria forreinvestment described in Section 12.2 in sufficient amounts to permit the investment orreinvestment of all or a portion of the funds then in the Collection Account that are to beinvested in additional Collateral Obligations (a “Reinvestment Special Redemption”) or (ii) afterthe Ramp-Up Period if the Portfolio Manager notifies the Trustee at least 10 Business Days priorto the Special Redemption Date that a redemption is required pursuant to Section 7.17 in order toobtain from each Rating Agency a confirmation of its Initial Ratings of each applicable Class ofthe Secured Notes (or, to the extent a Moody’s Effective Date Deemed Rating Confirmation hasoccurred, written confirmation from S&P of its Initial Ratings of the Secured Notes) (an“Effective Date Special Redemption” and each of an Effective Date Special Redemption and aReinvestment Special Redemption, a “Special Redemption”).

With respect to an Effective Date Special Redemption, on each SpecialRedemption Date, the amount in the Principal Collection Account representing Interest Proceedsand Principal Proceeds available in accordance with the Priority of Payments on each PaymentDate until the Issuer obtains confirmation from each Rating Agency of its Initial Ratings of theSecured Notes shall be applied in accordance with the Priority of Payments under Section 11.1(a)(ii).

With respect to a Reinvestment Special Redemption, on the Special RedemptionDate, the amount in the Principal Collection Account representing Principal Proceeds which thePortfolio Manager has determined (with notice to the Trustee and the Collateral Administrator)cannot be reinvested in additional Collateral Obligations (such amount, a “Special Redemption Amount”), shall be applied in accordance with the Priority of Payments under Section 11.1(a)(ii).

Notice of payments pursuant to this Section 9.6 shall be given by the Trusteeeither by first class mail, postage prepaid, mailed as soon as reasonably practicable, but in anycase not less than three Business Days prior to the applicable Special Redemption Date(provided that such notice shall not be required in connection with a Special Redemption if theSpecial Redemption Amount is not known on or prior to such date) to each Holder of SecuredNotes affected thereby at such Holder’s address in the Register and to both Rating Agencies orby facsimile or via email transmission to such parties. In addition, for so long as any Notes are listed on the Irish Stock Exchange and so long as the guidelines of such exchange so require, notice of Special Redemption to the Holders of such Notes shall also be sent to the Irish Stock Exchange by the Issuer.

Clean-Up Call Redemption.Section 9.7

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The Notes are redeemable at the option of the Co-Issuers acting at the(a)direction of the Portfolio Manager (which direction shall be given so as to be received by theIssuer and the Trustee not later than 12 Business Days prior to the proposed Clean-Up CallRedemption Date), in whole but not in part (a “Clean-Up Call Redemption”), at the applicableRedemption Price, on any Payment Date selected by the Portfolio Manager (the date of any suchredemption, the “Clean-Up Call Redemption Date”) that occurs on or after the Business Day onwhich the Aggregate Principal Balance of the Collateral Obligations and Eligible Investments isless than or equal to 15% of the Aggregate Ramp-Up Par Amount. In such event a notice ofredemption shall be given by first class mail, postage prepaid, mailed not later than 10 BusinessDays prior to the applicable Clean-Up Call Redemption Date, to each Holder of Notes and toeach Rating Agency.

To effect a Clean-Up Call Redemption, the Portfolio Manager will direct(b)the sale of Collateral Obligations. No Clean-Up Call Redemption will occur unless (A) at least10 Business Days before the scheduled Clean-Up Call Redemption Date (or such later date asthe Trustee may find reasonably acceptable), the Portfolio Manager has certified to the Trusteethat the Portfolio Manager on behalf of the Issuer has entered into one or more agreements tosell, not later than two Business Days prior to the scheduled Clean-Up Call Redemption Date, allor part of the Assets at a sale price in immediately available funds at least equal to an amountsufficient, together with all other funds expected to be available on such Clean-Up CallRedemption Date, to pay the sum of (x) the Redemption Prices of the Secured Notes and (y) allAdministrative Expenses (including amounts reserved to meet any post-redemption fees andexpenses) and other fees and expenses payable under the Priority of Payments (without regard tothe caps set forth therein) including, without limitation, any accrued, payable and unpaidManagement Fees and any amounts due to the Hedge Counterparties; or (B) at least 10 BusinessDays prior to selling any Assets, the Portfolio Manager has certified to the Trustee that theaggregate sum of expected (x) termination payments with respect to Hedge Agreements, (y)Disposition Proceeds from the sale of Eligible Investments and (z) Disposition Proceeds for eachCollateral Obligation, calculated as the product of its Principal Balance and its Market Value(expressed as a percentage of its Principal Balance), shall equal or exceed the sum of (1) the Redemption Prices of the Secured Notes and (2) all Administrative Expenses (including amounts reserved to meet any post-redemption fees and expenses) and other fees and expenses payable under the Priority of Payments (without regard to the caps set forth therein) including, without limitation, any accrued, payable and unpaid Management Fees and any amounts due to the Hedge CounterpartiesRedemption Amount.

Notice of a Clean-Up Call Redemption will be given to the Holders and(c)each Rating Agency pursuant to Section 9.7(a) above; however, failure to give such notice to anyHolder or any defect in the notice will not impair or affect the validity of the redemption of anyother Notes. Certificated Secured Notes and Certificated Subordinated Notes must besurrendered (at the place specified in the notice of Clean-Up Call Redemption) prior to paymentof the applicable Redemption Price.

Any notice of Clean-Up Call Redemption may be withdrawn by the Issuer(d)(or the Portfolio Manager on its behalf) up to the second Business Day prior to the scheduledClean-Up Call Redemption Date by written notice to the Trustee, the Rating Agencies and (if

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applicable) the Portfolio Manager only if amounts equal to the Redemption Price (includingfunds in the accounts available to pay the Redemption Price) are not received in full inimmediately available funds by the second Business Day immediately preceding the Clean-UpCall Redemption Date. Notice of any such withdrawal of a notice of Clean-Up Call Redemptionshall be given by the Trustee at the expense of the Issuer to each Holder of Notes not later thanthe Business Day prior to the scheduled Clean-Up Call Redemption Date. If the Clean-Up CallRedemption is cancelled, the Portfolio Manager may, in its discretion, invest all or a portion ofthe liquidation proceeds in accordance with the Investment Criteria; provided that if the PortfolioManager is unable to enter into trades to reinvest such proceeds during or after the ReinvestmentPeriod, such liquidation proceeds will be considered Principal Proceeds and transferred to thePrincipal Collection Account for distribution on the next Payment Date. The Issuer shall also arrange for notice of such cancellation to be published on the Irish Stock Exchange so long as any Notes are listed thereon and so long as the guidelines of such exchange so require.

Subject to satisfaction of the foregoing conditions, the Notes to be(e)redeemed shall, on the Clean-Up Call Redemption Date, become due and payable at theRedemption Price therein specified in accordance with the Note Payment Sequence, and fromand after the Clean-Up Call Redemption Date (unless the Issuer shall default in the payment ofthe Redemption Price and accrued interest) all the Secured Notes shall cease to bear interest onthe Clean-Up Call Redemption Date. All amounts payable other than in respect of the redeemedNotes under the Priority of Payments shall cease to accrue as of the Clean-Up Call RedemptionDate and shall be payable on such Clean-Up Call Redemption Date pursuant to the Priority ofPayments as if such date were a Payment Date; provided that the Management Fees that wouldotherwise have become payable on the next succeeding Payment Date had the Notes not beenredeemed prior to such Payment Date shall be payable on the Clean-Up Call Redemption Date.

If any Note called for redemption pursuant to a Clean-Up Call(f)Redemption shall not be paid when it becomes due and payable, the principal thereof shall, untilpaid, bear interest from the Clean-Up Call Redemption Date at the applicable Note Interest Ratefor each successive Interest Accrual Period such Note remains Outstanding; provided that thereason for such non-payment is not the fault of the Holder of such Note.

Re-Pricing.Section 9.8

On any Business Day on or after the end of the Non-Call Period, at the(a)written direction of the Holders of at least(x) a Majority of the Subordinated Notes with the written consent of the Portfolio Manager or (y) the Portfolio Manager, the Issuer shall reduce thespread over LIBOR applicable with respect to any Class of Floating Rate Notes other than the Class A-1Re-Pricing Eligible Notes (such reduction with respect to any Class of Notes other than the Class A-1Re-Pricing Eligible Notes, a “Re-Pricing” and any Class of SecuredRe-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shallnot effect any Re-Pricing unless each condition specified in this Section 9.8 is satisfied withrespect thereto; provided, further that if. Notice of any Re--Pricing is effected, the Trustee shall notifywill be provided to each Rating Agency of such Re-Pricing. . In connection with anyRe-Pricing, the Issuer shall engage a broker-dealer (the “Re-Pricing Intermediary”) upon therecommendation of the Portfolio Manager and subject to the approval of a Holders of at least a

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Majority of the Subordinated Notes and such Re-Pricing Intermediary shall assist the Issuer ineffecting the Re-Pricing. The Class A-1 Notes shall not be subject to a Re-Pricing.

At least 20 Business Days prior to the Business Day fixed by Holders of at(b)least a Majority of the Subordinated Notes for any proposed Re-Pricing (the “Re-Pricing Date”),the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver a notice in writing(with a copy to the Portfolio Manager, the Trustee and each Rating Agency) to each Holder ofthe proposed Re-Priced Class (“Re-Pricing Notice”), which notice shall:

specify the proposed Re-Pricing Date and the revised spread over LIBOR(i)to be applied with respect to such Class, and

request each Holder of the Re-Priced Class approve the proposed Re-(ii)Pricing.

Failure to give a notice of Re-Pricing to any Holder of any Re-Priced Class, anyfailure of a beneficial owners to receive such notice, or any defect with respect to such notice,shall not impair or affect the validity of the Re-Pricing or give rise to any claim based upon suchfailure or defect. Any notice of a Re-Pricing may be withdrawn by a Majority of theSubordinated Notes on or prior to the fifth Business Day prior to the scheduled Re-Pricing Dateby written notice to the Issuer, the Trustee and the Portfolio Manager for any reason. Uponreceipt of such notice of withdrawal, the Trustee shall transmit such notice to the Holders ofNotes and each Rating Agency. Notwithstanding anything contained herein to the contrary,failure to effect a Re-Pricing, whether or not notice of such Re-Pricing has been withdrawn, willnot constitute an Event of Default.

In the event that any Holders of the Re-Priced Class do not deliver written(c)consent to the proposed Re-Pricing on or before the date that is 10 Business Days prior to theproposed Re-Pricing Date, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer,shall deliver written notice thereof (the “Issuer’s Purchase Request”) to the consenting holders ofthe Re-Priced Class specifying the Aggregate Outstanding Amount of the Notes of the Re-PricedClass held by non-consenting holders (the “Non-Consenting Holders”) and request each suchconsenting holder provide written notice to the Issuer, the Trustee, the Portfolio Manager and theRe-Pricing Intermediary if such holder would like to purchase all or any portion of the Notes ofthe Re-Priced Class held by Non-Consenting Holders (each such notice, a “Holder’s Exercise Notice”) or the Re-Pricing Replacement Notes to be issued to fund a redemption of such Notes (a “Re-Pricing Redemption”) within five Business Days after receipt of the Issuer’s PurchaseRequest at the Redemption Price thereof. In the event the Issuer shall receive Holder’s ExerciseNotices with respect to more than the Aggregate Outstanding Amount of the Notes of theRe-Priced Class held by Non-Consenting Holders, the Issuer, or the Re-Pricing Intermediary onbehalf of the Issuer, shall cause the sale and transfer of such Notes or redeem such Notes with Re-Pricing Proceeds, without further notice to the Non-Consenting Holders thereof, on theRe-Pricing Date to the holders delivering Holder’s Exercise Notices with respect thereto, prorata (subject to the applicable minimum denomination requirements and DTC procedures) basedon the Aggregate Outstanding Amount of the Notes such holders indicated an interest inpurchasing pursuant to their Holder’s Exercise Notices. In the event the Issuer shall receiveHolder’s Exercise Notices with respect to less than the Aggregate Outstanding Amount of the

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Notes of the Re-Priced Class held by Non-Consenting Holders, the Issuer, or the Re-PricingIntermediary on behalf of the Issuer, shall cause the sale and transfer of such Notes or the redemption of such Notes with Re-Pricing Proceeds, without further notice to theNon-Consenting Holders thereof, on the Re-Pricing Date to the holders delivering Holder’sExercise Notices with respect thereto, and any excess Notes of the Re-Priced Class held byNon-Consenting Holders shall be sold to a transferee designated by the Re-Pricing Intermediaryon behalf of the Issuer or redeemed with Re-Pricing Proceeds.

All sales of Notes to be effected pursuant to this Section 9.8 will be made at theRedemption Price with respect to such Notes, and will be effected only if the related Re-Pricingis effected in accordance with the provisions of this Indenture. The holder of each Secured Note,by its acceptance of an interest in the Notes, agrees to sell and transfer its Notes in accordancewith the requirements of this Indenture and agrees to cooperate with the Issuer, the Re-PricingIntermediary and the Trustee to effect such sales and transfers and acknowledges that, at the option of the Issuer, such notes may be redeemed if it does not consent to a Re-Pricing. TheIssuer, or the Re-Pricing Intermediary on behalf of the Issuer, will deliver written notice to theTrustee and the Portfolio Manager not later than 10three Business Days prior to the proposedRe-Pricing Date confirming that the Issuer has received written commitments to purchase allNotes of the Re-Priced Class held by Non-Consenting Holders.

The Issuer shall not effect any proposed Re-Pricing unless: (i) the(d)Co-Issuers and the Trustee shall have entered into a supplemental indenture dated as of theRe-Pricing Date to modify the spread over LIBOR applicable to the Re-Priced Class; (ii) theRe-Pricing Intermediary confirms in writing that all Notes of the Re-Priced Class held byNon-Consenting Holders have been sold and transferred or will be redeemed in a Re-Pricing Redemption on the same day and pursuant to Section 9.8(c); (iii) each Rating Agency shall havebeen notified of such Re-Pricing; (iv) (A) if the RR Condition is satisfied, neither the Issuer norany Sponsor“sponsor” of the Issuer shall fail to be in compliance with the Risk Retention Rulesas a result of such Re--Pricing and (B) unless it otherwise consents to do so, none of thePortfolio Manager, any Affiliate of the Portfolio Manager or any Sponsor“sponsor” of the Issuershall be required to acquire any obligations of the Issuer issued in such Re--Pricing; and (v) allexpenses of the Issuer and the Trustee (including the fees of the Re-Pricing Intermediary andfees of counsel) incurred in connection with the Re-Pricing shall not exceed [the amount ofInterest Proceeds available after taking into account all amounts required to be paid pursuant toclauses (A) through (WU) of Section 11.1(a)(i)] on the immediately succeeding Payment Date,unless such expenses shall have been paid or shall be adequately provided for using the proceedsof a Contribution or amounts on deposit in the Supplemental Reserve Account or by an entityother than the Issuer. If the Trustee receives written notice from the Issuer that a proposedRe-Pricing is not effected by the proposed Re-Pricing Date, the Trustee shall post notice to theTrustee’s Website and notify each Rating Agency and the Holders of the Re-Priced Class thatsuch proposed Re-Pricing was not effected. The Trustee shall be entitled to receive and mayrequest and rely upon an Issuer Order from the Issuer (or the Portfolio Manager on behalf of theIssuer) providing directions and additional information necessary to effect a Re-Pricing.

Issuer Purchases of Secured Notes.Section 9.9

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Notwithstanding anything to the contrary in this Indenture, the Issuer mayconduct purchases of the Secured Notes, in whole or in part, in accordance with, and subject to,the terms and conditions set forth below. Notwithstanding Section 10.2 (or any terms therein tothe contrary), amounts in the Principal Collection Account may be disbursed for purchases ofSecured Notes in accordance with this Section 9.9. Upon written instruction by the Issuer, theTrustee shall cancel, as described under Section 2.10 any such purchased Secured Notessurrendered to it for cancellation or, in the case of any Global Notes, the Trustee shall decreasethe Aggregate Outstanding Amount of such Global Notes in its records by the full par amount ofthe purchased Secured Notes, and instruct DTC or its nominee, as the case may be, to conformits records. The cancellation (and/or decrease, as applicable) of any such surrendered Notesshall be taken into account for purposes of all relevant calculations thereafter made pursuant tothe terms of this Indenture.

No purchases of the Secured Notes by the Issuer may occur unless each of thefollowing conditions is satisfied:

(i) such purchases of Secured Notes shall occur in the following sequential(a)order of priority: first, beginning with the Class A-1 Notes, until the Class A-1 Notes are retired in full; second, the Class A-2 Notes, until the Class A-2 Notes are retired in full; third, the Class B Notes, until the Class B Notes are retired in full; fourth, the Class C Notes, until the Class C Notes are retired in full; fifth, the Class D Notes, until the Class D Notes are retired in full; and sixth, the-1 Notes, and no Class E Notes, until the Class E Notes are retired in fullof Secured Notes may be repurchased if a Priority Class is Outstanding;

(1) each such purchase of Secured Notes of any Class shall be made(ii)pursuant to an offer made to all Holders and beneficial owners of the Secured Notes ofsuch Class, by notice to such Holders and beneficial owners, which notice shall specifythe purchase price (as a percentage of par) at which such purchase will be effected, themaximum amount of Principal Proceeds that will be used to effect such purchase and thelength of the period during which such offer will be open for acceptance, (2) each suchHolder or beneficial owner of a Secured Note shall have the right, but not the obligation,to accept such offer in accordance with its terms and (3) if the Aggregate OutstandingAmount of Notes of the relevant Class held by Holders or beneficial owners who acceptsuch offer exceeds the amount of Principal Proceeds specified in such offer, a portion ofthe Notes of each accepting Holder and beneficial owner shall be purchased pro ratabased on the respective principal amount held by each such Holder or beneficial owner;

each such purchase shall be effected only at prices discounted from par;(iii)

each such purchase of Secured Notes shall occur during the Reinvestment(iv)Period and shall be effected with Principal Proceeds;

each Coverage Test will be (x) satisfied immediately prior to and after(v)giving effect to such purchase andor (y) if not satisfied, maintained or improved aftergiving effect to such purchase;

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to the extent that Disposition Proceeds are used to consummate any such(vi)purchase, either (I) each requirement or test, as the case may be, of the ConcentrationLimitations and the Collateral Quality Tests (except the S&P CDO Monitor Test) will besatisfied after giving effect to such purchase or (II) if any such requirement or test wasnot satisfied immediately prior to the sale of the Collateral Obligations giving rise to suchDisposition Proceeds, such requirement or test will be maintained or improved aftergiving effect to such sale of Collateral Obligations and purchase of Secured Notes;

no Event of Default shall have occurred and be continuing;(vii)

any Secured Notes to be purchased shall be surrendered to the Trustee for(viii)cancellation as described under Section 2.10;

the Issuer (or the Portfolio Manager on its behalf) has received legal(ix)advice (including but not limited to that of in-house legal counsel) that each suchpurchase will otherwise be conducted by the Issuer in accordance with applicable law;and

notice of such purchase has been provided to each Rating Agency; and(x)

the Trustee has received an Officer’s certificate of the Issuer or the(b)Portfolio Manager to the effect that the conditions in the foregoing clause (a) have been satisfied.

Regulatory Refinancing.Section 9.10

If the RR Condition is satisfied, the Specified Percentage of any Class of (a)Notes will be redeemed at the applicable Regulatory Refinancing Redemption Price on any Business Day from Regulatory Refinancing Proceeds, Regulatory Refinancing Interest Proceeds and all other available proceeds from a Contribution, if any, at the direction of the Portfolio Manager at least 15 Business Days prior to the Business Day fixed by the Issuer (and noticed to the Trustee) for such redemption (such date, the “Regulatory Refinancing Date”) to redeem the Specified Percentage of each such Class of Notes, by issuance of Regulatory Refinancing Obligations (such issuance, a “Regulatory Refinancing”); provided that the Portfolio Manager has used commercially reasonable efforts to purchase the Specified Percentage of each applicable Class of Notes prior to directing such Regulatory Refinancing and so certifies to the Issuer and the Trustee in connection with such direction (it being understood that in no case will the Portfolio Manager be required to pay a purchase price greater than the then-current market price (as reasonably determined by the Portfolio Manager) for any Notes in order to satisfy such condition).

The Issuer shall obtain a Regulatory Refinancing only if the Portfolio (b)Manager determines and certifies to the Trustee that:

it has received advice of counsel that a Regulatory Refinancing is (i)necessary for the Portfolio Manager or any “sponsor” (as defined in the Risk Retention Rules) of the Issuer to avoid failing to be in compliance with the Risk Retention Rules;

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the Specified Percentage of each Class of Notes that is subject to such (ii)Regulatory Refinancing;

the Regulatory Refinancing Proceeds, Regulatory Refinancing Interest (iii)Proceeds and all other available proceeds from Contributions, if any, for this purpose will be at least sufficient to pay in full the aggregate Regulatory Refinancing Redemption Prices of the Specified Percentage of each Class of Notes subject to such Regulatory Refinancing;

the stated maturity of the Regulatory Refinancing Obligations is the same (iv)as the corresponding Stated Maturity of each Class being refinanced;

the reasonable fees, costs, charges and expenses incurred in connection (v)with such Regulatory Refinancing have been paid or will be adequately provided for on or prior to the second Payment Date immediately following such Regulatory Refinancing from (x) the Regulatory Refinancing Proceeds and/or Regulatory Refinancing Interest Proceeds and (y) any amounts on deposit in, or to be deposited into, the Contribution Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Regulatory Refinancing, except that the foregoing shall not limit the right of the Trustee (or the Bank in any other capacity) to be reimbursed for any such amounts as Administrative Expenses to the extent they were not so paid;

the terms of the Regulatory Refinancing Obligations are identical to the (vi)respective terms of the corresponding Class of Notes subject to such Regulatory Refinancing (except that interest due on Regulatory Refinancing Obligations will accrue from the Regulatory Refinancing Date and the price of the Regulatory Refinancing Obligations is not required to be identical to the corresponding Class of Notes subject to such Regulatory Refinancing); and

the Rating Condition is satisfied with respect to such Regulatory (vii)Refinancing, in each case after giving effect to such Regulatory Refinancing and including the Regulatory Refinancing Obligations in the principal amount of each Class of Secured Notes for which such satisfaction is requested.

None of the Co-Issuers, the Initial Purchaser, the Portfolio Manager, the (c)Trustee or any other Person shall be liable to the Holders of Notes for the failure of a Regulatory Refinancing. If a Regulatory Refinancing is obtained meeting the requirements specified above as certified by the Portfolio Manager, the Issuer and the Trustee (at the direction of the Issuer) shall amend this Indenture to the extent necessary to reflect the terms of the Regulatory Refinancing and no further consent for such amendments shall be required from the Holders.

The Notes (or portions thereof) comprising the Specified Percentage of (d)each Class subject to a Regulatory Refinancing shall be allocated among the Holders of each such Class, pro rata, based on the proportion that the Aggregate Outstanding Amount of Notes of such Class held by such Holders bears to the total Aggregate Outstanding Amount of all Notes of such Class and subject to the Authorized Denomination (such that, if a Holder’s pro rata share

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of the Aggregate Outstanding Amount of the Notes of any Class does not equal or exceed the applicable Authorized Denomination, the amount of such Holder’s Notes comprising part of the Specified Percentage shall be rounded up and the Specified Percentage shall be increased accordingly). If any portion of the Aggregate Outstanding Amount of any Note held by a Holder is subject to a Regulatory Refinancing, the Aggregate Outstanding Amount of such Note shall be reduced by such amount on the Regulatory Refinancing Date.

All Regulatory Refinancing Obligations will be acquired by the Portfolio (e)Manager, an Affiliate thereof or a retention financing provider thereto or, if required by applicable law or for compliance with the policies and procedures of DTC, through one or more financial institutions or initial purchasers who are participants at DTC. Such Regulatory Refinancing Obligation will be issued either: (i) in the form of a Certificated Note bearing the same CUSIP as the Certificated Notes of the corresponding Class of Notes being refinanced with such Regulatory Refinancing Obligation or (ii) reflected as a beneficial interest in a Global Note bearing either the same CUSIP or a different CUSIP (if the Portfolio Manager has determined that a Global Note bearing such CUSIP is in accordance with Risk Retention Rules and any other applicable law) as such applicable Global Notes of the corresponding Class of Notes being refinanced with such Regulatory Refinancing Obligations. The Portfolio Manager shall, in consultation with the Issuer and based on considerations of applicable law and the policies and procedures of DTC, determine whether the Regulatory Refinancing Obligations will be acquired in the form of a Certificated Note or as a beneficial interest in a Global Note.

ARTICLE X

ACCOUNTS, ACCOUNTINGS AND RELEASES

Collection of Money. Except as otherwise expressly providedSection 10.1herein, the Trustee may demand payment or delivery of, and shall receive and collect, directlyand without intervention or assistance of any fiscal agent or other intermediary, all Money andother property payable to or receivable by the Trustee pursuant to this Indenture, including allpayments due on the Pledged Obligations, in accordance with the terms and conditions of suchPledged Obligations. The Trustee shall segregate and hold all such Money and propertyreceived by it in trust for the Holders of the Notes and shall apply it as provided in thisIndenture. Each Account (including any subaccount) shall be a securities account establishedwith U.S. Bank National Association in the name of “BlueMountain CLO 2015-3 Ltd., subject tothe lien of U.S. Bank National Association, as Trustee” and shall be maintained by the Issuerwith the Custodian in accordance with the Securities Account Control Agreement.

Collection Accounts. (a) The Trustee shall, on or prior to theSection 10.2Closing Date, establish at the Custodian two segregated non-interest bearing trust accounts, oneof which shall be designated the “Interest Collection Account” and the other of which shall bedesignated the “Principal Collection Account.” The Trustee shall from time to time deposit intothe Interest Collection Account, in addition to the deposits required pursuant to Section 10.6(a),immediately upon receipt thereof (i) any funds in the Reserve Account deemed by the PortfolioManager in its sole discretion to be Interest Proceeds pursuant to Section 10.3(e); (ii) any fundsin the Ramp-Up Account designated by the Portfolio Manager as Interest Proceeds pursuant to

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Section 10.3(c) and (iii) all Interest Proceeds (unless simultaneously reinvested in additionalCollateral Obligations in accordance with Article XII) received by the Trustee. The Trusteeshall deposit immediately upon receipt thereof all other amounts remitted to the CollectionAccount into the Principal Collection Account, including in addition to the deposits requiredpursuant to Section 10.6(a), (i) any funds in the Reserve Account deemed by the PortfolioManager in its sole discretion to be Principal Proceeds pursuant to Section 10.3(e); (ii) any fundsin the Ramp-Up Account designated by the Portfolio Manager as Principal Proceeds pursuant toSection 10.3(c); (iii) all Principal Proceeds (unless simultaneously reinvested in additionalCollateral Obligations in accordance with Article XII or in Eligible Investments) received by theTrustee, and (iv) all other funds received by the Trustee; provided that (x) on the firstDetermination Date after the end of the Ramp-Up Period the Trustee shall deposit (at thedirection of the Portfolio Manager) into the Interest Collection Account as Interest Proceeds suchamounts designated by the Portfolio Manager in writing in its sole discretion, subject tosatisfaction of the Ramp-Up Interest Deposit Restriction and (y) prior to the last day of theRamp-Up Period, Principal Proceeds shall be deposited into the Ramp-Up Account. In addition,the Issuer may, but under no circumstances shall be required to, deposit from time to time suchMonies in the Collection Account as it deems, in its sole discretion, to be advisable and todesignate them as Interest Proceeds or Principal Proceeds. All Monies deposited from time totime in the Collection Account pursuant to this Indenture shall be held by the Trustee as part ofthe Assets and shall be applied to the purposes herein provided. Subject to Section 10.2(d),amounts in the Collection Account shall be reinvested pursuant to Section 10.6(a).

The Trustee, within one Business Day after receipt of any distribution or(b)other proceeds in respect of the Assets which are not Cash, shall so notify or cause the Issuer tobe notified and the Issuer shall use its commercially reasonable efforts to, within five BusinessDays of receipt of such notice from the Trustee (or as soon as practicable thereafter), sell suchdistribution or other proceeds for Cash in an arm’s length transaction to a Person which is not thePortfolio Manager or an Affiliate of the Issuer or the Portfolio Manager and deposit the proceedsthereof in the Collection Account; provided, however, that the Issuer (i) need not sell suchdistributions or other proceeds if it delivers an Officer’s certificate to the Trustee certifying thatsuch distributions or other proceeds constitute Collateral Obligations or Eligible Investments or(ii) may otherwise retain such distribution or other proceeds for up to two years from the date ofreceipt thereof if it delivers an Officer’s certificate to the Trustee certifying that (x) it shall sellsuch distribution within such two-year period and (y) retaining such distribution is not otherwiseprohibited by this Indenture.

At any time when reinvestment is permitted pursuant to Article XII, the(c)Portfolio Manager on behalf of the Issuer may by Issuer Order direct the Trustee to, and uponreceipt of such Issuer Order the Trustee shall, withdraw funds on deposit in the PrincipalCollection Account representing Principal Proceeds (including Principal Financed AccruedInterest used to pay for accrued interest on an additional Collateral Obligation) and reinvest (orinvest, in the case of funds referred to in Section 7.17) such funds in additional CollateralObligations, in each case in accordance with the requirements of Article XII and such IssuerOrder. In connection with the purchase of any Collateral Obligation that will settle following theend of the Ramp-Up Period, such purchase shall be settled first with Principal Proceeds ondeposit in the Principal Collection Account and, only if sufficient amounts are not available inthe Principal Collection Account, with any remaining amounts on deposit in the Ramp-Up

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Account. At any time, the Portfolio Manager on behalf of the Issuer may by Issuer Order directthe Trustee to, and upon receipt of such Issuer Order the Trustee shall, withdraw funds ondeposit in the Principal Collection Account representing Principal Proceeds and use such fundsto meet funding requirements on Delayed Drawdown Collateral Obligations or RevolvingCollateral Obligations.

The Portfolio Manager on behalf of the Issuer may by Issuer Order direct(d)the Trustee to, and upon receipt of such Issuer Order the Trustee shall, pay from amounts ondeposit in the Collection Account on any Business Day during any Interest Accrual Period (i)any amount required to exercise a right to acquire securities in accordance with the requirementsof Article XII and such Issuer Order and (ii) from Interest Proceeds only, any AdministrativeExpenses (paid in the order of priority set forth in the definition thereof); provided that theaggregate Administrative Expenses paid pursuant to this Section 10.2(d) during any CollectionPeriod shall not exceed the Administrative Expense Cap for the related Payment Date.

The Trustee shall transfer to the Payment Account from the Collection(e)Account, for application pursuant to Section 11.1(a) of this Indenture, on or not later than theBusiness Day preceding each Payment Date or a Partial Redemption Date, the amount set forthto be so transferred in the Distribution Report for such Payment Date.

The Portfolio Manager on behalf of the Issuer may by Issuer Order direct(f)the Trustee to, and upon receipt of such Issuer Order the Trustee shall, transfer from amounts ondeposit in the Interest Collection Account on any Business Day during any Interest AccrualPeriod to the Principal Collection Account, amounts necessary for application pursuant toSection 7.17(d).

On or prior to the second Determination Date after the Refinancing, the (g)Portfolio Manager may in its sole discretion designate any amounts in the Principal Collection Account (such amounts, “Designated Principal Proceeds”) for transfer into the Interest Collection Account for application as Interest Proceeds so long as, after giving effect to such designation, (x) the aggregate amount of Redemption Date Designated Principal Proceeds and Designated Principal Proceeds would not exceed the product of [1.0]% and the Aggregate Ramp-Up Par Amount and (y) the Adjusted Collateral Principal Amount would remain greater than the Aggregate Ramp-Up Par Amount.

Payment Account; Custodial Account; Ramp-Up Account; Section 10.3Expense Reserve Account; Reserve Account; Contribution Account; Supplemental Reserve Account.

Payment Account. The Trustee shall, on or prior to the Closing Date,(a)establish at the Custodian a segregated non-interest bearing trust account which shall bedesignated as the Payment Account. Except as provided in Section 11.1(a), the only permittedwithdrawal from or application of funds on deposit in, or otherwise to the credit of, the PaymentAccount shall be to pay amounts due and payable on the Notes in accordance with their termsand the provisions of this Indenture and to pay Administrative Expenses and other amountsspecified herein, each in accordance with the Priority of Payments. The Co-Issuers shall not

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have any legal, equitable or beneficial interest in the Payment Account other than in accordancewith the Priority of Payments. Funds in the Payment Account shall not be invested.

Custodial Account. The Trustee shall, on or prior to the Closing Date,(b)establish at the Custodian a segregated non-interest bearing trust account which shall bedesignated as the Custodial Account. The only permitted withdrawals from the CustodialAccount shall be in accordance with the provisions of this Indenture.

Ramp-Up Account. The Trustee shall, on or prior to the Closing Date,(c)establish at the Custodian a single, segregated non-interest bearing trust account which shall bedesignated as the Ramp-Up Account. The Issuer shall, by Issuer Order, direct the Trustee todeposit the amount specified in such Issuer Order into the Ramp-Up Account on the ClosingDate and to deposit Principal Proceeds received by the Issuer during the Ramp-Up Period intothe Ramp-Up Account. In connection with any purchase of an additional Collateral Obligation,the Trustee shall apply amounts held in the Ramp-Up Account as provided by Section 7.17(b).Upon the occurrence of an Event of Default, the Trustee will deposit any remaining amounts inthe Ramp-Up Account (excluding any proceeds that will be used to settle binding commitmentsentered into prior to that date) into the Collection Account as Principal Proceeds. On the firstDetermination Date after the end of the Ramp-Up Period on which no Moody’s Ramp-UpFailure or S&P Rating Failure has occurred and is continuing (i) if the Issuer has purchased (orentered into binding commitments to purchase) Collateral Obligations with an AggregatePrincipal Balance at least equal to the Aggregate Ramp-Up Par Amount, the Trustee shalldeposit (at the direction of the Portfolio Manager) any remaining funds in the Ramp-Up Accountinto the Collection Account as Interest Proceeds and/or Principal Proceeds, at the discretion ofthe Portfolio Manager and (ii) if the Issuer has not purchased (or entered into bindingcommitments to purchase) Collateral Obligations with an Aggregate Principal Balance at leastequal to the Aggregate Ramp-Up Par Amount, the Trustee shall (x) deposit (at the direction ofthe Portfolio Manager) funds in the Ramp-Up Account equal to the shortfall in the AggregateRamp-Up Par Amount into the Collection Account as Principal Proceeds and (y) deposit (at thedirection of the Portfolio Manager) any funds remaining in the Ramp-Up Account after thedeposit set forth in clause (x) into the Collection Account as Interest Proceeds and/or PrincipalProceeds, at the discretion of the Portfolio Manager; provided that (1) the Aggregate PrincipalBalance of all Collateral Obligations purchased by the Issuer (or with respect to which the Issuerhas entered into binding commitments to purchase) plus all amounts deposited into theCollection Account as Principal Proceeds is at least equal to the Aggregate Ramp-Up ParAmount after giving effect to any deposits into the Collection Account as Interest Proceedspursuant to clause (ii) above and (2) the Ramp-Up Interest Deposit Restriction is satisfied inrespect of any deposits into the Collection Account as Interest Proceeds pursuant to clause (i) or(ii) above.

Expense Reserve Account. The Trustee shall, on or prior to the Closing(d)Date, establish at the Custodian a segregated non-interest bearing trust account which shall bedesignated as the Expense Reserve Account. The Issuer shall, by Issuer Order, direct the Trusteeto deposit the amount specified in such Issuer Order (such amount to be from the proceeds of thesale of the Notes) into the Expense Reserve Account as Interest Proceeds on the Closing Date.The Trustee shall apply funds from the Expense Reserve Account, in the amounts and as directedby the Portfolio Manager, to pay (x) amounts due in respect of actions taken on or before the

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Closing Date and (y) subject to the Administrative Expense Cap, Administrative Expenses in theorder of priority contained in the definition thereof. Any income earned on amounts on depositin the Expense Reserve Account shall be deposited in the Interest Collection Account as InterestProceeds as it is paid. By the Determination Date relating to the third Payment Date followingthe Closing Date, all funds in the Expense Reserve Account (after deducting any expenses paidon such Determination Date) shall be deposited in the Collection Account as Interest Proceedsand/or Principal Proceeds (in the respective amounts directed by the Portfolio Manager in itssole discretion).

Reserve Account. The Trustee shall, on or prior to the Closing Date,(e)establish at the Custodian a segregated non-interest bearing trust account which shall bedesignated as the Reserve Account (the “Reserve Account”). The Issuer shall, by Issuer Order,direct the Trustee to deposit the amount specified in such Issuer Order into the Reserve Accounton the Closing Date. On any date prior to the Determination Date relating to the Payment Dateoccurring in April 2016, the Issuer, at the direction of the Portfolio Manager, by Issuer Order,may direct that all or any portion of funds in the Reserve Account be deposited in the CollectionAccount as Interest Proceeds and/or Principal Proceeds (in the respective amounts directed bythe Portfolio Manager in its sole discretion) as long as, after giving effect to such deposits, thePortfolio Manager determines (as certified in such Issuer Order) that the Issuer shall havesufficient funds in the Collection Account to pay Administrative Expenses pursuant to clause(A), the Base Management Fee pursuant to clause (B) and any amounts on the Secured Notespursuant to clauses (D), (E), (G), (I), (J), (L), (M), (O), (P) and (RQ) of Section 11.1(a)(i) on theApril 2016 Payment Date. Any income earned on amounts deposited in the Reserve Accountshall be deposited in the Interest Collection Account as Interest Proceeds as it is paid.

Contribution Account. The Trustee shall, on or prior to the Closing Date,(f)establish at the Custodian a single, segregated non-interest bearing trust account, which shall bedesignated as the Contribution Account (the “Contribution Account”). At any time during orafter the Reinvestment Period, any Holder of Notes may (i) make a contribution of Cash bynotice to the Trustee and the Portfolio Manager (substantially in the form of Exhibit ED) or (ii)solely in the case of Holders of Certificated Notes, by notice to the Portfolio Manager and theTrustee (substantially in the form of Exhibit ED) no later than four Business Days prior to theapplicable Payment Date, designate any portion of Interest Proceeds or Principal Proceeds thatwould otherwise be distributed on its Notes in accordance with the Priority of Payments, to theIssuer as a contribution (each, a “Contribution” and each such Holder, a “Contributor”); provided that each Contribution must be in aggregate amount of at least $1,000,000 unless such Contribution will be applied to the Permitted Use specified in clause (iii) of the definition thereof. . The Portfolio Manager, on behalf of the Issuer, may accept or reject any Contributionin its reasonable discretion, and shall notify the Trustee of any such acceptance or rejection;provided that in the case of clause (ii) above, such notice must be provided no later than twoBusiness Days prior to the applicable Payment Date. Each accepted Contribution shall bereceived into the Contribution Account. If a Contribution is accepted, the Portfolio Manager, onbehalf of the Issuer, shall apply such Contribution to a Permitted Use as directed by theContributor at the time such Contribution is made or, if no direction is given by the Contributor,at the Portfolio Manager’s reasonable discretion. No Contribution or portion thereof shall bereturned to the Contributor at any time (other than by operation of the Priority of Payments).Any income earned on amounts deposited in the Contribution Account shall be deposited in the

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Interest Collection Account as Interest Proceeds. For the avoidance of doubt, any amountsdeposited into the Contribution Account pursuant to clause (ii) above shall be deemed for allpurposes as having been paid to the Contributor pursuant to the Priority of Payments.

Supplemental Reserve Account. The Trustee shall, on or prior to the(g)Closing Date, establish a segregated, non-interest bearing trust account which will be designatedas the Supplemental Reserve Account (the “Supplemental Reserve Account”). Any amountsdesignated by the Portfolio Manager to the Trustee pursuant to clause (XV) of Section 11.1(a)(i)will be deposited into the Supplemental Reserve Account and the Portfolio Manager on behalf ofthe Issuer will apply such amounts to a Permitted Use determined by the Portfolio Manager in itssole discretion. Any income earned on amounts deposited in the Supplemental Reserve Accountwill be deposited in the Interest Collection Account as Interest Proceeds.

The Revolver Funding Account. Upon the purchase of anySection 10.4Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation, funds in theamounts described below shall be withdrawn from the Ramp-Up Account or from the CollectionAccount (as directed by the Portfolio Manager) and deposited by the Trustee in a single,segregated non-interest bearing trust account (the “Revolver Funding Account”). Upon initialpurchase, funds deposited in the Revolver Funding Account in respect of any DelayedDrawdown Collateral Obligation or Revolving Collateral Obligation shall be treated as part ofthe purchase price therefor. Amounts on deposit in the Revolver Funding Account shall beinvested in overnight funds that are Eligible Investments selected by the Portfolio Manager andearnings from all such investments shall be deposited in the Interest Collection Account asInterest Proceeds.

With respect to any Delayed Drawdown Collateral Obligation or RevolvingCollateral Obligation, upon the notification from the Portfolio Manager of the purchase of anysuch Delayed Drawdown Collateral Obligation or Revolving Collateral Obligation, the Trusteeshall deposit funds in the Revolver Funding Account as directed by the Portfolio Manager suchthat the sum of the amount of funds on deposit in the Revolver Funding Account shall be equalto or greater than the sum of the unfunded funding obligations under all such DelayedDrawdown Collateral Obligations and Revolving Collateral Obligations then included in theAssets. In addition, the Trustee shall deposit funds in the Revolver Funding Account upon thereceipt by the Issuer of any Principal Proceeds with respect to a Revolving Collateral Obligationas directed by the Portfolio Manager on behalf of the Issuer.

Any funds in the Revolver Funding Account (other than earnings from EligibleInvestments therein) shall be available solely to cover any drawdowns on the DelayedDrawdown Collateral Obligations and Revolving Collateral Obligations. Upon (a) the sale ormaturity of a Delayed Drawdown Collateral Obligation or a Revolving Collateral Obligation or(b) the occurrence of an event of default with respect to any such Delayed Drawdown CollateralObligation or Revolving Collateral Obligation or any other event or circumstance which resultsin the irrevocable reduction of the undrawn commitments under such Delayed DrawdownCollateral Obligation or Revolving Collateral Obligation (the occurrence of which the PortfolioManager shall notify the Trustee) any excess of (A) the amounts on deposit in the RevolverFunding Account over (B) the sum of the unfunded amounts of all Delayed DrawdownCollateral Obligations and Revolving Collateral Obligations included in the Assets shall be

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transferred by the Trustee (at the direction of the Portfolio Manager) as Principal Proceeds to thePrincipal Collection Account.

Hedge Counterparty Collateral Accounts. If and to the extent thatSection 10.5any Hedge Agreement requires the Hedge Counterparty to post collateral with respect to suchHedge Agreement, the Issuer shall (at the direction of the Portfolio Manager), on or prior to thedate such Hedge Agreement is entered into, direct the Trustee to establish in the name of theTrustee a segregated, non-interest bearing trust account which shall be designated as a HedgeCounterparty Collateral Account (each such account, a “Hedge Counterparty Collateral Account”). The Trustee (as directed by the Portfolio Manager on behalf of the Issuer) shalldeposit into each Hedge Counterparty Collateral Account all collateral required to be posted by aHedge Counterparty and all other funds and property required by the terms of any HedgeAgreement to be deposited into the Hedge Counterparty Collateral Account, in accordance withthe terms of the related Hedge Agreement. The only permitted withdrawals from or applicationof funds or property on deposit in the Hedge Counterparty Collateral Account shall be inaccordance with the written instructions of the Portfolio Manager.

Reinvestment of Funds in Accounts; Reports by Trustee. (a) BySection 10.6Issuer Order (which may be in the form of standing instructions), the Issuer (or the PortfolioManager on behalf of the Issuer) shall at all times direct the Trustee to, and, upon receipt of suchIssuer Order, the Trustee shall, invest all funds on deposit in the Collection Account, theRamp-Up Account, the Revolver Funding Account, the Expense Reserve Account, the ReserveAccount, the Contribution Account and the Hedge Counterparty Collateral Account as sodirected in Eligible Investments having Stated Maturities no later than the Business Daypreceding the next Payment Date (or such shorter maturities expressly provided herein). If priorto the occurrence of an Event of Default, the Issuer shall not have given any such investmentdirections, the Trustee shall seek instructions from the Portfolio Manager within three BusinessDays after transfer of any funds to such accounts. If the Trustee does not thereafter receivewritten instructions from the Portfolio Manager within five Business Days after transfer of suchfunds to such accounts, it shall invest and reinvest the funds held in such accounts, as fully aspracticable, in an investment vehicle (which shall be an Eligible Investment) designated as suchby the Portfolio Manager to the Trustee in writing on or before the Closing Date, (suchinvestment, until and as it may be changed from time to time as hereinafter provided, the“Standby Directed Investment”), until investment instruction as provided in the precedingsentence is received by the Trustee; or, if the Trustee from time to time receives a standingwritten instruction from the Portfolio Manager expressly stating that it is changing the “StandbyDirected Investment” under this paragraph, the Standby Directed Investment may thereby bechanged to an Eligible Investment of the type described in clause (ii) of the definition of“Eligible Investments” maturing no later than the Business Day immediately preceding the nextPayment Date (or such shorter maturities expressly provided herein) as designated in suchinstruction. After an Event of Default, the Trustee shall invest and reinvest such Monies as fullyas practicable in the Bank’s “U.S. Bank Money Market Deposit Account” or, if no longeravailable, such similar investment of the type set forth in clause (ii) of the definition of EligibleInvestments maturing not later than the earlier of (i) 30 days after the date of such investment(unless putable at par to the issuer thereof) or (ii) the Business Day immediately preceding thenext Payment Date (or such shorter maturities expressly provided herein). Except to the extentexpressly provided otherwise herein, all interest and other income from such investments shall

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be deposited in the Interest Collection Account, any gain realized from such investments shall becredited to the Principal Collection Account upon receipt, and any loss resulting from suchinvestments shall be charged to the Principal Collection Account. The Trustee shall not in anyway be held liable by reason of any insufficiency of such accounts which results from any lossrelating to any such investment; provided that the foregoing shall not relieve the Bank of itsobligations under any security or obligation issued by the Bank or any Affiliate thereof.

The Trustee agrees to give the Issuer immediate notice if any Account or(b)any funds on deposit in any Account, or otherwise to the credit of an Account, shall becomesubject to any writ, order, judgment, warrant of attachment, execution or similar process. EachAccount shall be established and maintained (a) with a federal or state-chartered depositoryinstitution which has (1) a deposit rating of “P-1”(short-term) and at least “A1” (long-term) byMoody’s and if such institution’s rating by Moody’s falls below “P-1” (short-term) or “A1”(long-term), the assets held in such Account shall be moved within 30 calendar days to anotherinstitution that is rated “P-1” (short-term) and at least “A1” (long-term) by Moody’s, and (2) arating of “A-1”(short-term) and at least “A” (long-term) by S&P and if such institution’s ratingby S&P falls below “A-1” (short-term) or “A” (long-term), the assets held in such Account shallbe moved within 30 calendar days to another institution that is rated “A-1” (short-term) and atleast “A” (long-term) by S&P or (b) in a segregated trust account with the corporate trustdepartment of a federal or state-chartered depository institution subject to regulations regardingfiduciary funds on deposit similar to Title 12 of the Code of Federal Regulation Section 9.10(b)that has a long-CR Assessment of at least “Baa3(cr)” by Moody’s (or if such organization or entity has no CR Assessment, a senior unsecured long-term debt rating of at least “Baa3” byMoody’s) and if such institution’s long-term ratingCR Assessment falls below “Baa3(cr)” byMoody’s (or such institution’s long-term debt rating falls below “Baa3” by Moody’s, as applicable), the assets held in such Account shall be moved within 30 calendar days to asegregated trust account with the corporate trust department of another federal or state-chartereddepository institution subject to regulations regarding fiduciary funds on deposit similar to Title12 of the Code of Federal Regulation Section 9.10(b) that has a long-CR Assessment of at least “Baa3(cr)” by Moody’s (or if such organization or entity has no CR Assessment, a senior unsecured long-term debt rating of at least “Baa3” by Moody’s) and S&P shall be notifiedpromptly thereafter of such move; provided that if cash is held in the segregated trust accountdescribed in clause (b), such relevant institution must have a long-term rating of at least “A3” byMoody’s. Such institution shall have a combined capital and surplus of at leastU.S.$200,000,000.

The Trustee shall supply, in a timely fashion, to the Co-Issuers, the(c)Portfolio Manager, and each Rating Agency any information regularly maintained by the Trusteethat the Co-Issuers, the Rating Agencies or the Portfolio Manager may from time to time requestin writing with respect to the Pledged Obligations, the Accounts and the other Assets andprovide any other requested information reasonably available to the Trustee by reason of itsacting as Trustee hereunder and required to be provided by Section 10.7 or to permit thePortfolio Manager to perform its obligations under the Portfolio Management Agreement. TheTrustee shall promptly forward to the Portfolio Manager copies of notices and other writingsreceived by it from the issuer of any Collateral Obligation or from any Clearing Agency withrespect to any Collateral Obligation which notices or writings advise the holders of such securityof any rights that the holders might have with respect thereto (including, without limitation,

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requests to vote with respect to amendments or waivers and notices of prepayments andredemptions) as well as all periodic financial reports, and other communications received fromsuch issuer and Clearing Agencies with respect to such issuer.

Any account established under this Indenture may include any number of(d)subaccounts deemed necessary or advisable by the Trustee in the administration of the accounts.

Accountings.Section 10.7

Monthly. Not later than the 20th day of each calendar month, excluding(a)each month in which a Payment Date occurs [and [] 2018], commencing in March 2016, theIssuer shall compile and make available (or cause to be compiled and made available)(including, via appropriate electronic means) to each Rating Agency, the Trustee, the PortfolioManager, the Initial Purchaser and, upon written request therefor, to any Holder shown on theRegister and, upon written notice to the Trustee in the form of Exhibit DC, any beneficial ownerof a Note, a monthly report (each a “Monthly Report”) determined as of the last day of the priorcalendar month. The Monthly Report shall contain the following information with respect to theCollateral Obligations and Eligible Investments included in the Assets (based, in part, oninformation provided by the Portfolio Manager):

Aggregate Principal Balance of Collateral Obligations and Eligible(i)Investments representing Principal Proceeds.

Adjusted Collateral Principal Amount of Collateral Obligations.(ii)

Collateral Principal Amount of Collateral Obligations.(iii)

A list of Collateral Obligations, including, with respect to each such(iv)Collateral Obligation, the following detailed information:

The obligor thereon (including the issuer ticker, if any);(A)

The CUSIP or security identifier thereof;(B)

The Principal Balance thereof (other than any accrued interest that(C)was purchased with Principal Proceeds (but noting any capitalized interest));

The percentage of the aggregate Collateral Principal Amount(D)represented by such Collateral Obligation;

The related interest rate or spread;(E)

The Stated Maturity thereof;(F)

The related Moody’s Industry Classification;(G)

The related S&P Industry Classification;(H)

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The Moody’s Rating, unless such rating is based on a credit(I)estimate unpublished by Moody’s (and, in the event of a downgrade orwithdrawal of the applicable Moody’s Rating, the prior rating and the date suchMoody’s Rating was changed);

The Moody’s Default Probability Rating;(J)

The S&P Rating, unless such rating is based on a credit estimate(K)unpublished by S&P or such rating is a confidential rating or a private rating byS&P;

The country of Domicile (and, if clause (c) of the definition of(L)Domicile is applicable, whether such Domicile is determined by using aguarantor’s Domicile);

An indication as to whether each such Collateral Obligation is (1)(M)a Defaulted Obligation, (2) a Delayed Drawdown Collateral Obligation, (3) aRevolving Collateral Obligation, (4) a Senior Secured Loan, Second Lien Loan orSenior Unsecured Loan, (5) a floating rate Collateral Obligation, (6) aParticipation Interest (indicating the related Selling Institution and its ratings byeach Rating Agency), (7) a Deferrable Obligation, (8) a Partial DeferrableObligation, (9) a Current Pay Obligation, (10) a DIP Collateral Obligation, (11)convertible into or exchangeable for equity securities, (12) a Discount Obligation(including its purchase price and purchase yield in the case of a fixed rateCollateral Obligation), (13) a Zero-Coupon Obligation, (14) a Swapped Non-Discount Obligation or (1415) a Cov-Lite Loan;

The Moody’s Recovery Rate;(N)

The S&P Recovery Rate; and(O)

Whether such Collateral Obligation is a Libor Floor Obligation(P)and the specified “floor” rate per annum related thereto as specified by thePortfolio Manager; and

Whether such Collateral Obligation is included in the calculation (Q)of the CCC/Caa Excess.

For each of the limitations and tests specified in the definitions of(v)Concentration Limitations and Collateral Quality Test, (1) the result, (2) the relatedminimum or maximum test level and (3) a determination as to whether such resultsatisfies the related test.

The Moody’s Weighted Average Rating Factor and the Moody’s Adjusted(vi)Weighted Average Rating Factor.

The Moody’s Weighted Average Recovery Rate.(vii)

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The Diversity Score.(viii)

The calculation of each of the following:(ix)

From and after the Determination Date immediately preceding the(A)second Payment Date, each Interest Coverage Ratio (and setting forth each relatedRequired Coverage Ratio);

Each Overcollateralization Ratio (and setting forth each related(B)Required Coverage Ratio); and

The Reinvestment Overcollateralization Test (and setting forth the(C)required test level).

For each Account, (1) a schedule showing the beginning Balance, each(x)credit or debit specifying the nature, source and amount, and the ending Balance and (2) the ratings of the institution with which each Account is established, including the deposit rating, CR Assessment, long-term rating and/or short-term rating of such institution by Moody’s or S&P, as applicable.

A schedule showing for each of the following the beginning Balance, the(xi)amount of Interest Proceeds received from the date of determination of the immediatelypreceding Monthly Report, and the ending Balance for the current Measurement Date:

Interest Proceeds from Collateral Obligations; and(A)

Interest Proceeds from Eligible Investments.(B)

Purchases, prepayments and sales:(xii)

The (1) identity, (2) Principal Balance (other than any accrued(A)interest that was purchased with Principal Proceeds (but noting any capitalizedinterest)), (3) Principal Proceeds and Interest Proceeds received, (4) excess of theamounts in clause (3) over clause (2), and (5) date for (X) each CollateralObligation that was released for sale or disposition pursuant to Section 12.1 sincethe date of determination of the immediately preceding Monthly Report and (Y)for each prepayment or redemption of a Collateral Obligation, and in the case of(X), whether such Collateral Obligation was a Credit Risk Obligation or a CreditImproved Obligation, whether the sale of such Collateral Obligation was adiscretionary sale and whether such sale of a Collateral Obligation was to anAffiliate of the Portfolio Manager; and

The (1) identity, (2) Principal Balance (other than any accrued(B)interest that was purchased with Principal Proceeds (but noting any capitalizedinterest)), (3) Principal Proceeds and Interest Proceeds expended to acquire and(4) excess of the amounts in clause (3) over clause (2) of each CollateralObligation acquired pursuant to Section 12.2 since the date of determination of

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the immediately preceding Monthly Report and whether such CollateralObligation was obtained through a purchase from an Affiliate of the PortfolioManager.

The identity of each Defaulted Obligation, the Moody’s Collateral Value,(xiii)the S&P Collateral Value and the Market Value of each such Defaulted Obligation anddate of default thereof.

The identity of each Collateral Obligation with an S&P Rating of “CCC+”(xiv)or below and/or a Moody’s Rating of “Caa1” or below and the Market Value of eachsuch Collateral Obligation.

The identity of each Deferring Obligation, the Moody’s Collateral Value,(xv)the S&P Collateral Value and the Market Value of each Deferring Obligation, and thedate on which interest was last paid in full in Cash thereon.

For any Collateral Obligation, whether the rating of such Collateral(xvi)Obligation has been upgraded, downgraded or put on credit watch by any Rating Agencysince the date of determination of the immediately preceding Monthly Report and suchold and new rating or the implication of such credit watch.

Whether the Issuer has been notified that the Class Break-even Default(xvii)Rate has been modified by S&P.

The results of the S&P CDO Monitor Test (with a statement as to whether(xviii)it is passing or failing), including the Class Default Differentials, the Class Break-evenDefault Rates and the Class Scenario Default Rates for each Class of Secured Notes, andthe characteristics of the Current Portfolio. In addition, prior to the last day of theRamp-Up Period and together with each Monthly Report, the Issuer shall provide to S&Pthe S&P Excel Default Model Input File, which shall include the Loan-X identificationsof any Collateral Obligations, [email protected][email protected].

The identity of each Current Pay Obligation, the Market Value of each(xix)such Current Pay Obligation, the percentage of the Collateral Principal Amountcomprised of Current Pay Obligations, the portfolio limitation for Current PayObligations expressed as a percentage of the Collateral Principal Amount and whethersuch limitation is satisfied.

The Market Value of each Collateral Obligation for which a Market Value(xx)was required to be calculated pursuant to the terms of this Indenture.

The amount of Cash, if any, held in any Tax Subsidiary.(xxi)

The identity and principal balance of any asset transferred to a Tax(xxii)Subsidiary during the such month;

The identity of any First-Lien Last-Out Loan.(xxiii)

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With respect to a Deferrable Obligation or Partial Deferrable Obligation,(xxiv)that portion of deferred or capitalized interest that remains unpaid and is included in thecalculation of the Principal Balance of such Deferrable Obligation or Partial DeferrableObligation.

The calculation of the ratio of (i) the Aggregate Principal Balance of the(xxv)Pledged Obligations to (ii) the Aggregate Outstanding Amount of the Class A-1 Notes.

The total number of (and related dates of) any Aggregated Reinvestment(xxvi)occurring during such month, the identity of each Collateral Obligation that was subjectto an Aggregated Reinvestment, and the percentage of the Collateral Principal Amountconsisting of such Collateral Obligations that were subject to Aggregated Reinvestments.

Such other information as any Hedge Counterparty, any Rating Agency or (xxvii)the Portfolio Manager may reasonably request.If the Portfolio Manager elects to change from the use of the definition of “S&P CDO Monitor Test” to those set forth in Schedule 7 hereto in accordance with the definition of “S&P CDO Monitor Test”, the following information (with the terms used in clauses (A) through (H) below having the meanings assigned thereto in Schedule 7):

S&P CDO Monitor Adjusted BDR;(A)

S&P CDO Monitor SDR;(B)

S&P Default Rate Dispersion;(C)

S&P Expected Portfolio Default Rate;(D)

S&P Industry Diversity Measure;(E)

S&P Obligor Diversity Measure;(F)

S&P Regional Diversity Measure; and(G)

S&P Weighted Average Life.(H)

The “Recovery Rate Modifier” in the Recovery Rate Modifier Matrix that (xxviii)corresponds to the then-applicable “row/column combination.”

With respect to any DIP Collateral Obligation, whether the Moody’s(xxix)Derived Rating of such DIP Collateral Obligation was determined under the definition ofthe term “Moody’s Derived Rating.”

Such other information as any Hedge Counterparty, any Rating Agency or (xxx)the Portfolio Manager may reasonably request.

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Upon receipt of each Monthly Report, the Trustee shall, if the Trustee is not thesame Person as the Collateral Administrator, compare the information contained in such MonthlyReport to the information contained in its records with respect to the Assets and shall, withinthree Business Days after receipt of such Monthly Report, notify the Issuer, the CollateralAdministrator, the Portfolio Manager, and the Rating Agencies if the information contained inthe Monthly Report does not conform to the information maintained by the Trustee with respectto the Assets. In the event that any discrepancy exists, the Collateral Administrator and theIssuer, or the Portfolio Manager on behalf of the Issuer, shall attempt to resolve the discrepancy.If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Daysnotify the Portfolio Manager, who shall, on behalf of the Issuer, request the Independentaccountants appointed by the Issuer pursuant to Section 10.9 to perform agreed upon procedureson such Monthly Report and the Trustee’s and Collateral Administrator’s records to determinethe cause of such discrepancy. If such agreed upon procedures reveal an error in the MonthlyReport or the Trustee’s or the Collateral Administrator’s records, the Monthly Report or theTrustee’s and Collateral Administrator’s records shall be revised accordingly and, as so revised,shall be utilized in making all calculations pursuant to this Indenture and notice of any error inthe Monthly Report shall be sent as soon as practicable by the Issuer to all recipients of suchreport.

Payment Date Accounting. The Issuer shall render (or cause to be(b)rendered) a report (each a “Distribution Report”), determined as of the close of business on eachDetermination Date preceding a Payment Date, and shall make available such DistributionReport (including, via appropriate electronic means) to the Trustee, the Portfolio Manager, theInitial Purchaser and the Rating Agencies and, upon written request therefor, any Holder shownon the Register and, upon written notice to the Trustee in the form of Exhibit DC, any beneficialowner of a Note not later than the Business Day preceding the related Payment Date. TheDistribution Report shall contain the following information (based, in part, on informationprovided by the Portfolio Manager):

the information required to be in the Monthly Report pursuant to Section (i)10.7(a);

(a) the Aggregate Outstanding Amount of the Secured Notes of each Class(ii)at the beginning of the Interest Accrual Period and such amount as a percentage of theoriginal Aggregate Outstanding Amount of the Secured Notes of such Class, the amountof principal payments to be made on the Secured Notes of each Class on the nextPayment Date, the amount of any Deferred Interest on each Class of Deferrable Notes,and the Aggregate Outstanding Amount of the Secured Notes of each Class after givingeffect to the principal payments, if any, on the next Payment Date and such amount as apercentage of the original Aggregate Outstanding Amount of the Secured Notes of suchClass and (b) the Aggregate Outstanding Amount of the Subordinated Notes at thebeginning of the Interest Accrual Period and such amount as a percentage of the originalAggregate Outstanding Amount of the Subordinated Notes, the amount of payments to bemade on the Subordinated Notes in respect of Subordinated Note Redemption Price onthe next Payment Date, and the Aggregate Outstanding Amount of the SubordinatedNotes after giving effect to such payments, if any, on the next Payment Date and such

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amount as a percentage of the original Aggregate Outstanding Amount of theSubordinated Notes;

the Note Interest Rate and accrued interest for each applicable Class of(iii)Secured Notes for such Payment Date;

the amounts payable pursuant to each Clauseclause of Section 11.1(a)(i) (iv)and, each Clauseclause of Section 11.1(a)(ii) and, each Clauseclause of Section 11.1(a)(iii), each clause of Section 11.1(a)(iv) and each clause of Section 11.1(a)(v) onthe related Payment Date;

for the Collection Account:(v)

the Balance on deposit in the Collection Account at the end of the(A)related Collection Period (or, with respect to the Interest Collection Account, thenext Business Day);

the amounts payable from the Collection Account to the Payment(B)Account (as of the related Determination Date), in order to make paymentspursuant to Section 11.1(a)(i) and, Section 11.1(a)(ii) and, Section 11.1(a)(iii), Section 11.1(a)(iv) and Section 11.1(a)(v) on the next Payment Date (net of (i)amounts which the Portfolio Manager has committed to invest in additionalCollateral Obligations pursuant to Article XII, (ii) during the ReinvestmentPeriod, Principal Proceeds received in the last 30 days of the related CollectionPeriod and (iii) after the Reinvestment Period, Principal Proceeds received withrespect to sales of Credit Risk Obligations and Unscheduled Principal Paymentsreceived in the last 30 days of the related Collection Period); and

the Balance remaining in the Collection Account immediately after(C)all payments and deposits to be made on such Payment Date; and

such other information as the Trustee, any Hedge Counterparty or the(vi)Portfolio Manager may reasonably request.

Each Distribution Report shall constitute instructions to the Trustee to withdrawfunds from the Payment Account and pay or transfer such amounts set forth in DistributionReport in the manner specified and in accordance with the priorities established in Section 11.1and Article XIII.

Interest Rate Notice. The Trustee shall make available to each Holder of(c)Secured Notes, as soon as reasonably practicable but in any case no later than the sixth BusinessDay after each Payment Date, a notice setting forth the Note Interest Rate for such Notes for theInterest Accrual Period preceding the next Payment Date. The Trustee shall also make availableto the Issuer and each Holder of Notes, as soon as reasonably practicable but in any case no laterthan the sixth Business Day after each Interest Determination Date (or Notional Determination Date, as applicable), a notice setting forth LIBOR for the Interest Accrual Period (or Notional Accrual Period, as applicable) following such Interest Determination Date or Notional Determination Date.

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Failure to Provide Accounting. If the Trustee shall not have received any(d)accounting provided for in this Section 10.7 on the first Business Day after the date on whichsuch accounting is due to the Trustee, the Issuer shall use all reasonable efforts to cause suchaccounting to be made by the applicable Payment Date. To the extent the Issuer is required toprovide any information or reports pursuant to this Section 10.7 as a result of the failure toprovide such information or reports, the Issuer (with the assistance of the Portfolio Manager)shall be entitled to retain Independent certified public accountants, which may or may not be theIndependent accountants appointed by the Issuer pursuant to Section 10.9, in connectiontherewith.

Required Content of Certain Reports. Each Monthly Report and each(e)Distribution Report sent to any Holder or beneficial owner of an interest in a Note shall contain,or be accompanied by, the following notices:

The Notes may be beneficially owned only by Persons that (a)(i) are not U.S.persons (within the meaning of Regulation S under the United States Securities Act of1933, as amended) and are purchasing their beneficial interest in an offshore transactionor (ii) are either (A)(1) qualified institutional buyers (“Qualified Institutional Buyers”)within the meaning of Rule 144A and (2) qualified purchasers (as defined in Section2(a)(51) of the Investment Company Act) (“Qualified Purchasers”) and (B) in the case ofCertificated Notes only, (1) institutional accredited investors meeting the requirements ofRule 501(a)(1), (2), (3) or (7) under the Securities Act and (2) Qualified Purchasers and(b) can make the representations set forth in Section 2.6 or the appropriate Exhibit to thisIndenture. Beneficial ownership interests in the Rule 144A Global Notes may betransferred only to a Person that is both a Qualified Institutional Buyer and a QualifiedPurchaser and that can make the representations referred to in clause (b) of the precedingsentence. The Issuer has the right to compel any beneficial owner of an interest in Rule144A Global Notes that does not meet the qualifications set forth in such clauses to sellits interest in such Notes, or may sell such interest on behalf of such owner, pursuant toSection 2.12.

Each Holder or beneficial owner of a Note receiving this report agrees to keep allnon-public information herein confidential and not to use such information for anypurpose other than its evaluation of its investment in the Note; provided, that any suchHolder or beneficial owner may provide such information on a confidential basis to anyprospective purchaser of such Holder’s or beneficial owner’s Notes that is permitted bythe terms of this Indenture to acquire such Holder’s or beneficial owner’s Notes and thatagrees to keep such information confidential in accordance with the terms of thisIndenture.

Initial Purchaser Information. The Issuer and the Initial Purchaser or any(f)successor to the Initial Purchaser may post the information contained in a Monthly Report orDistribution Report to a password-protected internet site accessible only to the Holders of theNotes, the Trustee and the Portfolio Manager.

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Availability of Reports. The Trustee will make the Monthly Report, the(g)Distribution Report and any notices or communications required to be provided to the Holderspursuant to the terms of this Indenture available to the Holders via its internet website on apassword protected basis. The Trustee’s internet website shall initially be located athttps://trustinvestorreporting.usbank.com (the “Trustee’s Website”). The Trustee shall have theright to change the way such statements are distributed, including changing or eliminating itswebsite or the way its website is accessed, in order to make such distribution more convenientand/or more accessible to the above parties and the Trustee shall provide timely and adequatenotification to all above parties regarding any such changes. As a condition to access to theTrustee’s Website, the Trustee may require registration and the acceptance of a disclaimer. TheTrustee will not be liable for the information it is directed or required to disseminate inaccordance with this Indenture. The Trustee shall be entitled to rely on but shall not beresponsible for the content or accuracy of any information provided in the information set forthin the Monthly Report and the Distribution Report and may affix thereto any disclaimer it deemsappropriate in its reasonable discretion. Upon written request of any Holder, the Trustee shallalso provide to such Holder copies of reports produced by the Portfolio Manager, this Indentureand the Portfolio Management Agreement.

(h) Irish Stock Exchange. So long as any Class of Notes is listed on the Irish Stock Exchange, the Issuer shall inform the Irish Stock Exchange, if the Ratings assigned to such Secured Notes are reduced or withdrawn.

Release of Securities. (a) The Issuer may, by Issuer OrderSection 10.8executed by an Authorized Officer of the Portfolio Manager, delivered to the Trustee no laterthan the settlement date for any sale of a security certifying that the sale of such security is beingmade in accordance with Section 12.1 and such sale complies with all applicable requirements ofSection 12.1, direct the Trustee to release or cause to be released such security from the lien ofthis Indenture and, upon receipt of such Issuer Order, the Trustee shall deliver any such security,if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or,if such security is a Clearing Corporation Security, cause an appropriate transfer thereof to bemade, in each case against receipt of the sales price therefor as specified by the PortfolioManager in such Issuer Order; provided, however, that the Trustee may deliver any such securityin physical form for examination in accordance with street delivery custom; provided, furtherthat, notwithstanding the foregoing, the Issuer shall not direct the Trustee to release any securitypursuant to this Section 10.8(a) following the occurrence and during the continuance of an Eventof Default unless (x) such release is in connection with a sale in accordance with Sections 12.1(a), (c), (d), (g), (h) or (i) or (y) the liquidation of the Assets has begun or the Trustee hasexercised any remedies of a Secured Party pursuant to Section 5.4(a)(iv) at the direction of aMajority of the Controlling Class.

If no Event of Default has occurred and is continuing and subject to(b)Article XII hereof, the Trustee shall upon an Issuer Order (i) deliver any Pledged Obligation, andrelease or cause to be released such security from the lien of this Indenture, which is set for anymandatory call or redemption or payment in full to the appropriate Paying Agent on or before thedate set for such call, redemption or payment, in each case against receipt of the call or

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redemption price or payment in full thereof and (ii) provide notice thereof to the PortfolioManager.

Upon receiving actual notice of any Offer (as defined below) or any(c)request for a waiver, consent, amendment or other modification with respect to any CollateralObligation, the Trustee on behalf of the Issuer shall promptly notify the Portfolio Manager ofany Collateral Obligation that is subject to a tender offer, voluntary redemption, exchange offer,conversion or other similar action (an “Offer”) or such request. Unless the Notes have beenaccelerated following an Event of Default, the Portfolio Manager shall have the exclusive rightto direct in writing (upon which the Trustee may conclusively rely) (x) the Trustee to accept orparticipate in or decline or refuse to participate in such Offer and, in the case of acceptance orparticipation, to release from the lien of this Indenture such Collateral Obligation in accordancewith the terms of the Offer against receipt of payment therefor, or (y) the Issuer or the Trustee toagree to or otherwise act with respect to such consent, waiver, amendment or modification;provided, that, in the absence of any such direction the Trustee shall not respond or react to suchoffer or request. If the Notes have been accelerated following an Event of Default, the Majorityof the Controlling Class shall have the exclusive right to direct in writing (upon which theTrustee may conclusively rely) (x) the Trustee to accept or participate in or decline or refuse toparticipate in such Offer and, in the case of acceptance or participation, to release from the lienof this Indenture such Collateral Obligation in accordance with the terms of the Offer againstreceipt of payment therefor, or (y) the Issuer or the Trustee to agree to or otherwise act withrespect to such consent, waiver, amendment or modification.

As provided in Section 10.2(a), the Trustee shall deposit any proceeds(d)received by it from the disposition of a Pledged Obligation in the applicable account under theCollection Account, unless simultaneously applied to the purchase of additional CollateralObligations or Eligible Investments as permitted under and in accordance with the requirementsof this Article X and Article XII.

The Trustee shall, upon receipt of an Issuer Order at such time as there are(e)no Secured Notes Outstanding and all obligations of the Co-Issuers hereunder have beensatisfied, release any remaining Assets from the lien of this Indenture.

Upon receipt by the Trustee of an Issuer Order from an Authorized Officer(f)of the Issuer or an Authorized Officer of the Portfolio Manager certifying that the transfer of anyTaxedTax Asset is being made in accordance with SectionsSection 7.16(l) and that all applicablerequirements of SectionsSection 7.16(l) have been or shall be satisfied, the Trustee shall releasesuch TaxedTax Asset and shall deliver such TaxedTax Asset as specified in such Issuer Order.

Any security, Collateral Obligation or amounts that are released pursuant(g)to Section 10.8(a), (b), (c) or (f) shall be released from the lien of this Indenture.

Reports by Independent Accountants. (a) Prior to the delivery ofSection 10.9any reports or certificates of accountants required to be prepared to be pursuant to the termshereof, the Issuer shall appoint one or more firms of Independent certified public accountants ofrecognized international reputation for purposes of performing agreed upon procedures requiredby this Indenture, which may be the firm of Independent certified public accountants that

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performs accounting services for the Issuer or the Portfolio Manager. The Issuer may removeany firm of Independent certified public accountants at any time without the consent of anyHolder of Notes. Upon any resignation by such firm or removal of such firm by the Issuer, theIssuer (or the Portfolio Manager on behalf of the Issuer) shall promptly appoint by Issuer Orderdelivered to the Trustee a successor thereto that shall also be a firm of Independent certifiedpublic accountants of recognized international reputation, which may be a firm of Independentcertified public accountants that performs accounting services for the Issuer or the PortfolioManager. If the Issuer shall fail to appoint a successor to a firm of Independent certified publicaccountants which has resigned within 30 days after such resignation, the Issuer shall promptlynotify the Trustee of such failure in writing. If the Issuer shall not have appointed a successorwithin ten days thereafter, the Trustee shall promptly notify the Portfolio Manager, who shallappoint a successor firm of Independent certified public accountants of recognized internationalreputation. The fees of such Independent certified public accountants and its successor shall bepayable by the Issuer as an Administrative Expense.

In connection with the delivery of each Distribution Report, the Issuer(b)shall cause to be delivered to the Trustee, the Collateral Administrator and the Portfolio Manageran Accountants’ Report for such Distribution Report (i) indicating that such firm has performedagreed upon procedures to recalculate certain of the calculations within such Distribution Report(excluding the S&P CDO Monitor Test) to assist the Collateral Administrator in determiningwhether the Collateral Administrator’s calculations have been performed in accordance with theapplicable provisions of this Indenture and (ii) listing the Aggregate Principal Balance of thePledged Obligations and the Aggregate Principal Balance of the Collateral Obligations securingthe Secured Notes as of the immediately preceding Determination Date; provided, however, thatin the event of a conflict between such firm of Independent certified public accountants and theIssuer with respect to any matter in this Section 10.9, the finding by such firm of Independentcertified public accountants shall be conclusive.

Upon the written request of the Trustee, or any Holder of a Subordinated(c)Note, the Issuer shall cause the firm of Independent certified public accountants appointedpursuant to Section 10.9(a) to provide any Holder of Notes (subject to the execution by suchHolder of any access letter and/or other documentation or certification generally required bysuch firm of Independent certified public accountants as a condition of providing access to itsreports) with all of the information required to be provided by the Issuer or pursuant to Section 7.16 or assist the Issuer in the preparation thereof.

In the event the firm of Independent certified public accountants requires(d)the Trustee and/or the Collateral Administrator to agree to the procedures performed by suchfirm or execute an access letter or any agreement in order to access its report, the Issuer herebydirects the Trustee and the Collateral Administrator, as the case may be, to so agree or executeany such access letter or agreement; it being understood and agreed that the Trustee and theCollateral Administrator, as the case may be, will make such agreements in conclusive relianceon the foregoing direction of the Issuer, and neither the Trustee nor the Collateral Administratorshall make inquiry or investigation as to, and each shall have no obligation in respect of, thesufficiency, validity or correctness of the agreed upon procedures in respect of such engagement.In addition, the Trustee and the Collateral Administrator shall be authorized, without liability onits part, to execute and deliver any acknowledgement or other agreement with such firm of

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Independent accountants required for the Trustee (or Collateral Administrator, as applicable) toreceive any of the certificates, reports or instructions provided for herein, whichacknowledgement, access letter or agreement may include, among other things, (i)acknowledgement that the Issuer has agreed that the procedures to be performed by theIndependent accountants are sufficient for relevant purposes, (ii) releases by the Trustee (onbehalf of itself and/or the Holders) and the Collateral Administrator of any claims, liabilities, andexpenses arising out of or relating to such Independent accountant’s engagement, agreed-uponprocedures or any report issued by such Independent accountants under any such engagementand acknowledgement of other limitations of liability in favor of the Independent accountants,and (iii) restrictions or prohibitions on the disclosure of any such certificates, reports or otherinformation or documents provided to it by such firm of Independent accountants (including tothe Holders). Notwithstanding the foregoing, in no event shall the Trustee or the CollateralAdministrator be required to execute any agreement in respect of the Independent accountantsthat the Trustee or the Collateral Administrator, as the case may be, reasonably determines maysubject it to risk of expenses or liability for which it is not adequately indemnified or otherwiseadversely affects it.

Reports to Rating Agencies. In addition to the information andSection 10.10reports specifically required to be provided to each Rating Agency pursuant to the terms of thisIndenture (with the exception of any Accountants’ Report), the Issuer shall provide to eachRating Agency all information or reports delivered to the Trustee hereunder, and such additionalinformation as either Rating Agency may from time to time reasonably request (including, withrespect to credit estimates, notification to Moody’s and S&P of any material modification thatwould result in substantial changes to the terms of any loan document relating to a CollateralObligation or any release of collateral thereunder not permitted by such loan documentation) inaccordance with Section 14.3(b) hereof. The Issuer shall notify Moody’s and S&P of anytermination, modification or amendment to the Portfolio Management Agreement, the CollateralAdministration Agreement, the Securities Account Control Agreement or any other agreement towhich it is party in connection with any such agreement or this Indenture and shall notify S&Pand Moody’s of any material breach by any party to any such agreement of which it has actualknowledge. The Issuer shall notify Moody’s and S&P of any Specified Event (such notice to besent to S&P by email to [email protected]@spglobal.com).

Procedures Relating to the Establishment of Accounts Controlled Section 10.11by the Trustee. Notwithstanding anything else contained herein, the Trustee is hereby directed,with respect to each of the Accounts, to enter into the Securities Account Control Agreementwith the Securities Intermediary. The Trustee shall have the right to open such subaccounts ofany such account as it deems necessary or appropriate for convenience of administration.

ARTICLE XI

APPLICATION OF MONIES

Disbursements of Monies from Payment Account. (a)Section 11.1Notwithstanding any other provision in this Indenture, but subject to the other subsections of thisSection 11.1, on each Payment Date, the Trustee shall disburse amounts transferred, if any, from

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the Collection Account to the Payment Account pursuant to Section 10.2 in accordance with thefollowing priorities (the “Priority of Payments”); provided that, except with respect to aPost-Acceleration Payment Date or the Stated Maturity (x) amounts transferred, if any, from theInterest Collection Account shall be applied solely in accordance with Section 11.1(a)(i); and (y)amounts transferred, if any, from the Principal Collection Account shall be applied solely inaccordance with Section 11.1(a)(ii).

On each Payment Date (other than a Post-Acceleration Payment Date or(i)the Stated Maturity), Interest Proceeds on deposit in the Collection Account, to the extentreceived on or before the related Determination Date (or if such Determination Date isnot a Business Day, the next succeeding Business Day) and that are transferred into thePayment Account, and, in the case of any Hedge Agreements, payments received on orbefore such Payment Date, will be applied in the following order of priority:

(1) first, to the payment of taxes and governmental fees owing by(A)the Issuer or the Co-Issuer, if any, and (2) second, to the payment of the accruedand unpaid Administrative Expenses, in the priority stated in the definitionthereof, up to the Administrative Expense Cap;

(1) first, to the payment of any accrued and unpaid Base(B)Management Fee due to the Portfolio Manager on such Payment Date plus anyBase Management Fee that remains due and unpaid in respect of any priorPayment Date until all such amounts have been paid in full and (2) second, at the election of the Portfolio Manager, to the payment of the Portfolio Manager of any accrued and unpaid Cumulative Deferred Base Management Fee; provided that, no amount of previously deferred Base Management Fee which the Portfolio Manager has elected to receive will be paid on such Payment Date to the extent that such payment would cause the deferral or non-payment of interest on any Class of Secured Notes;

to the payment pro rata of (1) any amounts due to a Hedge(C)Counterparty under a Hedge Agreement other than amounts due as a result of thetermination (or partial termination) of such Hedge Agreement and (2) anyamounts due to a Hedge Counterparty under a Hedge Agreement pursuant to anearly termination (or partial termination) of such Hedge Agreement as a result ofa Priority Hedge Termination Event;

to the payment of (1) first, accrued and unpaid interest (including (D)defaulted interest thereon) on the Class X Notes and the Class A-1 Notes-1 Notes, pro rata, allocated based on amounts due, (2) second, the Class X Principal Amortization Amount for such Payment Date and (3) third, any Unpaid Class X Principal Amortization Amount as of such Payment Date;

to the payment of accrued and unpaid interest (including defaulted(E)interest thereon) on the Class A-2 Notes;

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if either of the Class A Coverage Tests (except, in the case of the(F)Interest Coverage Test, if such Payment Date is the first Payment Date after theClosing Date) is not satisfied on the related Determination Date, to makepayments in accordance with the Note Payment Sequence to the extent necessaryto cause all Class A Coverage Tests that are applicable on such Payment Date tobe satisfied on a pro forma basis after giving effect to all payments pursuant tothis clause (F);

to the payment of accrued and unpaid interest (excluding Deferred(G)Interest but including interest on Deferred Interest) on the Class B Notes;

if either of the Class B Coverage Tests (except, in the case of the(H)Interest Coverage Test, if such Payment Date is the first Payment Date after theClosing Date) is not satisfied on the related Determination Date, to makepayments in accordance with the Note Payment Sequence to the extent necessaryto cause all Class B Coverage Tests that are applicable on such Payment Date tobe satisfied on a pro forma basis after giving effect to all payments pursuant tothis clause (H);

to the payment of any Deferred Interest on the Class B Notes;(I)

to the payment of accrued and unpaid interest (excluding Deferred(J)Interest but including interest on Deferred Interest) on the Class C Notes;

if either of the Class C Coverage Tests (except, in the case of the(K)Interest Coverage Test, if such Payment Date is the first Payment Date after theClosing Date) is not satisfied on the related Determination Date, to makepayments in accordance with the Note Payment Sequence to the extent necessaryto cause all Class C Coverage Tests that are applicable on such Payment Date tobe satisfied on a pro forma basis after giving effect to all payments pursuant tothis clause (K);

to the payment of any Deferred Interest on the Class C Notes;(L)

to the payment of accrued and unpaid interest (excluding Deferred(M)Interest but including interest on Deferred Interest) on the Class D Notes;

if either of the Class D Coverage Tests (except, in the case of the(N)Interest Coverage Test, if such Payment Date is the first Payment Date after theClosing Date) is not satisfied on the related Determination Date, to makepayments in accordance with the Note Payment Sequence to the extent necessaryto cause all Class D Coverage Tests that are applicable on such Payment Date tobe satisfied on a pro forma basis after giving effect to all payments pursuant tothis clause (N);

to the payment of any Deferred Interest on the Class D Notes;(O)

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to the payment of accrued and unpaid interest (excluding Deferred(P)Interest but including interest on Deferred Interest) on the Class E Notes;

(Q) if the Class E Coverage Test is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause the Class E Coverage Test to be satisfied on a pro forma basis after giving effect to all payments pursuant to this clause (Q);

to the payment of any Deferred Interest on the Class E Notes;(Q)

during the Reinvestment Period, if the Reinvestment(R)Overcollateralization Test is not satisfied on the related Determination Date, fordeposit to the Collection Account as Principal Proceeds in an amount equal to thelesser of (i) 50% of the remaining Interest Proceeds after application of InterestProceeds pursuant to (A) through (RQ) above and (ii) the amount necessary tocause the Reinvestment Overcollateralization Test to be satisfied as of suchDetermination Date, after application of Principal Proceeds as described inSection 11.1(a)(ii) below on the current Payment Date;

(T) to the payment of any indemnities due to the Trustee in each of its capacities under this Indenture and the Collateral Administrator under this Indenture and the Collateral Administration Agreement not paid pursuant to clause (A)(2) above due to the limitation contained therein, in an amount equal to the lesser of (x) the amount of such unpaid indemnities and (y) the excess, if any, of (1) a cumulative amount of $75,000 over (2) the aggregate amount of all payments made prior to such Payment Date pursuant to this clause (T);

(1) first, any accrued and unpaid Subordinated Management Fee,(S)together with interest thereon if previously deferred due to the operation of thePriority of Payments (after giving effect to any Current Deferred ManagementFee in respect of such Payment Date) and (2) second, at the election of thePortfolio Manager, any accrued and unpaid Cumulative Deferred SubordinatedManagement Fee;

to the payment of any Administrative Expenses not paid pursuant(T)to clausesclause (A)(2) or (T) above due to the limitation contained therein;

any amounts due to any Hedge Counterparty under any Hedge(U)Agreement pursuant to an early termination (or partial termination) of any HedgeAgreement not otherwise paid pursuant to clause (C) above;

at the direction of the Portfolio Manager (in its sole discretion), to(V)deposit in the Supplemental Reserve Account the amount (which amount may beall or a portion of any remaining Interest Proceeds) designated by the PortfolioManager for application to a Permitted Use; provided that (i) the amountdeposited into the Supplemental Reserve Account pursuant to this clause (XV) on

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such Payment Date may not exceed $1,000,000 and (ii) after giving effect to anydeposit into the Supplemental Reserve Account pursuant to this clause (XV) onsuch Payment Date, amounts on deposit in the Supplemental Reserve Accountmay not exceed $5,000,000;

to pay the Holders of the Subordinated Notes in an amount(W)necessary (taking into account all payments made to the Holders of theSubordinated Notes on prior Payment Dates) to cause the Incentive ManagementFee Threshold to be satisfied; provided that if, with respect to any Payment Datefollowing the end of the Ramp-Up Period upon which a Moody’s Ramp-UpFailure or an S&P Rating Failure has occurred and is continuing, such amountsavailable for distribution pursuant to this clause (YW) shall instead be used firstfor application as Principal Proceeds pursuant to Section 11.1(a)(ii) at thedirection of the Portfolio Manager as either a payment on the Secured Notes or toreinvest in additional Collateral Obligations on such Payment Date in an amountsufficient to obtain Moody’s and S&P’s confirmation of the Initial Ratings ofeach applicable Class of the Secured Notes (or, to the extent a Moody’s EffectiveDate Deemed Rating Confirmation has occurred, S&P’s written confirmation ofthe Initial Ratings of the Secured Notes), and thereafter, at the election of thePortfolio Manager subject to the requirements described under Section 7.17(d),retained in the Interest Collection Account as Interest Proceeds; and

any remaining Interest Proceeds shall be paid as follows: (i) 20%(X)of such remaining Interest Proceeds to the Portfolio Manager as the IncentiveManagement Fee and (ii) 80% of such remaining Interest Proceeds to the Holdersof the Subordinated Notes.

On each Payment Date (other than a Post-Acceleration Payment Date or(ii)the Stated Maturity), Principal Proceeds that have been transferred to the PaymentAccount pursuant to Section 10.2 (which will not include (i) amounts required to meetfunding requirements with respect to Delayed Drawdown Collateral Obligations andRevolving Collateral Obligations that are deposited in the Revolver Funding Account, (ii)during the Reinvestment Period, Principal Proceeds that have previously been reinvestedin Collateral Obligations or that the Portfolio Manager intends (with notice to the Trusteeand the Collateral Administrator) to invest in Collateral Obligations during the nextInterest Accrual Period (in the case of this clause (ii), it being understood that thePortfolio Manager may designate Principal Proceeds that it intends to reinvest inCollateral Obligations during the next Interest Accrual Period as set forth above unlesssuch next Interest Accrual Period will occur (in whole or in part) after the end of theReinvestment Period, in which case, only Principal Proceeds relating to purchases ofCollateral Obligations for which the trade date has occurred and the settlement date hasnot occurred may be so retained or (iii) following the Reinvestment Period, PrincipalProceeds received from Reinvestable Obligations) shall be applied in the following orderof priority:

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to pay the amounts referred to in clauses (A) through (E) of(A)Section 11.1(a)(i) (and in that order and in the same manner and order of prioritystated therein), but only to the extent not paid in full thereunder;

to pay the amounts referred to in clause (F) of Section 11.1(a)(i)(B)but only to the extent not paid in full thereunder and to the extent necessary tocause all Class A Coverage Tests that are applicable on such Payment Date to bemet as of the related Determination Date on a pro forma basis after giving effectto any payments made through this clause (B);

if the Class B Notes are or would become the Controlling Class on(C)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class B Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (G) ofSection 11.1(a)(i) to the extent not paid in full thereunder;

to pay the amounts referred to in clause (H) of Section 11.1(a)(i)(D)but only to the extent not paid in full thereunder and to the extent necessary tocause all Class B Coverage Tests that are applicable on such Payment Date to bemet as of the related Determination Date on a pro forma basis after giving effectto any payments made through this clause (D);

if the Class B Notes are or would become the Controlling Class on(E)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class B Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (I) ofSection 11.1(a)(i) to the extent not paid in full thereunder;

if the Class C Notes are or would become the Controlling Class on(F)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class C Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (J) ofSection 11.1(a)(i) to the extent not paid in full thereunder;

to pay the amounts referred to in clause (K) of Section 11.1(a)(i)(G)but only to the extent not paid in full thereunder and to the extent necessary tocause all Class C Coverage Tests that are applicable on such Payment Date to bemet as of the related Determination Date on a pro forma basis after giving effectto any payments made through this clause (G);

if the Class C Notes are or would become the Controlling Class on(H)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class C Notes will be paid in full on such Payment Date

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(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (L) ofSection 11.1(a)(i) to the extent not paid in full thereunder;

if the Class D Notes are or would become the Controlling Class on(I)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class D Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (M) ofSection 11.1(a)(i) to the extent not paid in full thereunder;

to pay the amounts referred to in clause (N) of Section 11.1(a)(i)(J)but only to the extent not paid in full thereunder and to the extent necessary tocause all Class D Coverage Tests that are applicable on such Payment Date to bemet as of the related Determination Date on a pro forma basis after giving effectto any payments made through this clause (J);

if the Class D Notes are or would become the Controlling Class on(K)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class D Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (O) ofSection 11.1(a)(i) to the extent not paid in full thereunder;

if the Class E Notes are or would become the Controlling Class on(L)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class E Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (P) ofSection 11.1(a)(i) to the extent not paid in full thereunder;

(M) to pay the amounts referred to in clause (Q) of Section 11.1(a)(i) above but only to the extent not paid in full thereunder and to the extent necessary to cause the Class E Coverage Test to be met as of the related Determination Date on a pro forma basis after giving effect to any payments made through this clause (M);

if the Class E Notes are or would become the Controlling Class on(M)such Payment Date or if all principal of and interest on all Priority Classes withrespect to the Class E Notes will be paid in full on such Payment Date(determined after application of the Priority of Payments on a pro forma basis asof the related Determination Date), to pay the amounts referred to in clause (RQ)of Section 11.1(a)(i) above to the extent not paid in full thereunder;

(1) (A) if the Secured Notes are to be redeemed on such Payment(N)Date in connection with a Tax Event, an Optional Redemption or a Clean-Up CallRedemption, to the payment of the Redemption Price (without duplication of any

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payments received by any Class of Secured Notes pursuant to Section 11.1(a)(i)above or under clause (A) through (N) of this Section 11.1(a)(ii)) in accordancewith the Note Payment Sequence and (B) on any Payment Date that is a SpecialRedemption Date, to make payments in the amount of the Special RedemptionAmount, if any, at the election of the Portfolio Manager, in accordance with theNote Payment Sequence, or (2) on any Payment Date on or after the SecuredNotes have been paid in full, if the Subordinated Notes are to be redeemed on such Payment Date in connection with an Optional Redemption or a Clean-Up Call Redemption of the Subordinated Notes, the remaining funds after paymentof, or establishment of, a reasonable reserve for Administrative Expenses for,payment of all amounts payable prior to the Subordinated Notes in accordancewith Section 11.1(a)(ii) will be distributed to the Holders of the SubordinatedNotes in redemption of such Subordinated Notes; provided that if, with respect toany Payment Date following the end of the Ramp-Up Period upon which aMoody’s Ramp-Up Failure or an S&P Rating Failure has occurred and iscontinuing, such amounts available for distribution pursuant to this clause (ON)shall instead be used first for application as Principal Proceeds at the direction ofthe Portfolio Manager as either a payment on the Secured Notes or to reinvest inadditional Collateral Obligations on such Payment Date in an amount sufficient toobtain Moody’s and S&P’s confirmation of the Initial Ratings of each applicableClass of the Secured Notes (or, to the extent a Moody’s Effective Date DeemedRating Confirmation has occurred, S&P’s written confirmation of the InitialRatings of the Secured Notes);

during the Reinvestment Period, to the Collection Account as(O)Principal Proceeds to invest in Eligible Investments (pending the purchase ofadditional Collateral Obligations) and/or to the purchase of additional CollateralObligations;

after the Reinvestment Period, at the election of the Portfolio (P)Manager, Principal Proceeds received with respect to any Reinvestable Obligationto the Collection Account as Principal Proceeds to invest in Eligible Investments(pending the purchase of additional Collateral Obligations) and/or to the purchaseof additional Collateral Obligations;

after the Reinvestment Period, to make payments in accordance(Q)with the Note Payment Sequence;

after the Reinvestment Period, to pay the amounts referred to in(R)clauses (S), (T), (U), (V), (W) and (YW) of Section 11.1(a)(i) only to the extentnot already paid (in that order and in the same manner and order of priority statedtherein but without regard to any limitations therein); and

after the Reinvestment Period, any remaining Principal Proceeds(S)shall be paid as follows: (i) 20% of such remaining Principal Proceeds to thePortfolio Manager as the Incentive Management Fee and (ii) 80% of suchremaining Principal Proceeds to the Holders of the Subordinated Notes.

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On each Post-Acceleration Payment Date or on the Stated Maturity, all(iii)Interest Proceeds and all Principal Proceeds that are transferred to the Payment Accountin accordance with Section 10.2 shall be applied in the following order of priority:

to pay all amounts under clauses (A) through (C) of Section (A)11.1(a)(i) in that order and in the same manner and order of priority and subject tothe limitations stated therein; provided that the Administrative Expense Cap shallnot apply to amounts payable (including indemnities) to the Trustee or to theBank in each of its other capacities under the Transaction Documents followingcommencement of the liquidation of the Assets pursuant to Article V herein;

to the payment of accrued and unpaid interest (and defaulted (B)interest thereon) on the Class A--1 Notes until such amount hasamounts havebeen paid in full;

to the payment of principal of the Class A-1 Notes until such (C)amount has been paid in full;

to the payment of accrued and unpaid interest on the Class X Notes (D)until such amounts have been paid in full;

to the payment of principal of the Class X Notes until such amount(E)has been paid in full;

to the payment of accrued and unpaid interest (and defaulted(F)interest thereon) on the Class A-2 Notes until such amount has been paid in full;

to the payment of principal of the Class A-2 Notes until such(G)amount has been paid in full;

to the payment of first accrued and unpaid interest and then any(H)Deferred Interest on the Class B Notes until such amounts have been paid in full;

to the payment of principal of the Class B Notes until such amount(I)has been paid in full;

to the payment of first accrued and unpaid interest and then any(J)Deferred Interest on the Class C Notes until such amounts have been paid in full;

to the payment of principal of the Class C Notes until such amount(K)has been paid in full;

to the payment of first accrued and unpaid interest and then any(L)Deferred Interest on the Class D Notes until such amounts have been paid in full;

to the payment of principal of the Class D Notes until such amount(M)has been paid in full;

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to the payment of first accrued and unpaid interest and then any(N)Deferred Interest on the Class E Notes until such amounts have been paid in full;

to the payment of principal of the Class E Notes until such amount(O)has been paid in full;

(N) to pay the amounts referred to in clause (T) of Section 11.1(a)(i) only to the extent not already paid;

to the payment of (1) first, any Administrative Expenses not paid(P)pursuant to clause (A) above due to the Administrative Expense Cap (in thepriority stated therein) and (2) second, pro rata any amounts due to any HedgeCounterparty under any Hedge Agreement pursuant to an early termination (orpartial termination) of such Hedge Agreement not otherwise paid pursuant toclause (A) above;

to the payment of (1) first, any accrued and unpaid Subordinated(Q)Management Fee, together with interest thereon if previously deferred due to theoperation of the Priority of Payments, and (2) second, any accrued and unpaidCumulative Deferred Subordinated Management Fee;

to the Holders of the Subordinated Notes until the Incentive(R)Management Fee Threshold has been satisfied; and

(i) 20% of the remaining Interest Proceeds and Principal Proceeds(S)to the Portfolio Manager as the Incentive Management Fee and (ii) 80% of theremaining Interest Proceeds and Principal Proceeds to the Holders of theSubordinated Notes.

On any Partial Redemption Date, Partial Redemption Interest Proceeds (iv)and either Refinancing Proceeds or Re-Pricing Proceeds, as applicable, will be distributed (after the application of Interest Proceeds under the Section 11.1(a)(i) if such date is otherwise a Payment Date) in the following order of priority:

to pay the Redemption Price, in sequential order, of each Class of (A)Secured Notes being redeemed, without duplication of any payments received by any such Class pursuant to other clauses of the Priority of Payments;

to pay Administrative Expenses related to the Refinancing or (B)Re-Pricing; and

any remaining amounts to the Collection Account as Principal (C)Proceeds.

On any Regulatory Refinancing Date (unless the principal of the Secured (v)Notes has been declared to be or has otherwise become immediately due and payable pursuant to Section 5.2; provided that such declaration has not been rescinded or

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annulled), Regulatory Refinancing Proceeds and Regulatory Refinancing Interest Proceeds (after the application of Interest Proceeds pursuant to Section 11.1(a)(i) and Principal Proceeds pursuant to Section 11.1(a)(ii) if such date is otherwise a Payment Date), shall be applied in the following order of priority (the “Priority of Regulatory Refinancing Proceeds”):

to pay the Regulatory Refinancing Redemption Price of the (A)Specified Percentage of each Class of Notes being redeemed, with the Regulatory Refinancing Redemption Price of each Priority Class being paid in full prior to the payment of the Regulatory Refinancing Redemption Price of any Junior Class;

to pay Administrative Expenses related to the Regulatory (B)Refinancing; and

any remaining amounts, to the Interest Collection Account as (C)Interest Proceeds.

For the avoidance of doubt, on the Stated Maturity, the Trustee shall not(b)make any payments to the Holders of the Subordinated Notes until all other amounts payablepursuant to the Priority of Payments have been paid including, without limitation, AdministrativeExpenses (without regard for the Administrative Expense Cap).

If on any Payment Date the amount available in the Payment Account is(c)insufficient to make the full amount of the disbursements required by the Distribution Report, theTrustee shall make the disbursements called for in the order and according to the priority setforth under Section 11.1(a) above to the extent funds are available therefor.

In connection with the application of funds to pay Administrative(d)Expenses of the Issuer or the Co-Issuer, as the case may be, in accordance with Sections 11.1(a)(i), (ii) and, (iii), (iv) and (v), the Trustee shall remit such funds, to the extent available,as directed and designated in an Issuer Order (which may be in the form of standing instructions)delivered to the Trustee no later than the Business Day prior to each Payment Date.

In the event that the Hedge Counterparty defaults in the payment of its(e)obligations to the Issuer under any Hedge Agreement on the date on which any payment is duethereunder, the Trustee shall make a demand on such Hedge Counterparty, or any guarantor, ifapplicable, demanding payment by 12:30 p.m., New York time, on such date. The Trustee shallgive notice as soon as reasonably practicable to the Holders of Notes, the Portfolio Manager andeach Rating Agency if such Hedge Counterparty continues to fail to perform its obligations fortwo Business Days following a demand made by the Trustee on such Hedge Counterparty, andshall take such action with respect to such continuing failure as may be directed to be takenpursuant to Section 5.13.

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ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONALCOLLATERAL OBLIGATIONS

Sales of Collateral Obligations. Subject to the satisfaction of theSection 12.1conditions specified in Section 12.3 and provided that no Event of Default has occurred and iscontinuing (except for sales pursuant to Sections 12.1(a), (c), (d), (e), (g), (h) and (i), unlessliquidation of the Assets has begun or the Trustee has exercised any remedies of a Secured Partypursuant to Section 5.4(a)(iv) at the direction of a Majority of the Controlling Class), thePortfolio Manager on behalf of the Issuer may in writing direct the Trustee to sell and theTrustee (on behalf of the Issuer) shall sell in the manner directed by the Portfolio Manager anyCollateral Obligation or Equity Security if, as certified by the Portfolio Manager, to the best ofits knowledge, such sale meets the requirements of any one of paragraphs (a) through (i) of thisSection 12.1.

Credit Risk Obligations. The Portfolio Manager may direct the Trustee to(a)sell any Credit Risk Obligation at any time during or after the Reinvestment Period withoutrestriction.

Credit Improved Obligations. The Portfolio Manager may direct the(b)Trustee to sell any Credit Improved Obligation at any time during or after the ReinvestmentPeriod without restriction.

Defaulted Obligations. The Portfolio Manager may direct the Trustee to(c)sell any Defaulted Obligation at any time during or after the Reinvestment Period withoutrestriction.

Equity Securities and Potential Tax Assets. The Portfolio Manager may(d)direct the Trustee to sell any Equity Security andor any Potential Tax Asset at any time during orafter the Reinvestment Period without restriction.

Stated Maturity, Optional Redemption, Redemption following a Tax (e)Event or Clean-Up Call Redemption. After the Issuer has notified the Trustee of an OptionalRedemption of the Secured Notes in whole (unless such Optional Redemption is funded solelywith Refinancing Proceeds), a redemption of the Secured Notes in connection with a Tax Event,an Optional Redemption of the Subordinated Notes in accordance with Section 9.2, a Clean-UpCall Redemption in accordance with Section 9.7 or otherwise in connection with the StatedMaturity, the Portfolio Manager shall sell (which sale may be through participation or otherarrangement) all or a portion of the Collateral Obligations if (i) the requirements of Article IX(including the certification requirements of Section 9.2(d)) are satisfied and (ii) in the case of an Optional Redemption, the Independent certified public accountants appointed by the Issuer pursuant to Section 10.9 have performed agreed upon procedures to recalculate the calculations contained in the certificate furnished by the Portfolio Manager pursuant to Section 9.2(d). . Ifany such sale is made through participation, the Issuer shall use reasonable efforts to cause suchparticipations to be converted to assignments within six months of the sale.

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Discretionary Sales. The Portfolio Manager may direct the Trustee to sell(f)any Collateral Obligation (other than one being sold pursuant to clauses (a) through (e) above) atany time if (i) after giving effect to such sale, the Aggregate Principal Balance of all CollateralObligations sold pursuant to this Section 12.1(f) during the preceding period of 12 calendarmonths (or, for the first 12 calendar months after the last day of the Ramp-Up Period, during theperiod commencing on the last day of the Ramp-Up Period) is not greater than 25[30]% of theCollateral Principal Amount as of the first day of such 12 calendar month period (or as of the last day of the Ramp-Up Period, as the case may beeach, a “Discretionary Sale”); and (ii) either:

at any time (1) the Disposition Proceeds from such sale are at least(A)equal to the Investment Criteria Adjusted Balance of such Collateral Obligation,or (2) after giving effect to such sale, the Aggregate Principal Balance of theCollateral Obligations (excluding the Collateral Obligation being sold) andEligible Investments constituting Principal Proceeds (including, withoutduplication, the anticipated net proceeds of such sale) shall be greater than theReinvestment Target Par Balance; or

during the Reinvestment Period, the Portfolio Manager shall use its(B)commercially reasonable efforts to purchase (on behalf of the Issuer), within 30Business Days after the settlement date on which such Collateral Obligation issold, one or more additional Collateral Obligations with an Aggregate PrincipalBalance at least equal to the Investment Criteria Adjusted Balance of such soldCollateral Obligations in compliance with the Investment Criteria.

For purposes of determining the percentage of Collateral Obligations sold duringany such period, the amount of any Collateral Obligations sold shall be reduced to the extent ofany purchases of Collateral Obligations of the same obligor (which are pari passu or senior tosuch sold Collateral Obligations) occurring within 20 Business Days of such sale (determinedbased upon the date of any relevant trade confirmation or commitment letter) so long as any suchCollateral Obligation was sold with the intention of purchasing a Collateral Obligation of thesame obligor (which would be pari passu or senior to such sold Collateral Obligation).

Mandatory Sales. The Portfolio Manager shall use commercially(g)reasonable efforts to sell each (i) Equity Security (other than Margin Stock) within 36 months of the date on which such Equity Security was received by the Issuer and (ii) Equity Security thatconstitutes Margin Stock or each Collateral Obligation that constitutes Margin Stock, not laterthan 45 days after the later of (x) the date of the Issuer’s acquisition thereof and (y) the date suchEquity Security or Collateral Obligation became Margin Stock. The Portfolio Manager shall either dispose of any Collateral Obligation with respect to which the Issuer will receive a Tax Asset or hold such Collateral Obligation through a Tax Subsidiary, in accordance with this Indenture.

Unsalable Assets. After the Reinvestment Period:(h)

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At the direction and discretion of the Portfolio Manager, the Trustee, at(i)the expense of the Issuer, may conduct an auction of Unsalable Assets in accordance withthe procedures described in clause (ii) below.

Promptly after receipt of such direction, the Trustee shall provide notice(ii)(in such form as is prepared by the Portfolio Manager) to the Holders (and, for so long asany Notes rated by S&P are Outstanding, S&P) of an auction, setting forth in reasonabledetail a description of each Unsalable Asset and the following auction procedures:

any Holder of Notes may submit a written bid to purchase one or(A)more Unsalable Assets no later than the date specified in the auction notice(which shall be at least 15 Business Days after the date of such notice);

each bid must include an offer to purchase for a specified amount(B)of Cash on a proposed settlement date no later than 20 Business Days after thedate of the auction notice;

if no Holder submits such a bid, unless delivery in kind is not(C)legally or commercially practicable, the Trustee shall provide notice thereof toeach Holder and offer to deliver (at no cost to the Holders or the Trustee) a prorata portion (as determined by the Portfolio Manager) of each unsold UnsalableAsset to the Holders of the most senior Class that provide delivery instructions tothe Trustee on or before the date specified in such notice, subject to minimumdenominations. To the extent that minimum denominations do not permit a prorata distribution, the Portfolio Manager shall identify and the Trustee shalldistribute the Unsalable Assets on a pro rata basis to the extent possible and thePortfolio Manager shall select by lottery the Holder to whom the remainingamount shall be delivered. The Trustee shall use commercially reasonable effortsto effect delivery of such interests. For the avoidance of doubt, any such deliveryto the Holders of Notes shall not operate to reduce the principal amount of therelated Class of Notes held by such Holders; and

if no such Holder provides delivery instructions to the Trustee, the(D)Trustee shall promptly notify the Portfolio Manager and offer to deliver (at nocost to the Trustee) the Unsalable Asset to the Portfolio Manager. If the PortfolioManager declines such offer, the Trustee shall take such action as directed by thePortfolio Manager (on behalf of the Issuer) to dispose of the Unsalable Asset,which may be by donation to a charity, abandonment or other means.

The Trustee shall have no duty, obligation or responsibility with respect to thesale of any Unsalable Asset under this Section 12.1(h) other than to act upon the instruction ofthe Portfolio Manager.

Notwithstanding anything contained herein to the contrary, pursuant to (i)Section 7.16(l) hereof, the Issuer may cause any TaxedPrior to the receipt of any Tax Asset (orthe Issuer’s interest therein to be transferredon the determination that an asset is a Potential Tax

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Asset), the Issuer will either sell the related Collateral Obligation or contribute it to a TaxSubsidiary in exchange for an interest in such Tax Subsidiary.

Purchase of Additional Collateral Obligations. On any date duringSection 12.2the Reinvestment Period (and after the Reinvestment Period, purchases made pursuant to Section 12.2(d)), the Portfolio Manager, on behalf of the Issuer, may, but shall not be required to (subjectto Section 12.2(d)), direct the Trustee to invest Principal Proceeds (and accrued interest receivedwith respect to any Collateral Obligation to the extent used to pay for accrued interest onadditional Collateral Obligations) in additional Collateral Obligations, and the Trustee shallinvest such proceeds, if, as certified by the Portfolio Manager, to the best of its knowledge, eachof the conditions specified in this Section 12.2 and Section 12.3 are met.

Investment Criteria. No Collateral Obligation may be purchased during or(a)after the Reinvestment Period unless the Portfolio Manager believes, in its commerciallyreasonable judgment, that each of the following conditions (except to the extent inconsistent withthe requirements of Section 12.2(d) below with respect to purchases of Collateral Obligationsfollowing the end of the Reinvestment Period, in which case the requirements of Section 12.2(d)shall apply) are satisfied as of the date it commits on behalf of the Issuer to make such purchaseor on the date of such purchase, in each case after giving effect to such purchase and all othersales or purchases previously or simultaneously committed to; provided that the conditions setforth in clauses (ii) through (v) below need only be satisfied with respect to purchases ofCollateral Obligations occurring after the end of the Ramp-Up Period:

such obligation is a Collateral Obligation;(i)

each Coverage Test shall be satisfied, or if not satisfied such Coverage(ii)Test shall be maintained or improved;

in the case of additional Collateral Obligations purchased with the(iii)proceeds from the sale of a CollateralCredit Improved Obligation pursuant to Section 12.1(b) or (f) hereofor the proceeds of a Discretionary Sale, after giving effect to suchpurchases either (1) the Aggregate Principal Balance of the Collateral Obligations shallbe maintained or increased measured against the Aggregate Principal Balance of theCollateral Obligations immediately prior to the applicable sale or (2) after giving effect tosuch purchases and sales, the Aggregate Principal Balance of the Collateral Obligations(excluding the Collateral Obligation being sold) and Eligible Investments constitutingPrincipal Proceeds (including, without duplication, the anticipated net proceeds of suchsale) shall be greater than or equal to the Reinvestment Target Par Balance;

in the case of additional Collateral Obligations purchased with the(iv)proceeds from the sale of a CollateralCredit Risk Obligation pursuant to Sections 12.1(a) or 12.1(c) hereofor a Defaulted Obligation, after giving effect to such purchases either (1)the Aggregate Principal Balance of all additional Collateral Obligations purchased withthe proceeds from such sale will at least equal the related Disposition Proceeds, (2) theAggregate Principal Balance of the Collateral Obligations will be maintained orincreased, measured against the Aggregate Principal Balance of the CollateralObligations immediately prior to such sale, or (3) the Aggregate Principal Balance of the

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Collateral Obligations (excluding the Collateral Obligation being sold) and EligibleInvestments constituting Principal Proceeds (including, without duplication, theanticipated net proceeds of such sale) will be greater than or equal to the ReinvestmentTarget Par Balance; and

either (A) each requirement or test, as the case may be, of the(v)Concentration Limitations and the Collateral Quality Test (except, in the case of anadditional Collateral Obligation purchased with the proceeds from the sale of a CreditRisk Obligation or a Defaulted Obligation, the S&P CDO Monitor Test) shall be satisfiedor (B) if any such requirement or test was not satisfied immediately prior to suchreinvestment, such requirement or test shall be maintained or improved after giving effectto the reinvestment;.

provided that clauses (ii) through (v) above need not be satisfied with respect to one single reinvestment if they are satisfied on an aggregate basis for a series of reinvestments occurring within an up to 10 Business Day period including the date of such reinvestment but ending no later than the end of the current Collection Period (an “Aggregated Reinvestment”) so long as (x) the Portfolio Manager notes in its records that the sales and purchases constituting such Aggregated Reinvestment are subject to this proviso, (y) the Aggregate Principal Balance of Aggregated Reinvestments does not exceed 5.0% of the Collateral Principal Amount at any time and (z) the Portfolio Manager reasonably believes that such clauses shall be satisfied on an aggregate basis for such Aggregated Reinvestment; provided, further, that the Collateral Quality Test in clause (v) above need not be satisfied with respect to any Defaulted Obligation acquired in a Bankruptcy Exchange; provided, further, that no Aggregated Reinvestment may result in the averaging of the purchase price of a Collateral Obligation or Collateral Obligations purchased at separate times for purposes of determining whether any particular Collateral Obligation is a Discount Obligation. If such clauses (ii) through (v) are not satisfied within such 10 Business Day period as the result of an Aggregated Reinvestment, the Portfolio Manager shall provide notice to S&P and thereafter the Issuer may not commence a subsequent Aggregated Reinvestment without either (x) satisfaction of the S&P Rating Condition or (y) until successful completion of a proposed Aggregated Reinvestment for which the S&P Rating Condition was satisfied. In no event may there be more than one outstanding Aggregated Reinvestment at any time.

Bankruptcy Exchanges; Permitted Uses. At any time during or after the(b)Reinvestment Period, the Portfolio Manager may direct the Trustee to enter into a Bankruptcy Exchange or apply (x) amounts on deposit in the Contribution Account (as directed by therelated Contributor or, if no such direction is given by the Contributor, by the Portfolio Managerin its reasonable discretion) to one or more Permitted Uses or (y) amounts on deposit in theSupplemental Reserve Account (as directed by the Portfolio Manager) to one or more PermittedUses.

Following the sale of (A) any Credit Improved Obligation pursuant to(c)Section 12.1(b); or (B) any discretionary sale of a Collateral Obligation pursuant to Section 12.1(f)(ii)(B), the Portfolio Manager shall use its reasonable efforts to purchase additionalCollateral Obligations within 30 Business Days after such sale.

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Investment after the Reinvestment Period. After the Reinvestment Period,(d)Principal Proceeds received with respect to Reinvestable Obligations may be reinvested inaccordance with the requirements set forth in this Section 12.2(d) and, to the extent notinconsistent with the requirements set forth in this Section 12.2(d), the requirements of Section 12.2(a). After the Reinvestment Period, provided that no Event of Default has occurred and iscontinuing, the Portfolio Manager may, but shall not be required to, invest Principal Proceedsthat were received with respect to (x) Credit Risk Obligations, (y) Credit Improved Obligationsand (yz) Unscheduled Principal Payments (each such Credit Risk Obligation, Credit ImprovedObligation or Collateral Obligation with respect to which Unscheduled Principal Payments werereceived, a “Reinvestable Obligation”) in additional Collateral Obligations (“Substitute Obligations”) within the longer of (i) 30 days of the Issuer’s receipt thereof and (ii) the last dayof the related Collection Period; provided, that the Portfolio Manager may not reinvest suchPrincipal Proceeds unless the Portfolio Manager believes, in its commercially reasonablejudgment, that after giving effect to any such reinvestment:

(A) in the case of the reinvestment of Disposition Proceeds of Credit Risk(i)Obligations or Credit Improved Obligations, the Aggregate Principal Balance of theSubstitute Obligations equals or exceeds the related Disposition Proceeds received; and(B) in the case of the reinvestment of Unscheduled Principal Payments, either (x) theAggregate Principal Balance of the Collateral Obligations immediately following suchreinvestment shall be equal to or greater than the Aggregate Principal Balance of theCollateral Obligations immediately prior to the receipt of the Principal Proceeds or (y)the Aggregate Principal Balance of the Collateral Obligations and Eligible Investmentsconstituting Principal Proceeds will be greater than or equal to the Reinvestment TargetPar Balance;

the Substitute Obligations will have the same or earlier maturity as the(ii)Reinvestable Obligations that produced such Principal Proceeds;

the Moody’s Diversity Test, the Minimum Fixed Coupon Test, the (iii)Minimum Floating Spread Test, the Moody’s Maximum Rating Factor Test and the Moody’s Minimum Weighted Average Recovery Rate Testeach requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (other than the S&P CDO Monitor Test) shall be satisfied or, if not satisfied, shall bemaintained or improved compared to the level of compliance immediately prior to thesale or prepayment of the Reinvestable Obligation;

the Overcollateralization Ratio Tests will be satisfied;(iv)

the Interest Coverage Tests will be satisfied, or if not satisfied, maintained (v)or improved;

the Restricted Trading Period is not then in effect; and(vi)

theeach Substitute ObligationsObligation purchased shall have (x) the(vii)same or higher S&P RatingsRating as the Reinvestable ObligationsObligation and (y) the

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same or higher Moody’s RatingsRating, or the same or higher Moody’s DefaultProbability Ratings as the Reinvestable Obligations;

(vii) clause (xii) of the definition of Concentration Limitations shall be satisfied, or if not satisfied, (x) such requirement shall be maintained or improved after giving effect to such reinvestment and (y) the additional Collateral Obligations purchased shall have a Moody’s Rating of “B3” or higher; and

(viii) clause (xiii) of the definition of Concentration Limitations shall be satisfied, or if not satisfied, (x) such requirement shall be maintained or improved after giving effect to such reinvestment and (y) the additional Collateral Obligations purchased shall have an S&P Rating of “B-” or higher;provided that clause (ii) above may not be satisfied by giving effect to Aggregated ReinvestmentsRating as the Reinvestable Obligation.

The Portfolio Manager may not consent to an exchange or deemed acquisition through material amendment of a Collateral Obligation unless (i) if such exchange or deemed acquisition occurs after the Reinvestment Period, the Portfolio Manager reasonably believes that, after giving effect to any such exchange or amendment, the Collateral Quality Test (excluding the S&P CDO Monitor Test) shall be satisfied or, if not satisfied, the Collateral Quality Test shall be maintained or improved, (ii) in any case, the maturity of the new Collateral Obligation is not later than the Stated Maturity and (iii) if such material amendment extends the stated maturity of such Collateral Obligation, the Weighted Average Life Test is satisfied.Investment Criteria need not be satisfied with respect to one single reinvestment if they are satisfied on an aggregate basis for a series of reinvestments occurring within an up to 10 Business Day period including the date of such reinvestment but ending no later than the end of the current Collection Period (an “Aggregated Reinvestment”) so long as (x) the Portfolio Manager notes in its records that the sales and purchases constituting such Aggregated Reinvestment are subject to this paragraph and (y) the Portfolio Manager reasonably believes that such clauses shall be satisfied on an aggregate basis for such Aggregated Reinvestment; provided, that the aggregate principal amount of any one Aggregated Reinvestment may not exceed 5% of the Collateral Principal Amount; provided, further, that if the criteria specified in this Indenture applicable to each reinvestment in an Aggregated Reinvestment are not satisfied on an aggregate basis within such 10 Business Day period the Portfolio Manager will provide notice to each Rating Agency; provided, further, that in no event may there be more than one outstanding Aggregated Reinvestment at any time.

Maturity Amendments. During and after the Reinvestment Period, the (e)Issuer (or the Portfolio Manager on the Issuer’s behalf) may consent to an amendment extending the stated maturity of a Collateral Obligation (a “Maturity Amendment”) only if, as determined by the Portfolio Manager, after giving effect to such Maturity Amendment, (i) the stated maturity of the Collateral Obligation that is the subject of such Maturity Amendment is not later than the Stated Maturity and (ii) either (A) the Weighted Average Life Test is satisfied or (B) if the Weighted Average Life Test if not satisfied, the level of compliance with the test will be maintained or improved; provided that clauses (i) and (ii) shall not apply if such Maturity Amendment is a Credit Amendment; provided further that a Credit Amendment that leads to a Maturity Amendment in violation of clause (i) will be permitted only if the cumulative amount

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of Credit Amendments since Closing Date that have led to violation of clause (i) is equal to or less than 15% of the Aggregate Ramp-Up Par Amount. For avoidance of doubt, the Issuer will not be in violation of the restriction in the preceding sentence with respect to any Maturity Amendment (A) that is effected in violation of clause (i) or (ii) above so long as the Issuer (or the Portfolio Manager on the Issuer’s behalf) did not consent to such Maturity Amendment or (B) that is effected in violation of clause (ii) above so long as the Issuer (or the Portfolio Manager on the Issuer’s behalf) provided its consent in connection with the workout or restructuring of such Collateral Obligation as a result of the financial distress, or an actual or imminent bankruptcy or insolvency, of the related obligor.

Investment in Eligible Investments. Cash on deposit in any Account may(f)be invested at any time in Eligible Investments in accordance with Article X.

Specified Equity Securities. At any time, the Portfolio Manager may (g)direct the Trustee to apply (x) Interest Proceeds or (y) so long as the Adjusted Collateral Principal Amount exceeds the Reinvestment Target Par Balance and all Concentration Limitations and the Collateral Quality Test shall be satisfied, Principal Proceeds, on deposit in the Collection Account to make any payments required in connection with the acquisition of a Specified Equity Security or exercise of an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation without regard to the Concentration Limitations or Investment Criteria so long as, in the case of payments applied to the exercise of an option, warrant, right of conversion or similar right, (i) any Equity Security received as a result will be disposed of prior to receipt by the Issuer or, if such disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Instruments, the Issuer (or the Portfolio Manager on the Issuer’s behalf) will dispose of such Equity Security as soon as such disposition is permitted by applicable law and not prohibited by such contractual restriction or (ii) such Equity Security is a Specified Equity Security.

Conditions Applicable to All Sale and Purchase Transactions. (a)Section 12.3Any transaction effected under this Article XII or in connection with the acquisition of additionalCollateral Obligations during the Ramp-Up Period shall be conducted on an arm’s length basisand, if effected with a Person Affiliated with the Portfolio Manager, shall be effected inaccordance with the requirements of Section 4.2 of the Portfolio Management Agreement onterms no less favorable to the Issuer than would be the case if such Person were not so Affiliated,provided, that the Trustee shall have no responsibility to oversee compliance with this clause (a)by the other parties.

Upon any acquisition of a Collateral Obligation pursuant to this Article (b)XII, all of the Issuer’s right, title and interest to the Pledged Obligation or Pledged Obligationsshall be Granted to the Trustee pursuant to this Indenture, such Pledged Obligations shall beDelivered to the Trustee.

Notwithstanding anything contained in this Article XII to the contrary, the(c)Issuer shall have the right to effect any sale of any Pledged ObligationAsset or purchase of anyCollateral Obligation (provided, in the case of a purchase of a Collateral Obligation, suchpurchase complies with the applicable requirements of Section 5.1 of the Portfolio ManagementAgreement and Schedule A thereto and Section 7.8(e) of this Indenture) (x) that has been

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consented to by Noteholders evidencing 100% of the Aggregate Outstanding Amount of eachClass of Notes and (y) of which the Trustee and each Rating Agency has been notified.

ARTICLE XIII

NOTEHOLDERS’ RELATIONS

Subordination. (a) Anything in this Indenture or the Notes to theSection 13.1contrary notwithstanding, the Holders of each Class of Notes that constitute a Junior Class agreefor the benefit of the Holders of the Notes of each Priority Class with respect to such JuniorClass that such Junior Class shall be subordinate and junior to the Notes of each such PriorityClass to the extent and in the manner set forth in Article XI of this Indenture. On anyPost-Acceleration Payment Date or on the Stated Maturity, all accrued and unpaid interest onand outstanding principal of each Priority Class shall be paid pursuant to Section 11.1(a)(iii) infull in Cash or, to the extent 100% of each Class of Secured Notes consents, other than in Cash,before any further payment or distribution is made on account of any Junior Class with respectthereto, to the extent and in the manner provided in Section 11.1(a)(iii).

On or after a Post-Acceleration Payment Date or on the Stated Maturity,(b)in the event that notwithstanding the provisions of this Indenture, any Holder of Notes of anyJunior Class shall have received any payment or distribution in respect of such Notes contrary tothe provisions of this Indenture, then, unless and until all accrued and unpaid interest on andoutstanding principal of each Priority Class with respect thereto shall have been paid in full inCash or, to the extent 100% of each Class of Secured Notes consents, other than in Cash inaccordance with this Indenture, such payment or distribution shall be received and held in trustfor the benefit of, and shall forthwith be paid over and delivered to, the Trustee, which shall payand deliver the same to the Holders of the applicable Priority Class(es) in accordance with thisIndenture; provided, however, that if any such payment or distribution is made other than inCash, it shall be held by the Trustee as part of the Assets and subject in all respects to theprovisions of this Indenture, including this Section 13.1.

Each Holder of Notes of any Junior Class agrees with all Holders of the(c)applicable Priority Classes that such Holder of Junior Class Notes shall not demand, accept, orreceive any payment or distribution in respect of such Notes in violation of the provisions of thisIndenture including, without limitation, this Section 13.1; provided, however, that after allaccrued and unpaid interest on and outstanding principal of a Priority Class has been paid in full,the Holders of the related Junior Class or Classes shall be fully subrogated to the rights of theHolders of such Priority Class. Nothing in this Section 13.1 shall affect the obligation of theIssuer to pay Holders of any Junior Class of Notes.

The Holders of each Class of Notes, by their acceptance of such Notes,(d)agree, and the beneficial owners of each Class of Notes, by their acceptance of an interest insuch Notes shall be deemed to agree, to be bound by the provisions of Section 5.4(d).

Standard of Conduct. In exercising any of its or their voting rights,Section 13.2rights to direct and consent or any other rights as a Holder under this Indenture, a Holder orHolders shall not have any obligation or duty to any Person or to consider or take into account

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the interests of any Person and shall not be liable to any Person for any action taken by it or themor at its or their direction or any failure by it or them to act or to direct that an action be taken,without regard to whether such action or inaction benefits or adversely affects any Holder, theIssuer, or any other Person, except for any liability to which such Holder may be subject to theextent the same results from such Holder’s taking or directing an action, or failing to take ordirect an action, in bad faith or in violation of the express terms of this Indenture.

ARTICLE XIV

MISCELLANEOUS

Form of Documents Delivered to Trustee. In any case whereSection 14.1several matters are required to be certified by, or covered by an opinion of, any specified Person,it is not necessary that all such matters be certified by, or covered by the opinion of, only onesuch Person, or that they be so certified or covered by only one document, but one such Personmay certify or give an opinion with respect to some matters and one or more other such Personsas to other matters, and any such Person may certify or give an opinion as to such matters in oneor several documents.

Any certificate or opinion of an Officer of the Issuer, the Co-Issuer or thePortfolio Manager may be based, insofar as it relates to legal matters, upon a certificate oropinion of, or representations by, counsel, unless such Officer knows, or should know that thecertificate or opinion or representations with respect to the matters upon which his certificate oropinion is based are erroneous. Any such certificate of an Officer of the Issuer, Co-Issuer or thePortfolio Manager or Opinion of Counsel may be based, insofar as it relates to factual matters,upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer, the PortfolioManager or any other Person, stating that the information with respect to such factual matters isin the possession of the Issuer, the Co-Issuer, the Portfolio Manager or such other Person, unlesssuch Officer of the Issuer, Co-Issuer or the Portfolio Manager or such counsel knows that thecertificate or opinion or representations with respect to such matters are erroneous. Any Opinionof Counsel may also be based, insofar as it relates to factual matters, upon a certificate oropinion of, or representations by, an Officer of the Issuer or the Co-Issuer, stating that theinformation with respect to such matters is in the possession of the Issuer or the Co-Issuer,unless such counsel knows that the certificate or opinion or representations with respect to suchmatters are erroneous.

Where any Person is required to make, give or execute two or more applications,requests, consents, certificates, statements, opinions or other instruments under this Indenture,they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture it is provided that the absence of the occurrence andcontinuation of a Default or Event of Default is a condition precedent to the taking of any actionby the Trustee at the request or direction of either Co-Issuer, then notwithstanding that thesatisfaction of such condition is a condition precedent to such Co-Issuer’s right to make suchrequest or direction, the Trustee shall be protected in acting in accordance with such request ordirection if it does not have knowledge of the occurrence and continuation of such Default orEvent of Default as provided in Section 6.1(d).

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Acts of Holders. (a) Any request, demand, authorization,Section 14.2direction, notice, consent, waiver or other action provided by this Indenture to be given or takenby Holders may be embodied in and evidenced by one or more instruments of substantiallysimilar tenor signed by such Holders in person or by an agent duly appointed in writing; and,except as herein otherwise expressly provided, such action shall become effective when suchinstrument or instruments are delivered to the Trustee, and, where it is hereby expressly required,to the Issuer. Such instrument or instruments (and the action or actions embodied therein andevidenced thereby) are herein sometimes referred to as the “Act of Holders” signing suchinstrument or instruments. Proof of execution of any such instrument or of a writing appointingany such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of theTrustee and the Co-Issuers, if made in the manner provided in this Section 14.2.

The fact and date of the execution by any Person of any such instrument(b)or writing may be proved in any manner which the Trustee deems sufficient.

The principal amount or face amount, as the case may be, and registered(c)numbers of Notes held by any Person, and the date of his holding the same, shall be proved bythe Register.

Any request, demand, authorization, direction, notice, consent, waiver or(d)other action by the Holder of any Notes shall bind the Holder (and any transferee thereof) ofsuch Note and of every Note issued upon the registration thereof or in exchange therefor or inlieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or theCo-Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

Notices, etc., to Trustee, the Co-Issuers, the Collateral Section 14.3Administrator, the Portfolio Manager, the Initial Purchaser, the Hedge Counterparty, the Paying Agent, the Administrator and each Rating Agency. (a) Any request, demand, authorization,direction, order, notice, consent, waiver or Act of Noteholders or other documents provided orpermitted by this Indenture to be made upon, given or furnished to, or filed with:

the Trustee shall be sufficient for every purpose hereunder if made, given,(i)furnished or filed in writing to and mailed, by certified mail, return receipt requested,hand delivered, sent by overnight courier service guaranteeing next day delivery, byelectronic mail, or by facsimile in legible form, to the Trustee addressed to it at itsapplicable Corporate Trust Office, or at any other address previously furnished in writingto the other parties hereto by the Trustee;

the Co-Issuers shall be sufficient for every purpose hereunder (unless(ii)otherwise herein expressly provided) if in writing and mailed, first class postage prepaid,hand delivered, sent by overnight courier service or by facsimile in legible form, (a) tothe Issuer addressed to it at c/o MaplesFS Limited, PO Box 1093, Boundary Hall, CricketSquare, George Town, Grand Cayman, KY1-1102 Cayman Islands, Attention: TheDirectors, facsimile no. (345) 945-7100, with a copy to Maples and Calder, PO Box 309,Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104 CaymanIslands, Attention: BlueMountain CLO 2015-3 Ltd., telephone no.: (345) 949-8066,

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facsimile no. (345) 949-8080, oremail: [email protected] or (b) to the Co-Issueraddressed to it at c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike,Suite 302, Wilmington, Delaware 19807, Attention: The Director, email: [email protected] or at any other address previously furnished in writing tothe other parties hereto by the Issuer or the Co-Issuer, as the case may be, with a copy tothe Portfolio Manager at its address below;

the Portfolio Manager shall be sufficient for every purpose hereunder if in(iii)writing and mailed, first class postage prepaid, hand delivered, sent by overnight courierservice or by facsimile in legible form, to the Portfolio Manager addressed to it at BlueMountain Capital Management, LLC, 280 Park Avenue, 12th Floor, New York, NewYork 10017, Attention: General Counsel, email: [email protected]; facsimile no.: (212) 905-3901, or at any otheraddress previously furnished in writing to the other parties hereto;

the Initial Purchaser shall be sufficient for every purpose hereunder if in(iv)writing and mailed, first class postage prepaid, hand delivered, sent by overnight courierservice or by telecopy in legible form, addressed to Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010, telecopy no.: (212) 325-9207, Attention: CLO GroupMerrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, 3rd Floor, New York, New York 10036, email: [email protected], Attention: Global Credit and Special Situations Structured Products Group, with a copy to: Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036, email: [email protected], Attention: Legal Department or at any other address subsequently furnished in writing to the Co-Issuersand the Trustee by the Initial Purchaser;

a Hedge Counterparty shall be sufficient for every purpose hereunder(v)(unless otherwise herein expressly provided) if in writing and mailed, first class postageprepaid, hand delivered or sent by overnight courier service or by facsimile in legibleform to such Hedge Counterparty addressed to it at the address specified in the relevantHedge Agreement or at any other address previously furnished in writing to the Issuer orthe Trustee by such Hedge Counterparty;

the Collateral Administrator shall be sufficient for every purpose(vi)hereunder if in writing and mailed, first class postage prepaid, hand delivered, sent byovernight courier service or by facsimile in legible form, to the Collateral Administratorat U.S. Bank National Association, One Federal Street, 3rd Floor, Boston MA 02110,Attention: Corporate Trust Services—BlueMountain CLO 2015-3 Ltd., facsimile no.:(866) 350-3047 or at any other address previously furnished in writing to the other partieshereto; and

the Administrator shall be sufficient for every purpose hereunder if made,(vii)given, furnished or filed in writing to and mailed, by certified mail, return receiptrequested, hand delivered, sent by overnight courier service guaranteeing next daydelivery or by facsimile in legible form, to the Administrator addressed to it at MaplesFS

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Limited, PO Box 1093, Boundary Hall, Cricket Square, George Town, Grand Cayman,KY1-1102 Cayman Islands, Attention: The Directors, facsimile no. (345) 945-7100;

(viii) the Irish Stock Exchange shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form, to the Irish Stock Exchange addressed to it at 28 Anglesea Street, Dublin 2, Ireland (or, in respect of notices to the Irish Stock Exchange, by submission via www.isedirect.ie (such notices to be sent in Microsoft Word format, to the extent possible)); and(ix) the Irish Listing Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to and mailed, by certified mail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing next day delivery or by facsimile in legible form, to the Irish Listing Agent addressed to it at Maples and Calder, 75 St. Stephen’s Green, Dublin 2, Ireland, Attention: BlueMountain CLO 2015-3 Ltd., telephone no.: +353 (0)1 619 2000, facsimile no. +353 (0)1 619 2001, email: [email protected], or at any other address previously furnished in writing to the other parties hereto by the Irish Listing Agent.7100, email: [email protected].

The parties hereto agree that all 17g-5 Information provided to any of the(b)Rating Agencies, or any of their respective officers, directors or employees, to be given orprovided to such Rating Agencies pursuant to, in connection with or related, directly orindirectly, to this Indenture, the Portfolio Management Agreement, the Collateral AdministrationAgreement, any transaction document relating hereto, the Assets or the Notes, shall be in eachcase furnished directly to the Rating Agencies at the address set forth in the following paragraphwith a prior electronic copy to the Issuer or the Information Agent, as provided in Section 3 ofthe Collateral Administration Agreement (for forwarding to the 17g-5 Website in accordancewith the Collateral Administration Agreement). The Co-Issuers also shall furnish such otherinformation regarding the Co-Issuers or the Assets as may be reasonably requested by the RatingAgencies to the extent such party has or can obtain such information without unreasonable effortor expense. For the avoidance of doubt, no reports of Independent certified public accountantswill be provided to the Rating Agencies. Notwithstanding the foregoing, the failure to deliversuch notices or copies shall not constitute an Event of Default under this Indenture. Anyconfirmation of the rating by the Rating Agencies required hereunder shall be in writing.

Any request, demand, authorization, direction, order, notice, consent,(c)waiver or Act of Holders or other documents provided or permitted by this Indenture includingthe 17g-5 Information, to be made upon, given or furnished to, or filed with the Rating Agenciesshall be given in accordance with, and subject to, the provisions of Section 14.15 hereof andSection 3 of the Collateral Administration Agreement and shall be sufficient for every purposehereunder (unless otherwise herein expressly provided) if in writing to each Rating Agencyaddressed to it at (i) in the case of S&P, Standard & Poor’s, by email [email protected][email protected] (and in respect of any documents or notice sent pursuant to Section 7.17(c), to [email protected] as wellfor communications related to the end of the Ramp-Up Period), [email protected] (for CDO Monitor requests), [email protected] (for applications for a credit estimate by S&P) and

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[email protected] (for all other purposes), and (ii) in the case of Moody’s, byemail to [email protected].

In the event that any provision in this Indenture calls for any notice or(d)document to be delivered simultaneously to the Trustee and any other Person or entity, theTrustee’s receipt of such notice or document shall entitle the Trustee to assume that such noticeor document was delivered to such other Person or entity unless otherwise expressly specifiedherein.

Notwithstanding any provision to the contrary contained herein or in any(e)agreement or document related thereto, any report, statement or other information required to beprovided by the Issuer (except information required to be provided to the Irish Stock Exchange)or the Trustee may be provided by providing access to a website containing such information.

The Bank (in each of its capacities) agrees to accept and act upon(f)instructions or directions pursuant to this Indenture or any documents executed in connectionherewith sent by unsecured email, facsimile transmission or other similar unsecured electronicmethods, provided, however, that any person providing such instructions or directions shallprovide to the Bank an incumbency certificate listing persons designated to provide suchinstructions or directions, which incumbency certificate shall be amended whenever a person isadded or deleted from the listing. If such person elects to give the Bank email (including .pdf orsimilar files) or facsimile instructions (or instructions by a similar electronic method) and theBank in its discretion elects to act upon such instructions, the Bank’s reasonable understandingof such instructions shall be deemed controlling. The Bank shall not be liable for any losses,costs or expenses arising directly or indirectly from the Bank’s reliance upon and compliancewith such instructions notwithstanding such instructions conflicting with or being inconsistentwith a subsequent written instruction. Any person providing such instructions or directionsagrees to assume all risks arising out of the use of such electronic methods to submit instructionsand directions to the Bank, including without limitation the risk of the Bank acting onunauthorized instructions, and the risk of interception and misuse by third parties.

Notices to Holders; Waiver. Except as otherwise expresslySection 14.4provided herein, where this Indenture provides for notice to Holders of any event,

such notice shall be sufficiently given to Holders if (x) in writing and(a)mailed, first class postage prepaid, to each Holder affected by such event, at the address of suchHolder as it appears in the Register or (y) posted to the Trustee’s Website or, as applicable, inaccordance with the procedures at DTC, as soon as reasonably practicable but in any case notearlier than the earliest date and not later than the latest date, prescribed for the giving of suchnotice;(b) for so long as any Notes are listed on the Irish Stock Exchange and the guidelines of the Irish Stock Exchange so require, notices to the Holders of such Notes shall also be sent by the Issuer to the Irish Stock Exchange; and

such notice shall be in the English language.(b)

Such notices shall be deemed to have been given on the date of suchmailingtransmission.

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The Trustee shall deliver to the Holders any information or notice relating to thisIndenture requested to be so delivered by at least 25% of the Holders of any Class of Notes (byAggregate Outstanding Amount), at the expense of the Issuer (with the exception of theAccountants’ Report).

The Trustee shall deliver to any Holder of Notes or any Person that has certifiedto the Trustee in a writing substantially in the form of Exhibit DC to this Indenture that it is theowner of a beneficial interest in a Global Note, any information or notice requested to be sodelivered by a Holder or a Person that has made such certification that is reasonably available tothe Trustee and all related costs will be borne by the requesting Holder or Person.

Neither the failure to mailgive any notice, nor any defect in any notice somailedprovided, to any particular Holder shall affect the sufficiency of such notice with respectto other Holders. In case by reason of the suspension of regular mail service as a result of astrike, work stoppage or similar activity or by reason of any other cause it shall be impracticableto give such notice by mail of any event to Holders when such notice is required to be givenpursuant to any provision of this Indenture, then such notification to Holders as shall be madewith the approval of the Trustee shall constitute a sufficient notification to such Holders forevery purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may bewaived in writing by any Person entitled to receive such notice, either before or after the event,and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall befiled with the Trustee but such filing shall not be a condition precedent to the validity of anyaction taken in reliance upon such waiver (with the exception of the Accountants’ Report).

Effect of Headings and Table of Contents. The Article and SectionSection 14.5headings herein (including those used in cross-references herein) and the Table of Contents arefor convenience only and shall not affect the construction hereof.

Successors and Assigns. All covenants and agreements in thisSection 14.6Indenture by the Co-Issuers shall bind their respective successors and assigns, whether soexpressed or not.

Separability. Except to the extent prohibited by applicable law, inSection 14.7case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, thevalidity, legality, and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.

Benefits of Indenture. Nothing in this Indenture or in the Notes,Section 14.8expressed or implied, shall give to any Person, other than the parties hereto and their successorshereunder, the Portfolio Manager, the Holders of the Notes, the Collateral Administrator and (tothe extent provided herein) the Administrator (solely in its capacity as such) and the otherSecured Parties any benefit or any legal or equitable right, remedy or claim under this Indenture.

Legal Holidays. In the event that the date of any Payment Date orSection 14.9Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding any other

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provision of the Notes or this Indenture, payment need not be made on such date, but may bemade on the next succeeding Business Day with the same force and effect as if made on thenominal date of any such Payment Date, Redemption Date or Stated Maturity date, as the casemay be, and except as provided in the definition of “Interest Accrual Period” no interest shallaccrue on such payment for the period from and after any such nominal date.

Governing Law. THIS INDENTURE AND EACH NOTE ANDSection 14.10ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THISAGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THEINTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THEPARTIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED IN ALLRESPECTS (WHETHER IN CONTRACT OR IN TORT) BY THE LAWS OF THE STATE OFNEW YORK WITHOUT REGARD TO CONFLICT OF LAWS.

Submission to Jurisdiction. The Co-Issuers hereby irrevocablySection 14.11submit to the exclusive jurisdiction of any New York State or federal court sitting in the Boroughof Manhattan in The City of New York in any action or Proceeding arising out of or relating tothe Notes or this Indenture, and the Co-Issuers hereby irrevocably agree that all claims in respectof such action or Proceeding may be heard and determined in such New York State or federalcourt. The Co-Issuers hereby irrevocably waive, to the fullest extent that they may legally do so,the defense of an inconvenient forum to the maintenance of such action or Proceeding. TheCo-Issuers irrevocably consent to the service of any and all process in any action or Proceedingby the mailing or delivery of copies of such process to it at the office of the Co-Issuers’ agent setforth in Section 7.2. The Co-Issuers agree that a final judgment in any such action or Proceedingshall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in anyother manner provided by law.

Counterparts. This instrument may be executed in any number ofSection 14.12counterparts, each of which so executed shall be deemed to be an original, but all suchcounterparts shall together constitute but one and the same instrument.

Acts of Issuer. Any report, information, communication, request,Section 14.13demand, authorization, direction, notice, consent, waiver or other action provided by thisIndenture to be given or performed by the Issuer shall be effective if given or performed by theIssuer or by the Portfolio Manager on the Issuer’s behalf.

Liability of Co-Issuers. Notwithstanding any other terms of thisSection 14.14Indenture, the Notes or any other agreement entered into between, inter alia, the Co-Issuers orotherwise, neither of the Co-Issuers shall have any liability whatsoever to the other of theCo-Issuers under this Indenture, the Notes, any such agreement or otherwise and, withoutprejudice to the generality of the foregoing, neither of the Co-Issuers shall be entitled to take anyaction to enforce, or bring any action or Proceeding, in respect of this Indenture, the Notes, anysuch agreement or otherwise against the other of the Co-Issuers. In particular, neither of theCo-Issuers shall be entitled to petition or take any other steps for the winding up or bankruptcyof the other of the Co-Issuers or shall have any claim in respect to any assets of the other of theCo-Issuers. In addition, no Tax Subsidiary shall be entitled to petition or take any other steps forthe winding up or bankruptcy of either of the Co-Issuers.

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17g-5 Information. (a) The Issuer shall comply with itsSection 14.15obligations under Rule 17g-5 promulgated under the Exchange Act (“Rule 17g-5”), by it or itsagent’s posting on the 17g-5 Website, no later than the time such information is provided to theRating Agencies, all information that the Issuer or other parties on its behalf, including theTrustee and the Portfolio Manager, provide to the Rating Agencies for the purposes ofdetermining the initial credit rating of the Secured Notes or undertaking credit rating surveillanceof the Secured Notes (the “17g-5 Information”). At all times while any Secured Notes are ratedby any Rating Agency or any other NRSRO, the Issuer shall engage a third-party to post 17g-5Information to the 17g-5 Website. On the Closing Date, the Issuer shall engage the CollateralAdministrator (in such capacity, the “Information Agent”), to forward 17g-5 Information itreceives from the Issuer, the Trustee or the Portfolio Manager to the 17g-5 Website inaccordance with Section 3 of the Collateral Administration Agreement. For the avoidance ofdoubt, no reports of Independent certified public accountants will be posted to the Rule 17g-5Website. At all times while any Notes are rated by any Rating Agency or any other NRSRO, the Issuer will engage a third party to post Rule 17g-5 Information to the 17g-5 Website.

To the extent any of the Co-Issuers, the Trustee or the Portfolio Manager(b)are engaged in oral communications with any Rating Agency, for the purposes of determiningthe initial credit rating of the Notes or undertaking credit rating surveillance of the Notes, theparty communicating with such Rating Agency shall cause such oral communication to either be(x) recorded and an audio file containing the recording to be promptly delivered to theInformation Agent for forwarding to the Posting Email Account (in accordance with the terms ofthe Collateral Administration Agreement) for posting to the 17g-5 Website or (y) summarized inwriting and the summary to be promptly delivered to the Information Agent for forwarding to thePosting Email Account (in accordance with the terms of the Collateral AdministrationAgreement) for posting to the 17g-5 Website.

Notwithstanding the requirements herein, the Trustee shall have no(c)obligation to engage in or respond to any oral communications, for the purposes of determiningthe initial credit rating of the Notes or undertaking credit rating surveillance of the Notes, withany Rating Agency or any of their respective officers, directors or employees.

The Trustee shall not be responsible for maintaining the 17g-5 Website,(d)posting any 17g-5 Information to the 17g-5 Website or assuring that the 17g-5 Website complieswith the requirements of this Indenture, Rule 17g-5, or any other law or regulation. In no eventshall the Trustee be deemed to make any representation in respect of the content of the 17g-5Website or compliance of the 17g-5 Website with this Indenture, Rule 17g-5, or any other law orregulation.

The Trustee shall not be responsible or liable for the dissemination of any(e)identification numbers or passwords for the 17g-5 Website, including by the Co-Issuers, theRating Agencies, the NRSROs, any of their agents or any other party. The Trustee shall not beliable for the use of any information posted on the 17g-5 Website, whether by the Co-Issuers, theRating Agencies, the NRSROs or any other third party that may gain access to the 17g-5 Websiteor the information posted thereon.

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Notwithstanding anything herein to the contrary, the maintenance by the(f)Trustee of the Trustee’s Website shall not be deemed as compliance by or on behalf of the Issuerwith Rule 17g-5 or any other law or regulation related thereto.

Notwithstanding anything to the contrary in this Indenture, a breach of this(g)Section 14.15 shall not constitute a Default or Event of Default.

Rating Agency Conditions. (a) Notwithstanding the terms of theSection 14.16Portfolio Management Agreement, any Hedge Agreement or other provisions of this Indenture,if any action under the Portfolio Management Agreement, any Hedge Agreement or thisIndenture requires satisfaction of the Moody’s Rating Condition, the S&P Rating Condition orthe Global Rating Agency Condition (each, a “Condition”) as a condition precedent to suchaction, if the party (the “Requesting Party”) required to obtain satisfaction of such Condition hasmade a request to any Rating Agency for satisfaction of such Condition and, within 10 BusinessDays of the request for satisfaction of such Condition being posted to the 17g-5 Website, suchRating Agency has not replied to such request or has responded in a manner that indicates thatsuch Rating Agency is neither reviewing such request nor waiving the requirement forsatisfaction of such Condition, then such Requesting Party shall be required to confirm that theapplicable Rating Agency has received the request, and, if it has, promptly (but in no event laterthan one Business Day thereafter) request satisfaction of the related Condition again.

Any request for satisfaction of any Condition made by the Issuer,(b)Co-Issuer or Trustee, as applicable, pursuant to this Indenture, shall be made in writing, whichwriting shall contain a cover page indicating the nature of the request for satisfaction of suchCondition, and shall contain all back-up material necessary for the Rating Agency to processsuch request. Such written request for satisfaction of such Condition shall be provided inelectronic format to the Information Agent for posting on the 17g-5 Website in accordance withSection 14.15 hereof and Section 3 of the Collateral Administration Agreement, and afterreceiving actual knowledge of such posting (which may be in the form of an automatic emailnotification of posting delivered by the 17g-5 Website to such party), the Issuer, Co-Issuer orTrustee, as applicable, shall send the request for satisfaction of such Condition to the RatingAgencies in accordance with the delivery instructions set forth in Section 14.3(b).

Waiver of Jury Trial. THE TRUSTEE, HOLDERS AND EACHSection 14.17OF THE CO-ISSUERS EACH HEREBY KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATIONBASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THISINDENTURE, THE NOTES OR ANY OTHER RELATED DOCUMENTS, OR ANY COURSEOF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL ORWRITTEN), OR ACTIONS OF THE TRUSTEE, HOLDERS OR EITHER OF THECO-ISSUERS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE TRUSTEEAND THE CO-ISSUERS TO ENTER INTO THIS INDENTURE.

USActive 40057459.140057459.7-164-

Escheat.Section 14.18

In the absence of a written request from the Co-Issuers to return unclaimed fundsto the Co-Issuers, the Trustee may from time to time following the final Payment Date withrespect to the Notes deliver all unclaimed funds to or as directed by applicable escheatauthorities, as determined by the Trustee in its sole discretion, in accordance with the customarypractices and procedures of the Trustee. Any unclaimed funds held by the Trustee pursuant tothis Section 14.18 shall be held uninvested and without any liability for interest.

Records.Section 14.19

For the term of the Notes, copies of the Memorandum and Articles of the Issuer,the Certificate of Formation and Limited Liability Company Agreement of the Co-Issuer and thisIndenture shall be available for inspection by the Holders of the Notes in electronic form on theTrustee’s Website.

Information to be Provided by the Trustee and Noteholders.Section 14.20

The Trustee shall provide to the Issuer and the Portfolio Manager upon(a)reasonable request all reasonably available information in the possession of the Trustee andspecifically requested by the Issuer or the Portfolio Manager in connection with regulatorymatters, including any information that, as determined by the Issuer or the Portfolio Manager, isnecessary or advisable in order for the Issuer or the Portfolio Manager (or its parent or Affiliates)to comply with regulatory requirements, including, for the avoidance of doubt, FATCA and the Cayman FATCA Legislation. The Trustee shall provide to the Issuer and the Portfolio Managerupon request a list of Noteholders (including beneficial owners who have provided the Trusteewith a beneficial holder certificate for any purpose). The Trustee shall obtain and provide to theIssuer and the Portfolio Manager upon request a list of Agent Members holding positions in theNotes at the cost of the Issuer as an Administrative Expense to the extent funds are available topay such expense. The Trustee shall have no liability for any disclosure under this Section 14.20or for the accuracy thereof.

Each purchaser of Notes, by its acceptance of an interest in Notes, (i)(b)agrees and authorizes the Trustee to provide any information required pursuant to Section 14.20(a) and (ii) agrees to provide to the Issuer (or agents acting on its behalf) and the PortfolioManager all information reasonably available to it that is reasonably requested by the PortfolioManager in connection with regulatory matters, including any information that is necessary oradvisable in order for the Portfolio Manager (or its parent or Affiliates) to comply withregulatory requirements applicable to the Portfolio Manager from time to time.

ARTICLE XV

ASSIGNMENT OF PORTFOLIO MANAGEMENT AGREEMENT

Assignment of Portfolio Management Agreement. (a) The IssuerSection 15.1hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes all of

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the Issuer’s estate, right, title and interest in, to and under the Portfolio Management Agreement,including (i) the right to give all notices, consents and releases thereunder, (ii) the right to giveall notices of termination and to take any legal action upon the breach of an obligation of thePortfolio Manager thereunder, including the commencement, conduct and consummation ofProceedings at law or in equity, (iii) the right to receive all notices, accountings, consents,releases and statements thereunder and (iv) the right to do any and all other things whatsoeverthat the Issuer is or may be entitled to do thereunder; provided, however, that except as otherwiseexpressly set forth in this Indenture, the Trustee shall not have the authority to exercise any ofthe rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grantuntil the occurrence of an Event of Default hereunder and such authority shall terminate at suchtime, if any, as such Event of Default is cured or waived. From and after the occurrence andcontinuance of an Event of Default, the Portfolio Manager shall continue to perform and bebound by the provisions of the Portfolio Management Agreement and this Indenture. TheTrustee shall be entitled to rely and be protected in relying upon all actions and omissions to actof the Portfolio Manager thereafter as fully as if no Event of Default had occurred.

The assignment made hereby is executed as collateral security, and the(b)execution and delivery hereby shall not in any way impair or diminish the obligations of theIssuer under the provisions of the Portfolio Management Agreement, or increase, impair or alterthe rights and obligations of the Portfolio Manager under the Portfolio Management Agreement,nor shall any of the obligations contained in the Portfolio Management Agreement be imposedon the Trustee.

Upon the retirement of the Notes, the payment of all amounts required to(c)be paid pursuant to the Priority of Payments and the release of the Assets from the lien of thisIndenture, this assignment and all rights herein assigned to the Trustee for the benefit of theNoteholders shall cease and terminate and all the estate, right, title and interest of the Trustee in,to and under the Portfolio Management Agreement shall revert to the Issuer and no furtherinstrument or act shall be necessary to evidence such termination and reversion.

The Issuer represents that the Issuer has not executed any other(d)assignment of the Portfolio Management Agreement.

The Issuer agrees that this assignment is irrevocable, and that it shall not(e)take any action which is inconsistent with this assignment or make any other assignmentinconsistent herewith. The Issuer shall, from time to time upon the request of the Trustee,execute all instruments of further assurance and all such supplemental instruments with respectto this assignment as the Trustee may reasonably specify.

The Issuer hereby agrees that the Issuer shall not enter into any agreement(f)amending, modifying or terminating the Portfolio Management Agreement except in accordancewith the terms of the Portfolio Management Agreement.

On each Measurement Date on which the S&P CDO Monitor Test is used,(g)the Portfolio Manager (or the Collateral Administrator, as specified by the Issuer) will measurecompliance under such test and will provide to the Collateral Administrator a report on theportfolio of Collateral Obligations containing such information as shall be reasonably necessary

USActive 40057459.140057459.7-166-

to calculate such test. In the event that the Portfolio Manager’s measurement of compliance andthe Collateral Administrator’s measurement of compliance show different results, the PortfolioManager shall be required to cooperate promptly with the Collateral Administrator in order toreconcile such discrepancy.

The Trustee shall have no obligations under the Portfolio Management(h)Agreement.

ARTICLE XVI

HEDGE AGREEMENTS

Hedge Agreements. (a) The Issuer may enter into HedgeSection 16.1Agreements from time to time on and after the Closing Date solely for the purpose of managinginterest rate risks in connection with the Issuer’s issuance of, and making payments on, theNotes. The Issuer shall promptly provide notice of entry into any Hedge Agreement to theTrustee. Notwithstanding anything to the contrary contained in this Indenture, the Issuer (or thePortfolio Manager on behalf of the Issuer) shall not enter into any Hedge Agreement unless theS&P Rating Condition and the Moody’s Rating Condition have been satisfied with respectthereto. Notwithstanding anything to the contrary contained in this Indenture, the Issuer shallnot be permitted to enter into a Hedge Agreement unless (i) it obtains a written Opinion ofCounsel that (x) either (1) the Issuer will not be a “commodity pool” as defined in section 1a(10)of the Commodity Exchange Act, as amended, solely due to the Issuer’s entry into such HedgeAgreement or (2) if the Issuer would be a commodity pool, (a) the Portfolio Manager, and noother party, would be the “commodity pool operator” and “commodity trading advisor” and (b)with respect to the Issuer as the commodity pool, the Portfolio Manager is eligible for anexemption from registration as commodity pool operator and commodity trading advisor withrespect to the Issuer and all conditions precedent to obtaining such an exemption have beensatisfied and (y) such Hedge Agreement is a Permitted Hedge, (ii) it obtains the prior writtenconsent of a Majority of the Controlling Class and (iii) the Global Rating Agency Condition issatisfied. The Issuer shall provide a copy of each Hedge Agreement to the Trustee and eachRating Agency.

Each Hedge Agreement shall contain appropriate limited recourse andnon-petition provisions equivalent (mutatis mutandis) to those contained in Section 2.8(i) andSection 5.4(d). Each Hedge Counterparty shall be required to have, at the time that any HedgeAgreement to which it is a party is entered into, the Required Hedge Counterparty Ratings unlessthe applicable Global Rating Agency Condition is satisfied or credit support is provided as setforth in the Hedge Agreement. Payments with respect to Hedge Agreements shall be subject toArticle XI. Each Hedge Agreement shall contain an acknowledgement by the HedgeCounterparty that the obligations of the Issuer to the Hedge Counterparty under the relevantHedge Agreement shall be payable in accordance with Article XI of this Indenture.

In the event of any early termination of a Hedge Agreement with respect(b)to which the Hedge Counterparty is the sole “defaulting party” or “affected party” (each asdefined in the Hedge Agreements), (i) any termination payment paid by the Hedge Counterpartyto the Issuer may be paid to a replacement Hedge Counterparty at the direction of the Portfolio

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Manager and (ii) any payment received from a replacement Hedge Counterparty may be paid tothe replaced Hedge Counterparty at the direction of the Portfolio Manager under the terminatedHedge Agreement.

The Issuer (or the Portfolio Manager on its behalf) shall, upon receiving(c)written notice of the exposure calculated under a credit support annex to any Hedge Agreement,if applicable, make a demand to the relevant Hedge Counterparty and its credit support provider,if applicable, for securities having a value under such credit support annex equal to the requiredcredit support amount.

Each Hedge Agreement shall, at a minimum, (i) include requirements for(d)collateralization by or replacement of the Hedge Counterparty (including timing requirements)that satisfy Rating Agency criteria of each Rating Agency then rating a Class of Secured Notesin effect at the time of execution of the Hedge Agreement and (ii) permit the Issuer to terminatesuch agreement (with the Hedge Counterparty bearing the costs of any replacement HedgeAgreement) for failure to satisfy such requirement.

The Issuer shall give prompt notice to each Rating Agency of any(e)termination of a Hedge Agreement or agreement to provide Hedge Counterparty Credit Support.Any collateral received from a Hedge Counterparty under a Hedge Agreement shall be depositedin the Hedge Counterparty Collateral Account.

If a Hedge Counterparty has defaulted in the payment when due of its(f)obligations to the Issuer under the Hedge Agreement, the Portfolio Manager shall make ademand on the Hedge Counterparty (or its guarantor under the Hedge Agreement) with a copy tothe Portfolio Manager, demanding payment by the close of business on such date (or by suchtime on the next succeeding Business Day if such knowledge is obtained after 11:30 a.m., NewYork time).

Each Hedge Agreement shall provide that it may not be terminated due to(g)the occurrence of an Event of Default until liquidation of the Assets has commenced.

[Signature page follows]

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IN WITNESS WHEREOF, we have set our hands as of the day and year firstwritten above.

EXECUTED AS A DEED BY

BLUEMOUNTAIN CLO 2015-3 LTD., asIssuer

By:Name:Title:

In the presence of:

Witness:Name:Title:

BLUEMOUNTAIN CLO 2015-3 LLC, asCo-Issuer

By:Name:Title:

U.S. BANK NATIONAL ASSOCIATION, asTrustee

By:Name:Title:

USActive 40057459.140057459.7

Annex A

DEFINITIONS

Except as otherwise specified herein or as the context may otherwise require, the followingterms shall have the respective meanings set forth below for all purposes of this Indenture:

“17g-5 Information”: The meaning specified in Section 14.15.

“17g-5 Website”: A password-protected internet website which shall initially be located athttps://www.structuredfn.com. Any change of the 17g-5 Website shall only occur after noticehas been delivered by the Issuer to the Information Agent, the Trustee, the CollateralAdministrator, the Portfolio Manager, the Initial Purchaser and the Rating Agencies stating thedate of change and new location of the 17g-5 Website.

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

“Accountants’ Effective Date Comparison AUP Report”: The meaning specified in Section 7.17(c).

“Accountants’ Effective Date Recalculation AUP Report”: The meaning specified in Section 7.17(c).

“Accountants’ Report”: An agreed upon procedure report of the firm or firms appointed by theIssuer pursuant to Section 10.9(a), including the Accountants’ Effective Date Comparison AUPReport and the Accountants’ Effective Date Recalculation AUP Report.

“Accounts”: Each of (i) the Payment Account, (ii) the Collection Account, (iii) the Ramp-UpAccount, (iv) the Revolver Funding Account, (v) the Expense Reserve Account, (vi) the ReserveAccount, (vii) the Custodial Account, (viii) the Contribution Account, (ix) the SupplementalReserve Account and (x) each Hedge Counterparty Collateral Account (if any).

“Accredited Investor”: An accredited investor as defined in Regulation D under the SecuritiesAct.

“Act of Holders”: The respective meaning specified in Section 14.2.

“Additional Junior Mezzanine Notes Proceeds”: Proceeds of the issuance of additional Junior Mezzanine Notes.

“Additional Notes”: Any Notes issued pursuant to Section 2.4.

“Additional Notes Closing Date”: The closing date for the issuance of any Additional Notespursuant to Section 2.4 as set forth in an indenture supplemental to this Indenture pursuant toSection 8.1.

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“Additional Subordinated Notes Proceeds”: Proceeds of the issuance of additional Subordinated Notes .

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

the Aggregate Principal Balance of the Collateral Obligations, including the(a)funded and unfunded balance on any Revolving Collateral Obligation or Delayed DrawdownCollateral Obligation, but excluding Excepted Current Pay Obligations, Defaulted Obligationsand Discount Obligations, plus

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

for all Defaulted Obligations that have been Defaulted Obligations for which: (I)(c)less than three years have elapsed since its default date, the lesser of (i) the S&P Collateral Valueand (ii) the Moody’s Collateral Value and (II) three years or more have elapsed since its default date, zero, plus

with respect to each Discount Obligation, the product of (x) the purchase price of(d)such Discount Obligation (expressed as a percentage of par) and (y) the Principal Balance ofsuch Discount Obligation on such date of determination), minus

the Excess CCC/Caa Adjustment Amount, plus(e)

with respect to each Excepted Current Pay Obligation, the S&P Recovery(f)Amount therefor;

provided that with respect to any Collateral Obligation that satisfies more than one of thedefinitions under clauses (c) through (f) above shall, for the purposes of this definition, betreated as belonging to the category of Collateral Obligations which results in the lowestAdjusted Collateral Principal Amount on any date of determination.

“Administration Agreement”: An agreement between the Administrator and the Issuer relatingto the various corporate management functions the Administrator will perform on behalf of theIssuer, including communications with shareholders and the general public, and the provision ofcertain clerical, administrative and other services in the Cayman Islands, as such agreement maybe amended, supplemented or varied from time to time.

“Administrative Expense Cap”: An amount equal on any Payment Date (when taken togetherwith any Administrative Expenses paid in the order of priority contained in the definition thereofduring the period since the preceding Payment Date or, in the case of the first Payment Date, theClosing Date) to the sum of (a) [0.02]% per annum (prorated for the related Interest AccrualPeriod on the basis of a 360-day year and the actual number of days elapsed) of the Fee BasisAmount on the Determination Date relating to the immediately preceding Payment Date (or, forpurposes of calculating this clause (a) in connection with the first Payment Date, on the ClosingDate) and (b) U.S.$[200,000] per annum (prorated for the related Interest Accrual Period on the

USActive 40057459.140057459.7Annex A- 2

basis of a 360-day year comprised of twelve 30-day months); provided, however, that, if theamount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A) (including any excessapplied in accordance with this proviso) on the three immediately preceding Payment Dates orduring the related Collection Periods is less than the stated Administrative Expense Cap (withoutregard to any excess applied in accordance with this proviso) in the aggregate for such threepreceding Payment Dates, the excess may be applied to the Administrative Expense Cap withrespect to the then-current Payment Date so long as the application of such excess does not resultin the non-payment of interest on any Class of Notes that are not Deferrable Notes; provided,further, that in respect of each of the first four Payment Dates from the Closing Date, suchexcess amount shall be calculated based on the Payment Dates, if any, preceding such PaymentDate.

“Administrative Expenses”: The fees, expenses (including indemnities) and other amounts dueor accrued with respect to any Payment Date and payable in the following order by the Issuer orthe Co-Issuer: first, to the Trustee (including indemnities) in each of its capacities pursuant tothis Indenture, second, to the Bank (including indemnities), in each of its capacities other thanTrustee (including as Collateral Administrator) for its fees and expenses under the applicableTransaction Documents, third, to make any capital infusion to a Tax Subsidiary necessary to payany taxes or governmental fees owing by such Tax Subsidiary to the extent not paid by such TaxSubsidiary, and then fourth, on a pro rata basis to:

the Independent accountants, agents (other than the Portfolio Manager)(i)and counsel of the Issuer for fees and expenses;

the Rating Agencies for fees and expenses (including surveillance fees) in(ii)connection with any rating of the Secured Notes or in connection with the rating of (orprovision of credit estimates in respect of) any Collateral Obligations;

the Portfolio Manager under this Indenture and the Portfolio Management(iii)Agreement, including without limitation reasonable expenses of the Portfolio Manager(including (x) actual fees incurred and paid by the Portfolio Manager for its accountants,agents, counsel and administration (including without limitation fees payable toprofessionals in connection with complying with FAS 167 and other current or futureaccounting standards which may be applicable to the Portfolio Manager) and (y)out-of-pocket travel and other miscellaneous expenses incurred and paid by the PortfolioManager in connection with the Portfolio Manager’s management of the CollateralObligations (including without limitation expenses related to the workout of CollateralObligations), which shall be allocated among the Issuer and other clients of the PortfolioManager to the extent such expenses are incurred in connection with the PortfolioManager’s activities on behalf of the Issuer and such other clients) actually incurred andpaid in connection with the purchase or sale of any Collateral Obligations, any otherexpenses actually incurred and paid in connection with the Collateral Obligations andamounts payable pursuant to Section 7.2 of the Portfolio Management Agreement butexcluding the Management Fee;

the Administrator pursuant to the Administration Agreement and the(iv)Registered Office Agreement;

USActive 40057459.140057459.7Annex A- 3

any unpaid costs and expenses related to a Refinancing or a Re-Pricing;(v)and

any other Person in respect of any other fees or expenses permitted under(vi)this Indenture and the documents delivered pursuant to or in connection with thisIndenture (including expenses incurred in connection with setting up and administeringTax Subsidiaries, the payment of facility rating fees, the costs to the Issuer of achieving FATCA Compliance and all legal and other fees and expenses incurred in connectionwith the purchase or sale of any Collateral Obligations and any other expenses incurredin connection with the Collateral Obligations, including any Excepted Advances) and theNotes, including but not limited to, amounts owed to the Co-Issuer pursuant to Section 7.1, any amounts due in respect of the listing of the Notes on any stock exchange ortrading system, any costs associated with producing Certificated Notes; and

any other Person in connection with the Issuer achieving FATCA (vii)Compliance;

provided that (x) amounts due in respect of actions taken on or before the Closing Date shall notbe payable as Administrative Expenses but shall be payable only from the Expense ReserveAccount pursuant to Section 10.3(d), (y) for the avoidance of doubt, amounts that are specifiedas payable under the Priority of Payments that are not specifically identified therein asAdministrative Expenses (including, without limitation, interest and principal in respect of theNotes and amounts owing to Hedge Counterparties) shall not constitute Administrative Expensesand (z) the Portfolio Manager may direct the payment of Rating Agency fees (only out ofamounts available pursuant to clause (b) of the definition of “Administrative Expense Cap”)other than in the order required above if, in the Portfolio Manager’s commercially reasonablejudgment, such payments are necessary to avoid the withdrawal of any currently assigned ratingon any Outstanding Class of Secured Notes.

“Administrator”: MaplesFS Limited, a licensed trust company incorporated in the CaymanIslands, and its successors and assigns in such capacity.

“Affected Bank”: A “bank” for purposes of Section 881 of the Code or an entity affiliated withsuch a bank that directly or indirectly owns more than 33 1/3% of the Aggregate OutstandingAmount of either the Class E Notes or the Subordinated Notes Outstanding and (x) is not a “U.S.Person” as defined under Section 7701(a)(30) of the Code and, (y) is not entitled to the benefitsof an income tax treaty with the United States under which withholding taxes on interestpayments made by obligors resident in the United States to such bank are reduced to 0% and (z) fails to provide the Issuer with an IRS Form W-8ECI representing that payments on the Notes it receives are effectively connected with its trade or business in the United States.

“Affiliate” or “Affiliated”: With respect to a Person, (a) any other Person who, directly orindirectly, is in control of, or controlled by, or is under common control with, such Person or (b)any other Person who is a director, officer or employee (i) of such Person, (ii) of any subsidiaryor parent company of such Person or (iii) of any Person described in clause (a) above; providedthat neither the Administrator nor any special purpose entity for which it acts as share trustee or

USActive 40057459.140057459.7Annex A- 4

administrator shall be deemed to be an Affiliate of the Issuer or the Co-Issuer solely because theAdministrator or any of its Affiliates serves as administrator or share trustee for the Issuer or theCo-Issuer. For the purposes of this definition, control of a Person shall mean the power, direct orindirect, (x) to vote more than 50% of the securities having ordinary voting power for theelection of directors of any such Person or (y) to direct or cause the direction of the managementand policies of such Person whether by contract or otherwise; provided that no special purposecompany to which the Portfolio Manager provides investment advisory services shall beconsidered an Affiliate of the Portfolio Manager; provided, further, that no entity to which theAdministrator provides shares trustee and/or administration services, including the provision ofdirectors, will be considered to be an Affiliate of the Issuer solely by reason thereof.

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

“Aggregate Outstanding Amount”: With respect to any of the Notes as of any date, theaggregate principal amount of such Notes Outstanding (including any Deferred Interestpreviously added to the principal amount of any Class of Deferrable Notes that remains unpaid)on such date.

“Aggregate Principal Balance”: When used with respect to all or a portion of the CollateralObligations or the Pledged Obligations, the sum of the Principal Balances of all or of suchportion of the Collateral Obligations or Pledged Obligations, respectively; provided, that forpurposes of calculating the Aggregate Principal Balance of the Pledged Obligations under clause(g) of the definition of Event of Default, (i) each Defaulted Obligation shall be included at theMarket Value thereof and (ii) with respect to any TaxedTax Asset held by a Tax Subsidiary,such TaxedTax Asset will be treated in the same manner as if it were held directly by the Issuer.

“Aggregate Ramp-Up Par Amount”: An Prior to the Refinancing Date, an amount equal toU.S.$450,000,000.450,000,000 and on or after the Refinancing Date, U.S.$[].

“Aggregate Ramp-Up Par Condition”: A condition satisfied as of the end of the Ramp-UpPeriod if the Issuer has purchased, or entered into binding commitments to purchase (it beingunderstood that the cash to be applied to settlement of any such committed purchase shall bedeemed to be the Collateral Obligation purchased for purposes of this calculation), CollateralObligations, including Collateral Obligations acquired by the Issuer on or prior to the ClosingDate, having an Aggregate Principal Balance (provided that the Principal Balance of anyDefaulted Obligation shall be the lower of its S&P Collateral Value and its Moody’s CollateralValue) that in the aggregate equals or exceeds the Aggregate Ramp-Up Par Amount, withoutregard to prepayments, maturities or redemptions.

“Aggregated Reinvestment”: The meaning specified in Section 12.2(ad).

“Anniversary DateAlternative Rate”: The meaning specified in Exhibit Cthe definition of LIBOR.

“Applicable Issuer” or “Applicable Issuers”: With respect to the Secured Notes of any Class, theIssuer or each of the Co-Issuers, as specified in Section 2.3 and with respect to the Class D Notes, the Class E Notes and the Subordinated Notes, the Issuer only.

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“Asset Quality Matrix”: The following chart is used to determine which of the “row/column combinations” (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) arethe Asset Quality Matrix Combination applicable for purposes ofdetermining compliance with the Moody’s Diversity Test, the Moody’s Maximum Rating FactorTest and the Minimum Floating Spread Test, as set forth in Section 7.17(f).

Minimum Diversity ScoreMinimum WeightedAverage Spread (%) 40[] 45[] 50[] 55[] 60[] 65[] 70[] 75[] 80[]

2.10[]% 1915[

]1985[

]2040[

]2085[

]2130[

]2160[

]2190[

]2220[

]2250[

]2.20[]% 1960[

]2020[

]2075[

]2120[

]2160[

]2195[

]2225[

]2255[

]2280[

]2.30[]% 1990[

]2050[

]2110[

]2150[

]2190[

]2225[

]2260[

]2285[

]2310[

]2.40[]% 2025[

]2085[

]2140[

]2185[

]2225[

]2260[

]2295[

]2325[

]2350[

]2.50[]% 2060[

]2115[

]2170[

]2215[

]2260[

]2295[

]2330[

]2360[

]2390[

]2.60[]% 2095[

]2150[

]2205[

]2255[

]2300[

]2335[

]2370[

]2400[

]2430[

]2.70[]% 2130[

]2185[

]2240[

]2290[

]2340[

]2375[

]2410[

]2440[

]2470[

]2.80[]% 2160[

]2220[

]2280[

]2330[

]2375[

]2410[

]2445[

]2475[

]2505[

]2.90[]% 2190[

]2255[

]2320[

]2365[

]2410[

]2445[

]2480[

]2510[

]2540[

]3.00[]% 2230[

]2295[

]2355[

]2400[

]2445[

]2485[

]2520[

]2550[

]2575[

]3.10[]% 2270[

]2330[

]2390[

]2435[

]2480[

]2520[

]2560[

]2585[

]2610[

]3.20[]% 2300[

]2365[

]2425[

]2475[

]2520[

]2560[

]2595[

]2625[

]2650[

]3.30[]% 2330[

]2395[

]2460[

]2510[

]2560[

]2595[

]2630[

]2660[

]2690[

]3.40[]% 2365[

]2430[

]2495[

]2545[

]2590[

]2630[

]2665[

]2695[

]2725[

]3.50[]% 2400[

]2465[

]2530[

]2575[

]2620[

]2660[

]2700[

]2730[

]2760[

]3.60[]% 2430[

]2495[

]2560[

]2610[

]2670[

]2695[

]2730[

]2760[

]2790[

]3.70[]% 2460[

]2525[

]2590[

]2640[

]2700[

]2725[

]2760[

]2790[

]2820[

]

USActive 40057459.140057459.7Annex A- 6

Minimum Diversity ScoreMinimum WeightedAverage Spread (%) 40[] 45[] 50[] 55[] 60[] 65[] 70[] 75[] 80[]

3.80[]% 2495[

]2560[

]2625[

]2675[

]2725[

]2760[

]2795[

]2825[

]2855[

]3.90[]% 2520[

]2595[

]2660[

]2710[

]2760[

]2795[

]2830[

]2860[

]2890[

]4.00[]% 2550[

]2625[

]2690[

]2740[

]2790[

]2830[

]2865[

]2895[

]2925[

]4.10[]% 2580[

]2655[

]2720[

]2770[

]2820[

]2860[

]2900[

]2930[

]2960[

]4.20[]% 2615[

]2690[

]2755[

]2805[

]2855[

]2895[

]2930[

]2960[

]2990[

]4.30[]% 2650[

]2725[

]2790[

]2840[

]2890[

]2925[

]2960[

]2990[

]3020[

]4.40[]% 2675[

]2745[

]2820[

]2870[

]2920[

]2960[

]2995[

]3025[

]3055[

]4.50[]% 2700[

]2770[

]2850[

]2900[

]2950[

]2990[

]3030[

]3060[

]3090[

]4.60[]% 2735[

]2805[

]2880[

]2930[

]2980[

]3020[

]3060[

]3090[

]3120[

]4.70[]% 2770[

]2835[

]2910[

]2960[

]3010[

]3050[

]3090[

]3120[

]3150[

]4.80[]% 2800[

]2865[

]2940[

]2990[

]3040[

]3080[

]3120[

]3150[

]3180[

]4.90[]% 2830[

]2895[

]2970[

]3020[

]3070[

]3110[

]3150[

]3180[

]3210[

]5.00[]% 2860[

]2930[

]3005[

]3055[

]3105[

]3145[

]3180[

]3210[

]3240[

]5.10[]% 2890[

]2960[

]3040[

]3090[

]3140[

]3175[

]3210[

]3240[

]3270[

]Moody’s Maximum Weighted Average Rating Factor

“Asset Quality Matrix Combination”: The row/column combination in the Asset Quality Matrix chosen by the Portfolio Manager with notice to the Collateral Administrator (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable).

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

“Assigned Moody’s Rating”: The publicly available rating or the estimated rating expresslyassigned to a debt obligation (or facility) by Moody’s that addresses the full amount of theprincipal and interest promised.

USActive 40057459.140057459.7Annex A- 7

“Assumed Reinvestment Rate”: LIBOR (as determined on the most recent InterestDetermination Date relating to an Interest Accrual Period beginning on a Payment Date or theClosing Date, as applicable) minus 0.25% per annum; provided that the Assumed ReinvestmentRate shall not be less than 0.00%.

“Authenticating Agent”: With respect to the Notes, the Person designated by the Trustee toauthenticate such Notes on behalf of the Trustee pursuant to Section 6.14.

“Authorized Denominations”: The meaning specified in Section 2.3.

“Authorized Officer”: With respect to the Issuer or the Co-Issuer, any Officer or any otherPerson who is authorized to act for the Issuer or the Co-Issuer, as applicable, in matters relatingto, and binding upon, the Issuer or the Co-Issuer. With respect to the Portfolio Manager, anyOfficer, employee, member or agent of the Portfolio Manager who is authorized to act for thePortfolio Manager in matters relating to, and binding upon, the Portfolio Manager with respect tothe subject matter of the request, certificate or order in question. With respect to the CollateralAdministrator, any Officer, employee or agent of the Collateral Administrator who is authorizedto act for the Collateral Administrator in matters relating to, and binding upon, the CollateralAdministrator with respect to the subject matter of the request or certificate in question. Withrespect to the Trustee or any other bank or trust company acting as trustee of an express trust oras custodian, a Trust Officer. Each party may receive and accept a certification of the authorityof any other party as conclusive evidence of the authority of any person to act, and suchcertification may be considered as in full force and effect until receipt by such other party ofwritten notice to the contrary.

“Average Life”: On any date of determination with respect to any Collateral Obligation, thequotient obtained by dividing (i) the sum of the products of (a) the number of years (rounded tothe nearest one hundredth thereof) from such date of determination to the respective dates ofeach successive Scheduled Distribution of principal of such Collateral Obligation and (b) therespective amounts of principal of such Scheduled Distributions by (ii) the sum of all successiveScheduled Distributions of principal on such Collateral Obligation.

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

“Bank”: U.S. Bank National Association, a limited purpose national banking association withtrust powers (including any organization or entity succeeding to all or substantially all of thecorporate trust business of U.S. Bank National Association), in its individual capacity and not asTrustee, and any successor thereto.

“Bankruptcy Code” The U.S. Bankruptcy Code, Title 11 of the United States Code, as amendedfrom time to time.

USActive 40057459.140057459.7Annex A- 8

“Bankruptcy Exchange”: The exchange of a Defaulted Obligation (without the payment of any additional funds other than reasonable and customary transfer costs) for another debt obligation issued by another Obligor which, but for the fact that such debt obligation is a Defaulted Obligation or a Credit Risk Obligation, would otherwise qualify as a Collateral Obligation and (i) in the Portfolio Manager’s reasonable business judgment, at the time of the exchange, such debt obligation received on exchange has a better likelihood of recovery than the Defaulted Obligation to be exchanged, (ii) as determined by the Portfolio Manager, at the time of the exchange, the debt obligation received on exchange is no less senior in right of payment vis-à-vis such Obligor’s other outstanding indebtedness than the Defaulted Obligation to be exchanged vis-à-vis its Obligor’s other outstanding indebtedness, (iii) as determined by the Portfolio Manager, both prior to and after giving effect to such exchange, each of the Coverage Tests is satisfied or, if any Coverage Test was not satisfied prior to such exchange, such Coverage Test will be maintained or improved by such exchange, (iv) no other Bankruptcy Exchange has occurred during the Collection Period under which such Bankruptcy Exchange is occurring, (v) as determined by the Portfolio Manager, both prior to and after giving effect to such exchange, (x) not more than 3.0% of the Collateral Principal Amount consists of obligations received in a Bankruptcy Exchange and (y) the Aggregate Principal Balance of all obligations received in a Bankruptcy Exchange (whether or not still held by the Issuer) is not more than 5.0% of the Aggregate Ramp-Up Par Amount, (vi) the period for which the Issuer held the Defaulted Obligation to be exchanged shall be included for all purposes in this Indenture when determining the period for which the Issuer holds the debt obligation received on exchange, (vii) as determined by the Portfolio Manager, such exchanged Defaulted Obligation was not acquired in a Bankruptcy Exchange, (viii) the exchange does not take place during the Restricted Trading Period and (ix) the Bankruptcy Exchange Test is satisfied.

“Bankruptcy Exchange Test”: A test that is satisfied if, in the Portfolio Manager’s reasonable business judgment, the projected internal rate of return of the obligation obtained as a result of a Bankruptcy Exchange is greater than the projected internal rate of return of the Defaulted Obligation exchanged in a Bankruptcy Exchange, calculated by the Portfolio Manager by aggregating all Cash and the Market Value of any Collateral Obligation subject to a Bankruptcy Exchange at the time of each Bankruptcy Exchange.“Bankruptcy Law”: The Bankruptcy Code,Part V of the Companies Law (20132016 Revision) of the Cayman Islands as amended fromtime to time, the Bankruptcy Law (1997 Revision) of the Cayman Islands as amended from timeto time, and the Companies Winding Up Rules (2008) of the Cayman Islands, as amended fromtime to time and the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2008 ofthe Cayman Islands, as amended from time to time and the Foreign Bankruptcy Proceedings (International Cooperation) Rules 2008 of the Cayman Islands, as amended from time to time.

“Bankruptcy Subordination Agreement”: Shall have the The meaning providedspecified inSection 5.4(d).

“Base Management Fee”: The fee payable to the Portfolio Manager in arrears on each PaymentDate pursuant to Section 7.1 of the Portfolio Management Agreement and Section 11.1 of thisIndenture, in an amount (as certified by the Portfolio Manager to the Trustee with a copy to theCollateral Administrator) equal to 0.15[]% per annum (calculated on the basis of a 360-day

USActive 40057459.140057459.7Annex A- 9

year and the actual number of days elapsed during the applicable Collection Period) of the FeeBasis Amount at the beginning of the Collection Period with respect to such Payment Date.

“Base Rate Amendment”: The meaning specified in Section 8.1(a)(xxxi).

“Benefit Plan Investor”: (a) Any “employee benefit plan” (as defined in Section 3(3) of Title Iof ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) any“plan” as defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code,or (c) any entity whose underlying assets include “plan assets” by reason of any such employeebenefit plan’s or plan’s investment in the entity pursuant to 29 C.F.R. §2510.3-101, as modifiedby Section 3(42) of ERISA, or otherwise.

“Board of Directors”: With respect to the Issuer, the directors of the Issuer duly appointed bythe shareholders of the Issuer or the board of directors of the Issuer pursuant to the currentarticles of association of the Issuer, and with respect to the Co-Issuer, the directors of theCo-Issuer duly appointed by the stockholders of the Co-Issuer.

“Board Resolution”: With respect to the Issuer, a duly passed resolution of the Board ofDirectors of the Issuer and, with respect to the Co-Issuer, an action in writing by the solemember of the Co-Issuer.

“Bond”: Any fixed or floating rate debt security that is not a loan or an interest therein.

“Bridge Loan”: Any obligation incurred or issued in connection with a merger, acquisition,consolidation, sale of all or substantially all of the assets of a person or entity, restructuring orsimilar transaction, which obligation by its terms is required to be repaid within one year of theincurrence thereof with proceeds from additional borrowings or other refinancings (other thanany additional borrowing or refinancing if one or more financial institutions shall have providedthe issuer of such obligation with a binding written commitment to provide the same, so long as(i) such commitment is equal to the outstanding principal amount of the Bridge Loan and (ii)such committed replacement facility has a maturity of at least one year and cannot be extendedbeyond such one year maturity pursuant to the terms thereof); provided that any Bridge Loan acquired by the Issuer must have an Assigned Moody’s Rating and an explicit obligation rating from S&P (which rating may be public or private).

“Business Day”: Any day other than (i) a Saturday or a Sunday or (ii) a day on whichcommercial banks are authorized or required by applicable law, regulation or executive order toclose in New York, New York or in the city in which the principal Corporate Trust Office of theTrustee is located or, for any final payment of principal, in the relevant place of presentation.

“Caa Collateral Obligation”: A Collateral Obligation (other than a Defaulted Obligation) with aMoody’s Rating of “Caa1” or lower.

“Calculation Agent”: The meaning specified in Section 7.15.

“Cash”: Such Such money (as defined in Article 1 of the UCC) or funds denominated in coin orcurrency of the United States of America as at the time shall be legal tender for payment of allpublic and private debts, including funds standing to the credit of an Account.

USActive 40057459.140057459.7Annex A- 10

“CCC Collateral Obligation”: A Collateral Obligation (other than a Defaulted Obligation) with an S&P Rating of “CCC+” or lower.Cayman FATCA Legislation”: The Cayman Islands Tax Information Authority Law (2017 Revision) (as amended) together with regulations and guidance notes made pursuant to such Law (including such regulations and guidance notes implementing the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard).

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

“CCC/Caa Excess”: The excess, if any, of (x) the greater of (i) the Aggregate Principal Balanceof all Collateral Obligations (other than a Defaulted Obligation) with a Moody’s Rating of“Caa1” or lower and(excluding any such Collateral Obligations up to 2.0% of the Collateral Principal Amount with a Market Value less thanof at least 100% of its par value) and (ii) theAggregate Principal Balance of all Collateral Obligations (other than a Defaulted Obligation or a Discount Obligation) with an S&P Rating of “CCC+” or lower (excluding any such Collateral Obligations up to 2.0% of the Collateral Principal Amount with a Market Value of at least 100% of par), over (y) 7.5% of the Collateral Principal Amount as of the current Determination Date;provided, that in determining which of the Collateral Obligations shall be included in theCCC/Caa Excess, the Collateral Obligations with the lowest Market Value expressed as apercentage shall be deemed to constitute such CCC/Caa Excess.

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

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

“Certificated Secured Note”: The meaning specified in Section 2.2(b).

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

“Certificated SecuredSubordinated Note”: The meaning specified in Section 2.2(b).

“Certificated Subordinated Note”: The meaning specified in Section 2.2(b).

“CFR”: With respect to an obligor of a Collateral Obligation, if such obligor has a corporatefamily rating by Moody’s, then such corporate family rating; provided, if such obligor does nothave a corporate family rating by Moody’s but any entity in the obligor’s corporate family doeshave a corporate family rating, then the CFR is such corporate family rating.

“CFTC”: The Commodity Futures Trading Commission.

“Class”: In the case of (x) the Secured Notes, all of the Secured Notes having the same NoteInterest Rate, Stated Maturity and designation and (y) the Subordinated Notes, all of theSubordinated Notes.

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

USActive 40057459.140057459.7Annex A- 11

“Class A-1 Notes”: The Prior to the Refinancing Date, the Class A-1 Senior Secured FloatingRate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.2.3 and on and after the Refinancing Date, the Class A-1-R Notes.

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

“Class A-2 Notes”: The Prior to the Refinancing Date, the Class A-2 Senior Secured FloatingRate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3.2.3 and on and after the Refinancing Date, the Class A-2-R Notes.

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

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

“Class B Notes”: The Prior to the Refinancing Date, the Class B Senior Secured DeferrableFloating Rate Notes issued pursuant to this Indenture and having the characteristics specified inSection 2.3.2.3 and on and after the Refinancing Date, the Class B-R Notes.

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

“Class Break-even Default Rate”: With respect to the Highest Ranking Class, the maximumpercentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, asapplicable, can sustain, as determined by S&P, through application of the applicable S&P CDOMonitor chosen by the Portfolio Manager in accordance with Section 7.17(f)the definition of S&P CDO Monitor Test that is applicable to the portfolio of Collateral Obligations, which, aftergiving effect to S&P’s assumptions on recoveries, defaults and timing and to the Priority ofPayments, will result in sufficient funds remaining for the payment of such Class or Classes ofNotes in full. Not later than five Business Days after the end of the Ramp-Up Period, and fromtime to time thereafter, S&P will provide the Portfolio Manager and the Collateral Administratorwith the Class Break-even Default RatesRate for each S&P CDO Monitor determined by thePortfolio Manager (with notice to the Collateral Administrator) pursuant to the definition of“S&P CDO Monitor.”

“Class C Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test,each as applied with respect to the Class C Notes.

“Class C Notes”: The Prior to the Refinancing Date, the Class C Senior Secured DeferrableFloating Rate Notes issued pursuant to this Indenture and having the characteristics specified inSection 2.3.2.3 and on and after the Refinancing Date, the Class C-R Notes.

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

USActive 40057459.140057459.7Annex A- 12

“Class D Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test,each as applied with respect to the Class D Notes.

“Class D Notes”: The Prior to the Refinancing Date, the Class D Senior Secured DeferrableFloating Rate Notes issued pursuant to this Indenture and having the characteristics specified inSection 2.3.2.3 and on and after the Refinancing Date, the Class D-R Notes.

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

“Class Default Differential”: With respect to the Highest Ranking Class, at any time, the ratecalculated by subtracting the Class Scenario Default Rate for such Class or Classes of Notes atsuch time from the Class Break-even Default Rate for such Class or Classes of Notes at suchtime.

“Class E Coverage Test”: The Overcollateralization Ratio Test as applied with respect to the Class E Notes.“Class E Notes”: TheNotes”: Prior to the Refinancing Date, the Class E SeniorSecured Deferrable Floating Rate Notes issued pursuant to this Indenture and having thecharacteristics specified in Section 2.3.2.3 and on and after the Refinancing Date, the Class E-R Notes.

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

“Class Scenario Default Rate”: With respect to the Highest Ranking Class, at any time, anestimate of the cumulative default rate for the Current Portfolio or the Proposed Portfolio, asapplicable, consistent with S&P’s Initial Rating of such Class or Classes of Notes, determined byapplication by the Portfolio Manager and the Collateral Administrator of the S&P CDO Monitorat such time.

“Class X Notes”: The Class X-R Senior Secured Floating Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3.

“Class X Principal Amortization Amount”: For each Payment Date beginning with the Payment Date in [] 2018 and ending with the Payment Date occurring in [] 20[], the lesser of (1) the remaining aggregate outstanding principal amount of the Class X Notes and (2) U.S.$[].

“Clean-Up Call Redemption”: The meaning specified in Section 9.7(a).

“Clean-Up Call Redemption Date”: The meaning specified in Section 9.7(a).

“Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17Aof the Exchange Act.

“Clearing Corporation”: Each of (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entityincluded within the meaning of “clearing corporation” under Section 8-102(a)(5) of the UCC.

USActive 40057459.140057459.7Annex A- 13

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

“Clearstream”: Clearstream Banking, société anonyme.

“Closing Date”: September 22, 2015.2015, or, when relating solely to the Offered Securities, the Refinancing Date.

“Code”: The United States Internal Revenue Code of 1986, as amended.

“Co-Issued Notes”: The Class X Notes, the Class A-1 Notes, the Class A-2 Notes, the Class BNotes and the Class C Notes.

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

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

“Collateral Administration Agreement”: An agreement dated as of the Closing Date among theIssuer, the Portfolio Manager and the Collateral Administrator, as amended from time to time.

“Collateral Administrator”: The Bank, in its capacity as such under the CollateralAdministration Agreement, and any successor thereto.

“Collateral Interest Amount”: As of any date of determination, without duplication, theaggregate amount of Interest Proceeds that has been received or that is expected to be received(other than Interest Proceeds expected to be received from Defaulted Obligations, DeferrableObligations and Partial Deferrable Obligations, but including (x) Interest Proceeds actuallyreceived from Defaulted Obligations (in accordance with the definition of “Interest Proceeds”)and Deferrable Obligations (in accordance with the definition of “Interest Proceeds”) and (y)Interest Proceeds expected to be received of the type described in clause (i) of the definition of“Partial Deferrable Obligation”), in each case during the Collection Period (and, if suchCollection Period does not end on a Business Day, the next succeeding Business Day) in whichsuch date of determination occurs (or after such Collection Period but on or prior to the relatedPayment Date if such Interest Proceeds would be treated as Interest Proceeds with respect tosuch Collection Period).

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

USActive 40057459.140057459.7Annex A- 14

is U.S. Dollar denominated and is not convertible by (a) the Issuer or (b)(i)the Obligor of such Collateral Obligation into any other currency, with any paymentsunder such Collateral Obligation to be made only in U.S. Dollars;

is not a Defaulted Obligation (unless such obligation is being acquired in (ii)connection with a Bankruptcy Exchange)or a Credit Risk Obligation;

is not a lease;(iii)

if (x) a Deferrable Obligation, is not currently deferring payment of any(iv)accrued and unpaid interest which would have otherwise been due and continues toremain unpaid, or (y) a Partial Deferrable Obligation, is not currently in default withrespect to the portion of the interest due thereon to be paid in Cash on each payment datewith respect thereto;

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

does not constitute Margin Stock;(vi)

has payments that do not and will not subject the Issuer to withholding tax(vii)or other similar tax (except for withholding taxes which may be payable with respect tocommitment fees and other similar fees associated with Collateral Obligationsconstituting Revolving Collateral Obligations or Delayed Drawdown CollateralObligations and any taxes imposed pursuant to FATCA) unless the related obligor isrequired to make “gross-up” payments that ensure that the net amount actually receivedby the Issuer (after payment of all taxes, whether imposed on such obligor or the Issuer)will equal the full amount that the Issuer would have received had no such taxes beenimposed;

has a Moody’s Rating higher than or equal to “Caa3” and an S&P Rating(viii)higher than or equal to “CCC-” (unless such obligation is being acquired in a Bankruptcy Exchange);

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

is not the subject of a Securities Lending Agreement;(x)

except for Delayed Drawdown Collateral Obligations and Revolving(xi)Collateral Obligations, is not an obligation pursuant to which any future advances orpayments, other than Excepted Advances, to the borrower or the obligor thereof may berequired to be made by the Issuer;

does not have an “f,” “r,” “p,” “pi,” “q,” “sf” or “t” subscript assigned by(xii)S&P or an “sf” subscript assigned by Moody’s;

USActive 40057459.140057459.7Annex A- 15

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

is not subject to an Offer for a price less than its purchase price plus all(xiv)accrued and unpaid interest or in respect of which an Equity Security would be received;

is issued by an entity that is Domiciled in the United States of America or(xv)is not an Emerging Market Obligor;

(xvi) is not a Bond or a letter of credit;

does not mature after the original Stated Maturity of the Notes;(xvi)

is not a Bond or a letter of credit;(xvii)

either (A) is issued by an entity that is treated for U.S. federal income tax(xviii)purposes as a corporation that is not a United States real property holding corporation asdefined in Section 897(c)(2) of the Code for U.S. federal income tax purposes, unless thestock is of a class that is regularly traded on an established securities market and theIssuer holds no more than 5% of such class of stock, all within the meaning of Section897(c)(3) of the Code, (B) is treated as indebtedness for U.S. federal income tax purposesand is not a United States real property interest as defined under Section 897 of the Code,or (C) the Issuer has received written advice from Paul HastingsCadwalader, Wickersham & Taft LLP or Perkins CoieMilbank, Tweed, Hadley & McCloy LLP or anopinion of other nationally recognized U.S. tax counsel experienced in such matters tothe effect that the acquisition, ownership or disposition of such obligation will not causethe Issuer to be treated as engaged in a trade or business within the United States for U.S.federal income tax purposes or otherwise subject the Issuer to U.S. federal income tax ona net income tax basis;

is not an Equity Security or convertible into an Equity Security or an(xix)obligation with attached equity warrants;

is not a Structured Finance Obligation, a Step-Up Obligation, a (xx)Step-Down Obligation, a Zero-Coupon Obligation or, an Interest Only Security, aSynthetic Security or an interest in a grantor trust;

is scheduled to pay interest semi-annually or more frequently;(xxi)

is purchased at a price equal to or greater than 6055% of its par value; (xxii)

is not a Non-Recourse Obligation;(xxiii)

is Registered; and(xxiv)

other than Collateral Obligations constituting additional issuances of (xxv)obligations by an issuer to a previous issue of obligations , DIP Collateral Obligations

USActive 40057459.140057459.7Annex A- 16

and Collateral Obligations arising from a restructuringin the case of a Specified Restructuring Obligation, is an obligation of an obligorObligor that is part of an issue (which, with respect to loans, shall mean all tranches under a single credit facility) with an original issuancewhich has a total potential indebtedness (under loan agreements, indentures and other instruments governing such obligor’s indebtedness) with an aggregate principal amount, whether drawn or undrawn, of at least equal to$150,000,000.

“Collateral Principal Amount”: As of any date of determination, the sum of (a) the AggregatePrincipal Balance of the Collateral Obligations, including the funded and unfunded balance onany Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, and (b)without duplication, the amounts on deposit in the Collection Account, the Contribution Account and the Supplemental Reserve Account representing Principal Proceeds and the Ramp-UpAccount (including Eligible Investments therein).

“Collateral Quality Test”: A test satisfied if, as of any date on which a determination is requiredhereunder at, or subsequent to, the end of the Ramp-Up Period, in the aggregate, the CollateralObligations owned (or in relation to a proposed purchase of a Collateral Obligation, proposed tobe owned) by the Issuer satisfy each of the tests set forth below (or, unless otherwise explicitlyprovided for in Section 12.2(a), if any such test is not satisfied, the results of such test aremaintained or improved), calculated in each case as required by Section 1.2:

the Minimum Fixed Coupon Test;(i)

the Minimum Floating Spread Test;(ii)

the Moody’s Maximum Rating Factor Test;(iii)

the Moody’s Diversity Test;(iv)

the S&P CDO Monitor Test;(v)

the Moody’s Minimum Weighted Average Recovery Rate Test; and(vi)

the Weighted Average Life Test.(vii)

“Collection Account”: Collectively, the Interest Collection Account and the Principal CollectionAccount.

“Collection Period”: With respect to any Payment Date, the period commencing immediatelyfollowing the prior Collection Period (or on the Closing Date, in the case of the CollectionPeriod relating to the first Payment Date) and ending (i) on (but excluding) the day that is eightBusiness Days prior to the Payment Date or (ii) in the case of the final Collection Periodpreceding the latest Stated Maturity of any Class of Notes or the final Collection Periodpreceding an Optional Redemption or a Clean-Up Call Redemption of the Notes, on the daypreceding such Stated Maturity or the Redemption Date.

USActive 40057459.140057459.7Annex A- 17

“Concentration Limitations”: Limitations satisfied, if, as of any date of determination at orsubsequent to the end of the Ramp-Up Period, in the aggregate, the Collateral Obligations owned(or in relation to a proposed purchase of a Collateral Obligation, proposed to be owned) by theIssuer comply with all of the requirements set forth below, calculated in each case as required bySection 1.2.

no more than the percentage listed below of the Collateral Principal(i)Amount may be issued by obligors Domiciled in the country or countries set forthopposite such percentage:

% Limit Country or Countries[20.0]% All countries (in the aggregate) other than the United States[20.0]% All Group Countries in the aggregate[15.0]% The United Kingdom[7.5]% All Tax Advantaged Jurisdictions in the aggregate

[20.0]% All Group I Countries in the aggregate[10.0]% Any individual Group I Country[10.0]% All Group II Countries in the aggregate[5.0]% Any individual Group II Country[7.5]% All Group III Countries in the aggregate[5.0]% Any individual Group III Country[0.0]% Greece, Italy, Portugal, and Spain and Ireland in the aggregate

unfunded commitments under Delayed Drawdown Collateral Obligations(ii)and unfunded and funded commitments under Revolving Collateral Obligations may notbe more than [15.0]% of the Collateral Principal Amount;

with respect to any Participation Interest, the Moody’s Counterparty(iii)Criteria are met;

not less than [90.0]% of the Collateral Principal Amount may consist of(iv)Collateral Obligations that are Senior Secured Loans (assuming for purposes of thesecalculations that Eligible Investments representing Principal Proceeds are Senior SecuredLoans);

not more than [10.0]% of the Collateral Principal Amount may consist of(v)Collateral Obligations that are Second Lien Loans or Senior Unsecured Loans;

not more than [5.0]% of the Collateral Principal Amount may consist of(vi)fixed rate Collateral Obligations;

not more than [10.0]% of the Collateral Principal Amount may consist of(vii)Participation Interests;

not more than [5.0]% of the Collateral Principal Amount may consist of(viii)Deferrable Obligations and Partial Deferrable Obligations;

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not more than [7.5]% of the Collateral Principal Amount may consist of(ix)DIP Collateral Obligations;

not more than [2.0]% of the Collateral Principal Amount may consist of(x)obligations issued by a single obligor, except that obligations issued by up to fiveobligors in respect of Collateral Obligations may each constitute up to [2.5]% of theCollateral Principal Amount; provided that (x) an obligor shall not be considered anAffiliate of another obligor solely because they are controlled by the same financialsponsor and (y) with respect to Collateral Obligations that are not Senior Secured Loans, not more than 1.0% of the Collateral Principal Amount may consist of obligations issued by a single obligor of such obligations;

not more than [10.0]% of the Collateral Principal Amount may consist of(xi)obligations in the same S&P Industry Classification group, except that, withoutduplication, (x) Collateral Obligations in up to [three] S&P Industry Classification groupsmay each constitute up to [12.0]% of the Collateral Principal Amount and (y) CollateralObligations in [one] S&P Industry Classification group may constitute up to [15.0]% ofthe Collateral Principal Amount;

not more than [7.5]% of the Collateral Principal Amount may consist of(xii)Collateral Obligations with a Moody’s Rating of “Caa1” or below;

not more than [7.5]% of the Collateral Principal Amount may consist of(xiii)Collateral Obligations with an S&P Rating of “CCC+” or below;

the Third Party Credit Exposure may not exceed [20.0]% of the Collateral(xiv)Principal Amount and the Third Party Credit Exposure Limits may not be exceeded;

not more than [5.0]% of the Collateral Principal Amount may consist of(xv)Collateral Obligations that are required to pay interest less frequently than quarterly;

not more than 0.0% of the Collateral Principal Amount may consist of (xvi)obligations with attached equity warrants;(xvii) not more than [5.0]% of theCollateral Principal Amount may consist of Bridge Loans;

not more than [2.5]% of the Collateral Principal Amount may consist of(xvii)Current Pay Obligations;

not more than 0.0% of the Collateral Principal Amount may consist of (xviii)Zero-Coupon Obligations;

(xx) not more than 5.0% of the Collateral Principal Amount may consist of Step-Up Obligations;

(xxi) not more than 5.0% of the Collateral Principal Amount may consist of Step-Down Obligations;

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(xxii) not more than 0.0% of the Collateral Principal Amount may consist of Synthetic Securities;

(xxiii) not more than 0.0% of the Collateral Principal Amount may consist of Structured Finance Obligations;(xxiv) [reserved];(xxv) not more than [60.0]% of the Collateral Principal Amount may consist of Cov-Lite Loans;

not more than [15.0]% of the Collateral Principal Amount may consist of(xix)Collateral Obligations with a Moody’s Rating derived from an S&P Rating as providedin clauses (b)(A) or (B) of the definition of the term “Moody’s Derived Rating”; and

not more than [10.0]% of the Collateral Principal Amount may consist of(xx)Collateral Obligations with an S&P Rating derived from a Moody’s Rating as providedin clause (iii)(a) of the definition of the term “S&P Rating.;” and

not more than [5.0]% of the Collateral Principal Amount may consist of (xxi)Specified Restructuring Obligations.

“Condition”: The meaning specified in Section 14.16.

“Contribution”: The meaning specified in Section 10.3(f).

“Contribution Account”: The meaning specified in Section 10.3(f).

“Contributor”: The meaning specified in Section 10.3(f).

“Controlling Class”: The Class A-1 Notes so long as any Class A-1 Notes are Outstanding; thenthe Class A-2 Notes so long as any Class A-2 Notes are Outstanding; then the Class B Notes solong as any Class B Notes are Outstanding; then the Class C Notes so long as any Class C Notesare Outstanding; then the Class D Notes so long as any Class D Notes are Outstanding; then theClass E Notes so long as any Class E Notes are Outstanding; and then the Subordinated Notes ifno Secured Notes are Outstanding. For the avoidance of doubt, the Class X Notes shall not constitute the Controlling Class at any time.

“Controlling Person”: Any Person (other than a Benefit Plan Investor) who has discretionaryauthority or control with respect to the assets of the Issuer or the Co-Issuer or who providesinvestment advice for a fee (direct or indirect) with respect to such assets or an “affiliate” (withinthe meaning of 29 C.F.R. §2510.3-101(f)(3)) of such a Person.

“Corporate Trust Office”: The corporate trust office of the Trustee (a) for Note transfer purposesand presentment of the Notes for final payment thereon, 111 Fillmore Avenue East, St. Paul, MN55107, Attention: Bond Holder Services—BlueMountain CLO 2015-3 Ltd. and (b) for all otherpurposes, One Federal Street, 3rd Floor, Boston, MA 02110, Attention: Corporate TrustServices—BlueMountain CLO 2015-3 Ltd., or such other address as the Trustee may designatefrom time to time by notice to the Holders, the Portfolio Manager, the Issuer and each RatingAgency, or the principal corporate trust office of any successor Trustee.

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“Cov-Lite Loan”: A Senior Secured Loan that (i) does not contain any financial covenants or (ii)requires the underlying obligor to comply with an Incurrence Covenant, but does not require theunderlying obligor to comply with a Maintenance Covenant; provided, that for all purposes otherthan the determination of the S&P Recovery Rate for such loan, a loan described in clause (i) or(ii) above which either contains a cross-default provision to, or is pari passu with, another loanof the underlying obligor forming part of the same loan facility that requires the underlyingobligor to comply with a Maintenance Covenant will be deemed not to be a Cov-Lite Loan.

“Coverage Tests”: The Class A Coverage Tests, the Class B Coverage Tests, the Class CCoverage Tests, and the Class D Coverage Tests and. For the avoidance of doubt, the Class EX Notes will not be included for the purposes of calculating any Coverage Test.

“CR Assessment”: The counterparty risk assessment published by Moody’s.

“Credit Amendment”: Any Maturity Amendment that, in the Portfolio Manager’s reasonable judgment exercised in accordance with the Portfolio Management Agreement, is (a) necessary to prevent the related Collateral Obligation from becoming a Defaulted Obligation or (b) consummated in connection with an insolvency, bankruptcy, winding up or in-court workout of the related obligor.

“Credit Improved Obligation”: (a) So long as a Restricted Trading Period is not in effect, anyCollateral Obligation that in the Portfolio Manager’s commercially reasonable businessjudgment has significantly improved in credit quality from the condition of its credit at the timeof purchase which judgment may (but need not) be based on one or more of the following facts:

it has a market price that is greater than the price that is warranted by its(i)terms and credit characteristics, or improved in credit quality since its acquisition by theIssuer;

the issuer of such Collateral Obligation has shown improved financial(ii)results since the published financial reports first produced after it was purchased by theIssuer;

the obligor of such Collateral Obligation since the date on which such(iii)Collateral Obligation was purchased by the Issuer has raised significant equity capital orhas raised other capital that has improved the liquidity or credit standing of such obligor;or

with respect to which one or more of the following criteria applies:(iv)

such Collateral Obligation has been upgraded or put on a watch list(A)for possible upgrade by either of the Rating Agencies since the date on whichsuch Collateral Obligation was acquired by the Issuer;

the Disposition Proceeds (excluding Disposition Proceeds that(B)constitute Interest Proceeds) of such Collateral Obligation would be at least 101%of its purchase price;

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the price of such Collateral Obligation has changed during the(C)period from the date on which it was acquired by the Issuer to the proposed saledate by a percentage either at least 0.25% more positive, or 0.25% less negative,as the case may be, than the percentage change in the average price of theapplicable Eligible Loan Index over the same period;

the price of such Collateral Obligation changed during the period(D)from the date on which it was acquired by the Issuer to the date of determinationby a percentage either at least 0.50% more positive, or at least 0.50% lessnegative, as the case may be, than the percentage change in a nationallyrecognized loan index selected by the Portfolio Manager over the same period;

the spread over the applicable reference rate for such Collateral(E)Obligation has been decreased in accordance with the underlying CollateralObligation since the date of acquisition by (1) 0.25% or more (in the case of aloan with a spread (prior to such decrease) less than or equal to 2.00%), (2)0.375% or more (in the case of a loan with a spread (prior to such decrease)greater than 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in thecase of a loan with a spread (prior to such decrease) greater than 4.00%) due, ineach case, to an improvement in the related borrower’s financial ratios orfinancial results;

with respect to fixed-rate Collateral Obligations, there has been a(F)decrease in the difference between its yield compared to the yield on the relevantUnited States Treasury security of more than 7.5% since the date of purchase; or

it has a projected cash flow interest coverage ratio (earnings before(G)interest and taxes divided by cash interest expense as estimated by the PortfolioManager) of the underlying borrower or other obligor of such CollateralObligation that is expected to be more than 1.15 times the current year’s projectedcash flow interest coverage ratio; or

if a Restricted Trading Period is in effect, any Collateral Obligation:(b)

that in the Portfolio Manager’s commercially reasonable business(i)judgment has significantly improved in credit quality from the condition of its credit atthe time of purchase and with respect to which one or more of the criteria referred to inclause (a)(iv) above applies, or

with respect to which a Majority of the Controlling Class vote to treat(ii)such Collateral Obligation as a Credit Improved Obligation.

“Credit Risk Obligation”: Any Collateral Obligation that in the Portfolio Manager’scommercially reasonable business judgment has a significant risk of declining in credit qualityand, with a lapse of time, becoming a Defaulted Obligation and if a Restricted Trading Period isin effect:

USActive 40057459.140057459.7Annex A- 22

any Collateral Obligation as to which one or more of the following criteria(a)applies:

such Collateral Obligation has been downgraded or put on a watch list for(i)possible downgrade by either of the Rating Agencies since the date on which suchCollateral Obligation was acquired by the Issuer;

the price of such Collateral Obligation has changed during the period from(ii)the date on which it was acquired by the Issuer to the proposed sale date by a percentageeither at least 0.25% more negative, or at least 0.25% less positive, as the case may be,than the percentage change in the average price of an Eligible Loan Index;

the Market Value of such Collateral Obligation has decreased by at least(iii)1.00% of the price paid by the Issuer for such Collateral Obligation;

the spread over the applicable reference rate for such Collateral Obligation(iv)has been increased in accordance with the underlying Collateral Obligation since the dateof acquisition by (1) 0.25% or more (in the case of a loan with a spread (prior to suchincrease) less than or equal to 2.00%), (2) 0.375% or more (in the case of a loan with aspread (prior to such increase) greater than 2.00% but less than or equal to 4.00%) or (3)0.50% or more (in the case of a loan with a spread (prior to such increase) greater than4.00%) due, in each case, to a deterioration in the related borrower’s financial ratios orfinancial results;

such Collateral Obligation has a projected cash flow interest coverage(v)ratio (earnings before interest and taxes divided by cash interest expense as estimated bythe Portfolio Manager) of the underlying borrower or other obligor of such CollateralObligation of less than 1.00 or that is expected to be less than 0.85 times the currentyear’s projected cash flow interest coverage ratio; or

with respect to fixed-rate Collateral Obligations, an increase since the date(vi)of purchase of more than 7.5% in the difference between the yield on such CollateralObligation and the yield on the relevant United States Treasury security; or

with respect to which a Majority of the Controlling Class consents to treat such(b)Collateral Obligation as a Credit Risk Obligation.

“Cumulative Deferred Base Management Fee”: The cumulative amount of theSubordinatedBase Management Fee that the Portfolio Manager has elected to defer on priorPayment Dates and has not yet been repaid.

“Cumulative Deferred Management Fee”: The Cumulative Deferred Base Management Fee and the Cumulative Deferred Subordinated Management Fee, collectively.

“Cumulative Deferred Subordinated Management Fee”: The cumulative amount of the Subordinated Management Fee that the Portfolio Manager has elected to defer on prior Payment Dates and has not yet been repaid.

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“Current Deferred Management Fee”: All or any portion of the Base Management Fee or the Subordinated Management Fee, as applicable, deferred by the Portfolio Manager in its solediscretion payable in accordance with the Priority of Payments on any Payment Date.

“Current Pay Obligation”: Any Collateral Obligation (other than a DIP Collateral Obligation)that (i) would otherwise be a Defaulted Obligation but for the exclusion of Current PayObligations from the definition of Defaulted Obligation pursuant to the proviso at the end ofsuch definition; (ii) (a) if the issuer of such Collateral Obligation is subject to a bankruptcyproceeding, the relevant court has authorized the issuer to make payments of principal andinterest on such Collateral Obligation and no such payments that are due and payable are unpaid(and no other payments authorized by the court are unpaid), and (b) otherwise, no interestpayments or scheduled principal payments are due and payable that are unpaid; (iii) satisfies theS&P Additional Current Pay Criteria; and (iv) for so long as Moody’s is a Rating Agency inrespect of any Class of Secured Notes, such Collateral Obligation has a facility rating fromMoody’s of either (A) at least “Caa1” (and if “Caa1,” not on watch for downgrade) and itsMarket Value is at least 80% of its par value or (B) at least “Caa2” (and if “Caa2,” not on watchfor downgrade) and its Market Value is at least 85% of its par value (provided that for purposesof this definition, with respect to a Collateral Obligation already owned by the Issuer whosefacility rating from Moody’s is withdrawn, the facility rating shall be the last outstanding facilityrating before the withdrawal; provided, further, that for purposes of this clause (iv), the MarketValue shall not be determined pursuant to clause (iii) of the definition of Market Value);provided, however, that to the extent the Aggregate Principal Balance of all CollateralObligations that would otherwise be Current Pay Obligations exceeds 7.5% in AggregatePrincipal Balance of the Current Portfolio, such excess over 7.5% shall constitute DefaultedObligations; provided, further, that in determining which of the Collateral Obligations shall beincluded in such excess, the Collateral Obligations with the lowest Market Value expressed as apercentage shall be deemed to constitute such excess; provided, further, that each such CollateralObligation included in such excess shall be treated as a Defaulted Obligation for all purposesuntil such time as the Aggregate Principal Balance of Collateral Obligations that wouldotherwise be Current Pay Obligations would not exceed, on a pro forma basis including suchDefaulted Obligation, 7.5% in Aggregate Principal Balance of the Current Portfolio.

“Current Portfolio”: At any time, the portfolio of Collateral Obligations and EligibleInvestments representing Principal Proceeds (determined in accordance with Section 1.2 to theextent applicable), then held by the Issuer.

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

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

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

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“Defaulted Obligation”: Any Collateral Obligation included in the Assets shall constitute a“Defaulted Obligation” if:

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

a default known to the Portfolio Manager as to the payment of principal and/or(b)interest has occurred and is continuing on another Collateral Obligation of the sameissuerobligor which is senior or pari passu in right of payment to such Collateral Obligation(provided that both Collateral Obligations are full recourse obligations), without regard to anygrace period applicable thereto, or waiver thereofor forbearance thereof, after the passage (in the case of a default that in the Portfolio Manager’s judgment, as certified to the Trustee in writing, is not due to credit related causes) of five Business Days or seven calendar days, whichever is greater but in no case beyond the passage of any grace period applicable thereto) and the holders thereof have accelerated the maturity of all or a portion of such obligation (but only until such acceleration has been rescinded) (provided that both the Collateral Obligation and such other debt obligation are full recourse obligations of the applicable obligor or secured by the same collateral);

the obligor or others have instituted proceedings to have the obligor adjudicated(c)as bankrupt or insolvent or placed into receivership and such proceedings have not been stayedor dismissed within 60 days of filing or such obligor has filed for protection under Chapter 11 ofthe United States Bankruptcy Code;

such Collateral Obligation has (x) an S&P Rating of “CC” or below, (y) an S&P(d)Rating of “D” or “SD” or (z) a “probability of default” rating assigned by Moody’s of “D” or“LD” or, in each case, had such ratings before they were withdrawn by S&P or Moody’s, asapplicable;

such Collateral Obligation is pari passu or subordinate in right of payment as to(e)the payment of principal and/or interest to another debt obligation of the same obligor which (i)has (i) an S&P Rating of “CC” or lower or “D” or “SD” or had such rating before withdrawn orthe obligor has(ii) a “probability of default” rating assigned by Moody’s of “D” or “LD,” and ineach case under the foregoing clauses (i) or (ii) such other debt obligation remains outstanding(provided that both the Collateral Obligation and such other debt obligation are full recourseobligations of the applicable obligor or secured by the same collateral);

a default with respect to which the Portfolio Manager has received written notice(f)or has knowledge that a default has occurred under the Underlying Instruments and anyapplicable grace period has expired such thatand the holders of such Collateral Obligation may acceleratehave accelerated the repayment of such Collateral Obligation (but only until such

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default is cured or waivedacceleration has been rescinded) in the manner provided in theUnderlying Instruments;

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

such Collateral Obligation is a Participation Interest with respect to which the(h)Selling Institution has defaulted in the performance of any of its payment obligations under theParticipation Interest (except to the extent such defaults were cured within the applicable graceperiod under the Underlying Instruments of the obligor thereof);

such Collateral Obligation is a Participation Interest in a loan that would, if such(i)loan were a Collateral Obligation, constitute a “Defaulted Obligation” (other than under thisclause (i)) or with respect to which the Selling Institution has an S&P Rating of “CC” or lower or“D” or “SD” or a Moody’s probability of default rating assigned by Moody’s of “D” or “LD” orhad such rating before such rating was withdrawn;

a Distressed Exchange has occurred in connection with such Collateral(j)Obligation; or

such Collateral Obligation is a Deferring Obligation;(k)

provided that a Collateral Obligation shall not constitute a Defaulted Obligation pursuantto clauses (b) through (f) and (j) above if: (x) in the case of clauses (b), (c), (d), (e), (f) and (jf),such Collateral Obligation is a Current Pay Obligation (provided that the Aggregate PrincipalBalance of Current Pay Obligations exceeding 7.5% in Aggregate Principal Balance of theCurrent Portfolio will constitute Defaulted Obligations) or (y) in the case of clauses (b), (c), (e)and (f), such Collateral Obligation is a DIP Collateral Obligation (other than a DIP Collateral Obligation that has an S&P Rating of “SD” or “CC” or lower). Until notified by the PortfolioManager or until an Authorized Officer of the Trustee or the Collateral Administrator obtainswritten notice that a Collateral Obligation has become a Defaulted Obligation, neither theTrustee nor the Collateral Administrator should be deemed to have any notice or knowledge thata Collateral Obligation has become a Defaulted Obligation.

“Deferrable Notes”: The Notes specified as such in Section 2.3.

“Deferrable Obligation”: A Collateral Obligation (excluding a Partial Deferrable Obligation)which by its terms permits the deferral or capitalization of payment of accrued, unpaid interest.

“Deferred Interest”: With respect to any specified Class of Deferrable Notes, the meaningspecified in Section 2.8(a).

“Deferring Obligation”: A Deferrable Obligation that is deferring the payment of interest duethereon and has been so deferring the payment of interest due thereon (i) with respect toCollateral Obligations that have a Moody’s Rating of at least “Baa3,” for the shorter of twoconsecutive accrual periods or one year, and (ii) with respect to Collateral Obligations that havea Moody’s Rating of “Ba1” or below, for the shorter of one accrual period or six consecutivemonths, which deferred capitalized interest has not, as of the date of determination, been paid in

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Cash; provided, however, that such Deferrable Obligation will cease to be a Deferring Obligationat such time as it (a) ceases to defer or capitalize the payment of interest, (b) pays in Cash allaccrued and unpaid interest and (c) commences payment of all current interest in Cash.

“Delayed Drawdown Collateral Obligation”: A Collateral Obligation that (a) requires the Issuerto make one or more future advances to the borrower under the Underlying Instruments relatingthereto, (b) specifies a maximum amount that can be borrowed on one or more fixed borrowingdates, and (c) does not permit the re-borrowing of any amount previously repaid by the borrowerthereunder; provided that any such Collateral Obligation will be a Delayed Drawdown CollateralObligation only until all commitments by the Issuer to make advances to the borrower expire orare terminated or reduced to zero.

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

in the case of each Certificated Security (other than a Clearing(i)Corporation Security) or Instrument,

(a) causing the delivery of such Certificated Security or Instrument tothe Custodian registered in the name of the Custodian or its affiliated nominee orendorsed to the Custodian or in blank;

(b) causing the Custodian to continuously indicate on its books andrecords that such Certificated Security or Instrument is credited to the applicableAccount; and

(c) causing the Custodian to maintain continuous possession of suchCertificated Security or Instrument;

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

(a) causing such Uncertificated Security to be continuously registeredon the books of the issuer thereof to the Custodian; and

(b) causing the Custodian to continuously indicate on its books andrecords that such Uncertificated Security is credited to the applicable Account;

in the case of each Clearing Corporation Security,(iii)

(a) causing the relevant Clearing Corporation to credit such ClearingCorporation Security to the securities account of the Custodian, and

(b) causing the Custodian to continuously indicate on its books andrecords that such Clearing Corporation Security is credited to the applicableAccount;

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

(a) causing the creation of a Security Entitlement to such GovernmentSecurity by the credit of such Government Security to the securities account ofthe Custodian at such FRB, and

(b) causing the Custodian to continuously indicate on its books andrecords that such Government Security is credited to the applicable Account;

in the case of each Security Entitlement not governed by clauses (i)(v)through (iv) above,

(a) causing a Securities Intermediary (x) to indicate on its books andrecords that the underlying Financial Asset has been credited to the Custodian’ssecurities account, (y) to receive a Financial Asset from a Securities Intermediaryor acquiring the underlying Financial Asset for a Securities Intermediary, and ineither case, accepting it for credit to the Custodian’s securities account or (z) tobecome obligated under other law, regulation or rule to credit the underlyingFinancial Asset to a Security Intermediary’s securities account,

(b) causing such Securities Intermediary to make entries on its booksand records continuously identifying such Security Entitlement as belonging tothe Custodian and continuously indicating on its books and records that suchSecurity Entitlement is credited to one of the Custodian’s Accounts, which shallat all times be securities accounts, and

(c) causing the Custodian to continuously indicate on its books andrecords that such Security Entitlement (or all rights and property of the Custodianrepresenting such Security Entitlement) is credited to the applicable Account;

in the case of Cash or Money,(vi)

(a) causing the delivery of such Cash or Money to the Custodian,

(b) causing the Custodian to treat such Cash or Money as a FinancialAsset maintained by such Custodian for credit to the applicable Account inaccordance with the provisions of Article 8 of the UCC, and

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

in the case of each general intangible (including any Participation Interest(vii)in which the Participation Interest is not represented by an Instrument or CertificatedSecurity),

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(a) in the case of each Participation Interest as to which the underlying debt is represented by a Certificated Security or an Instrument, obtaining the acknowledgment of the Person in possession of such Certificated Security or Instrument (which may not be the Issuer) that it holds the Issuer’s interest in such Certificated Security or Instrument solely for on behalf of and for the benefit of the Trustee;

(b) causing the filing of a Financing Statement in the office of theRecorder of Deeds of the District of Columbia, Washington, DC, and

(bc) causing the registration of the security interest Granted by thisIndenture in the Register of Mortgagesregister of mortgages and charges of theIssuer at the Issuer’s registered office in the Cayman Islands.

In addition, the Portfolio Manager on behalf of the Issuer will obtain any and all consentsrequired by the underlying instruments relating to any such general intangibles for the transfer ofownership and/or pledge hereunder (except to the extent that the requirement for such consent isrendered ineffective under Section 9-406 of the UCC).

“Determination Date”: The last day of each Collection Period.Designated Principal Proceeds”: The meaning specified in Section 10.2(g).

“Designated Reference Rate”: The sum of (a) the Reference Rate Modifier and (b) the reference rate (and, if applicable, the methodology for calculating such base rate) determined by the Portfolio Manager (in its commercially reasonable discretion) based on (1)(x) the rate acknowledged as a standard replacement in the leveraged loan market for Libor by the Loan Syndications and Trading Association® (“LSTA”), or (y) if no rate is available pursuant to clause (x), the rate proposed or recommended as a replacement for Libor in the leveraged loan market by the Alternative Reference Rates Committee (“ARRC”) convened by the Federal Reserve or (2) if 50% or more of the Collateral Obligations are quarterly pay floating rate Collateral Obligations, the rate that is consistent with the reference rate being used in at least 50% (by principal amount) of (x) the quarterly pay floating rate Collateral Obligations included in the Assets or (y) the floating rate securities issued in the new-issue collateralized loan obligation market in the prior month that bear interest based on a base rate other than Libor.

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

“DIP Collateral Obligation”: Any interest in a loan or financing facility that has a public or private facility rating from Moody’s and S&P (provided that such ratings shall only be required so long as each respective Rating Agency continues to rate one or more Classes of the Secured Notes) and is purchased directly or by way of assignment (a) which is an obligation of (i) a debtor-in-possession as described in §1107 of the Bankruptcy Code or (ii) a trustee if appointment of such trustee has been ordered pursuant to §1104 of the Bankruptcy Code (in either such case, a “Debtor”) organized under the laws of the United States or any state therein, or (b) on which the related obligor is required to pay interest on a current basis and, with respect to either clause (a) or (b) above, the terms of which have been approved by an order of the

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United States Bankruptcy Court, the United States District Court, or any other court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that: (i) (A) such DIP Collateral Obligation is fully secured by liens on the Debtor’s otherwise unencumbered assets pursuant to §364(c)(2) of the Bankruptcy Code or (B) such DIP Collateral Obligation is secured by liens of equal or senior priority on property of the Debtor’s estate that is otherwise subject to a lien pursuant to §364(d) of the Bankruptcy Code and (ii) such DIP Collateral Obligation is fully secured based upon a current valuation or appraisal report. Notwithstanding the foregoing, such a loan will not be deemed to be a DIP Collateral Obligation following the emergence of the related debtor-in-possession from bankruptcy protection under Chapter 11 of the Bankruptcy Code. A loan made to a debtor-in-possession pursuant to Section 34 of the U.S. Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the U.S. Bankruptcy Code and fully secured by senior liens.

“Discount Obligation”: Any Collateral Obligation that is not a Swapped Non-DiscountObligation and that the Portfolio Manager determines is a loan that is acquired by the Issuer for apurchase price of (A) less than 80% of its Principal Balance if its Moody’s Rating is “B3” orabove or (B) less than 85% of its Principal Balance if its Moody’s Rating is below “B3”;provided, that such Collateral Obligation will cease to be a Discount Obligation at such time asthe Market Value of such Collateral Obligation, for any period of 30 consecutive days since theacquisition by the Issuer of such Collateral Obligation, equals or exceeds 90% of the PrincipalBalance of such Collateral Obligation. For the avoidance of doubt, for purposes of determiningwhether a Collateral Obligation is a Discount Obligation, the price of a Collateral Obligation orCollateral Obligations purchased at separate times may not be averaged.

“Discretionary Sale”: The meaning specified in Section 12.1(f).

“Disposition Proceeds”: Proceeds received with respect to sales of Collateral Obligations,Eligible Investments and Equity Securities and the termination of any Hedge Agreement, in eachcase, net of reasonable out-of-pocket expenses and disposition costs in connection with suchsales.

“Distressed Exchange”: In connection with any Collateral Obligation, a distressed exchange orother debt restructuring has occurred, as reasonably determined by the Portfolio Manager,pursuant to which the issuer or obligor of such Collateral Obligation has issued to the holders ofsuch Collateral Obligation a new security or package of securities or obligations that, in the solejudgment of the Portfolio Manager, amounts to a diminished financial obligation or has thepurpose of helping the issuer of such Collateral Obligation avoid default; provided that noDistressed Exchange shall be deemed to have occurred if (i) the securities or obligations receivedby the Issuer in connection with such exchange or restructuring meet the definition of “CollateralObligation;” provided, further, that” and (ii) as determined by the Portfolio Manager, both priorto and after giving effect to such exchange, the aggregate principal amount of all obligationsreceived in a Distressed Exchange (whether or not still held by the Issuer) and qualifying as a Collateral Obligation pursuant to the preceding clause (i) of this proviso is not more than 30.0%of the Aggregate Ramp-Up Par Amount.

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“Distressed Exchange Offer”: An offer by the issuer of a Collateral Obligation to exchange oneor more of its outstanding debt obligations for a different debt obligation or to repurchase one ormore of its outstanding debt obligations for Cash, or any combination thereof.

“Distribution Report”: The meaning specified in Section 10.7(b).

“Diversity Score”: A single number that indicates collateral concentration in terms of bothissuer and industry concentration, calculated as set forth in Schedule 3.

“Domicile” or “Domiciled”: With respect to any issuer of or obligor with respect to a CollateralObligation: (a) except as provided in clause (b) andor (c) below, its country of organization; or(b) if it is organized in a Tax Advantaged Jurisdiction, each of such jurisdiction and (1) thecountry in which, in the Portfolio Manager’s good faith estimate, a substantial portion of itsoperations are located or from which a substantial portion of its revenue is derived, in each casedirectly or through subsidiaries(which shall be any jurisdiction and country known at the time of designation by the Portfolio Manager to be the source of the majority of revenues, if any, of such issuer or obligor) or (2) if such obligor’s primary operations, principal place of business, chief executive office or principal assets are located in the United States or Canada, then the United States or Canada, respectively; or (c) if its payment obligations in respect of such CollateralObligation are guaranteed by a person or entity (in a guarantee agreement with such person orentity, which guarantee agreement complies with Moody’s and S&P’s then-current criteria withrespect to guarantees) that is organized in the United States or Canada, then the United States or Canada, respectively.

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

“Due Date”: Each date on which any payment is due on a Pledged Obligation in accordancewith its terms.

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

“Effective Spread”: With respect to any floating rate Collateral Obligation, (a) if such floating rate Collateral Obligation bears interest based on a London interbank offered rate-based index, the current per annum rate at which it pays interest minus LIBOR or, (b) (i) if such floating rateCollateral Obligation bears interest based on a floating rate index other than a London interbankoffered rate-based index, or (ii) if such floating rate Collateral Obligation is a Libor Floor Obligation whose interest rate is calculated using its floor rate as a base rate, then the EffectiveSpread shall be the then-current base rate applicable to such floating rate Collateral Obligationplus the rate at which such floating rate Collateral Obligation pays interest in excess of such baserate minus three-month LIBOR; provided, that (i) with respect to any unfunded commitment ofany Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, the EffectiveSpread means the commitment fee payable with respect to such unfunded commitment, and (ii)with respect to the funded portion of any commitment under any Revolving Collateral Obligationor Delayed Drawdown Collateral Obligation, the Effective Spread means the current per annumrate at which it pays interest minus LIBOR or, if such funded portion bears interest based on afloating rate index other than a London interbank offered rate-based index, the Effective Spread

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will be the then-current base rate applicable to such funded portion plus the rate at which suchfunded portion pays interest in excess of such base rate minus three-month LIBOR; provided,further, that the Effective Spread of any floating rate Collateral Obligation (i) shall be deemed tobe zero to the extent that the Issuer or the Portfolio Manager has actual knowledge that nopayment of cash interest on such floating rate Collateral Obligation will be made by the obligorthereof during the applicable due period, (ii) shall not include any non-cash interest and (iii)solely in connection with determining compliance with the S&P CDO Monitor Test, theEffective Spread of any Partial Deferrable Obligation shall be the spread that is required to bepaid in Cash pursuant to the Underlying Instruments of such Partial Deferrable Obligation.

“Eligible Investment Required Ratings”: A short-term credit rating of “P-1” from Moody’s and“A-1” from S&P or, if no short-term rating exists, a long-term credit rating of at least “Aaa”from Moody’s and “AAA” from S&P.

“Eligible Investments”: (a) Cash or (b) any United States Dollar investment that, at the time it isDelivered to the Trustee (directly or through an intermediary or bailee), is one or more of thefollowing obligations or securities:

direct obligations of, and obligations the timely payment of principal and(i)interest on which is fully and expressly guaranteed by, the United States of America orany agency or instrumentality of the United States of America the obligations of whichare expressly backed by the full faith and credit of the United States of America, subjectto the following exclusions: (i) General Services Administration participationcertificates; (ii) U.S. Maritime Administration guaranteed Title XI financings; (iii)Financing Corp. debt obligations; (iv) Farmers Home Administration Certificates ofBeneficial Ownership; and (v) Washington Metropolitan Area Transit Authorityguaranteed transit bonds; provided that such obligations satisfy the Eligible InvestmentRequired Ratings;

demand and time deposits in, certificates of deposit of, bank deposit (ii)products of, trust accounts with, bankers’ acceptances issued by, or federal funds sold byany depository institution or trust company incorporated under the laws of the UnitedStates of America (including the Bank) or any state thereof and subject to supervisionand examination by federal and/or state banking authorities, in each case payable within183 days of issuance, so long as the commercial paper and/or the debt obligations of suchdepository institution or trust company at the time of such investment or contractualcommitment providing for such investment have the Eligible Investment RequiredRatings;

commercial paper or other short-term obligations with the Eligible(iii)Investment Required Ratings and that either bear interest or are sold at a discount fromthe face amount thereof and have a maturity of not more than 183 days from their date ofissuance; provided that this clause (viii) shall not include extendible commercial paper orasset backed commercial paper; and

registered money market funds domiciled outside of the United States(iv)which funds have, at all times, credit ratings of “Aaa(mf)” by Moody’s and “AAAm” by

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S&P, respectively, or if Moody’s or S&P has changed its credit rating nomenclature,such then rating meeting Rating Agency criteria;

provided, however, that Eligible Investments purchased with funds in the CollectionAccount shall be held until maturity except as otherwise specifically provided herein and shallinclude only such obligations or securities, other than those referred to in clause (iv) above, asmature (or are putable at par to the issuer thereof) no later than the earlier of 60 days and theBusiness Day prior to the next Payment Date (unless such Eligible Investments are issued by theTrustee in its capacity as a banking institution in which case such Eligible Investments maymature on such Payment Date); provided, further, that none of the foregoing obligations orsecurities shall constitute Eligible Investments if (a) such obligation or security has an “f,” “r,”“p,” “pi,” “q,” “sf” or “t” subscript assigned by S&P or an “sf” subscript assigned by Moody’s,(b) all, or substantially all, of the remaining amounts payable thereunder consist of interest andnot principal payments, (c) such obligation or security is subject to withholding tax unless theissuer of the security is required to make “gross-up” payments that ensure that the net amountactually received by the Issuer (after payment of all taxes, whether imposed on such obligor orthe Issuer) will equal the full amount that the Issuer would have received had no such taxes beenimposed, except in respect of any taxes imposed pursuant to FATCA, (d) such obligation orsecurity is secured by real property, (e) such obligation or security is purchased at a price greaterthan 100% of the principal or face amount thereof, (f) such obligation is a Structured FinanceObligation or (g) in the Portfolio Manager’s sole judgment, such obligation or security is subjectto material non-credit related risks; provided, further, that none of the foregoing obligations orsecurities shall constitute Eligible Investments unless either (A) the obligation or security isissued by an entity that is treated for U.S. federal income tax purposes as a corporation that is nota United States real property holding corporation as defined in Section 897(c)(2) of the Code forU.S. federal income tax purposes, unless the stock is of a class that is regularly traded on anestablished securities market and the Issuer holds no more than 5% of such class of stock, allwithin the meaning of Section 897(c)(3) of the Code, (B) the obligation or security is treated asindebtedness for U.S. federal income tax purposes and is not a United States real propertyinterest as defined under Section 897 of the Code, or (C) the Issuer has received written advicefrom Paul Hastings LLP or Perkins CoieCadwalader, Wickersham & Taft LLP or Milbank, Tweed, Hadley & McCloy LLP or an opinion of other nationally recognized U.S. tax counselexperienced in such matters to the effect that the acquisition, ownership or disposition of suchobligation or security will not cause the Issuer to be treated as engaged in a trade or businesswithin the United States for U.S. federal income tax purposes or otherwise subject the Issuer toU.S. federal income tax on a net income tax basis; provided, further, that notwithstanding theforegoing clauses (i) through (iv) above, Eligible Investments may only include obligations orsecurities that constitute cash equivalents for purposes of the rights and assets in paragraph10(c)(8)(i)(B) of the exclusions from the definition of “covered fund” for purposes of theVolcker Rule. Eligible Investments may include, without limitation, those investments for whichthe Trustee or an Affiliate of the Trustee is the obligor or depository institution, or providesservices and receives compensation. The Trustee shall have no obligation to determine if aninvestment is an Eligible Investment.

“Eligible Loan Index”: With respect to each Collateral Obligation that is a loan, one of thefollowing indices as selected by the Portfolio Manager upon the acquisition of such CollateralObligation: the Credit Suisse Leveraged Loan Indices (formerly the DLJ Leveraged Loan Index

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Plus), the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan Pricing CorporationLiquid Leveraged Loan Index, the Merrill Lynch Leveraged Loan Index, the S&P/LSTALeveraged Loan Indices or any replacement or other nationally recognized comparable loanindex; provided that the Portfolio Manager may change the index applicable to a CollateralObligation at any time following the acquisition thereof after giving notice to the Trustee, theCollateral Administrator and Moody’s.

“Emerging Market Obligor”: Any obligor Domiciled in a country (other than the United States)that (a) is not a Tax Advantaged Jurisdiction the foreign currency country ceiling rating of which(as well as the foreign currency country ceiling rating of the country in which a substantialportion of its operations are located or from which a substantial portion of its revenue is derived,in each case directly or through subsidiaries) is, at the time of acquisition of the relevantCollateral Obligation, at least “Aa23” by Moody’s or (b) is not any other country, the foreigncurrency issuer credit rating of which is, at the time of acquisition of the relevant CollateralObligation, at least “AA-” by S&P, andor the foreign currency country ceiling rating of which is,at the time of acquisition of the relevant Collateral Obligation, at least “Aa2” by Moody’s3” by Moody’s; provided, however, that an obligor Domiciled in a country that has a foreign country ceiling rating of “A1,” “A2” or “A3” by Moody’s shall not be deemed to be an Emerging Market Obligor on the date of acquisition of the related Collateral Obligation by the Issuer as long as the aggregate principal balance of all Collateral Obligations falling under this proviso does not exceed 10.0% of the Collateral Principal Amount on such date.

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

“Equity Security”: Any security or debt obligation which at the time of acquisition, conversionor exchange does not satisfy the requirements of a Collateral Obligation and is not an EligibleInvestment; provided that any Specified Equity Security will be deemed to not be an EquitySecurity; provided, further, that, for the avoidance of doubt, Equity Securities and SpecifiedEquity Securities may not be purchased by the Issuer (or a Tax Subsidiary), but the Issuer or aTax Subsidiary may receive an Equity Security or a Specified Equity Security in connection withan insolvency, bankruptcy, reorganization, debt restructuring or workout that would beconsidered “received in lieu of debts previously contracted with respect to the CollateralObligation” under the Volcker Rule.

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

“Euroclear”: Euroclear Bank S.A./N.V., as operator of the Euroclear System.

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

“Excepted Advances”: Customary advances made to protect or preserve rights against theborrower of or obligor under a Collateral Obligation or to indemnify an agent or representativefor lenders pursuant to the Underlying Instrument.

“Excepted Current Pay Obligation”: Any Current Pay Obligation with respect to which theMarket Value thereof is determined in accordance with the provisions of clause (iii)(x)(A) of the

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definition of “Market Value”; provided that if no Market Value determination is required todesignate a Collateral Obligation as a Current Pay Obligation as provided for in the definition ofS&P Additional Current Pay Criteria, then such Collateral Obligation shall not be an ExceptedCurrent Pay Obligation.

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

“Excess CCC/Caa Adjustment Amount”: As of any date of determination, an amount equal tothe excess, if any, of (i) the Aggregate Principal Balance of all Collateral Obligations included inthe CCC/Caa Excess over (ii) the sum of the Market Values of all Collateral Obligationsincluded in the CCC/Caa Excess.

“Excess Weighted Average Fixed Coupon”: As of any Measurement Date, a percentage equal tothe product obtained by multiplying (a) the greater of zero and the excess, if any, of theWeighted Average Fixed Coupon over the Minimum Fixed Coupon by (b) the number obtainedby dividing the Aggregate Principal Balance of all fixed rate Collateral Obligations (excludingany Defaulted Obligation and, to the extent of any non-cash interest, any Deferrable Obligationor any Partial Deferrable Obligation) by the Aggregate Principal Balance of all floating rateCollateral Obligations (excluding any Defaulted Obligation and, to the extent of any non-cashinterest, any Deferrable Obligation or any Partial Deferrable Obligation).

“Excess Weighted Average Floating Spread”: As of any Measurement Date, a percentage equalto the product obtained by multiplying (a) the greater of zero and the excess, if any, of theWeighted Average Floating Spread over the Minimum Floating Spread by (b) the numberobtained by dividing the Aggregate Principal Balance of all floating rate Collateral Obligations(excluding any Defaulted Obligation and, to the extent of any non-cash interest, any DeferrableObligation or Partial Deferrable Obligation) by the Aggregate Principal Balance of all fixed rateCollateral Obligations (excluding any Defaulted Obligation and, to the extent of any non-cashinterest, any Deferrable Obligation or any Partial Deferrable Obligation).

“Exchange Act”: The United States Securities Exchange Act of 1934, as amended from time totime.

“Exercise Notice”: The meaning specified in Section 9.8(c).

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

“FATCA”: Sections 1471 through 1474 of the Code, any final current or future regulations orofficial interpretations thereof, any agreement entered into pursuant to Section 1471(b) of theCode, any intergovernmental agreement or any U.S. or non-U.S. fiscal or regulatory legislation,rules, guidance notes or practices adopted pursuant to any intergovernmental agreement enteredinto in connection with either the implementation of such sections of the Code or analogousprovisions of non-U.S. law.

“FATCA Compliance”: Compliance with Sections 1471 through 1474 of the CodeFATCA, Cayman FATCA Legislation and any related provisions of law, court decisions, oradministrative guidance, including an agreement with the Secretary of the U.S. Department of the Treasury contemplated by Section 1471(b) or rules or legislation enacted in connection with

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an intergovernmental agreement entered into in connection with Sections 1471 through 1474 of the Codein each case as necessary so that (i) no Tax will be imposed or withheld under FATCA or Cayman FATCA Legislation in respect of payments to or for the benefit of the Issuer and (ii) no penalties will be imposed under FATCA or Cayman FATCA Legislation on the Co-Issuers or the Trustee.

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

“Fee Basis Amount”: As of any date of determination, the Collateral Principal Amount.

“Financial Asset”: The meaning specified in Section 8-102(a)(9) of the UCC.

“Financing Statements”: The meaning specified in Section 9-102(a)(39) of the UCC.

“First-Lien Last-Out Loan”: A loan that, prior to a default with respect such loan, is entitled toreceive payments pari passu with Senior Secured Loans of the same obligor, but following adefault becomes fully subordinated to Senior Secured Loans of the same obligor and is notentitled to any payments until such Senior Secured Loans are paid in full. For the avoidance ofdoubt, First-Lien Last-Out Loans will be considered Second Lien Loans for the purposes ofcalculating applicable Concentration Limitations.

“Floating Rate Notes”: The Secured Notes.

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

“Funding Date”: The meaning specified in Section 2.14(c).

“Funding Request Notice”: The meaning specified in Section 2.14(c).

“Funding Response Notice”: The meaning specified in Section 2.14(e).

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

“Global Notes”: Any Global Secured Notes or Global Subordinated Notes.

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

“Global Subordinated Notes”: Any Regulation S Global Subordinated Notes or Rule 144AGlobal Subordinated Notes.

“Global Rating Agency Condition”: With respect to any action taken or to be taken by or onbehalf of the Issuer, the satisfaction of both the Moody’s Rating Condition and the S&P RatingCondition; provided, that the Global Rating Agency Condition shall be satisfied for any RatingAgency waiving such requirement.

“Grant” or “Granted”: To grant, bargain, sell, convey, assign, transfer, mortgage, pledge, createand grant a security interest in and right of setoff against, deposit, set over and confirm. A Grant

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of the Pledged Obligations, or of any other instrument, shall include all rights, powers andoptions (but none of the obligations) of the granting party thereunder, including, the immediatecontinuing right to claim for, collect, receive and receipt for principal and interest payments inrespect of the Pledged Obligations, and all other Monies payable thereunder, to give and receivenotices and other communications, to make waivers or other agreements, to exercise all rightsand options, to bring Proceedings in the name of the granting party or otherwise, and generally todo and receive anything that the granting party is or may be entitled to do or receive thereunderor with respect thereto.

“Group Country”: Any Group I Country, Group II Country or Group III Country.

“Group I Country”: Australia, Canada, The Netherlands and New Zealand (or such othercountries as may be specified in publicly available published criteria from Moody’s from time totime).

“Group II Country”: Germany, Ireland, Sweden and Switzerland (or such other countries as maybe specified in publicly available published criteria from Moody’s from time to time).

“Group III Country”: Austria, Belgium, Denmark, Finland, France, Iceland, Liechtenstein,Luxembourg and Norway (or such other countries as may be specified in publicly availablepublished criteria from Moody’s from time to time).

“Hedge Agreement”: Any interest rate swap, floor and/or cap agreements, including, withoutlimitation, one or more interest rate basis swap agreements, between the Issuer and any HedgeCounterparty, as amended from time to time, and any replacement agreement entered intopursuant to Section 16.1.

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

“Hedge Counterparty Collateral Account”: The account established pursuant to Section 10.5.

“Hedge Counterparty Credit Support”: As of any date of determination, any Cash or Cashequivalents on deposit in, or otherwise to the credit of, the Hedge Counterparty CollateralAccount in an amount required to satisfy the then-current Rating Agency criteria.

“Highest Ranking Class”: As of any date of determination, the Class of Secured Notes rated by S&P that has no Priority Class rated by S&P; provided that the Class X Notes will not be the Highest Ranking Class at any time.

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

“Holder Exercise Notice”: The meaning specified in Section 9.8(c).

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“Holder FATCA Information”: Information requested by the Issuer or an intermediary (or anagent thereof) to be provided by the Holders or beneficial owners of Notes to the Issuer or anintermediary that in the reasonable determination of the Issuer or an intermediary (or agentthereof) is required to be requested by FATCA or the Cayman FATCA Legislation.

“IAI”: An institutional Accredited Investor meeting the requirements of Rule 501(a)(1), (2), (3)or (7) of Regulation D of the Securities Act.

“IAI/QP”: Any Person that, at the time of its acquisition, purported acquisition or proposedacquisition of Notes is both an IAI and a Qualified Purchaser.

“Incentive Management Fee”: The fee payable to the Portfolio Manager on each Payment Datepursuant to Section 7.1 of the Portfolio Management Agreement and the Priority of Payments inthe amounts (as certified by the Portfolio Manager to the Trustee with a copy to the CollateralAdministrator) set forth in clause (ZX) of Section 11.1(a)(i), clause (TS) of Section 11.1(a)(ii)and clause (RT) of Section 11.1(a)(iii), as applicable (provided that such fee shall be payableonly if the Incentive Management Fee Threshold has been satisfied, after which the IncentiveManagement Fee Threshold will not be required to be calculated and the Portfolio Manager willbe entitled to the Incentive Management Fee on each Payment Date thereafter).

“Incentive Management Fee Threshold”: The threshold that will be satisfied on any PaymentDate if the Subordinated Notes have received an annualized internal rate of return (computedusing the “XIRR” function in Microsoft® Excel or an equivalent function in another softwarepackage and based on the assumption that (x) the Subordinated Notes issued on the Closing Date will have a purchase price of par and (y) the Additional Notes that are Subordinated Notes issued on the Refinancing Date will have a purchase price as notified by the Issuer to the Trustee on the Refinancing Date) of at least 12.0% on the outstanding investment in the Subordinated Notes asof the current Payment Date (or such greater percentage threshold as the Portfolio Manager mayspecify in its sole discretion on or prior to the first Payment Date following the last day of theRamp-Up Period by written notice to the Issuer and the Trustee), after giving effect to allpayments made in respect of the Subordinated Notes or to be made on such Payment Date.

“Incurrence Covenant”: A covenant by the underlying obligor under a loan to comply with oneor more financial covenants only upon the occurrence of certain actions of the underlying obligoror certain events relating to the underlying obligor, including, but not limited to, a debt issuance,dividend payment, share purchase, merger, acquisition or divestiture, unless, as of any date ofdetermination, such action was taken or such event has occurred, in each case the effect of whichcauses such covenant to meet the criteria of a Maintenance Covenant.

“Indenture”: This instrument as originally executed and, if from time to time supplemented oramended by one or more indentures supplemental hereto entered into pursuant to the applicableprovisions hereof, as so supplemented or amended.

“Independent”: As to any Person, any other Person (including, in the case of an accountant orlawyer, a firm of accountants or lawyers, and any member thereof, or an investment bank andany member thereof) who (i) does not have and is not committed to acquire any material direct

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or any material indirect financial interest in such Person or in any Affiliate of such Person, and(ii) is not connected with such Person as an Officer, employee, promoter, underwriter, votingtrustee, partner, director or Person performing similar functions. “Independent” when used withrespect to any accountant may include an accountant who audits the books of such Person if inaddition to satisfying the criteria set forth above the accountant is independent with respect tosuch Person within the meaning of Rule 101 of the Code of Professional Conduct of theAmerican Institute of Certified Public Accountants.

Whenever any Independent Person’s opinion or certificate is to be furnished to the Trustee, suchopinion or certificate shall state that the signer has read this definition and that the signer isIndependent within the meaning hereof.

Any pricing service, certified public accountant or legal counsel that is required to beIndependent of another Person under this Indenture must satisfy the criteria above with respect tothe Issuer and the Portfolio Manager.

“Index Maturity”: With respect to any Class of Secured Notes, the period indicated with respectto such Class in Section 2.3.

“Information Agent”: The meaning specified in Section 14.15.

“Initial Purchaser”: Prior to the Refinancing Date, Credit Suisse Securities (USA) LLC, in itscapacity as initial purchaser under the Purchase Agreement dated the Closing Date, and on and after the Refinancing Date, Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as refinancing initial purchaser under the Purchase Agreement dated the Refinancing Date.

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

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

“Interest Accrual Period”: The period from and including the Closing Date to but excluding thefirst Payment Date, and each succeeding period from and including each Payment Date to butexcluding the following Payment Date (or, if applicable, the Redemption Date) until theprincipal of the Secured Notes is paid or made available for payment; provided that the last day of the Interest Accrual Period with respect to a Refinancing or a Regulatory Refinancing shall be the Redemption Date or the Regulatory Refinancing Date, as applicable.

“Interest Collection Account”: The meaning specified in Section 10.2(a).

“Interest Coverage Ratio”: With respect to any designated Class or Classes of Secured Notes, asof any date of determination, on or after the Determination Date immediately preceding thesecond Payment Date, the percentage derived from dividing:

the sum of (i) the Collateral Interest Amount as of such date of determination(a)minus (ii) amounts payable (or expected as of the date of determination to be payable) on thefollowing Payment Date as set forth in clauses (A), (B) and (C) of Section 11.1(a)(i); by

USActive 40057459.140057459.7Annex A- 39

the sum of (x) interest due and payable on the Secured Notes of such Class or(b)Classes, each Priority Class of Secured Notes and each pari passu Class of Secured Notes(excluding Deferred Interest with respect to any such Class or Classes, but including interest onDeferred Interest with respect to any such Class or Classes), (y) any Class X Principal Amortization Amount and (z) any Unpaid Class X Principal Amortization Amount, in each case,on such Payment Date.

“Interest Coverage Test”: A test that is satisfied with respect to any specified Class or Classes ofSecured Notes (other than the Class X Notes) if, as of the Determination Date immediatelypreceding the second Payment Date, and at any date of determination occurring thereafter, theInterest Coverage Ratio for such Class or Classes is at least equal to the applicable RequiredCoverage Ratio for such Class.

“Interest Determination Date”: With respect to each Interest Accrual Period, the second LondonBanking Day preceding the first day of each Interest Accrual Period.

“Interest Only Security”: Any obligation or security that does not provide in the related underlying instruments for the payment or repayment of a stated principal amount in one or more installments on or prior to its stated maturity.

“Interest Proceeds”: With respect to any Collection Period or Determination Date, withoutduplication, the sum of:

all payments of interest and other income received (other than any interest(i)due on any Partial Deferrable Obligation that has been deferred or capitalized at the timeof acquisition) by the Issuer during the related Collection Period on the CollateralObligations and Eligible Investments, including the accrued interest (which, for theavoidance of doubt, will not include any increase in the accreted value of anyZero-Coupon Obligation) received in connection with a sale thereof during the relatedCollection Period, less any such amount that represents Principal Financed AccruedInterest (other than any Principal Financed Accrued Interest described in clause (i) of thedefinition thereof that the Portfolio Manager elects to treat as Interest Proceeds as long as(x) the Aggregate Principal Balance of the (a) Collateral Obligations and (b) EligibleInvestments representing Principal Proceeds equals or exceeds the Aggregate Ramp-UpPar Amount and (y) on the first Determination Date after the end of the Ramp-Up Period,the Ramp-Up Interest Deposit Restriction is satisfied with respect to any such designationas Interest Proceeds);

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

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

USActive 40057459.140057459.7Annex A- 40

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

any payment received with respect to any Hedge Agreement other than (a)(v)an upfront payment received upon entering into such Hedge Agreement or (b) a paymentreceived as a result of the termination of any Hedge Agreement to the extent not used bythe Issuer to enter into a new or replacement Hedge Agreement (for purposes of thissubclause (v), any such payment received or to be received on or before 10:00 a.m. NewYork time on the last day of the Collection Period in respect of such Payment Date willbe deemed received in respect of the preceding Collection Period and included in thecalculation of Interest Proceeds received in such Collection Period);

any payments received as repayment for Excepted Advances;(vi)

all payments other than principal payments received by the Issuer during(vii)the related Collection Period on Collateral Obligations that are Defaulted Obligationssolely as the result of a Moody’s Rating of “LD” in relation thereto;

any amounts deposited in the Interest Collection Account from the(viii)Expense Reserve Account and, in the sole discretion of the Portfolio Manager, theReserve Account pursuant to Section 10.3(e) in respect of the related DeterminationDate;

any amounts deposited in the Interest Collection Account from the(ix)Ramp-Up Account at the direction of the Portfolio Manager pursuant to Section 10.3(c);

any amounts deposited in the Interest Collection Account from the(x)Contribution Account in accordance with the requirements set forth in the definition ofthe term “Permitted Use”, at the direction of the related Contributor (or, if no direction isgiven by the Contributor, at the Portfolio Manager’s reasonable discretion);

any amounts deposited in the Interest Collection Account from the(xi)Supplemental Reserve Account in accordance with the requirements set forth in thedefinition of the term “Permitted Use”, at the direction of the Portfolio Manager;

any Additional Subordinated Notes Proceeds or Additional Junior (xii)Mezzanine Notes Proceeds that are designated as Interest Proceeds pursuant to this Indenture;

any Designated Principal Proceeds or Redemption Date Designated (xiii)Principal Proceeds; and

any Current Deferred Management Fee deferred on such Payment Date(xiv)(except to the extent designated as Principal Proceeds by the Portfolio Manager);

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provided that, except as set forth in clause (vii) above, any amounts received in respect of anyDefaulted Obligation will constitute (A) Principal Proceeds (and not Interest Proceeds) until theaggregate of all recoveries in respect of such Defaulted Obligation since it became a DefaultedObligation equals the outstanding Principal Balance of such Collateral Obligation when itbecame a Defaulted Obligation, and then (B) Interest Proceeds thereafter; provided, further, thatamounts that would otherwise constitute Interest Proceeds may be designated as PrincipalProceeds pursuant to Section 7.17(d) with notice to the Collateral Administrator.Notwithstanding the foregoing, in the Portfolio Manager’s sole discretion (to be exercised on orbefore the related Determination Date), on any date after the first Payment Date, InterestProceeds in any Collection Period may be deemed to be Principal Proceeds provided that suchdesignation would not result in an interest deferral on any Class of Secured Notes. Under nocircumstances shall Interest Proceeds include the Excepted Property or any interest earnedthereon.

“Investment Advisers Act”: The Investment Advisers Act of 1940, as amended from time totime.

“Investment Company Act”: The Investment Company Act of 1940, as amended from time totime.

“Investment Criteria”: The criteria specified in Section 12.2.

“Investment Criteria Adjusted Balance”: With respect to any Asset, the Principal Balance ofsuch Asset; provided that for all purposes the Investment Criteria Adjusted Balance of any: (i)Deferring Obligation shall be the lesser of (x) the S&P Collateral Value of such DeferringObligation and (y) the Moody’s Collateral Value of such Deferring Obligation; (ii) DiscountObligation shall be the product of (x) the purchase price of such Discount Obligation (expressedas a percentage of par) and (y) the Principal Balance of such Discount Obligation on such date ofdetermination; and (iii) CCC Collateral Obligation or Caa Collateral Obligation included in theCCC/Caa Excess shall be the Market Value of such CCC Collateral Obligation or Caa CollateralObligation; provided, further, that the Investment Criteria Adjusted Balance for any CollateralObligation that satisfies more than one of the definitions of Deferring Obligation, DiscountObligation, CCC Collateral Obligation or Caa Collateral Obligation shall be the lowest amountdetermined pursuant to clauses (i), (ii) or (iii).

“Irish Listing Agent”: The meaning specified in Section 7.2.

“IRS”: The United States Internal Revenue Service.

“Issuer”: BlueMountain CLO 2015-3 Ltd. until a successor Person shall have become the Issuerpursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean suchsuccessor Person.

“Issuer Order”: A written order dated and signed in the name of the Issuer or the Co-Issuer(which written order may be a standing order) by an Authorized Officer of the Issuer or theCo-Issuer, as applicable, or, to the extent permitted herein, by the Portfolio Manager by anAuthorized Officer thereof, on behalf of the Issuer.

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“Issuer’s Purchase Request”: The meaning specified in Section 9.8(c).

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

“LIBOR”: (i) With respect to the Floating Rate Notes, the meaning set forth in Exhibit C and (ii) with respect to a Collateral Obligation, the “libor” rate determined in accordance with the terms of such Collateral Obligation.Junior Mezzanine Notes”: The meaning specified in Section 2.4.

“LIBOR”: (i) With respect to the Floating Rate Notes, LIBOR for any Interest Accrual Period will equal (a) the rate appearing on the Reuters Screen on the applicable Interest Determination Date for deposits with a term of three months or (b) if such rate is unavailable at the time LIBOR is to be determined, LIBOR shall be determined on the basis of the rates at which deposits in U.S. Dollars are offered by four major banks in the London market selected by the Calculation Agent after consultation with the Portfolio Manager (the “Reference Banks”) at approximately 11:00 a.m., London time, on the Interest Determination Date to prime banks in the London interbank market for a period approximately equal to the Interest Accrual Period and an amount approximately equal to the amount of the Aggregate Outstanding Amount of the Floating Rate Notes. The Calculation Agent will request the principal London office of each Reference Bank to provide a quotation of its rate. If at least two such quotations are provided, LIBOR shall be the arithmetic mean of such quotations (rounded upward to the next higher 1/100). If fewer than two quotations are provided as requested, LIBOR with respect to such Interest Accrual Period will be the arithmetic mean of the rates quoted by three major banks in New York, New York selected by the Calculation Agent after consultation with the Portfolio Manager at approximately 11:00 a.m., New York Time, on such Interest Determination Date for loans in U.S. Dollars to leading European banks for a term approximately equal to such Interest Accrual Period and an amount approximately equal to the Aggregate Outstanding Amount of the Floating Rate Notes. If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures described above, LIBOR will be LIBOR as determined on the previous Interest Determination Date. Notwithstanding the foregoing, LIBOR for the first Interest Accrual Period after the Refinancing Date shall be determined by interpolating linearly between the rate for the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available.

Notwithstanding the foregoing, if at any time while any Secured Notes are outstanding (x) there is a material disruption to LIBOR, (y) there is a change in the methodology of calculating LIBOR or (z) LIBOR ceases to exist (or the reasonable expectation of the Portfolio Manager that any of the events specified in clause (x), (y) or (z) will occur in the near term), the Portfolio Manager (on behalf of the Issuer) shall, prior to the next succeeding Interest Determination Date that is at least 15 Business Days after the occurrence of such event (as determined by the Portfolio Manager), select (with notice to the Trustee, the Calculation Agent, the Collateral Administrator and S&P) an alternative rate, including any applicable spread adjustments thereto (the “Alternative Rate”) that in its commercially reasonable judgment satisfies the conditions specified in (x) the definition of Designated Reference Rate or (y) Section 8.1(a)(xxxi).

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(ii) With respect to a Collateral Obligation, the “libor” rate determined in accordance with the terms of such Collateral Obligation.

“Libor Floor Obligation”: As of any date, a floating rate Collateral Obligation (a) for which therelated Underlying Instruments allow a libor rate option, (b) that provides that such libor rate is(in effect) calculated as the greater of (i) a specified “floor” rate per annum and (ii) the Londoninterbank offered rate for the applicable interest period for such Collateral Obligation and (c)that, as of such date, bears interest based on such libor rate option, but only if as of such date theLondon interbank offered rate for the applicable interest period is less than such floor rate.

“Listed Notes”: The Notes specified as such in Section 2.3.

“London Banking Day”: A day on which commercial banks are open for business (includingdealings in foreign exchange and foreign currency deposits) in London, England.

“Maintenance Covenant”: As of any date of determination, a covenant by the underlying obligorof a loan to comply with one or more financial covenants during each reporting period applicableto such loan, whether or not any action by, or event relating to, the underlying obligor occursafter such date of determination.

“Majority”: With respect to any Class of Notes, the Holders of more than 50% of the AggregateOutstanding Amount of the Notes of such Class and.

“Management Fee”: The Base Management Fee, the Subordinated Management Fee, theIncentive Management Fee and, without duplication, any Cumulative Deferred Management Fee.

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

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

the quote determined by any of Loan Pricing Corporation, MarkIt(i)Partners, Houlihan Lokey (with respect to enterprise valuations of an Obligor only) orany other nationally recognized loan pricing service selected by the Portfolio Manager, or

if such quote described in clause (i) is not available, the average of the(ii)bid-side quotes determined by three broker-dealers active in the trading of such asset thatare Independent (with respect to each other and the Portfolio Manager); or

if only two such bids can be obtained, the lower of the bid-side(A)quotes of such two bids; or

if only one such bid can be obtained, such bid; provided that this(B)subclause (B) shall not apply at any time at which the Portfolio Manager is not aregistered investment adviser under the Investment Advisers Act; or

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if such quote or bid described in clause (i) or (ii) is not available, then the(iii)Market Value of such Collateral Obligation shall be the lower of (x) the higher of (A) theS&P Recovery Rate and (B) 70% of the outstanding principal amount of such CollateralObligation, (y) the Market Value determined by the Portfolio Manager exercisingreasonable commercial judgment, consistent with the manner in which it woulddetermine the market value of an asset for purposes of other funds or accounts managedby it and (z) the purchase price of such Collateral Obligation; provided, however, that, ifthe Portfolio Manager is not a registered investment adviser under the InvestmentAdvisers Act, the Market Value of any such asset may not be determined in accordancewith this clause (iii) for more than thirty days; or

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

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

“Maximum Weighted Average Life”: Eight years.Maturity Amendment”: The meaning specified in Section 12.2(e).

“Measurement Date”: (i) Any day on which the Issuer purchases, or enters into a commitment topurchase, a Collateral Obligation or a default of a Collateral Obligation occurs, (ii) anyDetermination Date, (iii) the date as of which the information in any Monthly Report iscalculated, (iv) with five Business Days prior notice, any Business Day requested by eitherRating Agency and (v) the last day of the Ramp-Up Period; provided that, in the case of (i)through (iv), no “Measurement Date” shall occur prior to the last day of the Ramp-Up Period.

“Memorandum and Articles”: The Issuer’s Memorandum and Articles of Association, as theymay be amended, revised or restated from time to time.

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

“Minimum Fixed Coupon”: 6.00 []%.

“Minimum Fixed Coupon Test”: The test that is satisfied on any date of determination if theWeighted Average Fixed Coupon equals or exceeds the Minimum Fixed Coupon.

“Minimum Floating Spread”: The number set forth in the column entitled “Minimum WeightedAverage Spread” in the Asset Quality Matrix based upon the applicable “row/column combination” chosen by the Portfolio Manager with notice to the Collateral Administrator (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) in accordance with Section 7.17(f)Combination.

“Minimum Floating Spread Test”: The test that is satisfied on any date of determination if theWeighted Average Floating Spread equals or exceeds the Minimum Floating Spread.

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“Money”: The meaning specified in Section 1-201(24) of the UCC.

“Monthly Report”: The meaning specified in Section 10.7(a).

“Moody’s”: Moody’s Investors Service, Inc. and any successor thereto.

“Moody’s Adjusted Weighted Average Rating Factor”: As of any date of determination, anumber equal to the Moody’s Weighted Average Rating Factor determined in the followingmanner: for purposes of determining a Moody’s Default Probability Rating, Moody’s Rating orMoody’s Derived Rating in connection with determining the Moody’s Weighted Average RatingFactor for purposes of this definition, each applicable rating on credit watch by Moody’s that ison (a) positive watch will be treated as having been upgraded by one rating subcategory, (b)negative watch will be treated as having been downgraded by two rating subcategories and (c)negative outlook will be treated as having been downgraded by one rating subcategory.

“Moody’s Average Life Adjustment Amount”: As of any date of determination during the Reinvestment Period only, an amount equal to the product of (i) the Maximum Weighted Average Life minus the S&P/Moody’s Selected Maximum Average Life and (ii) 40.

“Moody’s Collateral Value”: As of any date of determination, with respect to any DefaultedObligation or Deferring Obligation, the lesser of (i) the Moody’s Recovery Amount of suchDefaulted Obligation or Deferring Obligation, as applicable, as of such date and (ii) the MarketValue of such Defaulted Obligation or Deferring Obligation, as applicable, as of such date.

“Moody’s Counterparty Criteria”: With respect to any Participation Interest proposed to beacquired by the Issuer, criteria that will be met if immediately after giving effect to suchacquisition, (x) the percentage of the Collateral Principal Amount that consists in the aggregateof Participation Interests that have the same or a lower Moody’s credit rating does not exceed the“Aggregate Percentage Limit” set forth below for such Moody’s credit rating and (y) thepercentage of the Collateral Principal Amount that consists in the aggregate of ParticipationInterests that has the Moody’s credit rating set forth under “Individual Percentage Limit” belowor a lower credit rating does not exceed the “Individual Percentage Limit” set forth below forsuch Moody’s credit rating:

Moody’s credit rating ofSelling Institution

(at or below)Aggregate

Percentage LimitIndividual

Percentage Limit

Aaa 20.0% 20.0%Aa1 20.0% 10.0%Aa2 20.0% 10.0%Aa3 15.0% 10.0%

A1 and “P-1” 10.0% 5.0%A2 and “P-1” 5.0% 5.0%

A2 (and not “P-1”) or A3 or below A2*

0.0% 0.0%

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* includes on watch for possible downgrade.“Moody’s Default Probability Rating”: With respect toany Collateral Obligation, the rating determined pursuant to Schedule 4.

“Moody’s Derived Rating”: With respect to any Collateral Obligation whose Moody’s Rating orMoody’s Default Probability Rating cannot otherwise be determined pursuant to the definitionsthereof, the rating determined for such Collateral Obligation as set forth in Schedule 4.

“Moody’s Diversity Test”: A test that will be satisfied on any date of determination if theDiversity Score (rounded to the nearest whole number) equals or exceeds the number set forth in the column entitled “Minimum Diversity Score” in the Asset Quality Matrix based upon the applicable “row/column combination” chosen by the Portfolio Manager with notice to the Collateral Administrator (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) in accordance with Section 7.17(f)Combination.

“Moody’s Effective Date Deemed Rating Confirmation”: The meaning specified in Section 7.17(c).

“Moody’s Effective Date Report”: The meaning specified in Section 7.17(c).

“Moody’s Industry Classification”: The industry classifications set forth in Schedule 1, as suchindustry classifications shall be updated at the sole option of the Portfolio Manager (with noticeto the Collateral Administrator) if Moody’s publishes revised industry classifications.

“Moody’s Maximum Rating Factor Test”: A test that will be satisfied on any date ofdetermination if the Moody’s Adjusted Weighted Average Rating Factor of the CollateralObligations is less than or equal to the lesser of (i) the sum of (A) the number set forth in the column entitled “Moody’s Maximum Weighted Average Rating Factor” in the Asset QualityMatrix, based upon the applicable “row/column combination” chosen by the Portfolio Manager with notice to the Collateral Administrator (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) in accordance with Section 7.17(f), Combinationplus (B) the Moody’s Weighted Average Recovery Adjustment, plus (C) the Moody’s Average Life Adjustment Amount and (ii) 3300.[3300].

“Moody’s Minimum Weighted Average Recovery Rate Test”: The test that will be satisfied onany date of determination if the Moody’s Weighted Average Recovery Rate equals or exceeds43.0[]%.

“Moody’s Ramp-Up Failure”: The meaning specified in Section 7.17(d).

“Moody’s Rating”: With respect to any Collateral Obligation, the rating determined pursuant toSchedule 4.

“Moody’s Rating Condition”: With respect to any action taken or to be taken by or on behalf ofthe Issuer, a condition that is satisfied if Moody’s has confirmed in writing, including electronicmessages, facsimile, press release, posting to its internet website, or other means then consideredindustry standard (or has waived the review of such action by such means) to the Issuer, theTrustee and the Portfolio Manager that no immediate withdrawal or reduction with respect to its

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then-current rating of any Class of Secured Notes will occur as a result of such action; providedthat:

satisfaction of the Moody’s Rating Condition will not be required if no(i)Class of Secured Notes Outstanding is rated by Moody’s or

if Moody’s makes a public announcement or informs the Issuer, the(ii)Portfolio Manager or the Trustee in writing that (a) it believes that satisfaction of theMoody’s Rating Condition is not required with respect to an action or (b) its practice isnot to give such confirmations, satisfaction of Moody’s Rating Condition will not berequired with respect to the applicable action.

“Moody’s Rating Factor”: For each Collateral Obligation, the number set forth in the tablebelow opposite the Moody’s Default Probability Rating of such Collateral Obligation.

Moody’s DefaultProbability Rating

Moody’s RatingFactor

Moody’s DefaultProbability Rating

Moody’s RatingFactor

Aaa 1 Ba1 940Aa1 10 Ba2 1,350Aa2 20 Ba3 1,766Aa3 40 B1 2,220A1 70 B2 2,720A2 120 B3 3,490A3 180 Caa1 4,770

Baa1 260 Caa2 6,500Baa2 360 Caa3 8,070Baa3 610 Ca or lower 10,000

“Moody’s Recovery Amount”: With respect to any Collateral Obligation, an amount equal tothe product of (i) the applicable Moody’s Recovery Rate and (ii) the Principal Balance of suchCollateral Obligation.

“Moody’s Recovery Rate”: With respect to any Collateral Obligation, as of any date ofdetermination, the recovery rate determined in accordance with the following, in the followingorder of priority:

if the Collateral Obligation has been specifically assigned a recovery rate(i)by Moody’s (for example, in connection with the assignment by Moody’s of an estimatedrating), such recovery rate; or

if the preceding clause does not apply to the Collateral Obligation, except(ii)with respect to DIP Collateral Obligations, the rate determined pursuant to the tablebelow based on the number of rating subcategories difference between the CollateralObligation’s Moody’s Rating and its Moody’s Default Probability Rating (for purposesof clarification, if the Moody’s Rating is higher than the Moody’s Default ProbabilityRating, the rating subcategories difference will be positive and if it is lower, negative):

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Number ofMoody’s Ratings

SubcategoriesDifference betweenthe Moody’s Rating

and the Moody’sDefault Probability

RatingSenior Secured

Loans

First-Lien Last-OutLoans and Second

Lien Loans*Senior Unsecured

Loans

+2 or more 60.0% 55.0% 45.0%+1 50.0% 45.0% 35.0%0 45.0% 35.0% 30.0%-1 40.0% 25.0% 25.0%-2 30.0% 15.0% 15.0%

-3 or less 20.0% 5.0% 5.0%

* If such Collateral Obligation does not have both a CFR and an Assigned Moody’s Rating (as such terms aredefined in Schedule 4 of this Indenture), such Collateral Obligation will be deemed to be a Senior UnsecuredLoan for purposes of this table.

or

if the Collateral Obligation is a DIP Collateral Obligation (other than a(iii)DIP Collateral Obligation which has been specifically assigned a recovery rate byMoody’s), 50%.

“Moody’s Specified Tested Items”: The meaning specified in Section 7.17(c).

“Moody’s Weighted Average Rating Factor”: The number (rounded up to the nearest wholenumber) determined by summing the products obtained by multiplying the Principal Balance ofeach Collateral Obligation (excluding any Defaulted Obligation) by its Moody’s Rating Factor,dividing such sum by the aggregate of the outstanding Principal Balance of all such CollateralObligations and then rounding the result up to the nearest whole number.

“Moody’s Weighted Average Recovery Adjustment”: As of any date of determination, thegreater of (a) zero and (b) the product of (i)(A) the Moody’s Weighted Average Recovery Rateas of such date of determination multiplied by 100 minus (B) 43 and (ii) 50 if the Minimum Weighted Average Spread is less than or equal to 2.8%; 55 if the Minimum Weighted Average Spread is greater than 2.8% but less than or equal to 4.0%; and 60 if the Minimum Weighted Average Spread is greater than 4.0%[] and (ii) with respect to the adjustment of the Maximum Moody’s Rating Factor Test, the “Recovery Rate Modifier’ in the Recovery Rate Modifier Matrix that corresponds to the applicable “row/column combination”; provided, that if theMoody’s Weighted Average Recovery Rate for purposes of determining the Moody’s WeightedAverage Recovery Adjustment is greater than 60%, then such Moody’s Weighted AverageRecovery Rate will equal 60% unless the Moody’s Rating Condition is satisfied.

“Moody’s Weighted Average Recovery Rate”: As of any date of determination, the number,expressed as a percentage, obtained by summing the product of the Moody’s Recovery Rate on

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such Measurement Date of each Collateral Obligation (excluding any Defaulted Obligation) andthe Principal Balance of such Collateral Obligation, dividing such sum by the AggregatePrincipal Balance of all such Collateral Obligations and rounding up to the first decimal place.

“Non-Call Period”: The (i) Prior to the Refinancing Date, the period from the Closing Date tobut excluding the Payment Date in October 2017 and (ii) on and after the Refinancing Date, the period from the Refinancing Date to but excluding the Payment Date in [] 20[]; providedthat in connection with an Optional Redemption from Refinancing Proceeds or a PartialRedemption by Refinancing, the Holders of(a) a Majority of the Subordinated Notes may, withthe written consent of the Portfolio Manager (exercised in its sole discretion), or (b) the Portfolio Manager may direct that the end of the Non-Call Period for all Classes of Notes (and all classesof obligations providing the Refinancing) be extended to a date after the related RedemptionDate.

“Non-Consenting Holder”: The meaning specified in Section 9.8(c).

“Non-Permitted ERISA Holder”: Any Person who, pursuant to Section 2.6 of this Indenture, hasmade or is deemed to have made a Benefit Plan Investor, Controlling Person, prohibitedtransaction, Similar Law or Other Plan Law representation that is subsequently shown to be falseor misleading or whose beneficial ownership otherwise causes a violation of the 25% Limitation.

“Non-Permitted Holder”: Any Person (i) that is a U.S. Person that is not an IAI/QP or a QIB/QPor (ii) that is a Non-Permitted ERISA Holder.

“Non-Recourse Obligation”: An obligation that falls into any one of the following types of specialized lending, except any obligation that is assigned both a corporate family rating by Moody's and a rating by S&P pursuant to clause (a)(i) of the definition of S&P Rating:

(a) Project Finance: a method of funding in which the lender looks primarily to the revenues generated by a single project, both as the source of repayment and as security for the exposure. Repayment depends primarily on the project's cash flow and on the collateral value of the project's assets, such as power plants, chemical processing plants, mines, transportation infrastructure, environment, and telecommunications infrastructure.

(b) Object Finance: a method of funding the acquisition of physical assets (e.g., ships, aircraft, satellites, railcars, and fleets) where the repayment of the exposure is dependent on the cash flows generated by the specific assets that have been financed and pledged or assigned to the lender. A primary source of these cash flows might be rental or lease contracts with one or several third parties.

(c) Commodities Finance: a structured short term lending to finance reserves, inventories, or receivables of exchange traded commodities (e.g., crude oil, metals, or crops), where the exposure will be repaid from the proceeds of the sale of the commodity and the borrower has no independent capacity to repay the exposure. This is the case when the borrower has no other activities and no other material assets on its balance sheet.

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(d) Income producing real estate: a method of providing funding to real estate (such as, office buildings to let, retail space, multifamily residential buildings, industrial or warehouse space, and hotels) where the prospects for repayment and recovery on the exposure depend primarily on the cash flows generated by the asset. The primary source of these cash flows would generally be lease or rental payments or the sale of the asset.

(e) High volatility commercial real estate: a financing any of the land acquisition, development and construction phases for properties of those types in such jurisdictions, where the source of repayment at origination of the exposure is either the future uncertain sale of the property or cash flows whose source of repayment is substantially uncertain (e.g., the property has not yet been leased to the occupancy rate prevailing in that geographic market for that type of commercial real estate).

“Note Interest Amount”: With respect to any specified Class of Floating Rate Notes and anyPayment Date, the amount of interest for the next Interest Accrual Period payable in respect ofeach U.S.$100,000 Outstanding principal amount of such Class of Floating Rate Notes.

“Note Interest Rate”: (i) The per annum interest rate payable on the Secured Notes of each Classspecified in Section 2.3 with respect to each Interest Accrual Period unless a Re-Pricing hasoccurred with respect to such Class of SecuredRe-Pricing Eligible Notes (other than the Class A-1 Notes) in accordance with Section 9.8, and (ii) upon the occurrence of a Re-Pricing withrespect to such Class of SecuredRe-Pricing Eligible Notes (other than the Class A-1 Notes), theapplicable revised spread over LIBOR to be applied with respect to such Class of Secured Notes.

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

to the payment of accrued and unpaid interest on the Class A--1 Notes(i)until such amount has been paid in full;

to the payment of principal of the Class A--1 Notes until such amount has(ii)been paid in full;

to the payment of accrued and unpaid interest on the Class A-X Notes (iii)until such amount has been paid in full;

to the payment of principal of the Class X Notes until such amount has (iv)been paid in full;

to the payment of accrued and unpaid interest on the Class A-2 Notes until(v)such amount has been paid in full;

to the payment of principal of the Class A--2 Notes until such amount has(vi)been paid in full;

to the payment of first accrued and unpaid interest and then second any(vii)Deferred Interest on the Class B Notes until such amounts have been paid in full;

USActive 40057459.140057459.7Annex A- 51

to the payment of principal of the Class B Notes until such amount has(viii)been paid in full;

to the payment of first accrued and unpaid interest and then second any(ix)Deferred Interest on the Class C Notes until such amounts have been paid in full;

to the payment of principal of the Class C Notes until such amount has(x)been paid in full;

to the payment of first accrued and unpaid interest and then second any(xi)Deferred Interest on the Class D Notes until such amounts have been paid in full;

to the payment of principal of the Class D Notes until such amount has(xii)been paid in full;

to the payment of first accrued and unpaid interest and then second any(xiii)Deferred Interest on the Class E Notes until such amounts have been paid in full; and

to the payment of principal of the Class E Notes until such amount has(xiv)been paid in full.

“Noteholder” or “Noteholders”: With respect to any Note, the Person(s) whose name(s)appear(s) on the Register as the registered holder(s) of such Note.

“Notes”: Collectively, the Notes (including the Subordinated Notes) authorized by, andauthenticated and delivered under, this Indenture (as specified in Section 2.3) or anysupplemental indenture (and including any Additional Notes issued hereunder pursuant toSection 2.4).

“Notional Accrual Period”: The meaning specified in Exhibit C.

“Notional Designated Maturity”: The meaning specified in Exhibit C.

“Notional Determination Date”: The meaning specified in Exhibit C.

“NRSRO”: Any nationally recognized statistical rating organization, other than any RatingAgency.

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

“Offer”: The meaning specified in Section 10.8(c).

“Offered Securities”: Collectively, the Refinancing Notes and the additional Subordinated Notes issued on the Refinancing Date.

“Offering”: The offering of the Notes pursuant to the Offering Circular.

USActive 40057459.140057459.7Annex A- 52

“Offering Circular”: The offering circular, dated September 18, 2015 relating to the Notes, or, with respect to the Offered Securities, the offering circular dated [], 2018 relating to the Offered Securities, in each case including any supplements thereto.

“Officer”: With respect to the Issuer, the Co-Issuer and any corporation, any director, theChairman of the Board of Directors, the President, any Vice President, the Secretary, anAssistant Secretary, the Treasurer or an Assistant Treasurer of such entity or any Personauthorized by such entity; with respect to any partnership, any general partner thereof or anyPerson authorized by such entity; with respect to a limited liability company, any memberthereof or any Person authorized by such entity; and with respect to the Trustee, any TrustOfficer.

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

“Other Plan Law”: Any federal, state, local or non-U.S. law that is substantially similar to thefiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of theCode.

“Opinion of Counsel”: A written opinion addressed to the Trustee and, if required by the termshereof, each Rating Agency, in form and substance reasonably satisfactory to the Trustee, of anationally or internationally recognized law firm or an attorney admitted to practice (or law firm,one or more of the partners of which are admitted to practice) before the highest court of anyState of the United States or the District of Columbia (or the Cayman Islands, in the case of anopinion relating to the laws of the Cayman Islands) in the relevant jurisdiction, which attorney(or law firm) may, except as otherwise expressly provided in this Indenture, be counsel for theIssuer or the Co-Issuer, as the case may be, and which firm or attorney, as the case may be, shallbe reasonably satisfactory to the Trustee. Whenever an Opinion of Counsel is requiredhereunder, such Opinion of Counsel may rely on opinions of other counsel who are so admittedand so satisfactory, which opinions of other counsel shall accompany such Opinion of Counseland shall either be addressed to the Trustee and each Rating Agency or shall state that theTrustee and each Rating Agency shall be entitled to rely thereon.

“Optional Redemption”: A redemption of the Notes in accordance with Section 9.2.

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

except as otherwise provided in Section 2.10, Notes theretofore canceled(i)by the Registrar or delivered to the Registrar for cancellation or registered in the Registeron the date the Trustee provides notice to Holders pursuant to Section 4.1 that thisIndenture has been discharged;

Notes or portions thereof for whose payment or redemption funds in the(ii)necessary amount have been theretofore irrevocably deposited with the Trustee or anyPaying Agent in trust for the Holders of such Notes pursuant to Section 4.1(a)(ii);

USActive 40057459.140057459.7Annex A- 53

provided that if such Notes or portions thereof are to be redeemed, notice of suchredemption has been duly given pursuant to this Indenture or provision thereforsatisfactory to the Trustee has been made;

Notes in exchange for or in lieu of which other Notes have been(iii)authenticated and delivered pursuant to this Indenture, unless proof satisfactory to theTrustee is presented that any such Notes are held by a Protected Purchaser; and

Notes alleged to have been mutilated, defaced, destroyed, lost or stolen for(iv)which replacement Notes have been issued as provided in Section 2.7;

provided that in determining whether the Holders of the requisite Aggregate OutstandingAmount have given any request, demand, authorization, direction, notice, consent or waiverhereunder or under the Portfolio Management Agreement, (I) any Notes owned by (x) the Issuer,the Co-Issuer, or any other obligor upon the Notes or any Affiliate thereof or (y) the PortfolioManager, any Affiliate of the Portfolio Manager or any fund or account over which the PortfolioManager or any Affiliate has discretionary voting authority in connection with any vote underSections 11.1(a),[Section 11.4 or 11.5(d)] of the Portfolio Management Agreement, shall in each case be disregarded and deemed not to be Outstanding, except that, in determining whether theTrustee shall be protected in relying upon any such request, demand, authorization, direction,notice, consent or waiver, only Notes a Trust Officer of the Trustee has actual knowledge (or hasbeen provided written notice of) to be so owned shall be so disregarded and, (II) Notes so ownedthat have been pledged in good faith may be regarded as Outstanding if the pledgee establishesto the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and thatthe pledgee is not the Issuer, the Co-Issuer, any other obligor upon the Notes or any Affiliate ofthe Issuer, the Co-Issuer, or such other obligor (or the Portfolio Manager, any Affiliate of thePortfolio Manager or any account or investment fund over which the Portfolio Manager or anyAffiliate has discretionary voting authority) and (III) any Regulatory Refinancing Obligations shall be disregarded and deemed not to be Outstanding.

“Overcollateralization Ratio”: With respect to any specified Class or Classes of Secured Notes(other than the Class E Notes and the Class X Notes) as of the last day of the Ramp-Up Period orany Measurement Date thereafter, the percentage derived from dividing: (a) the AdjustedCollateral Principal Amount by (b) the sum of the Aggregate Outstanding Amounts (includingany Deferred Interest previously added to the principal amount of the Deferrable Notes thatremains unpaid) of the Secured Notes (other than the Class X Notes) of such Class or Classes,each Priority Class of Secured Notes and each Pari Passu Class of Secured Notes.

“Overcollateralization Ratio Test”: A test that is satisfied with respect to any Class or Classes ofSecured Notes (other than the Class E Notes and the Class X Notes) as of any date ofdetermination at, or subsequent to, the last day of the Ramp-Up Period, if (i) theOvercollateralization Ratio for such Class or Classes is at least equal to the applicable RequiredCoverage Ratio for such Class or Classes or (ii) such Class or Classes of Secured Notes is nolonger Outstanding.

“Pari Passu Class”: With respect to each Class of Notes, each Class of Notes that ranks paripassu with such Class, as indicated in Section 2.3.

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“Partial Deferrable Obligation”: Any Collateral Obligation with respect to which under therelated Underlying Instruments (i) a portion of the interest due thereon is required to be paid inCash on each payment date therefor and is not permitted to be deferred or capitalized (whichportion shall at least be equal to LIBOR or the applicable index with respect to which interest onsuch Collateral Obligation is calculated (or, in the case of a fixed rate Collateral Obligation, atleast equal to the forward swap rate for a designated maturity equal to the scheduled maturity ofsuch Collateral Obligation)) and (ii) the issuer thereof or obligor thereon may defer or capitalizethe remaining portion of the interest due thereon.

“Partial Redemption Date”: Any date on which a Partial Redemption by Refinancing”: The meaning specified in Section 9.3. or a Re-Pricing Redemption occurs.

“Partial Redemption Interest Proceeds”: In connection with a Partial Redemption by Refinancing or a Re-Pricing Redemption, Interest Proceeds in an amount equal to the sum of (a) the lesser of (i) the amount of accrued interest on the Classes being refinanced (after giving effect to payments under Section 11.1(a)(i) if the Partial Redemption Date would have been a Payment Date without regard to the Partial Redemption or Re-Pricing Redemption) and (ii) the amount the Portfolio Manager reasonably determines would have been available for distribution under the Priority of Payments for the payment of accrued interest on the Classes being refinanced on the next subsequent Payment Date if such Notes had not been refinanced plus (b) if the Partial Redemption Date is not a Payment Date, the amount (i) the Portfolio Manager reasonably determines would have been available for distribution under the Priority of Payments for the payment of Administrative Expenses (without regard to the Administrative Expense Cap) on the next subsequent Payment Date and (ii) any reserve established by the Issuer with respect to such Partial Redemption or Re-Pricing Redemption.

“Partial Redemption by Refinancing”: The meaning specified in Section 9.3.

“Participation Interest”: A participation interest in a loan that, at the time of acquisition, or theIssuer’s commitment to acquire the same, satisfies each of the following criteria:

the loan underlying such participation would constitute a Collateral Obligation(a)were it acquired directly;

the Selling Institution is the lender on the loan;(b)

the aggregate participation in the loan granted by such Selling Institution to any(c)one or more participants does not exceed the principal amount or commitment with respect towhich the Selling Institution is a lender under such loan;

such participation does not grant, in the aggregate, to the participant in such(d)participation a greater interest than the Selling Institution holds in the loan or commitment that isthe subject of the participation;

the entire purchase price for such participation is paid in full (without the benefit(e)of financing from the Selling Institution or its affiliates) at the time of the Issuer’s acquisition

USActive 40057459.140057459.7Annex A- 55

(or, to the extent of a participation in the unfunded commitment under a Revolving CollateralObligation or Delayed Drawdown Collateral Obligation, at the time of the funding of such loan);

the participation provides the participant all of the economic benefit and risk of(f)the whole or part of the loan or commitment that is the subject of the loan participation; and

such participation is documented under a Loan Syndications and Trading(g)Association, Loan Market Association or similar agreement standard for loan participationtransactions among institutional market participants;

provided that, for the avoidance of doubt, a Participation Interest shall not include asub-participation interest in any loan.

“Paying Agent”: Any Person authorized by the Issuer to pay the principal of or interest on anyNotes on behalf of the Issuer as specified in Section 7.2.

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

“Payment Date”: The 20th day of January, April, July and October of each year (or if such dayis not a Business Day, the next succeeding Business Day), commencing in April 2016with the first Payment Date after the Refinancing Date occurring in [] 2018; provided that, followingthe redemption or repayment in full of the Secured Notes, Holders of Subordinated Notes mayreceive payments (including in respect of an Optional Redemption of the Subordinated Notes) onany dates designated by the Portfolio Manager (which dates may or may not be the dates statedabove) upon seven Business Days prior written notice to the Trustee and the CollateralAdministrator (which notice the Trustee shall forward to the Holders of the Subordinated Noteswithin two Business Days of its receipt thereof) and such dates shall thereafter constitute“Payment Dates”.

“PBGC”: The United States Pension Benefit Guaranty Corporation.

“Permitted Hedge”: A derivative meeting the requirements of paragraph 10(c)(8)(iv) of theexclusions from the definition of “covered fund” for purposes of the final Volcker Rulepublished under Section 619 of the Dodd-Frank Wall Street Reform and Consumer ProtectionAct.

“Permitted Use”: With respect to any Contribution received into the Contribution Account andany amount on deposit in the Supplemental Reserve Account, any of the following uses: (i) thetransfer of the applicable portion of such amount to the Interest Collection Account forapplication as Interest Proceeds; provided that no Contribution or portion thereof may be so transferred or applied if such transfer and application would have the effect of causing an Interest Coverage Test that was failing immediately prior to such Contribution to be satisfied; (ii)the transfer of the applicable portion of such amount to the Principal Collection Account forapplication as Principal Proceeds; (iii) the transfer of the applicable portion of such amount topay any Administrative Expenses and other costs or expenses associated with a Refinancing, a

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Re-Pricing or a Partial Redemption by Refinancing; and (iv) to the purchase of Secured Notes asdescribed in Section 9.9.

“Person”: An individual, corporation (including a business trust), partnership, limited liabilitycompany, joint venture, association, joint stock company, trust (including any beneficiarythereof), unincorporated association or government or any agency or political subdivisionthereof.

“Pledged Obligations”: As of any date of determination, the Collateral Obligations, the EligibleInvestments and any Equity Security which forms part of the Assets that have been Granted tothe Trustee.

“Portfolio Management Agreement”: The (i) Prior to the Refinancing Date, the PortfolioManagement Agreement, dated as of the Closing Date, between the Issuer and the Portfolio ManagerBlueMountain CLO Management, LLC (as assignee of BlueMountain Capital Management, LLC) relating to the Notes and the Assets and (ii) on and after the Refinancing Date, the Amended and Restated Portfolio Management Agreement, dated as of the Refinancing Date, between the Issuer and if the RR Condition is not satisfied, BlueMountain Capital Management, LLC, or if the RR Condition is satisfied, BlueMountain Fuji Management, LLC, acting through its Series A (in each case, as assignee of BlueMountain CLO Management, LLC)relating to the Notes and the Assets, in each case as amended from time to time.

“Portfolio Manager”: If the RR Condition is not satisfied, BlueMountain Capital Management,LLC, a Delaware limited liability company, and if the RR Condition is satisfied, BlueMountain Fuji Management, LLC, a Delaware series limited liability company, acting through its Series A, in each case, until a successor Person shall have become the Portfolio Manager pursuant to theprovisions of the Portfolio Management Agreement, and thereafter “Portfolio Manager” shallmean such successor Person.

“Post-Acceleration Payment Date”: Any Payment Date after the principal of the Secured Noteshas been declared to be or has otherwise become immediately due and payable pursuant toSection 5.2; provided that such declaration has not been rescinded or annulled.

“Posting Email Account”: The Issuer’s email address account [email protected], or such other email address as the Issuer mayprovide to the Trustee, the Collateral Administrator, the Information Agent and the PortfolioManager for posting to the 17g-5 Website.

“Potential Tax Asset”: Any Collateral Obligation or other asset held by the Issuer with respectto which, as a result of a change in law, the Issuer has received an opinion of counsel ofnationally recognized tax counsel to the effect that there is a reasonable basis to conclude that (i)the ownership of such Collateral Obligation or other asset would result in the Issuer being orbecoming engaged in a trade or business in the United States or subject to U.S. tax on a netincome basis or subject to the U.S. branch profits tax or (ii) the ownership of such CollateralObligation or other asset violates certain requirements set forth in the Portfolio ManagementAgreement.

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“Principal Balance”: Subject to Section 1.2, with respect to (a) any Pledged Obligation otherthan a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of anydate of determination, the outstanding principal amount of such Pledged Obligation and (b) anyRevolving Collateral Obligation or Delayed Drawdown Collateral Obligation, as of any date ofdetermination, the outstanding principal amount of such Revolving Collateral Obligation orDelayed Drawdown Collateral Obligation, plus (except as expressly set forth in this Indenture)any undrawn commitments that have not been irrevocably reduced with respect to suchRevolving Collateral Obligation or Delayed Drawdown Collateral Obligation; provided that forall purposes (i) the Principal Balance of any Equity Security, Specified Equity Security orCollateral Obligation that has been a Defaulted Obligation for three years or more shall bedeemed to be zero, (ii) the Principal Balance of any Collateral Obligation that, at the time of itspurchase by the Issuer, was subject to an Offer for a price of less than its par amount, shall be,until the expiration of such Offer in accordance with its terms, the Offer price (expressed as adollar amount) of such Collateral Obligation, (iii) the Principal Balance of a DeferrableObligation or Partial Deferrable Obligation shall not include any deferred or capitalized interestthat remains unpaid (including any currently deferred interest) and (iv) the Principal Balance of aZero-Coupon Obligation which, by its terms, does not at any time pay cash interest thereon shallbe deemed to be the accreted value of such Collateral Obligation (other than a DefaultedObligation) or Eligible Investment as of the date of determination.

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

“Principal Financed Accrued Interest”: With respect to: (i) any Collateral Obligation owned orpurchased by the Issuer on the Closing Date, an amount equal to the unpaid interest on suchCollateral Obligation that accrued prior to the Closing Date that is owing to the Issuer andremains unpaid as of the Closing Date and (ii) any Collateral Obligation purchased after theClosing Date, the amount of Principal Proceeds, if any, applied towards the purchase of accruedinterest on such Collateral Obligation; provided, however, in the case of this clause (ii), PrincipalFinanced Accrued Interest shall not include any accrued interest purchased with InterestProceeds deemed to be Principal Proceeds as set forth in the definition of “Interest Proceeds.”

“Principal Proceeds”: With respect to any Collection Period or Determination Date, all amountsreceived by the Issuer during the related Collection Period that do not constitute InterestProceeds; provided that, for the avoidance of doubt, under no circumstances shall PrincipalProceeds include the Excepted Property or Regulatory Refinancing Proceeds in connection with a Regulatory Refinancing.

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

“Priority Hedge Termination Event”: The occurrence (i) with respect to the Issuer of any eventdescribed in Section 5(a)(i) (“Failure to Pay or Deliver”) or Section 5(a)(vii) (“Bankruptcy”)with respect to which the Issuer is the sole Defaulting Party (as defined in the relevant HedgeAgreement) or Section 5(b)(v) (“Additional Termination Event”) with respect to which theIssuer is the sole Affected Party (as defined in the relevant Hedge Agreement) of any HedgeAgreement, (ii) with respect to either the Issuer or the Hedge Counterparty, of any event

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described in Section 5(b)(i) (“Illegality”) of any Hedge Agreement, (iii) of the delivery to theTrustee of an irrevocable order to liquidate the Assets due to an Event of Default under thisIndenture or (iv) in the case of any Hedge Agreement, of any termination described in Section 16.1(b) of this Indenture with respect to which the Issuer is the sole Defaulting Party or AffectedParty (as defined in the relevant Hedge Agreement).

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

“Priority of Regulatory Refinancing Proceeds”: The meaning specified in Section 11.1(a)(v).

“Proceeding”: Any suit in equity, action at law or other judicial or non-judicial enforcement oradministrative proceeding.

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

“Protected Purchaser”: The meaning specified in Section 8-303 of the UCC.

“Purchase Agreement”: An Collectively, (a) the purchase agreement dated as of the Closing Dateamong the Co-Issuers and the Initial Purchaser, relating to the purchase of the Notes issued on the Closing Date and (b) the purchase agreement dated the Refinancing Date among the Co-Issuers and the Initial Purchaser relating to the purchase of the Notes issued on the Refinancing Date, each as amended from time to time.

“QIB/QP”: Any Person that, at the time of its acquisition, purported acquisition or proposedacquisition of Notes is both a Qualified Institutional Buyer and a Qualified Purchaser.

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

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

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

“Ramp-Up Interest Deposit Restriction”: A restriction that is satisfied if the sum of (x) thedeposits transferred from the Ramp-Up Account and the Principal Collection Account into theInterest Collection Account as Interest Proceeds and (y) Principal Financed Accrued Interestdescribed in clause (i) of the definition thereof that the Portfolio Manager elects to treat asInterest Proceeds on the first Determination Date after the end of the Ramp-Up Period does notexceed 1.25% of the Aggregate Ramp-Up Par Amount.

“Ramp-Up Period”: The period commencing on the Closing Date and ending upon the earlier of(a) March 18, 2016 and (b) any date selected by the Portfolio Manager in its sole discretion on orafter which the Aggregate Ramp-Up Par Condition has been satisfied.

“Rating”: The Moody’s Rating and/or S&P Rating, as applicable.

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“Rating Agency”: Each of Moody’s and S&P, in each case only for so long as Notes rated bysuch entity on the Closing Date are Outstanding and rated by such entity.

“Recalcitrant Holder”: (i) A Holder of debt or equity in the Issuer or the Co-Issuer that fails to provide the Holder FATCA Information or (ii) a foreign financial institution as defined under FATCA that does not satisfy (or is not deemed to satisfy or not excused from satisfying) Section 1471(b) of the Code.

“Record Date”: As to any applicable Payment Date, the 15th day (whether or not a BusinessDay) prior to such Payment Date.

“Recovery Rate Modifier Matrix”: The following chart used to determine which of the “row/column combinations” (or the linear interpolation between two adjacent rows and/or two adjacent columns, as applicable) are applicable for purposes of determining the “Recovery Rate Modifier” for purposes of the Moody’s Weighted Average Recovery Adjustment:

Minimum Diversity ScoreMinimum Weighted Average Spread (%) [] [] [] [] [] [] [] [] []

[]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] []

USActive 40057459.140057459.7Annex A- 60

Minimum Diversity ScoreMinimum Weighted Average Spread (%) [] [] [] [] [] [] [] [] []

[]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] [][]% [] [] [] [] [] [] [] [] []

Recovery Rate Modifier

“Redemption Amount”: The meaning specified in Section 9.2(a).

“Redemption Date”: Any Business Day specified for an Optional Redemption, a PartialRedemption by Refinancing or a Clean-Up Call Redemption pursuant to Article IX.

“Redemption Date Designated Principal Proceeds”: The meaning specified in Section 9.2(b).

“Redemption Price”: When used with respect to (i) any Class of Secured Notes, (a) an amountequal to 100% of the Aggregate Outstanding Amount thereof plus (b) accrued and unpaidinterest thereon, to the Redemption Date and (ii) any Subordinated Note, its proportional share(based on the Aggregate Outstanding Amount of such Subordinated Notes) of the amount of theproceeds of the Assets (including proceeds created when the lien of this Indenture is released)remaining pursuant to the Priority of Payments after giving effect to the redemption of theSecured Notes in full and payment in full of (and/or creation of a reserve for) all expenses of theCo-Issuers; provided that, Holders of 100% of the Aggregate Outstanding Amount of any Classof Secured Notes may elect to receive less than 100% of the Redemption Price that wouldotherwise be payable to the Holders of such Class of Secured Notes; provided, further, that theRedemption Price for any Re-Priced Class shall equal the Aggregate Outstanding Amount of theRe-Priced Class, plus accrued and unpaid interest thereon at the applicable Note Interest Rate tobut excluding the applicable Re-Pricing Date.

“Reference BanksRedemption Settlement Delay”: The meaning specified in Exhibit CSection 9.4(b).

“Reference Banks”: The meaning specified in the definition of LIBOR.

“Reference Rate Modifier”: Any modifier recognized or acknowledged by LSTA (or, to the extent the Designated Reference Rate is the rate proposed or recommended as a replacement for Libor in the leveraged loan market by the ARRC, ARRC) that is applied to a reference rate in order to cause such rate to be comparable to 3-month LIBOR, which may consist of an addition to or subtraction from such unadjusted rate or may be zero.

“Refinancing”: The meaning specified in Section 9.2(b).

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“Refinancing Date”: [], 2018.

“Refinancing Notes”: The Class X Notes, the Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes, the Class C-R Notes, the Class D-R Notes and the Class F-R Notes.

“Refinancing Proceeds”: With respect to any Refinancing, the Cash proceeds received by theIssuer therefrom.

“Refinancing Replacement Obligations”: The meaning specified in Section 9.2(b).

“Register” and “Registrar”: The respective meanings specified in Section 2.6(a).

“Registered Office Agreement”: An agreement between the Administrator and the Issuer, datedApril 9, 2015, for the provision of registered office facilities in the Cayman Islands, as suchagreement may be amended, supplemented or varied from time to time.

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

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

“Regulation S Global Note”: Any Regulation S Global Secured Notes or Regulation S GlobalSubordinated Notes.

“Regulation S Global Secured Note”: The meaning specified in Section 2.2(b)(i).

“Regulation S Global Subordinated Note”: The meaning specified in Section 2.2(b)(i).

“Regulatory Refinancing”: The meaning specified in Section 9.10.

“Regulatory Refinancing Date”: The meaning specified in Section 9.10.

“Regulatory Refinancing Interest Proceeds”: In connection with a Regulatory Refinancing, Interest Proceeds in an amount equal to (a) the lesser of (i) the amount of accrued interest on the portion of each Class of Notes being refinanced (after giving effect to payments pursuant to Section 11.1(a)(i) if the Regulatory Refinancing Date would have been a Payment Date without regard to the Regulatory Refinancing) and (ii) the amount the Portfolio Manager reasonably determines would have been available for distribution under the Priority of Payments for the payment of accrued interest on the portion of each Class of Notes being refinanced on the next subsequent Payment Date (or, if the Regulatory Refinancing Date is otherwise a Payment Date, such Payment Date) if such portion of such Class of Notes had not been refinanced plus (b) any Contributions or the proceeds of additional Subordinated Notes designated for the payment of a portion of the Regulatory Refinancing Redemption Price of the portion of each Class of Notes being redeemed in connection with the Regulatory Refinancing plus (c) if the Regulatory Refinancing Date is not otherwise a Payment Date, the amount of any reserve established by the Issuer with respect to such Regulatory Refinancing.

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“Regulatory Refinancing Obligation”: Each replacement note issued in connection with a Regulatory Refinancing.

“Regulatory Refinancing Proceeds”: The cash proceeds of Regulatory Refinancing Obligations.

“Regulatory Refinancing Redemption Price”: With respect to any (a) Secured Note, an amount equal to (i) the Aggregate Outstanding Amount of the Secured Note being redeemed plus (ii) accrued and unpaid interest (including any defaulted interest and any interest thereon and including interest on Deferred Interest) on such Secured Note to the Regulatory Refinancing Date, and (b) Subordinated Note, the Subordinated Notes Regulatory Refinancing Redemption Price.

“Reinvestable Obligation”: The meaning specified in Section 12.2(d).

“Reinvestment Overcollateralization Test”: A test that is satisfied as of any Measurement Dateoccurring on or after the last day of the Ramp--Up Period and before the last day of theReinvestment Period on which Class E Notes remain Outstanding if the OvercollateralizationRatio with respect to the Class E Notes as of such Measurement Date is at least equal to103.4[]%.

“Reinvestment Period”: The period from and including the Closing Date to and including theearliest of (i) the Payment Date in October 2019,[] 20[], (ii) the date of the acceleration ofthe Maturity of the Secured Notes pursuant to Section 5.2, (iii) the end of the Collection Periodrelated to a Redemption Date in connection with an Optional Redemption (other than aRefinancing or a Partial Redemption by Refinancing), and (iv) the date on which the PortfolioManager reasonably determines and notifies the Issuer, the Rating Agencies, the Trustee and theCollateral Administrator that it can no longer reinvest in additional Collateral Obligations inaccordance with Section 12.2 orof the Portfolio Management Agreement.

Once terminated, the Reinvestment Period cannot be reinstated without the consent of thePortfolio Manager and, in the case of termination under clause (ii), without the accelerationhaving been rescinded, no other events that would terminate the Reinvestment Period haveoccurred and are continuing and, if the default giving rise to such termination has occurred as aresult of an Event of Default under clause (g) of the definition thereof, a Majority of theControlling Class having consented to such reinstatement.

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

“Reinvestment Target Par Balance”: The Aggregate Ramp-Up Par Amount minus (A) theamount of any reduction in the Aggregate Outstanding Amount of the Notes (other than the Class X Notes) through the Priority of Payments plus (B) the aggregate amount of PrincipalProceeds that result from the issuance of any Additional Notes (after giving effect to suchissuance of any Additional Notes).

“Re-Priced Class”: The meaning specified in Section 9.8(a).

“Re-Pricing”: The meaning specified in Section 9.8(a).

USActive 40057459.140057459.7Annex A- 63

“Re-Pricing Date”: The meaning specified in Section 9.8(b).

“Re-Pricing Eligible Notes”: [The Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes].

“Re-Pricing Intermediary”: The meaning specified in Section 9.8(a).

“Re-Pricing Notice”: The meaning specified in Section 9.8(b).

“Re-Pricing Redemption”: In connection with a Re-Pricing, the redemption by the Issuer of the Secured Notes of the Re-Priced Class(es) held by Non-Consenting Holders.

“Re-Pricing Transfer”: The meaning specified in Section 9.8(c).

“Requested Funding Amount”: The meaning specified in Section 2.14(c).

“Requesting Party”: The meaning specified in Section 14.16.

“Required Coverage Ratio”: With respect to a specified Class of Secured Notes and the relatedInterest Coverage Test or Overcollateralization Ratio Test as the case may be, as of any date ofdetermination, the applicable percentage indicated below opposite such specified Class:

Class Overcollateralization Ratio Test Interest Coverage Ratio TestA 122.9[]% 120.0[]%B 113.2[]% 115.0[]%C 108.9[]% 110.0[]%D 103.7[]% 105.0[]%E 102.4% N/A

“Required Hedge Counterparty Rating”: With respect to any Hedge Counterparty, the ratingsrequired by the criteria of each Rating Agency then rating a Class of Secured Notes in effect atthe time of execution of the related Hedge Agreement.

“Required S&P Credit Estimate Information”: S&P’s “Credit Estimate InformationRequirements” dated April 2011 and any other available information S&P reasonably requests inorder to produce a credit estimate for a particular asset.

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

“Reset Amendment”: The meaning specified in Section 8.1(a)(xxxii).

“Restricted Trading Period”: Each day during which (1) (a) while any Class X Notes or ClassA-1 Notes are Outstanding, the Moody’s rating of the Class X Notes or Class A-1 Notes or theS&P rating of any of the Class X Notes or Class A-1 Notes is one or more subcategories belowits Initial Rating thereof or has been withdrawn and not reinstated or (b) while any Class A-2Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, the S&P rating of any ofthe Class A-2 Notes, the Class B Notes, the Class C Notes or the Class D Notes is two or more

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subcategories below its Initial Rating or such rating has been withdrawn and not reinstated and(2) after giving effect to any sale of the relevant Collateral Obligations, either (x) the AggregatePrincipal Balance of the Collateral Obligations (excluding the Collateral Obligation being sold)and Eligible Investments constituting Principal Proceeds (including, without duplication, theanticipated net proceeds of such sale) will be less than the Reinvestment Target Par Balance or (y) any of the Coverage Tests are not satisfied; provided that such period will not be a RestrictedTrading Period upon the direction of a Majority of the Controlling Class, which direction by aMajority of the Controlling Class will remain in effect until the earlier of (i) a subsequentdirection by a Majority of the Controlling Class to declare the beginning of a Restricted TradingPeriod or (ii) a further downgrade or withdrawal of any Class of Notes by Moody’s or S&P, asapplicable, that notwithstanding such direction would cause the conditions set forth in clauses(1) or (2) to be true. For the avoidance of doubt, no Restricted Trading Period shall restrict anysale of a Collateral Obligation entered into by the Issuer at a time when a Restricted TradingPeriod was not in effect, regardless of whether such sale has settled.

“Reuters Screen”: The meaning specified in Exhibit C. The rates for deposits in dollars which appear on the Reuters Screen LIBOR 01 (or such other page that may replace that page on such service for the purpose of displaying comparable rates) on the by Bloomberg Financial Markets Commodities News as of 11:00 a.m., London time, on the Interest Determination Date.

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

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

“Risk Retention Rules”: The final rules implementing the credit risk retention requirements ofSection 941 of the of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“RR Condition”: A condition that will be satisfied if the Portfolio Manager determines (in its sole discretion) that compliance by the Portfolio Manager with the Risk Retention Rules will be required on or after the Refinancing Date.

“Rule 17g-5”: The meaning specified in Section 14.15.

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

“Rule 144A Global Note”: Any Rule 144A Global Secured Notes or Rule 144A GlobalSubordinated Notes.

“Rule 144A Global Secured Note”: The meaning specified in Section 2.2(b)(ii).

“Rule 144A Global Subordinated Note”: The meaning specified in Section 2.2(b)(ii).

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“Rule 144A Information”: The meaning specified in Section 7.14.

“S&P”: Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC S&P Global Ratings, an S&P Global business, and any successor thereto.

“S&P Additional Current Pay Criteria”: Criteria satisfied with respect to any CollateralObligation (other than a DIP Collateral Obligation) if either (i) the issuer of such CollateralObligation has made a Distressed Exchange Offer and the Collateral Obligation is already heldby the Issuer and is subject to the Distressed Exchange Offer or ranks equal to or higher inpriority than the obligation subject to the Distressed Exchange Offer, or (ii) such CollateralObligation has a Market Value of at least 80% of its par value.

“S&P Asset Specific Recovery Rating”: With respect to any Collateral Obligation, the corporaterecovery rating assigned by S&P (i.e., the S&P Recovery Rate) to such Collateral Obligation.

“S&P CDO Monitor”: Each dynamic, analytical computer model developed by S&P used tocalculate the default frequency in terms of the amount of debt assumed to default as a percentageof the original principal amount of the Collateral Obligations consistent with a specifiedbenchmark rating level based upon certain assumptions and S&P’s proprietary corporate defaultstudies, as may be amended by S&P from time to time upon notice to the Issuer, the Trustee andthe Collateral Administrator. Each S&P CDO Monitor shall be chosen by the Portfolio Manager(with notice to the Collateral Administrator) and associated with either (x) an S&P WeightedAverage Recovery Rate, a Weighted Average Life (in each case from the applicable table inSection 2 of Schedule 5) and a Weighted Average Floating Spread or (y) an S&P WeightedAverage Recovery Rate, a Weighted Average Life and a Weighted Average Floating Spreadconfirmed by S&P; provided that as of any Measurement Date, (i) the S&P Weighted AverageRecovery Rate for the Highest Ranking Class equals or exceeds the S&P Weighted AverageRecovery Rate chosen by the Portfolio Manager and (ii) the Weighted Average Floating Spreadequals or exceeds the Weighted Average Floating Spread chosen by the Portfolio Manager.

“S&P CDO Monitor Test”: A test that will be satisfied on any date of determination following receipt by the IssuerFormula Election Date”: The date designated by the Portfolio Manager upon at least five Business Days’ prior written notice to S&P, the Trustee and the CollateralAdministrator of the applicable input file toas the date on which the Issuer will begin to utilizethe S&P CDO Monitor Adjusted BDR; provided that an S&P CDO Monitor Formula Election Date may only occur once.

“S&P CDO Monitor Formula Election Period”: The period from and including the S&P CDO Monitor Formula Election Date (if any).

“S&P CDO Monitor Test”: A test that will be satisfied on any Measurement Date on or after the end of the Ramp-Up Period and during the Reinvestment Period if, after giving effect to thepurchase of an additionala Collateral Obligation, each(a) prior to the designation of an S&P CDO Monitor Formula Election Date, the Class Default Differential of the Proposed Portfolio ispositive. The or (b) during an S&P CDO Monitor Formula Election Period (if any), the S&P CDO Monitor Adjusted BDR is equal to or greater than the S&P CDO Monitor SDR. If an S&P

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CDO Monitor Formula Election Period is not in effect, the S&P CDO Monitor Test will beconsidered to be improved if eachthe Class Default Differential of the Proposed Portfolio isgreater than the corresponding Class Default Differential of the Current Portfolio. During an S&P CDO Monitor Formula Election Period, the definitions in Schedule 7 hereto will apply.

“S&P Collateral Value”: With respect to any Defaulted Obligation or Deferring Obligation, thelesser of (i) the S&P Recovery Amount of such Defaulted Obligation or Deferring Obligation, as applicable, as of the relevant Measurement Date and (ii) the Market Value of such DefaultedObligation or Deferring Obligation, as applicable, as of the relevant Measurement Date.

“S&P Excel Default Model Input File”: An electronic spreadsheet file in Microsoft Excel formatto be provided to S&P, as shall be agreed to by the Collateral Administrator and S&P and whichfile shall include the following information (if available) with respect to each CollateralObligation: (a) the name of the issuer thereof, the country of domicile of the issuer thereof andthe particular issue held by the Issuer, (b) the CUSIP or other applicable identification numberassociated with such Collateral Obligation, (c) the par value of such Collateral Obligation, (d)the type of issue (including, by way of example, whether such Collateral Obligation is a SeniorSecured Loan, Second Lien Loan, Cov-Lite Loan, etc.), using such abbreviations as may beselected by the Collateral Administrator, (e) a description of the index or other applicablebenchmark upon which the interest payable on such Collateral Obligation is based (including, byway of example, fixed rate, step up rate, zero coupon and LIBOR), (f) the coupon (in the case ofa Collateral Obligation which bears interest at a fixed rate) or the spread over the applicableindex (in the case of a Collateral Obligation which bears interest at a floating rate), (g) the S&PIndustry Classification group for such Collateral Obligation, (h) the Stated Maturity of suchCollateral Obligation, (i) the S&P Rating of such Collateral Obligation or the issuer thereof, asapplicable, (j) the trade date and settlement date of each Collateral Obligation, (k) the Loan-Xidentification of such Collateral Obligation, (l) the purchase price of any unsettled CollateralObligation, (m) whether the Collateral Obligation includes a LIBOR floor, and if so, the rate ofthat floor, (n) whether such Collateral Obligation is a First-Lien Last-Out Loan and (o) suchother information as the Collateral Administrator may determine to include in such file. Inaddition, such file shall include a description of any Balance of Cash and other EligibleInvestments and the Principal Balance thereof forming a part of the Pledged Obligations. Inrespect of the file provided to S&P in connection with the Issuer’s request to S&P to confirm itsInitial Rating of the Secured Notes pursuant to Section 7.17, such file shall include a separate breakdown of the Aggregate Principal Balance and identity of all Collateral Obligations with respect to which the Issuer has entered into a binding commitment to acquire but with respect to which no settlement has occurredall of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

“S&P Industry Classification”: The S&P Industry Classifications set forth in Schedule 2, andsuch industry classifications shall be updated at the sole option of the Portfolio Manager if S&Ppublishes revised industry classifications.

“S&P/Moody’s Selected Maximum Average Life”: As of any date of determination, theWeighted Average Life associated with the S&P CDO Monitor chosen by the Portfolio Managerpursuant to the definition of “S&P CDO Monitor” with respect to such date.

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“S&P Rating”: The S&P Rating of any Collateral Obligation (excluding Current PayObligations whose issuer has made a Distressed Exchange Offer) will be determined as follows:

with respect to a Collateral Obligation that is not a DIP Collateral Obligation (i) if(a)there is an issuer credit rating of the issuer of such Collateral Obligation by S&P as published byS&P, or the guarantor which unconditionally and irrevocably guarantees (subject to a guarantee that conforms to S&P’s then publicly available rating criteria so long as S&P is then rating the Notes) such Collateral Obligation then the S&P Rating shall be such rating (regardless ofwhether there is a published rating by S&P on the Collateral Obligations of such issuer held bythe Issuer) or (ii) if there is no issuer credit rating of the issuer by S&P but (A) if there is a seniorunsecured rating on any obligation or security of the issuer, the S&P Rating of such CollateralObligation shall equal such rating; (B) if there is a senior secured rating on any obligation orsecurity of the issuer, then the S&P Rating of such Collateral Obligation shall be onesubcategory below such rating; and (C) if there is a subordinated rating on any obligation orsecurity of the issuer, then the S&P Rating of such Collateral Obligation shall be onesubcategory above such rating if such rating is higher than “BB+,” and shall be two subcategories above such rating if such rating is “BB+” or lower;

with respect to any Collateral Obligation that is a DIP Collateral Obligation with(b)a current or active rating by S&P as published by S&P, the S&P Rating thereof shall be thecredit rating assigned to such issue by S&P; provided that: (x) such rating was assigned thereto within the immediately preceding 12-month period and (y) the Portfolio Manager (on behalf of the Issuer) will notify S&P if the Portfolio Manager has actual knowledge of the occurrence of any material amendment or event with respect to such Collateral Obligation that would, in the reasonable business judgment of the Portfolio Manager, have a material adverse impact on the credit quality of such Collateral Obligation, including any amortization modifications, extensions of maturity, reductions of principal amount owed, or non-payment of timely interest or principal due;

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

if an obligation of the issuer is not a DIP Collateral Obligation and is(i)publicly rated by Moody’s, then the S&P Rating will be determined in accordance withthe methodologies for establishing the Moody’s Rating set forth above except that theS&P Rating of such obligation will be (1) one subcategory below the S&P equivalent ofthe Moody’s Rating if such Moody’s Rating is “Baa3” or higher and (2) twosubcategories below the S&P equivalent of the Moody’s Rating if such Moody’s Ratingis “Ba1” or lower; provided that the Aggregate Principal Balance of the CollateralObligations that may have an S&P Rating derived from a Moody’s Rating as set forth inthis clause (i) may not exceed 10.0% of the Collateral Principal Amount; provided, that,to the extent that Moody’s is no longer acting as a Rating Agency hereunder and anapplicable successor is not in place, the S&P Rating Condition will have been satisfiedprior to any determination in accordance with this clause (c)(i);

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the S&P Rating may be based on a credit estimate provided by S&P(ii)within the prior twelve (12) months (at which point the credit estimate shall expire), andin connection therewith, the Issuer, the Portfolio Manager on behalf of the Issuer or theissuer of such Collateral Obligation shall, prior to or within thirty (30) days after theacquisition of such Collateral Obligation, apply (and concurrently submit all availableRequired S&P Credit Estimate Information in respect of such application [email protected]@spglobal.com) to S&P for a credit estimatewhich shall be its S&P Rating; provided that, until the receipt from S&P of suchestimate, such Collateral Obligation shall have an S&P Rating as determined by thePortfolio Manager in its sole discretion if the Portfolio Manager certifies to the Trusteethat it believes that such S&P Rating determined by the Portfolio Manager iscommercially reasonable and will be at least equal to such rating; provided, further, thatif such Required S&P Credit Estimate Information is not submitted within such thirty(30) day period, then, pending receipt from S&P of such estimate, the CollateralObligation shall have (1) the S&P Rating as determined by the Portfolio Manager for aperiod of up to ninety (90) days after the acquisition of such Collateral Obligation and (2)an S&P Rating of “CCC-” following such ninety day period; unless, during such ninetyday period, the Portfolio Manager has requested the extension of such period and S&P, inits sole discretion, has granted such request; provided, further, that with respect to anyCollateral Obligation for which S&P has provided a credit estimate, the PortfolioManager (on behalf of the Issuer) will request that S&P confirm or update such estimateannually (and pending receipt of such confirmation or new estimate, the CollateralObligation will have the prior estimate);

with respect to a DIP Collateral Obligation, if the S&P Rating cannot(iii)otherwise be determined pursuant to this definition, the S&P Rating of such CollateralObligation shall be “CCC-”; and

with respect to a Collateral Obligation that is not a Defaulted Obligation,(iv)the S&P Rating of such Collateral Obligation will at the election of the Issuer (at thedirection of the Portfolio Manager) be “CCC-”; provided that (A) the Portfolio Managerexpects the Obligor in respect of such Collateral Obligation to continue to meet itspayment obligations under such Collateral Obligation, (B) such Obligor is not currentlyin reorganization or bankruptcy, (C) such Obligor has not defaulted on any of its debtsduring the immediately preceding two year period and (D) the Issuer or the PortfolioManager on behalf of the Issuer shall use commercially reasonable efforts to provide theRequired S&P Credit Estimate Information.

provided that for purposes of the determination of the S&P Rating, (x) if the applicable ratingassigned by S&P to an obligor or its obligations is on “credit watch positive” by S&P, suchrating will be treated as being one subcategory above such assigned rating, (y) if the applicablerating assigned by S&P to an obligor or its obligations is on “credit watch negative” by S&P,such rating will be treated as being one subcategory below such assigned rating and (z) anyreference to the S&P rating in this definition shall mean the public S&P rating and shall notinclude any private or confidential S&P rating unless (a) the obligor and any other relevant party

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has provided written consent to S&P for the use of such rating; and (b) such rating is subject tocontinuous monitoring by S&P.

The S&P Rating of any Collateral Obligation that is a Current Pay Obligation whoseissuer has made a Distressed Exchange Offer will be determined as follows:

Subject to clause (d) below, if applicable, if the Collateral Obligation is and will(a)remain senior to the debt obligations on which the related Distressed Exchange Offer has beenmade and the issuer is not subject to a bankruptcy proceeding, the issuer credit rating of theissuer published by S&P of the Collateral Obligation is below “CCC-” as a result of theDistressed Exchange Offer and S&P has not published revised ratings following the completionor withdrawal of the Distressed Exchange Offer and:

there is an issue credit rating published by S&P for the Collateral(i)Obligation and

the Collateral Obligation has an S&P Asset Specific Recovery(A)Rating of 1+, then the S&P Rating of such Collateral Obligation shall be thehigher of (x) three subcategories below such issue credit rating and (y) “CCC-”;

the Collateral Obligation has an S&P Asset Specific Recovery(B)Rating of 1, then the S&P Rating of such Collateral Obligation shall be the higherof (x) two subcategories below such issue credit rating and (y) “CCC-”;

the Collateral Obligation has an S&P Asset Specific Recovery(C)Rating of 2, then the S&P Rating of such Collateral Obligation shall be the higherof (x) one subcategory below such issue credit rating and (y) “CCC-”;

the Collateral Obligation has an S&P Asset Specific Recovery(D)Rating of 3 or 4, then the S&P Rating of such Collateral Obligation shall be thehigher of (x) such issue credit rating and (y) “CCC-”;

the Collateral Obligation has an S&P Asset Specific Recovery(E)Rating of 5, then the S&P Rating of such Collateral Obligation shall be the higherof (x) one subcategory above such issue credit rating and (y) “CCC-”; or

the Collateral Obligation has an S&P Asset Specific Recovery(F)Rating of 6, then the S&P Rating of such Collateral Obligation shall be the higherof (x) two subcategories above such issue credit rating and (y) “CCC-”; or

there is either no issue credit rating or no S&P Asset Specific Recovery(ii)Rating for the Collateral Obligation, then the S&P Rating of such Collateral Obligationsshall be “CCC-”;

Subject to clause (d) below, if applicable, if the Collateral Obligation is the debt(b)obligation on which the related Distressed Exchange Offer has been made, until S&P publishesrevised ratings following the completion or withdrawal of the offer, the S&P Rating of suchCollateral Obligation shall be “CCC-”;

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Subject to clause (d) below, if applicable, if the Collateral Obligation is(c)subordinate to the debt obligation on which the related Distressed Exchange Offer has beenmade, until S&P publishes revised ratings following the completion or withdrawal of the offerthe S&P Rating of such Collateral Obligation shall be “CCC-”;

If multiple Collateral Obligations have the same issuer and such issuer made a(d)Distressed Exchange Offer, the S&P Rating for each such Collateral Obligation shall bedetermined as follows:

first, an S&P Rating for each such Collateral Obligation shall be(i)determined in accordance with clauses (a), (b) and (c) of this definition;

second, the S&P Rating for each such Collateral Obligation determined in(ii)accordance with sub-clause (d)(i) above shall be converted into “Rating Points”equivalent pursuant to the table set forth below:

S&P Rating “Rating Points”

“WeightedAverage Rating

Points”AAA 1 1AA+ 2 2AA 3 3AA- 4 4A+ 5 5A 6 6A- 7 7BBB+ 8 8BBB 9 9BBB- 10 10BB+ 11 11BB 12 12BB- 13 13B+ 14 14B 15 15B- 16 16CCC+ 17 17CCC 18 18CCC- 19 19

third, “Weighted Average Rating Points” for each such Collateral(iii)Obligation shall be calculated by dividing “X” by “Y” where:

“X” shall equal the sum of each of the products obtained by multiplyingthe Rating Points of each such Collateral Obligation by the CollateralPrincipal Amount of such Collateral Obligation, and

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“Y” shall equal the Aggregate Principal Balance of all the CollateralObligations subject to the same Distressed Exchange Offer;

fourth, the “Weighted Average Rating Points” determined in accordance(iv)with sub-clause (d)(iii) above shall be rounded to the nearest whole number andconverted into an S&P Rating by matching the “Weighted Average Rating Points” ofsuch Collateral Obligation with the S&P Rating set forth in the table in sub-clause (d)(ii)above. The S&P Rating that matches the “Weighted Average Rating Points” for suchCollateral Obligations shall be the S&P Rating for each Collateral Obligation for whichan S&P Rating is required to be determined pursuant to this clause (d).

“S&P Rating Condition”: With respect to any action taken or to be taken by or on behalf of theIssuer, a condition that is satisfied if S&P has specifically confirmed in writing, including byelectronic messages, facsimile, press release, posting to its internet website, or other means thenconsidered industry standard and consistent with S&P’s practice at that time (or has waived thereview of such action by such means), to the Issuer, the Trustee and the Portfolio Manager thatno immediate withdrawal or reduction with respect to its then-current rating of any Class ofSecured Notes will occur as a result of such action; provided that:

the S&P Rating Condition will be deemed to be satisfied if no Class of(i)Secured Notes Outstanding is rated by S&P or

if S&P makes a public announcement or informs the Issuer, the Portfolio(ii)Manager or the Trustee in writing that (a) it believes that satisfaction of the S&P RatingCondition is not required with respect to an action or (b) its practice is not to give suchconfirmations, satisfaction of the S&P Rating Condition will not be required with respectto the applicable action.

“S&P Rating Failure”: The meaning specified in Section 7.17(d).

“S&P Recovery Amount”: With respect to any Collateral Obligation, an amount equal to theproduct of (i) the applicable S&P Recovery Rate and (ii) the Principal Balance of such CollateralObligation.

“S&P Recovery Rate”: With respect to a Collateral Obligation, the recovery rate determined inthe manner set forth in Section 1 of Schedule 5.

“S&P Weighted Average Recovery Rate”: As of any date of determination, the number,expressed as a percentage and determined for the Highest Ranking Class, obtained by summingthe products obtained by multiplying the outstanding Principal Balance of each CollateralObligation (excluding any Defaulted Obligation) by its corresponding recovery rate asdetermined in accordance with Section 1 of Schedule 5, dividing such sum by the AggregatePrincipal Balance of all Collateral Obligations (excluding any Defaulted Obligation), androunding to the nearest tenth of a percent.

“Sale”: The meaning specified in Section 5.17.

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“Scheduled Distribution”: With respect to any Pledged Obligation, for each Due Date, thescheduled payment of principal and/or interest due on such Due Date with respect to suchPledged Obligation, determined in accordance with the assumptions specified in Section 1.2.

“Second Lien Loan”: Any assignment of or Participation Interest in or other interest in a First-Lien Last-Out Loan or a loan that (i) is not (and that by its terms is not permitted tobecome) subordinate in right of payment to any other obligation of the obligor of the loan otherthan a Senior Secured Loan with respect to the liquidation of such obligor or the collateral forsuch loan and (ii) is secured by a valid second priority perfected security interest or lien to or onspecified collateral securing the obligor’s obligations under the loan, which security interest orlien is not subordinate to the security interest or lien securing any other debt for borrowed moneyother than a Senior Secured Loan on such specified collateral.

“Secured Noteholders”: The Noteholders of the Secured Notes.

“Secured Notes”: The Notes (other than the Subordinated Notes).

“Secured Parties”: The meaning specified in the Preliminary Statement of this Indenture.

“Securities Account Control Agreement”: An agreement dated as of the Closing Date among theIssuer, the Trustee and the Bank, as securities intermediary, as amended from time to time.

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

“Securities Intermediary”: The meaning specified in Section 8-102(a)(14) of the UCC.

“Securities Lending Agreement”: An agreement pursuant to which the Issuer agrees to loan anycounterparty one or more obligations.

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

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

“Senior Secured Loan”: Any assignment of, Participation Interest in or other interest in a loanthat (i) is secured by a first priority perfected security interest or lien on specified collateral(subject to customary exemptions for permitted liens, including, without limitation, any taxliens), (ii) has the most senior pre-petition priority (including pari passu with other obligationsof the obligor) in any bankruptcy, reorganization, arrangement, insolvency, moratorium orliquidation proceedings and (iii) by its terms is not permitted to become subordinate in right ofpayment to any other obligation of the obligor thereof.

“Senior Unsecured Loan”: Any assignment of or Participation Interest in or other interest in anunsecured loan that is not subordinated to any other unsecured indebtedness of the obligor.

“Similar Law”: Any federal, state, local, non-U.S. or other law or regulation that could cause theunderlying assets of the Issuer to be treated as assets of the investor in any Note (or any interest

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therein) by virtue of its interest and thereby subject the Issuer and the Portfolio Manager (orother Persons responsible for the investment and operation of the Issuer’s assets) to laws orregulations that are similar to the fiduciary responsibility or prohibited transaction provisions ofERISA or Section 4975 of the Code.

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

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

“Special Redemption Date”: (i) With respect to an Effective Date Special Redemption, the firstPayment Date (and all subsequent Payment Dates) following the Collection Period in which anotice is given pursuant to this Indenture and (ii) with respect to a Reinvestment SpecialRedemption, the Payment Date specified by the Portfolio Manager in accordance this Indenture.

“Specified Equity Securities”: The securities or interests resulting from the exercise of anoption, warrant, right of conversion, preemptive right, rights offering, credit bid or similar rightin connection with the workout or restructuring of a Collateral Obligation or an equity securityor interest received in connection with the workout or restructuring of a Collateral Obligation, ineach case to the extent such security or interest does not constitute Margin Stock [and the Portfolio Manager has determined (based on advice from counsel of nationally recognized standing) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Volcker Rule or such exercise and retention, in and of themselves, should not cause the Issuer to fail to qualify for the loan securitization exclusion under the Volcker Rule or result in the Issuer becoming a “covered fund” under the Volcker Rule].

“Specified Event”: With respect to any Collateral Obligation that is the subject of a creditestimate or is a private or confidential rating by S&P or Moody’s, the occurrence of any of thefollowing events:

any failure of the Obligor thereunder to pay interest on or principal of such(a)Collateral Obligation when due and payable;

the rescheduling of the payment of principal of or interest on such Collateral(b)Obligation or any other obligations for borrowed money of such Obligor;

the restructuring of any of the debt thereunder (including proposed debt);(c)

any significant sales or acquisitions of assets by the Obligor;(d)

the breach of any covenant of such Collateral Obligation or the reasonable(e)determination by the Portfolio Manager that there is a greater than 50% chance that a covenantwould be breached in the next six months;

the operating profit or cash flows of the Obligor being more than 20% lower than(f)the Obligor’s expected results;

USActive 40057459.140057459.7Annex A- 74

the reduction or increase in the Cash interest rate payable by the Obligor(g)thereunder (excluding any increase in an interest rate arising by operation of a default or penaltyinterest clause under a Collateral Obligation);

the extension of the Stated Maturity of such Collateral Obligation; or(h)

the addition of payment-in-kind terms.(i)

In addition, to the extent the Aggregate Principal Balance of all Collateral Obligations that havean S&P Rating determined in accordance with clause (c)(iv) of the definition of “S&P Rating”exceeds 10% of the Collateral Principal Amount, the Portfolio Manager will provide notice ofany Specified Event with respect to each Collateral Obligation that constitutes part of suchexcess; provided that in determining which Collateral Obligations will be included in suchexcess, the Collateral Obligations with the lowest Market Value expressed as a percentage willbe deemed to constitute such excess.

“Sponsor”: With respect to the Issuer, its “sponsor” under the Risk Retention Rules.Specified Percentage”: The percentage designated by the Portfolio Manager, which percentage shall not exceed such amount required under the Risk Retention Rules. For the avoidance of doubt, such percentage shall account for adjustments necessary, as determined by the Portfolio Manager, in consultation with the Issuer and the Trustee and based on considerations of applicable law and the policies and procedures of DTC, as a result of operational and procedural considerations related to DTC to ensure compliance with Risk Retention Rules.

“Specified Restructuring Obligation”: A DIP Collateral Obligation that is issued in a reorganization proceeding under Chapter 11 of the Bankruptcy Code of a Person that was an obligor on a Collateral Obligation held by the Issuer immediately prior to the commencement of such reorganization proceeding under Chapter 11 of the Bankruptcy Code.

“Standby Directed Investment”: The meaning specified in Section 10.6.

“Stated Maturity”: With respect to any security, the maturity date specified in such security orapplicable Underlying Instrument; and with respect to the Notes of any Class, the date specifiedas such in Section 2.3.

“Step-Down Obligation”: Any Collateral Obligation (other than a Libor Floor Obligation) theUnderlying Instruments of which contractually mandate decreases in coupon payments or spreadover time (in each case other than decreases that are conditioned upon an improvement in thecreditworthiness of the obligor or changes in a pricing grid or based on improvements infinancial ratios or other similar coupon or spread-reset features).

“Step-Up Obligation”: Any Collateral Obligation which provides for an increase, in the case ofa Collateral Obligation which bears interest at a fixed rate, in the per annum interest rate on suchCollateral Obligation or, in the case of a Collateral Obligation which bears interest at a floatingrate, in the spread over that applicable index or benchmark rate, solely as a function of thepassage of time.

USActive 40057459.140057459.7Annex A- 75

“Structured Finance Obligation”: Any obligation of a special purpose vehicle (other than theNotes or any other security or obligation issued by the Issuer) secured directly by, referenced to,or representing ownership of, a pool of receivables or other assets including collateralized debtobligations.

“Subordinated Management Fee”: The fee payable to the Portfolio Manager in arrears on eachPayment Date pursuant to Section 7.1 of the Portfolio Management Agreement and the Priorityof Payments, in an amount (as certified by the Portfolio Manager to the Trustee with a copy tothe Collateral Administrator) equal to 0.35[]% per annum (calculated on the basis of a360-day year and the actual number of days elapsed during the applicable Collection Period) ofthe Fee Basis Amount at the beginning of the Collection Period with respect to such PaymentDate.

“Subordinated Notes”: The subordinated notes issued pursuant to this Indenture and having thecharacteristics specified in Section 2.3.

“Subordinated Notes Regulatory Refinancing Redemption Price”: An amount equal to the outstanding principal amount of the Subordinated Note being redeemed multiplied by the price of the Subordinated Notes, as determined by the Portfolio Manager based upon the valuation provided by a recognized pricing service chosen by the Portfolio Manager in consultation with a Majority of the Subordinated Notes.

“Substitute Obligations”: The meaning specified in Section 12.2(d).

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

“Supermajority”: With respect to any Class of Notes, the Holders of at least 66-2/3% of theAggregate Outstanding Amount of the Notes of such Class.

“Supplemental Reserve Account”: The account described in Section 10.3(g).

“Swapped Non-Discount Obligation”: Any Collateral Obligation that would otherwise beconsidered a Discount Obligation, but that is purchased with the proceeds of a sale of aCollateral Obligation that was not a Discount Obligation at the time of its purchase, and will notbe considered a Discount Obligation so long as such purchased Collateral Obligation (a) ispurchased or committed to be purchased within 10 Business Days of such sale, (b) is purchasedat a price (as a percentage of par) equal to or greater than the sale price of the sold CollateralObligation, (c) is purchased at a purchase price not less than 65% of the Principal Balancethereof, and (d) has rating(s) equal to or greater than the rating(s) of the sold CollateralObligation; provided, that to the extent the Aggregate Principal Balance of SwappedNon-Discount Obligations purchased by the Issuer since the Closing Date exceeds 10.015.0% ofthe Collateral Principal Amount, such excess shall not constitute Swapped Non-DiscountObligations; provided, further, that such Collateral Obligation shall cease to be a SwappedNon-Discount Obligation at such time as the average Market Value of such CollateralObligation, for any period of 30 consecutive days since the acquisition by the Issuer of such

USActive 40057459.140057459.7Annex A- 76

Collateral Obligation, equals or exceeds 90% of the average price of the Principal Balance ofsuch Collateral Obligation.

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

“Tax”: Any present or future tax, levy, impost, duty, charge, assessment, deduction, withholdingor fee of any nature (including interest, penalties and additions thereto) that is imposed by anygovernment or other taxing authority, including under the terms of a voluntary agreementdescribed in Section 1471(b) of the Code, other than a stamp, registration, documentation orsimilar tax.

“Tax Advantaged Jurisdiction”: (a) One of the jurisdictions of the Bahamas, Bermuda, theBritish Virgin Islands, the Cayman Islands, the Channel Islands, Jersey, Singapore, Curaçao, Marshall Islands, Saint Maarten or the U.S. Virgin Islands so long as each such jurisdiction is rated at least “AA” by S&P and “Aa2” by Moody’s or (b) upon satisfaction of the Global RatingAgency Condition with respect to the treatment of another jurisdiction as a Tax AdvantagedJurisdiction, such other jurisdiction.

“Tax Asset”: Either a Taxed Asset or a Potential Tax Asset.

“Tax Event”: An event that shall occur on any date if on or prior to the next Payment Date (i)any Obligor is or, on the next scheduled payment date under any Collateral Obligation orEligible Investment, will be required to deduct or withhold from any payment to the Issuer for oron account of any tax for whatever reason and such obligor is not required to pay to the Issuersuch additional amount as is necessary to ensure that the net amount actually received by theIssuer (after payment of all taxes, whether assessed against such obligor or the Issuer) equals thefull amount that the Issuer would have received had no such taxes been imposed, (ii) anyjurisdiction imposes or will impose Tax on the Issuer, (iii) the Issuer is or will be required todeduct or withhold from any payment to any counterparty for or on account of any tax and theIssuer is obligated to make a gross up payment (or otherwise pay additional amounts) to thecounterparty, or (iv) a Hedge Counterparty is or will be required to deduct or withhold from anypayment under a Hedge Agreement for or on account of any tax for whatever reason and suchHedge Counterparty is not required to pay to the Issuer such additional amount as is necessary toensure that the net amount actually received by the Issuer (after payment of all taxes, whetherassessed against such Hedge Counterparty or the Issuer) will equal the full amount that the Issuerwould have received had no such taxes been imposed, and (x) the aggregate amount of such a taxor taxes imposed on the Issuer or withheld from payments to the Issuer and with respect to whichthe Issuer receives less than the full amount that the Issuer would have received had no suchdeduction occurred, orand of “gross up payments” required to be made by the Issuer (x) is inexcess of $1,000,000 during the Collection Period in which such event occurs or (y) theaggregate of all such amounts imposed, or and “gross up payment” requirements required to bemade by the Issuer, during any 12-month period is, in excess of $1,000,000.

“Tax Subsidiary”: The meaning specified in Section 7.16(l).

USActive 40057459.140057459.7Annex A- 77

“Taxed Asset”: An equity interest in a “partnership” (within the meaning of Section 7701(a)(2)of the Code), “grantor trust” (within the meaning of the Code) or entity that is disregarded asseparate from its owners for U.S. federal income tax purposes that is or may be engaged ordeemed to be engaged in a trade or business in the United States, in each case, received in aworkout of a Defaulted Obligation or otherwise acquired in connection with a workout of aCollateral Obligation.

“Third Party Credit Exposure”: As of any date of determination, the sum (without duplication)of the Principal Balance of each Collateral Obligation that consists of a Participation Interest.

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

S&P’s credit rating of Selling InstitutionAggregate

Percentage LimitIndividual

Percentage LimitAAA 20% 20%AA+ 10% 10%AA 10% 10%AA- 10% 10%A+ 5% 5%A 5% 5%

A- or below 0% 0%

provided that a Selling Institution having an S&P credit rating of “A” must also have ashort-term S&P rating of “A-1” otherwise its “Aggregate Percentage Limit” and “IndividualPercentage Limit” (as set forth above) shall be 0%.

“Transaction Documents”: The Indenture, the Portfolio Management Agreement, the CollateralAdministration Agreement, the Securities Account Control Agreement, the Purchase Agreement,the Administration Agreement and the Registered Office Agreement.

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

“Treasury”: means the United States Department of the Treasury.

“Trust Officer”: When used with respect to the Trustee, any officer within the Corporate TrustOffice (or any successor group of the Trustee) including any vice president, assistant vicepresident or officer of the Trustee customarily performing functions similar to those performedby the persons who at the time shall be such officers, respectively, or to whom any corporatetrust matter is referred at the Corporate Trust Office because of such person’s knowledge of andfamiliarity with the particular subject and in each case having direct responsibility for theadministration of this Indenture.

“Trustee”: As defined in the first sentence of this Indenture.

USActive 40057459.140057459.7Annex A- 78

“Trustee’s Website”: The meaning specified in Section 10.7(g).

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

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

“Underlying Instrument”: The indenture or other agreement pursuant to which a PledgedObligation has been issued or created and each other agreement that governs the terms of orsecures the obligations represented by such Pledged Obligation or of which the holders of suchPledged Obligation are the beneficiaries.

“Unpaid Class X Principal Amortization Amount”: For any Payment Date, the aggregate amount of all or any portion of the Class X Principal Amortization Amounts for any prior Payment Dates that were not paid on such prior Payment Dates.

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

“Unsalable Asset”: (a) (i) A Defaulted Obligation, (ii) an Equity Security, (iii) an obligationreceived in connection with an Offer, in a restructuring or plan of reorganization with respect tothe obligor, or (iv) any other exchange or any other security or debt obligation that is part of theAssets, in the case of (i), (ii) or (iii) in respect of which the Issuer has not received a payment inCash during the preceding 12 months or (b) any Pledged Obligation identified in the certificateof the Portfolio Manager as having a Market Value of less than $1,000, in each case of (a) and(b) with respect to which the Portfolio Manager certifies to the Trustee that (x) it has madecommercially reasonable efforts to dispose of such Pledged Obligation for at least 90 days and(y) in its commercially reasonable judgment such Pledged Obligation is not expected to besaleable for the foreseeable future.

“Unscheduled Principal Payments”: Any principal payments received with respect to aCollateral Obligation during and after the Reinvestment Period as a result of optionalredemptions, exchange offers, tender offers, consents or other payments or prepayments made atthe option of the issuer thereof.

“USA PATRIOT Act”: The Uniting and Strengthening America by Providing AppropriateTools Required to Intercept and Obstruct Terrorism Act of 2001, as amended.

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

“U.S. Person”: The meaning specified in Section 7701(a)(30) of the Code.

“U.S. person”: The meaning specified in Regulation S.

“Volcker Rule”: Section 619 of the Dodd-Frank Wall Street Reform and Consumer ProtectionAct and the related implementing regulations, as amended from time to time.

USActive 40057459.140057459.7Annex A- 79

“Weighted Average Fixed Coupon”: As of any Measurement Date, an amount equal to thenumber, expressed as a percentage, obtained by dividing:

in the case of each fixed rate Collateral Obligation (excluding any Deferrable(a)Obligation and any Partial Deferrable Obligation to the extent of any non-cash interest), thestated interest coupon on such Collateral Obligation times the Principal Balance of suchCollateral Obligation (excluding the unfunded portion of any Delayed Drawdown CollateralObligation or Revolving Collateral Obligation); by

an amount equal to the lesser of (i) the product of (A) the Reinvestment Target(b)Par Balance and (B) a fraction, the numerator of which is equal to the Aggregate PrincipalBalance of fixed rate Collateral Obligations and the denominator of which is equal to theAggregate Principal Balance of all Collateral Obligations as of such Measurement Date (in eachcase excluding (1) any Deferrable Obligation or Partial Deferrable Obligation to the extent ofany non-cash interest and (2) the unfunded portion of any Delayed Drawdown CollateralObligation or Revolving Collateral Obligation that are fixed rate Collateral Obligations) and (ii)the Aggregate Principal Balance of the fixed rate Collateral Obligations as of such MeasurementDate (excluding (1) any Deferrable Obligation or Partial Deferrable Obligation to the extent ofany non-cash interest and (2) the unfunded portion of any Delayed Drawdown CollateralObligation or Revolving Collateral Obligation that are fixed rate Collateral Obligations);

provided that in the case of each of the foregoing clauses (a) and (b), in calculating the WeightedAverage Fixed Coupon in respect of (1) any Step-Down Obligation, the coupon of suchCollateral Obligation shall be the lowest permissible coupon pursuant to the UnderlyingInstruments of the Obligor of such Step-Down Obligation and (2) any Step-Up Obligation, thecoupon of such Collateral Obligation shall be the current interest coupon pursuant to theUnderlying Instruments of the Obligor of such Step-Up Obligation; provided, further, that to theextent that the calculation above is insufficient to satisfy the Minimum Fixed Coupon Test, theExcess Weighted Average Floating Spread shall be added thereto; provided, further, that, forpurposes of the S&P CDO Monitor, clause (b)(i) above shall be deemed to be inapplicable andthe Weighted Average Fixed Coupon shall be determined on the basis of clause (b)(ii) aboveonly.

“Weighted Average Floating Spread”: As of any Measurement Date, a fraction (expressed as apercentage) obtained by (i) multiplying the Principal Balance of each floating rate CollateralObligation (plus, in the case of any Revolving Collateral Obligation or Delayed DrawdownCollateral Obligation, the unfunded portion of the commitment thereunder) held by the Issuer asof such Measurement Date by its Effective Spread, (ii) summing the amounts determinedpursuant to clause (i), (iii) dividing the sum determined pursuant to clause (ii) by the AggregatePrincipal Balance of all floating rate Collateral Obligations (plus the unfunded portions of allRevolving Collateral Obligations and Delayed Drawdown Collateral Obligations) held by theIssuer as of such Measurement Date, and (iv) if the result obtained in clause (iii) is less than theminimum percentage necessary to pass the Minimum Floating Spread Test, adding to such sumthe amount of the Excess Weighted Average Fixed Coupon, if any, as of such MeasurementDate; provided, that Defaulted Obligations shall not be included in the calculation of theWeighted Average Floating Spread; provided, further, that in the case of calculating the

USActive 40057459.140057459.7Annex A- 80

Weighted Average Floating Spread in respect of (1) any Step-Down Obligation, the EffectiveSpread of such Collateral Obligation shall be the lowest permissible spread pursuant to theUnderlying Instruments of the Obligor of such Step-Down Obligation and (2) any Step-UpObligation, the Effective Spread of such Collateral Obligation shall be the current spreadpursuant to the Underlying Instruments of the Obligor of such Step-Up Obligation.

“Weighted Average Life”: On any Measurement Date with respect to any Collateral Obligation(other than any Defaulted Obligation), the number obtained by (i) summing the productsobtained by multiplying (a) the Average Life at such time of each such Collateral Obligation by(b) the Principal Balance of such Collateral Obligation and (ii) dividing such sum by theAggregate Principal Balance at such time of all Collateral Obligations (excluding any DefaultedObligation).

“Weighted Average Life Test”: A test that will be satisfied on any date of determination if theWeighted Average Life of the Collateral Obligations as of such date is less than or equal to (i)the S&P/Moody’s Selected Maximum Average Life less (ii) the number of full quarters elapsedsince the Closing Date (for the avoidance of doubt, quarter shall mean 0.25 of a year).

“Zero-Coupon Obligation”: Any Collateral Obligation that at the time of purchase does not byits terms provide for the payment of cash interest; provided that if, after such purchase suchCollateral Obligation provides for the payment of cash interest, it shall cease to be aZero-Coupon Obligation.

USActive 40057459.140057459.7Annex A- 81

SCHEDULE 1

MOODY’S INDUSTRY CLASSIFICATION GROUP LIST

1 Aerospace & Defense2 Automotive3 Banking, Finance, Insurance & Real Estate4 Beverage, Food & Tobacco5 Capital Equipment6 Chemicals, Plastics & Rubber7 Construction & Building8 Consumer goods: Durable9 Consumer goods: Non-durable10 Containers, Packaging & Glass11 Energy: Electricity12 Energy: Oil & Gas13 Environmental Industries14 Forest Products & Paper15 Healthcare & Pharmaceuticals16 High Tech Industries17 Hotel, Gaming & Leisure18 Media: Advertising, Printing & Publishing19 Media: Broadcasting & Subscription20 Media: Diversified & Production21 Metals & Mining22 Retail23 Services: Business24 Services: Consumer25 Sovereign & Public Finance26 Telecommunications27 Transportation: Cargo28 Transportation: Consumer29 Utilities: Electric30 Utilities: Oil & Gas31 Utilities: Water32 Wholesale

USActive 40057459.140057459.7Sch. 1- 1

SCHEDULE 2

S&P INDUSTRY CLASSIFICATIONS

Industry Code Description

Industry Code Description

0 Zero Default Risk 39 Utilities1 Aerospace & Defense 40 Mortgage REITs2 Air transport 41 Equity REITs and REOCs3 Automotive 43 Life Insurance4 Beverage & Tobacco 44 Health Insurance5 Radio & Television 45 Property & Casualty Insurance7 Building & Development 46 Diversified Insurance8 Business equipment & services 50 CDO of corporate9 Cable & satellite television 50A CDO of ABS10 Chemicals & plastics 50B CDO of EM11 Clothing/textiles 50C CRE CDO/Re-Remics12 Conglomerates 50Y Affected CDOs13 Containers & glass products 50Z Reserved CDO14 Cosmetics/toiletries 51 ABS Consumer15 Drugs 52 ABS Commercial16 Ecological services & equipment 53 CMBS Diversified (Conduit and CTL)17 Electronics/electrical 53A Commercial Real Estate Interests18 Equipment leasing 54 CMBS (Large Loan, Single Borrower, and

Single Property)19 Farming/agriculture20 Financial Intermediaries 56 RMBS A21 Food/drug retailers 57 RMBS B&C, HELs, HELOCs, and Tax Lien22 Food products 58 Manufactured Housing23 Food service 59 U.S. Agency (Explicitly Guaranteed)24 Forest products 60 Monoline/FER Guaranteed25 Health care 61 Non-FER Company Guaranteed26 Home furnishings 62 FFELP Student Loans (Over 70% FFELP)27 Lodging & casinos 63 CLO of SME’s28 Industrial equipment 70 Prime RMBS affected collateral

Leisure 71 Alt-A RMBS affected collateral30 goods/activities/movies 72 Subprime, home equity loan, and tax- lien

RMBS affected collateral31 Nonferrous metals/minerals32 Oil & gas33 Publishing34 Rail industries35 Retailers (except food & drug)36 Steel37 Surface transport38 Telecommunications

Asset Type Code Asset Type Description1020000 Energy Equipment & Services1030000 Oil, Gas & Consumable Fuels1033403 Mortgage REITs

USActive 40057459.140057459.7Sch. 2- 1

Asset Type Code Asset Type Description2020000 Chemicals2030000 Construction Materials2040000 Containers & Packaging2050000 Metals & Mining2060000 Paper & Forest Products3020000 Aerospace & Defense3030000 Building Products3040000 Construction & Engineering3050000 Electrical Equipment3060000 Industrial Conglomerates3070000 Machinery3080000 Trading Companies & Distributors3110000 Commercial Services & Supplies9612010 Professional Services3210000 Air Freight & Logistics3220000 Airlines3230000 Marine3240000 Road & Rail3250000 Transportation Infrastructure4011000 Auto Components4020000 Automobiles4110000 Household Durables4120000 Leisure Products4130000 Textiles, Apparel & Luxury Goods4210000 Hotels, Restaurants & Leisure9551701 Diversified Consumer Services4310000 Media4410000 Distributors4420000 Internet and Catalog Retail4430000 Multiline Retail4440000 Specialty Retail5020000 Food & Staples Retailing5110000 Beverages5120000 Food Products5130000 Tobacco5210000 Household Products5220000 Personal Products6020000 Health Care Equipment & Supplies6030000 Health Care Providers & Services9551729 Health Care Technology6110000 Biotechnology6120000 Pharmaceuticals9551727 Life Sciences Tools & Services7011000 Banks

USActive 40057459.140057459.7- 2-

Asset Type Code Asset Type Description7020000 Thrifts & Mortgage Finance7110000 Diversified Financial Services7120000 Consumer Finance7130000 Capital Markets7210000 Insurance7310000 Real Estate Management & Development7311000 Real Estate Investment Trusts (REITs)8020000 Internet Software & Services8030000 IT Services8040000 Software8110000 Communications Equipment8120000 Technology Hardware, Storage & Peripherals8130000 Electronic Equipment, Instruments & Components8210000 Semiconductors & Semiconductor Equipment9020000 Diversified Telecommunication Services9030000 Wireless Telecommunication Services95200009530000

Electric UtilitiesGas Utilities

9540000 Multi-Utilities9550000 Water Utilities9551702 Independent Power and Renewable Electricity ProducersPF1 Project finance: Industrial equipmentPF2 Project finance: Leisure and gamingPF3 Project finance: Natural resources and miningPF4 Project finance: Oil and gasPF5 Project finance: PowerPF6 Project finance: Public finance and real estatePF7 Project finance: TelecommunicationsPF8 Project finance: Transport

USActive 40057459.140057459.7- 3-

SCHEDULE 3

DIVERSITY SCORE CALCULATION

The Diversity Score is calculated as follows:

An “Issuer Par Amount” is calculated for each issuer of a Collateral1.Obligation, and is equal to the Aggregate Principal Balance of all the Collateral Obligationsissued by that issuer and all affiliates.

An “Average Par Amount” is calculated by summing the Issuer Par2.Amounts for all issuers, and dividing by the number of issuers.

An “Equivalent Unit Score” is calculated for each issuer, and is equal to3.the lesser of (x) one and (y) the Issuer Par Amount for such issuer divided by the Average ParAmount.

An “Aggregate Industry Equivalent Unit Score” is then calculated for each4.of the Moody’s industry classification groups, shown on Schedule 1, and is equal to the sum ofthe Equivalent Unit Scores for each issuer in such industry classification group.

An “Industry Diversity Score” is then established for each Moody’s5.industry classification group, shown on Schedule 1, by reference to the following table for therelated Aggregate Industry Equivalent Unit Score; provided, that if any Aggregate IndustryEquivalent Unit Score falls between any two such scores, the applicable Industry Diversity Scoreshall be the lower of the two Industry Diversity Scores:

AggregateIndustry

EquivalentUnit Score

IndustryDiversity

Score

AggregateIndustry


IndustryDiversity

Score

AggregateIndustry


IndustryDiversity

Score

AggregateIndustry


IndustryDiversity

Score

0.0000 0.0000 5.0500 2.7000 10.1500 4.0200 15.2500 4.53000.0500 0.1000 5.1500 2.7333 10.2500 4.0300 15.3500 4.54000.1500 0.2000 5.2500 2.7667 10.3500 4.0400 15.4500 4.55000.2500 0.3000 5.3500 2.8000 10.4500 4.0500 15.5500 4.56000.3500 0.4000 5.4500 2.8333 10.5500 4.0600 15.6500 4.57000.4500 0.5000 5.5500 2.8667 10.6500 4.0700 15.7500 4.58000.5500 0.6000 5.6500 2.9000 10.7500 4.0800 15.8500 4.59000.6500 0.7000 5.7500 2.9333 10.8500 4.0900 15.9500 4.60000.7500 0.8000 5.8500 2.9667 10.9500 4.1000 16.0500 4.61000.8500 0.9000 5.9500 3.0000 11.0500 4.1100 16.1500 4.62000.9500 1.0000 6.0500 3.0250 11.1500 4.1200 16.2500 4.63001.0500 1.0500 6.1500 3.0500 11.2500 4.1300 16.3500 4.64001.1500 1.1000 6.2500 3.0750 11.3500 4.1400 16.4500 4.65001.2500 1.1500 6.3500 3.1000 11.4500 4.1500 16.5500 4.66001.3500 1.2000 6.4500 3.1250 11.5500 4.1600 16.6500 4.67001.4500 1.2500 6.5500 3.1500 11.6500 4.1700 16.7500 4.68001.5500 1.3000 6.6500 3.1750 11.7500 4.1800 16.8500 4.69001.6500 1.3500 6.7500 3.2000 11.8500 4.1900 16.9500 4.7000

USActive 40057459.140057459.7Sch. 3- 1

AggregateIndustry


IndustryDiversity

Score

AggregateIndustry


IndustryDiversity

Score

AggregateIndustry


IndustryDiversity

Score

AggregateIndustry


IndustryDiversity

Score

1.7500 1.4000 6.8500 3.2250 11.9500 4.2000 17.0500 4.71001.8500 1.4500 6.9500 3.2500 12.0500 4.2100 17.1500 4.72001.9500 1.5000 7.0500 3.2750 12.1500 4.2200 17.2500 4.73002.0500 1.5500 7.1500 3.3000 12.2500 4.2300 17.3500 4.74002.1500 1.6000 7.2500 3.3250 12.3500 4.2400 17.4500 4.75002.2500 1.6500 7.3500 3.3500 12.4500 4.2500 17.5500 4.76002.3500 1.7000 7.4500 3.3750 12.5500 4.2600 17.6500 4.77002.4500 1.7500 7.5500 3.4000 12.6500 4.2700 17.7500 4.78002.5500 1.8000 7.6500 3.4250 12.7500 4.2800 17.8500 4.79002.6500 1.8500 7.7500 3.4500 12.8500 4.2900 17.9500 4.80002.7500 1.9000 7.8500 3.4750 12.9500 4.3000 18.0500 4.81002.8500 1.9500 7.9500 3.5000 13.0500 4.3100 18.1500 4.82002.9500 2.0000 8.0500 3.5250 13.1500 4.3200 18.2500 4.83003.0500 2.0333 8.1500 3.5500 13.2500 4.3300 18.3500 4.84003.1500 2.0667 8.2500 3.5750 13.3500 4.3400 18.4500 4.85003.2500 2.1000 8.3500 3.6000 13.4500 4.3500 18.5500 4.86003.3500 2.1333 8.4500 3.6250 13.5500 4.3600 18.6500 4.87003.4500 2.1667 8.5500 3.6500 13.6500 4.3700 18.7500 4.88003.5500 2.2000 8.6500 3.6750 13.7500 4.3800 18.8500 4.89003.6500 2.2333 8.7500 3.7000 13.8500 4.3900 18.9500 4.90003.7500 2.2667 8.8500 3.7250 13.9500 4.4000 19.0500 4.91003.8500 2.3000 8.9500 3.7500 14.0500 4.4100 19.1500 4.92003.9500 2.3333 9.0500 3.7750 14.1500 4.4200 19.2500 4.93004.0500 2.3667 9.1500 3.8000 14.2500 4.4300 19.3500 4.94004.1500 2.4000 9.2500 3.8250 14.3500 4.4400 19.4500 4.95004.2500 2.4333 9.3500 3.8500 14.4500 4.4500 19.5500 4.96004.3500 2.4667 9.4500 3.8750 14.5500 4.4600 19.6500 4.97004.4500 2.5000 9.5500 3.9000 14.6500 4.4700 19.7500 4.98004.5500 2.5333 9.6500 3.9250 14.7500 4.4800 19.8500 4.99004.6500 2.5667 9.7500 3.9500 14.8500 4.4900 19.9500 5.00004.7500 2.6000 9.8500 3.9750 14.9500 4.50004.8500 2.6333 9.9500 4.0000 15.0500 4.51004.9500 2.6667 10.0500 4.0100 15.1500 4.5200

The Diversity Score is then calculated by summing each of the Industry6.Diversity Scores for each Moody’s industry classification group shown on Schedule 1.

For purposes of calculating the Diversity Score, affiliated issuers in the same industry aredeemed to be a single issuer except as otherwise agreed to by Moody’s and collateralized loanobligations shall not be included.

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SCHEDULE 4

MOODY’S RATING DEFINITIONS

MOODY’S DEFAULT PROBABILITY RATING

With respect to a Collateral Obligation, if the obligor of such Collateral(a)Obligation has a CFR, then such CFR;

With respect to a Collateral Obligation if not determined pursuant to clause (a)(b)above, if the obligor of such Collateral Obligation has one or more senior unsecured obligationswith an Assigned Moody’s Rating, then the Assigned Moody’s Rating on any such obligation asselected by the Portfolio Manager in its sole discretion;

With respect to a Collateral Obligation if not determined pursuant to clauses (a)(c)or (b) above, if the obligor of such Collateral Obligation has one or more senior securedobligations with an Assigned Moody’s Rating, then the Moody’s rating that is one subcategorylower than the Assigned Moody’s Rating on any such senior secured obligation as selected bythe Portfolio Manager in its sole discretion;

With respect to a Collateral Obligation if not determined pursuant to clauses (a),(d)(b) or (c) above, if a rating estimate has been assigned to such Collateral Obligation by Moody’supon the request of the Issuer, the Portfolio Manager or an Affiliate of the Portfolio Manager,then the Moody’s Default Probability Rating is such rating estimate as long as such ratingestimate or a renewal for such rating estimate has been issued or provided by Moody’s in eachcase within the 15 month period preceding the date on which the Moody’s Default ProbabilityRating is being determined; provided that if such rating estimate has been issued or provided byMoody’s for a period (x) longer than 13 months but not beyond 15 months, the Moody’s DefaultProbability Rating will be one subcategory lower than such rating estimate and (y) beyond 15months, the Moody’s Default Probability Rating will be deemed to be “Caa3”;

If such Collateral Obligation is a DIP Collateral Obligation, the Moody’s Derived(e)Rating set forth in clause (a) in the definition thereof;

With respect to a Collateral Obligation if not determined pursuant to any of(f)clauses (a) through (e) above and at the election of the Portfolio Manager, the Moody’s DerivedRating; and

With respect to a Collateral Obligation if not determined pursuant to any of(g)clauses (a) through (f) above, the Collateral Obligation will be deemed to have a Moody’sDefault Probability Rating of “Caa3.”

USActive 40057459.140057459.7Sch. 4- 1

MOODY’S RATING

With respect to a Collateral Obligation that is a Senior Secured Loan:(a)

if such Collateral Obligation has an Assigned Moody’s Rating,(A)such Assigned Moody’s Rating;

if such Collateral Obligation does not have an Assigned Moody’s(B)Rating but the obligor of such Collateral Obligation has a CFR, then the Moody’srating that is one subcategory higher than such CFR;

if neither clause (A) nor (B) above apply, if such Collateral(C)Obligation does not have an Assigned Moody’s Rating but the obligor of suchCollateral Obligation has one or more senior unsecured obligations with anAssigned Moody’s Rating, then the Moody’s rating that is two subcategorieshigher than the Assigned Moody’s Rating on any such obligation as selected bythe Portfolio Manager in its sole discretion;

if none of clauses (A) through (C) above apply, at the election of(D)the Portfolio Manager, the Moody’s Derived Rating; and

if none of clauses (A) through (D) above apply, the Collateral(E)Obligation will be deemed to have a Moody’s Rating of “Caa3”; and

With respect to a Collateral Obligation other than a Senior Secured Loan:(b)

if such Collateral Obligation has an Assigned Moody’s Rating,(A)such Assigned Moody’s Rating;

if such Collateral Obligation does not have an Assigned Moody’s(B)Rating but the obligor of such Collateral Obligation has one or more seniorunsecured obligations with an Assigned Moody’s Rating, then the AssignedMoody’s Rating on any such obligation as selected by the Portfolio Manager inits sole discretion;

if neither clause (A) nor (B) above apply, if such Collateral(C)Obligation does not have an Assigned Moody’s Rating but the obligor of suchCollateral Obligation has a CFR, then the Moody’s rating that is one subcategorylower than such CFR;

if none of clauses (A), (B) or (C) above apply, if such Collateral(D)Obligation does not have an Assigned Moody’s Rating but the obligor of suchCollateral Obligation has one or more subordinated debt obligations with anAssigned Moody’s Rating, then the Moody’s rating that is one subcategory higherthan the Assigned Moody’s Rating on any such obligation as selected by thePortfolio Manager in its sole discretion;

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if none of clauses (A) through (D) above apply, at the election of(E)the Portfolio Manager, the Moody’s Derived Rating; and

if none of clauses (A) through (E) above apply, the Collateral(F)Obligation will be deemed to have a Moody’s Rating of “Caa3”.

MOODY’S DERIVED RATING

With respect to a Collateral Obligation whose Moody’s Rating or Moody’sDefault Probability Rating is determined as the Moody’s Derived Rating, the rating asdetermined in the manner set forth below:

With respect to any DIP Collateral Obligation, the Moody’s Rating or(a)Moody’s Default Probability Rating of such Collateral Obligation shall be the rating which isone subcategory below the facility rating (whether public or private) of such DIP CollateralObligation rated by Moody’s.

If not determined pursuant to clause (a) above, then by using any one of(b)the methods provided below:

pursuant to the table below:(A)

Type of CollateralObligation

S&P Rating (Publicand Monitored)

Collateral ObligationRated by S&P

Number of SubcategoriesRelative to Moody’s

Equivalent of S&P RatingNot Structured FinanceObligation

≥ “BBB-” Not a loan or ParticipationInterest in loan

-1

Not Structured FinanceObligation

≤ “BB+” Not a loan or ParticipationInterest in loan

-2

Not Structured FinanceObligation

loan or Participation Interest in loan

loan or Participation Interest in loan

2-

In the event, the Collateral Obligation does not have an S&P(B)rating, but another security or obligation of the obligor is publicly rated by S&P:

Obligation Categoryof Rated Obligation

Number of Subcategories Relativeto Rated Obligation Rating

Senior secured obligation -1Unsecured obligation 0Subordinated obligation +1

or

if such Collateral Obligation is a DIP Collateral Obligation, no(C)Moody’s Derived Rating may be determined based on a rating by S&P or anyother rating agency;

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provided, that the Aggregate Principal Balance of the Collateral Obligations thatmay have a Moody’s Rating derived from an S&P Rating as set forth insub-clauses (A) or (B) of this clause (b) may not exceed 15% of the CollateralPrincipal Amount.

If not determined pursuant to clauses (a) or (b) above and such Collateral(c)Obligation is not rated by Moody’s or S&P and no other security or obligation of the issuer ofsuch Collateral Obligation is rated by Moody’s or S&P, and if Moody’s has been requested bythe Issuer, the Portfolio Manager or the issuer of such Collateral Obligation to assign a rating orrating estimate with respect to such Collateral Obligation but such rating or rating estimate hasnot been received, pending receipt of such estimate, the Moody’s Derived Rating of suchCollateral Obligation for purposes of the definitions of Moody’s Rating or Moody’s DefaultProbability Rating shall be (i) “B3” if the Portfolio Manager certifies to the Trustee and theCollateral Administrator that the Portfolio Manager believes that such estimate shall be at least“B3” and if the Aggregate Principal Balance of Collateral Obligations determined pursuant tothis clause (c)(i) and clause (a) above does not exceed 5% of the Collateral Principal Amount or(ii) otherwise, “Caa1.”

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SCHEDULE 5

S&P RECOVERY RATE TABLES

For purpose of this Schedule 5:

“Group A” means Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, Netherlands, Norway, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.

“Group B” means Brazil, Dubai International Finance Centre, Greece, Italy, Mexico, South Africa, Turkey and the United Arab Emirates.

“Group C” means Kazakhstan, Russian Federation, Ukraine and others not included in Group A or Group B.

Section 1.

1. If a Collateral Obligation has an S&P Asset Specific Recovery Rating, theS&P Recovery Rate for such Collateral Obligation shall be the applicable percentage set forth inTable 1 below, based on such S&P Asset Specific Recovery Rating and the applicable Class ofNote:

Table 1: S&P Recovery Rates for Collateral Obligations with S&P Asset Specific Recovery Ratings*

AssetSpecific

RecoveryRange ofRecovery

S&P RecoveryRate for Secured

Notes rated“AAA”

S&P RecoveryRate for SecuredNotes rated “AA”


Notes rated“A”


Notes rated“BBB”

S&P RecoveryRate for SecuredNotes rated “BB”

S&P RecoveryRate for SecuredNotes rated “B”

and “CCC”

Rates Rates** (%) (%) (%) (%) (%) (%)

1+ 100 75 85 88 90 92 951 90-10099 65 75 80 85 90 952 80-9089 60 70 75 81 86 90892 70-80 or not

published7950 60 66 73 79 8079

3 60-7069 40 50 56 63 67 70693 50-60 or not

published5930 40 46 53 59 6059

4 40-50 27 35 42 46 48 50494 30-40 or not

published4920 26 33 39 4039 4039

5 20-3039 15 20 24 26 28 30295 10-20 or not

published195 10 15 2019 2019 2019

6 0-109 2 4 6 8 109 109

* The S&P Recovery Rate will be the applicable rate set forth above based on the Highest Ranking Class and therating thereof as of the ClosingRefinancing Date.

** From S&P’s published reports. If a recovery range is not available for a given loan with a recovery rating of ‘2’ through ‘5’, the lower range for the applicable recovery rating should be assumed.

2. If a Collateral Obligation is senior unsecured debt or subordinate debt anddoes not have an S&P Asset Specific Recovery Rating but the same issuer has other debt

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obligations that rank senior, the S&P Recovery Rate for such Collateral Obligation shall be theapplicable percentage set forth in Tables 2 and 3 below:

Table 2: Recovery Rates for Senior Unsecured Assets Junior to Assets with Recovery Ratings*

For Collateral Obligations Domiciled in Group A:

Senior Asset

S&P RecoveryRate for

Secured Notesrated “AAA”


Secured Notesrated “AA”


Secured Notesrated “A”


Secured Notesrated “BBB”


Secured Notesrated “BB”


Secured Notesrated “B” and

“CCC”

Recovery Rate (%) (%) (%) (%) (%) (%)

Group 11+ 18 20 23 26 29 311 18 20 23 26 29 312 18 20 23 26 29 313 12 15 18 21 22 234 5 8 11 13 14 155 2 4 6 8 9 106 --0 --0 --0 --0 --0 --0Group 21+ 16 18 21 24 27 291 16 18 21 24 27 292 16 18 21 24 27 293 10 13 15 18 19 204 5 5 5 5 5 55 2 2 2 2 2 26 -- -- -- -- -- --Group 31+ 13 16 18 21 23 251 13 16 18 21 23 252 13 16 18 21 23 253 8 11 13 15 16 174 5 5 5 5 5 55 2 2 2 2 2 26 -- -- -- -- -- --

For Collateral Obligations Domiciled in Group B:

Senior Asset

S&P Recovery Rate for

Secured Notes rated “AAA”


Secured Notes rated “AA”


Secured Notes rated “A”


Secured Notes rated “BBB”


Secured Notes rated “BB”


Secured Notes rated “B” and

“CCC”

Recovery Rate (%) (%) (%) (%) (%) (%)

1+ 13 16 18 21 23 251 13 16 18 21 23 252 13 16 18 21 23 253 8 11 13 15 16 174 5 5 5 5 5 55 2 2 2 2 2 26 0 0 0 0 0 0

For Collateral Obligations Domiciled in Group C:

Senior Asset













“CCC”

Recovery Rate (%) (%) (%) (%) (%) (%)

1+ 10 12 14 16 18 201 10 12 14 16 18 202 10 12 14 16 18 203 5 7 9 10 11 124 2 2 2 2 2 25 0 0 0 0 0 0

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6 0 0 0 0 0 0


Table 3: Recovery Rates for Subordinated Assets Junior to Assets with Recovery Ratings*

For Collateral Obligations Domiciled in Groups A and B:

Senior AssetRecovery Rate













“CCC”

1+ 8 8 8 8 8 81 8 8 8 8 8 82 8 8 8 8 8 83 5 5 5 5 5 54 2 2 2 2 2 25 --0 --0 --0 --0 --0 --06 --0 --0 --0 --0 --0 --0

For Collateral Obligations Domiciled in Group C:

Senior Asset Recovery Rate













“CCC”

1+ 5 5 5 5 5 51 5 5 5 5 5 52 5 5 5 5 5 53 2 2 2 2 2 24 0 0 0 0 0 05 0 0 0 0 0 06 0 0 0 0 0 0


3. In all other cases, as applicable, based on the applicable Class ofNoteNotes, the S&P Recovery Rate for such Collateral Obligation shall be the applicablepercentage set forth in Table 4 below:

Table 4 below):Table 4: Tiered Corporate Recovery Rates (by Asset Class and Class of Notes)*

Priority Category Initial Liability Rating













“CCC”

Senior secured first-lienSecured Loans (%)**Group 1A 50 55 59 63 75 79Group 2B 4539 4942 5346 5849 7060 7463

Group 3 39 42 46 49 60 63Group 4C 17 19 27 29 31 34Senior secured cov-lite loansCov-Lite Loans / senior secured bonds (%)Group 1A 41 46 49 53 63 67Group 2B 3732 4135 4439 4941 5950 6253

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Priority Category Initial Liability Rating













“CCC”

Group 3 32 35 39 41 50 53Group 4C 17 19 27 29 31 34Mezzanine/ second-lien / seniorunsecured loanssecured notes / Second Lien Loans / First-LienLast-Out Loans / Senior Unsecured Loans / senior unsecured bonds (%)***Group 1A 18 20 23 26 29 31Group 2B 1613 1816 2118 2421 2723 2925

Group 3 13 16 18 21 23 25Group 4C 10 12 14 16 18 20Subordinated loans / subordinated bonds (%)Group 1A 8 8 8 8 8 8Group 2B 108 108 108 108 108 108Group 3C 95 95 95 95 95 95

Group 4 5 5 5 5 5 5Synthetic Securities **** **** **** **** **** ****

Group 1: Hong Kong, Norway, Singapore, Sweden, U.K., Ireland, Finland, Denmark, Netherlands, Australia, and New Zealand

Group 2: Belgium, Germany, Austria, Portugal, Luxembourg, South Africa, Switzerland, Canada, Israel, Japan and United StatesGroup 3: France, Italy, Greece, South Korea, Taiwan, Brazil, Mexico, Spain, Turkey and United Arab EmiratesGroup 4: Kazakhstan, Russia, Ukraine and others not included in Group 1, Group 2 or Group 3

* The S&P Recovery Rate shall be the applicable rate set forth above based on the Highest Ranking Class andthe rating thereof as of the ClosingRefinancing Date.

** Solely for the purpose of determining the S&P Recovery Rate for such loan, no loan shallwill constitute a“Senior Secured Loan” unless such loan (a) is secured by a valid first priority security interest in collateral and, (b) in the Portfolio Manager’s commercially reasonable judgment (with such determination being madein good faith by the Portfolio Manager at the time of such loan’s purchase and based upon informationreasonably available to the Portfolio Manager at such time and without any requirement of additionalinvestigation beyond the Portfolio Manager’s customary credit review procedures), is secured by specifiedcollateral that has a value not less than an amount equal to the sum of (i) the aggregate principalamountbalance of all loans senior or pari passu to such loans and (ii) the outstanding principal balance ofsuch loan, which value may be derived from, among other things, the enterprise value of the issuer of suchloan, excluding any loan secured primarily or solely by equity or goodwill (provided that the terms of thisfootnote may be amended or revised at any time by a written agreement of the Issuer, the Portfolio Managerand the Trustee (without the consent of any Holderholder of any Note), subject to the satisfaction of the S&PRating Condition, in order to conform to S&P then- current criteria for such loans) and (c) is not a First-Lien Last-Out Loan.

*** Solely for the purpose of determining the S&P Recovery Rate for such loan, the Aggregate Principal Balance of all Senior Unsecured Loans, First-Lien Last-Out Loans and Second Lien Loans that, in the aggregate, represent up to 15% of the Collateral Principal Amount shall have the S&P Recovery Rate specified for Senior Unsecured Loans, First-Lien Last-Out Loans and Second Lien Loans in the table above and the Aggregate Principal Balance of all Senior Unsecured Loans, First-Lien Last-Out Loans and Second Lien Loans in excess of 15% of the Collateral Principal Amount shall have the S&P Recovery Rate specified for Subordinated Loans in the table above.SOLELY FOR THE PURPOSE OF DETERMINING THE S&P RECOVERY RATE FOR SUCH LOAN, THE AGGREGATE PRINCIPAL BALANCE OF ALL SENIOR

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UNSECURED LOANS AND SECOND LIEN LOANS THAT, IN THE AGGREGATE, REPRESENT UP TO 15% OF THE COLLATERAL PRINCIPAL AMOUNT SHALL HAVE THE S&P RECOVERY RATE SPECIFIED FOR SENIOR UNSECURED LOANS AND SECOND LIEN LOANS IN THE TABLE ABOVE AND THE AGGREGATE PRINCIPAL BALANCE OF ALL SENIOR UNSECURED LOANS AND SECOND LIEN LOANS IN EXCESS OF 15% OF THE COLLATERAL PRINCIPAL AMOUNT SHALL HAVE THE S&P RECOVERY RATE SPECIFIED FOR SUBORDINATED LOANS IN THE TABLE ABOVE.

**** As determined by S&P on a case by case basis.

Section 2. S&P CDO Monitor

Table 1

Class A-1 Notes

Class A-2 Notes Class B Notes Class C Notes Class D Notes Class E Notes

Case S&P Recovery Rate1 52.50% 61.00% 66.00% 71.25% 77.50% 81.00%2 52.40% 60.90% 65.90% 71.15% 77.40% 80.90%3 52.30% 60.80% 65.80% 71.05% 77.30% 80.80%4 52.20% 60.70% 65.70% 70.95% 77.20% 80.70%5 52.10% 60.60% 65.60% 70.85% 77.10% 80.60%6 52.00% 60.50% 65.50% 70.75% 77.00% 80.50%7 51.90% 60.40% 65.40% 70.65% 76.90% 80.40%8 51.80% 60.30% 65.30% 70.55% 76.80% 80.30%9 51.70% 60.20% 65.20% 70.45% 76.70% 80.20%10 51.60% 60.10% 65.10% 70.35% 76.60% 80.10%11 51.50% 60.00% 65.00% 70.25% 76.50% 80.00%12 51.40% 59.90% 64.90% 70.15% 76.40% 79.90%13 51.30% 59.80% 64.80% 70.05% 76.30% 79.80%14 51.20% 59.70% 64.70% 69.95% 76.20% 79.70%15 51.10% 59.60% 64.60% 69.85% 76.10% 79.60%16 51.00% 59.50% 64.50% 69.75% 76.00% 79.50%17 50.90% 59.40% 64.40% 69.65% 75.90% 79.40%18 50.80% 59.30% 64.30% 69.55% 75.80% 79.30%19 50.70% 59.20% 64.20% 69.45% 75.70% 79.20%20 50.60% 59.10% 64.10% 69.35% 75.60% 79.10%21 50.50% 59.00% 64.00% 69.25% 75.50% 79.00%22 50.40% 58.90% 63.90% 69.15% 75.40% 78.90%23 50.30% 58.80% 63.80% 69.05% 75.30% 78.80%24 50.20% 58.70% 63.70% 68.95% 75.20% 78.70%25 50.10% 58.60% 63.60% 68.85% 75.10% 78.60%26 50.00% 58.50% 63.50% 68.75% 75.00% 78.50%27 49.90% 58.40% 63.40% 68.65% 74.90% 78.40%28 49.80% 58.30% 63.30% 68.55% 74.80% 78.30%29 49.70% 58.20% 63.20% 68.45% 74.70% 78.20%30 49.60% 58.10% 63.10% 68.35% 74.60% 78.10%31 49.50% 58.00% 63.00% 68.25% 74.50% 78.00%32 49.40% 57.90% 62.90% 68.15% 74.40% 77.90%33 49.30% 57.80% 62.80% 68.05% 74.30% 77.80%34 49.20% 57.70% 62.70% 67.95% 74.20% 77.70%35 49.10% 57.60% 62.60% 67.85% 74.10% 77.60%36 49.00% 57.50% 62.50% 67.75% 74.00% 77.50%37 48.90% 57.40% 62.40% 67.65% 73.90% 77.40%38 48.80% 57.30% 62.30% 67.55% 73.80% 77.30%

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Class A-1 Notes


Case S&P Recovery Rate39 48.70% 57.20% 62.20% 67.45% 73.70% 77.20%40 48.60% 57.10% 62.10% 67.35% 73.60% 77.10%41 48.50% 57.00% 62.00% 67.25% 73.50% 77.00%42 48.40% 56.90% 61.90% 67.15% 73.40% 76.90%43 48.30% 56.80% 61.80% 67.05% 73.30% 76.80%44 48.20% 56.70% 61.70% 66.95% 73.20% 76.70%45 48.10% 56.60% 61.60% 66.85% 73.10% 76.60%46 48.00% 56.50% 61.50% 66.75% 73.00% 76.50%47 47.90% 56.40% 61.40% 66.65% 72.90% 76.40%48 47.80% 56.30% 61.30% 66.55% 72.80% 76.30%49 47.70% 56.20% 61.20% 66.45% 72.70% 76.20%50 47.60% 56.10% 61.10% 66.35% 72.60% 76.10%51 47.50% 56.00% 61.00% 66.25% 72.50% 76.00%52 47.40% 55.90% 60.90% 66.15% 72.40% 75.90%53 47.30% 55.80% 60.80% 66.05% 72.30% 75.80%54 47.20% 55.70% 60.70% 65.95% 72.20% 75.70%55 47.10% 55.60% 60.60% 65.85% 72.10% 75.60%56 47.00% 55.50% 60.50% 65.75% 72.00% 75.50%57 46.90% 55.40% 60.40% 65.65% 71.90% 75.40%58 46.80% 55.30% 60.30% 65.55% 71.80% 75.30%59 46.70% 55.20% 60.20% 65.45% 71.70% 75.20%60 46.60% 55.10% 60.10% 65.35% 71.60% 75.10%61 46.50% 55.00% 60.00% 65.25% 71.50% 75.00%62 46.40% 54.90% 59.90% 65.15% 71.40% 74.90%63 46.30% 54.80% 59.80% 65.05% 71.30% 74.80%64 46.20% 54.70% 59.70% 64.95% 71.20% 74.70%65 46.10% 54.60% 59.60% 64.85% 71.10% 74.60%66 46.00% 54.50% 59.50% 64.75% 71.00% 74.50%67 45.90% 54.40% 59.40% 64.65% 70.90% 74.40%68 45.80% 54.30% 59.30% 64.55% 70.80% 74.30%69 45.70% 54.20% 59.20% 64.45% 70.70% 74.20%70 45.60% 54.10% 59.10% 64.35% 70.60% 74.10%71 45.50% 54.00% 59.00% 64.25% 70.50% 74.00%72 45.40% 53.90% 58.90% 64.15% 70.40% 73.90%73 45.30% 53.80% 58.80% 64.05% 70.30% 73.80%74 45.20% 53.70% 58.70% 63.95% 70.20% 73.70%75 45.10% 53.60% 58.60% 63.85% 70.10% 73.60%76 45.00% 53.50% 58.50% 63.75% 70.00% 73.50%77 44.90% 53.40% 58.40% 63.65% 69.90% 73.40%78 44.80% 53.30% 58.30% 63.55% 69.80% 73.30%79 44.70% 53.20% 58.20% 63.45% 69.70% 73.20%80 44.60% 53.10% 58.10% 63.35% 69.60% 73.10%81 44.50% 53.00% 58.00% 63.25% 69.50% 73.00%82 44.40% 52.90% 57.90% 63.15% 69.40% 72.90%83 44.30% 52.80% 57.80% 63.05% 69.30% 72.80%84 44.20% 52.70% 57.70% 62.95% 69.20% 72.70%85 44.10% 52.60% 57.60% 62.85% 69.10% 72.60%86 44.00% 52.50% 57.50% 62.75% 69.00% 72.50%87 43.90% 52.40% 57.40% 62.65% 68.90% 72.40%88 43.80% 52.30% 57.30% 62.55% 68.80% 72.30%89 43.70% 52.20% 57.20% 62.45% 68.70% 72.20%

USActive 40057459.140057459.7Sch. 5- 6

Class A-1 Notes


Case S&P Recovery Rate90 43.60% 52.10% 57.10% 62.35% 68.60% 72.10%91 43.50% 52.00% 57.00% 62.25% 68.50% 72.00%92 43.40% 51.90% 56.90% 62.15% 68.40% 71.90%93 43.30% 51.80% 56.80% 62.05% 68.30% 71.80%94 43.20% 51.70% 56.70% 61.95% 68.20% 71.70%95 43.10% 51.60% 56.60% 61.85% 68.10% 71.60%96 43.00% 51.50% 56.50% 61.75% 68.00% 71.50%97 42.90% 51.40% 56.40% 61.65% 67.90% 71.40%98 42.80% 51.30% 56.30% 61.55% 67.80% 71.30%99 42.70% 51.20% 56.20% 61.45% 67.70% 71.20%100 42.60% 51.10% 56.10% 61.35% 67.60% 71.10%101 42.50% 51.00% 56.00% 61.25% 67.50% 71.00%102 42.40% 50.90% 55.90% 61.15% 67.40% 70.90%103 42.30% 50.80% 55.80% 61.05% 67.30% 70.80%104 42.20% 50.70% 55.70% 60.95% 67.20% 70.70%105 42.10% 50.60% 55.60% 60.85% 67.10% 70.60%106 42.00% 50.50% 55.50% 60.75% 67.00% 70.50%107 41.90% 50.40% 55.40% 60.65% 66.90% 70.40%108 41.80% 50.30% 55.30% 60.55% 66.80% 70.30%109 41.70% 50.20% 55.20% 60.45% 66.70% 70.20%110 41.60% 50.10% 55.10% 60.35% 66.60% 70.10%111 41.50% 50.00% 55.00% 60.25% 66.50% 70.00%112 41.40% 49.90% 54.90% 60.15% 66.40% 69.90%113 41.30% 49.80% 54.80% 60.05% 66.30% 69.80%114 41.20% 49.70% 54.70% 59.95% 66.20% 69.70%115 41.10% 49.60% 54.60% 59.85% 66.10% 69.60%116 41.00% 49.50% 54.50% 59.75% 66.00% 69.50%117 40.90% 49.40% 54.40% 59.65% 65.90% 69.40%118 40.80% 49.30% 54.30% 59.55% 65.80% 69.30%119 40.70% 49.20% 54.20% 59.45% 65.70% 69.20%120 40.60% 49.10% 54.10% 59.35% 65.60% 69.10%121 40.50% 49.00% 54.00% 59.25% 65.50% 69.00%122 40.40% 48.90% 53.90% 59.15% 65.40% 68.90%123 40.30% 48.80% 53.80% 59.05% 65.30% 68.80%124 40.20% 48.70% 53.70% 58.95% 65.20% 68.70%125 40.10% 48.60% 53.60% 58.85% 65.10% 68.60%126 40.00% 48.50% 53.50% 58.75% 65.00% 68.50%127 39.90% 48.40% 53.40% 58.65% 64.90% 68.40%128 39.80% 48.30% 53.30% 58.55% 64.80% 68.30%129 39.70% 48.20% 53.20% 58.45% 64.70% 68.20%130 39.60% 48.10% 53.10% 58.35% 64.60% 68.10%131 39.50% 48.00% 53.00% 58.25% 64.50% 68.00%132 39.40% 47.90% 52.90% 58.15% 64.40% 67.90%133 39.30% 47.80% 52.80% 58.05% 64.30% 67.80%134 39.20% 47.70% 52.70% 57.95% 64.20% 67.70%135 39.10% 47.60% 52.60% 57.85% 64.10% 67.60%136 39.00% 47.50% 52.50% 57.75% 64.00% 67.50%137 38.90% 47.40% 52.40% 57.65% 63.90% 67.40%138 38.80% 47.30% 52.30% 57.55% 63.80% 67.30%139 38.70% 47.20% 52.20% 57.45% 63.70% 67.20%140 38.60% 47.10% 52.10% 57.35% 63.60% 67.10%

USActive 40057459.140057459.7Sch. 5- 7

Class A-1 Notes


Case S&P Recovery Rate141 38.50% 47.00% 52.00% 57.25% 63.50% 67.00%142 38.40% 46.90% 51.90% 57.15% 63.40% 66.90%143 38.30% 46.80% 51.80% 57.05% 63.30% 66.80%144 38.20% 46.70% 51.70% 56.95% 63.20% 66.70%145 38.10% 46.60% 51.60% 56.85% 63.10% 66.60%146 38.00% 46.50% 51.50% 56.75% 63.00% 66.50%147 37.90% 46.40% 51.40% 56.65% 62.90% 66.40%148 37.80% 46.30% 51.30% 56.55% 62.80% 66.30%149 37.70% 46.20% 51.20% 56.45% 62.70% 66.20%150 37.60% 46.10% 51.10% 56.35% 62.60% 66.10%151 37.50% 46.00% 51.00% 56.25% 62.50% 66.00%152 37.40% 45.90% 50.90% 56.15% 62.40% 65.90%153 37.30% 45.80% 50.80% 56.05% 62.30% 65.80%154 37.20% 45.70% 50.70% 55.95% 62.20% 65.70%155 37.10% 45.60% 50.60% 55.85% 62.10% 65.60%156 37.00% 45.50% 50.50% 55.75% 62.00% 65.50%157 36.90% 45.40% 50.40% 55.65% 61.90% 65.40%158 36.80% 45.30% 50.30% 55.55% 61.80% 65.30%159 36.70% 45.20% 50.20% 55.45% 61.70% 65.20%160 36.60% 45.10% 50.10% 55.35% 61.60% 65.10%161 36.50% 45.00% 50.00% 55.25% 61.50% 65.00%162 36.40% 44.90% 49.90% 55.15% 61.40% 64.90%163 36.30% 44.80% 49.80% 55.05% 61.30% 64.80%164 36.20% 44.70% 49.70% 54.95% 61.20% 64.70%165 36.10% 44.60% 49.60% 54.85% 61.10% 64.60%166 36.00% 44.50% 49.50% 54.75% 61.00% 64.50%167 35.90% 44.40% 49.40% 54.65% 60.90% 64.40%168 35.80% 44.30% 49.30% 54.55% 60.80% 64.30%169 35.70% 44.20% 49.20% 54.45% 60.70% 64.20%170 35.60% 44.10% 49.10% 54.35% 60.60% 64.10%171 35.50% 44.00% 49.00% 54.25% 60.50% 64.00%

S&P Recovery Rate

Case “AAA” “AA” “A” “BBB” “BB” “B”1 [] [] [] [] [] []2 [] [] [] [] [] []3 [] [] [] [] [] []4 [] [] [] [] [] []5 [] [] [] [] [] []6 [] [] [] [] [] []7 [] [] [] [] [] []8 [] [] [] [] [] []9 [] [] [] [] [] []10 [] [] [] [] [] []11 [] [] [] [] [] []12 [] [] [] [] [] []

USActive 40057459.140057459.7Sch. 5- 8

S&P Recovery Rate

Case “AAA” “AA” “A” “BBB” “BB” “B”13 [] [] [] [] [] []14 [] [] [] [] [] []15 [] [] [] [] [] []16 [] [] [] [] [] []17 [] [] [] [] [] []18 [] [] [] [] [] []19 [] [] [] [] [] []20 [] [] [] [] [] []21 [] [] [] [] [] []22 [] [] [] [] [] []23 [] [] [] [] [] []24 [] [] [] [] [] []25 [] [] [] [] [] []26 [] [] [] [] [] []27 [] [] [] [] [] []28 [] [] [] [] [] []29 [] [] [] [] [] []30 [] [] [] [] [] []31 [] [] [] [] [] []32 [] [] [] [] [] []33 [] [] [] [] [] []34 [] [] [] [] [] []35 [] [] [] [] [] []36 [] [] [] [] [] []37 [] [] [] [] [] []38 [] [] [] [] [] []39 [] [] [] [] [] []40 [] [] [] [] [] []41 [] [] [] [] [] []42 [] [] [] [] [] []43 [] [] [] [] [] []44 [] [] [] [] [] []45 [] [] [] [] [] []46 [] [] [] [] [] []47 [] [] [] [] [] []48 [] [] [] [] [] []49 [] [] [] [] [] []50 [] [] [] [] [] []51 [] [] [] [] [] []52 [] [] [] [] [] []53 [] [] [] [] [] []54 [] [] [] [] [] []55 [] [] [] [] [] []56 [] [] [] [] [] []

USActive 40057459.140057459.7Sch. 5- 9

S&P Recovery Rate


USActive 40057459.140057459.7Sch. 5- 10

S&P Recovery Rate


USActive 40057459.140057459.7Sch. 5- 11

S&P Recovery Rate

Case “AAA” “AA” “A” “BBB” “BB” “B”145 [] [] [] [] [] []146 [] [] [] [] [] []147 [] [] [] [] [] []148 [] [] [] [] [] []149 [] [] [] [] [] []150 [] [] [] [] [] []151 [] [] [] [] [] []152 [] [] [] [] [] []153 [] [] [] [] [] []154 [] [] [] [] [] []155 [] [] [] [] [] []156 [] [] [] [] [] []157 [] [] [] [] [] []158 [] [] [] [] [] []159 [] [] [] [] [] []160 [] [] [] [] [] []161 [] [] [] [] [] []162 [] [] [] [] [] []163 [] [] [] [] [] []164 [] [] [] [] [] []165 [] [] [] [] [] []166 [] [] [] [] [] []167 [] [] [] [] [] []168 [] [] [] [] [] []169 [] [] [] [] [] []170 [] [] [] [] [] []171 [] [] [] [] [] []

* The S&P Recovery Rate case for each Class of Notes may be chosen individually by Class.

Table 2

CaseMinimum Floating

Spread1 2.10[]%2 2.15[]%3 2.20[]%4 2.25[]%5 2.30[]%6 2.35[]%7 2.40[]%8 2.45[]%

USActive 40057459.140057459.7Sch. 5- 12


Spread9 2.50[]%10 2.55[]%11 2.60[]%12 2.65[]%13 2.70[]%14 2.75[]%15 2.80[]%16 2.85[]%17 2.90[]%18 2.95[]%19 3.00[]%20 3.05[]%21 3.10[]%22 3.15[]%23 3.20[]%24 3.25[]%25 3.30[]%26 3.35[]%27 3.40[]%28 3.45[]%29 3.50[]%30 3.55[]%31 3.60[]%32 3.65[]%33 3.70[]%34 3.75[]%35 3.80[]%36 3.85[]%37 3.90[]%38 3.95[]%39 4.00[]%40 4.05[]%41 4.10[]%42 4.15[]%44 4.25[]%45 4.30[]%46 4.35[]%47 4.40[]%48 4.45[]%

USActive 40057459.140057459.7Sch. 5- 13


Spread49 4.50[]%50 4.55[]%51 4.60[]%52 4.65[]%53 4.70[]%54 4.75[]%55 4.80[]%56 4.85[]%57 4.90[]%58 4.95[]%59 5.00[]%60 5.05[]%61 5.10[]%

Table 3

CaseWeighted

Average Life1 4.00[]2 4.50[]3 5.00[]4 5.50[]5 6.00[]6 6.50[]7 7.00[]8 7.50[]9 8.00[]

USActive 40057459.140057459.7Sch. 5- 14

SCHEDULE 6

TABLES OF RATING EQUIVALENTS

Moody’s S&PAaa AAAAa1 AA+Aa2 AAAa3 AA-A1 A+A2 AA3 A-

Baa1 BBB+Baa2 BBBBaa3 BBB-Ba1 BB+Ba2 BBBa3 BB-B1 B+B2 BB3 B-

Caa1 CCC+Caa2 CCCCaa3 CCC-Ca CCC CD D

USActive 40057459.140057459.7Sch. 6- 1

SCHEDULE 7

S&P CDO MONITOR FORMULA DEFINITIONS

As used for purposes of the S&P CDO Monitor Test during an S&P CDO Monitor Formula Election Period, the following terms shall have the meanings set forth below:

“S&P CDO Monitor Adjusted BDR” means the threshold value for the S&P CDO Monitor Test, calculated as a percentage by adjusting the S&P CDO Monitor BDR for changes in the Principal Balance of the Collateral Obligations relative to the Aggregate Ramp-Up Par Amount as follows: S&P CDO Monitor BDR * (OP / NP) and (NP - OP) / [NP * (1 – S&P Weighted Average Recovery Rate)], where OP = Aggregate Ramp-Up Par Amount; NP = the sum of the Aggregate Principal Balances of the Collateral Obligations with an S&P Rating of “CCC-” or higher, Principal Proceeds, and the sum of the lower of S&P Recovery Amount or the Market Value of each obligation with an S&P Rating below “CCC-”.

“S&P CDO Monitor BDR” means the value calculated using the following formula relating to the Issuer’s portfolio: C0 + (C1 * Weighted Average Floating Spread) + (C2 * S&P Weighted Average Recovery Rate), where: C0= [], C1= [] and C2= [].

“S&P CDO Monitor SDR” means the percentage derived from the following equation: 0.329915 + (1.210322 * EPDR) – (0.586627 * DRD) + (2.538684 /ODM) + (0.216729 / IDM) + (0.0575539 / RDM) – (0.0136662 * WAL), where EPDR is the S&P Expected Portfolio Default Rate; DRD is the S&P Default Rate Dispersion; ODM is the S&P Obligor Diversity Measure; IDM is the S&P Industry Diversity Measure; RDM is the S&P Regional Diversity Measure; and WAL is the S&P Weighted Average Life.

“S&P Default Rate” means, with respect to all Collateral Obligations with an S&P Rating of “CCC-” or higher, the default rate determined in accordance with Table 1 below using such Collateral Obligation’s S&P Rating and the number of years to maturity (determined using linearinterpolation if the number of years to maturity is not an integer).

“S&P Default Rate Dispersion” means, with respect to all Collateral Obligations with an S&P Rating of “CCC-” or higher, (A) the sum of the product of (i) the Principal Balance of each such Collateral Obligation and (ii) the absolute value of (x) the S&P Default Rate minus (y) the S&P Expected Portfolio Default Rate divided by (B) the Aggregate Principal Balance for all such Collateral Obligations.

“S&P Effective Date Adjustments” means, in connection with determining whether the S&P CDO Monitor Test is satisfied in connection with the end of the Ramp-Up Period if an S&P CDO Monitor Formula Election Date has occurred, the following adjustments shall apply: (i) in calculating the Weighted Average Floating Spread, the Effective Spread will be calculated without regard to clause (b)(ii) of the definition thereof and (ii) in calculating the S&P CDO Monitor Adjusted BDR, the Collateral Principal Amount will exclude Principal Proceeds on

USActive 40057459.1Exhibit E40057459.7Sch. 7- 1

deposit in the Ramp-Up Account permitted to be designated as Interest Proceeds prior to the first Payment Date.

“S&P Expected Portfolio Default Rate” means, with respect to all Collateral Obligations with an S&P Rating of “CCC-” or higher, (i) the sum of the product of (x) the Principal Balance of each such Collateral Obligation and (y) the S&P Default Rate divided by (ii) the Aggregate Principal Balance for all such Collateral Obligations.

“S&P Industry Diversity Measure” means a measure calculated by determining the Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) within each S&P Industry Classification in the portfolio, then dividing each of these amounts by the Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) from all the S&P Industry Classifications in the portfolio, squaring the result for each industry, then taking the reciprocal of the sum of these squares.

“S&P Obligor Diversity Measure” means a measure calculated by determining the Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) from each obligor and its affiliates, then dividing each such Aggregate Principal Balance by the Aggregate Principal Balance of Collateral Obligations (with an S&P Rating of “CCC-” or higher) from all the obligors in the portfolio, then squaring the result for each obligor, then taking the reciprocal of the sum of these squares.

“S&P Regional Diversity Measure” means a measure calculated by determining the Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) within each S&P region set forth in Table 2 below, then dividing each of these amounts by the Aggregate Principal Balance of the Collateral Obligations (with an S&P Rating of “CCC-” or higher) from all S&P regions in the portfolio, squaring the result for each region, then taking the reciprocal of the sum of these squares.

“S&P Weighted Average Life” means, on any date of determination, a number calculated by determining the number of years between the current date and the maturity date of each Collateral Obligation (with an S&P Rating of “CCC-” or higher), multiplying each Collateral Obligation’s Principal Balance by its number of years, summing the results of all Collateral Obligations in the portfolio, and dividing such amount by the Aggregate Principal Balance of all Collateral Obligations (with an S&P Rating of “CCC-” or higher).

Table 1

Tenor Rating


Tenor

Rating

AAA AA+ AA AA A+ A A- BBB+ BBB BBB-

0 0 0 0 0 0 0 0 0 0 01 0.003249 0.008324 0.017659 0.049443 0.100435 0.198336 0.305284 0.403669 0.461619 0.5242942 0.015699 0.036996 0.073622 0.139938 0.257400 0.452472 0.667329 0.892889 1.091719 1.4459893 0.041484 0.091325 0.172278 0.276841 0.474538 0.770505 1.100045 1.484175 1.895696 2.7020544 0.084784 0.176281 0.317753 0.464897 0.755269 1.158808 1.613532 2.186032 2.867799 4.2296685 0.149746 0.296441 0.513749 0.708173 1.102407 1.621846 2.213969 3.000396 3.994693 5.9694436 0.240402 0.455938 0.763415 1.009969 1.517930 2.162163 2.903924 3.924151 5.258484 7.8676547 0.360599 0.658408 1.069266 1.372767 2.002861 2.780489 3.682872 4.950544 6.639097 9.8774428 0.513925 0.906953 1.433135 1.798206 2.557255 3.475934 4.547804 6.070420 8.116014 11.9591649 0.703660 1.204112 1.856168 2.287090 3.180245 4.246223 5.493831 7.273226 9.669463 14.08016010 0.932722 1.551859 2.338835 2.839430 3.870134 5.087962 6.514747 8.547804 11.281152 16.21416911 1.203636 1.951593 2.880967 3.454496 4.624506 5.996889 7.603506 9.882975 12.934676 18.34055612 1.518511 2.404163 3.481806 4.130896 5.440351 6.968119 8.752625 11.267955 14.615674 20.44349213 1.879017 2.909885 4.140061 4.866660 6.314188 7.996356 9.954495 12.692626 16.311827 22.51114614 2.286393 3.468577 4.853976 5.659322 7.242183 9.076083 11.201627 14.147698 18.012750 24.53495515 2.741441 4.079595 5.621395 6.506018 8.220258 10.201710 12.486816 15.624793 19.709826 26.50897716 3.244545 4.741882 6.439830 7.403564 9.244188 11.367700 13.803266 17.116461 21.396011 28.42933917 3.795687 5.454010 7.306523 8.348542 10.309683 12.568668 15.144662 18.616162 23.065636 30.29378018 4.394473 6.214227 8.218512 9.337373 11.412464 13.799448 16.505206 20.118217 24.714212 32.10126919 5.040161 7.020506 9.172684 10.366381 12.548315 15.055145 17.879633 21.617740 26.338248 33.85170920 5.731690 7.870595 10.165829 11.431855 13.713133 16.331168 19.263208 23.110574 27.935091 35.54569221 6.467720 8.762054 11.194685 12.530097 14.902967 17.623250 20.651699 24.593206 29.502784 37.18430622 7.246658 9.692304 12.255978 13.657463 16.114039 18.927451 22.041357 26.062700 31.039941 38.76899023 8.066698 10.658664 13.346459 14.810401 17.342769 20.240163 23.428880 27.516624 32.545643 40.30142024 8.925853 11.658386 14.462930 15.985473 18.585784 21.558096 24.811375 28.952986 34.019346 41.78341725 9.821992 12.688687 15.602275 17.179384 19.839925 22.878270 26.186325 30.370173 35.460813 43.21688526 10.752863 13.746781 16.761474 18.388990 21.102252 24.197998 27.551553 31.766900 36.870044 44.60375927 11.716131 14.829898 17.937621 19.611314 22.370042 25.514868 28.905184 33.142161 38.247233 45.94597028 12.709401 15.935312 19.127936 20.843553 23.640779 26.826725 30.245615 34.495190 39.592717 47.24541729 13.730244 17.060358 20.329775 22.083077 24.912158 28.131652 31.571487 35.825422 40.906950 48.50394830 14.776220 18.202443 21.540635 23.327436 26.182066 29.427952 32.881653 37.132462 42.190470 49.723352


Rating

Tenor BB+ BB BB- B+ B B- CCC+ CCC CCC-0 0 0 0 0 0 0 0 0 01 1.051627 2.109451 2.600238 3.221175 7.848052 10.882127 15.688600 20.494984 25.3012752 2.499656 4.644348 5.872070 7.597534 14.781994 20.010198 28.039819 34.622676 40.1048273 4.296729 7.475880 9.536299 12.379110 20.934989 27.616832 37.429809 44.486183 49.8231814 6.375706 10.488373 13.369967 17.163869 26.396576 33.956728 44.585491 51.602827 56.6448945 8.664544 13.586821 17.214556 21.748448 31.246336 39.272130 50.135335 56.922985 61.6614076 11.095356 16.697807 20.966483 26.041061 35.559617 43.770645 54.540771 61.035699 65.4915797 13.609032 19.767400 24.563596 30.011114 39.406428 47.620000 58.122986 64.312999 68.5123008 16.156890 22.757944 27.972842 33.660308 42.849805 50.951513 61.102369 66.995611 70.9631599 18.700581 25.644678 31.180555 37.006268 45.945037 53.866495 63.630626 69.243071 73.00115910 21.211084 28.412675 34.185384 40.073439 48.739741 56.442784 65.813448 71.163565 74.73180111 23.667314 31.054264 36.993388 42.888153 51.274446 58.740339 67.725700 72.832114 76.22764012 26.054666 33.566968 39.614764 45.476090 53.583431 60.805678 69.421440 74.301912 77.53970513 28.363660 35.951906 42.061729 47.861084 55.695612 62.675243 70.940493 75.611515 78.70469714 30.588762 38.212600 44.347194 50.064659 57.635391 64.377918 72.312813 76.789485 79.74959215 32.727407 40.354091 46.483968 52.105958 59.423407 65.936872 73.561381 77.857439 80.69466116 34.779204 42.382307 48.484306 54.001869 61.077177 67.370926 74.704179 78.832075 81.55544917 36.745314 44.303617 50.359673 55.767228 62.611640 68.695550 75.755528 79.726540 82.34411918 38.627975 46.124519 52.120647 57.415059 64.039598 69.923606 76.727026 80.551376 83.07036719 40.430133 47.851440 53.776900 58.956797 65.372082 71.065901 77.628212 81.315171 83.74204720 42.155172 49.490597 55.337225 60.402500 66.618643 72.131608 78.467035 82.025027 84.36562821 43.806716 51.047918 56.809591 61.761037 67.787598 73.128577 79.250199 82.686894 84.94650222 45.388482 52.528995 58.201208 63.040250 68.886224 74.063579 79.983418 83.305814 85.48922523 46.904180 53.939064 59.518589 64.247092 69.920916 74.942503 80.671609 83.886103 85.99768324 48.357444 55.282998 60.767623 65.387746 70.897320 75.770492 81.319036 84.431487 86.47522325 49.751780 56.565320 61.953636 66.467726 71.820441 76.552075 81.929422 84.945209 86.92475026 51.090543 57.790210 63.081447 67.491964 72.694731 77.291249 82.506039 85.430110 87.34880527 52.376916 58.961526 64.155419 68.464885 73.524165 77.991566 83.051779 85.888693 87.74962128 53.613901 60.082826 65.179512 69.390464 74.312302 78.656191 83.569207 86.323175 88.12917329 54.804319 61.157385 66.157321 70.272285 75.062339 79.287952 84.060611 86.735528 88.48921730 55.950815 62.188218 67.092112 71.113583 75.777155 79.889391 84.528038 87.127511 88.831318


Table 2

Region Code Region Name

Country Code Country Name

17 Africa: Eastern 253 Djibouti17 Africa: Eastern 291 Eritrea17 Africa: Eastern 251 Ethiopia17 Africa: Eastern 254 Kenya17 Africa: Eastern 252 Somalia17 Africa: Eastern 249 Sudan12 Africa: Southern 247 Ascension12 Africa: Southern 267 Botswana12 Africa: Southern 266 Lesotho12 Africa: Southern 230 Mauritius12 Africa: Southern 264 Namibia12 Africa: Southern 248 Seychelles12 Africa: Southern 27 South Africa12 Africa: Southern 290 St. Helena12 Africa: Southern 268 Swaziland13 Africa: Sub-Saharan 244 Angola13 Africa: Sub-Saharan 226 Burkina Faso13 Africa: Sub-Saharan 257 Burundi13 Africa: Sub-Saharan 225 Cote d’Ivoire13 Africa: Sub-Saharan 240 Equatorial Guinea13 Africa: Sub-Saharan 241 Gabonese Republic13 Africa: Sub-Saharan 220 Gambia13 Africa: Sub-Saharan 233 Ghana13 Africa: Sub-Saharan 224 Guinea13 Africa: Sub-Saharan 245 Guinea-Bissau13 Africa: Sub-Saharan 231 Liberia13 Africa: Sub-Saharan 261 Madagascar13 Africa: Sub-Saharan 265 Malawi13 Africa: Sub-Saharan 223 Mali13 Africa: Sub-Saharan 222 Mauritania13 Africa: Sub-Saharan 258 Mozambique13 Africa: Sub-Saharan 227 Niger13 Africa: Sub-Saharan 234 Nigeria13 Africa: Sub-Saharan 250 Rwanda13 Africa: Sub-Saharan 239 Sao Tome & Principe13 Africa: Sub-Saharan 221 Senegal13 Africa: Sub-Saharan 232 Sierra Leone13 Africa: Sub-Saharan 255 Tanzania/Zanzibar13 Africa: Sub-Saharan 228 Togo13 Africa: Sub-Saharan 256 Uganda13 Africa: Sub-Saharan 260 Zambia13 Africa: Sub-Saharan 263 Zimbabwe13 Africa: Sub-Saharan 229 Benin13 Africa: Sub-Saharan 237 Cameroon13 Africa: Sub-Saharan 238 Cape Verde Islands13 Africa: Sub-Saharan 236 Central African Republic13 Africa: Sub-Saharan 235 Chad13 Africa: Sub-Saharan 269 Comoros13 Africa: Sub-Saharan 242 Congo-Brazzaville




13 Africa: Sub-Saharan 243 Congo-Kinshasa3 Americas: Andean 591 Bolivia3 Americas: Andean 57 Colombia3 Americas: Andean 593 Ecuador3 Americas: Andean 51 Peru3 Americas: Andean 58 Venezuela4 Americas: Mercosur and Southern Cone 54 Argentina4 Americas: Mercosur and Southern Cone 55 Brazil4 Americas: Mercosur and Southern Cone 56 Chile4 Americas: Mercosur and Southern Cone 595 Paraguay4 Americas: Mercosur and Southern Cone 598 Uruguay1 Americas: Mexico 52 Mexico2 Americas: Other Central and Caribbean 1264 Anguilla2 Americas: Other Central and Caribbean 1268 Antigua2 Americas: Other Central and Caribbean 1242 Bahamas2 Americas: Other Central and Caribbean 246 Barbados2 Americas: Other Central and Caribbean 501 Belize2 Americas: Other Central and Caribbean 441 Bermuda2 Americas: Other Central and Caribbean 284 British Virgin Islands2 Americas: Other Central and Caribbean 345 Cayman Islands2 Americas: Other Central and Caribbean 506 Costa Rica2 Americas: Other Central and Caribbean 809 Dominican Republic2 Americas: Other Central and Caribbean 503 El Salvador2 Americas: Other Central and Caribbean 473 Grenada2 Americas: Other Central and Caribbean 590 Guadeloupe2 Americas: Other Central and Caribbean 502 Guatemala2 Americas: Other Central and Caribbean 504 Honduras2 Americas: Other Central and Caribbean 876 Jamaica2 Americas: Other Central and Caribbean 596 Martinique2 Americas: Other Central and Caribbean 505 Nicaragua2 Americas: Other Central and Caribbean 507 Panama2 Americas: Other Central and Caribbean 869 St. Kitts/Nevis2 Americas: Other Central and Caribbean 758 St. Lucia2 Americas: Other Central and Caribbean 784 St. Vincent & Grenadines2 Americas: Other Central and Caribbean 597 Suriname2 Americas: Other Central and Caribbean 868 Trinidad & Tobago2 Americas: Other Central and Caribbean 649 Turks & Caicos2 Americas: Other Central and Caribbean 297 Aruba2 Americas: Other Central and Caribbean 53 Cuba2 Americas: Other Central and Caribbean 599 Curacao2 Americas: Other Central and Caribbean 767 Dominica2 Americas: Other Central and Caribbean 594 French Guiana2 Americas: Other Central and Caribbean 592 Guyana2 Americas: Other Central and Caribbean 509 Haiti2 Americas: Other Central and Caribbean 664 Montserrat101 Americas: U.S. and Canada 2 Canada101 Americas: U.S. and Canada 1 USA7 Asia: China, Hong Kong, Taiwan 86 China7 Asia: China, Hong Kong, Taiwan 852 Hong Kong7 Asia: China, Hong Kong, Taiwan 886 Taiwan5 Asia: India, Pakistan and Afghanistan 93 Afghanistan5 Asia: India, Pakistan and Afghanistan 91 India




5 Asia: India, Pakistan and Afghanistan 92 Pakistan6 Asia: Other South 880 Bangladesh6 Asia: Other South 975 Bhutan6 Asia: Other South 960 Maldives6 Asia: Other South 977 Nepal6 Asia: Other South 94 Sri Lanka8 Asia: Southeast, Korea and Japan 673 Brunei8 Asia: Southeast, Korea and Japan 855 Cambodia8 Asia: Southeast, Korea and Japan 62 Indonesia8 Asia: Southeast, Korea and Japan 81 Japan8 Asia: Southeast, Korea and Japan 856 Laos8 Asia: Southeast, Korea and Japan 60 Malaysia8 Asia: Southeast, Korea and Japan 95 Myanmar8 Asia: Southeast, Korea and Japan 850 North Korea8 Asia: Southeast, Korea and Japan 63 Philippines8 Asia: Southeast, Korea and Japan 65 Singapore8 Asia: Southeast, Korea and Japan 82 South Korea8 Asia: Southeast, Korea and Japan 66 Thailand8 Asia: Southeast, Korea and Japan 84 Vietnam8 Asia: Southeast, Korea and Japan 670 East Timor105 Asia-Pacific: Australia and New Zealand 61 Australia105 Asia-Pacific: Australia and New Zealand 682 Cook Islands105 Asia-Pacific: Australia and New Zealand 64 New Zealand9 Asia-Pacific: Islands 679 Fiji9 Asia-Pacific: Islands 689 French Polynesia9 Asia-Pacific: Islands 686 Kiribati9 Asia-Pacific: Islands 691 Micronesia9 Asia-Pacific: Islands 674 Nauru9 Asia-Pacific: Islands 687 New Caledonia9 Asia-Pacific: Islands 680 Palau9 Asia-Pacific: Islands 675 Papua New Guinea9 Asia-Pacific: Islands 685 Samoa9 Asia-Pacific: Islands 677 Solomon Islands9 Asia-Pacific: Islands 676 Tonga9 Asia-Pacific: Islands 688 Tuvalu9 Asia-Pacific: Islands 678 Vanuatu15 Europe: Central 420 Czech Republic15 Europe: Central 372 Estonia15 Europe: Central 36 Hungary15 Europe: Central 371 Latvia15 Europe: Central 370 Lithuania15 Europe: Central 48 Poland15 Europe: Central 421 Slovak Republic16 Europe: Eastern 355 Albania16 Europe: Eastern 387 Bosnia and Herzegovina16 Europe: Eastern 359 Bulgaria16 Europe: Eastern 385 Croatia16 Europe: Eastern 383 Kosovo16 Europe: Eastern 389 Macedonia16 Europe: Eastern 382 Montenegro16 Europe: Eastern 40 Romania16 Europe: Eastern 381 Serbia




16 Europe: Eastern 90 Turkey14 Europe: Russia & CIS 374 Armenia14 Europe: Russia & CIS 994 Azerbaijan14 Europe: Russia & CIS 375 Belarus14 Europe: Russia & CIS 995 Georgia14 Europe: Russia & CIS 8 Kazakhstan14 Europe: Russia & CIS 996 Kyrgyzstan14 Europe: Russia & CIS 373 Moldova14 Europe: Russia & CIS 976 Mongolia14 Europe: Russia & CIS 7 Russia14 Europe: Russia & CIS 992 Tajikistan14 Europe: Russia & CIS 993 Turkmenistan14 Europe: Russia & CIS 380 Ukraine14 Europe: Russia & CIS 998 Uzbekistan102 Europe: Western 376 Andorra102 Europe: Western 43 Austria102 Europe: Western 32 Belgium102 Europe: Western 357 Cyprus102 Europe: Western 45 Denmark102 Europe: Western 358 Finland102 Europe: Western 33 France102 Europe: Western 49 Germany102 Europe: Western 30 Greece102 Europe: Western 354 Iceland102 Europe: Western 353 Ireland102 Europe: Western 101 Isle of Man102 Europe: Western 39 Italy102 Europe: Western 102 Liechtenstein102 Europe: Western 352 Luxembourg102 Europe: Western 356 Malta102 Europe: Western 377 Monaco102 Europe: Western 31 Netherlands102 Europe: Western 47 Norway102 Europe: Western 351 Portugal102 Europe: Western 386 Slovenia102 Europe: Western 34 Spain102 Europe: Western 46 Sweden102 Europe: Western 41 Switzerland102 Europe: Western 44 United Kingdom10 Middle East: Gulf States 973 Bahrain10 Middle East: Gulf States 98 Iran10 Middle East: Gulf States 964 Iraq10 Middle East: Gulf States 965 Kuwait10 Middle East: Gulf States 968 Oman10 Middle East: Gulf States 974 Qatar10 Middle East: Gulf States 966 Saudi Arabia10 Middle East: Gulf States 971 United Arab Emirates10 Middle East: Gulf States 967 Yemen11 Middle East: MENA 213 Algeria11 Middle East: MENA 20 Egypt11 Middle East: MENA 972 Israel11 Middle East MENA 962 Jordan




11 Middle East: MENA 961 Lebanon11 Middle East: MENA 212 Morocco11 Middle East: MENA 970 Palestinian Settlements11 Middle East: MENA 963 Syrian Arab Republic11 Middle East: MENA 216 Tunisia11 Middle East: MENA 1212 Western Sahara11 Middle East: MENA 218 Libya
