Global Corporate Trust 8 Greenway Plaza, Suite 1100 Houston, Texas 77046

Notice to Holders of Mariner CLO 2016-3, Ltd. and, as applicable, Mariner CLO 2016-3, LLC

Class CUSIP1

Class A-R Notes 56845AAL2 / US56845AAL26 / G6100AAF3 / USG6100AAF33 / 56845AAM0 / US56845AAM09

Class B-R Notes 56845AAN8 / US56845AAN81 / G6100AAG1 / USG6100AAG16 /

56845AAP3 / US56845AAP30 Class C-R Notes 56845AAQ1 / US56845AAQ13 /

G6100AAH9 / USG6100AAH98 / 56845AAR9 / US56845AAR95

Class D-R Notes 56845AAS7 / US56845AAS78 / G6100AAJ5 / USG6100AAJ54 / 56845AAT5 / US56845AAT51

Class E-R Notes 56845B AE6 / US56845BAE65 / G6100CAC6 / USG6100CAC67 /

56845BAF3 / US56845BAF3 Subordinated Notes 56845BAC0 / US56845BAC00 /

G6100CAB8 / USG6100CAB84 / 56845BAD8 / US56845BAD82

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

Notice of Proposed Supplemental Indenture

PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS

Reference is made to that certain Indenture, dated as of August 11, 2016 (as amended by the First Supplemental Indenture, dated July 24, 2017, as may be further amended, supplemented or otherwise modified from time to time, the “Indenture”), among Mariner CLO 2016-3, Ltd., as issuer (the “Issuer”), Mariner CLO 2016-3, LLC, as co-issuer (the “Co-Issuer”), and U.S. Bank National Association, as Trustee (the “Trustee”). Capitalized terms not defined herein shall have the meaning given to them in the Indenture.

The Trustee hereby provides notice that the Required Redemption Percentage has directed a Refinancing of the Senior Notes in accordance with Section 9.1(a) of the

1 The CUSIP numbers appearing herein are included solely for the convenience of the Holders. The

Trustee is not responsible for the selection or use of CUSIP numbers, or for the accuracy or correctness of CUSIP numbers printed on any Securities or as indicated in this notice.

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Indenture. Please note that this notice does not constitute the notice of redemption referred to in Section 9.2 of the Indenture.

Pursuant to Section 8.3(b) of the Indenture, the Trustee hereby provides notice of a proposed supplemental indenture (hereinafter referred to as the “Proposed Supplemental Indenture”) to be entered into among the Issuer, Co-Issuer and the Trustee in order to effectuate the Optional Redemption of the Senior Notes by Refinancing. A copy of the Proposed Supplemental Indenture is attached hereto as Exhibit A. The proposed date of execution of the Proposed Supplemental Indenture is March 4, 2020.

Please note that the Refinancing as described above and the execution of the Proposed Supplemental Indenture is subject to the satisfaction of certain conditions set forth in the Indenture, including, without limitation, the conditions set forth in Article VIII and Article IX of the Indenture. The Trustee does not express any view on the merits of, and does not make any recommendation (either for or against) with respect to, the Proposed Supplemental Indenture or the Refinancing and gives no investment, tax or legal advice. Each Holder should seek advice from its own counsel and advisors based on the Holder’s particular circumstances.

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

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

This notice is being sent to Holders by U.S. Bank National Association in its capacity as Trustee. Holders with questions regarding this notice should direct their inquiries, in writing, to: Tran Hong, U.S. Bank National Association, Global Corporate Trust, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, Attention: Global Corporate Trust - Mariner CLO 2016-3, Ltd., telephone (713) 212-3705, or via email at tran.hong@usbank.com. U.S. BANK NATIONAL ASSOCIATION, February 4, 2020 as Trustee

SCHEDULE A

Mariner CLO 2016-3, Ltd. c/o Estera Trust (Cayman) Limited Clifton House, 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands Attention: The Directors Facsimile no.: (345) 947-3273 Email: sf@estera.com Mariner CLO 2016-3, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware, 19711 Facsimile no.: (302) 738-7210 Email: dpuglisi@puglisiassoc.com Mariner Investment Group, LLC 500 Mamaroneck Avenue, Suite 101 Harrison, New York 10528 Facsimile no.: (914) 777-3343 Attention: John Kelty Email: jkelty@marinercapital.com S&P Global Ratings cdo_surveillance@spglobal.com Euronext Dublin c/o McCann FitzGerald Listing Services Limited Riverside One, Sir Rogerson’s Quay Dublin 2 Ireland Facsimile no.: (353) 1 829 0010 Email: tony.spratt@mccannfitzgerald.ie drit@euroclear.com CA_Luxembourg@clearstream.com ca_mandatory.events@clearstream.com voluntaryreorgannouncements@dtcc.com

EXHIBIT A

[Proposed Supplemental Indenture]

Subject to amendment and completion, draft dated February 4, 2020

SECOND SUPPLEMENTAL INDENTURE

dated as of [_], 2020

among

MARINER CLO 2016-3, LTD.as Issuer

MARINER CLO 2016-3, LLCas Co-Issuer

AND

U.S. BANK NATIONAL ASSOCIATIONas Trustee

to

the Indenture, dated as of August 11, 2016,among the Issuer, the Co-Issuer and the Trustee

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THIS SECOND SUPPLEMENTAL INDENTURE, dated as of [_], 2020 (this "Supplemental Indenture"), among Mariner CLO 2016-3, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Issuer (the "Issuer"), Mariner CLO 2016-3, 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 August 11, 2016, among the Issuer, the Co-Issuer and the Trustee (as amended by the First Supplemental Indenture, dated as of July 24, 2017,and as further amended, modified or supplemented from time to time, the "Indenture"). Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in Section 1.1 of the Indenture.

PRELIMINARY STATEMENT

WHEREAS, pursuant to Section 8.1(a)(vi) of the Indenture, without the consent of any Holder, the Co-Issuers, when authorized by Resolutions, and the Trustee, at any time and from time to time may enter into one or more indentures supplemental to the Indenture to provide for and/or facilitate the issuance of Additional Notes to the extent permitted by Section 2.12 or Section 9.1 of the Indenture and to extend to such Additional Notes (to the extent explicitly provided herein) the benefits and provisions of the Indenture;

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to make changes necessary to issue Additional Notes in connection with an Optional Redemption of all Classes of Senior Notes from Refinancing Proceeds pursuant to Section 9.1(a) of the Indenture through issuance on the date of this Supplemental Indenture of the classes of notes set forth in Section 1(a) below;

WHEREAS, the Subordinated Notes shall remain Outstanding following the Refinancing;

WHEREAS, pursuant to Section 8.1(a)(xxiii) of the Indenture, the Trustee and the Co-Issuers may, with the consent of a Majority of the Subordinated Notes and a Majority of the Controlling Class, enter into a supplemental indenture to conform to ratings criteria and other guidelines (including any alternative methodology published by the Rating Agency) relating to collateral debt obligations ingeneral published by the Rating Agency;

WHEREAS, pursuant to Section 8.1(a)(xxiii) of the Indenture, the Co-Issuers wish to amend the Indenture in certain respects to conform to ratings criteria by the Rating Agency as set forth in this Supplemental Indenture;

WHEREAS, pursuant to Section 8.2(a) of the Indenture, the Trustee and the Co-Issuersmay enter into one or more indentures supplemental to the 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 any Class under the Indenture, subject to the consent of a Majority of each Class (or, in certain cases described in Section 8.2(a) of the Indenture, the consent of each Holder of each Class) materially and adversely affected thereby and subject to the satisfaction of certain conditions set forth in the Indenture;

WHEREAS, pursuant to Section 8.2(b) of the Indenture, the Trustee and the Co-Issuers may, with the consent of a Majority of the Controlling Class and a Majority of the Subordinated Notes, enter into one or more indentures supplemental to the Indenture to modify any Concentration Limit, any

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Reinvestment Requirement, the Collateral Quality Test or any defined term utilized in the determination of the Collateral Quality Test;

WHEREAS, pursuant to Section 8.3(c) of the Indenture any Class of Notes being refinanced will be deemed not to be materially and adversely affected by the terms of the supplemental indenture related to such Refinancing;

WHEREAS, pursuant to (i) Section 9.1(a) of the Indenture, the Required Redemption Percentage has directed the Issuer to cause an Optional Redemption of all Classes of Senior Notes pursuant to an Optional Redemption from Refinancing Proceeds and (ii) Section 8.2 of the Indenture,Holders of 100% of the Aggregate Outstanding Amount of the Subordinated Notes have approved this Supplemental Indenture;

WHEREAS, pursuant to Section 8.3(b) of the Indenture, the Trustee has delivered an initial copy of this Supplemental Indenture to the Asset Manager, the Holders and the Rating Agency not later than 20 Business Days prior to the execution hereof;

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

WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Second Refinancing Note (as defined in Section 1(a) below) on the Second Refinancing Date will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee.

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

SECTION 1. Terms of the Second Refinancing Notes and Amendments to the Indenture.

(a) The Applicable Issuers shall issue replacement notes (referred to herein as the "Second Refinancing Notes") the proceeds of which shall be used to redeem all Classes of Senior Notes issued on July 24, 2017 under the Indenture (such Notes, the "Refinanced Notes"), which Second Refinancing Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows:

Second Refinancing Notes

Class Designation A-R2 B-R2 C-R2 D-R2 E-R2

Original Principal Amount($)(1)

[_] [_] [_] [_] [_]

Stated Maturity (Payment Date in)

[July 2029] [July 2029] [July 2029] [July 2029] [July 2029]

Interest Rate Reference Rate + [_]%

Reference Rate + [_]%

Reference Rate + [_]%

Reference Rate + [_]%

Reference Rate + [_]%

Expected Initial Rating:S&P "[AAA] (sf)" "[AA] (sf)" "[A] (sf)" "[BBB] (sf)" "[BB] (sf)"

Ranking:Pari Passu Classes None None None None NoneHigher Ranking Classes None A-R2 A-R2, B-R2 A-R2, B-R2, C-R2 A-R2, B-R2, C-

R2, D-R2

Lower RankingClasses

B-R2, C-R2, D-R2, E-R2,

C-R2, D-R2, E-R2, Subordinated

D-R2, E-R2, Subordinated

E-R2,Subordinated

Subordinated

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Class Designation A-R2 B-R2 C-R2 D-R2 E-R2

Subordinated Notes

Notes Notes Notes Notes

Deferred Interest Notes No No Yes Yes Yes

Re-Pricing Eligible No Yes No Yes Yes

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

Authorized Denomination ($)Minimum (integral multiple)

[250,000](1)

[250,000](1)

[250,000](1)

[250,000](1)

[750,000](1)

(1) As of the Second Refinancing Date.

(b) The issuance date of the Second Refinancing Notes shall be [_], 2020 (the "Second Refinancing Date") and the Redemption Date of the Refinanced Notes shall also be [_], 2020. Payments on the Second Refinancing Notes issued on the Second Refinancing Date will be made on each Payment Date, commencing on the Payment Date in [April] 2020.

(c) Effective as of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Indenture attached as Annex A hereto.

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

SECTION 2. Issuance and Authentication of Second Refinancing Notes; Cancellation of Refinanced Notes.

(a) The Applicable Issuers hereby direct the Trustee to deposit in the Collection Account and transfer to the Payment Account the proceeds of the Second Refinancing Notes and any other available funds available for distribution on the Second Refinancing Date in an amount necessary to pay the Redemption Prices of the Refinanced Notes and any related expenses and other amounts referred to in Section 9.1(d) of the Indenture (as identified by, or on behalf of, the Issuer), in each case, in accordance with Section 9.3 of the Indenture and the Priority of Payments. For the avoidance of doubt, no PaymentDate Report shall be required to be prepared for the Second Refinancing Date.

(b) The Second Refinancing Notes shall be issued as Global Securities and Certificated Securities and shall be executed by the Applicable Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following:

(i) Officers' Certificate of the Applicable Issuers Regarding Corporate Matters. An Officer's certificate of each of the Co-Issuers (A) evidencing the authorization by Resolution of the execution and delivery of this Supplemental Indenture, the Second Refinancing Placement Agreement and the execution, authentication and delivery of the Second Refinancing Notesapplied for by it and (B) certifying that (1) the attached copy of such Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Second Refinancing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

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(ii) Governmental Approvals. From each of the Co-Issuers either (A) an Officer's certificate of the Applicable Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of such Applicable Issuer that the Trustee is entitled to rely thereon to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Second Refinancing Notes or (B) an Opinion of Counsel of such Applicable Issuer that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Second Refinancing Notesexcept as has been given (provided that the opinions delivered pursuant to clauses (iii) and (iv)below may satisfy the requirement).

(iii) U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S. counsel to the Co-Issuers, dated the Second Refinancing Date.

(iv) Cayman Counsel Opinion. An opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Second Refinancing Date.

(v) Trustee Counsel Opinion. An opinion of Alston & Bird LLP, U.S. counsel to the Trustee, dated the Second Refinancing Date.

(vi) Officers' Certificates of Applicable Issuers Regarding Indenture. An Officer's certificate of each of the Co-Issuers stating that, to the best of the signing Officer's knowledge, (A) the Applicable Issuer is not in default under the Indenture (as amended by this Supplemental Indenture), (B) the issuance of the Second Refinancing 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, (C)no Event of Default shall have occurred and be continuing, (D) all of the representations and warranties given by it and contained in the Indenture are true and correct as of the Second Refinancing Date, (E) all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of the Second Refinancing Notes applied forby it have been complied with and (F) that all expenses due or accrued with respect to the offering of such Second Refinancing Notes or relating to actions taken on or in connection with the Second Refinancing Date have been paid or reserves therefor have been made.

(vii) Rating Letter. An Officer's certificate of the Issuer to the effect that it has received a letter from the Rating Agency and confirming that the Rating Agency's rating of the Second Refinancing Notes is as set forth in Section 1(a) of this Supplemental Indenture.

(c) On the Redemption Date specified above, all Global Securities representing the Refinanced Notes shall be deemed to be surrendered for transfer and shall be cancelled in accordance with Section 2.8 of the Indenture.

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SECTION 3. Consent of the Holders of the Second Refinancing Notes.

(a) Each Holder or beneficial owner of a Second Refinancing Note, by its acquisition thereof on the Second Refinancing Date, shall be deemed to agree to the Indenture, as amended hereby, set forth in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof.

(b) By its purchase of the Second Refinancing Notes issued hereunder, each Holder and the parties hereto acknowledge certain conflicts of interest which exist with respect to the Asset Manager as discussed more fully in the final Offering Circular, dated [_], 2020 and pertaining to the Second Refinancing Notes, under the heading titled "Risk Factors—Relating to Certain Conflicts of Interest—The Issuer will be subject to various conflicts of interest involving the Asset Manager, the Retention Holder and their Affiliates".

SECTION 4. Governing Law.

THIS SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 5. Execution in Counterparts.

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

SECTION 6. Concerning the Trustee.

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

SECTION 7. Limited Recourse; Non-Petition.

Notwithstanding any other provision of this Supplemental Indenture, the obligations of the Issuer and Co-Issuer under the Notes and the Indenture as supplemented by this Supplemental Indenture are limited recourse obligations of the Issuer and Co-Issuer payable solely from the Collateral in accordance with the Priority of Payments. Following realization of the Collateral and distribution of proceeds in the manner provided in the Priority of Payments, any obligations of the Issuer and Co-Issuer and any claims of the Trustee, the Holders, any other Secured Parties and any third-party beneficiaries of the Indenture against the Co-Issuers shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Securities or the Indenture against any Transaction Party (other than the Issuer and the Co-Issuer) or any of the Officers, directors, employees, shareholders, agents, partners, members, managers, authorized persons, incorporators, Affiliates, successors or assigns of a Transaction Party or of the Issuer or the Co-Issuer for any amounts payable

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under the Securities or the Indenture. It is understood that the foregoing provisions of this Section 7 shall not (i) prevent recourse to the Collateral in the manner provided herein for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes (to the extent that they evidence debt) or secured by the Indenture until such Collateral has been realized and proceeds distributed in accordance with the Priority of Payments, whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that the foregoing provisions of this Section 7shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Securities or the Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity. Notwithstanding any other provision of this Supplemental Indenture, none of the Trustee, any beneficial owner or Holder of Notes, any other Secured Party or any third-party beneficiary of the Indenture, may, prior to the date which is one year (or if longer the applicable preference period then in effect) plus one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer or the Co-Issuer, any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Nothing in this Section 7 shall preclude, or be deemed to estop, the Trustee (A) from taking any action prior to the expiration of the aforementioned period in (1) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer or (2) any involuntary insolvency proceeding filed or commenced by a Person other than the Trustee, or (B) from commencing against the Issuer or the Co-Issuer or any of its property any legal action that is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or similar proceeding.

SECTION 8. No Other Changes.

Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.

SECTION 9. Execution, Delivery and Validity.

Each of the Co-Issuers represents and warrants to the Trustee that (i) this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and (ii) the execution of this Supplemental Indenture is authorized or permitted under the Indenture and all conditions precedent thereto have been satisfied.

SECTION 10. Binding Effect.

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

SECTION 11. Direction to the Trustee.

The Issuer hereby directs the Trustee to execute this Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction.

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

MARINER CLO 2016-3, LTD., as Issuer Executed as a Deed

By: ______________________________________Name:Title:

MARINER CLO 2016-3, LLC, as Co-Issueras Co-Issuer

By: ______________________________________Name:Title:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: ______________________________________Name:Title:

AGREED AND CONSENTED TO:

MARINER INVESTMENT GROUP, LLC, as Asset Manager

By: Name: Title:

Annex A

CONFORMED INDENTURE

Subject to amendment and completion, draft dated February 4, 2020

(Conformed through the Second Supplemental Indenture dated as of [_], 2020)

MARINER CLO 2016-3, LTD.Issuer

MARINER CLO 2016-3, LLCCo-Issuer

AND

U.S. BANK NATIONAL ASSOCIATIONTrustee

INDENTURE

Dated as of August 11, 2016

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. 2Section 1.2 Assumptions as to Collateral Obligations, Etc 59. 62

ARTICLE II

THE SECURITIES

Section 2.1 Forms Generally 61. 64Section 2.2 Authorized Amount; Interest Rate; Stated Maturity; Denominations 61. 65Section 2.3 Execution, Authentication, Delivery and Dating 64. 68Section 2.4 Registration, Registration of Transfer and Exchange 65. 69Section 2.5 Transfer and Exchange of Securities 66. 70Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Securities 82. 86Section 2.7 Payments in Respect of the Securities; Rights Reserved 83. 87Section 2.8 Cancellation 86. 90Section 2.9 Funds for Payments to be Held in Trust 86. 90Section 2.10 Certificated Securities In Event Depository No Longer Available 87. 91Section 2.11 Non-Permitted Holders 87. 91Section 2.12 Additional Notes 88. 92

ARTICLE III

CONDITIONS PRECEDENT; COLLATERAL DELIVERY; AND REPRESENTATIONS

Section 3.1 General Provisions 91. 95Section 3.2 Security for Notes 93. 97Section 3.3 Effective Date; Purchase of Collateral Obligations During Initial

Investment Period 95. 99Section 3.4 Delivery of Pledged Obligations 95. 99Section 3.5 Representations and Warranties Concerning Collateral 96. 100

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture 97. 101

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Section 4.2 Application of Trust Funds 99. 103Section 4.3 Repayment of Funds Held by Paying Agent 99. 103

ARTICLE V

REMEDIES

Section 5.1 Events of Default 100. 104Section 5.2 Acceleration of Maturity; Rescission and Annulment 101. 105Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 102. 106Section 5.4 Remedies 103. 107Section 5.5 Preservation of Collateral 105. 109Section 5.6 Trustee May Enforce Claims Without Possession of Securities 107. 111Section 5.7 Application of Funds Collected 107. 111Section 5.8 Limitation on Suits 107. 111Section 5.9 Unconditional Rights of Holders to Receive Principal and Interest 108. 112Section 5.10 Restoration of Rights and Remedies 109. 113Section 5.11 Rights and Remedies Cumulative 109. 113Section 5.12 Delay or Omission Not Waiver 109. 113Section 5.13 Control by Holders 109. 113Section 5.14 Waiver of Past Defaults 110. 114Section 5.15 Undertaking for Costs 110. 114Section 5.16 Waiver of Stay or Extension Laws 110. 115Section 5.17 Sale of Collateral 111. 115Section 5.18 Action on the Securities 112. 116

ARTICLE VI

THE TRUSTEE

Section 6.1 Certain Duties and Responsibilities 112. 116Section 6.2 Notice of Event of Default or Acceleration 114. 118Section 6.3 Certain Rights of Trustee 114. 118Section 6.4 Authenticating Agents 117. 121Section 6.5 Not Responsible for Recitals or Issuance of Notes 118. 122Section 6.6 May Hold Securities 118. 122Section 6.7 Funds Held in Trust 118. 122Section 6.8 Compensation and Reimbursement 118. 123Section 6.9 Corporate Trustee Required; Eligibility 120. 124Section 6.10 Resignation and Removal; Appointment of Successor 120. 124Section 6.11 Acceptance of Appointment by Successor 121. 125Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee

121. 125Section 6.13 Co-Trustees 121. 125Section 6.14 Certain Duties Related to Delayed Payment of Proceeds 123. 127Section 6.15 Representative for Holders Only; Agent for Other Secured Parties 123. 127

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Section 6.16 Withholding 123. 127

ARTICLE VII

COVENANTS

Section 7.1 Payment of Principal and Interest 124. 128Section 7.2 Maintenance of Office or Agency 124. 128Section 7.3 Paying Agents 124. 128Section 7.4 Existence of the Co-Issuers 126. 130Section 7.5 Protection of Collateral 126. 130Section 7.6 Opinions as to Collateral 128. 132Section 7.7 Performance of Obligations 128. 132Section 7.8 Negative Covenants 128. 132Section 7.9 Statement as to Compliance 130. 134Section 7.10 Co-Issuers May Consolidate, etc., Only on Certain Terms 130. 134Section 7.11 Successor Substituted 132. 136Section 7.12 No Other Business 132. 136Section 7.13 Notice of Changes in Ratings 132. 136Section 7.14 Reporting 133. 136Section 7.15 Calculation Agent 133. 137

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures without Consent of Holders 134. 137Section 8.2 Supplemental Indentures with Consent of Holders 137. 141Section 8.3 Execution of Supplemental Indentures 138. 142Section 8.4 Effect of Supplemental Indentures 140. 144Section 8.5 Reference in Notes to Supplemental Indentures 141. 144Section 8.6 Re-Pricing Amendment 141. 145

ARTICLE IX

REDEMPTION

Section 9.1 Optional Redemption; Election to Redeem 141. 145Section 9.2 Notice of Optional Redemption; Cancellation 144. 148Section 9.3 Notes Payable on Redemption Date 145. 149Section 9.4 Re-Pricing of the Notes 146. 150

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ARTICLE X

ACCOUNTS, ACCOUNTINGS, RELEASES AND PAYMENTS

Section 10.1 Collection; General Account Requirements 149. 153Section 10.2 Collection Account 150. 154Section 10.3 Additional Accounts 152. 155Section 10.4 Reports by Trustee 155. 159Section 10.5 Accountings 155. 159Section 10.6 Release of Collateral 157. 161Section 10.7 Reports by Independent Accountants 158. 161Section 10.8 Reports to the Rating Agency 159. 162Section 10.9 Tax Matters 159. 163

ARTICLE XI

APPLICATION OF PROCEEDS

Section 11.1 Disbursements from the Payment Account 164. 168Section 11.2 Disbursements for Certain Expenses 170. 173Section 11.3 Disbursements for Repurchase of Notes 170. 173Section 11.4 Contributions 170. 173

ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS; SUBSTITUTION

Section 12.1 Sale of Collateral Obligations 170. 174Section 12.2 Reinvestment Requirements and Trading Restrictions 174. 177Section 12.3 Conditions Applicable to All Transactions Involving Sale or Grant 177. 181

ARTICLE XIII

HOLDERS' RELATIONS

Section 13.1 Subordination 178. 181Section 13.2 Standard of Conduct 179. 182Section 13.3 Information Regarding Holders 179. 182Section 13.4 Notices and Reports to Holders; Waiver 180. 183Section 13.5 Holder Meetings 181. 184

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ARTICLE XIV

MISCELLANEOUS

Section 14.1 Form of Documents Delivered to Trustee 181. 185Section 14.2 Acts of Holders; Voting Rights 182. 185Section 14.3 Notices to Certain Designated Persons Other Than Holders 183. 186Section 14.4 Notices to the Rating Agency; Rule 17g-5 Procedures 184. 187Section 14.5 Effect of Headings and Table of Contents 185. 188Section 14.6 Successors and Assigns 185. 189Section 14.7 Benefits of Indenture 185. 189Section 14.8 Governing Law 186. 189Section 14.9 Submission to Jurisdiction 186. 189Section 14.10 Counterparts 186. 189Section 14.11 Liability of Co-Issuers 186. 189Section 14.12 Severability 186. 190Section 14.13 Waiver of Jury Trial 186. 190

ARTICLE XV

ASSET MANAGEMENT

Section 15.1 Assignment of Asset Management Agreement 187. 190Section 15.2 Standard of Care Applicable to Asset Manager 187. 191

Schedule A-1 Moody's Industry Classification Group ListSchedule A-2 S&P Industry ClassificationsSchedule B Moody's Rating ScheduleSchedule C S&P Rating ScheduleSchedule D S&P CDO Monitor ScheduleSchedule E Calculation of Diversity ScoreSchedule F Content of Monthly ReportSchedule G Content of Payment Date Report

Exhibit AExhibit A-1 Form of Class ASenior NoteExhibit A-2 Form of Class B NoteExhibit A-4 Form of Class C NoteExhibit A 5 Form of Class D NoteExhibit A 6 Form of Class E NoteExhibit A 7 Form of Subordinated Note

Exhibit BExhibit B 1 Form of Certificate (for Transfer to Rule 144A Global Securities)Exhibit B 2 Form of Certificate (for Transfer to Regulation S Global Securities)

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Exhibit B 3 Form of Certificate (for Transfer to Certificated Securities)Exhibit B 4 Form of Certificate (for Exchange of Certificated Securities)Exhibit C Form of Certifying Person CertificateExhibit D Form of Account Agreement

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INDENTURE

INDENTURE, dated as of August 11, 2016 between:

MARINER CLO 2016-3, LTD., an exempted company incorporated with limitedliability and existing under the laws of the Cayman Islands (the "Issuer") and

MARINER CLO 2016-3, LLC, a limited liability company organized and existingunder the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the"Co-Issuers") and

U.S. BANK NATIONAL ASSOCIATION, a national banking association, astrustee (herein, together with its permitted successors in the trusts hereunder, the "Trustee").

PRELIMINARY STATEMENT

Each of the Co-Issuers is duly authorized to execute and deliver this Indenture toprovide for the Notes issuable and secured as provided in this Indenture. All covenants andagreements made by each of the Co-Issuers herein are for the benefit of the Holders and theTrustee and the security of the Secured Parties. Each of the Co-Issuers is entering into thisIndenture, and the Trustee is accepting the trusts created hereby, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of each of theCo-Issuers in accordance with its terms have been done.

GRANTING CLAUSES

I. Subject to the priorities and the exclusions, if any, specified below in thisGranting Clause, the Issuer hereby Grants to the Trustee, for the benefit and security of eachSecured Party (to the extent of its interest hereunder, including under the Priority of Payments),all of its right, title and interest in, to and under, in each case, whether now owned or existing, orhereafter acquired or arising, in each case as defined in the UCC, accounts, chattel paper,commercial tort claims, deposit accounts, documents, general intangibles, goods, instruments,investment property, letter-of-credit rights and other property of any type or nature in which theIssuer has an interest, including all proceeds (as defined in the UCC) with respect to theforegoing (subject to the exclusions noted below, the "Collateral"). Such Grants include, but arenot limited to the Issuer's interest in and rights under:

the Collateral Obligations and Equity Securities and all payments thereon(a)or with respect thereto,

each Account, including Eligible Investments purchased with funds on(b)deposit therein, and all income from the investment of funds therein,

the Asset Management Agreement, the Account Agreement, the(c)Administration Agreement and the Collateral Administration Agreement,

cash, and(d)

all proceeds with respect to the foregoing.(e)

Such Grants exclude the Excepted Property.

Such Grants are made in trust to secure the Senior Notes equally and ratablywithout prejudice, priority or distinction between any Senior Note and any other Senior Note byreason of difference of time of issuance or otherwise, except as expressly provided in thisIndenture, and to secure, in accordance with the priorities set forth in the Priority of Payments,(A) the payment of all amounts due on the Senior Notes in accordance with their terms, (B) thepayment of all other sums payable under this Indenture or any other Transaction Document toany Secured Party and (C) compliance with the provisions of this Indenture, all as provided inthis Indenture (collectively, the "Secured Obligations").

II. The Trustee acknowledges such Grants, accepts the trusts hereunder inaccordance with the provisions hereof and agrees to perform all of its duties herein in accordancewith the terms hereof.

ARTICLE I

DEFINITIONS

Definitions.Section 1.1

Except as otherwise specified herein or as the context may otherwise require, thefollowing terms have the respective meanings set forth below for all purposes of this Indenture,and the definitions of such terms are equally applicable both to the singular and plural forms ofsuch terms and to the masculine, feminine and neuter genders of such terms. Whenever anyreference is made to an amount the determination of which is governed by Section 1.2, theprovisions of Section 1.2 shall be applicable to such determination or calculation, unless someother method of calculation or determination is expressly specified in the particular provision.

"Accelerated Amounts": The meaning specified in Section 5.2(a).

"Account": Each of the Collection Account, the Payment Account, the ExpenseReserve Account, the Custodial Account, the Credit Facility Reserve Account, the InterestReserve Account and the Uninvested Proceeds Account.

"Account Agreement": An agreement in substantially the form of Exhibit Dhereto.

"Accredited Investor": Any Person that, at the time of its acquisition, purportedacquisition or proposed acquisition of Securities, is an "accredited investor" for purposes of Rule501(a) of Regulation D under the Securities Act that is not also a Qualified Institutional Buyer.

"Act": The meaning specified in Section 14.2.

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"Additional Junior Notes": The meaning specified in Section 2.12(a).

"Additional Mezzanine Notes": The meaning specified in Section 2.12(a).

"Additional Notes": Any Additional Mezzanine Notes, Additional SubordinatedNotes, Replacement Notes and Re-Pricing Replacement Notes.

"Additional Notes Closing Date": The closing date for the issuance of anyAdditional Notes pursuant to Section 2.12 as set forth in a supplemental indenture pursuant toArticle VIII.

"Additional Subordinated Notes": The meaning specified in Section 2.12(a).

"Administration Agreement": The Administration Agreement between theAdministrator (as administrator and share owner) and the Issuer, as amended from time to time inaccordance with its terms.

"Administrative Expense Senior Cap": With respect to any Payment Date the sumof (i) 0.02% per annum of the Fee Basis as of the first day of the Interest Period immediatelypreceding such Payment Date and (ii) $175,000 per annum minus Administrative SeniorExpenses paid during the 12 month period ending on the related Payment Date (or, if shorter, theperiod beginning on the Closing Date and ending on such Payment Date) or, with respect to thisclause (ii), if an Event of Default has occurred and is continuing, such higher amount as may beagreed between the Trustee and a Majority of the Controlling Class.

"Administrative Expenses": Amounts (including indemnification payments) dueor accrued with respect to any Payment Date and payable by the Issuer or the Co-Issuer pursuantto this Indenture and the documents delivered pursuant to or in connection with this Indentureand the Securities, in the following order of priority: to (a)(i) the Trustee pursuant to Section 6.8;then (ii) the Bank in all its capacities, including as Collateral Administrator; then (iii) theAdministrator under the Administration Agreement; and then (iv) the Rating Agency for fees andexpenses in connection with any rating of the Notes and the Collateral Obligations (includingfees related to surveillance, credit estimates and monitoring of ratings), and then, (b) in the orderof priority determined by the Asset Manager to (i) the Independent accountants, agents, valuationservices and counsel of the Issuer for fees and expenses; (ii) the Asset Manager for expenses andother payments under this Indenture and the Asset Management Agreement; (iii) any Person inrespect of any fees or expenses in connection with any application for listing of any Securities orany withdrawal of any such application; (iv) any Person in respect of any governmental fee,charge or tax (including any expenses related to Tax Account Reporting Rules Compliance andother tax compliance); (v) any unpaid expenses related to a Refinancing, Re-Pricing or theissuance of Additional Notes or any reserve for expenses related to a Refinancing, Re-Pricing orthe issuance of Additional Notes; (vi) any amounts reserved for expenses in connection with anOptional Redemption or the discharge of this Indenture; (vii) any fees of any registered agent orcorporate services supplier; (viii) any reserve established for Dissolution Expenses in connectionwith a redemption or discharge of this Indenture or following an Event of Default; and (ix) any

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Person in respect of any other fees, expenses, or other payments; provided that AdministrativeExpenses shall not include any Asset Management Fee.

"Administrative Senior Expenses": Administrative Expenses paid pursuant toclauses (ii) of the Priority of Interest Proceeds, (i)(A) of the Priority of Principal Proceeds and (ii)of the Priority of Post-Acceleration Proceeds or between Payment Dates as permitted in Section11.2.

"Administrator": Estera Trust (Cayman) Limited, or any successor administratorwith respect to the Issuer.

"Adjustment Period": The meaning specified in Section 10.9(j)(iii).

"Affected Class": Any Class of Senior Notes that, as a result of the occurrence ofa Tax Event, has received or will receive less than the aggregate amount of principal and interestthat would otherwise have been payable to such Class on the Payment Date related to theCollection Period during or after such Tax Event occurs.

"Affiliate" or "Affiliated": With respect to a Person, (i) any other Person who,directly or indirectly, is in control of, controlled by, or under common control with, such Personor (ii) any other Person who is a director, Officer or employee of (a) such Person, or (b) any suchother Person described in clause (i) above. For the purposes of this definition, control of aPerson shall mean the power, direct or indirect, (x) to vote more than 50% of the securitieshaving ordinary voting power for the election of directors of such Person, or (y) to direct or causethe direction of the management and policies of such Person whether by contract or otherwise.Notwithstanding the foregoing, neither of the Co-Issuers shall be deemed to be an Affiliate of (A)the other; (B) the Asset Manager or any of its Affiliates solely by reason of the AssetManagement Agreement; (C) any owner of Manager Securities solely by reason of suchownership or (D) the Administrator or the Share Trustee or any other special purpose vehiclecontrolled by either of them solely by reason of this Indenture or services provided in respect ofany transaction contemplated hereby, and the Asset Manager and its Affiliates shall not be treatedas an Affiliate of any account or fund (or any directors thereof) solely as a result of investmentservices provided to such account or fund.

"Agent": Each of the Trustee, the initial Paying Agents, the Calculation Agent,the Authenticating Agent, the Transfer Agent, the Indenture Registrar and any additional PayingAgent appointed pursuant to this Indenture.

"Agent Member": Members of or participants in a Depository.

"Aggregate Outstanding Amount": With respect to any (i) Senior Notes, theaggregate principal amount of such Outstanding Notes (including any Deferred Interestpreviously added to the principal amount of such Notes and which remains unpaid); and (ii)Subordinated Notes, the initial aggregate principal amount of such Outstanding SubordinatedNotes.

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"Aggregate Principal Balance": When used with respect to any PledgedObligations, the sum of the Principal Balances of all such Pledged Obligations on the date ofdetermination.

"AML Compliance": Compliance with the Cayman AML Regulations.

"Applicable Issuer": With respect to (a) the Co-Issued Notes, the Co-Issuers and(b) the Issuer Only Notes, the Issuer.

"Applicable Legend": With respect to any Class of Notes, the legend set forth inExhibits A-1 through A-7,2, as applicable.

"Applicable Notes": The Classes of Notes specified in the definition of theapplicable Overcollateralization Test, Interest Coverage Test or as the context otherwise requires.

"Asset Management Agreement": The Asset Management Agreement, dated as ofthe Closing Date, between the Issuer and the Asset Manager, as amended from time to time inaccordance with the terms thereof.

"Asset Management Fees": The Asset Management Senior Fee, the AssetManagement Subordinated Fee and the Asset Management Incentive Fee Amount, including anysuch fee that has been deferred because amounts were not available under the Priority ofPayments on any prior Payment Date and any Deferred Fees, in each case that have not beenrepaid.

"Asset Management Incentive Fee Amount": On each Payment Date,commencing on the Payment Date on which the Target Return has been achieved, an amountpayable pursuant to Sections 11.1(a)(xxi); 11.1(b)(iii)(D) and (iv)(D) and 11.1(c)(xii) and subjectto the conditions of the Asset Management Agreement.

"Asset Management Senior Fee": The fee payable to the Asset Manager in arrearson each Payment Date in accordance with the Priority of Payments and the Asset ManagementAgreement, in an amount equal to 0.20% per annum of the Fee Basis as of the first day of therelated Collection Period.

"Asset Management Subordinated Fee": The fee payable to the Asset Manager inarrears on each Payment Date in accordance with the Priority of Payments and the AssetManagement Agreement, in an amount equal to 0.20% per annum of the Fee Basis as of the firstday of the related Collection Period.

"Asset Manager": Mariner Investment Group, LLC, a limited liability companyorganized under the laws of Delaware, until a successor Person shall have become the AssetManager pursuant to the applicable provisions of the Asset Management Agreement, andthereafter "Asset Manager" shall mean such successor Person.

"Assumed Reinvestment Rate": With respect to any Account or fund securing theNotes, the greater of (i) 0.00% and (ii) LIBOR minus 0.25% per annum.

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"Audit Adjustment": The meaning specified in Section 10.9(j)(iii).

"Authenticating Agent": With respect to the Notes, the Person designated by theTrustee to authenticate such Notes on behalf of the Trustee pursuant to Section 6.4 hereof.

"Authorized Denomination": With respect to any Class, the minimumdenomination and integral multiple specified in Section 2.2.

"Authorized Officer": With respect to either of the Co-Issuers, any Officer who isauthorized to act for it in matters relating to, and binding upon, it or, in respect of particularmatters for which the Asset Manager has authority to act on behalf of the Issuer and in respect ofwhich matters the Asset Manager has determined to act on behalf of the Issuer, any Officer,employee or agent of the Asset Manager who is authorized to act for the Asset Manager. Withrespect to the Asset Manager, any Officer, member, employee or agent of the Asset Manager whois authorized to act for the Asset Manager in matters relating to, and binding upon, the AssetManager with respect to the subject matter of the request, certificate or order 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 (includingcontact information and email addresses) of the authority of any other party as conclusiveevidence of the authority of any Person to act, and such certification may be considered as in fullforce and effect until receipt by such other party of written notice to the contrary.

"Balance": On any date, with respect to Eligible Investments in any account, theaggregate of the (a) current balance of cash, demand deposits, time deposits, certificates ofdeposit and federal funds; (b) principal amounts of (i) interest-bearing corporate securities,government securities and commercial paper and (ii) money market accounts; and (c) purchaseprice (but not greater than the face amount) of non-interest-bearing corporate securities,government securities and commercial paper.

"Bank": U.S. Bank National Association, a national banking association (orsuccessor thereto as Trustee under this Indenture).

"Bankruptcy Code": The United States bankruptcy code, as set forth in Title 11 ofthe United States Code §§101 et seq., as amended.

"Bankruptcy Event": Either (a) an involuntary proceeding has beencommenced or an involuntary petition has been filed seeking (i) liquidation, reorganization orother relief in respect of either of the Co-Issuers of its debts, or of a substantial part of its assets,under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) theappointment of a receiver, trustee, custodian, sequestrator, conservator or similar official foreither of the Co-Issuers or for a substantial part of its assets, and, in any such case, suchproceeding or petition has continued undismissed for 60 days; or an order or decree approving orordering any of the foregoing shall be entered; or (b) either of the Co-Issuers or its respectiveshareholder or member (i) has commenced a voluntary proceeding (or consented to or has notcontested such a proceeding in a timely and appropriate matter) seeking (A) liquidation,reorganization or other relief under any bankruptcy, insolvency, receivership or similar law now

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or hereafter in effect or (B) the appointment of a receiver, trustee, custodian, sequestrator,conservator or similar official for either of the Co-Issuers or for a substantial part of its assets; (ii)has made a written admission that it is unable to pay its debts generally as they become due; (iii)has made a general assignment for the benefit of creditors or (iv) has taken any action for thepurpose of effecting any of the foregoing.

"Bankruptcy Law": The federal Bankruptcy Code, Title 11 of the United StatesCode, as amended from time to time, Part V of the Companies Law (20162020 Revision) of theCayman Islands, the Companies Winding Up Rules, 2008 of the Cayman Islands and theBankruptcy Law (1997 Revision) of the Cayman Islands, each as amended from time to time andany bankruptcy, insolvency, winding-up, reorganization or similar law in effect in any applicablejurisdiction.

"Bankruptcy Subordination Agreement": The meaning specified in Section5.4(d)(iii).

"Benefit Plan Investor": Any of (a) an employee benefit plan (as defined inSection 3(3) of ERISA) subject to the fiduciary responsibility responsibilities of Title I ofERISA, (b) a plan described in Section 4975(e)(1) of the Code to which Section 4975 of theCode applies or (c) any other entity whose underlying assets include, or are deemed for purposesof ERISA or the Code to include, plan assets by reason of an employee benefit plan's or a plan'sinvestment in the entity within the meaning of the Plan Asset Regulation or otherwise.

"Bridge Loan": Any Loan or other obligation that (i) is incurred in connectionwith a merger, acquisition, consolidation, sale of all or substantially all of the assets of a Person,restructuring, recapitalization or similar transaction and (ii) by its terms, is required to be repaidwithin one year of the incurrence thereof with proceeds from additional borrowings or otherrefinancings (other than any additional borrowing or refinancing for which one or more financialinstitutions have provided the underlying obligor of such debt obligation with a binding writtencommitment to provide the same).

"Business Day": A day on which commercial banks and foreign exchangemarkets settle payments in New York, New York and any other city in which the Corporate TrustOffice of the Trustee is located (which initially will be Houston, Texas); with respect to anypayment to be made by a Paying Agent, the city in which such Paying Agent is located; and, withrespect to the final payment on any Security, the place of presentation and surrender of suchSecurity.

"Caa Excess Haircut": If the Caa Excess Value is greater than zero, the sum of (a)the Caa Excess Value multiplied by (b) the greater of (i) 100% minus the Market Value of eachCaa Obligation included in the Caa Excess Value and (ii) 0%, otherwise, 0.

"Caa Excess Value": The excess, if any, by which the Aggregate PrincipalBalance of all Caa Obligations exceeds 7.5% of the Collateral Principal Balance; provided that,in determining which of the Caa Obligations shall be included in the Caa Excess Value, the CaaObligations with the lowest current Market Value shall be deemed to constitute such Caa ExcessValue.

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"Caa Obligation": Any Collateral Obligation other than a Defaulted Obligationwith a Moody's Rating lower than "B3."

"Caa/CCC Excess Haircut": The greater of (a) the Caa Excess Haircut and (b) theCCC Excess Haircut.

"Calculation Agent": The meaning specified in Section 7.15(a).

"Cayman AML Regulations": The Anti-Money Laundering Regulations (2018Revision) and The Guidance Notes on the Prevention and Detection of Money Laundering andTerrorist Financing in the Cayman Islands, each as amended and revised from time to time.

"Cayman-US IGA": The intergovernmental agreement between the CaymanIslands and the United States signed on November 29, 2013 (including any implementinglegislation, rules, regulations and guidance notes), as the same may be amended from time totime.

CCC Excess Haircut": If the CCC Excess Value is greater than zero, the sum of(a) the CCC Excess Value multiplied by (b) the greater of (i) 100% minus the Market Value ofeach CCC Obligation included in the CCC Excess Value and (ii) 0%, otherwise, 0.

"CCC Excess Value": The excess, if any, by which the Aggregate PrincipalBalance of all CCC Obligations exceeds 7.5% of the Collateral Principal Balance; provided that,in determining which of the CCC Obligations shall be included in the CCC Excess Value, theCCC Obligations with the lowest current Market Value shall be deemed to constitute such CCCExcess Value.

"CCC Obligation": Any Collateral Obligation other than a Defaulted Obligationwith an S&P Rating lower than "B-".

"Certificate of Authentication": The meaning specified in Section 2.3(f).

"Certificated Security": With respect to (a) the Notes, any Note issued indefinitive, fully registered form without interest coupons and (b) the Collateral, the meaningspecified in Article 8 of the UCC.

"Certifying Person": Any Person that certifies that it is the owner of a beneficialinterest in a Global Security (a) substantially in the form of Exhibit C or, (b) with respect to anAct of Holders or exercise of Voting Rights, including any amendment pursuant to Section 8.2,in the form required by the applicable consent form.

"Class": All of the Notes having the same Interest Rate, Stated Maturity anddesignation pursuant to Section 2.2; provided, that each Pari Passu Class will be treated as aseparate Class for purposes of Refinancing and Re-Pricing. With respect to any Vote, Pari PassuClasses that are entitled to Vote on a matter will Vote together as a single class except inconnection with any supplemental indenture that affects the one such class in a manner that ismaterially different from the effect of such supplemental indenture on the other such class.

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"Class A Notes": (x) Prior to the Refinancing Date, the Class A Floating RateNotes issued on the Closing Date and, (y) on and after the Refinancing Date, the Class A-R butprior to the Second Refinancing Date, the Class A-R Notes and (z) on and after the SecondRefinancing Date, the Class A-R2 Notes.

"Class A/B Coverage Tests": Together, the Class A/B Overcollateralization Testand the Class A/B Interest Coverage Test.

"Class A/B Interest Coverage Test": The Interest Coverage Test applied to theClass A Notes and the Class B Notes, collectively.

"Class A/B Overcollateralization Test": The Overcollateralization Test applied tothe Class A Notes and the Class B Notes, collectively.

"Class A-R Notes": The Class A-R Floating Rate Notes issued pursuant to thisIndenture and having the characteristics specified in Section 2.2.

"Class A-R2 Notes": The Class A-R2 Floating Rate Notes issued on the SecondRefinancing Date pursuant to this Indenture and having the characteristics specified in Section2.2.

"Class B Notes": (x) Prior to the Refinancing Date, the Class B Floating RateNotes issued on the Closing Date and, (y) on and after the Refinancing Date, the Class B-R butprior to the Second Refinancing Date, the Class B-R Notes and (z) on and after the SecondRefinancing Date, the Class B-R2 Notes.

"Class B-R Notes": The Class B-R Floating Rate Notes issued pursuant to thisIndenture and having the characteristics specified in Section 2.2.

"Class B-R2 Notes": The Class B-R2 Floating Rate Notes issued on the SecondRefinancing Date pursuant to this Indenture and having the characteristics specified in Section2.2.

"Class C Coverage Tests": Together, the Class C Overcollateralization Test andthe Class C Interest Coverage Test.

"Class C Interest Coverage Test": The Interest Coverage Test applied to the ClassC Notes.

"Class C Notes": (x) Prior to the Refinancing Date, the Class C MezzanineDeferrable Floating Rate Notes issued on the Closing Date and, (y) on and after the RefinancingDate, the Class C-R but prior to the Second Refinancing Date, the Class C-R Notes and (z) onand after the Second Refinancing Date, the Class C-R2 Notes.

"Class C Overcollateralization Test": The Overcollateralization Test applied tothe Class C Notes.

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"Class C-R Notes": The Class C-R Mezzanine Deferrable Floating Rate Notesissued pursuant to this Indenture and having the characteristics specified in Section 2.2.

"Class C-R2 Notes": The Class C-R2 Mezzanine Deferrable Floating Rate Notesissued on the Second Refinancing Date pursuant to this Indenture and having the characteristicsspecified in Section 2.2.

"Class D Coverage Tests": Together, the Class D Overcollateralization Test andthe Class D Interest Coverage Test.

"Class D Interest Coverage Test": The Interest Coverage Test applied to the ClassD Notes.

"Class D Notes": (x) Prior to the Refinancing Date, the Class D MezzanineDeferrable Floating Rate Notes issued on the Closing Date and, (y) on and after the RefinancingDate, the Class D-R but prior to the Second Refinancing Date, the Class D-R Notes and (z) onand after the Second Refinancing Date, the Class D-R2 Notes.

"Class D Overcollateralization Test": The Overcollateralization Test applied tothe Class D Notes.

"Class D-R Notes": The Class D-R Mezzanine Deferrable Floating Rate Notesissued pursuant to this Indenture and having the characteristics specified in Section 2.2.

"Class D-R2 Notes": The Class D-R2 Mezzanine Deferrable Floating Rate Notesissued on the Second Refinancing Date pursuant to this Indenture and having the characteristicsspecified in Section 2.2.

"Class E Coverage Test": Together, the Class E Overcollateralization Test andthe Class E Interest Coverage Test.

"Class E Interest Coverage Test": The Interest Coverage Test applied to the ClassE Notes.

"Class E Notes": (x) Prior to the Refinancing Date, the Class E MezzanineDeferrable Floating Rate Notes issued on the Closing Date and, (y) on and after the RefinancingDate, the Class E-R but prior to the Second Refinancing Date, the Class E-R Notes and (z) onand after the Second Refinancing Date, the Class E-R2 Notes.

"Class E Overcollateralization Test": The Overcollateralization Test applied tothe Class E Notes.

"Class E-R Notes": The Class E-R Mezzanine Deferrable Floating Rate Notesissued pursuant to this Indenture and having the characteristics specified in Section 2.2.

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"Class E-R2 Notes": The Class E-R2 Mezzanine Deferrable Floating Rate Notesissued on the Second Refinancing Date pursuant to this Indenture and having the characteristicsspecified in Section 2.2.

"Clearing Agency": An organization registered as a "clearing agency" pursuant toSection 17A of the Exchange Act.

"Clearing Corporation": (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) anyother entity included within the meaning of "clearing corporation" under Article 8 of the UCC.

"Clearing Corporation Security": A Collateral Obligation that is a Financial Assetthat is registered in the name of a Clearing Corporation or the nominee of such ClearingCorporation and, if a Certificated Security, is in either case held in the custody of such ClearingCorporation.

"Clearstream": Clearstream Banking, société anonyme, or any successor clearingcorporation.

"Closing Certificate": Any certificate given by the Issuer under Section 3.1.

"Closing Date": August 11, 2016.

"Closing Date Par Amount": The amount specified in the Closing Certificate.

"Closing Date Reserve": The amount specified in the Closing Certificate.

"Code": The U.S. Internal Revenue Code of 1986, as amended, and the Treasuryregulations promulgated thereunder.

"Co-Issued Notes": The Class A Notes, the Class B Notes, the Class C Notes andthe Class D Notes.

"Co-Issued Note Tax Opinion": With respect to any action for which thisIndenture specifies this opinion must be delivered, an opinion from nationally recognized taxcounsel to the effect that no Class of Co-Issued Notes will be materially and adversely affectedthereby.

"Co-Issuer": Mariner CLO 2016-3, LLC, a limited liability company existingunder the laws of the State of Delaware, until a successor Person shall become the Co-Issuerpursuant to the applicable provisions of this Indenture, and thereafter "Co-Issuer" shall meansuch successor Person.

"Co-Issuers": The Issuer and the Co-Issuer, collectively.

"Collateral": The meaning specified in Granting Clause I.

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"Collateral Administration Agreement": The Collateral AdministrationAgreement dated as of the Closing Date by and among the Issuer, the Asset Manager and theCollateral Administrator, as amended from time to time in accordance with its terms.

"Collateral Administrator": The Bank, solely in its capacity as CollateralAdministrator under the Collateral Administration Agreement, until a successor Person shallhave become the Collateral Administrator pursuant to the applicable provisions of the CollateralAdministration Agreement, and thereafter "Collateral Administrator" shall mean such successorPerson.

"Collateral Obligation": An obligation that as of the date of the Issuer'scommitment to purchase:

is an assignment of or a Participation in a Senior Secured Loan,(i)Second Lien Loan or an Unsecured Loan;

is not a Corporate Bond, security or Current Pay Obligation;(ii)

is eligible to be sold, assigned or participated to the Issuer and(iii)pledged to the Trustee;

(A) provides for payment in U.S. Dollars and (B) cannot be(iv)converted at the option of the obligor thereof to payment in a different currency;

provides for periodic payments of interest no less frequently than(v)semi-annually (provided that it may provide that such periodic payments bedeferred and capitalized);

is an obligation of an obligor that is Domiciled in a Recovery(vi)Approved Country;

provides for payment of a fixed amount of principal in cash or final(vii)cash payment by the maturity or scheduled expiration thereof and does not by itsterms provide for earlier amortization or prepayment at less than par;

does not have an interest rate that steps-down solely because of the(viii)passage of time;

does not have a stated maturity after the Stated Maturity of the(ix)Notes;

does not require future advances to be made to the obligor in(x)accordance with its Underlying Instrument unless it is a Credit Facility;

is not a Credit Risk Obligation or a Defaulted Obligation;(xi)

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is Registered and has payments that are not subject to U.S. or(xii)non-U.S. withholding tax unless (A) the obligor thereof is required to make"gross–up" payments that cover the full amount of any such withholding tax, (B)the tax is a withholding tax on (x) amendment, waiver, consent and extension feesor (y) commitment fees and other similar fees in respect of Revolving CreditFacilities and Delayed Funding Loans or (C) the tax is imposed pursuant toFATCA;

has an S&P Rating of "CCC-" or higher and does not have an "f,"(xiii)"p," "pi," "sf" or a "t" subscript appended to its long term rating from S&P;

has a Moody's Rating of "Caa3" or higher and does not have an(xiv)"sf" subscript assigned by Moody's;

does not constitute Margin Stock, is not an Equity Security, does(xv)not provide for conversion into or exchange for an Equity Security, is not anobligation attached with a warrant to purchase securities and is not subject to anOffer;

is not a PIK Obligation (other than a Partial PIK Obligation);(xvi)

is not a Bridge Loan or a Middle Market Loan;(xvii)

is not a lease (including a Finance Lease);(xviii)

is not a Synthetic Security or a Structured Finance Obligation;(xix)

is not a letter of credit, does not support or include a letter of credit(xx)and is not an interest in a grantor trust;

is purchased at a price at least equal to 60.0% of its par value; and(xxi)

is not a commodity forward contract.(xxii)

"Collateral Principal Balance": The Aggregate Principal Balance of the PledgedCollateral Obligations and Eligible Principal Investments (without duplication, and excludingany Eligible Principal Investments in the Credit Facility Reserve Account) on the date ofdetermination.

"Collateral Quality Test": Each of the Maximum Moody's Rating Factor Test, theS&P Weighted Average Recovery Rate Test, the S&P CDO Monitor Test and the WeightedAverage Life Test.

"Collection Account": The Interest Collection Account and the PrincipalCollection Account.

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"Collection Period": With respect to any Payment Date (other than anyRedemption Date (other than a Partial Redemption Date), Liquidation Payment Date or theStated Maturity), the period ending on (and including) the related Determination Date (or, in thecase of a Redemption Date (other than a Partial Redemption Date), Liquidation Payment Date orthe Stated Maturity, the Business Day preceding such date) and beginning on (and including) theday after the Determination Date related to the preceding Payment Date (or beginning on theClosing Date, in the case of the first Collection Period). Notwithstanding the foregoing, anyRefinancing Proceeds received in connection with the Refinancing occurring on the RefinancingDate shall be deemed to have been deposited therein during the Collection Period related to suchRefinancing Date.

"Commitment Amount": With respect to any Credit Facility, the sum of theFunded Amount and the maximum aggregate amount of unfunded advances or other extensionsof credit, or payments of principal amounts, at any one time outstanding that the Issuer could berequired to make to the obligor under the Underlying Instruments relating thereto.

"Compounded SOFR": A rate equal to the compounded average of SOFRs for theapplicable Designated Maturity, with such rate, or methodology for such rate, and conventionsfor such rate (which, for example, may be compounded in arrears with a lookback and/orsuspension period as a mechanism to determine the interest amount payable prior to the end ofeach Interest Period or compounded in advance) being established by the Asset Manager inaccordance with the rate, or methodology for this rate, and conventions for this rate selected orrecommended by the Relevant Governmental Body for determining compounded SOFR;provided that if, and to the extent that, the Asset Manager determines that Compounded SOFRcannot be determined in accordance with the foregoing, then the rate, or methodology for thisrate, and conventions for this rate shall be selected by the Asset Manager in its commerciallyreasonable judgment giving due consideration to any industry-accepted market practice forsimilar Dollar-denominated collateralized loan obligation securitization transactions at such time;provided, further, that the Calculation Agent shall calculate such rate solely in accordance withadministrative procedures and directions provided by the Asset Manager.

"Concentration Limits": With respect to the Issuer's commitment to purchaseCollateral Obligations on or after the Effective Date, the Aggregate Principal Balance ofCollateral Obligations described under the related "Collateral Type" is not less than the minimumand does not exceed the maximum limitations (and exceptions and additional requirements)listed in the table below:

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Collateral Type

Minimum(% of theCollateralPrincipalBalance)

Maximum

(% of theCollateralPrincipalBalance)

Exceptions and AdditionalRequirements

(a) Senior Secured Loans and EligiblePrincipal Investments

90.0

(b) Second Lien Loans and UnsecuredLoans

10.0

(c) Partial PIK Obligations 5.0(d) Unfunded Amount of Credit Facilities 5.0(e) Obligations that pay interest lessfrequently than quarterly

5.0

(f) Obligations issued by obligors in anyone industry determined by the S&PIndustry Classifications

10.0 Obligors in up to twoindustries may eachrepresent up to 12.0% andone other may represent upto 14.0%

(g) Obligations of any one obligor(together with affiliated obligors)

2.0 Up to four obligors mayeach constitute up to 2.5%;however, obligations issuedby any one obligor may notexceed 1.0% if suchobligations are not SeniorSecured Loans

(h) Country limitations (based on Domicile) Eligible PrincipalInvestments will be treatedas obligations of U.S.obligors

(i) Countries other than the United States(including its territories and possessions)

20.0

(ii) Countries together other than theUnited States, Canada, the United Kingdomor the Netherlands

10.0

(iii) Canada 10.0(iv) United Kingdom 10.0(v) Australia and the Netherlands,collectively

10.0

(vi) Denmark, France and Germany,collectively

7.5

(vii) Austria, Belgium, Finland, Iceland,Liechtenstein, Luxembourg, New Zealand,Norway, Sweden and Switzerland,collectively

5.0

(viii) Spain 1.0(ix) Tax Jurisdictions 5.0 No single Tax Jurisdiction

may constitute more than3.0%

(i) Cov-Lite Loans 70.0

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Collateral Type

Minimum(% of theCollateralPrincipalBalance)

Maximum

(% of theCollateralPrincipalBalance)

Exceptions and AdditionalRequirements

(j) Obligations with an S&P Rating derivedfrom a Moody's Rating

10.0

(k) Obligations with a Moody's Ratingderived from an S&P Rating

10.0

(l) Fixed Rate Obligations 7.5(m) Participations 20.0 Third Party Credit Exposure

Limits may not be exceeded(n) DIP Loans 5.0(o) Caa Obligations 7.5(p) CCC Obligations 7.5

"Contribution": The meaning specified in Section 11.4(a).

"Contributor": The meaning specified in Section 11.4(a).

"Controlling Class": So long as any Class A Notes are Outstanding, the Class ANotes; then the Class B Notes, so long as any Class B Notes are Outstanding; then the Class CNotes, so long as any Class C Notes are Outstanding; then the Class D Notes, so long as anyClass D Notes are Outstanding; then the Class E Notes, so long as any Class E Notes areOutstanding; and then the Subordinated Notes.

"Controlling Person": The meaning specified in Section 2.5(d).

"Corporate Bond": A publicly issued or privately issued debt obligation that isnot a Loan or a Structured Finance Obligation.

"Corporate Condition": A condition that is satisfied if (a) the Issuer has receivedTax Advice that the Issuer has not been and the Issuer's contemplated activities will not cause theIssuer to be engaged in a trade or business within the United States for U.S. federal income taxpurposes, (b) the Issuer and the Asset Manager (acting on its behalf) will be subject to TaxGuidelines, (c) the Issuer receives a Co-Issued Note Tax Opinion and (d) the Co-Issuers and theTrustee have entered into a supplemental indenture pursuant to Section 8.2(d).

"Corporate Trust Office": The designated corporate trust office of the Trustee,currently located at (a)(i) for purposes of Note transfer issues, 111 Fillmore Avenue, St. Paul,Minnesota 55107-1402, Attention: Bondholder Services – EP-MN-WS2N – Mariner CLO2016-3 and (ii) for all other purposes, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046,Attention: Global Corporate Trust Services – Mariner CLO 2016-3, email:Mariner.team@usbank.com or (b) such other address as the Trustee may designate from time totime by notice to the Noteholders, the Asset Manager, the Administrator and the Issuer.

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"Coverage Tests": Each of the Class A/B Coverage Tests, the Class C CoverageTests, the Class D Coverage Tests, and the Class E Coverage Tests.

"Cov-Lite Loan": Any Collateral Obligation, the Underlying Instruments ofwhich do not (other than with respect to a period of no more than three months followingorigination of such Collateral Obligation):

contain any financial covenants, or(a)

require the borrower thereunder to comply with any Maintenance(b)Covenant (regardless of whether compliance with one or more Incurrence Covenants isotherwise required by such Underlying Instruments);

provided that, for all purposes other than the determination of the S&P Recovery Rate for suchCollateral Obligation, a Collateral Obligation described in clause (a) or (b) above which eithercontains a cross-default provision to, or is parri passu with, or is senior to, another loan of theunderlying obligor which contains a Maintenance Covenant will be deemed not to be a Cov-LiteLoan.

"Credit Amendment": The meaning specified in Section 12.1(h).

"Credit Facility": Each Revolving Credit Facility and Delayed Funding Loan.

"Credit Facility Reserve Account": The account established pursuant to Section10.1(b) and described in Section 10.3(e).

"Credit Improved Criteria": Criteria that are satisfied with respect to anyCollateral Obligation if any of the following is satisfied on any date of determination:

such Collateral Obligation has been upgraded or put on a watch list for(a)possible upgrade by any credit rating agency since the date on which such CollateralObligation was acquired by the Issuer;

the Sale Proceeds (excluding Sale Proceeds that constitute Interest(b)Proceeds) of such Collateral Obligation would be at least 101% of its purchase price;

the price of such Collateral Obligation has changed during the period from(c)the date on which it was acquired by the Issuer to the proposed sale date by a percentageeither at least 0.25% more positive, or 0.25% less negative, as the case may be, than thepercentage change in the average price of the applicable Eligible Loan Index over thesame period;

the spread over the applicable reference rate for such Collateral Obligation(d)has been decreased 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 suchdecrease) less than or equal to 2.00%), (2) 0.375% or more (in the case of a loan with aspread (prior to such decrease) greater than 2.00% but less than or equal to 4.00%) or (3)

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0.50% or more (in the case of a loan with a spread (prior to such decrease) greater than4.00%) due, in each case, to an improvement in the related borrower's financial ratios orfinancial results;

with respect to Fixed Rate Obligations, there has been a decrease in the(e)difference between its yield compared to the yield on the relevant United States Treasurysecurity of more than 7.5% since the date of purchase; or

it has a projected cash flow interest coverage ratio (earnings before interest(f)and taxes divided by cash interest expense as estimated by the Asset Manager) of theunderlying borrower or other obligor of such Collateral Obligation that is expected to bemore than 1.15 times the current year's projected cash flow interest coverage ratio.

"Credit Improved Obligation": Any Collateral Obligation that,

so long as a Restricted Trading Period is not in effect, in the Asset(a)Manager's commercially reasonable business judgment has significantly improved incredit quality from the condition of its credit at the time of 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(i)by its terms and credit characteristics, or improved in credit quality since itsacquisition by the Issuer;

the issuer of such Collateral Obligation has shown improved(ii)financial results since the published financial reports first produced after it waspurchased by the Issuer;

the obligor of such Collateral Obligation since the date on which(iii)such Collateral Obligation was purchased by the Issuer has raised significantequity capital or has raised other capital that has improved the liquidity or creditstanding of such obligor; or

satisfies at least one of the Credit Improved Criteria.(iv)

if a Restricted Trading Period is in effect:(b)

that in the Asset Manager's commercially reasonable business(i)judgment has significantly improved in credit quality from the condition of itscredit at the time of purchase and satisfies at least one of the Credit ImprovedCriteria, or

with respect to which a Majority of the Controlling Class vote to(ii)treat such Collateral Obligation as a Credit Improved Obligation.

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"Credit Risk Criteria": Criteria that are satisfied with respect to any CollateralObligation if any of the following is satisfied: on any date of determination,

such Collateral Obligation has been downgraded or put on a watch list for(a)possible downgrade by any credit rating agency since the date on which such CollateralObligation was acquired by the Issuer;

the price of such Collateral Obligation has changed during the period from(b)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(c)1.00% of the price paid by the Issuer for such Collateral Obligation;

the spread over the applicable reference rate for such Collateral Obligation(d)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 3.00%), (2) 0.375% or more (in the case of a loan with aspread (prior to such increase) greater than 3.00% but less than or equal to 5.00%) or (3)0.50% or more (in the case of a loan with a spread (prior to such increase) greater than5.00%) 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 ratio(e)(earnings before interest and taxes divided by cash interest expense as estimated by theAsset Manager) of the underlying borrower or other obligor of such Collateral Obligationof less than 1.00 or that is expected to be less than 0.85 times the current year's projectedcash flow interest coverage ratio; or

with respect to Fixed Rate Obligations, an increase since the date of(f)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.

"Credit Risk Obligation": Any Collateral Obligation, that (a) so long as aRestricted Trading Period is not in effect, any Collateral Obligation that in the Asset Manager'scommercially reasonable business judgment has a significant risk of declining in credit quality ormarket value, or (b) if a Restricted Trading Period is in effect, (i) satisfies at least one of theCredit Risk Criteria or (ii) with respect to which a Majority of the Controlling Class consents totreat such Collateral Obligations as a Credit Risk Obligation.

"Current Pay Obligation": Any Pledged Collateral Obligation (other than a DIPLoan) that would otherwise be a Defaulted Obligation and as to which:

all prior cash interest payments due were paid in cash and the Asset(a)Manager reasonably expects that the next interest payment due will be paid in cash;

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if the obligor of such Collateral Obligation is (i) in a bankruptcy(b)proceeding, the obligor has made such payments as the bankruptcy court has approved or(ii) not in a bankruptcy proceeding, all prior scheduled payments have been paid in cash;

if the obligor of such Collateral Obligation is subject to a bankruptcy(c)proceeding, a bankruptcy court has authorized the payment of interest due and payable onsuch Collateral Obligation; and

its Market Value (determined under clause (a) or (b) of the definition(d)thereof) is at least 80% of its par value.

"Custodial Account": The account established pursuant to Section 10.1(b) anddescribed in Section 10.3(c).

"Debtor": The meaning specified in the definition of "DIP Loan."

"Deep Discount Obligation": Any Collateral Obligation that (A) in the case of aCollateral Obligation that is a Senior Secured Loan, (i) has a Moody's Rating greater than orequal to "B3" and a purchase price less than 80.0% of its par amount or (ii) has a Moody's Ratinglower than "B3" and a purchase price less than 85.0% of its par amount; or (B) in the case of aCollateral Obligation that is not a Senior Secured Loan, (i) has a Moody's Rating greater than orequal to "B3" and a purchase price less than 75.0% of its par amount or (ii) has a Moody's Ratinglower than "B3" and a purchase price less than 80.0% of its par amount.

Any Collateral Obligation that would otherwise be considered a Deep DiscountObligation but that is purchased with the proceeds of a sale of a Collateral Obligation (each suchsold asset, a "sold asset") that was not a Deep Discount Obligation at the time of purchase (eachsuch purchased asset, a "substitution asset") will not be considered a Deep Discount Obligationso long as:

(i) the Aggregate Principal Balance of all substitution assets purchased by(a)the Issuer since the Closing Date represents no more than 15.0% of the Effective DateTarget Par, and (ii) the Aggregate Principal Balance of substitution assets purchased bythe Issuer on the date of purchase represents no more than 5% of the Collateral PrincipalBalance;

the substitution asset has been purchased or committed to be purchased(b)within 20 Business Days of the sale of the related sold asset;

the substitution asset has been purchased at a purchase price that equals or(c)exceeds both

the sale price of the sold asset; and(i)

60% of the par amount of the substitution asset; and(ii)

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the substitution asset's Moody's Default Probability Rating is equal to or(d)greater than the sold asset's Moody's Default Probability Rating.

For purposes of this definition, a Collateral Obligation, portions of which werepurchased at different times and at different prices, will be treated as separate CollateralObligations (i.e. such portions will not be treated as a single Collateral Obligation with aweighted average purchase price).

If any Deep Discount Obligation or substitution asset has a Market Value of atleast 90.0% for 22 consecutive days, such Collateral Obligation will no longer be considered aDeep Discount Obligation or substitution asset.

Defaulted Obligations will not be considered Deep Discount Obligations orsubstitution assets.

"Default": Any Event of Default or any other occurrence that is or with the givingof notice or the passage of time or both, would become, an Event of Default.

"Defaulted Obligation": Any Collateral Obligation (other than, in the case ofclauses (iii) through (v), a DIP Loan or a Current Pay Obligation) with respect to which:

there has occurred and is continuing a default as to the payment of(i)interest or principal by the obligor (without giving effect to any applicable graceperiod or waiver set forth in the relevant Underlying Instruments); provided,however, that in the case of a default that in the Asset Manager's reasonablejudgment (as certified to the Trustee in writing) is solely for administrativereasons that are not credit-related, such default will not constitute a default underthis clause (i) unless it has continued for the lesser of five Business Days and theapplicable grace period in the related Underlying Instrument;

there has occurred a default (other than a payment default) that has(ii)resulted in an acceleration of the maturity of all or a portion of the principalamount of such obligation, but only until such default has been cured or waived;

any bankruptcy, insolvency or receivership proceeding has been(iii)initiated in connection with the obligor of such Collateral Obligation and in thecase of an involuntary petition, such petition has not been dismissed or stayedwithin 60 days of filing;

the Asset Manager knows the obligor thereof is in default as to(iv)payment of principal and/or interest on another obligation that is (x) senior inright of payment to such Collateral Obligation or (y) parri passu in right ofpayment to such Collateral Obligation and has the benefit of a cross-defaultprovision with such Collateral Obligation (without giving effect to any applicablegrace period or waiver) and, in each case, such default has not been cured orwaived and the holders thereof have accelerated the maturity of all or a portion ofthe principal amount of such obligation;

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the obligor of such Collateral Obligation has (A) a Moody's(v)probability of default rating of "D" or "LD" if in the Moody's press releaseassigning the "LD" specifies such Collateral Obligation as the cause; or (B) anS&P Rating of "CC" or lower, "D" or "SD" or had such rating immediately beforesuch rating was withdrawn;

such Collateral Obligation is a Participation with respect to which(vi)the Selling Institution has defaulted in any respect in the performance of any of itspayment obligations under the Participation;

such Collateral Obligation is a Participation with respect to which(vii)the Selling Institution has an S&P Rating of "CC" or lower; or

the Asset Manager has, in its reasonable judgment, designated it as(viii)a Defaulted Obligation.

Current Pay Obligations representing no more than 7.5% of the CollateralPrincipal Balance may be excluded from treatment as Defaulted Obligations on anyMeasurement Date; provided that, in determining which of the Current Pay Obligations shall beexcluded from treatment as Defaulted Obligations, the Current Pay Obligations with the highestcurrent Market Value shall be deemed to be excluded from treatment as Defaulted Obligations.

"Defaulted Interest": Any interest due and payable in respect of the Class A Notesor Class B Notes, so long as any Class A Notes or Class B Notes are Outstanding, and then anySenior Note that is the Controlling Class that is not punctually paid or duly provided for on theapplicable Payment Date or at Stated Maturity and which remains unpaid.

"Deferred Cumulative Senior Fee": With respect to any Payment Date, theamount of any Asset Management Senior Fee that the Asset Manager deferred on a priorPayment Date or the amount of any Asset Management Senior Fee due on an earlier PaymentDate that was not paid because funds were not available in accordance with the Priority ofPayments, in each case that has not yet been repaid; provided that repayment of the DeferredCumulative Senior Fee to the Asset Manager on any Payment Date is subject to the DeferredCumulative Senior Fee Cap.

"Deferred Cumulative Senior Fee Cap": The maximum aggregate amount of anyDeferred Cumulative Senior Fee that the Asset Manager may be repaid on any Payment Date willbe the lesser of (a) the amount designated by the Asset Manager and (b) the amount available fordistribution on such Payment Date in excess of the sum of (x) the current interest payments onthe Class A Notes and Class B Notes or if no Class A Notes or Class B Notes are Outstanding,the Controlling Class and (y) all amounts senior to such Notes in right of payment under thePriority of Payments (excluding any Deferred Cumulative Senior Fee to be paid on that PaymentDate).

"Deferred Cumulative Subordinated Fee": With respect to any Payment Date, theamount of any Asset Management Subordinated Fee that the Asset Manager deferred on a priorPayment Date or the amount of any Asset Management Subordinated Fee due on an earlier

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Payment Date that was not paid because funds were not available in accordance with the Priorityof Payments, in each case that has not yet been repaid.

"Deferred Current Senior Fee": With respect to any Payment Date, the amount ofany Asset Management Senior Fee that the Asset Manager elects to defer or waive on that date.

"Deferred Current Subordinated Fee": With respect to any Payment Date, theamount of any Asset Management Subordinated Fee that the Asset Manager elects to defer orwaive on that Payment Date.

"Deferred Fees": The Deferred Senior Fees and Deferred Subordinated Fees.

"Deferred Interest": With respect to the Deferred Interest Notes, the meaningspecified in Section 2.7(a).

"Deferred Interest Notes": Each of the Class C Notes, the Class D Notes and theClass E Notes, unless such Class is the Controlling Class.

"Deferred Senior Fee": Any Deferred Current Senior Fee or Deferred CumulativeSenior Fee. No interest shall accrue on any such Deferred Senior Fee.

"Deferred Subordinated Fee": Any Deferred Current Subordinated Fee orDeferred Cumulative Subordinated Fee. No interest shall accrue on any such DeferredSubordinated Fee.

"Delayed Funding Loan": Any Loan that requires one or more future advances tobe made to the borrower but which, once all such advances have been made, has thecharacteristics of a term loan; provided that each such Loan will only be considered a DelayedFunding Loan for so long as there exists any Unfunded Amount and such future fundingobligations remain in effect.

"Deliver" or "Delivered": The taking of the following steps:

in the case of each Certificated Security or Instrument (other than a(i)Clearing Corporation Security or a Certificated Security or an Instrumentevidencing debt underlying a participation interest in a loan), (A) causing thedelivery of such Certificated Security or Instrument to the Intermediary registeredin the name of the Intermediary or its affiliated nominee, (B) causing theIntermediary to continuously identify on its books and records that suchCertificated Security or Instrument is credited to the relevant Account and (C)causing the Intermediary to maintain continuous possession of such CertificatedSecurity or Instrument;

in the case of each Uncertificated Security (other than a Clearing(ii)Corporation Security), (A) causing such Uncertificated Security to becontinuously registered on the books of the issuer thereof to the Intermediary and(B) causing the Intermediary to continuously identify on its books and records thatsuch Uncertificated Security is credited to the relevant Account;

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in the case of each Clearing Corporation Security, causing (A) the(iii)relevant Clearing Corporation to continuously credit such Clearing CorporationSecurity to the securities account of the Intermediary at such Clearing Corporationand (B) the Intermediary to continuously identify on its books and records thatsuch Clearing Corporation Security is credited to the relevant Account;

in the case of any Financial Asset that is maintained in book-entry(iv)form on the records of an FRB, causing (A) the continuous crediting of suchFinancial Asset to a securities account of the Intermediary at any FRB and (B) theIntermediary to continuously identify on its books and records that such FinancialAsset is credited to the relevant Account;

in the case of cash, (A) causing the deposit of such cash with the(v)Intermediary, (B) causing the Intermediary to agree to treat such cash as aFinancial Asset and (C) causing the Intermediary to continuously identify on itsbooks and records that such Financial Asset is credited to the relevant Account;

in the case of each Financial Asset not covered by the foregoing(vi)clauses (i) through (v), causing (A) the transfer of such Financial Asset to theIntermediary in accordance with applicable law and regulation and (B) theIntermediary to continuously identify on its books and records that such FinancialAsset is credited to the relevant Account;

in the case of each general intangible (including any participation(vii)interest in a loan that is not, or the debt underlying which is not, evidenced by aCertificated Security or an Instrument) notifying the obligor thereunder , if any, ofthe Grant to the Trustee (unless no applicable law requires such notice);

in the case of each participation interest in a loan as to which the(viii)underlying debt is represented by a Certificated Security or an Instrument,obtaining the acknowledgment of the Person in possession of such CertificatedSecurity or Instrument (which may not be the Issuer) that it holds the Issuer'sinterest in such Certificated Security or Instrument solely on behalf and for thebenefit of the Trustee; and

all cases, the filing of an appropriate Financing Statement in the(ix)appropriate filing office in accordance with the Uniform Commercial Code as ineffect in any relevant jurisdiction.

"Depository": The Depository Trust Company, its nominees, and their respectivesuccessors.

"Designated Maturity": With respect to the Floating Rate Notes, three months(except that for the period from the Closing Date to the LIBOR Determination First End Date,LIBORthe Reference Rate will be determined by interpolating linearly between the rate for thenext shorter period of time for which rates are available and the rate for the next longer period oftime for which rates are available). If at any time the three-month rate is applicable but not

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available, LIBORthe Reference Rate will be determined by interpolating linearly between the ratefor the next shorter period of time for which rates are available and the rate for the next longerperiod of time for which rates are available. All interpolated rates will be rounded to fivedecimal places.

"Designated Reference Rate": The reference rate for the applicable DesignatedMaturity, including (without duplication) any applicable Reference Rate Modifier thereto,determined by the Asset Manager in its sole discretion as a replacement for the base ratecomponent applicable to the Floating Rate Notes, which such unmodified reference rate satisfiesthe conditions set forth below as of any date of determination:

(a) is the first applicable alternative set forth in the order below:

(1) Term SOFR;

(2) Compounded SOFR;

(3) the base rate proposed or recommended (whether by letter, protocol,publication of standard terms or otherwise) by the Loan Syndication and TradingAssociation, the Alternative Reference Rates Committee (or such successor organization,as applicable), or any Relevant Governmental Body as a replacement base rate for Libor;or

(4) any other base rate that satisfies the condition set forth in clause (b) below;and

(b) is the base rate being used by either (1) 50% of the Aggregate Principal Balance ofthe Floating Rate Obligations included in the Collateral; provided that, unless a compoundingmethodology is used for the applicable base rate, only quarterly pay Floating Rate Obligationsshall be included in the determination of the 50% threshold in this clause (1), or (2) 50% of thefloating rate notes priced or issued in new issue collateralized loan obligation transactions and/orfloating rate notes in collateralized loan obligation transactions that have amended their base rate(with consent), in each case, within three months from the later of (x) the date on which theDesignated Reference Rate Condition is satisfied or (y) such date of determination.

All such determinations made by the Asset Manager as described above shall beconclusive and binding, and, absent manifest error, may be made in the Asset Manager's soledetermination, and shall become effective without consent from any other party; provided that (i)if the initial Designated Reference Rate is any rate other than Term SOFR or Compounded SOFRand the Asset Manager later becomes aware that Term SOFR or Compounded SOFR can bedetermined, then the Asset Manager shall direct (by notice to the issuer, the Trustee and theCalculation Agent) that Term SOFR (or, solely if Term SOFR is unavailable, CompoundedSOFR) shall become the new Designated Reference Rate so long as Term SOFR or CompoundedSOFR, as applicable, meets the condition set forth in clause (b) above, and (ii) if at any time theDesignated Reference Rate then in effect no longer meets the condition set forth in clause (b)above, the Asset Manager may determine (with notice to the Issuer, the Trustee and theCalculation Agent) a new Designated Reference Rate that satisfies the conditions set forth above.

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"Designated Reference Rate Condition": A condition that, as determined by theAsset Manager, is satisfied if: (i) the administrator of Libor, the regulatory supervisor for theadministrator of Libor, the Relevant Governmental Body, an insolvency official with jurisdictionover the administrator for Libor, a resolution authority with jurisdiction over the administratorfor Libor or a court or an entity with similar insolvency or resolution authority over theadministrator for Libor announces in a public statement or publication of information that suchadministrator has ceased or will cease to provide Libor permanently or indefinitely; providedthat, at the time of such statement or publication, there is no successor administrator that willcontinue to provide Libor, (ii) the regulatory supervisor for the administrator of Libor announcesin a public statement or publication of information that Libor is no longer representative, (iii)Libor ceases to exist or be reported (or actively updated) on the Reuters Screen, (iv) there is amaterial disruption to Libor, (v) there is a change in the methodology of calculating Libor, (vi) atleast 50% of the par amount of (1) quarterly pay Floating Rate Obligations or (2) floating ratenotes priced or closed in the preceding month in new issue collateralized loan obligationtransactions and/or floating rate notes in collateralized loan obligation transactions that haveamended their base rate in the preceding month rely on reference or base rates other than theLibor rate (in the case of this clause (vi), determined as of the first day of the Interest Period onwhich the Designated Reference Rate is selected by the Asset Manager) or (vii) in the reasonableexpectation of the Asset Manager, any of the events specified in clause (i), (ii), (iii), (iv) or (v)will occur within the next six months.

"Determination Date": With respect to (a) any Payment Date (other than theStated Maturity or any Redemption Date), the eighth Business Day prior to such Payment Dateand (b) the Stated Maturity and any Redemption Date (other than a Partial Redemption Date or aRedemption Date in connection with a Refinancing), the Business Day immediately precedingsuch Payment Date.

"DIP Loan": Any interest in a loan or financing facility rated or assigned a creditestimate within the preceding twelve months by Moody's and S&P that is acquired by way ofassignment, subject to the following requirements:

it is an obligation of a debtor-in-possession as described in Section 1107(a)of the Bankruptcy Code or a trustee (if appointment of such trustee has been orderedpursuant to Section 1104 of the Bankruptcy Code) (a "Debtor") organized under the lawsof the United States or any State therein;

it is paying interest on a current basis;(b)

its terms have been approved by an order of the U.S. Bankruptcy Court,(c)the U.S. District Court, or any other court of competent jurisdiction, the enforceability ofwhich order is not subject to any pending contested matter or proceeding (as such termsare defined in the Federal Rules of Bankruptcy Procedure) and which order provides that:

it is secured by liens on the Debtor's otherwise unencumbered(i)assets pursuant to Section 364(c)(2) of the Bankruptcy Code;

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it is secured by liens of equal or senior priority on property of the(ii)Debtor's estate that is otherwise subject to a lien pursuant to Section 364(d) of theBankruptcy Code;

it is secured by junior liens on the Debtor's encumbered assets(iii)(provided that it is fully secured based upon a current valuation or appraisalreport); or

if it or any portion of it is unsecured, its repayment retains priority(iv)over all other administrative expenses pursuant to Section 364(c)(1) of theBankruptcy Code and Rating Agency Confirmation has been obtained; and

unless Rating Agency Confirmation has been obtained from S&P, it has a(d)rating from S&P no lower than "CCC" (which rating has been confirmed by S&P sincethe most recent filing of any petition or proceeding in bankruptcy).

"Discretionary Sale": The meaning specified in Section 12.1(a)(v).

"Dissolution Expenses": An amount certified by the Asset Manager as the sum of(i) the expenses reasonably likely to be incurred in connection with the discharge of thisIndenture and the liquidation of the Collateral and dissolution of the Co-Issuers and (ii) anyaccrued and unpaid Administrative Expenses.

"Distressed Exchange Offer": An offer by the issuer of a Collateral Obligation, inconnection with a distressed exchange or other debt restructuring, to exchange one or more of itsoutstanding debt obligations for a different debt obligation or to repurchase one or more of itsoutstanding debt obligations for cash, or any combination thereof; provided that an offer by suchissuer to exchange unregistered debt obligations for registered debt obligations shall not beconsidered a Distressed Exchange Offer.

"Distribution": Any payment of principal, interest, additional amounts, anydividend or premium payment made on, or any other distribution in respect of, any Collateral.

"Diversity Score": The meaning specified in Schedule E.

"Domicile": With respect to any issuer of, or obligor with respect to, a CollateralObligation (a) except as provided in clause (b) or (c) below, its country of organization, (b) if it isorganized in a Tax Jurisdiction, each such jurisdiction and the country in which, in the AssetManager's good faith estimate, a substantial portion of its operations are located or from which asubstantial portion of its revenue is derived, in each case directly or through subsidiaries (whichshall be any jurisdiction and country known at the time of designation by the Asset Manager tobe the source of the majority of revenues, if any, of such issuer or obligor) or (c) if its paymentobligations are guaranteed by a person or entity organized within the United States, then theUnited States; provided that (x) in the commercially reasonable judgment of the Asset Manager,such guarantee is enforceable in the United States and that the related Collateral Obligation issupported by U.S. revenue sufficient to service such Collateral Obligation and all obligations

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senior to or parri passu with such Collateral Obligation and (y) such guarantee satisfies theDomicile Guarantee Criteria.

"Domicile Guarantee Criteria": The following criteria:

The guarantee is one of payment and not of collection;(a)

The guarantee provides that the guarantor agrees to pay the guaranteed(b)obligations on the date due and waives demand, notice and marshaling of assets;

The guarantee provides that the guarantor's right to terminate or amend the(c)guarantee is appropriately restricted;

The guarantee is unconditional, irrespective of value, genuineness,(d)validity, or enforceability of the guaranteed obligations. The guarantee provides that theguarantor waives any other circumstance or condition that would normally release aguarantor from its obligations. The guarantor also waives the right of set-off andcounterclaim;

The guarantee provides that it reinstates if any guaranteed payment made(e)by the primary obligor is recaptured as a result of the primary obligor's bankruptcy orinsolvency; and

In the case of cross-border transactions, the risk of withholding tax with(f)respect to payments by the guarantor is addressed if necessary.

"Due Date": Each date on which a Distribution is due on a Pledged Obligation.

"Effective Date": The earlier to occur of (a) the Effective Date Cut-Off and (b)the date specified by the Asset Manager pursuant to Section 3.3(a).

"Effective Date Cut-Off": December 16, 2016 (or if such date is not a BusinessDay, the next succeeding Business Day).

"Effective Date Interest Diversion Amount": The amount of Interest Proceedsdesignated by the Asset Manager as Principal Proceeds for the purchase of Collateral Obligationsin connection with obtaining Rating Agency Confirmation in connection with the Effective Date,reduced to the extent necessary in order to avoid a delay or failure in payment of interest withrespect to the Class A Notes or the Class B Notes on the first Payment Date.

"Effective Date OC": A test satisfied if the Overcollateralization Ratio calculatedwith respect to the Senior Notes as the Applicable Notes is at least 108.7%.

"Effective Date Principal Diversion Amount": The amount of Principal Proceedsdesignated by the Asset Manager as Interest Proceeds with respect to the first Payment Datefollowing the Refinancing Date, which amount shall not exceed 0.50% of the Effective DateTarget Par.

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"Effective Date Ratings Confirmation Condition": A condition that is satisfied ifeither the Effective Date S&P Rating Condition has been satisfied or Rating AgencyConfirmation in connection with the Effective Date has been obtained.

"Effective Date Ratings Confirmation Failure": The failure to satisfy the EffectiveDate Ratings Confirmation Condition prior to the first Determination Date in connection with theEffective Date.

"Effective Date Report": A report drafted by the Collateral Administrator onbehalf of the Issuer with respect to the Collateral Obligations included in the Collateralcontaining the information required in the Monthly Report as determined as of the Effective Dateand stating whether the Effective Date Test is satisfied.

"Effective Date S&P Rating Condition": A condition that will be satisfied if (a) inconnection with the Effective Date, an S&P CDO Formula Election Date is designated by theAsset Manager, (b) the Asset Manager (on behalf of the Issuer) certifies to S&P that, as of theEffective Date, the Effective Date Test is satisfied and (c) the Issuer causes the CollateralAdministrator to make available to S&P (i) the Effective Date Report showing satisfaction of theEffective Date Test and (ii) the S&P Excel default model input file required under this Indenture.

"Effective Date Target Par": $500,000,000.

"Effective Date Test": A test that is satisfied if the Collateral Principal Balance isat least equal to the Effective Date Target Par (without regard to prepayments, maturities,redemptions or any Effective Date Principal Diversion Amount) and the S&P CDO Monitor Testis satisfied.

"Effective Spread": On any date of determination, with respect to (a) any FloatingRate Obligation, the current per annum rate at which it pays interest minus LIBOR or, if suchFloating Rate Obligation bears interest based on a floating rate index other than LIBOR, theEffective Spread will be the all-in-rate minus three-month LIBOR and (b) any Fixed RateObligation, the stated coupon on such Fixed Rate Obligation minus three-month LIBOR;provided that (i) in the case of the Unfunded Amount of any Credit Facility, the Effective Spreadmeans the commitment fee payable with respect to such Unfunded Amount and (ii) with respectto any Partial PIK Obligation, the Effective Spread will be deemed to be that portion of thespread that may not be deferred (without defaulting) under the Underlying Instruments.

"Eligible Account": The meaning specified in Section 6.7.

"Eligible Institution": A corporation, association or trust company organized anddoing business under the laws of the United States of America or of any state thereof, authorizedunder such laws to exercise corporate trust powers, having a combined capital and surplus of atleast $200,000,000 (or the equivalent in any other currency) subject to supervision orexamination by Federal or state authority, having a counterparty credit assessment of "Baa3(cr)"(or if it has no counterparty credit assessment, a long-term unsecured credit rating of at least"Baa1" by Moody's).

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"Eligible Investment": Each investment owned by the Issuer that is comprised of(a) cash or (b) any United States dollar denominated investment that, at the time it is delivered tothe Trustee (directly or through an Intermediary), is one or more of the following obligations orsecurities (which may include obligations or securities of obligors for which the Trustee or anAffiliate of the Trustee provides services and receives compensation therefor):

direct Registered obligations of, and Registered obligations the(i)timely payment of principal of and interest on which is fully and expresslyguaranteed by, the United States of America or any agency or instrumentality ofthe United States of America the obligations of which are expressly backed by thefull faith and credit of the United States of America, in each case that satisfies theEligible Investment Required Ratings;

demand and time deposits in, certificates of deposit of, bankers'(ii)acceptances issued by, interest bearing trust accounts held by, or federal fundssold by any depository institution or trust company incorporated under the laws ofthe United States of America (including the Bank) or any state thereof and subjectto supervision and examination by federal and/or state banking authorities so longas the commercial paper and/or the debt obligations of such depository institutionor trust company at the time of such investment or contractual commitmentproviding for such investment satisfies the Eligible Investment Required Ratings;

commercial paper (other than asset-backed commercial paper or(iii)extendable commercial paper) or other short-term obligations with EligibleInvestment Required Ratings and that either bear interest or are sold at a discountfrom the face amount thereof and have a maturity of not more than 183 days fromtheir date of issuance; and

shares or securities of registered non-U.S. money market funds(iv)which have, at all times, ratings of "Aaa-mf" by Moody's and "AAAm" by S&P.

Eligible Investments (other than cash) must mature within (giving effect to any applicable graceperiod) 60 days of acquisition and in any case no later than the Business Day immediatelypreceding the Payment Date next following the Collection Period in which the date of investmentoccurs (or if issued by the Bank in its capacity as a banking institution, no later than suchPayment Date) or such shorter period required under Article X. No Eligible Investment shall bean interest-only security, a mortgage-backed security, Structured Finance Obligation or a security(1) secured by real property, (2) purchased at a price in excess of 100% of its par amount, (3)whose repayment is subject to substantial non-credit related risk, (4) subject to an Offer or (5)subject to withholding tax (other than withholding taxes imposed pursuant to FATCA) unless theobligor is required to pay "gross-up" payments that cover the full amount of any suchwithholding tax. For purposes of this definition, ratings may not include S&P ratings with an "f,""p," "pi," "sf" or a "t" subscript or Moody's ratings with an "sf" subscript. Notwithstanding theforegoing clauses, Eligible Investments may only include obligations or securities that constitutecash equivalents for purposes of the rights and assets in paragraph 10(c)(8)(i)(B) of theexclusions from the definition of "covered fund" for purposes of the Volcker Rule.

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"Eligible Investment Required Ratings": (a) If the relevant obligation or security(i) has both a long-term and a short-term credit rating from Moody's, such ratings are "A1" orhigher (not on credit watch for possible downgrade) and "P-1" (not on credit watch for possibledowngrade), respectively, (ii) has only a long-term credit rating from Moody's, such rating is"Aaa" (not on credit watch for possible downgrade) or (iii) has only a short-term credit ratingfrom Moody's, such rating is "P-1" (not on credit watch for possible downgrade) and (b) if therelevant obligation or security (i) has both a long-term rating and short-term rating from S&P,such ratings are "A" and "A-1" or higher, respectively or (ii) has no short-term credit rating fromS&P, a long-term rating of "A+" or higher from S&P.

"Eligible Loan Index": With respect to any Loan, one of the following indices asselected by the Asset Manager upon the acquisition of such Collateral Obligation: the CreditSuisse Leveraged Loan Index, the J.P. Morgan Leveraged Loan Index, the Barclays U.S.Corporate High-Yield Index, the Barclays U.S. High-Yield Loan Index, the BofA Merrill LynchHigh Yield Master II Index, the S&P/LSTA Leveraged Loan Index and the Markit iBoxx USDLeveraged Loan Index; provided that the Asset Manager may change the index applicable to aCollateral Obligation at any time following the acquisition thereof after giving notice to theCollateral Administrator.

"Eligible Principal Investments": Those Eligible Investments (including cash)representing, or purchased with, Principal Proceeds, Uninvested Proceeds or proceeds of theissuance of Additional Notes (if any).

"Eligible Reinvestment Amounts": Unscheduled Principal Payments and SaleProceeds of Credit Risk Obligations.

"Enforcement Event": An event that occurs if an Event of Default has occurredand has not been cured or waived and acceleration of the maturity of Notes has occurred inaccordance with Section 5.2.

"Entitlement Order": The meaning specified in Article 8 of the UCC.

"Equity Redemption": The meaning specified in Section 9.1(a).

"Equity Security": Any security or debt obligation which at the time ofacquisition, conversion or exchange does not satisfy the requirements of a Collateral Obligationand is not an Eligible Investment; it being understood that Equity Securities may not bepurchased by the Issuer but it is possible that the Issuer may receive an Equity Security inconnection with an insolvency, bankruptcy, reorganization, debt restructuring or workout thatwould be considered to have been received in lieu of debts previously contracted with respect toa Collateral Obligation under the Volcker Rule.

"ERISA": The United States Employee Retirement Income Security Act of 1974,as amended.

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"ERISA Class": The Class E Notes and the Subordinated Notes (and any otherClass of Notes if the Issuer has not received Tax Advice to the effect that such Class of Noteswill be treated as indebtedness for U.S. federal income tax purposes).

"Euroclear": Euroclear Bank S.A./N.V., or any successor.

"Event of Default": The meaning specified in Section 5.1.

"Event of Default Par Ratio": As of any Measurement Date, the ratio (expressedas a percentage) obtained by dividing:

the Collateral Principal Balance (provided that for the calculation of this(a)amount, the Principal Balance of each Defaulted Obligation shall be its Market Value) by

the Aggregate Outstanding Amount of the Class A Notes.(b)

"Excepted Property": (i) The U.S.$250 transaction fee paid to the Issuer inconsideration of the issuance of the Securities, (ii) the proceeds of the issuance and allotment ofthe Issuer's ordinary shares, (iii) any account in the Cayman Islands maintained in respect of thefunds referred to in items (i) and (ii) above (and any amounts credited thereto and any interestthereon), (iv) the membership interests of the Co-Issuer and (v) any Tax Reserve Account andany funds deposited in or credited to any such account.

"Excess Interest": Any Interest Proceeds distributed on the Subordinated Notespursuant to the Priority of Interest Proceeds.

"Exchange": The meaning specified in Section 2.5(f)(xv).

"Exchange Act": The United States Securities Exchange Act of 1934, asamended.

"Expense Reserve Account": The account established pursuant to Section 10.1(b)and described in Section 10.3(b).

"FATCA": Sections 1471 through 1474 of the Code and any applicableintergovernmental agreement entered into in respect thereof (including the Cayman-US IGA),and any related provisions of law, court decisions, or administrative guidance.

"Fee Basis": The Collateral Principal Balance calculated without giving effect toclause (e) of the definition of Principal Balance.

"Filing Holder": The meaning specified in Section 5.4(d)(iii).

"Finance Lease": A lease agreement or other agreement entered into inconnection with and evidencing any transaction pursuant to which the obligations of the lessee topay rent or other amounts on a triple net basis under any lease of (or other arrangementconveying the right to use) real or personal property, or a combination thereof, are required to be

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classified and accounted for as a capital lease on a balance sheet of such lessee under generallyaccepted accounting principles in the United States; but only if (a) such lease or other transactionprovides for the unconditional obligation of the lessee to pay a stated amount of principal no laterthan a stated maturity date, together with interest thereon, and the payment of such obligation isnot subject to any material non-credit related risk as determined by the Asset Manager, (b) theobligations of the lessee in respect of such lease or other transaction are fully secured, directly orindirectly, by the property that is the subject of such lease, and (c) the interest held by the Issuerin respect of such lease or other transaction is treated as debt for U.S. federal income taxpurposes.

"Financial Asset": The meaning specified in Article 8 of the UCC.

"Financing Statement": The meaning specified in Article 9 of the UniformCommercial Code in the relevant jurisdiction.

"First-Lien Last-Out Loan": A Senior Secured Loan that, prior to a default withrespect such loan, is entitled to receive payments parri passu with other Senior Secured Loans ofthe same obligor, but following a default becomes fully subordinated to other Senior SecuredLoans of the same obligor and is not entitled to any payments until such other Senior SecuredLoans are paid in full. First-Lien Last-Out Loans will be considered Second Lien Loans forpurposes of the Concentration Limits.

"Fixed Rate Obligation": Each Collateral Obligation bearing interest at a fixedrate.

"Floating Rate Obligation": Each Collateral Obligation bearing interest at afloating rate.

"Floating Rate Notes": Each Class of Notes bearing interest at a floating rate.

"FRB": Any Federal Reserve Bank.

"Funded Amount": With respect to any Credit Facility at any time, the aggregateprincipal amount of advances or other extensions of credit made thereunder by the Issuer that areoutstanding and have not been repaid at such time.

"Global Security": Any Rule 144A Global Security, Temporary Global Securityor Regulation S Global Security.

"Global Security Procedures": In respect of any transfer or exchange as a result ofwhich one or more Rule 144A Global Security or Regulation S Global Security representingNotes is increased or decreased, the following procedures: the Indenture Registrar will confirmthe related instructions from the Depository to (a) reduce and/or increase, as applicable, theprincipal amount of the applicable Global Security after giving effect to the exchange or transferand, if applicable, (b) credit or request to be credited to the securities account specified by or onbehalf of the holder of the beneficial interest in the applicable Global Security of the same Class.

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"Governing Documents": With respect to (a) the Issuer, its Memorandum andArticles and (b) the Co-Issuer, its Limited Liability Company Agreement, in each case asoriginally executed and as supplemented, amended and restated from time to time in accordancewith its terms.

"Grant": To grant, bargain, sell, alienate, convey, assign, transfer, mortgage,pledge, create and grant a security interest in and right of set-off against. A Grant of propertyshall include all rights, powers and options (but none of the obligations) of the granting partythereunder, including without limitation the immediate and continuing right to claim for, collect,receive and receipt for principal and interest payments in respect thereof, and all other amountspayable thereunder, to give and receive notices and other communications, to make waivers orother agreements, to exercise all rights and options, to bring legal or other proceedings in thename of the granting party or otherwise, and generally to do and receive anything that thegranting party is or may be entitled to do or receive thereunder or with respect thereto.

"Higher Ranking Class": With respect to any Class of Senior Notes, each Classthat ranks higher in right of payment than such Class in the Principal Payment Sequence and,with respect to the Subordinated Notes, each Class of Senior Notes. With respect to suchdetermination, any Classes that are parri passu will be considered the same Class for purposes ofthis definition.

"Highest Priority S&P Class": The meaning specified on Schedule D.

"Highest Ranking Class": The Class of Senior Notes that ranks higher in right ofpayment than each other Class of Senior Notes in the Principal Payment Sequence and when noSenior Notes remain Outstanding, the Subordinated Notes. With respect to such determination,any Pari Passu Classes will be considered the same Class for purposes of this definition.

"Holder": With respect to any Note, the Person in whose name such Note isregistered in the Indenture Register.

"Holder Proposed Re-Pricing Rate": The meaning specified in Section 9.4(b).

"Holder Reporting Obligations": The meaning specified in Section 2.5(f)(xiv).

"Identified Reinvestments": The meaning specified in Section 12.2(c).

"Identified Sources": The meaning specified in Section 12.2(c).

"Incurrence Covenant": A covenant by the obligor under a loan to comply withone or more financial covenants only upon the occurrence of certain actions of the obligor orcertain events relating to the obligor, including, but not limited to, a debt issuance, dividendpayment, shares purchase, merger, acquisition or divestiture.

"Indenture": This instrument as originally executed and as supplemented,amended or restated from time to time in accordance with the provisions hereof. All referencesin this instrument to designated "Articles," "Sections," "Subsections" and other subdivisions are

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to the designated Articles, Sections, Subsections and other subdivisions of this instrument asoriginally executed. The words "herein," "hereof," "hereunder" and other words of similarimport refer to this Indenture as a whole and not to any particular Article, Section, subsection orother subdivision.

"Indenture Register" and "Indenture Registrar": The respective meaningsspecified in Section 2.4(a).

"Independent": As to any Person, any other Person (including (x) in the case of anaccountant, or lawyer, a firm of accountants or lawyers and any member thereof and (y) in thecase of an investment bank, any member thereof) who at the time of determination (i) does nothave and is not committed to acquire any material direct or indirect financial interest in suchPerson or in any Affiliate of such Person, and (ii) is not connected with such Person as anOfficer, employee, promoter, underwriter, voting trustee, partner, director or Person performingsimilar functions. Whenever any Independent Person's opinion or certificate is to be furnished tothe Trustee, such opinion or certificate shall state that the signer has read this definition and, thatthe signer is Independent within the meaning hereof.

"Information Agent Address": The meaning specified in Section 14.4(a)(ii).

"Initial Purchaser": (a) Citigroup Global Markets Inc., in its capacity as initialpurchaser of (i) the Class A Notes (other than the portion of such Class purchased by one or moreAffiliates of the Asset Manager on the Closing Date) under the Purchase Agreement and (ii) ofthe Class A-R Notes, the Class B-R Notes and the Class C-R Notes (other than the portion ofeach such Class purchased by the Retention Holder on the Refinancing Date) under theRefinancing Purchase Agreement and (b) on and after the Second Refinancing Date, the SecondRefinancing Placement Agent in its capacity as placement agent of certain Second RefinancingNotes identified in the Second Refinancing Placement Agreement.

"Institutional Accredited Investor": Any Person that, at the time of its acquisition,purported acquisition or proposed acquisition of Securities, is an Accredited Investor meeting therequirements of Rules 501(a)(1), (2), (3), (7) or (8) under the Securities Act that is not also aQualified Institutional Buyer.

"Instrument": The meaning specified in Article 9 of the UCC.

"Interest Collection Account": The account established pursuant to Section10.1(b) and described in Section 10.2.

"Interest Coverage Ratio": As of any Measurement Date on or after theDetermination Date related to the second Payment Date, with respect to any Class or Classes ofRated Notes, the ratio (expressed as a percentage) obtained by dividing:

(i) the aggregate amount of Interest Proceeds received or expected to be(a)received (regardless of whether the due date for payment has yet occurred) with respect tothe Payment Date immediately following such Measurement Date (excluding all accruedand unpaid interest on Defaulted Obligations and on Collateral Obligations that haveoutstanding deferred or capitalized interest and interest with respect to any Pledged

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Collateral Obligation to the extent that it does not provide for the scheduled payment ofinterest in cash but including any interest actually received on Defaulted Obligations thatis treated as Interest Proceeds under the definition thereof) minus (ii) the amounts payablein respect of clauses (a)(i) through (iv) under the Priority of Interest Proceeds on suchPayment Date; by

the scheduled interest payments (including any Defaulted Interest but(b)excluding any Deferred Interest) due on such Class or Classes, any Higher Ranking Classand any Pari Passu Class on such Payment Date.

For these purposes, the Class A Notes and the Class B Notes will be treated as oneClass.

"Interest Coverage Test": Each of the Class A/B Interest Coverage Test, the ClassC Interest Coverage Test, the Class D Interest Coverage Test and the Class E Interest CoverageTest, which shall be satisfied if the related Interest Coverage Ratio is equal to or greater than theratio specified below:

Test Minimum (%)

Class A/B Interest Coverage Test 120.0

Class C Interest Coverage Test 115.0Class D Interest Coverage Test 110.0Class E Interest Coverage Test 105.0

"Interest Determination Date": With respect to (a) the first Interest Period, (x) forthe period from the Closing Date to but excluding the LIBOR Determination First End Date, thesecond London Banking Day preceding the Closing Date, and (y) for the remainder of the firstInterest Period, the second London Banking Day preceding the LIBOR Determination First EndDate, and (b) each Interest Period thereafter, the second LIBOR Banking Day prior to the firstday of each such Interest Period.

"Interest Diversion Test": A test that is satisfied as of any Determination Dateduring the Reinvestment Period on which the Class E Notes remain Outstanding if theOvercollateralization Ratio with respect to the Class E Notes as of such date of determination isat least equal to 104.7%.

"Interest Period": With respect to each Class of Notes, the period beginning onand including the Closing Date and ending on, but excluding, the first Payment Date for suchClass, and each successive period beginning on and including a Payment Date and ending on, butexcluding, the next Payment Date (or, in the case of each Class of Notes being redeemed on aPartial Redemption Date or Re-Pricing Redemption Date, ending on, but excluding, such date).For purposes of determining any Interest Period, in the case of the Floating Rate Notes, if the23rd day of the relevant month is not a Business Day, then the Interest Period with respect tosuch Payment Date shall end on but exclude the Business Day on which payment is made and thesucceeding Interest Period shall begin on and include such date.

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"Interest Proceeds": The sum of the following (without duplication and excludingwith respect to (x) any Payment Date, amounts used to purchase or pay accrued interest inconnection with the purchase of Collateral Obligations, (y) any Partial Redemption Date orRe-Pricing Redemption Date, Partial Redemption Interest Proceeds and (z) the first PaymentDate, the Effective Date Interest Diversion Amount (if any) designated by the Asset Manager):

with respect to any Payment Date, the following amounts received during(a)the related Collection Period:

all payments of interest and dividends received in cash on the(i)Collateral Obligations and Eligible Investments (excluding, an amount equal to allor a portion of the Warehouse Accrued Interest);

all proceeds received in cash on the sale of Collateral Obligations,(ii)to the extent that such proceeds constitute accrued interest;

all payments of principal on Eligible Investments (other than(iii)Eligible Principal Investments); and

all amendment and waiver fees, late payment fees, call premiums,(iv)prepayment fees, commitment fees, facilities fees and other fees and commissionsreceived in connection with Pledged Collateral Obligations and EligibleInvestments (but excluding amounts (A) designated by the Asset Manager asPrincipal Proceeds and (B) received in connection with a reduction of par (suchamount as identified by the Asset Manager in writing to the Trustee and theCollateral Administrator));

provided, however, that any payments received by the Issuer with respect to any DefaultedObligation or any Equity Security will be treated as (x) Principal Proceeds until payments equalto the par amount have been received by the Issuer (which in the case of Equity Securities will beconsidered the par amount of the portion of the Collateral Obligation that was exchanged for theEquity Security) and (y) Interest Proceeds thereafter;

any amounts in the Expense Reserve Account transferred to the Collection(b)Account;

with respect to the first Payment Date following the Refinancing Date, the(c)Effective Date Principal Diversion Amount (if any);

any amounts deposited by the Issuer as Interest Proceeds into the(d)Collection Account pursuant to Section 10.2(b)(iii); and

any proceeds of the issuance of Additional Junior Notes designated as(e)Interest Proceeds by the Asset Manager.

"Interest Rate": With respect to the Senior Notes of any Class, the annual rate atwhich interest accrues on the Notes of such Class, as specified in Section 2.2 and in such Senior

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Notes, which if a Re-Pricing has occurred with respect of such Class of Senior Notes, will be theapplicable Re-Pricing Rate.

"Interest Reserve Account": The account established pursuant to Section 10.1(b)and described in Section 10.3(f).

"Intermediary": The entity maintaining an Account pursuant to an AccountAgreement.

"Internal Rate of Return": For purposes of the definition of Asset ManagementIncentive Fee Amount, an annualized internal rate of return (computed using the "XIRR"function in Microsoft® Excel or an equivalent function in another software package), assuming(i) an original purchase price of 97.5% for the Subordinated Notes on their closing date as anegative cash flow and (ii) all distributions of Interest Proceeds and Principal Proceeds made tothe Holders of the Subordinated Notes on each Payment Date as a positive cash flow.

"Investment Company Act": The U.S. Investment Company Act of 1940, asamended.

"Investor Information Service": Initially, Intex Solutions, Inc., and thereafter anythird-party vendor that compiles and provides access to information regarding CLO transactionsand is selected by the Asset Manager to receive copies of the Monthly Report and Payment DateReport.

"Irish Stock Exchange": The Irish Stock Exchange plc.

"IRS": U.S. Internal Revenue Service.

"Issuer": Mariner CLO 2016-3, Ltd., an exempted company incorporated withlimited liability and existing under the laws of the Cayman Islands until a successor Person shallhave become the Issuer pursuant to the applicable provisions of this Indenture, and thereafter"Issuer" shall mean such successor Person.

"Issuer Only Notes": The Class E Notes and the Subordinated Notes.

"Issuer Order" and "Issuer Request": A written order or request (which may be (i)provided via email or other electronic communication except to the extent the Trustee requestsotherwise or (ii) a standing order or request), respectively, dated and signed in the name of theIssuer or the Co-Issuer by an Authorized Officer of the Issuer or the Co-Issuer, as the case maybe. An order or request provided by an Authorized Officer of the Asset Manager on behalf of theIssuer shall constitute an Issuer Order, except to the extent the Trustee requests otherwise.

"Issuer Ordinary Shares": The ordinary shares, $1.00 par value per share, of theIssuer which have been issued by the Issuer and are outstanding from time to time.

"Issuer's Website": A website established by the Issuer pursuant to therequirements of Rule 17g-5.

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"Knowledgeable Employee": Any Person that, at the time of its acquisition,purported acquisition or proposed acquisition of Securities, is a knowledgeable employee asdefined in Rule 3c-5 under the Investment Company Act.

"Libor": The London interbank offered rate.

"LIBOR": The greater of (ax) zero and (b) the London interbank offered ratey)Libor for U.S. Dollar deposits for the Designated Maturity.

On each LIBORInterest Determination Date, the Calculation Agent will determineLIBOR by obtaining the quoted offered rate for the U.S. Dollar deposits in Europe with theDesignated Maturity as reported by Bloomberg Financial Markets Commodities News (or anysuccessor thereto), as of 11:00 a.m., London time, on such LIBORInterest Determination Date.

If on any LIBORInterest Determination Date such rate may not be obtained, theCalculation Agent will determine LIBOR for such Interest Period as the arithmetic mean of theoffered quotations of the Reference Banks to leading banks in the London interbank market forU.S. Dollar deposits in Europe for the Designated Maturity in an amount determined by theCalculation Agent by reference to requests for quotations as of approximately 11:00 a.m. (NewYork time) on the LIBOR Determination Date made by the Calculation Agent to the ReferenceBanks. If on any LIBOR Determination Date at least two of the Reference Banks provide suchquotations, LIBOR will equal the arithmetic mean of such quotations. If on any LIBORDetermination Date only one or none of the Reference Banks provide such quotations, LIBORfor such Interest Period will equal the arithmetic mean of the offered quotations that at least twoleading banks in New York City selected by the Calculation Agent (after consultation with theAsset Manager) are quoting on the relevant LIBOR Determination Date for U.S. Dollar depositsin Europe for the relevant period in an amount determined by the Calculation Agent by referenceto the principal London offices of leading banks in the London interbank market; provided,however, that if the Calculation Agent is required but is unable to determine a rate in accordancewith at least one of the procedures provided above, LIBOR for such Interest Period will beLIBOR as determined on the previous LIBORInterest Determination Date.

All percentages resulting from any calculations of LIBOR will be rounded, ifnecessary, to the nearest 1/100,000 of 1%, and all U.S. Dollar amounts used in or resulting fromsuch calculations will be rounded to the nearest cent (with one-half cent or more being roundedupwards).

"LIBOR Banking Day": A day on which commercial banks are open for business(including dealings in foreign exchange and foreign currency deposits) in London.

"LIBOR Determination Date": With respect to (a) the first Interest Period, (x) forthe period from the Closing Date to but excluding the LIBOR Determination First End Date, thesecond London Banking Day preceding the Closing Date, and (y) for the remainder of the firstInterest Period, the second London Banking Day preceding the LIBOR Determination First EndDate, and (b) each Interest Period thereafter, the second LIBOR Banking Day prior to the firstday of each such Interest Period.

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"LIBOR Determination First End Date": October 23, 2016.

"Liquidation Payment Date": The meaning specified in Section 5.7(c).

"Listed Securities": The Classes of Securities specified in Section 2.2.

"Loan": Any loan made by a bank or other financial institution to an obligor.

"Long-Dated Obligation": Any obligation that matures after the Stated Maturityof the Notes.

"Lower Ranking Class": With respect to (a) any Class of Senior Notes, eachClass that is junior in right of payment to such Class under the Principal Payment Sequence and(b) each Class of Senior Notes, the Subordinated Notes.

"Maintenance Covenant": A covenant by the obligor of a loan to comply with oneor more financial covenants during each reporting period applicable to such loan, whether or notthe obligor has taken any specified action.

"Majority": With respect to any Class or Classes of Securities, the Holders ofmore than 50% of the Aggregate Outstanding Amount of the Securities of such Class or Classes,as the case may be.

"Manager Securities": Any Securities owned by the Asset Manager or any of itsAffiliates or over which the Asset Manager or any of its Affiliates has discretionary votingauthority; provided that Manager Securities shall not include Securities held by an entity forwhich the Asset Manager or an Affiliate acts as investment adviser, if the voting of suchSecurities with respect to the matter in question is in fact directed by a board of directors orsimilar governing body with a majority of members that are independent from the Asset Managerand its Affiliates (as certified to the Trustee by the Asset Manager).

"Margin Stock": Margin Stock as defined under Regulation U issued by theBoard of Governors of the U.S. Federal Reserve System.

"Market Value": On any date of determination, the percentage of par determinedby the Asset Manager based on:

the bid-side price supplied by Interactive Data Corporation, Markit(a)Partners, Loan Pricing Corporation or another independent, nationally recognized pricingservice;

if no such price is available or if the Asset Manager determines in a(b)commercially reasonable manner that such price does not represent a reliable marketvalue, (i) the average of three bid-side market values obtained from Independentbroker/dealers or (ii) if three such bids are not available, the lower of two bid-side marketvalues obtained by the Asset Manager from Independent broker/dealers or (iii) if two such

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bid-side market values are not available, the bid-side market value obtained from oneIndependent broker/dealer; or

if the Market Value of a Collateral Obligation cannot be determined by(c)application of either clause (a) or (b), the Market Value of such Collateral Obligationswill be the lower of (x) the fair value determined by the Asset Manager based upon itsreasonable judgment and (y) the higher of (1) 70% and (2) the S&P Recovery Rateapplicable to the Highest Priority S&P Class. Any Market Value determined by the AssetManager under this clause (x) must be the same value that the Asset Manager assigns tosuch obligation for other portfolios that it manages, if applicable.

"Market Value Amount": With respect to any Collateral Obligation on any date ofdetermination, its outstanding principal balance multiplied by its Market Value.

"Maturity": With respect to any Collateral Obligation, the stated maturity of suchCollateral Obligation.

"Maturity Amendment": With respect to any Collateral Obligation, any waiver,modification, amendment or variance that would extend the stated maturity of such CollateralObligation. For the avoidance of doubt, a waiver, modification, amendment or variance thatwould extend the stated maturity of the credit facility of which a Collateral Obligation is a part,but would not extend the stated maturity of the Collateral Obligation held by the Issuer, does notconstitute a Maturity Amendment.

"Maximum Moody's Rating Factor Test": A test that shall be satisfied on any dateof determination if the Weighted Average Moody's Rating Factor of the Collateral Obligations isless than or equal to 3200.

"Measurement Date": Any of the following: (a) the Effective Date, (b) after theEffective Date, any date on which there is a sale, purchase or substitution of any CollateralObligation, (c) each Determination Date, (d) the Monthly Report Determination Date, and (e)with reasonable notice, any other Business Day requested by the Rating Agency.

"Memorandum and Articles": The Memorandum and Articles of Association ofthe Issuer, as originally executed and as supplemented, amended and restated from time to timein accordance with their terms.

"Merging Entity": The meaning specified in Section 7.10.

"Middle Market Loan": A Loan issued by an obligor that has outstanding debtobligations with an original issuance amount of less than $200 million.

"Monthly Report": Each report containing the information set forth on ScheduleF, as the same may be modified and amended by mutual agreement between the CollateralAdministrator and the Asset Manager, that is delivered pursuant to Section 10.5(a).

"Monthly Report Determination Date": The meaning specified in Section 10.5(a).

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"Moody's": Moody's Investors Service, Inc. and any successor or successorsthereto and, if such corporation shall for any reason no longer perform the functions of asecurities rating agency, "Moody's" shall be deemed to refer to any other nationally recognizedrating agency designated in writing by the Asset Manager on behalf of the Issuer (with a copy tothe Trustee).

"Moody's Industry Classification Group": Any of the Moody's classificationgroups set forth in Schedule A-1, and/or any classification groups that may be subsequentlyestablished by Moody's and provided to the Asset Manager, the Issuer and the Trustee.

"Moody's Default Probability Rating": The meaning specified on the Moody'sRating Schedule.

"Moody's Rating": The meaning specified on the Moody's Rating Schedule.

"Moody's Rating Factor": The meaning specified on the Moody's RatingSchedule.

"Moody's Rating Schedule": Schedule B, as the same may be amended from timeto time in accordance with Section 8.2(b).

"Moody's Recovery Rate": The meaning specified on the Moody's RatingSchedule.

"Net Collateral Principal Balance": On any Measurement Date, the sum of

the Aggregate Principal Balance of all Collateral Obligations (other than(a)Defaulted Obligations, Long-Dated Obligations and Deep Discount Obligations), plus

the Aggregate Principal Balance of Eligible Principal Investments(b)(excluding any Eligible Principal Investments in the Credit Facility Reserve Account),plus

the sum of the amount for each Defaulted Obligation equal to the lesser of(c)(1) its Market Value Amount and (2) the product of (x) its Recovery Rate Amount and (y)its outstanding principal amount; provided that for any Defaulted Obligation that has beenheld for more than 36 months after the date on which it became a Defaulted Obligation,such amount will be zero, plus

the sum of the amount for each Deep Discount Obligation equal to its(d)purchase price multiplied by its outstanding par amount, minus

the Caa/CCC Excess Haircut, plus(e)

the sum of the amount for each Long-Dated Obligation equal to the lesser(f)of (i) its Market Value Amount and (ii) the product of (A) 70% and (B) the outstandingprincipal amount of such Long-Dated Obligation.

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For purposes of this definition (other than clause (b)), if a Collateral Obligationqualifies under more than one clause, the Net Collateral Principal Balance will be determinedunder the clause that results in the lowest Net Collateral Principal Balance.

"Net Proceeds at Closing": Proceeds of the issuance of the Securities received onthe Closing Date minus the amounts of all organizational and other fees and expenses incurred inconnection with the issuance of the Securities.

"Non-Call Period": The(i) Prior to the Second Refinancing Date, the period fromthe Closing Date to and including the Business Day immediately preceding the Payment Date inJuly 2019.2019 and (ii) on and after the Second Refinancing Date, the period from the SecondRefinancing Date to but excluding [_], [2021].

"Non-Consenting Holder": Any Holder of a Re-Priced Class that does not consentto the proposed Re-Pricing within the time period set forth in Section 9.4.

"Non-Permitted Holder": (a) Any "U.S. person" (as defined in Regulation S) thatbecomes the beneficial owner of any Securities or interest in Securities and is not (i) a QualifiedInstitutional Buyer that is also a Qualified Purchaser or (ii) (A) an Institutional AccreditedInvestor that is also a Qualified Purchaser or (B) in the case of transfers after the Closing Date,either (1) an Accredited Investor that is also a Knowledgeable Employee or (2) a QualifiedPurchaser that is also either a Qualified Institutional Buyer or an Institutional AccreditedInvestor, (b) with respect to an ERISA Class, any Person for which the representations made ordeemed to be made by such Person for purposes of ERISA, Section 4975 of the Code orapplicable Similar Laws in any investor representation letter or Transfer Certificate, or by virtueof deemed representations are or become untrue or whose acquisition or holding would result in25% or more of the Aggregate Outstanding Amount of that ERISA Class being held by BenefitPlan Investors, as calculated pursuant to the Plan Asset Regulation, or (c) any Non-Permitted TaxHolder.

"Non-Permitted Tax Holder": Any Holder or beneficial owner of any Securitiesor interest in Securities (a) if the Issuer reasonably determines that such Holder or beneficialowner's direct or indirect acquisition, holding or transfer of such Security or an interest in suchSecurity would cause the Issuer to be unable to achieve Tax Account Reporting RulesCompliance or (b) that is or that the Issuer is required to treat as a "nonparticipating FFI" or a"recalcitrant account holder" of the Issuer, in each case as defined in the Tax Account ReportingRules.

"Note": Any Class A Note, Class B Note, Class C Note, Class D Note, Class ENote or Subordinated Note authorized by, and authenticated and delivered under, this Indenture(and including any Additional Notes).

"Noteholder": Any Holder.

"OECD": The Organisation for Economic Co-operation and Development.

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"Offer": With respect to any obligation, any offer by the issuer in respect of suchobligation or by any other Person made to all of the holders of such obligation to purchase orotherwise acquire such obligation (other than pursuant to any redemption in accordance with theterms of the related Underlying Instruments) or to convert or exchange such obligation into or forcash, obligations or any other type of consideration.

"Offering Circular": (x) The final offering circular for the Securities dated August8, 2016.issued on the Closing Date, dated August 8, 2016, (y) the final offering circular for theSecurities issued on the Refinancing Date, dated July 20, 2017 or (z) the final offering circularfor the Second Refinancing Notes issued on the Second Refinancing Date, dated [_], 2020.

"Officer": With respect to any corporation (including the Issuer), the Chairman ofthe board of directors, any Director, the Chief Executive Officer, the President, the ChiefFinancial Officer, any Vice President, the Secretary, any Assistant Secretary, the Treasurer or anyAssistant Treasurer of such entity; with respect to any limited liability company (including theCo-Issuer), any authorized manager thereof or other officer authorized pursuant to the operatingagreement of such limited liability company; with respect to any partnership, any general partnerthereof; and with respect to any bank or trust company acting as trustee of an express trust or ascustodian, any Trust Officer.

"Ongoing Expense Reserve Amount": On any Payment Date, an amount equal tothe excess, if any, of (i) the Administrative Expense Senior Cap, over (ii) the sum of (withoutduplication) (x) all amounts paid pursuant to clause (ii) of the Priority of Interest Proceeds onsuch Payment Date plus (y) all Administrative Expenses paid during the related CollectionPeriod pursuant to Section 11.2.

"Ongoing Expense Reserve Ceiling": On any Payment Date, the excess, if any, of$250,000 over the amount then on deposit in the Expense Reserve Account without giving effectto any deposit thereto on such Payment Date pursuant to clause (iii) of the Priority of InterestProceeds.

"Opinion of Counsel": A written opinion (which may rely upon a certificate of anAuthorized Officer of the Issuer or other relevant Person as to factual matters) addressed to theTrustee and, if required by the terms hereof, any Rating Agency, in form and substancereasonably satisfactory to the Trustee, of a nationally or internationally recognized law firm or anattorney at law admitted to practice in the relevant jurisdiction (including any State of the UnitedStates or the District of Columbia or the Cayman Islands with respect to matters relating to thelaws of the Cayman Islands), which attorney (or law firm) may, except as otherwise expresslyprovided in this Indenture, be counsel for the Issuer or the Asset Manager and which attorneyshall be reasonably satisfactory to the Trustee.

"Optional Liquidation Amount": An amount equal to 15.0% of the Effective DateTarget Par.

"Optional Redemption": Any Senior Notes Redemption (including after a TaxEvent), Refinancing or Equity Redemption.

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"original issue discount": The meaning specified in Section 1273 of the Code.

"ORIX Owner": The meaning specified in Section 10.9(a).

"Outstanding": With respect to any Class of Notes or all of the Notes, as of anydate of determination, all of such Class of Notes or all of the Notes, as the case may be,theretofore authenticated and delivered under this Indenture, except:

Notes theretofore canceled by the Indenture Registrar or delivered to the(a)Indenture Registrar for cancellation (including any Class of Notes that has been paid infull) or registered in the Indenture Register on the date the Trustee provides notice toHolders pursuant to Section 4.1 that this Indenture has been discharged;

Notes or portions thereof for whose payment or redemption funds in the(b)necessary amount have been theretofore irrevocably deposited with the Trustee in trustfor the Holders of such Notes (pursuant to Section 4.1(a)(B); provided, that if such Notesor portions thereof are to be redeemed, notice of such redemption has been duly givenpursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

Notes issued in exchange for or in lieu of which other Notes have been(c)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, destroyed, lost or stolen for which(d)replacement Notes have been issued as provided in Section 2.6;

provided that in determining whether the Holders of the requisite percentage of the AggregateOutstanding Amount of the Securities of any Class or Classes have exercised any Voting Rights,Securities owned by the Issuer or any of its Affiliates shall be disregarded and deemed not to beOutstanding (unless the Issuer and its Affiliates are the sole Holders or beneficial owners of all ofthe Securities of such Class or Classes), except that, in determining whether the Trustee shall beprotected in relying upon any such request, demand, authorization, direction, notice, consent orwaiver, only Securities that the Trustee has actual knowledge that they are so beneficially ownedshall be so disregarded. Securities so owned that have been pledged in good faith may beregarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee'sright so to act with respect to such Securities and that the pledgee is not the Issuer or anyAffiliate of the Issuer.

"Overcollateralization Ratio": As of any Measurement Date, with respect to anyspecific Class or Classes of Rated Notes, the ratio (expressed as a percentage) obtained bydividing:

the Net Collateral Principal Balance; by(a)

the Aggregate Outstanding Amount of the Notes of such Class or Classes,(b)each Higher Ranking Class and any Pari Passu Class.

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For these purposes, the Class A Notes and the Class B Notes will be treated as oneClass.

"Overcollateralization Test": Each of the Class A/B Overcollateralization Test,the Class C Overcollateralization Test, the Class D Overcollateralization Test and the Class EOvercollateralization Test, which shall be satisfied if the related Overcollateralization Ratio isequal to or greater than the ratio specified below:

Test Minimum (%)

Class A/B Overcollateralization Test 122.3Class C Overcollateralization Test 112.5Class D Overcollateralization Test 107.6Class E Overcollateralization Test 103.7

"Pari Passu Class": With respect to any Class, each Class that is parri passu inright of payment to such class under the Priority of Interest Proceeds.

"Partial PIK Obligation": Any obligation on which interest, in accordance with itsrelated Underlying Instrument, may be (a) partly paid in cash and (b) partly deferred, or paid bythe issuance of additional obligations identical to such obligation or through additions to theprincipal amount thereof; provided that the Underlying Instrument requires such payment in cashto be at a per annum rate that is equal to or greater than (x) in the case of a Fixed RateObligation, the U.S. dollar swap rate at the time of issuance of such obligation for a maturitycorresponding to the maturity of such obligation or (y) in the case of a Floating Rate Obligation,LIBOR at the time of issuance of such obligation for a maturity corresponding to the frequencyof the reset dates for such obligation.

"Partial Redemption": A Refinancing of one or more, but not all, Classes ofSenior Notes.

"Partial Redemption Date": Any day on which a Partial Redemption occurs.

"Partial Redemption Interest Proceeds": In connection with a Refinancing of oneor more (but not all) of the Senior Notes or a Re-Pricing Redemption, Interest Proceeds in anamount equal to (a) the lesser of (i) the amount of accrued interest on the Classes beingrefinanced (after giving effect to payments under the Priority of Interest Proceeds if the PartialRedemption Date or Re-Pricing Redemption Date would have been a Payment Date withoutregard to the Partial Redemption or Re-Pricing Redemption) and (ii) the amount the AssetManager reasonably determines would have been available for distribution under the Priority ofPayments for the payment of accrued interest on the Classes being refinanced on the nextsubsequent Payment Date if such Notes had not been refinanced plus (b) if the PartialRedemption Date or Re-Pricing Redemption Date is not a Payment Date, the amount (i) theAsset Manager reasonably determines would have been available for distribution under thePriority of Payments for the payment of Administrative Expenses on the next subsequentPayment Date and (ii) any reserve established by the Issuer with respect to such PartialRedemption or Re-Pricing.

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"Participation": A participation interest in a loan originated by a bank or financialinstitution that, at the time of acquisition, or the Issuer's commitment to acquire the same,satisfies each of the following criteria: (i) such participation would constitute a CollateralObligation were it acquired directly, (ii) the Selling Institution is a lender on the loan, (iii) theaggregate participation in the loan granted by such Selling Institution to any one or moreparticipants does not exceed the principal amount or commitment with respect to which theSelling Institution is a lender under such loan, (iv) such participation does not grant, in theaggregate, to the participant in such participation a greater interest than the Selling Institutionholds in the loan or commitment that is the subject of the participation, (v) the entire purchaseprice for such participation is paid in full (without the benefit of financing from the SellingInstitution or its affiliates) at the time of the Issuer's acquisition (or, to the extent of aparticipation in the unfunded commitment under a Revolving Credit Facility or Delayed FundingLoan, at the time of the funding of such loan), (vi) the participation provides the participant all ofthe economic benefit and risk of the whole or part of the loan or commitment that is the subjectof the loan participation and (vii) such participation is documented under a Loan Syndicationsand Trading Association, Loan Market Association or similar agreement standard for loanparticipation transactions among institutional market participants. For the avoidance of doubt, aParticipation shall not include a sub-participation interest in any loan.

"Partner": The meaning specified in Section 10.9(j)(i).

"Partnership Interest": The meaning specified in Section 10.9(j)(i).

"Partnership Representative": The meaning specified in Section 10.9(j)(ii).

"Paying Agent": Any Person authorized by the Applicable Issuer to makepayments on its behalf.

"Payment Account": The account established pursuant to Section 10.1(b) anddescribed in Section 10.3(a).

"Payment Date": The 23rd of January, April, July and October of each year,commencing in January 2017 (or if any such date is not a Business Day, the next succeedingBusiness Day), and any Redemption Date (other than a Partial Redemption Date or Re-PricingRedemption Date), each Liquidation Payment Date and the Stated Maturity; provided, thatfollowing the redemption or repayment in full of the Senior Notes, Holders of the SubordinatedNotes may receive payments (including in respect of an Optional Redemption of SubordinatedNotes) on any dates designated by the Asset Manager (which dates may or may not be the datesstated above) upon seven Business Days' prior written notice to the Trustee and the CollateralAdministrator (which notice the Trustee will promptly forward to the Holders of theSubordinated Notes) and such dates will thereafter constitute Payment Dates.

"Payment Date Instructions": The meaning specified in Section 10.5(c).

"Payment Date Report": Each report containing the information set forth onSchedule G, as the same may be modified and amended by mutual agreement between theCollateral Administrator and the Asset Manager, that is delivered pursuant to Section 10.5(b).

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"Person": An individual, corporation (including a statutory trust), partnership,joint venture, association, joint stock company, trust (including any beneficiary thereof), limitedliability company, unincorporated association or government or an agency or politicalsubdivision thereof.

"PIK Obligations": Debt obligations (other than Partial PIK Obligations) thatprovide for periodic payments of 100% of interest to be deferred or capitalized (withoutdefaulting).

"Plan Asset Entity": Any entity whose underlying assets include, or are deemedfor purposes of ERISA or the Code to include, plan assets by reason of an employee benefitplan's or a plan's investment in the entity within the meaning of the Plan Asset Regulation orotherwise.

"Plan Asset Regulation": U.S. Department of Labor regulation 29 C.F.R. Section2510.3-101 (as modified by Section 3(42) of ERISA).

"Pledged Collateral Obligation": As of any date of determination, any CollateralObligation that has been Granted to the Trustee and has not been released from the lien of thisIndenture.

"Pledged Obligations": On any date of determination, (i) the Pledged CollateralObligations, Eligible Investments and Equity Securities that form a part of the Collateral and (ii)all non-cash proceeds thereof.

"Post-Reinvestment Period Criteria": The meaning specified in Section 12.2(e).

"Posting": The forwarding by the Collateral Administrator of emails received atthe Information Agent Address to the Posting Email Account (as defined in the CollateralAdministration Agreement) for posting to the Issuer's Website.

"Principal Balance": With respect to any Pledged Obligation, as of any date ofdetermination, the outstanding principal amount of such Pledged Obligation; provided that:

the Principal Balance of any Collateral Obligation received upon(a)acceptance of an Offer for another Collateral Obligation, which Offer expressly states thatfailure to accept such Offer may result in a default under the Underlying Instruments, willbe determined as if such Collateral Obligation were a Defaulted Obligation until suchtime as interest and principal, as applicable, are received when due with respect to suchCollateral Obligation;

the Principal Balance of any Equity Security will be deemed to be zero;(b)

the Principal Balance of any Partial PIK Obligation or PIK Obligation will(c)not include deferred and capitalized interest; and

the Principal Balance of a Credit Facility will be its Commitment Amount.(d)

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"Principal Collection Account": The account established pursuant to Section10.1(b) and described in Section 10.2.

"Principal Payment Sequence": Payments of principal of Classes of Senior Noteswill be paid in the following order of priority: (a) first, on the Class A Notes; (b) after the ClassA Notes are retired, the Class B Notes (pro rata); (c) after the Class B Notes are retired, the ClassC Notes; (d) after the Class C Notes are retired, the Class D Notes; and (e) after the Class DNotes are retired, the Class E Notes.

"Principal Proceeds": The sum of the following amounts (without duplication andexcluding with respect to any Payment Date, amounts that have been invested (or committed forinvestment by the Asset Manager), including as part of such investment amounts, fundsdeposited or to be deposited in the Credit Facility Reserve Account):

all amounts received by the Issuer during the related Collection Period that(a)do not constitute Interest Proceeds;

any Refinancing Proceeds with respect to a Refinancing of each Class of(b)Senior Notes;

any amounts designated as Principal Proceeds under the Priority of Partial(c)Redemption Payments;

any portion of the Closing Date Reserve designated by the Asset Manager(d)as Principal Proceeds prior to the Effective Date;

any proceeds of an issuance of Additional Junior Notes designated by the(e)Asset Manager as Principal Proceeds and any proceeds of any other issuance ofAdditional Notes; and

any Contributions deposited in the Collection Account as Principal(f)Proceeds.

"Priority of Interest Proceeds": The meaning specified in Section 11.1(a).

"Priority of Partial Redemption Payments": The meaning specified in Section11.1(d).

"Priority of Post-Acceleration Payments": The meaning specified in Section11.1(c).

"Priority of Payments": The Priority of Interest Proceeds, the Priority of PrincipalProceeds, the Priority of Post-Acceleration Payments and the Priority of Partial RedemptionPayments.

"Priority of Principal Proceeds": The meaning specified in Section 11.1(b).

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"Process Agent": Any agent in the Borough of Manhattan, The City of New Yorkappointed by the Issuer where notices and demands to or upon the Issuer in respect of thesecurities or this Indenture may be served, which shall initially be National Corporate Research,Ltd., at 10 East 40th Street, 10th Floor, New York, NY 10016.

"Protected Purchaser": The meaning specified in Article 8 of the UCC.

"Purchase Agreement": The securities purchase agreement dated as of the ClosingDate among the Co-Issuers and the Initial Purchaser, as amended from time to time.

"Purchaser": The meaning specified in Section 2.5(f).

"QIB/QP": Any Person that, at the time of its acquisition, purported acquisition orproposed acquisition of Securities, is both a Qualified Institutional Buyer and a QualifiedPurchaser.

"Qualified Institutional Buyer": Any Person that, at the time of its acquisition,purported acquisition or proposed acquisition of Securities, is a qualified institutional buyerwithin the meaning of Rule 144A.

"Qualified Purchaser": Any Person that, at the time of its acquisition, purportedacquisition or proposed acquisition of Securities, is a qualified purchaser within the meaning ofthe Investment Company Act.

"Rated Notes": The Senior Notes.

"Rating Agency": S&P, for so long as any of the Notes rated by S&P at therequest of the Issuer are Outstanding.

"Rating Agency Confirmation": Confirmation in writing (which may be in theform of a press release) from S&P that a proposed action or designation will not cause the thencurrent ratings of any Class of Notes rated by it to be reduced or withdrawn or in the case of theEffective Date Ratings Confirmation Condition, the ratings assigned by it on the Closing Date. If(a) S&P makes a public announcement or informs the Issuer, the Asset Manager or the Trusteethat (i) it believes Rating Agency Confirmation is not required with respect to an action or (ii) itspractice is to not give such confirmations, (b) S&P no longer constitutes a Rating Agency underthis Indenture or (c) with respect to any Class that will not be Outstanding at the end of the dayon which such action or designation becomes effective, the requirement for Rating AgencyConfirmation with respect to S&P will not apply.

"Record Date": With respect to any Payment Date, the fifteenth day prior to suchdate; provided, however, that if such fifteenth day is not a Business Day, the Record Date will bethe preceding Business Day.

"Recovery Approved Country": Each of (a) Australia, Austria, Belgium, Canada,Denmark, Finland, France, Germany, Iceland, Liechtenstein, Luxembourg, the Netherlands, NewZealand, Norway, Spain, Sweden, Switzerland and the United Kingdom, in each case, so long as

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such country has a foreign currency ceiling rating of at least "Aa3" from Moody's and a foreigncurrency issuer rating of at least "AA" from S&P, (b) the United States and its territories andpossessions and (c) any other country for which Rating Agency Confirmation is obtained.

"Recovery Rate Amount": The lower of the S&P Recovery Rate applicable to theHighest Priority S&P Class and the Moody's Recovery Rate.

"Redeemed Notes": The meaning specified in Section 9.1(d).

"Redemption Date": Any day on which an Optional Redemption occurs.

"Redemption Financing": The meaning specified in Section 9.1(b).

"Redemption Price": With respect to an Optional Redemption or Re-Pricing of(a) the Senior Notes, an amount equal to the outstanding principal amount of such Notes to beredeemed plus accrued and unpaid interest (including any Defaulted Interest (and any interestthereon), and any Deferred Interest and any interest thereon); and (b) any Subordinated Notes, anamount equal to any remaining Principal Proceeds payable on such Subordinated Notes under thePriority of Principal Proceeds on the Redemption Date or Re-Pricing Redemption Date; providedthat, by unanimous consent, any Class may agree to decrease the Redemption Price for thatClass.

"Reference Banks": Four major banks in the London interbank market selected bythe Calculation Agent (after consultation with the Asset Manager).Rate": With respect to (a)Floating Rate Notes, (i) LIBOR, (ii) the Designated Reference Rate upon written notice from theAsset Manager to the Trustee (who will forward such notice to the Holders and each RatingAgency), the Collateral Administrator and the Calculation Agent of such Designated ReferenceRate and that the Designated Reference Rate Condition has been satisfied or (iii) any otheralternative base rate adopted pursuant to a Reference Rate Amendment, and (b) Floating RateObligations, Libor or the applicable benchmark rate currently in effect and calculated inaccordance with the related Underlying Instruments; provided that if at any time the ReferenceRate with respect to the Floating Rate Notes is less than zero, the Reference Rate with respect tothe Floating Rate Notes shall be deemed to equal zero.

In connection with the election of a Reference Rate other than LIBOR, the AssetManager in its sole discretion shall establish by written notice to the Issuer, the Trustee and theCollateral Administrator and the Calculation Agent, (i) applicable alternative procedures fordetermining such base rate and (ii) procedures for interpolation of base rates of differingmaturities for any Interest Period that does not have a term of three months (for the avoidance ofdoubt, quarterly Payment Date to quarterly Payment Date will be deemed to have a term of threemonths).

"Reference Rate Amendment": The meaning specified in Section 8.1(xxv).

"Reference Rate Modifier": With respect to any replacement of LIBOR with aDesignated Reference Rate, a spread adjustment (which may be a positive or negative value ormay be zero) applied in order to cause such rate to be comparable to LIBOR and determined by

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the first applicable alternative set forth in the order below that can be determined by the AssetManager:

(1) the spread adjustment, or method for calculating or determining suchspread adjustment, that has been proposed or recommended (whether by letter, protocol,publication of standard terms or otherwise) by the Loan Syndication and Trading Association, theAlternative Reference Rates Committee (or such successor organization, as applicable), or anyRelevant Governmental Body for the applicable Designated Reference Rate; or

(2) the spread adjustment, or method for calculating or determining suchspread adjustment, that has been selected by the Asset Manager after giving due consideration toany industry-accepted spread adjustment for the replacement of Libor with the applicableDesignated Reference Rate for Dollar-denominated collateralized loan obligation securitizationtransactions at such time.

"Refinancing": The meaning specified in Section 9.1(a).

"Refinancing Date": July 24, 2017.

"Refinancing Obligations": The meaning specified in Section 9.1(d).

"Refinancing Proceeds": Proceeds from a Redemption Financing or the issuanceof Replacement Notes, as applicable.

"Refinancing Purchase Agreement": The note purchase agreement, dated as of theRefinancing Date, by and among the Co-Issuers and the Initial Purchaser, as amended from timeto time.

"Registered": A debt obligation that is in registered form for purposes of theCode.

"Regulation S": Regulation S under the Securities Act.

"Regulation S Global Security": Any Security sold outside the United States tonon-"U.S. persons" (as defined in Regulation S) in reliance on Regulation S and issued in theform of a permanent global security in definitive, fully registered form without interest coupons.

"Reinvestment Balance Criteria": Any of the following requirements, in each casedetermined after giving effect to the proposed purchase of Collateral Obligations and all othersales or purchases previously or simultaneously committed to: (i) the Net Collateral PrincipalBalance is maintained or increased, (ii) the Aggregate Principal Balance of the CollateralObligations plus, without duplication, Principal Proceeds on deposit in the Accounts is greaterthan or equal to the Reinvestment Target Par Balance, or (iii) the Aggregate Principal Balance ofthe Collateral Obligations plus, without duplication, Principal Proceeds on deposit in theAccounts is maintained or increased.

"Reinvestment Period": The period commencing on the Closing Date and endingon the earliest to occur of (a) the Payment Date in July 2021, (b) the date after the Non-Call

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Period specified by the Asset Manager in a notice to the Trustee that investments in additionalCollateral Obligations within the foreseeable future would be either impractical or not beneficial,(c) the last day of the Collection Period related to any Redemption Date on which all of the Notesare redeemed and (d) the date on which all unpaid amounts payable on the Senior Notes areaccelerated and become due and payable in accordance with this Indenture.

"Reinvestment Period Criteria": The meaning specified in Section 12.2(b).

"Reinvestment Requirements": Collectively, the Reinvestment Period Criteriaand the Post-Reinvestment Period Criteria.

"Reinvestment Requirements Adjusted Balance": With respect to each CollateralObligation, the Principal Balance of such Collateral Obligation; provided that the ReinvestmentRequirements Adjusted Balance of any:

Deep Discount Obligation will be the product of the (x) purchase(i)price (expressed as a percentage of par and, for the avoidance of doubt, withoutaveraging) and (y) the principal amount of such Deep Discount Obligation; and

Collateral Obligation included in the CCC Excess Value or the Caa(ii)Excess Value will be the Market Value of such Collateral Obligation.

For purposes of this definition, if a Collateral Obligation qualifies under morethan one clause, it will be included under the clause that results in the lower value for thatCollateral Obligation.

"Reinvestment Target Par Balance": An amount equal to the Effective DateTarget Par minus (i) the amount of any reduction in the Aggregate Outstanding Amount of theNotes through the payment of Principal Proceeds or Interest Proceeds plus (ii) the aggregateamount of Principal Proceeds that result from the issuance of any Additional Notes under and inaccordance with this Indenture (after giving effect to such issuance of any Additional Notes).

"Relevant Governmental Body": The Federal Reserve Board and/or the FederalReserve Bank of New York, or a committee officially endorsed or convened by the FederalReserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

"Relevant Jurisdiction": As to any obligor on any Collateral Obligation, anyjurisdiction (a) in which the obligor is incorporated, organized, managed and controlled orconsidered to have its seat, (b) where an office through which the obligor is acting for purposesof the relevant Collateral Obligation is located, (c) in which the obligor executes UnderlyingInstruments or (d) in relation to any payment, from or through which such payment is made.

"Replacement Notes": The meaning specified in Section 9.1(d).

"Re-Priced Class": The meaning specified in Section 9.4(a) .

"Re-Pricing": The meaning specified in Section 9.4(a).

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"Re-Pricing Date": The Business Day on which a Re-Pricing occurs as fixed bythe Asset Manager or a Majority of the Subordinated Notes (with the consent of the AssetManager).

"Re-Pricing Eligible Notes": The Classes of Securities specified in Section 2.2.

"Re-Pricing Intermediary": The meaning specified in Section 9.4(a).

"Re-Pricing Proceeds": Proceeds from the issuance of Re-Pricing ReplacementNotes.

"Re-Pricing Rate": In connection with any Re-Priced Class, the revised spreadover LIBOR with respect to such Class following completion of the Re-Pricing.

"Re-Pricing Redemption": In connection with a Re-Pricing, the redemption by theIssuer of the Notes of the Re-Priced Class held by Non-Consenting Holders from the proceeds ofthe Re-Pricing Replacement Notes.

"Re-Pricing Redemption Date": Any Business Day on which a Re-PricingRedemption occurs.

"Re-Pricing Replacement Notes": Notes issued in connection with a Re-Pricingthat have terms identical to the Re-Priced Class (after giving effect to the Re-Pricing) and areissued in an Aggregate Outstanding Amount such that the Re-Priced Class will have the sameAggregate Outstanding Amount after giving effect to the Re-Pricing as it did before theRe-Pricing.

"Repurchase Conditions": With respect to any repurchase of Notes, (a) no Eventof Default has occurred and is continuing, (b) each Coverage Test is satisfied both immediatelyprior to, and after giving effect to, the proposed purchase, (c) the Issuer has sufficient PrincipalProceeds to pay the purchase price of the Repurchased Notes and Interest Proceeds to purchasethe accrued interest on the Repurchased Notes, (d) the Repurchased Notes are purchased throughone or more transactions privately negotiated on an arm's length basis (in each case, subject toapplicable law) with Holders having the right, but not the obligation, to sell their Notes to theIssuer and (e) the Trustee has received an Officer's certificate of the Asset Manager to the effectthat the conditions in clauses (a) through (d) have been satisfied.

"Repurchased Notes": Any Notes repurchased by the Issuer pursuant to Section2.5(i).

"Required Redemption Percentage": With respect to (a) any Optional Redemptionresulting from a Tax Event, a Majority of the Subordinated Notes or a Majority of any AffectedClass, (b) any other Optional Redemption, a Majority of the Subordinated Notes and (c) in thecase of any Optional Redemption (including after a Tax Event), the consent of the AssetManager.

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"Required S&P Credit Estimate Information": S&P's "Credit EstimateInformation Requirements" dated April 2011 and any other available information S&Preasonably requests in order to produce a credit estimate for a particular asset.

"Resolution": With respect to the Issuer, a resolution of the board of directors ofthe Issuer, and with respect to the Co-Issuer, an action in writing by the member, manager or theboard of managers of the Co-Issuer.

"Restricted Period": The meaning specified in Section 2.2(g).

"Restricted Trading Period": Each day during which:

the Class A Notes are Outstanding; the rating of the Class A Notes(a)assigned by S&P is withdrawn (and not reinstated) or is one or more subcategories belowits initial rating; or;

the Class B Notes are Outstanding, the rating of the Class B Notes(b)assigned by S&P is withdrawn (and not reinstated) or is two or more subcategories belowits initial rating;

provided that (i) such period will not be a Restricted Trading Period if (A) after giving effect toany sale of the relevant Collateral Obligations, the Collateral Principal Balance will be at leastequal to the Reinvestment Target Par Balance, (B) each test specified in the definition ofCollateral Quality Test is satisfied, and (C) each Overcollateralization Test is satisfied; (ii) suchperiod will not be a Restricted Trading Period, upon the direction of a Majority of the ControllingClass, which direction by the Majority of the Controlling Class will remain in effect until theearlier of (A) a subsequent direction by a Majority of the Controlling Class to declare thebeginning of a Restricted Trading Period or (B) a further downgrade or withdrawal of any suchS&P rating, if disregarding such direction would cause the conditions set forth above to be true;and (iii) no Restricted Trading Period will restrict any sale of a Collateral Obligation entered intoby the Issuer at a time when a Restricted Trading Period was not in effect, regardless of whethersuch sale has settled.

"Retention Holder": On the Refinancing Date, ORIX Proprietary Investing, LLCor another "majority owned affiliate" of the Asset Manager, and thereafter any successor,assignee or transferee thereof permitted under the Risk Retention Requirements.

"Revolving Credit Facility": A debt instrument that provides the borrower with aline of credit against which one or more borrowings may be made up to the stated principalamount of such facility and which provides that such borrowed amount may be repaid andreborrowed from time to time; provided that such debt instrument shall be considered aRevolving Credit Facility only for so long as, and to the extent that, such future fundingobligation remains in effect. In the case of any Loan that consists of a combination of aRevolving Credit Facility and a term loan, only that portion of the Loan that may be repaid andreborrowed will be treated as a Revolving Credit Facility.

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"Risk Retention Issuance": An additional issuance of Notes directed by the AssetManager in connection with (i) a Refinancing or a Re-Pricing for the purpose of compliance withthe Risk Retention Requirements or (ii) in connection with a determination made by the AssetManager in its capacity as "sponsor" pursuant to the Risk Retention Requirements in itscommercially reasonable judgment that such additional issuance is necessary for purposes ofcomplying with the Risk Retention Requirements.

"Risk Retention Requirements": Any requirement then in effect and applicable tocollateralized loan obligation transactions under Section 15G of the Exchange Act and theapplicable final rules and regulations and for which there is no exemption for compliance withsuch requirements.

"Rule 144A": Rule 144A under the Securities Act.

"Rule 144A Global Security": Any Security sold in reliance on Rule 144A andissued in the form of a permanent global security in definitive, fully registered form withoutinterest coupons.

"Rule 17g-5": Rule 17g-5 under the Exchange Act.

"Rule 17g-5 Procedures": The meaning specified in Section 14.4.

"S&P": S&P Global Ratings, a Standard & Poor's Financial Services LLCbusiness, and any successor or successors thereto and, if such corporation shall for any reason nolonger perform the functions of a securities rating agency, "S&P" shall be deemed to refer to anyother nationally recognized rating agency designated in writing by the Asset Manager on behalfof the Issuer (with a copy to the Trustee).

"S&P CDO Monitor Test": The meaning specified in Schedule D.

"S&P Collateral Value": With respect to any Defaulted Obligation, the lesser of(i) the S&P Recovery Amount of such Defaulted Obligation as of the relevant Measurement Dateand (ii) the Market Value Amount of such Defaulted Obligation as of the relevant MeasurementDate.

"S&P Industry Classification": The S&P Industry Classifications set forth inSchedule A-2 hereto.

"S&P Rating": The meaning specified on the S&P Rating Schedule.

"S&P Rating Schedule": Schedule C, as the same may be amended from time totime pursuant to Section 8.2(b).

"S&P Recovery Amount": With respect to any Collateral Obligation, an amountequal to:

the applicable S&P Recovery Rate; multiplied by(a)

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the Principal Balance of such Collateral Obligation.(b)

"S&P Recovery Rate": The meaning specified on the S&P Rating Schedule.

"S&P Weighted Average Recovery Rate": The number obtained by (i) summingthe products obtained by multiplying the Principal Balance of each Pledged Collateral Obligationby its respective S&P Recovery Rate, (ii) dividing such sum by the Aggregate Principal Balanceof all such Pledged Collateral Obligations, and (iii) rounding up to the nearest thousandth.

"S&P Weighted Average Recovery Rate Test": A test satisfied as of anyMeasurement Date if (a) the S&P Weighted Average Recovery Rate for the Highest Priority S&PClass is greater than or equal to the applicable percentage set forth on the S&P Matrix basedupon the applicableWeighted Average S&P Recovery Rate Case chosen by the Asset Manager inaccordance with the definition of S&P CDO Monitor Inputs or (b) no Class rated by S&Premains Outstanding.

"S&P Weighted Average Spread": The average of the Effective Spreads of theCollateral Obligations, weighted by Principal Balance.

"Sale Proceeds": All proceeds (excluding accrued interest) received as a result ofsales of any Pledged Collateral Obligations and/or Equity Securities net of any expenses inconnection with any such sale.

"Scheduled Distribution": With respect to any Pledged Obligation, for each DueDate, the scheduled payment of principal and/or interest and/or fees due on such Due Date withrespect thereto, determined in accordance with the assumptions specified in Section 1.2.

"Second Lien Loan": Any Loan that (a) is not (and cannot by its terms become)subordinate in right of payment to any other obligation of the obligor of the Loan other than aSenior Secured Loan or a DIP Loan with respect to the liquidation of such obligor or thecollateral for such Loan and (b) is secured by a valid second priority perfected security interest orlien to or on specified collateral securing the obligor's obligations under the Loan; provided,however, that any such right of payment, security interest or lien may be subordinate tocustomary permitted liens (including, without limitation, tax liens).

"Second Refinancing Date": [_], 2020.

"Second Refinancing Notes": The Class A-R2 Notes, the Class B-R2 Notes, theClass C-R2 Notes, the Class D-R2 Notes and the Class E-R2 Notes.

"Second Refinancing Placement Agent": J.P. Morgan Securities LLC, in itscapacity as placement agent with respect to the Second Refinancing Notes under the SecondRefinancing Placement Agreement.

"Second Refinancing Placement Agreement": The agreement dated as of theSecond Refinancing Date by and between the Issuer and the Second Refinancing PlacementAgent.

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"Section 13 Banking Entity": An entity that (i) is defined as a "banking entity"under the Volcker Rule, (ii) provides written certification thereof to the Issuer and the Trustee,and (iii) identifies the Class or Classes of Notes held by such entity and the AggregateOutstanding Amount thereof.

"Secured Obligations": The meaning specified in the Granting Clause I.

"Secured Parties": The Trustee, the Holders of the Senior Notes, the AssetManager, the Administrator, the Collateral Administrator and the Bank in each of its othercapacities under the Transaction Documents, in each case, to the extent provided in the GrantingClauses of this Indenture.

"Securities": The Notes.

"Securities Act": The U.S. Securities Act of 1933, as amended.

"Selling Institution": The entity obligated to make payments to the Issuer underthe terms of a Participation.

"Senior Notes": Together, the Notes (other than the Subordinated Notes).

"Senior Notes Redemption": The meaning specified in Section 9.1(a).

"Senior Notes Redemption Amount": The meaning specified in Section 9.1(b)(ii).

"Senior Notes Redemption Date": Any Redemption Date on which a SeniorNotes Redemption occurs.

"Senior Secured Loan": Any Loan that (a) is secured by a valid first priorityperfected security interest or lien on specified collateral securing the obligor's obligations underthe Loan (subject to customary permitted liens, such as, but not limited to, any tax liens and alsosubject to any liens imposed in any bankruptcy, reorganization, arrangement, insolvency,moratorium or liquidation proceedings) and (b) cannot by its terms become subordinate in rightof payment to any other obligation of the obligor of the Loan.

"Share Trustee": Estera Trust (Cayman) Limited (and any successor thereto insuch capacity) under a declaration of trust related to the issued ordinary share capital of theIssuer.

"Similar Laws": Local, state, federal or non-U.S. laws that are substantiallysimilar to any fiduciary responsibility provisions of ERISA or any prohibited transactionprovisions of Section 406 of ERISA or Section 4975 of the Code.

"Specified Proceeds": The meaning specified in Section 12.2(f).SOFR": Withrespect to any day, the secured overnight financing rate published for such day by the FederalReserve Bank of New York, as the administrator of the benchmark, (or a successoradministrator) on the Federal Reserve Bank of New York's website (or a successor location).

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"Sole Equity Owner": A person who is treated for U.S. federal income taxpurposes as the sole owner of the Subordinated Notes and the other securities that are treated asequity of the Issuer for U.S. federal income tax purposes.

"Specified Proceeds": The meaning specified in Section 12.2(f).

"Stated Maturity": With respect to any security, the date specified in suchsecurity, with respect to any repurchase obligation, the repurchase date thereunder, and withrespect to any Note, the date specified in such Note and in Section 2.2, as the fixed date on whichthe final payment of principal or final cash payment in respect of such security, repurchaseobligation or Note, as the case may be, is due and payable, or, if such date is not a Business Day,the next succeeding Business Day.

"Structured Finance Obligation": Any trust certificate, collateralized debtobligation or other structured finance security.

"Subordinate Interests": The meaning specified in Section 13.1(a).

"Subordinated Note": Each of the Subordinated Notes issued pursuant to thisIndenture and having the characteristics specified in Section 2.2.

"Substitute Obligation": Collateral Obligations purchased after the ReinvestmentPeriod with Eligible Reinvestment Amounts.

"Successor": The meaning specified in Section 7.10(a).

"Supermajority": With respect to any Class or Classes of Securities, the Holdersof at least 66 2/3% of the Aggregate Outstanding Amount of the Securities of such Class orClasses, as the case may be.

"Synthetic Security": A Registered U.S. Dollar denominated swap transaction,structured bond investment or other investment purchased from, or entered into with, acounterparty, which investment has returns linked to credit performance of a reference obligor orone or more reference obligations.

"Target Return": With respect to any Payment Date, the amount that, togetherwith all amounts paid to the Holders of the Subordinated Notes pursuant to the Priority ofPayments prior to such Payment Date, would cause the Holders of the Subordinated Notes to firstachieve an Internal Rate of Return of 12.0%.

"Tax Account Reporting Rules": FATCA and any other laws, intergovernmentalagreements, administrative guidance or official interpretations, adopted or entered into on, beforeor after the date of this Indenture, by one or more governments providing for the collection offinancial account information and the automatic exchange of such information between or amonggovernments for purposes of improving tax compliance, including but not limited to the CaymanIslands Tax Information Authority Law (2017 Revision) (as amended), and any laws,

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intergovernmental agreements or other guidance adopted pursuant to the global standard forautomatic exchange of financial account information issued by the OECD.

"Tax Account Reporting Rules Compliance": Compliance with Tax AccountReporting Rules including, without limitation, as necessary to avoid (a) fines, penalties, or othersanctions imposed on the Issuer or any of its directors, or (b) the withholding or imposition of taxfrom or in respect of payments to or for the benefit of the Issuer.

"Tax Advances": The meaning specified in Section 10.9(j)(vi).

"Tax Advice": Written advice from tax counsel of nationally recognized standingin the United States experienced in transactions of the type being addressed that (i) is based onknowledge by the person giving the advice of all relevant facts and circumstances of the Issuerand action (which are described in the advice or in a written description referred to in the advicewhich may be provided by the Issuer or Asset Manager) and (ii) is intended by the personrendering the advice to be relied upon by the Issuer and any other addressee required hereunderin determining whether to take such action.

"Tax Event": Any new, or change in any, U.S. or non-U.S. tax statute, treaty,regulation, rule, ruling, practice, procedure or judicial decision or interpretation which results in(a) any portion of any payment due from any issuer under any Pledged Obligation becomingsubject to the imposition of U.S. or non-U.S. withholding tax (other than withholding tax withrespect to dividends in respect of Equity Securities), which withholding tax is not compensatedfor by a "gross up" payment or (b) any jurisdiction imposing net income, profits, or a similar taxon the Issuer, and, as to any Collection Period, such non-compensated withholding tax or net taximposed on the Issuer equals an amount equivalent to 5.0% or more of the aggregate scheduledinterest distributions on Collateral Obligations during such Collection Period.

"Tax Guidelines": Investment guidelines that are intended to prevent the Issuerfrom being engaged in a trade or business in the United States for U.S. federal income taxpurposes and that are provided by tax counsel of nationally recognized standing experienced insuch matters.

"Tax Jurisdiction": (a) Any of the tax advantaged jurisdictions of the CaymanIslands, the Channel Islands, Curaçao, the Bahamas, Bermuda, the Isle of Man, the Jersey Islandsand any other tax advantaged jurisdiction as may be notified to the Rating Agency by the AssetManager from time to time, in each case so long as such country has a foreign currency ceilingrating of at least "Aa3" from Moody's and a foreign currency issuer rating of at least "AA" fromS&P and (b) with Rating Agency Confirmation with respect to the treatment of anotherjurisdiction as a Tax Jurisdiction, such other jurisdiction.

"Tax Reserve Account": A segregated non-interest bearing account established inthe name of the Issuer pursuant to Section 10.3(g).

"Temporary Global Security": Any Co-Issued Note sold outside the United Statesto non-"U.S. persons" (as defined in Regulation S) in reliance on Regulation S and issued in theform of a temporary global security as specified in Section 2.2(g) in definitive, fully registered

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form without interest coupons.Term SOFR": The forward-looking term rate that has beenselected or recommended by the Relevant Governmental Body for the applicable DesignatedMaturity based on SOFR.

"Third Party Credit Exposure": As of any date of determination, the sum (withoutduplication) of the Principal Balance of each Collateral Obligation that consists of aParticipation.

"Third Party Credit Exposure Limits": Limits that will be satisfied if theaggregate Third Party Credit Exposure with counterparties having the ratings below from S&Pdoes not exceed the percentage of the Collateral Principal Balance specified below:

S&P's credit rating of Selling InstitutionAggregate

Percentage LimitIndividual

Percentage Limit

AAA 20% 20%AA+ 10% 10%AA 10% 10%AA- 10% 10%A+ 5% 5%A (with a short-term credit rating of "A-1") 5% 5%A- or below 0% 0%

provided that a Selling Institution having an S&P credit rating of "A" must also have a short-termS&P rating of "A-1" otherwise its Aggregate Percentage Limit and Individual Percentage Limitshall be 0%.

"Trading Plan": The meaning specified in Section 12.2(c).

"Trading Plan Period": The meaning specified in Section 12.2(c)(i).

"Transaction Documents": Each of the Indenture, the Asset ManagementAgreement, the Collateral Administration Agreement, the Account Agreement and theAdministration Agreement and on and after the Second Refinancing Date, the SecondRefinancing Placement Agreement.

"Transaction Party": Each of the Issuer, the Co-Issuer, the Initial Purchaser, theCollateral Administrator, the Trustee, the Indenture Registrar, the Share Trustee, theAdministrator and the Asset Manager.

"Transfer": The meaning specified in Section 2.5(f)(xv).

"Transfer Agent": The Person or Persons, which may be the Issuer, authorized bythe Issuer to exchange or register the transfer of Notes.

"Transfer Certificate": A duly executed transfer certificate substantially in theform of Exhibit B-1 through B-4.

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"Trust Officer": With respect to (a) the Trustee or the Bank, any officer within theCorporate Trust Office (or any successor group) of the Trustee or the Bank, respectively,authorized to act for or on behalf of the Trustee or the Bank with respect to administration of thisIndenture or to whom any matter arising hereunder is referred because of his knowledge of andfamiliarity with the particular subject, or (b) any other bank or trust company acting as trustee ofan express trust or as custodian, any officer within the principal office of such other bank or trustcompany authorized to act on its behalf.

"Trustee": U.S. Bank National Association, a national banking association, in itscapacity as trustee for the Secured Parties, unless a successor Person shall have become theTrustee pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shallmean such successor Person.

"UCC": The Uniform Commercial Code, as in effect from time to time in theState of New York.

"Uncertificated Security": The meaning specified in Article 8 of the UCC.

"Underlying Instrument": The terms and conditions, credit agreement or otheragreement in which the terms and conditions of an obligation are set out, and each otheragreement that governs the terms of or secures the obligations represented by such obligation orof which the holders of such obligation are the beneficiaries.

"Unfunded Amount": With respect to any Credit Facility at any time, the excess,if any, of (a) the Commitment Amount over (b) the Funded Amount thereof.

"Uninvested Proceeds": At any time, the funds on deposit in the UninvestedProceeds Account.

"Uninvested Proceeds Account": The account established pursuant to Section10.1(b) and described in Section 10.3(d).

"Unsaleable Obligation": (i) Any Defaulted Obligation, (ii) any Equity Security,(iii) any obligation received (x) in connection with an Offer, (y) in a restructuring or plan ofreorganization with respect to the obligor or (z) in any other exchange or (iv) any other asset,property or claim, in the case of (i) through (iv) as to which the Asset Manager has certified that(A) such asset, property or claim has a Market Value Amount of less than $1,000, (B) the AssetManager has made commercially reasonable efforts to dispose of such asset, property or claimfor at least 90 days and (C) in the Asset Manager's commercially reasonable judgment such asset,property or claim is not expected to be saleable for the foreseeable future.

"Unscheduled Principal Payments": All payments of principal (other than SaleProceeds) received as a result of prepayments, redemptions, exchange offers, tender offers orother unscheduled payments with respect to Collateral Obligations.

"Unsecured Loan": A Loan that is not secured.

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"U.S. Dollars," "dollars" or "U.S. $": The legal currency of the United States ofAmerica.

"Volcker Rule": Section 13 of the Bank Holding Company Act of 1956, asamended, and any applicable implementing regulations.

"Vote": Any exercise of Voting Rights.

"Voting Rights": Any request, demand, authorization, direction, notice, consent,waiver or other action provided by this Indenture or the Asset Management Agreement to begiven or taken by Holders.

"Warehouse Accrued Interest": With respect to Collateral Obligations thepurchase of which has been settled by the Issuer prior to the Closing Date, the amount of interestthat was accrued but unpaid prior to the Closing Date that will be received by the Issuer after theClosing Date.

"Weighted Average Life Test": A test satisfied as of any Measurement Date if theaverage Maturity of the Pledged Collateral Obligations (weighted by Principal Balance) (roundedto the nearest day) is earlier than the Payment Date in [July 2025.2026].

"Weighted Average Moody's Rating Factor": The sum of the products obtainedby multiplying the Principal Balance of each Pledged Collateral Obligation by its Moody's RatingFactor, dividing such sum by the Aggregate Principal Balance of all such Pledged CollateralObligations and rounding the result up to the nearest whole number.

"Weighted Average S&P Recovery Rate": As of any date of determination, thenumber, expressed as a percentage and determined solely for the Highest Ranking Class,obtained by summing the products obtained by multiplying the outstanding Principal Balance ofeach Collateral Obligation (excluding any Defaulted Obligations) by its corresponding recoveryrate as determined in accordance with Schedule C hereto, dividing such sum by the AggregatePrincipal Balance of all such Collateral Obligations, and rounding to the nearest tenth of apercent.

"Weighted Average Spread": The sum of (a) the average of the Effective Spreadsof the Collateral Obligations, weighted by Principal Balance plus (b)(i) the excess (if any) of theAggregate Principal Balance of the Pledged Collateral Obligations over the Reinvestment TargetPar Balance divided by (ii) the Aggregate Principal Balance of the Pledged Collateral Obligationsmultiplied by (iii) LIBORthe Reference Rate applicable to the Floating Rate Notes.

Assumptions as to Collateral Obligations, Etc. (a) In connectionSection 1.2with all calculations required to be made pursuant to this Indenture with respect to ScheduledDistributions on any Pledged Obligation, or any payments on any other assets included in theCollateral, and with respect to the income that can be earned on Scheduled Distributions on suchPledged Obligations and on any other amounts that may be received for deposit in the CollectionAccount and with respect to the calculation of the Coverage Tests, the Effective Date OC and theInterest Diversion Test, the provisions set forth in this Section 1.2 shall be applied.

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All calculations with respect to Scheduled Distributions on the Pledged(i)Obligations shall be made on the basis of information as to the terms of each suchPledged Obligation and upon report of payments, if any, received on such PledgedObligation that are furnished by or on behalf of the obligor of such Pledged Obligationand, to the extent they are not manifestly in error, such information or report may beconclusively relied upon in making such calculations.

For purposes of calculating the Coverage Tests, the Effective Date OC and(ii)the Interest Diversion Test, except as otherwise specified therein, there shall be excludedall future scheduled payments of interest or principal on, or commitment or facility feeswith respect to, Defaulted Obligations or other payments as to which the Asset Manageror the Issuer has actual knowledge that such payments will not be made, unless and untilsuch payments are actually made. For purposes of calculating the Interest CoverageRatio:

the expected interest income on Pledged Collateral Obligations and(A)Eligible Investments and the expected interest payable on the Floating Rate Noteswill be calculated using the interest rates applicable thereto on the applicableMeasurement Date; and

it will be assumed that after the applicable Measurement Date, or(B)with respect to a Measurement Date that occurs on a Determination Date, theapplicable Payment Date, no principal payments or payments of Deferred Interestare made on the Notes, no Pledged Collateral Obligations are disposed of ormature, no Collateral Obligations are acquired and no unscheduled principalpayments are received on the Pledged Collateral Obligations.

For each Collection Period, the Scheduled Distribution on any Pledged(iii)Obligation (other than a Defaulted Obligation, which, except for amounts actuallyreceived on or prior to the applicable date of determination or as otherwise provided inthis Indenture, shall be assumed to have a Scheduled Distribution of zero) shall be thesum of (i) the total amount of payments and collections in respect of such PledgedObligation (including the proceeds of the sale of such Pledged Obligation received duringthe Collection Period and not reinvested in Collateral Obligations or retained in theCollection Account for subsequent reinvestment pursuant to Article XII) that, if paid asscheduled, will be available in the Collection Account at the end of the Collection Periodand (ii) any such amounts received in prior Collection Periods that were not disbursed ona previous Payment Date.

Each Scheduled Distribution receivable with respect to a Pledged(iv)Obligation shall be assumed to be received on the applicable Due Date, and each suchScheduled Distribution shall be assumed to be immediately deposited in the CollectionAccount and, except as otherwise specified, to earn interest at the Assumed ReinvestmentRate. All such funds shall be assumed to continue to earn interest until the date on whichthey are required to be available in the Collection Account for transfer to the Payment

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Account and application, in accordance with the terms hereof, to payments in respect ofthe Securities or other amounts payable pursuant to this Indenture.

With respect to any Pledged Collateral Obligation as to which any interest(v)or other payment thereon is subject to withholding tax of any Relevant Jurisdiction, eachDistribution thereon shall, for purposes of the Coverage Tests and the Collateral QualityTest, be deemed to be payable net of such withholding tax unless the issuer thereof orobligor thereon is required to make additional payments to fully compensate the Issuer forsuch withholding taxes (including in respect of any such additional payments). On anydate of determination, the amount of any Scheduled Distribution due on any future dateshall be assumed to be made net of any such uncompensated withholding tax based uponwithholding tax rates in effect on such date of determination.

For purposes of determining whether a Coverage Test or Interest Diversion(vi)Test is satisfied as of a Determination Date, if a payment of principal on any Class ofNotes is to be made at the same level or a more senior level in the Priority of Payments,then the related test shall be calculated on a pro forma basis, giving effect to all suchpayments to be made on the related Payment Date.

Unless otherwise specified in Section 11.1, the amount of Principal(vii)Proceeds to be distributed pursuant to the Priority of Principal Proceeds shall becalculated, giving effect to all payments of Interest Proceeds on the related Payment Date.

Calculations of the Asset Management Fees, fees payable to the Trustee(b)pursuant to Section 6.8 and the Administrative Expense Senior Cap will be made on the basis ofthe actual number of days elapsed in the applicable period divided by 360.

Unless otherwise specified, calculations of a percentage will be rounded to(c)the nearest ten-thousandth, and calculations of a number or decimal will be rounded to the nearestone hundredth.

When used with respect to payments on the Subordinated Notes, the term(d)"principal amount" shall mean amounts distributable to Holders of Subordinated Notes fromPrincipal Proceeds, and the term "interest" shall mean Excess Interest distributable to Holders ofSubordinated Notes in accordance with the Priority of Payments.

Except as expressly provided herein, for purposes of all calculations,(e)determinations and reports to be prepared hereunder, Pledged Obligations will be deemed to besold or purchased on the applicable "trade date" of the sale or purchase.

The term "purchase price" will mean such amount expressed as a(f)percentage of par unless otherwise stated.

Except as expressly referenced herein for inclusion in such calculations,(g)Defaulted Obligations will not be included in the calculation of the Collateral Quality Test.

Any reference to LIBORthe Reference Rate applicable to any Floating(h)Rate Note as of any Measurement Date during the first Interest Period shall mean LIBORthe

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Reference Rate for the relevant portion of the first Interest Period as determined on the precedingLIBORInterest Determination Date.

ARTICLE II

THE SECURITIES

Forms Generally. (a) The Notes shall be in substantially the formSection 2.1of the applicable Exhibit A, in each case, with such appropriate insertions, omissions,substitutions and other variations as are required or permitted by this Indenture, and any suchNote may 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 Issuer executing such Notes as evidenced by their execution of such Notes.

Any portion of the text of any Note may be set forth on the reverse thereof, withan appropriate reference thereto on the face of the Note. The Applicable Issuer in issuing theNotes may use "CUSIP," "ISIN" or "private placement" numbers of the Notes in notices ofredemption and related materials as a convenience to Holders; provided that any such notice maystate that no representation is made as to the correctness of such numbers either as printed on theNotes or as contained in any notice of redemption and related materials.

The Applicable Issuer may assign one or more CUSIP or similar(b)identifying numbers to the Notes for administrative convenience or in connection with TaxAccount Reporting Rules Compliance, a Re-Pricing or implementation of the BankruptcySubordination Agreement.

Authorized Amount; Interest Rate; Stated Maturity;Section 2.2Denominations. (a) The aggregate principal amount of the Notes which may be issued underthis Indenture may not exceed (x) prior to the Second Refinancing Date, $503,400,000 and (y) onand after the Second Refinancing Date, $[_], in each case, except for Additional Notes, Notesissued upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant toSection 2.5, 2.6, 2.10 or 8.5 and Deferred Interest with respect to the Deferred Interest Notes.

Such(i) Prior to the Second Refinancing Date, such Notes shall be divided(b)into the Classes having designations, original principal amounts and other characteristics set forthin the table below:

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Class Designation A-R B-R C-R D-R E-RSubordinated

Notes

Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer IssuerOriginal PrincipalAmount ($)

315,000,000 63,000,000 37,000,000 25,000,000 20,000,000 43,400,000

Stated Maturity(Payment Date in)(1) July 2029 July 2029 July 2029 July 2029 July 2029 July 2029

Interest Rate(2) LIBOR +1.27 %

LIBOR +1.85 %

LIBOR +2.65 %

LIBOR +3.80 %

LIBOR +6.80 %

N/A(3)

Initial Rating(s):

S&P "AAA (sf)" "AA (sf)" "A (sf)" "BBB (sf)" "BB (sf)" N/ARanking:

Pari Passu Classes None None None None None None

Higher RankingClasses

None A-R A-R, B-R A-R, B-R, C-R A-R, B-R,C-R, D-R

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

Lower RankingClasses

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

SubordinatedNotes

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

SubordinatedNotes

D-R, E-R,Subordinated

Notes

E-R,Subordinated

Notes

SubordinatedNotes

None

Re-Pricing Eligible No No No Yes Yes N/AListed Securities Yes Yes Yes Yes No NoDeferred InterestNotes

No No Yes Yes Yes N/A

AuthorizedDenomination ($)Minimum (integralmultiple)

250,000(1)

250,000(1)

250,000(1)

250,000(1)

750,000(1)

750,000(1)

(1) If such date is not a Business Day, the Notes will mature on the next Business Day.

(2) The spread over LIBOR applicable with respect to any Class of Rated Notes, designated as Re-Pricing EligibleNotes above (the "Re-Pricing Eligible Notes"), may be reduced in connection with a Re-Pricing of such Class.

(3) Interest payable on the Subordinated Notes on each Payment Date shall consist solely of Excess Interest payableon the Subordinated Notes, if any, on such Payment Date as determined on the related Determination Date andpayable in accordance with the Priority of Payments.

On and after the Second Refinancing Date, such Notes shall be divided(c)into the Classes having designations, original principal amounts and other characteristics setforth in the table below:

Class Designation A-R2 B-R2 C-R2 D-R2 E-R2Subordinated

Notes**

Original Principal Amount ($)

[_] [_] [_] [_] [_] 43,400,000

Stated Maturity (Payment Date in)

[July 2029] [July 2029] [July 2029] [July 2029] [July 2029] [July 2029]

Index* Reference Rate Reference Rate Reference Rate Reference Rate Reference Rate N/A

Designated Maturity 3 month 3 month 3 month 3 month 3 month N/A

Spread [_]% [_]% [_]% [_]% [_]% N/A

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Class Designation A-R2 B-R2 C-R2 D-R2 E-R2Subordinated

Notes**

Expected Initial Rating:S&P "[AAA] (sf)" "[AA] (sf)" "[A] (sf)" "[BBB] (sf)" "[BB] (sf)" N/ARanking:Pari Passu Classes None None None None None NoneHigher Ranking Classes

None A-R2 A-R2, B-R2 A-R2, B-R2, C-R2

A-R2, B-R2, C-R2, D-R2

A-R2, B-R2, C-R2, D-R2, E-R2

Lower RankingClasses

B-R2, C-R2, D-R2, E-R2, Subordinated

Notes

C-R2, D-R2, E-R2,

Subordinated Notes

D-R2, E-R2, Subordinated

Notes

E-R2, Subordinated

Notes

Subordinated Notes

None

Deferred Interest Notes

No No Yes Yes Yes N/A

Re-Pricing Eligible****

No Yes Yes Yes Yes Yes

Authorized Denomination ($)Minimum (integral multiple)

[250,000](1)

[250,000](1)

[250,000](1)

[250,000](1)

[750,000](1)

[750,000](1)

* The initial Reference Rate will be LIBOR.

**Interest payable on the Subordinated Notes on each Payment Date shall consist solely of Excess Interest payable on the Subordinated Notes, if any, on such Payment Date as determined on the related Determination Date and payable in accordance with the Priority of Payments.

***The spread over the Reference Rate applicable with respect to any Class of Rated Notes, designated as Re-Pricing Eligible Notes above (the "Re-Pricing Eligible Notes"), may be reduced in connection with a Re-Pricing of such Class.

(c) Interest shall accrue on the Aggregate Outstanding Amount of the(d)Senior Notes (determined as of the first day of each Interest Period and after giving effect to anypayment of principal occurring on such day) from the Closing Date and will be payable in arrearson each Payment Date. Interest on Floating Rate Notes and interest on Defaulted Interest orDeferred Interest, as applicable, in respect of such Notes will be computed on the basis of theactual number of days elapsed in the Interest Period (or, in the case of the first Interest Period, therelated portion thereof) divided by 360. Interest on Defaulted Interest in respect of such Notes willbe computed on the basis of a 360-day year consisting of twelve 30-day months. The SubordinatedNotes will receive as distributions on each Payment Date the Excess Interest payable on theSubordinated Notes, if any, subject to the Priority of Payments.

(d) The Notes shall be redeemable as provided in Article IX and XI.(e)

(e) Notes may only be issued in Authorized Denominations.(f)

(f) The Notes shall be numbered, lettered or otherwise distinguished in(g)such manner as may be consistent herewith, determined by the Authorized Officers of theApplicable Issuer executing such Notes as evidenced by their execution of such Notes.

(g) Notes of each Class shall be duly executed by the Applicable Issuer(h)and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. Notes soldto QIBs/QPs in reliance on Rule 144A may be initially issued in the form of Certificated Securitiesand with the Applicable Legend added thereto, which shall be registered in the name of thebeneficial owner or a nominee thereof. Except for such Certificated Securities, the Notes sold toQIB/QPs in reliance on Rule 144A shall be initially issued as Rule 144A Global Securities andwith the Applicable Legend added thereto which shall be deposited on behalf of the subscribers for

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such Notes represented thereby with the Trustee as custodian for the Depository and registered inthe name of a nominee of the Depository. Notes sold to Accredited Investors (includingInstitutional Accredited Investors) will be issued only in the form of Certificated Securities andwith the Applicable Legend added thereto, which shall be registered in the name of the beneficialowner or a nominee thereof.

Notes sold to non-"U.S. persons" (as defined in Regulation S) in reliance onRegulation S may initially be issued in the form of Certificated Securities and with theApplicable Legend added thereto, which shall be registered in the name of the beneficial owneror a nominee thereof. Except for such Certificated Securities, the Notes sold in reliance onRegulation S shall be issued as Temporary Global Securities (or, in the case of the Issuer OnlyNotes, Regulation S Global Securities) and with the Applicable Legend added thereto, whichshall be deposited on behalf of the subscribers for such Notes represented thereby with theTrustee as custodian for the Depository and registered in the name of a nominee of theDepository for the respective accounts of Euroclear and Clearstream. On or after the 40th dayafter the later of the Closing Date or the Refinancing Date, as applicable, and the commencementof the offering of the Co-Issued Notes (the "Restricted Period"), interests in a Temporary GlobalSecurity of any Class of Co-Issued Notes will be exchangeable for interests in a Regulation SGlobal Security of the same Class upon certification that the beneficial interests in suchTemporary Global Security are owned by Persons who are not "U.S. persons" (as defined inRegulation S). A beneficial interest in a Temporary Global Security will not be transferable to aperson that takes delivery in the form of an interest in a Rule 144A Global Security or aCertificated Security during the Restricted Period. Upon the exchange of a Temporary GlobalSecurity for a Regulation S Global Security, the Regulation S Global Security will be depositedwith the Trustee as custodian for the Depository and registered in the name of a nominee of theDepository for the account of Euroclear and Clearstream.

Notwithstanding the foregoing paragraph, except with respect to interests in anERISA Class purchased on the Closing Date, the Refinancing Date or the Second RefinancingDate by Benefit Plan Investors or Controlling Persons, interests in an ERISA Class held byBenefit Plan Investors or Controlling Persons may only be held in the form of CertificatedSecurities.

(h) This Section 2.2(hi) shall apply only to Global Securities deposited(i)with or on behalf of the Depository. The Applicable Issuer shall execute and the Trustee shall, inaccordance with this Section 2.2(hi), authenticate and deliver initially one or more GlobalSecurities that (i) shall be registered in the name of the nominee of the Depository for such GlobalSecurity or Global Securities and (ii) shall be delivered by the Trustee to such Depository orpursuant to such Depository's instructions or held by the Trustee as custodian for the Depository.The aggregate principal amount of the Global Securities may from time to time be increased ordecreased by adjustments made on the records of the Trustee and the Depository (or its nominee),as the case may be, as hereinafter provided.

Agent Members shall have no rights under this Indenture with respect to any suchGlobal Securities held on their behalf by the Trustee, as custodian for the Depository, or underthe Global Securities, and the Depository may be treated by the Applicable Issuer, the Trusteeand any of their respective agents as the absolute owner of such Global Securities for all purposes

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whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Applicable Issuer,the Trustee, or any of their respective agents from giving effect to any written certification, proxyor other authorization furnished by the Depository or impair, as between the Depository andAgent Members, the operation of customary practices governing the exercise of the rights of aHolder of any Global Security. The Trustee, in its capacity as custodian for the Depository, is notthe registered holder of the relevant Global Security and shall have no obligation to take actionon behalf of the registered holder of, or holders of beneficial interests in, such Global Security,except as provided in the governing documents with the Depository.

(i) Owners of beneficial interests in Global Securities will not be entitled(j)to receive physical delivery of Certificated Securities, except as provided in Sections 2.5(e)(i),2.5(e)(ii) and 2.10.

Execution, Authentication, Delivery and Dating. (a) The NotesSection 2.3shall be executed on behalf of the Applicable Issuer by an Authorized Officer of such ApplicableIssuer. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Any Note bearing the manual or facsimile signatures of individuals who(b)were at any time the Authorized Officers of either Applicable Issuer shall bind such ApplicableIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold suchoffices prior to the authentication and delivery of such Note or did not hold such offices at the dateof issuance of such Note.

At any time and from time to time after the execution and delivery of this(c)Indenture, either Applicable Issuer may deliver Notes executed by each Applicable Issuer to theTrustee or the Authenticating Agent for authentication and the Trustee or the AuthenticatingAgent, upon Issuer Order (which Issuer Order shall, in connection with a transfer of Noteshereunder, be deemed to have been provided upon the delivery of an executed Note to the Trustee),shall authenticate and deliver such Notes as provided in this Indenture.

Each Note authenticated and delivered by the Trustee or the(d)Authenticating Agent upon Issuer Order on the Closing Date shall be dated the Closing Date. Allother Notes that are authenticated after the Closing Date for any other purpose under this Indentureshall be dated the date of their authentication.

Notes issued upon transfer, exchange or replacement of other Notes shall(e)be issued in Authorized Denominations reflecting the original aggregate principal amount of theNotes so transferred, exchanged, or replaced, but shall represent only the Aggregate OutstandingAmount of the Notes so transferred, exchanged or replaced. In the event that any Note is dividedinto more than one Note in accordance with this Article II, the original principal amount of suchNote shall be proportionately divided among the Notes delivered in exchange therefor and shall bedeemed to be the original aggregate principal amount of such subsequently issued Notes.

No Note shall be entitled to any benefit under this Indenture or be valid or(f)obligatory for any purpose, unless there appears on such Note a certificate of authentication (the"Certificate of Authentication"), substantially in the form provided for in the applicable exhibithereto, executed by the Trustee or by the Authenticating Agent by the manual signature of one of

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their authorized signatories, and such certificate upon any Note shall be conclusive evidence, andthe only evidence, that such Note has been duly authenticated and delivered hereunder.

Registration, Registration of Transfer and Exchange. (a) TheSection 2.4Issuer shall cause to be kept a register (the "Indenture Register") in which, subject to suchreasonable regulations as it may prescribe, the Issuer shall provide for the registration of, and theregistration of transfers of, Notes, including an indication, in the case of an ERISA Class, as towhether the holder has certified that it is a Benefit Plan Investor or a Controlling Person. TheTrustee is hereby initially appointed "Indenture Registrar" for the purpose of keeping theIndenture Register. Upon any resignation or removal of the Indenture Registrar, the Issuer shallpromptly appoint a successor or, in the absence of such appointment, assume the duties ofIndenture Registrar.

If a Person other than the Trustee is appointed by the Issuer as Indenture(b)Registrar, the Issuer will give the Trustee prompt written notice of the appointment of suchIndenture Registrar and of the location, and any change in the location, of the Indenture Registrar,and the Trustee shall have the right to inspect the Indenture Register at all reasonable times and toobtain copies thereof and the Trustee shall have the right to rely upon a certificate executed onbehalf of the Indenture Registrar by an Authorized Officer thereof as to the names and addresses ofthe Holders of the Notes and the principal amounts and numbers of such Notes.

Subject to this Section 2.4 and Section 2.5, upon surrender for registration(c)of transfer of any Note at the office designated by the Trustee and compliance with the restrictionsset forth in any legend appearing on any Note, the Applicable Issuer shall execute and the Trusteeshall then authenticate and deliver (or cause an Authenticating Agent to authenticate and deliver),in the name of the designated transferee or transferees, one or more new Notes of the same Class ofany Authorized Denomination and of like terms and a like aggregate principal amount.

Subject to this Section 2.4 and Section 2.5, at the option of the Holder,(d)Notes may be exchanged for one or more Notes of the same Class (in an AuthorizedDenomination) of like terms and a like aggregate principal amount, upon surrender of the Notes tobe exchanged at the office designated by the Trustee for such purposes. Whenever any Note issurrendered for exchange, the Applicable Issuer shall execute and the Trustee shall thenauthenticate 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(e)exchange of Notes shall be the valid obligations of each Applicable Issuer, evidencing the samedebt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, as theNotes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or(f)exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in formsatisfactory to each Applicable Issuer and the Indenture Registrar duly executed by the Holderthereof or its attorney duly authorized in writing, with such signature guaranteed by an "eligibleguarantor institution" meeting the requirements of the Indenture Registrar, which requirementsinclude membership or participation in Securities Transfer Agents Medallion Program (STAMP)

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or such other "signature guarantee program" as may be determined by the Indenture Registrar inaddition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

No service charge shall be made to a Holder for any registration of transfer(g)or exchange of Notes, but the Trustee or Transfer Agent may require payment of a sum sufficientto cover the expenses of delivery (if any) not made by regular mail or any tax or othergovernmental charge payable in connection therewith.

The Applicable Issuer shall not be required to issue, register the transfer of(h)or exchange any Note during a period beginning at the opening of business 15 days before theTrustee expects to send notice of an Optional Redemption and ending at the close of business onthe day (if any) the Trustee (on behalf of the Issuer) determines such Optional Redemption will notproceed.

The Applicable Issuer, the Trustee and any of their respective agents may(i)treat the Person in whose name any Note is registered on the Indenture Register as the owner ofsuch Note on the applicable Record Date for the purpose of receiving payments on such Note andon any other date for all other purposes whatsoever (whether or not such payment is overdue), andneither the Applicable Issuer, the Trustee nor any of their respective agents shall be affected bynotice to the contrary; provided, however, that the Depository, or its nominee, shall be deemed theowner of the Global Securities, and owners of beneficial interests in Global Securities will not beconsidered the owners of any Notes for the purpose of receiving notices.

For so long as any of the Notes are Outstanding, the Issuer shall not(j)register the transfer of any Issuer Ordinary Shares to U.S. persons.

Transfer and Exchange of Securities. (a) No Holder and no holderSection 2.5of a beneficial interest in a Note may, in any transaction or series of transactions, directly orindirectly (each of the following a "transfer"), (i) sell, assign or otherwise in any manner disposeof all or part of its beneficial interest in any Note, whether by act, deed, merger or otherwise, or(ii) mortgage, pledge or create a lien or security interest in such beneficial interest unless suchtransfer satisfies the conditions set forth in this Section 2.5 and Section 2.4. No purportedtransfer of any beneficial interest in any Note or any portion thereof that is not made inaccordance with this Section 2.5 and Section 2.4 or that would have the effect of causing eitherof the Co-Issuers or the pool of collateral to be required to register as an investment companyunder the Investment Company Act shall be given effect by or be binding upon the ApplicableIssuer, the Trustee or any other Agent and any such purported transfer shall be null and void abinitio and vest in the transferee no rights against the Collateral, the Applicable Issuer, the Trusteeor any other Agent.

No beneficial interest in a Note may be sold or transferred (including(b)without limitation, by pledge or hypothecation) except pursuant to an exemption from or in atransaction not subject to the registration requirements of the Securities Act and exempt underapplicable state securities laws or the applicable laws of any other jurisdiction.

(i) No Note may be offered, sold or delivered or transferred (including,(c)without limitation, by pledge or hypothecation) except (A) to (1) a non-"U.S. person" (as defined

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under Regulation S) in accordance with the requirements of Regulation S, (2) a QIB/QP or (3)Institutional Accredited Investors that are also Qualified Purchasers and (B) in accordance with anyapplicable law. Notes may be transferred after the Closing Date to Accredited Investors that arealso Knowledgeable Employees.

No Note may be offered, sold or delivered (A) as part of the distribution(ii)by the Initial Purchaser at any time or (B) otherwise until 40 days after the Closing Date,the Refinancing Date or the Second Refinancing Date, as applicable, within the UnitedStates or to, or for the benefit of, "U.S. persons" (as defined in Regulation S) except inaccordance with Rule 144A or an exemption from the registration requirements of theSecurities Act, to Persons purchasing for their own account or for the accounts of one ormore Qualified Institutional Buyers for which the purchaser is acting as a fiduciary oragent. The Notes may be sold or resold, as the case may be, in offshore transactions tonon-"U.S. persons" (as defined in Regulation S) in reliance on Regulation S. No Rule144A Global Security may at any time be held by or on behalf of any Person that is not aQIB/QP, and no Regulation S Global Security may be held at any time by or on behalf ofany U.S. person. Transfers of interests in a Regulation S Global Security to "U.S.persons" (as defined in Regulation S) shall be limited to transfers made pursuant to theprovisions of Section 2.5(e)(i) or 2.5(e)(viii). Except as expressly provided in clauses (i),(ii), (vii) and (viii) of Section 2.5(e), transfers of a Global Security shall be limited totransfers thereof in whole, but not in part, to nominees of the Depository, to a successorof the Depository or such successor's nominee appointed pursuant to Section 2.10(a)hereof. None of the Co-Issuers, the Trustee or any other Person may register the Notesunder the Securities Act or any state securities laws or the applicable laws of any otherjurisdiction.

No transfer of an interest in an ERISA Class to a proposed transferee that(d)has represented that it is a Benefit Plan Investor or a Controlling Person will be effective, and theTrustee, the Indenture Registrar, and the Applicable Issuer will not recognize any such transfer, ifsuch transfer would result in 25% or more of the Aggregate Outstanding Amount of the applicableERISA Class being held by Benefit Plan Investors (determined in accordance with the Plan AssetRegulation and this Indenture), assuming, for this purpose, that all of the representations made (or,in the case of Global Securities, deemed to be made) by Holders of such Notes are true. Forpurposes of such calculation, (x) the investment by a Plan Asset Entity shall be treated as planassets for purposes of calculating the 25% threshold under the significant participation test inaccordance with the Plan Asset Regulation only to the extent of the percentage of its equityinterests held by Benefit Plan Investors and (y) any interests in an ERISA Class held by any Person(other than a Benefit Plan Investor) that has discretionary authority or control with respect to theassets of the Co-Issuers or that provides investment advice for a fee (direct or indirect) with respectto such assets or an "affiliate" (within the meaning of the Plan Asset Regulation) of such a Person(a "Controlling Person") shall be excluded and treated as not being Outstanding. With respect toany interest in an ERISA Class that is purchased by a Controlling Person on the Closing Date, theRefinancing Date or the Second Refinancing Date and represented by a Global Security, if suchControlling Person notifies the Trustee that all or a portion of its interest in such Global Securityhas been transferred in a transaction that does not require a Transfer Certificate under Section 2.5to a transferee that is not a Controlling Person, such transferred interest will no longer be excludedfor the calculation of this clause (d).

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No transfer of a beneficial interest in a Note will be effective, and the Trustee andthe Applicable Issuer will not recognize any such transfer, if the transferee's acquisition, holdingand disposition of such interest would constitute or result in a prohibited transaction underSection 406 of ERISA or Section 4975 of the Code (or in a violation of any Similar Laws),unless an exemption is available and all conditions have been satisfied.

So long as a Global Security remains Outstanding and is held by or on(e)behalf of the Depository, transfers of a Global Security, in whole or in part, shall only be made inaccordance with this Section 2.5(e). So long as a Certificated Security remains Outstanding,transfers and exchanges of Certificated Securities, in whole or in part, shall only be made inaccordance with this Section 2.5(e).

Transfer of a Beneficial Interest in a Global Security to a Beneficial(i)Interest in a Certificated Security. If a holder of a beneficial interest in a Global Securitywishes at any time to transfer such interest in such Global Security to a Person whowishes to take delivery in the form of a Certificated Security, such holder may, subject tothe rules and procedures of Euroclear, Clearstream or the Depository, as the case may be,transfer or cause the transfer of such interest for an equivalent interest in one or moresuch Certificated Securities of the same Class (in Authorized Denominations) but onlyupon delivery of the documents set forth in the following sentence. Upon receipt by theIndenture Registrar of:

instructions given in accordance with the Depository's procedures(A)from an Agent Member or instructions from Euroclear, Clearstream or theDepository, as the case may be, directing the Trustee to deliver one or more suchCertificated Securities; and

a Transfer Certificate;(B)

the Indenture Registrar shall (x) implement the Global Security Procedures withrespect to the applicable Global Security and (y) record the transfer, in theIndenture Register and the Trustee shall authenticate and deliver the CertificatedSecurities, registered in the names and in principal amounts (in AuthorizedDenominations) designated by the transferee (the aggregate of such amounts beingequal to the beneficial interest in the Global Security to be transferred). Anypurported transfer in violation of the foregoing requirements shall be null and voidab initio, and the Indenture Registrar shall not register any such purported transferand the Trustee shall not authenticate and deliver such Certificated Securities.

Exchange of a Beneficial Interest in a Global Security to a Beneficial(ii)Interest in a Certificated Security. If a holder of a beneficial interest in a Global Securitywishes at any time to exchange such interest in such Global Security for an interest in oneor more Certificated Securities, such holder may exchange or cause the exchange of suchinterest for an equivalent beneficial interest in one or more Certificated Securities of thesame Class (in Authorized Denominations), but only upon delivery of the documents setforth in the following sentence. Upon receipt by the Indenture Registrar of:

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instructions given in accordance with the Depository's procedures(A)from an Agent Member or instructions from Euroclear, Clearstream or theDepository, as the case may be, directing the Trustee to deliver one or more suchCertificated Securities; and

a Transfer Certificate;(B)

the Indenture Registrar shall (x) implement the Global Security Procedures withrespect to the applicable Global Security and (y) record the exchange in theIndenture Register, and the Trustee shall authenticate and deliver one or moreCertificated Securities of the same Class registered in the names and in principalamounts (in Authorized Denominations) designated by the holder. Any purportedexchange in violation of the foregoing requirements shall be null and void abinitio, and the Indenture Registrar shall not register any such purported exchangeand the Trustee shall not authenticate and deliver such Certificated Securities.

Transfer of a Beneficial Interest in a Certificated Security to a Beneficial(iii)Interest in a Certificated Security. If a holder of a beneficial interest in a CertificatedSecurity wishes at any time to transfer its interest in such Certificated Security to a Personthat wishes to take delivery in the form of a Certificated Security, such holder maytransfer or cause the transfer of such interest for an equivalent interest in one or moreCertificated Securities of the same Class (in Authorized Denominations), but only upondelivery of the documents set forth in the following sentence. Upon receipt by theIndenture Registrar of:

such Certificated Security properly endorsed for assignment to the(A)transferee; and

a Transfer Certificate;(B)

the Indenture Registrar shall (x) cancel such Certificated Security and (y) recordthe transfer in the Indenture Register, and the Trustee shall authenticate anddeliver one or more Certificated Securities of the same Class registered in thenames and in principal amounts (in Authorized Denominations) designated by thetransferee (the Class and the aggregate of such amounts being the same as theCertificated Security surrendered by the transferor). Any purported transfer inviolation of the foregoing requirements shall be null and void ab initio, and theIndenture Registrar shall not register any such purported transfer and the Trusteeshall not authenticate and deliver such Certificated Securities.

Exchange of a Beneficial Interest in a Certificated Security for a Beneficial(iv)Interest in a Certificated Security. If a holder of a beneficial interest in a CertificatedSecurity wishes at any time to exchange such Certificated Security for a beneficialinterest in one or more Certificated Securities of different principal amounts in the sameClass, such holder may exchange or cause the exchange of such interest for an equivalentinterest in one or more Certificated Securities of the same Class (in Authorized

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Denominations), but only upon delivery of the documents set forth in the followingsentence. Upon receipt by the Indenture Registrar of:

such Certificated Security endorsed for exchange; and(A)

a Transfer Certificate;(B)

the Indenture Registrar shall (x) cancel such Certificated Security and (y) recordthe exchange in the Indenture Register and the Trustee shall authenticate anddeliver one or more Certificated Securities registered in the names and in theprincipal amounts (in Authorized Denominations) designated by such holder (theClass and the aggregate of such amounts being the same as the beneficial interestsin the Certificated Security surrendered by such holder).

Exchange or Transfer of a Beneficial Interest in a Certificated Security to a(v)Beneficial Interest in a Rule 144A Global Security. If a holder of a beneficial interest in aCertificated Security wishes at any time to exchange its interest in such CertificatedSecurity for, or to transfer its interest in such Certificated Security to a Person who wishesto take delivery in the form of, an interest in the applicable Rule 144A Global Security,such holder may, subject to the rules and procedures of the Depository, exchange ortransfer or cause the exchange or transfer of such interest for an equivalent beneficialinterest in the Rule 144A Global Security of the same Class (in AuthorizedDenominations), but only upon delivery of the documents set forth in the followingsentence. Upon receipt by the Indenture Registrar of:

such Certificated Security properly endorsed for transfer or(A)exchange, as the case may be;

a Transfer Certificate; and(B)

written instructions from such holder directing the Indenture(C)Registrar to cause the beneficial interest to be credited to the specified participantaccount;

the Indenture Registrar shall (x) cancel such Certificated Security, (y) record theexchange or transfer, as applicable, in the Indenture Register and (z) implementthe Global Security Procedures with respect to the applicable Rule 144A GlobalSecurity.

Exchange or Transfer of a Beneficial Interest in a Certificated Security to a(vi)Beneficial Interest in a Regulation S Global Security. If a holder of a beneficial interestin a Certificated Security wishes at any time to exchange its interest in such CertificatedSecurity for, or transfer its interest in such Certificated Security to a Person who wishes totake delivery in the form of, an interest in the applicable Regulation S Global Security,such holder may, subject to the rules and procedures of the Depository, exchange ortransfer or cause the exchange or transfer of such interest for an equivalent beneficialinterest in the Regulation S Global Security of the same Class (in Authorized

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Denominations), but only upon delivery of the documents set forth in the followingsentence. Upon receipt by the Indenture Registrar of:

such Certificated Security properly endorsed for transfer or(A)exchange, as the case may be;

a Transfer Certificate; and(B)

written instructions from such holder directing the Indenture(C)Registrar to cause to be credited the beneficial interest to the specified participantaccount;

the Indenture Registrar shall (x) cancel such Certificated Security, (y) record theexchange or transfer, as applicable, in the Indenture Register and (z) implementthe Global Security Procedures with respect to the applicable Regulation S GlobalSecurity.

Exchange or Transfer of a Beneficial Interest in a Rule 144A Global(vii)Security to a Beneficial Interest in a Regulation S Global Security. If a holder of abeneficial interest in a Rule 144A Global Security deposited with the Depository wishesat any time to exchange such interest for, or transfer its interest in such Rule 144A GlobalSecurity to a Person who wishes to take delivery in the form of, an interest in aRegulation S Global Security, such holder may, subject to the rules and procedures of theDepository, exchange or transfer or cause the exchange or transfer of such interest for anequivalent beneficial interest in the Regulation S Global Security of the same Class (inAuthorized Denominations), but only upon delivery of the documents set forth in thefollowing sentence. Upon receipt by the Indenture Registrar of:

instructions given in accordance with the Depository's procedures(A)from an Agent Member that contain information regarding the participant accountto be credited with such increase; and

a Transfer Certificate;(B)

the Indenture Registrar shall implement the Global Security Procedures withrespect to the applicable Global Securities.

Exchange or Transfer of a Beneficial Interest in a Regulation S Global(viii)Security to a Beneficial Interest in a Rule 144A Global Security. If a holder of abeneficial interest in a Regulation S Global Security deposited with the Depositorywishes at any time to exchange such interest for, or transfer its interest in such RegulationS Global Security to a Person who wishes to take delivery in the form of, an interest in aRule 144A Global Security, such holder may, subject to the rules and procedures ofEuroclear, Clearstream or the Depository, as the case may be, exchange or transfer orcause the exchange or transfer of such interest for an equivalent beneficial interest in aRule 144A Global Security of the same Class (in Authorized Denominations), but onlyupon delivery of the documents set forth in the following sentence. Upon receipt by theIndenture Registrar of:

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instructions given in accordance with the procedures of Euroclear,(A)Clearstream or the Depository, as the case may be, that contain informationregarding the participant account to be credited with such increase; and

a Transfer Certificate;(B)the Indenture Registrar shall implement the Global Security Procedures withrespect to the applicable Global Securities.

Each purchaser of an interest in Global Securities (including transferees(f)and each beneficial owner of an account on whose behalf interests in Global Securities are beingpurchased, each, a "Purchaser") will be deemed to have represented and agreed as follows (termsnot otherwise defined in this Indenture that are used in this subsection and are defined in Rule144A or Regulation S are used as defined therein):

(A) In the case of Regulation S Global Securities, the Purchaser is (i)(i)not a "U.S. person" for purposes of Regulation S or a U.S. resident for purposes of theInvestment Company Act, and its purchase of Securities will comply with all applicablelaws in any jurisdiction in which it resides or is located and (ii) aware that the sale of theSecurities to it is being made in reliance on the exemption from registration under theSecurities Act provided by Regulation S.

In the case of Rule 144A Global Securities, the Purchaser is (1) a(B)Qualified Institutional Buyer that is not a broker-dealer that owns and invests on adiscretionary basis less than $25,000,000 in securities of issuers that are notaffiliated persons of the dealer and is not a plan referred to in paragraph(a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A or a trust fund referred to in paragraph(a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, if investmentdecisions with respect to the plan are made by the beneficiaries of the plan; (2)aware that the sale of the Securities to it is being made in reliance on theexemption from registration provided by Rule 144A and (3) acquiring theSecurities for its own account or for one or more accounts, each holder of which isa Qualified Institutional Buyer, and as to each of which accounts the Purchaserexercises sole investment discretion.

Other than in the case of Notes purchased pursuant to Regulation S, (A)(ii)the Purchaser is a Qualified Purchaser acquiring such Notes as principal for its ownaccount (or for one or more accounts each holder of which is a Qualified InstitutionalBuyer and a Qualified Purchaser and with respect to which accounts the Purchaser hassole investment discretion), (B) the Purchaser is acquiring such Notes for investment andnot for sale in connection with any distribution thereof in violation of the Securities Act,the Purchaser was not formed solely for the purpose of investing in the Notes (except asotherwise provided in an investor representation letter) and is not a partnership, commontrust fund or special trust, profit sharing, pension fund or other retirement plan in whichpartners, beneficiaries or participants, as applicable, may designate the particularinvestments to be made, and the Purchaser agrees that it will not hold such Notes for the

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benefit of any other person and will be the sole beneficial owner thereof for all purposesand that, in accordance with the provisions therefor in this Indenture, it will not sellparticipation interests in such Notes or enter into any other arrangement pursuant towhich any other person will be entitled to a beneficial interest in the distributions on suchNotes and further that such Notes purchased directly or indirectly by it constitute aninvestment of no more than 40% of the Purchaser's assets (except as otherwise providedin an investor representation letter) and (C) if it would be an investment company but forthe exclusions from the Investment Company Act provided by Section 3(c)(1) or Section3(c)(7) thereof, (x) all of the beneficial owners of its outstanding securities (other thanshort-term paper) that acquired such securities on or before April 30, 1996("pre-amendment beneficial owners") have consented to its treatment as a "qualifiedpurchaser" and (y) all of the pre-amendment beneficial owners of a company that wouldbe an investment company but for the exclusions from the Investment Company Actprovided by Section 3(c)(1) or Section 3(c)(7) thereof and that directly or indirectlyowned any of its outstanding securities (other than short-term paper) have consented to itstreatment as a "qualified purchaser". The Purchaser understands and agrees that anypurported transfer of Notes to a Purchaser that does not comply with the requirements ofthis clause or that would have the effect of causing either of the Co-Issuers or the pool ofcollateral to be required to register as an investment company under the InvestmentCompany Act will be null and void ab initio.

The Purchaser has such knowledge and experience in financial and(iii)business matters as to be capable of evaluating the merits and risks of its investment inSecurities, and the Purchaser is able to bear the economic risk of its investment.

The Purchaser understands that the Securities are being offered only in a(iv)transaction not involving any public offering in the United States within the meaning ofthe Securities Act, the Securities have not been and will not be registered under theSecurities Act, and, if in the future the Purchaser decides to offer, resell, pledge orotherwise transfer any Securities, such Securities may be offered, resold, pledged orotherwise transferred only in accordance with the Applicable Legend on such Securitiesand the terms of this Indenture. The Purchaser acknowledges that no representation ismade by any Transaction Parties or any of their respective Affiliates as to the availabilityof any exemption under the Securities Act or any other securities laws for resale of theSecurities.

The Purchaser agrees that it will not offer or sell, transfer, assign, or(v)otherwise dispose of any Securities or any interest therein except (A) pursuant to anexemption from, or in a transaction not subject to, the registration requirements of theSecurities Act, any applicable state securities laws and the applicable laws of any otherjurisdiction and (B) in accordance with the provisions of this Indenture to whichprovisions it agrees it is subject.

The Purchaser is not purchasing Securities with a view to the resale,(vi)distribution or other disposition thereof in violation of the Securities Act.

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The Purchaser understands that an investment in the Securities involves(vii)certain risks, including the risk of loss of all or a substantial part of its investment. ThePurchaser has had access to such financial and other information concerning theCo-Issuers, the Asset Manager, the Securities and the Collateral as it deemed necessary orappropriate in order to make an informed investment decision with respect to its purchaseof Securities, including an opportunity to ask questions of and request information fromthe Issuer and the Asset Manager.

In connection with its purchase of Securities (A) none of the Transaction(viii)Parties or any of their respective Affiliates is acting as a fiduciary or financial orinvestment adviser for the Purchaser; (B) the Purchaser is not relying (for purposes ofmaking any investment decision or otherwise) upon any advice, counsel orrepresentations (whether written or oral) of the Transaction Parties or any of theirrespective Affiliates; (C) none of the Transaction Parties or any of their respectiveAffiliates has given to the Purchaser (directly or indirectly through any other Person) anyassurance, guarantee or representation whatsoever as to the expected or projected success,profitability, return, performance, result, effect, consequence or benefit (including legal,regulatory, tax, financial, accounting or otherwise) of the Securities or of this Indenture orthe documentation for such Securities; (D) the Purchaser has consulted with its own legal,regulatory, tax, business, investment, financial, and accounting advisers to the extent ithas deemed necessary, and it has made its own investment decisions (including decisionsregarding the suitability of any transaction pursuant to the documentation for theSecurities) based upon its own judgment and upon any advice from such advisers as it hasdeemed necessary and not upon any view expressed by the Transaction Parties or any oftheir respective Affiliates; (E) the Purchaser has read and understands the OfferingCircular and is not relying on any information or documentation provided by the Issuer,the Asset Manager or the Initial Purchaser other than the Offering Circular; (F) thePurchaser is purchasing such Securities with a full understanding of all of the terms,conditions and risks thereof (economic and otherwise), and it is capable of assuming andwilling to assume (financially and otherwise) those risks; (G) the Purchaser is asophisticated investor and (H) the Purchaser owns Securities in an AuthorizedDenomination; provided that no such representations under subclauses (A) through (D)are made with respect to the Asset Manager by any Affiliate of the Asset Manager or anyaccount for which the Asset Manager or its Affiliates act as investment adviser; provided,further, that no such representations under subclauses (A) through (D) are made withrespect to the Initial Purchaser by any Affiliate of the Initial Purchaser or anydiscretionary account for which the Initial Purchaser or its Affiliates act as investmentadvisor).

The Purchaser will not, at any time, offer to buy or offer to sell Securities(ix)by any form of general solicitation or advertising, including, but not limited to, anyadvertisement, article, notice or other communication published in any newspaper,magazine or similar medium or broadcast over television or radio or seminar or meetingwhose attendees have been invited by general solicitations or advertising.

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The Purchaser understands and agrees that (A) no transfer may be made(x)that would result in any Person or entity holding beneficial ownership of any Securities inless than an Authorized Denomination for such Securities set forth in this Indenture and(B) no transfer of a Security that would have the effect of requiring either of theCo-Issuers or the pool of collateral to register as an investment company under theInvestment Company Act will be permitted. The Purchaser further understands andagrees that any transfer in violation of the applicable provisions of this Indenture will benull and void. In connection with its purchase of Securities, the Purchaser has compliedwith all of the provisions of this Indenture relating to such transfer.

On each day that the Purchaser holds such Securities, the Purchaser's(xi)acquisition, holding and disposition of the Securities will not constitute or result in aprohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or in aviolation of any Similar Laws), unless an exemption is available and all conditions havebeen satisfied. The Purchaser understands that the representations made in this clause(xi) will be deemed made on each day from the date of its acquisition through andincluding the date it disposes of such Securities.

The Purchaser will provide notice to each Person to whom it proposes to(xii)transfer any interest in Securities of the transfer restrictions and representations set forthin Section 2.4 and Section 2.5 of this Indenture, including the exhibits referenced herein.

The Purchaser understands that (A) the Issuer has the right under this(xiii)Indenture to compel any Non-Permitted Holder to sell its interest in the Securities or maysell such interest in the Securities on behalf of such Non-Permitted Holder and (B) in thecase of Re-Pricing Eligible Notes, the Issuer has the right to compel any Non-ConsentingHolder to sell its interest in such Notes, to sell such interest on behalf of suchNon-Consenting Holder or to redeem such Notes.

The Purchaser agrees (A) except as prohibited by applicable law, to obtain(xiv)and provide the Issuer and the Trustee (or their agents or representatives) withinformation or documentation, and to update or correct such information ordocumentation, as may be necessary or helpful (in the sole determination of the Issuer orthe Trustee or their agents or representatives, as applicable) to enable the Issuer toachieve Tax Account Reporting Rules Compliance or to comply with similar obligationsin other jurisdictions (the obligations undertaken pursuant to this clause (A), the "HolderReporting Obligations"), (B) that the Issuer and/or the Trustee or their agents orrepresentatives may (1) provide such information and documentation and any otherinformation concerning its investment in such Notes to the Cayman Islands TaxInformation Authority, the IRS and any other relevant tax authority and (2) take suchother steps as they deem necessary or helpful to achieve Tax Account Reporting RulesCompliance, including withholding on "passthru payments" (as defined in the Code), and(C) if it fails for any reason to comply with its Holder Reporting Obligations, or is orbecomes a Non-Permitted Tax Holder, the Issuer will have the right, in addition towithholding on passthru payments made by the Issuer or any agent or intermediarythrough which such Notes are held, to (1) compel it to sell its interest in such Notes, (2)

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sell such interest on its behalf in accordance with the procedures specified in thisIndenture and/or (3) assign to such Notes a separate CUSIP or CUSIPs, and, in the case ofthis subclause (3), to deposit payments on such Notes into a Tax Reserve Account, whichamounts will be (x) released to pay costs related to such noncompliance (including Taxesimposed by FATCA) from time to time and (y) any amounts remaining after paying suchcosts released to the Holder of such Notes at such time that the Issuer determines that theHolder of such Notes complies with its Holder Reporting Obligations and is nototherwise a Non-Permitted Tax Holder. Any amounts deposited into the Tax ReserveAccount in respect of Notes held by a Non-Permitted Tax Holder shall be treated for allpurposes under this Indenture as if such amounts had been paid directly to the Holder ofsuch Notes; provided that any amounts remaining in a Tax Reserve Account will bereleased to the applicable Holder (a) on the date of final payment for the applicable Class(or as soon as reasonably practical thereafter) or (b) at the request of the Holder on anyBusiness Day after such Holder has certified to the Issuer and the Trustee that it no longerholds an interest in any Notes. It agrees to indemnify the Issuer, the Trustee and otherbeneficial owners of Notes for all damages, costs and expenses that result from its failureto comply with its Holder Reporting Obligations. This indemnification will continueeven after such Holder ceases to have an ownership interest in such Notes.

In the case of Issuer Only Notes, the Purchaser agrees that (A) it will not(xv)(1) acquire or directly or indirectly sell, encumber, assign, participate, pledge,hypothecate, rehypothecate, exchange, or otherwise dispose of, suffer the creation of alien on, or transfer or convey in any manner (each, a "Transfer") such Securities (or anyinterest therein that is described in United States Treasury Regulations Section1.7704-1(a)(2)(i)(B)) on or through (x) a United States national, regional or localsecurities exchange, (y) a foreign securities exchange or (z) an interdealer quotationsystem that regularly disseminates firm buy or sell quotations by identified brokers ordealers ((x), (y) and (z), collectively, an "Exchange") or (2) cause any of such Securitiesor any interest therein to be marketed on or through an Exchange (including, withoutlimitation, taking any action to cause the Notes to be traded on the Irish Stock Exchange);(B) it will not enter into any financial instrument payments on which are, or the value ofwhich is, determined in whole or in part by reference to such Securities or the Issuer(including the amount of Issuer distributions on such Securities, the value of the Issuer'sassets, or the result of the Issuer's operations), or any contract that otherwise is describedin United States Treasury Regulations Section 1.7704-1(a)(2)(i)(B); (C) if it is, for U.S.federal income tax purposes, a partnership, grantor trust or S corporation, then less than50% of the value of any person's interest in it will be attributable to such Securities,unless the Issuer has obtained Tax Advice that such Holder will not cause the Issuer to beunable to rely on the "private placement" safe harbor of United States TreasuryRegulations Section 1.7704-1(h); (D) it will not Transfer all or any portion of suchSecurities unless such Transfer does not violate this clause (xv); and (E) any Transfermade in violation of this clause (xv) will be void and of no force or effect, and will notbind or be recognized by the Issuer or any other person, and no person to which suchSecurities are Transferred shall become a Holder unless such person agrees to be boundby this clause (xv); provided that, notwithstanding the immediately preceding sentence, aTransfer in violation of this clause (xv) shall be permitted if (a) the Issuer or the Trusteereceives Tax Advice to the effect that the Transfer should not cause the Issuer to be

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treated as a publicly traded partnership taxable as a corporation for U.S. federal incometax purposes or (b)(1) 100% of each Class of Issuer Only Notes has consented to suchTransfer and (2) the Corporate Condition has been satisfied with respect to such Transfer.

In the case of the Issuer Only Notes, the Purchaser will not Transfer all or(xvi)any portion of such Securities if such Transfer would cause the combined number ofholders of such Securities and any equity interests of the Issuer to be more than 90 unless(a) the Purchaser has arranged at its own cost for the Issuer and the Trustee to receive TaxAdvice to the effect that the Transfer should not cause the Issuer to be treated as apublicly traded partnership taxable as a corporation for U.S. federal income tax purposesor (b)(1) 100% of each Class of Issuer Only Notes has consented to such Transfer and (2)the Corporate Condition has been satisfied with respect to such Transfer. Any Transfermade in violation of this clause (xvi) will be void and of no force or effect, and will notbind or be recognized by the Issuer or any other person, and no person to which suchSecurities are Transferred shall become a Holder unless such person agrees to be boundby this clause (xvi).

For so long as the Issuer is treated as a disregarded entity for U.S. federal(xvii)income tax purposes, prior to the transfer by the Sole Equity Owner of any Co-IssuedNotes, (A) the Sole Equity Owner must receive an opinion of counsel that any Co-IssuedNotes that are issued or treated as issued for U.S. federal income tax purposes upon atransfer will be treated as indebtedness for U.S. federal income tax purposes followingsuch transfer and (B) any Co-Issued Notes that will be issued or treated as issued for U.S.federal income tax purposes as a result of the transfer with more original issue discountthan the Notes of the corresponding Class that have already been issued or treated asissued for U.S. federal income tax purposes, taking into account the qualified reopeningrules, will be issued with a separate CUSIP from the Notes of the corresponding Class.

For so long as the Issuer is treated as a disregarded entity for U.S. federal(xviii)income tax purposes, prior to the transfer (as determined by applying U.S. federal incometax principles) by the Sole Equity Owner of any Subordinated Notes or interests thatmight be treated as equity in the Issuer, (A) the Sole Equity Owner must receive anopinion of counsel that any Co-Issued Notes that will be issued or treated as issued forU.S. federal income tax purposes as a result of the transfer will be treated as indebtednessfor U.S. federal income tax purposes following such transfer and (B) any Co-Issued Notesthat will be issued or treated as issued for U.S. federal income tax purposes as a result ofthe transfer with more original issue discount than the Notes of the corresponding Classthat have already been issued or treated as issued for U.S. federal income tax purposes,taking into account the qualified reopening rules, will be issued with a separate CUSIPfrom the Notes of the corresponding Class.

The Purchaser agrees that the obligations of the Issuer under the Notes and(xix)this Indenture are limited recourse obligations of the Issuer and the Co-Issued Notes willbe limited recourse obligations of the Co-Issuers, in each case payable solely from theCollateral in accordance with the Priority of Payments. The Purchaser agrees that it willnot, prior to the date which is one year (or, if longer, the applicable preference period thenin effect) plus one day after the payment in full of all Notes, institute against, or join any

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other Person in instituting against, either of the Co-Issuers any bankruptcy,reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or otherproceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws ofany jurisdiction. The Purchaser agrees and acknowledges that the covenant set forth inthe preceding sentence is a material inducement for each Holder and beneficial owner ofthe Securities to acquire such Securities and for the Issuer, the Co-Issuer and the AssetManager to enter into each Transaction Document to which it is a party and is an essentialterm of this Indenture and the Notes. The Purchaser agrees that it is subject to theBankruptcy Subordination Agreement. The Indenture provides that any Holder orbeneficial owner of a Security or either of the Co-Issuers may seek and obtain specificperformance of such restrictions (including injunctive relief), including, withoutlimitation, in any bankruptcy, reorganization, arrangement, insolvency, moratorium orliquidation proceedings, or other proceedings under Cayman Islands law, U.S. federal orstate bankruptcy law or similar laws.

The Purchaser understands that the Issuer and the Asset Manager, on(xx)behalf of the Issuer, may receive a list of participants holding positions in Securities fromone or more book-entry depositories. With respect to a Certifying Person, the Trusteewill, upon request of the Asset Manager, unless such Certifying Person instructs theTrustee otherwise, share the identity of such Certifying Person with the Asset Manager.Upon the request of the Asset Manager, the Trustee will request a list from DTC ofparticipants holding positions in the Securities and will provide such list to the AssetManager. The Purchaser, by its acceptance of an interest in Securities, agrees to provideto the Issuer and the Asset Manager all information reasonably available to it that isreasonably requested by the Asset Manager in connection with regulatory matters,including any information that is necessary or advisable in order for the Asset Manager(or its parent or Affiliates) to comply with regulatory requirements applicable to the AssetManager from time to time. The Purchaser understands that each registered Holder orCertifying Person will have the right, only after the occurrence and during thecontinuance of a default or Event of Default to obtain a complete list of the registeredHolders (and, unless confidential treatment has been requested by such CertifyingPersons, Certifying Persons).

With respect to the purchase of interests in an ERISA Class, for so long as(xxi)it holds a beneficial interest in an ERISA Class, the Purchaser is not, except with respectto purchases by Benefit Plan Investors or Controlling Persons on the Closing Date, theRefinancing Date or the Second Refinancing Date, a Benefit Plan Investor or aControlling Person. The Purchaser understands that interests in an ERISA Classrepresented by Global Securities may not at any time, other than with respect to purchasesby Benefit Plan Investors or Controlling Persons on the Closing Date, the RefinancingDate or the Second Refinancing Date, be held by or on behalf of a Benefit Plan Investoror a Controlling Person. The Purchaser understands that the representations made in thisclause (xxi) will be deemed to be made on each day from the date of its acquisitionthrough and including the date on which it disposes of such Securities. The Purchaseragrees to indemnify and hold harmless the Co-Issuers, the Trustee, the Initial Purchaserand the Asset Manager and their respective Affiliates from any cost, damage or lossincurred by them as a result of these representations being untrue. The Purchaser agrees

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that if any of its representations under this clause (xxi) become untrue, it will immediatelynotify the Issuer and the Trustee and take any other action as may be requested by them.

The Purchaser agrees to provide upon request certification acceptable to(xxii)the Applicable Issuer to permit such Applicable Issuer (and other information reasonablyrequested by the Applicable Issuer) to (A) make payments to it without, or at a reducedrate of, deduction or withholding and (B) qualify for a reduced rate of deduction orwithholding in any jurisdiction from or through which the Applicable Issuer receivespayments on its assets. The Purchaser has read the Section entitled "Certain U.S. FederalIncome Tax Considerations" in the Offering Circular, and it represents that it will treatthe Securities for U.S. tax purposes in a manner consistent with the treatment of suchSecurities by the Issuer described therein and will take no action inconsistent with suchtreatment.

In the case of Issuer Only Notes, (A) the Purchaser is a "United States(xxiii)person" as defined in Section 7701(a)(30) of the Code and it has provided the Issuer, theAsset Manager and the Trustee (and any of their agents) with a correct, complete andproperly executed IRS Form W-9 (or applicable successor form) or (B) (1) the Issuer hasreceived Tax Advice that the Issuer has not been and the Issuer's contemplated activitieswill not cause the Issuer to be engaged in a trade or business within the United States forU.S. federal income tax purposes, (2) the Issuer and the Asset Manager (acting on itsbehalf) are subject to Tax Guidelines and (3) the Purchaser has provided the Issuer, theAsset Manager and the Trustee (and any of their agents) with the properly completed andsigned tax certifications (generally, in the case of U.S. federal income tax, an IRS FormW-9 (or applicable successor form) in the case of a person that is a "United States person"within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8(or applicable successor form) in the case of a person that is not a "United States person"within the meaning of Section 7701(a)(30) of the Code).

In the case of the Co-Issued Notes, the Purchaser acknowledges that the(xxiv)failure to provide the Issuer, the Asset Manager and the Trustee (and any of their agents)with the properly completed and signed tax certifications (generally, in the case of U.S.federal income tax, an IRS Form W-9 (or applicable successor form) in the case of aperson that is a "United States person" within the meaning of Section 7701(a)(30) of theCode or the appropriate 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) ofthe Code) may result in withholding from payments in respect of the Notes, includingU.S. federal withholding or back-up withholding. Amounts withheld pursuant toapplicable tax laws will be treated as having been paid to the Purchaser by the Issuer.

The Purchaser is not a person with whom dealings are restricted or(xxv)prohibited under any law relating to economic sanctions or anti-money laundering of theUnited States, the European Union, Switzerland, or any other applicable jurisdiction("AML and Sanctions Laws"), and the Purchaser's purchase of the Securities will notresult in the violation of any AML or Sanctions Law by any Transaction Party, whether asa result of the identity of the Purchaser or its beneficial owners, their source of funds, orotherwise.

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The Purchaser is not a member of the public in the Cayman Islands.(xxvi)

In the case of Issuer Only Notes, the Purchaser understands that in the(xxvii)event that the Subordinated Notes and any other interests that are treated as equityinterests of the Issuer for U.S. federal income tax purposes are held by two or more taxowners for U.S. federal income tax purposes, certain requirements described in Section10.9(j) of this Indenture will apply to the Holders of such Securities, and it agrees to besubject to such requirements.

In the case of the Issuer Only Notes, the Purchaser represents,(xxviii)acknowledges, and agrees that:

If it is not a "United States person" (as defined in Section(A)7701(a)(30) of the Code), and holds its Notes in accordance with clause (xxiii)(B)above, it:

(B) is not a bank (within the meaning of Section(1)881(c)(3)(A) of the Code), and

(C) will not (1A) treat its income in respect of such Notes(2)as effectively connected with the conduct of a trade or business in theUnited States for U.S. federal income tax purposes, or (2B) provide to theIssuer or its agents an IRS Form W-8ECI (or successor form) or an IRSForm W-8IMY (or successor form) to which an IRS Form W-8ECI (orsuccessor form) is attached.

The Purchaser is not a member of an "expanded group" (within the(xxix)meaning of the regulations issued under Code Section 385) that includes a domesticcorporation (as determined for U.S. federal income tax purposes) if such domesticcorporation directly or indirectly (through one or more entities that are treated for U.S.federal income tax purposes as partnerships, disregarded entities, or grantor trusts) ownsSubordinated Notes.

With respect to each Purchaser of any Note or interest therein that is a(xxx)Benefit Plan Investor, on each day from the date on which such beneficial owner acquiressuch Note or interest through and including the date on which it disposes of such Note orinterest that, at any time when regulation 29 C.F.R. Section 2510.3-21, as modified inApril 2016, is applicable, the fiduciary (as defined in (b) below) making the decision toinvest in the Notes on its behalf (the "Independent Fiduciary") (a) is a bank, insurancecompany, registered investment adviser, broker-dealer or other person with financialexpertise, in each case as described in 29 C.F.R. Section 2510.3-21(c)(1)(i); (b) is anindependent plan fiduciary within the meaning of 29 C.F.R. Section 2510.3-21(c); (c) iscapable of evaluating investment risks independently, both in general and with regard toparticular transactions and investment strategies; (d) is responsible for exercisingindependent judgment in evaluating the acquisition, holding and disposition of the Notes;and (e) neither the Benefit Plan Investor nor the Independent Fiduciary is paying or has

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paid any fee or other compensation to any of the Co-Issuers, the Initial Purchaser or theAsset Manager for investment advice (as opposed to other services) in connection with itsacquisition or holding of the Notes. In addition, each such purchaser or transferee will berequired or deemed to acknowledge and agree that the Independent Fiduciary (x) has beeninformed that none of the Initial Purchaser or the Asset Manager, or other persons thatprovide marketing services, nor any of their affiliates, has provided, and none of themwill provide, impartial investment advice and they are not giving any advice in a fiduciarycapacity, in connection with the purchaser's or transferee's acquisition or holding of theNotes and (y) has received and understands the disclosure of the existence and nature ofthe financial interests contained in the offering circular and related materials.

The Purchaser agrees to provide the Issuer (including its agents and(xxxi)representatives) with information or documentation, and to update or correct suchinformation or documentation, as may be necessary or helpful (in the sole determinationof the Issuer or its agents or representatives, as applicable) to enable the Issuer to achieveAML Compliance.

In the case of the Rated Notes, the Purchaser, if not a "United States(xxxii)person" within the meaning of Section 7701(a)(30) of the Code, represents that either (a)it is not (i) a bank (or an entity affiliated with a bank) extending credit pursuant to a loanagreement entered into in the ordinary course of its trade or business (within the meaningof Section 881(c)(3)(A) of the Code), (ii) a "10 percent shareholder" with respect to theIssuer within the meaning of Section 871(h)(3) or Section 881(c)(3)(D) of the Code or(iii) a "controlled foreign corporation" that is related to the Issuer within the meaning ofSection 881(c)(3)(C) of the Code; (b) it is a person that is eligible for benefits under anincome tax treaty with the United States that eliminates U.S. federal income taxation ofU.S. source interest not attributable to a permanent establishment in the United States or(c) it has provided an IRS Form W-8ECI representing that all payments received or to bereceived by it on the Notes are effectively connected with the conduct of a trade orbusiness in the United States.

Any Note issued upon the transfer, exchange or replacement of Notes shall(g)bear the Applicable Legend, unless there is delivered to the Issuer such satisfactory evidence,which may include an Opinion of Counsel, as may be reasonably required by the Issuer to theeffect that neither such Applicable Legend nor the restrictions on transfer set forth therein arerequired to ensure that transfers thereof comply with the provisions of Rule 144A under, Section4(a)(2) of, or Regulation S under, the Securities Act, as applicable, and to ensure that none of theCo-Issuers or the pool of collateral becomes an investment company required to be registeredunder the Investment Company Act. Upon provision of such satisfactory evidence, the Trustee, atthe direction of the Issuer shall authenticate and deliver Notes that do not bear such ApplicableLegend.

Registration of the transfer of a Note by the Indenture Registrar shall be(h)deemed to be the acknowledgment of such transfer on behalf of the Issuer.

The Issuer will not purchase, redeem, prepay or otherwise acquire, directly(i)or indirectly, any of the Outstanding Notes except as otherwise provided in this Indenture or the

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Notes. At any time that the Class A Notes, the Class B Notes and the Class C Notes are no longerOutstanding, the Issuer may repurchase the Notes of the Highest Ranking Class on any BusinessDay in one or more privately negotiated transactions at a purchase price of less than 100% of par solong as the Repurchase Conditions are satisfied. Accrued interest on any such Repurchased Notesmay be purchased only with Interest Proceeds.

The Issuer will promptly cancel all Notes acquired by it pursuant to any payment,purchase, redemption, prepayment or other acquisition of Notes pursuant to any provision of thisIndenture, and no Securities may be issued in substitution or exchange for any such Notes. AnyRepurchased Notes will be submitted to the Trustee for cancellation.

Notwithstanding anything contained herein to the contrary, neither the(j)Trustee nor the Indenture Registrar shall be responsible for ascertaining whether any transfercomplies with the registration provisions of or any exemptions from the Securities Act, applicablestate securities laws or the applicable laws of any other jurisdiction, ERISA, the Code or theInvestment Company Act; provided that if a certificate is specifically required by the express termsof Section 2.4 or this Section 2.5 to be delivered to the Trustee or Indenture Registrar by a holderor transferee of a Note, the Trustee or Indenture Registrar shall be under a duty to receive andexamine the same to determine whether or not the certificate substantially conforms on its face tothe requirements of this Indenture and shall promptly notify the party delivering the same if suchcertificate does not comply with such terms. Notwithstanding the foregoing, the Trustee, relyingsolely on representations made or deemed to have been made by Holders of an interest in anERISA Class shall not permit any transfer of an interest in an ERISA Class if such transfer wouldresult in 25% or more (or such lesser percentage determined by the Asset Manager, and notified tothe Trustee) of the Aggregate Outstanding Amount of the applicable ERISA Class being held byBenefit Plan Investors, as calculated pursuant to the Plan Asset Regulation.

Mutilated, Defaced, Destroyed, Lost or Stolen Securities. (a) If (i)Section 2.6any mutilated or defaced Note is surrendered to a Transfer Agent, or if there shall be delivered toeach of the Applicable Issuer, the Trustee, the Indenture Registrar or any Transfer Agentevidence to its reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) thereis delivered to each Applicable Issuer, the Trustee, the Indenture Registrar and such TransferAgent such security or indemnity as may be required by it to save it and any of its agentsharmless, then, in the absence of notice to the Applicable Issuer, the Trustee, the IndentureRegistrar or such Transfer Agent that such Note has been acquired by a Protected Purchaser, theApplicable Issuer shall execute and, upon Issuer Order (which Issuer Order shall be deemed tohave been provided upon the delivery of an executed Note to the Trustee), 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 of the same Class) and equalprincipal amount, registered in the same manner, dated the date of its authentication, bearinginterest (in the case of a Senior Note) from the date to which interest has been paid on themutilated, defaced, destroyed, lost or stolen Note and bearing a number not contemporaneouslyoutstanding. In case any such mutilated, defaced, destroyed, lost or stolen Note has become dueand payable, the Issuer in its discretion may instead of issuing a new Note pay such Note withoutrequiring surrender thereof, except that any mutilated or defaced Note shall be surrendered.

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If, after delivery of such new Note, a Protected Purchaser of the(b)predecessor Note presents for payment, transfer or exchange such predecessor Note, the ApplicableIssuer, the Transfer Agent, the Indenture Registrar and the Trustee shall be entitled to recover suchnew Note from the Person to whom it was delivered or any Person taking therefrom, and shall beentitled to recover upon the security or indemnity provided therefor to the extent of any loss,damage, cost or expense incurred by the Applicable Issuer, the Trustee, the Indenture Registrar andthe Transfer Agent in connection therewith.

Upon the issuance of any new Note under this Section 2.6, the Applicable(c)Issuer or the Trustee and any Transfer Agent may require the payment by the registered Holderthereof of a sum sufficient to cover any tax or other governmental charge that may be imposed inrelation thereto and any other expenses (including the fees and expenses of the Trustee) connectedtherewith.

Every new Note issued pursuant to this Section 2.6 in lieu of any(d)mutilated, defaced, destroyed, lost or stolen Note shall constitute an original additional contractualobligation of the Applicable Issuer and such new Note shall be entitled to all of the benefits of thisIndenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.6 are exclusive and shall preclude (to the(e)extent lawful) all other rights and remedies with respect to the replacement or payment ofmutilated, defaced, destroyed, lost or stolen Notes.

Payments in Respect of the Securities; Rights Reserved.Section 2.7(a) Interest shall accrue on each Class of Senior Notes during each Interest Period (based on theAggregate Outstanding Amount of the Class on the first day of the Interest Period after givingeffect to any payments of principal on or before the first day of such Interest Period) at theapplicable Interest Rate specified in Section 2.2. Interest on the Senior Notes shall be payable oneach Payment Date in accordance with the Priority of Payments; provided that payments ofinterest on each Class will be subordinated on each Payment Date to payments of interest on eachHigher Ranking Class. Any interest on Deferred Interest Notes that is not available to be paid ona Payment Date in accordance with the Priority of Payments shall become "Deferred Interest" andshall be added to the principal amount of such Notes. Deferred Interest shall not be considered"due and payable" for the purposes of Section 5.1(a) (and the failure to pay such interest shall notbe an Event of Default) until the Stated Maturity (or, if earlier, the Payment Date on which suchinterest is available to be paid pursuant to the Priority of Payments). Deferred Interest shall bearinterest at the applicable Interest Rate until paid to the extent lawful and enforceable.

Interest on the Subordinated Notes that is not available to be paid on a PaymentDate in accordance with the Priority of Payments shall not be payable on such Payment Date orany date thereafter and shall not be considered "due and payable" for purposes of Section 5.1(a)(and the failure to pay such interest shall not be an Event of Default).

Interest will cease to accrue on each Senior Note, or in the case of a partialrepayment, on such part, from the date of repayment or Stated Maturity unless payment ofprincipal is improperly withheld or unless an Event of Default occurs with respect to such

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payments of principal. To the extent lawful and enforceable any Defaulted Interest on the SeniorNotes will accrue interest at the Interest Rate for the applicable Class of Senior Notes until paid.

The Outstanding Senior Notes will mature at par on the Stated Maturity(b)and the principal on such Notes will be due and payable on such date. Prior to the Stated Maturity,principal on the Notes shall be paid as provided in the Priority of Payments; provided that, exceptas otherwise provided in Article IX and the Priority of Payments, the payment of principal on anyClass of Senior Notes (x) may only occur after each Higher Ranking Class is no longerOutstanding and (y) is subordinated to the payment on each Payment Date of the principal due andpayable on each Higher Ranking Class and other amounts in accordance with the Priority ofPayments; provided, further, that any payment of principal that is not paid on any Deferred InterestNotes, in accordance with the Priority of Payments, on any Payment Date, shall not be considered"due and payable" for purposes of Section 5.1(b) until the Stated Maturity (or, if earlier, thePayment Date on which such principal may be paid in accordance with the Priority of Payments).The Outstanding Subordinated Notes will mature on the Stated Maturity, and the principal, if any,will be due and payable on that date; provided that, except as otherwise provided in Article IX andthe Priority of Payments, the payment of principal of the Subordinated Notes (x) may only occurafter the Senior Notes are no longer Outstanding and (y) is subordinated to the payment on eachPayment Date of the principal and interest due and payable on the Senior Notes and other amountsin accordance with the Priority of Payments; and any payment of principal of the SubordinatedNotes that is not paid, in accordance with the Priority of Payments, on any Payment Date, shall notbe considered "due and payable" for purposes of Section 5.1(b) until the Payment Date on whichsuch principal may be paid in accordance with the Priority of Payments.

Payments in respect of a Certificated Security will be made by wire(c)transfer in immediately available funds to a Dollar account maintained by the Holder thereof or itsnominee or, if appropriate instructions are not received at least fifteen Business Days prior to therelevant Payment Date, by check delivered by first class mail, postage prepaid, to the address of theHolder specified in the Indenture Register. Payments in respect of a Global Security will be madeby wire transfer in immediately available funds to a Dollar account maintained by the Depositoryor its nominee or, if a wire transfer cannot be effected, by a Dollar check in immediately availablefunds delivered to the Depository or its nominee. The Applicable Issuer expects that theDepository or its nominee, upon receipt of any payment on a Global Security held by theDepository or its nominee, will immediately credit the applicable Agent Members' accounts withpayments in amounts proportionate to the respective beneficial interests in such Global Security asshown on the records of the Depository or its nominee. The Applicable Issuer also expects thatpayments by Agent Members to owners of beneficial interests in such Global Security held throughAgent Members will be governed by standing instructions and customary practices, as is now thecase with securities held for the accounts of customers registered in the names of nominees forsuch customers. Such payments will be the responsibility of the Agent Members. None of theCo-Issuers, the Trustee or any Paying Agent will have any responsibility or liability for any aspectsof the records maintained by the Depository or its nominee or any of the Agent Members relatingto or for payments made thereby on account of beneficial interests in, a Global Security.

Upon final payment due on the Stated Maturity of any Outstanding CertificatedSecurity, the Holder thereof shall present and surrender such Certificated Security at the officedesignated by the Trustee; provided, however, that if there is delivered to the Co-Issuers and the

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Trustee such security or indemnity as may be required by them to save each of them harmless andan undertaking thereafter to surrender such Certificated Security, then, in the absence of notice tothe Applicable Issuer or the Trustee that the applicable Certificated Security has been acquired bya Protected Purchaser, such final payment shall be made without presentation or surrender.

In the case where any final payment is to be made on any Class (other than(d)on Stated Maturity), the Issuer or upon Issuer Order, the Trustee, in the name and at the expense ofthe Issuer shall, not more than 30 nor less than 10 days prior to the date on which such payment isto be made, give notice to each Holder of such Class (which in the case of an Optional Redemptionshall be in accordance with Section 9.2), which shall state the date on which such payment will bemade and the place or places where Certificated Securities should be presented and surrendered forsuch payment.

As a condition to the payment on any Security in accordance with the(e)Priority of Payments without the imposition of withholding tax, the Trustee or Paying Agent, asapplicable, shall require certification acceptable to the Applicable Issuer, the Trustee and, ifapplicable, Paying Agent to enable each of the Applicable Issuer, the Trustee and such PayingAgent to determine its duties and liabilities with respect to any taxes or other charges that it may berequired to deduct or withhold from such payments under any present or future law or regulation ofthe United States or other jurisdiction or any present or future law or regulation of any politicalsubdivision thereof or taxing authority therein or to comply with any reporting or otherrequirements under any such law or regulation. Without limiting the foregoing, as a condition topayments on any Security without U.S. federal back-up withholding, the Applicable Issuer shallrequire the delivery of properly completed and signed applicable U.S. federal income taxcertifications (generally, an IRS Form W-9 (or applicable successor form) in the case of a personthat is a "United States person" as defined in the Code or an IRS Form W-8 (or applicablesuccessor form) in the case of a person that is not a "United States person" as defined in the Code).If it is determined that the Applicable Issuer is required to deduct or withhold tax from, or withrespect to, payments to any Holder of the Securities, then the Trustee or other Paying Agent, asapplicable, shall deduct, or withhold, the amount required to be deducted or withheld and remit tothe relevant authority such amount. Without limiting the generality of the foregoing, theApplicable Issuer may withhold any amount that it determines is required to be withheld from anyamounts otherwise distributable to any Holder of a Security. The Applicable Issuer shall not beobligated to pay any additional amounts to the Holders or beneficial owners of the Notes as a resultof any withholding or deduction for, or on account of, any tax imposed on payments in respect ofthe Securities. The amount of any withholding tax or deduction with respect to any Holder shall betreated as cash distributed to such Holder at the time it is withheld or deducted by the Trustee orPaying Agent and remitted to the appropriate taxing authority. Nothing herein shall impose anobligation on the part of the Trustee or Paying Agent to determine the amount of any tax orwithholding obligation.

A payment on any Security that is payable, and is punctually paid or duly(f)provided for, on any Payment Date shall be paid to the Person in whose name that Security (or oneor more predecessor Securities) is registered at the close of business on the Record Date related tosuch Payment Date. Payments of principal to Holders of the Notes of each Class shall be made inthe proportion that the Aggregate Outstanding Amount of the Notes of such Class registered in thename of each such Holder on such Record Date bears to the Aggregate Outstanding Amount of all

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Notes of such Class on such Record Date. Payment of Defaulted Interest (and interest thereon)may be made in any other lawful manner in accordance with the Priority of Payments if notice ofsuch payment is given by the Trustee to the Issuer and the Holders and such manner of paymentshall be deemed practicable by the Trustee.

All reductions in the principal amount of a Note (or one or more(g)predecessor Notes) effected by payments made on any Payment Date shall be binding upon allfuture Holders of such Note and of any Note issued upon the registration of transfer thereof or inexchange therefor or in lieu thereof, whether or not such payment is noted on such Note.

Notwithstanding any other provision of this Indenture, the obligations of(h)the Applicable Issuer under the Notes and the obligations of each of the Co-Issuers under thisIndenture are limited recourse obligations of each of such Co-Issuers payable solely from theCollateral in accordance with the Priority of Payments. Following realization of the Collateral anddistribution of proceeds in the manner provided in the Priority of Payments, any obligations of theCo-Issuers and any claims of the Trustee, the Holders, any other Secured Parties and anythird-party beneficiaries of this Indenture against the Co-Issuers shall be extinguished and shall notthereafter revive. No recourse shall be had for the payment of any amount owing in respect of theSecurities or this Indenture against any Transaction Party (other than the Applicable Issuer) or anyof the Officers, directors, employees, shareholders, agents, partners, members, managers,authorized persons, incorporators, Affiliates, successors or assigns of a Transaction Party or of theCo-Issuers for any amounts payable under the Securities or this Indenture. It is understood that theforegoing provisions of this clause (h) shall not (i) prevent recourse to the Collateral in the mannerprovided herein for the sums due or to become due under any obligation, instrument or agreementthat is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness orobligation evidenced by the Notes (to the extent that they evidence debt) or secured by thisIndenture until such Collateral has been realized and proceeds distributed in accordance with thePriority of Payments, whereupon any outstanding indebtedness or obligation shall be extinguished.It is further understood that the foregoing provisions of this clause (h) shall not limit the right ofany Person to name the Issuer or the Co-Issuer as a party defendant in any proceeding or in theexercise of any other remedy under the Securities or this Indenture, so long as no judgment in thenature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained)enforced against any such Person or entity.

Subject to the foregoing provisions of this Section 2.7 and the provisions(i)of Sections 2.4, 2.5 and 2.6, each Note delivered under this Indenture and upon registration oftransfer of or in exchange for or in lieu of any other Note of the same Class shall carry the rights ofunpaid interest and principal that were carried by such other Note.

Cancellation. All Notes surrendered for payment or registration ofSection 2.8transfer, exchange or redemption, or deemed lost or stolen, shall, if surrendered to any Personother than the Trustee, be delivered to the Trustee, and shall promptly be canceled by it and maynot be reissued or resold. No Note shall be authenticated in lieu of or in exchange for any Notecanceled, except as described in the first sentence of this Section 2.8 or as expressly permitted bythis Indenture. Holders may not surrender Notes for cancellation without payment therefor. Allcanceled Notes held by the Trustee shall be destroyed by the Trustee in accordance with itsstandard retention policy.

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Repurchased Notes (including beneficial interests in Global Securities) deliveredto the Trustee will be promptly cancelled by the Trustee. Other than as described in this Section2.8, no Notes will be accepted by the Trustee or the Applicable Issuer for cancellation (includingin connection with abandonment).

Funds for Payments to be Held in Trust. (a) All payments that areSection 2.9to be made from amounts withdrawn from the Payment Account shall be made on behalf of theApplicable Issuer by the Trustee or a Paying Agent, which shall hold all funds in trust for thebenefit of the Secured Parties until applied as provided herein.

Except as otherwise required by applicable law, any funds deposited with(b)the Trustee or any Paying Agent in trust for payments and remaining unclaimed for two years afterpayment has become due and payable shall be paid to the Issuer, and all liability of the Trustee orsuch Paying Agent with respect to such trust funds (but only to the extent of the amounts so paid tothe Issuer) shall thereupon cease. The Trustee or such Paying Agent, before being required tomake any such release may, but shall not be required to, adopt and employ, at the expense of theIssuer, any reasonable means of notification of such release of payment, including, but not limitedto, delivering notice of such release by first class mail, postage prepaid, to Holders whose Noteshave been called but have not been surrendered for redemption or whose right to or interest inamounts due and payable but not claimed is determinable from the records of any Paying Agent, atthe last address of record of each such Holder.

Certificated Securities In Event Depository No Longer Available.Section 2.10(a) Except as provided in Section 2.5(e)(i) and (ii), a Global Security deposited with theDepository pursuant to Section 2.2 shall be transferred to the beneficial owners thereof only if (x)such transfer complies with Sections 2.4 and 2.5 of this Indenture and the Depository notifies theTrustee that it is unwilling or unable to continue as Depository for such Global Security and asuccessor depository is not appointed by the Applicable Issuer within 90 days after such notice or(y) one or more Events of Default have occurred and are continuing as a result of which theAccelerated Amounts have been declared due and payable pursuant to Section 5.2 and suchtransfer is requested by any beneficial owner of an interest in such Global Security.

Any Global Security that is transferable to the beneficial owners thereof(b)pursuant to this Section 2.10 shall be surrendered by the Depository at the office designated by theTrustee to be so transferred, in whole or from time to time in part, without charge, and theApplicable Issuer shall execute and the Trustee shall authenticate and deliver, upon such transfer ofeach portion of such Global Security, an equal aggregate principal amount of CertificatedSecurities of Authorized Denominations (pursuant to instruction of the Depository). Any portionof a Global Security transferred pursuant to this Section 2.10 shall be executed, authenticated anddelivered only in an Authorized Denomination. Any Certificated Security delivered in exchangefor an interest in a Global Security under this Section 2.10 shall, except as otherwise provided bySection 2.5(g), bear the Applicable Legend and shall be subject to the transfer restrictions referredto in such legends.

Subject to the provisions of clause (b) of this Section 2.10, the Holder of a(c)Global Security may grant proxies and otherwise authorize any Person, including Agent Members

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and Persons that may hold interests through Agent Members, to take any action that a Holder isentitled to take under this Indenture or the Notes.

In the event of the occurrence of the event specified in clause (a) of this(d)Section 2.10, the Applicable Issuer will promptly make available to the Trustee a reasonable supplyof Certificated Securities. Pending the preparation of Certificated Securities pursuant to thisSection 2.10, the Applicable Issuer may execute, and upon Issuer Order the Trustee shallauthenticate and deliver, temporary Certificated Securities that are printed, lithographed,typewritten, mimeographed or otherwise reproduced in any Authorized Denomination,substantially of the tenor of the Certificated Securities in lieu of which they are issued and withsuch appropriate insertions and omissions, as conclusively evidenced by their execution of suchNotes.

Non-Permitted Holders. (a) Notwithstanding any other provisionSection 2.11in this Indenture, any transfer of a beneficial interest in any Security to a Non-Permitted Holdershall be null and void ab initio and any such purported transfer of which the Applicable Issuer orthe Trustee shall have notice may be disregarded by the Applicable Issuer and the Trustee for allpurposes.

If any Non-Permitted Holder becomes the beneficial owner of any Security(b)or an interest in any Security, the Issuer shall, promptly after becoming aware that such Person is aNon-Permitted Holder (and if either of the Co-Issuer or the Trustee makes the discovery, it willprovide notice to the Issuer), send notice to such Non-Permitted Holder demanding that suchNon-Permitted Holder transfer such Security or interest to a Person that is not a Non-PermittedHolder within 30 days (or in the case of a Non-Permitted Holder of an ERISA Class Security,within 10 days) of the date of such notice. If such Non-Permitted Holder fails to so transfer itsSecurities or interest, the Issuer shall have the right, without further notice to the Non-PermittedHolder, to sell such Securities or interest to a purchaser selected by the Issuer that is not aNon-Permitted Holder on such terms as the Issuer may choose. The Issuer, or its agent, may selectthe purchaser by soliciting one or more bids from one or more brokers or other marketprofessionals that regularly deal in securities similar to the Securities and selling such Securities orinterest to the highest such bidder. However, the Issuer or its agent may select a purchaser by anyother means determined by it in its sole discretion. The Holder of each Security, theNon-Permitted Holder and each other Person in the chain of title from the Holder to theNon-Permitted Holder, by its acceptance of an interest in the Security, agrees to cooperate with theIssuer, its agent and the Trustee to effect such transfers. The proceeds of such sale, net of anycommissions, expenses and taxes due in connection with such sale shall be remitted to theNon-Permitted Holder as a payment in full for such Securities. The terms and conditions of anysale under this subsection shall be determined in the sole discretion of the Issuer or its agent, andneither the Issuer nor the Trustee shall be liable to any Person having an interest in the Securitiessold as a result of any such sale or the exercise of such discretion.

In addition to withholding on payments to a Non-Permitted Tax Holder (or(c)any agent or intermediary through which Notes are held), the Issuer will have the right to (x)compel such Holder to sell its interest in such Note, (y) sell such interest on such Holder's behalf inaccordance with the procedures set forth in clause (b) of this Section 2.11 and/or (z) assign to suchNotes a separate CUSIP or CUSIPs, and, in the case of this clause (z), to deposit payments on such

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Notes into a Tax Reserve Account, which amounts will be (i) released to pay costs related to suchnoncompliance (including Taxes imposed by FATCA) from time to time and (ii) any amountsremaining after paying such costs released to the Holder of such Notes at such time that the Issuerdetermines that the Holder of such Notes complies with its Holder Reporting Obligations and isnot otherwise a Non-Permitted Tax Holder. Any amounts deposited into the Tax Reserve Accountin respect of Notes held by a Non-Permitted Tax Holder shall be treated for all purposes under thisIndenture as if such amounts had been paid directly to the Holder of such Notes; provided that anyamounts remaining in a Tax Reserve Account will be released to the applicable Holder (a) on thedate of final payment for the applicable Class (or as soon as reasonably practical thereafter) or (b)at the request of the Holder on any Business Day after such Holder has certified to the Issuer andthe Trustee that it no longer holds an interest in any Notes. Moreover, each Holder agrees that itwill indemnify the Issuer, the Trustee and other Holders for all damages, costs and expenses thatresult from the failure of such person to comply with its Holder Reporting Obligations. Thisindemnification will continue even after the Holder ceases to have an ownership interest in suchNote.

Additional Notes. (a) On any Business Day, with the consent ofSection 2.12the Asset Manager and pursuant to a supplemental indenture in accordance with Article VIII, theIssuer may issue under this Indenture Additional Notes (a) of existing Classes, (b) that aresubordinated to each Class of Senior Notes and senior in right of payment to the SubordinatedNotes ("Additional Mezzanine Notes"), (c) Additional Notes in connection with a Risk RetentionIssuance or (d) additional Subordinated Notes ("Additional Subordinated Notes" and, togetherwith Additional Mezzanine Notes, the "Additional Junior Notes"), subject to the followingconditions:

a Majority of the Subordinated Notes has consented to such issuance, and(i)if additional Class A Notes are being issued, a Majority of the Class A Notes hasconsented to such issuance; provided that the consent of a Majority of the SubordinatedNotes or a Majority of the Class A Notes, as applicable, will not be required if the AssetManager has determined, in its sole discretion, that such issuance is required forcompliance with the Risk Retention Requirements by the Asset Manager, the RetentionHolder and/or the "sponsor" (as such term is defined pursuant to the Risk RetentionRequirements);

the purchase price is paid in cash;(ii)

notice has been provided to the Rating Agency;(iii)

the Stated Maturity of each Class of Additional Junior Notes is the same as(iv)the Stated Maturity of any Class of Outstanding Senior Notes;

in the case of Additional Notes of the existing Classes, the Additional(v)Notes rank pari passu in all respects with the initial Notes of that Class, and the terms andconditions must be identical with the initial Notes of that Class (except that the interestdue on Additional Notes will accrue from the issue date of such Additional Notes, theinterest rate and price of such Additional Notes do not have to be identical to those of theinitial Notes of that Class but, in the case of the Rated Notes, the spread over LIBORthe

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Reference Rate may not exceed the spread over LIBORthe Reference Rate applicable tothe existing Notes of the Class on the date of issuance of the Additional Notes);

unless only Additional Junior Notes are being issued, the Aggregate(vi)Outstanding Amount of the Notes of each Class issued in all additional issuances ofexisting Classes may not exceed 100% of the respective original Aggregate OutstandingAmount of the Notes of each Class;

unless only Additional Junior Notes are being issued, Additional Notes of(vii)all Classes must be issued and such issuance of Additional Notes must be proportionalacross all Classes, provided that the principal amount of Additional Subordinated Notesissued in any such issuance may exceed the proportion otherwise applicable to theSubordinated Notes;

the proceeds of Additional Junior Notes may be designated as Interest(viii)Proceeds or Principal Proceeds at the discretion of the Asset Manager and any otherproceeds of Additional Notes will be designated as Principal Proceeds and applied to thepurchase of Collateral Obligations;

either (A) the Issuer has received Tax Advice to the effect that the issuance(ix)of such Notes does not cause the Issuer to be treated as a publicly traded partnershiptaxable as a corporation for U.S. federal income tax purposes or (B) (1) 100% of eachClass of Issuer Only Notes has consented to such issuance and (2) the CorporateCondition has been satisfied with respect to such issuance;

each Class of Additional Mezzanine Notes is subordinate in right of(x)payment of interest and principal to each Class of Outstanding Senior Notes;

unless only Additional Subordinated Notes are being issued, the Issuer(xi)receives Tax Advice to the effect that (A) in the case of Additional Notes of the existingClasses, such issuance would not cause the Holders or beneficial owners of previouslyissued Notes of such Class to be deemed to have sold or exchanged such Notes underSection 1001 of the Code and (B) any additional Co-Issued Notes will be treated as debtfor U.S. federal income tax purposes, which Tax Advice need not address the taxcharacterization of any Additional Notes held by a Sole Equity Owner or the effect of anyregulations that would treat debt as equity for periods in which it is held by a Holder orbeneficial owner that is related to the issuer of such debt;

any additional Class E Notes or Additional Subordinated Notes are issued(xii)only to Holders or beneficial owners that are "United States persons" as defined inSection 7701(a)(30) of the Code and that agree to provide the Issuer, the Asset Managerand the Trustee with a correct, complete and properly executed IRS Form W-9 (orapplicable successor form), provided that additional Class E Notes and AdditionalSubordinated Notes may be issued to Holders or beneficial owners that are not "UnitedStates persons" as defined in Section 7701(a)(30) of the Code and who provide anappropriate IRS Form W-8 (or applicable successor form) if (A) the Issuer has receivedTax Advice that the Issuer has not been and the Issuer's contemplated activities will not

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cause the Issuer to be engaged in a trade or business within the United States for U.S.federal income tax purposes and (B) the Issuer and the Asset Manager (acting on itsbehalf) are subject to Tax Guidelines;

if any Additional Notes would be issued or treated as issued with more(xiii)original issue discount than the Notes of the corresponding existing Class, taking intoaccount the qualified reopening rules, those Additional Notes will be issued with aseparate CUSIP from the Notes of the corresponding existing Class;

if only Additional Subordinated Notes are issued, the principal amount of(xiv)such Additional Subordinated Notes issued is at least $1 million and the number ofseparate issuances of such Notes, together with the number of total Contributionsaccepted, is no more than five unless, so long as the Class A Notes are Outstanding,consent has been obtained from a Majority of the Class A Notes;

other than in connection with a Risk Retention Issuance, after giving effect(xv)to such issuance, each Overcollateralization Test is maintained or improved; and

no Event of Default has occurred and is continuing.(xvi)

At any time pursuant to a supplemental indenture in accordance with(b)Article VIII, the Applicable Issuer may issue Additional Notes in connection with a Refinancing ora Re-Pricing Redemption subject to Article IX. For the avoidance of doubt any such issuance isnot subject to Section 2.12(a).

Other than in connection with a Risk Retention Issuance, to the extent(c)reasonably practicable, notice will be given to the Holders of Subordinated Notes at least five daysprior to the issuance and such Holders will be afforded an opportunity to purchase AdditionalJunior Notes on the same terms offered to investors generally, in an amount necessary to preservetheir pro rata holdings of Subordinated Notes.

Costs related to an issuance of Additional Notes will be Administrative(d)Expenses.

ARTICLE III

CONDITIONS PRECEDENT; COLLATERAL DELIVERY; AND REPRESENTATIONS

General Provisions. (a) The Trustee or the Authenticating AgentSection 3.1shall not authenticate and deliver the Notes to be issued on the Closing Date unless the Trusteereceives the following on the Closing Date:

with respect to each of the Co-Issuers, an Officer's certificate (A)(i)evidencing the authorization by Resolution of the execution and delivery of the applicableTransaction Documents and the execution of the Notes to be authenticated and deliveredand (B) certifying that (1) the attached copy of such Resolution is a true and complete

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copy thereof, (2) such Resolutions have not been rescinded and are in full force and effecton and as of the Closing Date and (3) the Officers authorized to execute and deliver suchdocuments hold the offices and have the signatures indicated thereon;

with respect to each of the Co-Issuers, either (A) an Officer's certificate or(ii)another official document evidencing the due authorization, approval or consent of anygovernmental body or bodies, at the time having jurisdiction in the premises, togetherwith an opinion of counsel that the Trustee is entitled to rely thereon to the effect that noother authorization, approval or consent of any governmental body is required for theperformance by the Applicable Issuer of its obligations under this Indenture (and, in thecase of the Issuer, the Asset Management Agreement and the Collateral AdministrationAgreement) or (B) an opinion of counsel to the effect that no such authorization, approvalor consent of any governmental body is required for the performance by the ApplicableIssuer of its obligations under this Indenture (and, in the case of the Issuer, the AssetManagement Agreement and the Collateral Administration Agreement) except as mayhave been given;

opinions of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel(iii)to each of the Co-Issuers (which opinions shall be limited to the laws of the State of NewYork, the Uniform Commercial Code as in effect in the District of Columbia, the limitedliability company law of the State of Delaware and the federal law of the United Statesand may assume, among other things, the accuracy and completeness of therepresentations and warranties made or deemed made by the holders of Notes), dated theClosing Date;

an opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the(iv)Issuer (which shall be limited to the laws of the Cayman Islands), dated the Closing Date;

opinions of Dechert LLP, counsel to the Asset Manager, dated the Closing(v)Date;

with respect to each of the Co-Issuers, an Officer's certificate stating that(vi)(A) it is not in Default under this Indenture; (B) the issuance of the Notes (or, in the caseof the Co-Issuer, the Co-Issued Notes) applied for will not result in a breach of any of theterms, conditions or provisions of, or constitute a default under its Governing Documents,any indenture or other agreement or instrument to which it is a party or by which it isbound, or any order of any court or administrative agency entered in any proceeding towhich it is a party or by which it may be bound or to which it may be subject; (C) noEvent of Default shall have occurred and be continuing; (D) all of the representations andwarranties given by it and contained herein are true and correct as of the Closing Date;and (E) all conditions precedent provided in this Indenture relating to the authenticationand delivery of the Notes (or, in the case of the Co-Issuer, the Co-Issued Notes) appliedfor have been complied with;

fully executed counterparts of the Transaction Documents (other than this(vii)Indenture); and

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authentication orders consistent with Section 2.3.(viii)

The Trustee or the Authenticating Agent shall not authenticate and deliver(b)the Additional Notes to be issued on the Additional Notes Closing Date unless the Trustee receivesthe following on the Additional Notes Closing Date:

an Officer's certificate of each Applicable Issuer (A) evidencing the(i)authorization by Resolution of the execution and delivery of a supplemental indenturepursuant to Article VIII, and the execution, authentication and delivery of the AdditionalNotes to be authenticated and delivered and (B) certifying that (1) the attached copy ofsuch Resolution is a true and complete copy thereof, (2) such Resolutions have not beenrescinded and are in full force and effect on and as of the Additional Notes Closing Date,and (3) the Officers authorized to execute and deliver such documents hold the officesand have the signatures indicated thereon;

either (A) an Officer's certificate of each Applicable Issuer or other official(ii)document evidencing the due authorization, approval or consent of any governmentalbody or bodies, at the time having jurisdiction in the premises, together with an opinionof counsel that the Trustee is entitled to rely thereon to the effect that no otherauthorization, approval or consent of any governmental body is required for the validissuance of the Additional Notes, or (B) an opinion of counsel to the effect that no suchauthorization, approval or consent of any governmental body is required for the validissuance of the Additional Notes except as may have been given;

opinions of special U.S. counsel to each Applicable Issuer (which opinions(iii)shall be limited to the laws of the State of New York, the limited liability law of the Stateof Delaware and the federal law of the United States and may assume, among otherthings, the accuracy and completeness of the representations and warranties made ordeemed made by the holders of Securities), dated the Additional Notes Closing Date;

an Opinion of Counsel to the Issuer (which shall be limited to the laws of(iv)the Cayman Islands), dated the Additional Notes Closing Date;

an Officer's certificate of each Applicable Issuer stating that (A) it is not in(v)Default under this Indenture; (B) the issuance of the Additional Notes applied for will notresult in a breach of any of the terms, conditions or provisions of, or constitute a defaultunder its Governing Documents, any indenture or other agreement or instrument to whichit is a party or by which it is bound, or any order of any court or administrative agencyentered in any proceeding to which it is a party or by which it may be bound or to which itmay be subject; (C) no Event of Default shall have occurred and be continuing; (D) all ofthe representations and warranties given by it and contained herein are true and correct inall material respects as of the Additional Notes Closing Date (unless relating to an earlierdate); and (E) all conditions precedent provided in this Indenture (including anysupplement related to the Additional Notes) relating to the authentication and delivery ofthe Additional Notes applied for have been complied with; and

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authentication orders consistent with Section 2.3.(vi)

Security for Notes. (a) No later than ten calendar days after theSection 3.2Closing Date, the Issuer shall cause a Financing Statement to be filed in the District of Columbianaming the Issuer as debtor and the Trustee as secured party. Prior to the issuance of theSecurities on the Closing Date, the Issuer shall cause the following conditions to be satisfied:

Grant of Collateral Obligations. The Grant pursuant to the Granting(i)Clauses of this Indenture of all of the Issuer's right, title and interest in and to the PledgedCollateral Obligations purchased by the Issuer on or prior to the Closing Date to theTrustee is effective. By the Closing Date the Issuer shall have purchased or entered intoagreements to purchase Collateral Obligations with an aggregate principal balance of notless than the Closing Date Par Amount.

Certificate of the Issuer. The delivery to the Trustee of a certificate of an(ii)Authorized Officer of the Issuer, dated as of the Closing Date, to the effect that withrespect to each Pledged Collateral Obligation owned by the Issuer on the Closing Date:

the Issuer is the owner of such Pledged Collateral Obligation free(A)and clear of any liens, claims or encumbrances of any nature whatsoever exceptfor those which are being released on the Closing Date and except for thoseGranted pursuant to or permitted by this Indenture and encumbrances arising fromdue bills, if any, with respect to interest, or a portion thereof, accrued on suchPledged Collateral Obligation prior to the first payment date and owed by theIssuer to the seller of such Pledged Collateral Obligation;

the Issuer has acquired its ownership in such Pledged Collateral(B)Obligation in good faith without notice of any adverse claim as defined in Article8 of the UCC, except as described in clause (A) above;

the Issuer has not assigned, pledged or otherwise encumbered any(C)interest in such Pledged Collateral Obligation (or, if any such interest has beenassigned, pledged or otherwise encumbered, it has been released) other thaninterests Granted pursuant to or permitted by this Indenture;

the Issuer has full right to Grant a security interest in and assign(D)and pledge all of its right, title and interest in such Pledged Collateral Obligationto the Trustee;

based on the certificate of the Asset Manager delivered pursuant to(E)Section 3.2(a)(iii), as of the date of the Issuer's commitment to purchase suchPledged Collateral Obligation, it satisfied the requirements of the definition ofCollateral Obligation;

based on the certificate of the Asset Manager delivered pursuant to(F)Section 3.2(a)(iii), such Pledged Collateral Obligation has been Delivered to theTrustee as required by Section 3.2(a)(i); and

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upon Grant by the Issuer, the Trustee has a first priority perfected(G)security interest in such Pledged Collateral Obligation (assuming that anyClearing Corporation, Intermediary or other entity not within the control of theIssuer involved in the Delivery of Collateral takes the actions required of it forperfection of that interest).

Certificate of the Asset Manager. The delivery to the Trustee of a(iii)certificate of an Authorized Officer of the Asset Manager, dated as of the Closing Date, tothe effect that with respect to each Pledged Collateral Obligation owned by the Issuer onthe Closing Date, to the best knowledge of the Asset Manager:

as of the date of the Issuer's commitment to purchase such Pledged(A)Collateral Obligation, it satisfied the requirements of the definition of CollateralObligation; and

such Pledged Collateral Obligation has been Delivered to the(B)Trustee as required by Section 3.2(a)(i).

Rating Letters. The delivery to the Trustee of a true and correct copy of a(iv)letter signed by the Rating Agency as of the Closing Date that it has assigned its rating(not lower than as set forth in Section 2.2) on the Closing Date.

Trustee's Certificate. The delivery by the Trustee of a certificate(v)evidencing the establishment of each Account.

Prior to the issuance of the Additional Notes pursuant to Section 2.12(a)(b)and (b) on the Additional Notes Closing Date, the Issuer shall cause the following conditions to besatisfied:

Grant of Collateral Obligations. The Grant pursuant to the Granting(i)Clauses of this Indenture of all of the Issuer's right, title and interest in and to anyadditional Pledged Collateral Obligations Granted in connection with the issuance of theAdditional Notes and Delivery of such Pledged Collateral Obligations to the Trustee iseffective.

Certificate of the Issuer. The delivery to the Trustee of a certificate of an(ii)Authorized Officer of the Issuer, dated as of the Additional Notes Closing Date, to theeffect, that with respect to the Pledged Collateral Obligations, the representations set forthin Section 3.2(a)(ii) are true and correct.

Rating Letters. The delivery, if, applicable, of a true and correct letter by(iii)the Rating Agency assigning a rating on Additional Mezzanine Notes.

Supplemental Indenture. The execution of the related supplemental(iv)indenture and satisfaction of all conditions under Article VIII related thereto.

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Effective Date; Purchase of Collateral Obligations During InitialSection 3.3Investment Period. (a) The Asset Manager may, upon written notice to the Trustee, the Issuerand the Rating Agency, declare that the Effective Date will occur or has occurred on the datespecified in such notice; provided, that as of such specified date, the Collateral Principal Balanceis at least equal to the Effective Date Target Par (without regard to prepayments, maturities orredemptions); provided, further, that the Effective Date will be the Effective Date Cut-Off ifnotice has not been given by such date, and, if the Issuer has not reached the Effective DateTarget Par, the Asset Manager will provide the Rating Agency a proposed plan for doing so.

Within 15 Business Days after the Effective Date, the Issuer shall cause to(b)be delivered (i) to the Trustee a report of the Issuer's Independent accountants applying agreedupon procedures, dated the Effective Date, specifying the procedures applied and their associatedfindings as to compliance as of the Effective Date with each of the Coverage Tests, the CollateralQuality Test, and the definition of Concentration Limits for each Pledged Collateral Obligationlisted on a schedule thereto of Pledged Collateral Obligations as of the Effective Date and (ii) tothe Trustee, the Initial Purchaser and the Rating Agency an Effective Date Report. Theaccountant's report described in this clause (b) will not be provided to the Rating Agency.

In connection with the Effective Date, the Issuer or the Asset Manager (on(c)behalf of the Issuer) will, request Rating Agency Confirmation from S&P.

Delivery of Pledged Obligations. (a) Except as otherwiseSection 3.4provided in this Indenture, the Trustee shall hold all Pledged Obligations purchased inaccordance with this Indenture in the relevant Account established and maintained pursuant toArticle X, as to which in each case the Trustee shall have entered into an Account Agreement,providing, inter alia, that the establishment and maintenance of such Account will be governedby the law of a jurisdiction satisfactory to the Issuer and the Trustee.

Each time that the Issuer, or the Asset Manager on behalf of the Issuer,(b)shall direct or cause the acquisition of any Collateral Obligation, Equity Security or EligibleInvestment, the Issuer or the Asset Manager on behalf of the Issuer shall, if such CollateralObligation, Equity Security or Eligible Investment has not already been transferred to the relevantAccount, cause such Collateral Obligation, Equity Security or Eligible Investment to be Delivered.The security interest of the Trustee in the funds or other property utilized in connection with suchacquisition shall, immediately and without further action on the part of the Trustee, be released.The security interest of the Trustee shall nevertheless come into existence and continue in suchCollateral Obligation, Equity Security or Eligible Investment so acquired, including all rights of theIssuer in and to any contracts related to and proceeds of such Collateral Obligation, Equity Securityor Eligible Investment.

The Issuer (or the Asset Manager on its behalf) shall cause any other(c)Assets acquired by the Issuer to be Delivered.

Representations and Warranties Concerning Collateral. The IssuerSection 3.5hereby represents and warrants on the Closing Date (which representations and warranties shall(except as otherwise provided) survive the execution of this Indenture and be deemed to be

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repeated on each date on which Collateral is Granted to the Trustee hereunder as if made at andas of that time) that:

The Issuer owns such Asset free and clear of any lien, claim or(a)encumbrance of any person, other than such as are created under, or permitted by, this Indenture.

Other than the security interest Granted to the Trustee pursuant to this(b)Indenture, except as permitted by this Indenture, the Issuer has not pledged, assigned, sold, granteda security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorizedthe filing of and is not aware of any Financing Statements against the Issuer that include adescription of collateral covering the Collateral other than any Financing Statement relating to thesecurity interest granted to the Trustee hereunder or that has been terminated; the Issuer is notaware of any judgment, Pension Benefit Guaranty Corporation liens or tax lien filings against theIssuer.

All Accounts constitute "securities accounts" under Article 8 of the UCC.(c)

This Indenture creates a valid and continuing security interest (as defined(d)in Article 1 of the UCC) in such Collateral in favor of the Trustee, for the benefit and security ofthe Secured Parties, which security interest is prior to all other liens, claims and encumbrances(except as permitted otherwise in this Indenture), and is enforceable as such against creditors ofand purchasers from the Issuer, except as otherwise permitted under this Indenture; provided thatthis Indenture will only create a security interest in those commercial tort claims, if any, and timberto be cut, if any, that are described in a notice delivered to the Trustee as contemplated by Section7.5(d).

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

None of the Instruments that constitute or evidence the Collateral has any(f)marks or notations 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 or approvals required by the terms of(g)the Collateral to the pledge hereunder to the Trustee of its interest and rights in the Collateral.

All Collateral with respect to which a security entitlement may be created(h)by the Intermediary has been credited to one or more Accounts.

(i) The Issuer has delivered to the Trustee a fully executed Account(i)Agreement pursuant to which the Intermediary has agreed to comply with all instructionsoriginated by the Trustee relating to the Accounts without further consent by the Issuer or (ii) theIssuer has taken all steps necessary to cause the Intermediary to identify in its records the Trusteeas the Person having a security entitlement against the Intermediary in each of the Accounts.

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The Accounts are not in the name of any Person other than the Issuer or(j)the Trustee. The Issuer has not consented to the Intermediary's compliance with the EntitlementOrder of any Person other than the Trustee.

ARTICLE IV

SATISFACTION AND DISCHARGE

Satisfaction and Discharge of Indenture. This Indenture shall beSection 4.1discharged and shall cease to be of further effect with respect to the Collateral and the Notesexcept as to:

rights of registration of transfer and exchange;(i)

substitution of mutilated, defaced, destroyed, lost or stolen Notes;(ii)

rights of Holders to receive payments thereon as provided;(iii)

the rights, protections (including indemnities) and immunities of the(iv)Trustee hereunder and the obligations of the Trustee under Article VI and the CollateralAdministrator under the Collateral Administration Agreement;

the rights and protections (including indemnities) of the Asset Manager(v)hereunder and under the Asset Management Agreement; and

the rights of Holders as beneficiaries hereof with respect to the property(vi)deposited with the Trustee and payable to all or any of them;

and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledgingsatisfaction and discharge of this Indenture, when:

either:(a)

all Notes theretofore authenticated and delivered (other than (1)(A)Notes which have been mutilated, defaced, destroyed, lost or stolen and whichhave been replaced or paid as provided in Section 2.6 and (2) Notes for whosepayment funds have theretofore irrevocably been deposited in trust and thereafterrepaid to the Issuer or discharged from such trust, as provided in Section 7.3) havebeen delivered to the Trustee for cancellation; or

all Notes not theretofore delivered to the Trustee for cancellation(B)(1) have become due and payable, (2) will become due and payable at their StatedMaturity within one year, or (3) are to be called for redemption pursuant to ArticleIX, and, in each case, the Issuer has irrevocably deposited or caused to bedeposited with the Trustee, in trust for such purpose, cash or noncallable directobligations of the United States of America in an amount sufficient, as

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recalculated in an accountant's report by a firm of nationally recognizedIndependent certified public accountants or recalculated by a nationallyrecognized investment banking firm, to pay and discharge the entire indebtednesson all Notes not theretofore delivered to the Trustee for cancellation, including allprincipal and all accrued interest (including Deferred Interest and DefaultedInterest) in accordance with the Priority of Payments to the date of such deposit(in the case of Notes which have become due and payable) or to the StatedMaturity or the Redemption Date, as the case may be; provided that (x) suchobligations are entitled to the full faith and credit of the United States of Americaand (y) this subsection (B) shall not apply if an election to act in accordance withthe provisions of Section 5.5(a) shall have been made and not rescinded; or

the Issuer has delivered to the Trustee a certificate stating that (1)(C)there are no Pledged Obligations that remain subject to the lien of this Indentureand (2) all funds on deposit in the Accounts have been distributed in accordancewith the terms of this Indenture or have otherwise been irrevocably deposited withthe Trustee for such purpose; and

other than in the case of a discharge in reliance on clause (C) above, the(b)Issuer has paid or caused to be paid all other sums payable hereunder (including amounts payablepursuant to the Collateral Administration Agreement and the Asset Management Agreement) andno other amounts are scheduled to become due and payable by the Co-Issuers; and

the Issuer has delivered to the Trustee an Officer's certificate stating that(c)all conditions precedent herein provided for relating to the satisfaction and discharge of thisIndenture have been complied with.

In connection with delivery by the Issuer of the Officer's certificate(d)referred to above, the Trustee will confirm to the Issuer that (i) there are no Pledged Obligations ondeposit in or credited to any account in the name of the Trustee for the benefit of any Secured Partyor the Issuer, including any Account established under Article X, (ii) all funds on deposit in theAccounts have been distributed in accordance with the terms of this Indenture (including thePriority of Payments) or have otherwise been irrevocably deposited in trust with the Trustee forsuch purpose and (iii) the Trustee has or will notify all Holders of Outstanding Notes of the factsset forth in clauses (i) and (ii). In determining clause (i), the Trustee may consult with the AssetManager.

At the time of discharge of this Indenture, the Trustee shall give prompt(e)notice to the Issuer when all Accounts have been closed and shall, upon reasonable request,provide to the Issuer or the Administrator information reasonably available to or known by theTrustee required for the liquidation of the Issuer to be completed.

Upon the discharge of this Indenture, the Trustee shall give prompt notice(f)of such discharge to the Issuer, and shall provide such certifications to the Issuer or theAdministrator as may be reasonably required by the Issuer or the Administrator in order for theliquidation of the Issuer to be completed.

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Notwithstanding the satisfaction and discharge of this Indenture, the rights(g)and obligations of the Issuer, the Co-Issuer, the Trustee, the Asset Manager and, if applicable, theHolders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.7, 6.8, 7.1, 7.3 and 13.1shall survive.

If the Co-Issuer has been dissolved prior to the proposed date of discharge,(h)the requirements in this Article IV with respect to the Co-Issuer will not apply.

Application of Trust Funds. All amounts deposited with theSection 4.2Trustee pursuant to Section 4.1 for payments pursuant to Section 11.1 shall be held in trust in anEligible Account and applied by it in accordance with the provisions of the Notes and thisIndenture, including, without limitation, the Priority of Payments, for the payment either directlyor through any Paying Agent, as the Trustee may determine, to the Person entitled thereto of theamounts in respect of which such amounts have been deposited with the Trustee; but suchamounts need not be segregated from other funds except to the extent required herein or requiredby law.

Repayment of Funds Held by Paying Agent. In connection withSection 4.3the satisfaction and discharge of this Indenture with respect to the Notes, all amounts then heldby any Paying Agent other than the Trustee under the provisions of this Indenture shall, upondemand of the Issuer be paid to the Trustee to be held and applied pursuant to Section 7.3 and inaccordance with the Priority of Payments and thereupon such Paying Agent shall be releasedfrom all further liability with respect to such amounts.

ARTICLE V

REMEDIES

Events of Default. Each of the following events (whatever theSection 5.1reason for such event) constitutes an "Event of Default" under this Indenture:

a default in the payment of any interest on the Class A Notes or Class B(a)Notes (so long as the Class A Notes or Class B Notes are Outstanding and thereafter interest onany Senior Notes of the Controlling Class), in each case, when due and payable and in each case,the continuation of any such default for seven Business Days;

a default in the payment of principal (including Deferred Interest) on any(b)Class of Senior Notes when due and payable at Stated Maturity or on any Senior NotesRedemption Date (unless such redemption has been withdrawn); provided, that in the case of anydefault resulting from an administrative error or omission, only to the extent such default continuesfor seven Business Days following notice of such error or omission to the Trustee; provided,further, that any failure to effect an Optional Redemption, including a Refinancing, or a Re-Pricingwill not be an Event of Default;

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the Event of Default Par Ratio is less than 102.0% as of any Measurement(c)Date so long as the Class A Notes are Outstanding;

the Issuer does not perform or comply with any one or more of its other(d)obligations under this Indenture (other than (i) a covenant or agreement, a default in theperformance or breach of which is specifically addressed in other Events of Default or inprovisions specified in this Indenture or (ii) any failure to meet any of the Effective Date OC, theCollateral Quality Test, Concentration Limits or Coverage Tests), or any representation or warrantyof either of the Co-Issuers made herein or pursuant hereto fails to be correct in any respect whenmade, which default or failure has a material and adverse effect on the Holders and is incapable ofremedy or, if capable of remedy, is not remedied within 45 days after notice of such default orfailure has been given to the Issuer and the Asset Manager by the Trustee or by a Supermajority ofthe Controlling Class by specifying such default, breach or failure and requiring it to be remediedand stating such notice is a notice of an Event of Default;

either of the Co-Issuers or the pool of collateral becomes an investment(e)company required to be registered under the Investment Company Act and such registrationrequirement has not been cured within 45 days; or

a Bankruptcy Event occurs.(f)

If at any time the amounts reasonably expected to be available to the Issuer forpayment of Administrative Expenses for the current Collection Period (as certified by the AssetManager in its reasonable judgment) is less than the Dissolution Expenses, then notwithstandingany other provision of this Indenture, the Issuer shall no longer be required to obtain annualopinions under Section 7.6 or accountants reports under Section 10.5 or 10.7, and failure toobtain such opinions or reports shall not constitute a Default or Event of Default under clause(d).

Upon the receipt of written notice or actual knowledge of the occurrence of anEvent of Default, each of (i) the Co-Issuers, (ii) the Trustee and (iii) the Asset Manager shallnotify each other in writing, which may be by facsimile or electronic mail, and the Trustee onbehalf of the Co-Issuers shall promptly notify the Holders, each Paying Agent, the Depositaryand the Rating Agency in writing.

Acceleration of Maturity; Rescission and Annulment. (a) If anSection 5.2Event of Default (other than a Bankruptcy Event) should occur and be continuing, the Trusteemay, with the consent of a Supermajority of the Controlling Class, and shall, upon writtendirection of a Supermajority of the Controlling Class, by notice to the Issuer (with a copy to theAsset Manager, each Holder and the Rating Agency), declare the principal of all of the SeniorNotes to be immediately due and payable. Upon any such declaration such principal, togetherwith all accrued and unpaid interest thereon and other amounts payable thereunder (collectively,"Accelerated Amounts"), shall become immediately due and payable. If a Bankruptcy Eventoccurs, all Accelerated Amounts shall automatically become due and payable without anydeclaration or other act on the part of the Trustee or any Holder.

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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 amounts due has been obtained by theTrustee as hereinafter provided in this Article V, the Trustee shall, upon written direction of aMajority of the Controlling Class, rescind and annul such declaration and its consequences, bywritten notice to the Issuer and the Asset Manager, if:

the Issuer has caused the payment of or deposited with the Trustee a sum(i)sufficient to pay in accordance with the Priority of Payments:

all overdue payments of interest on and principal of the Notes(A)(other than amounts payable solely as a result of an acceleration of the Notes) inaccordance with the Priority of Payments;

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

all unpaid taxes, Administrative Expenses and other sums paid or(C)advanced by the Trustee hereunder and the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel; and

all accrued and unpaid Asset Management Fees payable to the(D)Asset Manager; and

the Trustee has determined that all Events of Default, other than the(ii)non-payment of amounts that have become due solely by such acceleration, have beencured and a Majority of the Controlling Class by written notice to the Trustee has agreedwith such determination (which agreement shall not be unreasonably withheld) or waivedas provided in Section 5.14;

No such rescission shall affect any subsequent Default or impair any rightconsequent thereon.

Collection of Indebtedness and Suits for Enforcement by Trustee.Section 5.3(a) Each of the Co-Issuers covenants that if an Event of Default shall occur in respect of anypayment on any Note of the Controlling Class, the Applicable Issuer will, upon demand of theTrustee, pay to the Trustee, for the benefit of the Holder of such Note, the whole amount, if any,then due and payable on such Note and, in addition thereto, such further amount as shall besufficient to cover the costs and expenses of collection, including the reasonable compensation,expenses, disbursements and advances of the Trustee, its respective agents and counsel.

If the Applicable Issuer fails to pay such amounts forthwith upon such(b)demand, the Trustee may, in its own name and in its capacity as Trustee, and shall at the directionof a Supermajority of the Controlling Class, institute a proceeding for the collection of the sums sodue and unpaid, shall prosecute such proceeding to judgment or final decree, and shall enforce thesame against the Applicable Issuer and collect the amounts adjudged or decreed to be payable inthe manner provided by law out of the Collateral.

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If an Event of Default occurs and is continuing, the Trustee may, in its(c)discretion, proceed to protect and enforce its rights and the rights of the Holders by suchproceedings as the Trustee shall deem most effective (if no direction by a Supermajority of theControlling Class is received by the Trustee) or as directed by a Supermajority of the ControllingClass, whether for the specific enforcement of any covenant or agreement in this Indenture or inaid of the exercise of any power granted herein, or to enforce any other proper remedy or legal orequitable right vested in the Trustee by this Indenture or by law.

In case there shall be pending proceedings relative to either of the(d)Co-Issuers under any applicable bankruptcy, insolvency or other similar law, or in case a receiver,assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shallhave been appointed for or taken possession of either of the Co-Issuers or its property, or in case ofany other comparable proceedings relative to either of the Co-Issuers, the Trustee, regardless ofwhether the principal of any Notes shall then be due and payable as therein expressed or bydeclaration or otherwise and regardless of whether the Trustee shall have made any demandpursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention insuch proceedings or otherwise:

to file and prove a claim or claims for all Accelerated Amounts, and to file(i)such other papers or documents as may be necessary or advisable in order to have theclaims of the Trustee and the Holders allowed in any proceedings relative to either of theCo-Issuers;

unless prohibited by applicable law and regulations, to vote on behalf of(ii)the Holders in any election of a trustee or a standby trustee in arrangement,reorganization, liquidation or other bankruptcy or insolvency proceedings or a Personperforming similar functions in comparable proceedings; and

to collect and receive any property payable to or deliverable on any such(iii)claims, and to distribute all amounts received with respect to the claims of the Holdersand of the Trustee on behalf of the Holders and the Trustee; and any trustee, receiver orliquidator, custodian or other similar official is hereby authorized by each of the Holdersto make payments to the Trustee and, in the event that the Trustee shall consent to themaking of payments directly to the Holders, to pay to the Trustee such amounts as shallbe sufficient to cover reasonable compensation to the Trustee, each predecessor Trusteeand their respective agents, attorneys and counsel, and all other reasonable expenses andliabilities incurred, and all advances made, by the Trustee and each predecessor Trusteeexcept as a result of 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 Holder, any plan of reorganization,arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof,or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedingexcept, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

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In any proceedings brought by the Trustee on behalf of the Holders, the Trusteeshall be held to represent all of the Holders.

Notwithstanding anything in this Section to the contrary, the Trustee may not sellor liquidate the Collateral or institute proceedings in furtherance thereof pursuant to this Sectionexcept in accordance with Section 5.5(a).

Remedies. (a) If an Event of Default shall have occurred and beSection 5.4continuing, and Accelerated Amounts are due and payable or have been declared due and payableand such declaration and its consequences have not been rescinded and annulled, the Trustee may(after notice to the Holders), and shall, at the direction of a Supermajority of the ControllingClass, to the extent permitted by applicable 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)Notes or otherwise payable under this Indenture, whether by declaration or otherwise,enforce any judgment obtained, and collect from the Collateral, amounts adjudged due;

sell all or a portion of the Collateral or rights of interest therein, at one or(ii)more public or private sales called and conducted in any manner permitted by law and inaccordance with Section 5.17;

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

exercise any remedies of a secured party under the UCC (without regard to(iv)whether such UCC is in effect in the jurisdiction in which such remedies are sought to beexercised) and take any other appropriate action to protect and enforce the rights andremedies of the Trustee and the Holders hereunder; and

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

provided, however, that the Trustee may not sell or liquidate the Collateral or instituteproceedings in furtherance thereof pursuant to this Section 5.4 except in accordance withSection 5.5(a).

If an Event of Default described in Section 5.1(d) shall have occurred and(b)be continuing, the Trustee may and at the direction of a Supermajority of the Controlling Classshall, institute a proceeding solely to compel performance of the covenant or agreement or to curethe representation 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 Holder or Holders may bid for and purchase the Collateral orany part thereof and, upon compliance with the terms of sale, may hold, retain, possess or disposeof such property in its or their own absolute right without accountability.

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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 payment of the purchase price, and such purchaser or purchasers shall not be obliged to seeto the application 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, shall operate todivest all right, title and interest whatsoever, either at law or in equity, of each of them in and tothe property sold, and shall be a perpetual bar, both at law and in equity, against each of them andtheir successors and assigns, and against any and all Persons claiming through or under them.

(i) Notwithstanding any other provision of this Indenture, none of the(d)Trustee, any beneficial owner or Holder of Notes, any other Secured Party or any third-partybeneficiary of this Indenture, may, prior to the date which is one year (or if longer the applicablepreference period then in effect) plus one day after the payment in full of all Notes, instituteagainst, or join any other Person in instituting against, either of the Co-Issuers, any bankruptcy,reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or otherproceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws of anyjurisdiction. Nothing in this Section 5.4 shall preclude, or be deemed to estop, the Trustee (A)from taking any action prior to the expiration of the aforementioned period in (1) any case orproceeding voluntarily filed or commenced by either of the Co-Issuers or (2) any involuntaryinsolvency proceeding filed or commenced by a Person other than the Trustee, or (B) fromcommencing against either of the Co-Issuers or any of its property any legal action that is not abankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or similarproceeding.

So long as any Notes remain Outstanding and for a year (or, if longer, the(ii)applicable preference period then in effect) plus one day thereafter, the Issuer or theCo-Issuer, as applicable, shall, subject to the availability of funds under the Priority ofPayments, timely file an answer and any other appropriate pleading objecting to (i) theinstitution of any proceeding to have the Issuer or the Co-Issuer, respectively, adjudicatedas bankrupt or insolvent or (ii) the filing of any petition seeking relief, reorganization,arrangement, adjustment or composition of or in respect of the Issuer or the Co-Issuer,respectively, under the Bankruptcy Law or any other applicable law. The reasonable fees,costs, charges and expenses incurred by the Issuer or the Co-Issuer, respectively(including reasonable attorneys' fees and expenses) in connection with taking any suchaction shall be paid as Administrative Expenses. Any person who acquires a beneficialinterest in the Securities shall be deemed to have accepted and agreed to the restrictions inclauses (d)(i) and (d)(ii) of this Section 5.4.

In the event one or more Holders or beneficial owners of Notes(iii)(collectively, the "Filing Holder") cause the filing of a petition in bankruptcy against theIssuer or Co-Issuer in violation of the prohibition described above, each such FilingHolder will be deemed to acknowledge and agree that any claim that it and/or any of itsAffiliates have against the Issuer or with respect to any Collateral (including any proceeds

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thereof) shall, notwithstanding anything to the contrary in the Priority of Payments, bejointly fully subordinate in right of payment to the claims of each Holder and beneficialowner of any Note that is not a Filing Holder or an Affiliate thereof, with suchsubordination being effective until each Note held by each such non-Filing Holder is paidin full in accordance with the Priority of Payments (after giving effect to suchsubordination). The terms described in the immediately preceding sentence are referredto herein as the "Bankruptcy Subordination Agreement." The Bankruptcy SubordinationAgreement will constitute a "subordination agreement" within the meaning of Section510(a) of the U.S. Bankruptcy Code (Title 11 of the United States Code, as amendedfrom time to time (or any successor statute)).

The parties hereto agree that the restrictions described in clauses (i)(iv)through (iii) of this Section 5.4(d) are a material inducement for each Holder andbeneficial owner of the Securities to acquire such Securities and for the Issuer, theCo-Issuer and the Asset Manager to enter into this Indenture (in the case of the Issuer andthe Co-Issuer) and the other applicable Transaction Documents and are an essential termof this Indenture. Any Holder or beneficial owner of a Security or either of theCo-Issuers may seek and obtain specific performance of such restrictions (includinginjunctive relief), including, without limitation, in any bankruptcy, reorganization,arrangement, insolvency, moratorium or liquidation proceedings, or other proceedingsunder Cayman Islands law, U.S. federal or state bankruptcy law or similar laws.

Preservation of Collateral. (a) If an Enforcement Event shall haveSection 5.5occurred and be continuing, the Trustee shall not sell or liquidate the Collateral (except asdescribed below), shall collect and cause the collection of the proceeds thereof and shall makeand apply all payments and deposits and maintain all accounts in respect of the Collateral and theNotes in accordance with the Priority of Payments and the provisions of Article X, XI, XII andXIII unless either:

the Trustee, in consultation with the Asset Manager, determines that the(i)anticipated proceeds of a sale or liquidation of the Collateral (after deducting thereasonable anticipated expenses of such sale or liquidation) would be sufficient to pay allAccelerated Amounts and all amounts payable in accordance with the Priority ofPayments prior to such payments of Accelerated Amounts (including any AssetManagement Fees (including any Deferred Fees) and all Administrative Expenses), and aSupermajority of the Controlling Class agrees with such determination; or

the sale or liquidation of the Collateral is directed by(ii)

a Supermajority of the Controlling Class if such Event of Default is(A)of a type described under Section 5.1(a) through (c), without regard to whetheranother Event of Default has occurred prior or subsequent to such Event ofDefault,

a Supermajority of each Class of Senior Notes (voting as separate(B)classes) if such Event of Default is of a type described under Section 5.1(d)through (f), or

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if only Subordinated Notes are then Outstanding, a Majority of the(C)Subordinated Notes;

Notwithstanding the foregoing, if an Event of Default has occurred and is continuing andacceleration has occurred (and is not rescinded), the Asset Manager may continue to direct thesale of Credit Improved Obligations, Credit Risk Obligations, Defaulted Obligations, EquitySecurities and Unsaleable Obligations only until the direction to liquidate has been delivered tothe Trustee. The Asset Manager, on behalf of the Issuer, may direct the Trustee to, and theTrustee shall in the manner directed, deliver assets in connection with the terms of anycontractual arrangement entered into prior to the occurrence of an Event of Default or accept anyOffer or tender offer made to all holders of any Collateral Obligation; provided, that the Issuermust continue to hold funds on deposit in the Credit Facility Reserve Account to the extentrequired to meet the Issuer's future funding obligations on any Credit Facility.

So long as such Enforcement Event is continuing, the prohibition against sellingor liquidating the Collateral may be rescinded at any time when the conditions specified in clause(a)(i) or (a)(ii) of this Section 5.5 are satisfied.

Nothing contained in Section 5.5(a) shall be construed to require the(b)Trustee to sell the Collateral if the conditions set forth in Section 5.5(a) are not satisfied. Nothingcontained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral ifprohibited by applicable law or if the Trustee is directed to liquidate the Collateral pursuant toSection 5.5(a).

In determining whether the condition specified in Section 5.5(a)(i) exists,(c)the Trustee (in consultation with the Asset Manager) shall obtain bid prices with respect to eachobligation contained in the Collateral by reference to an Independent pricing service or from twonationally recognized dealers (or, if bids cannot be obtained from two such dealers, one nationallyrecognized dealer, or failing that, then the Trustee shall obtain a bid price from that dealer, marketmaker or bidder), as specified by the Asset Manager in writing, at the time making a market insuch obligations and shall compute the anticipated proceeds of sale or liquidation on the basis ofsuch bid prices for each such obligation. In addition, for the purposes of determining whether thecondition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of aninvestment banking firm of national reputation, which may be the Initial Purchaser.

The Trustee shall promptly deliver to the Holders, the Asset Manager and theIssuer a report stating the results of any determination required pursuant to Section 5.5(a)(i). TheTrustee shall make the determinations required by such Section only at the request of aSupermajority of the Controlling Class at any time during which the Trustee retains the Collateralpursuant to Section 5.5(a) and the obligation to make any such determination will be subject toSection 6.3(c). In the case of each calculation made by the Trustee pursuant to Section 5.5(a)(i),the Trustee shall obtain an agreed upon procedures report from an Independent accountantrecalculating the computations of the Trustee.

Trustee May Enforce Claims Without Possession of Securities. AllSection 5.6rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by

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the Trustee without the possession of any of the Notes or the production thereof in anyproceeding relating thereto, and any such action or proceeding instituted by the Trustee shall bebrought in its own name as trustee, and any recovery of judgment shall be applied as set forth inSection 5.7 hereof.

Application of Funds Collected. (a) If an Event of Default hasSection 5.7occurred but no acceleration has occurred, payments will be made on each Payment Date inaccordance with the Priority of Interest Proceeds and Priority of Principal Proceeds.

If an Event of Default has occurred and has not been cured or waived and(b)acceleration has occurred, but the Trustee has not received a direction to liquidate pursuant to thisArticle V, payments will be made on each Payment Date in accordance with the Priority ofPost-Acceleration Payments.

Upon the commencement of a liquidation pursuant to this Article V, the(c)Trustee shall suspend all payments pursuant to this Indenture until the date or dates designated bythe Trustee for distribution (the "Liquidation Payment Date"). The application of any moneythereafter collected by the Trustee (net of any sale expenses) pursuant to this Article V and anyfunds that may then be held or thereafter received by the Trustee shall be applied on eachLiquidation Payment Date, in accordance with the Priority of Post-Acceleration Payments.

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 the Notes, or forthe appointment 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;

except as otherwise provided in Section 5.9, the Holders of at least 25% of(b)the Aggregate Outstanding Amount of the Controlling Class shall have made a written request tothe Trustee to institute proceedings in respect of such Event of Default in its own name as Trusteehereunder and such Holder or Holders have offered to the Trustee an indemnity reasonablysatisfactory to it against the costs, expenses and liabilities to be incurred in compliance with suchrequest;

the Trustee for 30 days after its receipt of such notice, request and offer of(c)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 in anymanner whatsoever 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 or to obtain or to seek to obtainpriority or preference over any other Holders of the Notes or to enforce any right under thisIndenture, except in the manner herein provided and for the equal and ratable benefit of allHolders of Notes of the same Class, subject to and in accordance with Sections 11.1 and 13.1.

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With respect to any matter permitting action by a Majority or Supermajority of theControlling Class, if the Trustee shall receive conflicting or inconsistent requests and indemnityfrom two or more groups of Holders of the Controlling Class, each representing less than aMajority or Supermajority of the Controlling Class, as applicable, the Trustee will provide noticeto the other Holders of the Controlling Class and absent instruction from a Majority orSupermajority of the Controlling Class, as applicable, the Trustee will take no action.

Unconditional Rights of Holders to Receive Principal and Interest.Section 5.9(a) Notwithstanding any other provision in this Indenture (other than Section 2.7(h)), the Holderof the Highest Ranking Class of Senior Notes shall have the right, which is absolute andunconditional, to receive payment of principal of and interest on such Class as such principal andinterest becomes due and payable and to institute proceedings for the enforcement of any suchpayment, subject to the provisions of Sections 5.4(d) and 5.8, and such right shall not beimpaired without the consent of such Holder.

Notwithstanding any other provision in this Indenture (other than Section(b)2.7(h)), the Holder of any Class of Senior Notes other than the Highest Ranking Class shall havethe right, which is absolute and unconditional, to receive payment of the principal of and intereston such Notes, as such principal and interest become due and payable in accordance with thePriority of Payments. Holders of such Notes shall have no right to institute proceedings for theenforcement of any such payment until such time as no Higher Ranking Class remainsOutstanding, which right shall be subject to the provisions of Sections 5.4(d) and 5.8 and shall notbe impaired without the consent of any such Holder.

Notwithstanding any other provision in this Indenture (other than Section(c)2.7(h)), the Holder of any Subordinated Notes shall have the right, which is absolute andunconditional, to receive payment of the principal of and Excess Interest payable on suchSubordinated Notes, as such principal and Excess Interest becomes due and payable in accordancewith the Priority of Payments. Holders of Subordinated Notes shall have no right to instituteproceedings for the enforcement of any such payment until such time as no Senior Note remainsOutstanding, which right shall be subject to the provisions of Sections 5.4(d) and 5.8 and shall notbe impaired without the consent of any such Holder.

No Lower Ranking Class shall be entitled to any payment on a claim(d)against the Applicable Issuer unless there are sufficient funds to make payments on such Class inaccordance with the Priority of Payments.

Restoration of Rights and Remedies. If the Trustee or any HolderSection 5.10has instituted any proceeding to enforce any right or remedy under this Indenture and suchproceeding has been discontinued or abandoned for any reason, or has been determined adverselyto the Trustee or to such Holder, then and in every such case each of the Co-Issuers, the Trusteeand the Holder shall, subject to any determination in such proceeding, be restored severally andrespectively to their former positions hereunder, and thereafter all rights and remedies of theTrustee and the Holders shall continue as though no such proceeding had been instituted.

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Rights and Remedies Cumulative. No right or remedy hereinSection 5.11conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any otherright or remedy, and every right and remedy shall, to the extent permitted by law, be cumulativeand in addition to every other right and remedy given hereunder or now or hereafter existing atlaw or in equity or otherwise. The assertion or employment of any right or remedy hereunder, orotherwise, shall not prevent the concurrent assertion or employment of any other appropriateright or remedy.

Delay or Omission Not Waiver. No delay or omission of theSection 5.12Trustee or any Holder to exercise any right or remedy accruing upon any Event of Default shallimpair any such right or remedy or constitute a waiver of any such Event of Default or anacquiescence therein. Every right and remedy given by this Article V or by law to the Trustee orthe Holders may be exercised from time to time, and as often as may be deemed expedient, bythe Trustee or by the Holders, as the case may be.

Control by Holders. Notwithstanding any other provision of thisSection 5.13Indenture, a Supermajority of the Controlling Class shall have the right to cause the institution ofand direct the time, method and place of conducting any proceeding for any remedy available tothe Trustee for exercising any trust, right, remedy or power conferred on the Trustee; providedthat:

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

the Trustee may take any other action deemed proper by the Trustee that is(b)not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Trusteeneed not take any action that it determines might involve it in liability (unless the Trustee hasreceived satisfactory indemnity against such liability as set forth below);

the Trustee shall have been provided with indemnity reasonably(c)satisfactory to it; and

any direction to the Trustee to undertake a sale of the Collateral shall be in(d)accordance with Section 5.4 or 5.5, as applicable.

Waiver of Past Defaults. Prior to the time a judgment or decree forSection 5.14payments due has been obtained by the Trustee, as provided in this Article V, a Majority of theControlling Class may, on behalf of the Holders, waive any past Default and its consequences,except a Default or Event of Default:

in the payment of principal arising under Section 5.1(b) (which may be(a)waived with the consent of 100% of such Class of Notes) or interest arising under Section 5.1(a)(which may be waived with the consent of 100% of the Controlling Class);

in respect of a covenant or provision hereof that under Section 8.2(a)(b)cannot be modified or amended without consent of each Holder of Securities of any Classmaterially and adversely affected thereby (which can be waived only with the consent of each suchHolder); or

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that is a Bankruptcy Event.(c)

In the case of any such waiver, each of the Co-Issuers, the Trustee and the Holdersshall be restored to their former positions and rights hereunder, respectively. The Trustee shallpromptly give written notice of any such waiver to the Asset Manager, the Rating Agency and theHolders.

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 Event of Default or impair anyright consequent thereto.

Undertaking for Costs. All parties to this Indenture agree, and eachSection 5.15Holder by its acceptance of a Note shall be deemed to have agreed, that any court may in itsdiscretion require, in any suit for the enforcement of any right or remedy under this Indenture, orin any suit against the Trustee for any action taken, or omitted by it as Trustee, the filing by anyparty litigant in such suit of an undertaking to pay the costs of such suit, and that such court mayin its discretion assess reasonable costs, including reasonable attorneys' fees, against any partylitigant in such suit, having due regard to the merits and good faith of the claims or defensesmade by such party litigant; but the provisions of this Section 5.15 shall not apply to any suitinstituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in theaggregate more than 10% of the Aggregate Outstanding Amount of the Controlling Class, or toany suit instituted by any Holder for the enforcement of payments on any Note on or after theStated Maturity expressed in such Note (or, in the case of an Optional Redemption, on or afterthe applicable Redemption Date).

Waiver of Stay or Extension Laws. Each of the Co-IssuersSection 5.16covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, orplead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension,valuation, appraisement, redemption or marshalling law wherever enacted or created, now or atany time hereafter in force, which may affect the covenants, the performance of or any remediesunder this Indenture; and each of the Co-Issuers (to the extent that it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law or right, and covenants that it will nothinder, delay or impede the execution of any power herein granted to the Trustee, but will sufferand permit the execution of every such power as though no such law had been enacted and nosuch rights exist.

Sale of Collateral. (a) The power to effect any sale of any portionSection 5.17of the Collateral pursuant to Sections 5.4 and 5.5 shall not be exhausted by any one or more salesas to any portion of such Collateral remaining unsold, but shall continue unimpaired until theentire Collateral shall have been sold or all amounts secured by the Collateral shall have beenpaid. Upon notice to the Holders with a copy to the Asset Manager, the Trustee shall, upondirection of a Supermajority of the Controlling Class, from time to time postpone any sale bypublic announcement made at the time and place of such sale; provided that, if the sale isrescheduled for a date more than five Business Days after the date of the determination by theTrustee pursuant to Section 5.5(a)(i), such sale shall not occur unless and until the Trustee has

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again made the determination required by Section 5.5(a)(i). The Trustee hereby expressly waivesits rights to any amount fixed by law as compensation for any sale; provided that the Trusteeshall be authorized to deduct the reasonable expenses incurred by it in connection with such salefrom the proceeds thereof notwithstanding the provisions of Section 6.8 hereof.

The Trustee may bid for and acquire any portion of the Collateral in(b)connection with a public sale thereof, and may pay all or part of the purchase price by creditingagainst amounts owing on Secured Obligations owing to the Trustee, subject to the Priority ofPayments, all or part of the net proceeds of such sale after deducting the reasonable costs, chargesand expenses incurred by the Trustee in connection with such sale notwithstanding the provisionsof Section 6.8 hereof. The Securities need not be produced in order to complete any such sale, orin order for the net proceeds of such sale to be credited against amounts owing on the Securities.The Trustee may hold, lease, operate, manage or otherwise deal with any property so acquired inany manner permitted by law in accordance with this Indenture.

If any portion of the Collateral consists of obligations issued without(c)registration under the Securities Act, the Trustee may seek an Opinion of Counsel, or, if no suchOpinion of Counsel can be obtained and with the consent of a Supermajority of the ControllingClass, seek a no-action position from the Securities and Exchange Commission or any otherrelevant federal or state regulatory authorities, regarding the legality of a public or private sale ofsuch unregistered obligations.

The Trustee shall execute and deliver an appropriate instrument of(d)conveyance transferring its interest in any portion of the Collateral in connection with a salethereof, without recourse, representation or warranty. In addition, the Trustee is hereby irrevocablyappointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in anyportion of the Collateral in connection with a sale thereof, and to take all action (includingexecution of appropriate documents in the Issuer's name) necessary to effect such sale. Nopurchaser or transferee at such a sale shall be bound to ascertain the Trustee's authority, to inquireinto the satisfaction of any conditions precedent or see to the application of any payment.

The Asset Manager, any account advised by the Asset Manager, any(e)Holder and/or any of their respective Affiliates may bid for and acquire any portion of theCollateral in connection with a public sale thereof.

Any Holder that acquires any portion of the Collateral in connection with a(f)sale thereof may, in payment of the purchase price, deliver to the Trustee for cancellation any ofthe Notes in lieu of cash equal to the amount which shall, upon distribution of the net proceeds ofsuch sale, be payable on the Notes so delivered by such Holder (taking into account the paymentpriority of the Class under the Principal Payment Sequence, the Priority of Payments and ArticleXIII).

Action on the Securities. 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 obtaining ofor application for any other relief under or with respect to this Indenture. Neither the lien of thisIndenture nor any rights or remedies of the Trustee or the Holders shall be impaired by therecovery of any judgment by the Trustee against either of the Co-Issuers or by the levy of any

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execution under such judgment upon any portion of the Collateral or upon any of its respectiveassets.

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, that in the case of any such certificates or opinions which byany provision hereof are specifically required to be furnished to the Trustee, the Trusteeshall be under a duty to examine the same to determine whether or not they substantiallyconform on their face to the requirements of this Indenture and shall promptly, but in anyevent within three Business Days in the case of an Officer's certificate furnished by theAsset Manager, notify the party delivering the same if such certificate or opinion does notconform. If a corrected form shall not have been delivered to the Trustee within 15 daysafter such notice from the Trustee, the Trustee shall so notify the Holders.

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 Supermajority of theControlling Class, exercise such of the rights and powers vested in it by this Indenture, and use thesame degree of care and skill in its exercise as a prudent Person would exercise or use under thecircumstances 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 faith(ii)by a Trust Officer, unless it shall be proven that the Trustee was negligent in ascertainingthe 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 either of the Co-Issuers,the Asset Manager or Holders (in each case, as required or permitted hereunder), relatingto the time, method and place of conducting any proceeding for any remedy available to

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the Trustee, or exercising any trust or power conferred upon the Trustee, under thisIndenture; and

no provision of this Indenture shall require the Trustee to expend or risk its(iv)own funds or otherwise incur any financial liability in the performance of any of its dutieshereunder, or in the exercise of any of its rights or powers contemplated hereunder, if itshall have reasonable grounds for believing that repayment of such funds or adequateindemnity against such risk or liability is not reasonably assured to it unless such risk orliability relates to its ordinary services to be performed under this Indenture.

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 Section 5.1(c), (e) or (f) or anyDefault described in Section 5.1(d) unless a Trust Officer assigned to and working in the CorporateTrust Office has actual knowledge thereof or unless written notice of any event which is in factsuch an Event of Default is received by the Trustee at the Corporate Trust Office. For purposes ofdetermining the Trustee's responsibility and liability hereunder, whenever reference is made in thisIndenture to such an Event of Default, such reference shall be construed to refer only to such anEvent of Default of which the Trustee is deemed to have notice as described 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 the Trusteeshall be subject to the provisions of this Section 6.1.

The Trustee shall forward notices to the Holders delivered to the Trustee(f)by the Issuer or the Asset Manager for such purpose.

The Trustee shall, upon reasonable (but in no case fewer than five(g)Business Days) prior written notice to the Trustee, permit any representative of the Asset Manageror a Noteholder, during the Trustee's normal business hours, to examine all books of account,records, reports and other papers of the Trustee relating to the Collateral or the Notes (subject toany confidentiality, use or other restrictions contained in documents, reports or records provided tothe Trustee by third-parties), to make copies and extracts therefrom (the reasonable out-of-pocketexpenses incurred in making any such copies or extracts to be reimbursed to the Trustee by suchHolder) and to discuss the Trustee's actions, as such actions relate to the Trustee's duties withrespect to the Collateral or the Notes, with the Trustee's officers and employees responsible forcarrying out the Trustee's duties with respect to the Collateral or Notes.

The Trustee shall have no obligation to independently monitor or verify(h)whether any Holder or (or beneficial owner) is a Section 13 Banking Entity.

To the extent the Subordinated Notes or any other interests are treated as(i)equity of the Issuer and the Issuer is classified as a partnership for U.S. federal income taxpurposes as described in Section 10.9(j), the Trustee shall have no responsibility for (i) theappointment of a Partnership Representative or (ii) the performance of any reporting, withholdingor similar administrative duties and functions in connection therewith.

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The Trustee shall have no obligation to determine or verify (i) if the Risk(j)Retention Requirements are satisfied or (ii) compliance with the Cayman AML Regulations.

Notice of Event of Default or Acceleration. Promptly (and in noSection 6.2event later than three Business Days) after the occurrence of an Event of Default (unless suchEvent of Default has been cured or waived) known to the Trustee or after any declaration ofacceleration pursuant to Section 5.2, the Trustee shall give notice to the Asset Manager, theCo-Issuers, the Rating Agency, each Paying Agent, the Depository and each Holder of suchEvent of Default or such acceleration.

Certain Rights of Trustee. Except as otherwise provided in SectionSection 6.36.1:

the Trustee may conclusively rely and shall be protected in acting or(a)refraining from acting upon, and shall not be bound to make any investigation into the facts ormatters stated in, any resolution, certificate, statement, instrument, opinion, report, notice, request,direction, consent, order, note or other paper or document reasonably believed by it to be genuineand to have been signed or presented by the proper party or parties;

any request or direction of the Issuer mentioned herein shall be sufficiently(b)evidenced by an Issuer Request or Issuer Order, as the case may be;

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 is required herein) may, in the absence of bad faithon its part, rely upon an Officer's certificate or (ii) be required to determine the value of anyCollateral or funds hereunder or the cash flows projected to be received therefrom, the Trusteemay, in the absence of bad faith on its part, rely on reports of nationally recognized accountants(which are not required to be the Independent accountants appointed by the Issuer pursuant toSection 10.7), investment bankers or other Persons qualified to provide the information required tomake such determination, including internationally recognized dealers in securities of the typebeing valued and securities quotation;

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 counsel shall befull and complete authorization and protection in respect of any action taken or omitted by ithereunder in good faith and in reliance thereon;

the Trustee shall be under no obligation to exercise or to honor or enforce(e)any of the rights or powers vested in it by this Indenture at the request or direction of any of theHolders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security orindemnity reasonably satisfactory to it against the costs, expenses and liabilities which mightreasonably be incurred by it in compliance 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, proxy, report, notice,request, direction, consent, order, note or other paper documents, but the Trustee, in its discretion,

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may and, upon the written direction of a Supermajority of the Controlling Class or the RatingAgency, shall make such further inquiry or investigation into such facts or matters as it may see fitor as it shall be directed, and the Trustee shall be entitled, on reasonable prior notice to either of theCo-Issuers, to examine the books and records relating to the Securities and the Collateral at thepremises of either of the Co-Issuers and the Asset Manager, personally or by agent or attorney at atime acceptable to the Issuer, Co-Issuer or the Asset Manager in their reasonable judgment duringnormal business hours and at the sole expense of the Issuer (which such expenses shall constituteAdministrative Expenses); provided that the Trustee shall, and shall cause its agents, to hold inconfidence all such information, except (i) to the extent disclosure may be required by law by anyjudicial, regulatory or other governmental authority or order and (ii) to the extent that the Trustee,in its reasonable judgment, may determine that such disclosure is consistent with its obligationshereunder; provided, further, that the Trustee may disclose on a confidential basis any suchinformation to its agents, attorneys and auditors in connection with the performance of itsresponsibilities 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 the Trusteeshall not be responsible for any misconduct or negligence on the part of any agent (other than anAffiliate) or attorney appointed with due care by it hereunder;

the Trustee will 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,including actions and omissions taken at the direction of the Asset Manager;

the permissive rights of the Trustee to take or refrain from taking any(i)action enumerated in this Indenture shall not be treated as a duty.

the Trustee will not be liable for the actions or omissions of the Asset(j)Manager, and without limiting the foregoing, the Trustee shall not be under any obligation tomonitor, evaluate or verify compliance by the Asset Manager with the terms hereof or the AssetManagement Agreement, or to verify or independently determine the accuracy of informationreceived by it from the Asset Manager (or from any selling institution, agent bank, trustee orsimilar source) with respect to the Collateral; provided, that notwithstanding the foregoing, butsubject to the provisions of this Indenture, after an Event of Default, the Trustee shall enforce theIssuer's rights under the Asset Management Agreement on behalf of the Secured Parties;

the Trustee will not be responsible or liable for any inaccuracies in the(k)records of the Asset Manager, any Clearing Agency, DTC, Euroclear, Clearstream or any otherIntermediary, transfer agents, calculation agent, paying agent (other than the Bank in its individualor other capacities hereunder), or for the actions or omissions of any such Person hereunder orunder any document executed in connection herewith;

the Trustee will be under no obligation to evaluate the sufficiency of the(l)documents or instruments delivered to it by or on behalf of the Issuer in connection with the Grantby the Issuer to the Trustee of any item constituting the Collateral or otherwise, or in that regard toexamine any Underlying Instruments, in order to determine compliance with applicablerequirements of and restrictions on transfer of a Collateral Obligation;

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to the extent any defined term hereunder, or any calculation required to be(m)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"), the Trusteewill be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants(which are not required to be the Independent accountants appointed by the Issuer pursuant toSection 10.7) identified in a certificate of a firm of Independent certified public accountants ofinternational reputation (and in the absence of its receipt of timely instruction therefrom, will beentitled to obtain from an Independent accountant at the expense of the Issuer) as to the applicationof GAAP in such connection, in any instance;

in making or disposing of any investment permitted by this Indenture, the(n)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 third personor dealing as principal for its own account. If otherwise qualified, obligations of the Bank or any ofits Affiliates will qualify as Eligible Investments hereunder;

the Trustee or its Affiliates are permitted to receive additional(o)compensation that could be deemed to be in the Trustee's economic self-interest for (i) serving asinvestment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian withrespect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certainEligible Investments and (iii) effecting transactions in certain Eligible Investments;

in the event that the Bank is also acting in the capacity of Paying Agent,(p)Transfer Agent, custodian, Calculation Agent, Collateral Administrator or Securities Intermediary,the rights, protections, immunities and indemnities afforded to the Trustee pursuant to this ArticleVI will also be afforded to the Bank acting in such capacities;

the Trustee will not be responsible for delays or failures in performance(q)resulting from acts beyond its control. Such acts include but are not limited to acts of God, strikes,lockouts, riots and acts of war;

the Trustee will not be liable for special, indirect, punitive or(r)consequential loss or damage of any kind whatsoever (including but not limited to lost profits),even if the Trustee has been advised of the likelihood of such loss or damage and regardless of theform of action;

neither the Trustee nor the Collateral Administrator will have any(s)obligation to determine if a Collateral Obligation is a Credit Improved Obligation or a Credit RiskObligation;

in order to comply with laws, rules and regulations applicable to banking(t)institutions, including those relating to the funding of terrorist activities and money laundering, theTrustee is required to obtain, verify and record certain information relating to individuals andentities which maintain a business relationship with the Trustee. Accordingly, each of the partiesagrees to provide to the Trustee upon its request from time to time such party's complete name,address, tax identification number and such other identifying information together with copies of

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such party's constituting documentation, securities disclosure documentation and such otheridentifying documentation as may be available for such party;

the Trustee shall have no duty (i) to cause any recording, filing, or(u)depositing of this Indenture or any supplemental indenture or any financing statement orcontinuation statement evidencing a security interest, or to cause the maintenance of any suchrecording, filing or depositing or to any rerecording, refilling or redepositing of any thereof or (ii)to maintain any insurance; and

the Trustee shall not have any obligation to determine (i) if a Collateral(v)Obligation meets the criteria or eligibility restrictions specified in the definition thereof orotherwise imposed in this Indenture or (ii) if the conditions in the definition of Deliver have beencomplied with.

Authenticating Agents. (a) Upon the request of either of theSection 6.4Co-Issuers, the Trustee shall, and if the Trustee so chooses, the Trustee may, appoint one or moreAuthenticating Agents with power to act on its behalf and subject to its direction in theauthentication of Notes in connection with issuance, transfers and exchanges under Article II, asfully to all intents and purposes as though each such Authenticating Agent had been expresslyauthorized to authenticate such Notes. For all purposes of this Indenture, the authentication ofNotes by an Authenticating Agent pursuant to this Section 6.4 shall be deemed to be theauthentication of Notes "by the Trustee."

Any entity into which any Authenticating Agent may be merged or(b)converted or with which it may be consolidated; any entity resulting from any merger,consolidation or conversion to which any Authenticating Agent shall be a party; or any corporationsucceeding to the corporate trust business of any Authenticating Agent shall be the successor ofsuch Authenticating Agent hereunder, without the execution or filing of any document or anyfurther act on the part of the parties hereto or such Authenticating Agent or such successorcorporation.

Any Authenticating Agent may at any time resign by giving written notice(c)of resignation 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 Agent andthe Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee shallpromptly appoint a successor Authenticating Agent and shall give written notice of suchappointment to each of the Co-Issuers.

Each Authenticating Agent is entitled to reasonable compensation for its(d)services and reimbursement for its reasonable expenses relating thereto as an AdministrativeExpense. The provisions of Sections 2.4(i), 6.5 and 6.6 shall be applicable to any AuthenticatingAgent.

Not Responsible for Recitals or Issuance of Notes. The recitalsSection 6.5contained herein and in the Notes, other than the Certificate of Authentication thereon, shall betaken as the statements of the Issuer and the Trustee assumes no responsibility for theircorrectness. The Trustee makes no representation as to the validity or sufficiency of this

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Indenture (except as may be made with respect to the validity of the Trustee's obligationshereunder), of the Collateral or of the Notes. The Trustee shall not be accountable for the use orapplication by the Applicable Issuer of the Notes or the proceeds thereof or any amounts paid tothe Applicable Issuer pursuant to the provisions hereof.

May Hold Securities. The Trustee or any Agent of either of theSection 6.6Co-Issuers, in its individual or any other capacity, may become the owner or pledgee ofSecurities and may otherwise deal with each of the Co-Issuers or any of its Affiliates, with thesame rights they would have if they were not the Trustee or an Agent.

Funds Held in Trust. All funds held by the Trustee hereunder shallSection 6.7be held in trust to the extent required herein. Each account established pursuant to this Indentureshall be maintained (a) as a segregated account with a federal or state-chartered depositoryinstitution with a short-term rating of at least "A-1" and a long-term rating of "A" by S&P (or ifsuch institution has no short-term rating, a long-term rating of at least "A+"); or (b) as asegregated trust account with the corporate trust department of a federal or state-chartereddepository institution that is an Eligible Institution subject to regulations regarding fiduciaryfunds on deposit similar to Title 12 of the Code of Federal Regulation Section 9.10(b) that, if theaccount holds cash, satisfies the S&P rating requirements set forth in clause (a) above (each suchaccount described in clause (a) or (b), an "Eligible Account"), and in each case if suchinstitution's ratings fall below such ratings, the assets held in an account with such institution willbe moved within 30 calendar days to another institution that satisfies such ratings.

The Trustee shall be under no liability for interest on any funds received by ithereunder and except to the extent of income or other gain on investments which are deposits inor certificates of deposit of the Trustee in its commercial capacity and income or other gainactually received by the Trustee on Eligible Investments.

Compensation and Reimbursement. (a) The Issuer agrees:Section 6.8

to pay the Trustee on each Payment Date compensation relating to services(i)rendered by it hereunder as set forth in the fee letter between the Trustee and the AssetManager on or prior to the Closing Date, as the same may be amended or otherwisemodified from time to time (which compensation shall not be limited by any provision oflaw in regard to the compensation of a trustee of an express trust);

except as otherwise expressly provided herein, to reimburse the Trustee(ii)(subject to any written agreement between the Issuer and the Trustee) in a timely mannerupon its request for all reasonable expenses, disbursements and advances incurred ormade by the Trustee in accordance with any provision of this Indenture (includingsecurities transaction charges and the reasonable compensation and expenses anddisbursements of its agents and legal counsel and of any accounting firm or investmentbanking firm employed by the Trustee pursuant to Section 5.4, 5.5, 5.17, 6.3(c), 10.5 or10.7, except any such expense, disbursement or advance as may be attributable to itsnegligence, willful misconduct or bad faith); provided that the securities transactioncharges referred to above shall, in the case of certain Eligible Investments specified by theAsset Manager, be waived to the extent of any amounts received by the Trustee during a

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Collection Period from a financial institution in consideration of purchasing such EligibleInvestments;

to indemnify the Trustee and its Officers, directors, employees and agents(iii)for, and to hold them harmless against, any loss, liability or expense incurred withoutnegligence, willful misconduct or bad faith on their part, arising out of or in connectionwith the acceptance or administration of this trust, including the costs and expenses ofdefending themselves against any claim or liability in connection with the exercise orperformance of any of their powers or duties hereunder; and

to pay the Trustee reasonable additional compensation together with its(iv)expenses (including reasonable counsel fees) for any collection or enforcement actiontaken pursuant to Section 6.14 hereof or to the exercise or enforcement of remediespursuant to Article V.

The Issuer may remit payment for such fees and expenses to the Trustee(b)or, in the absence thereof, the Trustee may from time to time deduct payment of its fees andexpenses hereunder from Interest Proceeds in the Payment Account or the Collection Accountpursuant to Section 11.2.

The Trustee hereby agrees that it will not, prior to the date which is one(c)year (or, if longer, the applicable preference period then in effect) plus one day after the payment infull of all Notes institute against, or join any other Person in instituting against, the Issuer or theCo-Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidationproceedings, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy orsimilar laws of any jurisdiction.

The amounts payable to the Trustee are subject to Article XI, and the(d)Trustee shall have a lien ranking senior to that of the Holders upon all property and funds held orcollected as part of the Collateral to secure payment of amounts payable to the Trustee under thisSection 6.8; provided, however, that the Trustee shall not institute any Proceeding for theenforcement of such lien except in connection with an action pursuant to Section 5.3 hereof for theenforcement of the lien of this Indenture for the benefit of the Secured Parties; provided, further,that the Trustee may only enforce such a lien in conjunction with the enforcement of the rights ofHolders in the manner set forth in Section 5.4 hereof.

Corporate Trustee Required; Eligibility. There shall at all times beSection 6.9a Trustee hereunder that is an Eligible Institution. If the Trustee publishes reports of conditionannually, or more frequently, pursuant to law or to the requirements of the aforesaid supervisingor examining authority, then for the purposes of this Section 6.9, the combined capital andsurplus of such corporation, association or trust company shall be deemed to be the respectiveamount set forth in its most recently published report of condition. If at any time the Trusteeshall cease to be eligible in accordance with the provisions of this Section 6.9, the Trustee shallresign immediately in the manner and with the effect hereinafter specified in this Article VI.

Resignation and Removal; Appointment of Successor. (a) NoSection 6.10resignation or removal of the Trustee shall become effective until the acceptance of appointment

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by the successor trustee under Section 6.11. Any accrued and unpaid fees and expenses and theindemnification in favor of the Trustee in Section 6.8 shall survive any resignation or removal ofthe Trustee (to the extent of any indemnified loss, liability or expense arising or incurred prior to,or arising as a result of action or omissions occurring prior to, such resignation or removal).

The Trustee may resign at any time by giving written notice thereof to the(b)Issuer, the Asset Manager, the Holders and the Rating Agency.

The Trustee may be removed at any time by Act of a Majority of the Notes(c)of each Class or, at any time when an Event of Default shall have occurred and be continuing, byAct of a Majority of the Controlling Class, delivered to the Trustee and to the Issuer.

If at any time, (i) the Trustee shall cease to be an Eligible Institution and(d)shall fail to resign after written request therefor by the Issuer or by any Holder; or (ii) the Trusteeshall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver orliquidator of the Trustee or of its property shall be appointed or any public officer shall take chargeor control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservationor liquidation; then, in any such case (subject to this Section 6.10), (A) the Issuer, by Issuer Order,may remove the Trustee, or (B) subject to Section 5.15, any Holder may, on behalf of itself and allothers similarly situated, petition any court of competent jurisdiction for the removal of the Trusteeand the appointment of a successor trustee.

If the Trustee shall resign, be removed or become incapable of acting, or if(e)a vacancy shall occur in the office of the trustee for any reason, the Issuer, by Issuer Order, shallpromptly appoint a successor trustee. If the Issuer shall fail to appoint a successor trustee within60 days after such resignation, removal or incapability or the occurrence of such vacancy, asuccessor trustee may be appointed by a Majority of the Controlling Class delivered to the Issuerand the retiring trustee. The successor trustee so appointed shall, forthwith upon its acceptance ofsuch appointment, become the successor trustee and supersede any successor trustee proposed bythe Issuer. If no successor trustee shall have been so appointed and shall have acceptedappointment in the manner hereinafter provided, subject to Section 5.15, the Trustee or any Holdermay, on behalf of itself and all others similarly situated, petition any court of competentjurisdiction for the appointment of a successor trustee.

The Issuer shall give prompt notice of each resignation and each removal(f)of the Trustee and each appointment of a successor trustee by providing written notice of suchevent, to the Asset Manager, the Rating Agency and the Holders. Each notice shall include thename of the successor trustee and the address of its Corporate Trust Office. If the Issuer fails toprovide such notice within ten days after acceptance of appointment by the successor trustee, thesuccessor trustee shall cause such notice to be given at the expense of the Issuer.

Acceptance of Appointment by Successor. Every successor trusteeSection 6.11appointed hereunder shall execute, acknowledge and deliver to each of the Co-Issuers and theretiring Trustee an instrument accepting such appointment. Upon delivery of the requiredinstruments, the resignation or removal of the retiring Trustee shall become effective and suchsuccessor trustee, without any further act, deed or conveyance, shall become vested with allrights, powers, trusts, duties and obligations of the retiring Trustee; but, on request of either of

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the Co-Issuers, a Majority of the Controlling Class, a Majority of any Class of Notes or thesuccessor trustee, such retiring Trustee shall, upon payment of its fees and expenses then unpaid,execute any and all instruments for more fully and certainly vesting in and confirming to suchsuccessor trustee all such rights, powers and trusts. Upon request of any such successor trustee,each of the Co-Issuers shall execute any and all instruments for more fully and certainly vestingin and confirming to such successor trustee all such rights, powers and trusts.

No successor trustee shall accept its appointment unless at the time of suchacceptance such successor is an Eligible Institution. The appointment (other than by appointmentof a court of competent jurisdiction) shall become effective no earlier than 10 days after notice ofsuch appointment has been given to each Holder and shall not be effective if a Majority of theControlling Class objects in writing to such appointment.

Merger, Conversion, Consolidation or Succession to Business ofSection 6.12Trustee. Any Person into which the Trustee may be merged or converted or with which it may beconsolidated, or any Person resulting from any merger, conversion or consolidation to which theTrustee shall be a party, or any Person succeeding to all or substantially all of the corporate trustbusiness of the Trustee, shall be the successor of the Trustee hereunder; provided such Personshall be otherwise qualified and eligible under this Article VI, without the execution or filing ofany document or any further act on the part of any of the parties hereto. In case any of the Noteshave been authenticated, but not delivered, by the Trustee then in office, any successor bymerger, conversion or consolidation to such authenticating Trustee may adopt suchauthentication and deliver the Notes so authenticated with the same effect as if such successortrustee had itself authenticated such Notes.

Co-Trustees. At any time or times, for the purpose of meeting theSection 6.13legal requirements of any jurisdiction in which any part of the Collateral may at the time belocated, the Issuer and the Trustee have power to appoint one or more Eligible Institutions to actas co-trustee, jointly with the Trustee of all or any part of the Collateral, with the power to filesuch proofs of claim and take such other actions pursuant to Section 5.6 and to make such claimsand enforce such rights of action on behalf of the Holders subject to the other provisions of thisSection 6.13. The Trustee or the Issuer shall promptly provide notice of any such appointment tothe Issuer or the Trustee, respectively, and the Co-Issuer, the Asset Manager and the RatingAgency.

Each of 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. Ifeach of the Co-Issuers does not join in such appointment within 15 days after the receipt by themof a request to do so, the Trustee shall have power to make such appointment.

Should any written instrument from either of the Co-Issuers be required by anyco-trustee so appointed for more fully confirming to such co-trustee such property, title, right orpower, any and all such instruments shall, on request, be executed, acknowledged and deliveredby the Issuer. The Issuer agrees to pay (subject to the Priority of Payments) for any reasonablefees and expenses in connection with such appointment.

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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 personalproperty 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, except to theextent that under any law of any jurisdiction in which any particular act is to be performed, theTrustee shall be incompetent or unqualified to perform such act, in which event, such rights,powers, duties and obligations shall be exercised and performed by a co-trustee;

the Trustee at any time, by an instrument in writing executed by it, with(c)the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of orremove any co-trustee appointed under this Section 6.13, 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 Issuer. A successor to any co-trusteeso resigned or removed may be appointed in the manner provided in this Section 6.13;

no co-trustee hereunder shall be personally liable by reason of any act or(d)omission of the Trustee or any other co-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 Related to Delayed Payment of Proceeds. In theSection 6.14event that in any month the Trustee shall not have received a payment with respect to anyPledged Obligation on its Due Date (unless otherwise directed by the Asset Manager), (a) theTrustee shall promptly notify the Asset Manager in writing and (b) unless within three BusinessDays (or the end of the applicable grace period for such payment, if longer) after such notice (i)such payment shall have been received by the Trustee, or (ii) the Issuer, in its absolute discretion(but only to the extent permitted by Section 10.2(b)), shall have made provision for such paymentsatisfactory to the Trustee in accordance with Section 10.2(b), then the Trustee shall request theobligor of such Pledged Obligation, the trustee under the related Underlying Instrument or payingagent 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 Section 6.1(c) and 6.8(a)(iv), shall take such action as the Asset Managershall reasonably direct in writing. Any such action shall be without prejudice to any right to

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claim a Default or Event of Default under this Indenture. In the event that the Issuer or the AssetManager requests a release of a Pledged Obligation and/or delivers a Collateral Obligation inconnection with any such action under the Asset Management Agreement, such release and/orsubstitution shall be subject to Section 10.6 and Article XII of this Indenture, as the case may be.Notwithstanding any other provision hereof, the Trustee shall deliver to the Issuer or its designeeany payment with respect to any Pledged Obligation received after the Due Date thereof to theextent the Issuer previously made provisions for such payment satisfactory to the Trustee inaccordance with this Section 6.14 and Section 10.2(b) and such payment shall not be deemed partof the Collateral.

Representative for Holders Only; Agent for Other Secured Parties.Section 6.15With respect to the security interests created hereunder, the pledge of any item of Collateral tothe Trustee is to the Trustee as representative for the Holders and agent for any other SecuredParty. The Trustee shall have no fiduciary duties to any Secured Parties (other than the Holders,to the extent provided herein); provided that the foregoing shall not limit any of the expressobligations of the Trustee under this Indenture.

Withholding. If any withholding tax is imposed on the Issuer'sSection 6.16payment (or allocations of income) under the Security by law or pursuant to the Issuer'sagreement with a governmental authority, such tax shall reduce the amount otherwisedistributable to the relevant Holder. The Trustee or Paying Agent, as applicable, is herebyauthorized and directed to retain from amounts otherwise distributable to any Holder sufficientfunds for the payment of any tax that is legally owed or required to be withheld by the Issuer bylaw or pursuant to the Issuer's agreement with a governmental authority (but such authorizationshall not prohibit the Trustee from contesting any such tax in appropriate proceedings andwithholding payment of such tax, if permitted by law, pending the outcome of such proceedings)and to timely remit such amounts to the appropriate taxing authority. The amount of anywithholding tax imposed by law or pursuant to the Issuer's agreement with a governmentalauthority with respect to any Security shall be treated as cash distributed to the relevant Holder atthe time it is withheld by the Trustee or Paying Agent. If there is a possibility that withholdingtax is payable with respect to a distribution, the Paying Agent or the Trustee may, in its solediscretion, withhold such amounts in accordance with this Section 6.16. If any Holder orbeneficial owner wishes to apply for a refund of any such withholding tax, the Trustee shallreasonably cooperate with such Person in providing readily available information so long as suchPerson agrees to reimburse the Trustee for any out-of-pocket expenses incurred. Nothing hereinshall impose an obligation on the part of the Trustee or Paying Agent to determine the amount ofany tax or withholding obligation on the part of the Issuer or in respect of the Securities.

ARTICLE VII

COVENANTS

Payment of Principal and Interest. The Applicable Issuer will dulySection 7.1and punctually pay all principal and interest (including Deferred Interest, Defaulted Interest andExcess Interest with respect to Subordinated Notes) in accordance with the terms of the Notesand this Indenture. Amounts properly withheld under the Code or other applicable law by any

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Person from a payment to any Holder shall be considered as having been paid by the ApplicableIssuer to such Holder for all purposes of 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 and 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.

Maintenance of Office or Agency. The Co-Issuers hereby appointSection 7.2the Trustee as principal Paying Agent and Transfer Agent. Securities may be surrendered forregistration of transfer or exchange to U.S. Bank National Association at its Corporate TrustOffice, or such other address as the Trustee shall provide to the Issuer and the Holders.

The Issuer may at any time and from time to time vary or terminate theappointment of any such Agent or appoint any additional Paying Agents and Transfer Agents;provided that no Paying Agent shall be appointed in a jurisdiction which subjects payments onthe Notes to withholding tax solely by reason of the location of the Paying Agent in suchjurisdiction.

The Co-Issuers will maintain a Process Agent until such time as no Notes remainOutstanding; provided, however, that if at any time either of the Co-Issuers shall fail to maintaina Process Agent or shall fail to furnish the Trustee with the addresses thereof, notices anddemands may be served on each of the Co-Issuers. The Issuer shall give prompt written notice tothe Trustee, the Holders, and the Rating Agency and, so long as any Outstanding Securities arelisted thereon, the Irish Stock Exchange, of the appointment or termination of its Process Agentand the location and any change in its location.

Paying Agents. (a) All payments that are due and payable that areSection 7.3made from amounts withdrawn from the Payment Account shall be made on behalf of theApplicable Issuer by the Trustee or Paying Agent.

When the Applicable Issuer has a Paying Agent that is not also the(b)Indenture Registrar, it shall furnish or cause the Indenture Registrar to furnish, no later than thefifth calendar day after each Record Date a list, if necessary, in such form as such Paying Agentmay reasonably request, of the names and addresses of the Holders and of the certificate numbersof individual Securities held by each such Holder.

Whenever the Applicable Issuer has a Paying Agent other than the Trustee,(c)on or before the Business Day next preceding each Payment Date, Redemption Date or StatedMaturity, as the case may be, it shall direct the Trustee to deposit on such Payment Date with suchPaying Agent, if necessary, an aggregate sum sufficient to pay the amounts then becoming due (tothe extent funds are then available for such purpose in the Payment Account), such sum to be heldin trust for the benefit of Persons entitled thereto, and (unless such Paying Agent is the Trustee) theApplicable Issuer shall promptly notify the Trustee of its action or failure so to act. Any amountsdeposited with a Paying Agent (other than the Trustee) in excess of an amount sufficient to pay theamounts then becoming due on the Notes with respect to which such deposit was made shall bepaid over by such Paying Agent to the Trustee for application in accordance with Article X.

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The initial Paying Agents shall be as set forth in Section 7.2. Any(d)additional or successor Paying Agents shall be appointed by Issuer Order with written noticethereof to the Trustee. So long as any Class of Notes is rated by the Rating Agency and withrespect to each Paying Agent, either (i) each Paying Agent has a rating of "A-1+" by S&P or (ii)Rating Agency Confirmation is obtained. In the event that a Paying Agent ceases to have suchratings and the respective ratings on any Class of Notes have not been confirmed, the Issuer shallpromptly remove such Paying Agent and appoint a successor Paying Agent. The Issuer shall notappoint any Paying Agent that is not, at the time of such appointment, a depository institution ortrust company subject to supervision and examination by federal and/or state and/or nationalbanking authorities. The Issuer shall cause each Paying Agent other than the Trustee to executeand deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee(and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of thisSection 7.3, that such Paying Agent will:

allocate all sums received for payment to the Holders for which it acts as(i)Paying Agent on each Payment Date, Redemption Date and Stated Maturity among suchHolders in the proportion specified in the instructions set forth in the applicable PaymentDate Report to the extent permitted by applicable law;

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

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

if such Paying Agent is not the Trustee, immediately give the Trustee(iv)notice of any Default by the Applicable 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 at any time during the continuance(v)of any such Default, upon the written request of the Trustee, forthwith pay to the Trusteeall sums so held in trust by such Paying Agent.

The Applicable Issuer may at any time, for the purpose of obtaining the(e)satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order directany Paying Agent to pay, to the Trustee all sums held in trust by the Applicable Issuer or suchPaying Agent, such sums to be held by the Trustee upon the same trusts as those upon which suchsums were held by the Applicable Issuer or such Paying Agent; and, upon such payment by anyPaying Agent to the Trustee, such Paying Agent shall be released from all further liability withrespect thereto.

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Existence of the Co-Issuers. (a) Each of the Co-Issuers shall, to theSection 7.4maximum extent permitted by applicable law (a) maintain in full force and effect its existenceand rights as a company incorporated under the laws of the Cayman Islands (in the case of theIssuer) or the State of Delaware (in the case of the Co-Issuer); (b) obtain and preserve itsqualification to do business as a foreign corporation in each jurisdiction in which suchqualifications are or shall be necessary to protect the validity and enforceability of this Indenture,the Notes or any of the Collateral; (c) maintain its books and records, accounts and financialstatements separate from any other person or entity; (d) maintain an arm's-length relationshipwith its Affiliates; (e) pay its own liabilities out of its own funds; (f) maintain adequate capital inlight of its contemplated business operations and (g) hold itself out as a separate entity andcorrect any known misunderstanding concerning its separate existence; provided, however, thatthe Issuer shall be entitled to change its jurisdiction of incorporation from the Cayman Islands toany other jurisdiction outside the United States reasonably selected by the Issuer so long as (i)such change is not disadvantageous in any material respect to the Holders; (ii) written notice ofsuch change shall have been given by the Trustee to the Holders, the Asset Manager and theRating Agency and (iii) on or prior to the fifteenth Business Day following such notice theTrustee shall not have received written notice from a Majority of the Controlling Class objectingto such change.

The Co-Issuer will have at least one independent manager. For this(b)purpose "independent manager" means a duly appointed manager of the Co-Issuer who should nothave been, at the time of such appointment or at any time in the preceding five years, (i) a direct orindirect legal or beneficial owner in such entity or any of its Affiliates (excluding de minimisownership interests), (ii) a creditor, supplier, employee, officer, director, family member, manageror contractor of such entity or its Affiliates or (iii) a person who controls (whether directly,indirectly, or otherwise) such entity or its Affiliates or any creditor, supplier, employee, officer,director, manager or contractor of such entity or its Affiliates.

Protection of Collateral. (a) The Issuer shall take such action as isSection 7.5necessary or advisable in order to maintain the perfection and priority of the security interest ofthe Trustee in the Collateral and shall from time to time execute and deliver all such supplementsand amendments hereto and all such Financing Statements, continuation statements, instrumentsof further assurance and other instruments, and shall take such other action as may be necessaryor advisable or desirable to secure the rights and remedies of the Secured Parties hereunder andto:

Grant more effectively all or any portion of the Collateral;(i)

maintain, preserve and perfect any Grant made or to be made by this(ii)Indenture or to carry out more 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);

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

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

pay or cause to be paid any and all taxes levied or assessed upon all or any(vi)part of the Collateral.

The Issuer will make an entry with respect to the security interest created by thisIndenture in its register of mortgages and charges maintained at its registered office in theCayman Islands.

The Issuer will take those actions set forth above in this Section 7.5(a).

The Issuer authorizes its U.S. counsel to file a Financing Statement in theappropriate jurisdiction in connection with the Grant pursuant to this Indenture that names theIssuer as "Debtor" and the Trustee as "Secured Party" and that identifies "all assets in which theIssuer now or hereafter has rights" as the collateral Granted to the Trustee. The Issuer furtherappoints the Trustee as its agent and attorney-in-fact for the purpose of preparing and filing anyother Financing Statement, continuation statement or other instrument as may be requiredpursuant to this Section 7.5(a); provided that such appointment shall not impose upon theTrustee, or release or diminish, any of the Issuer's obligations under this Section 7.5(a).

The Trustee shall not, except in accordance with this Indenture, permit the(b)removal of any portion of the Collateral or transfer any such Collateral from the Account to whichit is credited, or cause or permit any change in the Delivery made pursuant to Section 3.4 withrespect to any Collateral, if, after giving effect thereto, the jurisdiction governing the perfection ofthe Trustee's security interest in such Collateral is different from the jurisdiction governing theperfection at the time of delivery of the most recent Opinion of Counsel pursuant to Section 7.6(or, if no Opinion of Counsel has yet been delivered pursuant to Section 7.6, the Opinion ofCounsel delivered at the Closing Date pursuant to Section 3.1(a)(iii)), unless the Trustee shall havereceived an Opinion of Counsel to the effect that the lien and security interest created by thisIndenture with respect to such property and the priority thereof will continue to be maintained aftergiving effect to such action or actions.

The Issuer shall enforce all of its material rights and remedies under the(c)Asset Management Agreement and the Collateral Administration Agreement.

If the Issuer shall at any time hold or acquire a "commercial tort claim" (as(d)defined in the UCC) for which the Issuer (or predecessor in interest) has filed a complaint in acourt of competent jurisdiction, the Issuer shall promptly provide notice to the Trustee in writingcontaining a sufficient description thereof (within the meaning of Section 9-108 of the UCC). Ifthe Issuer shall at any time hold or acquire any timber to be cut, the Issuer shall promptly providenotice to the Trustee in writing containing a description of the land concerned (within the meaningof Section 9-203(b) of the UCC). Any commercial tort claim or timber to be cut so described insuch notice to the Trustee will constitute Collateral and the description thereof will be deemed to

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be incorporated into the reference to commercial tort claims or to goods in the first GrantingClause. If the Issuer shall at any time hold or acquire any letter-of-credit rights, other thanletter-of-credit rights that are supporting obligations (as defined in Section 9-102(a)(78) of theUCC), it shall obtain the consent of the issuer of the applicable letter of credit to an assignment ofthe proceeds of such letter of credit to the Trustee in order to establish control (pursuant to Section9-107 of the UCC) of such letter-of-credit rights by the Trustee.

Opinions as to Collateral. Subject to Section 5.1, on or beforeSection 7.6March 31 in each calendar year, commencing in 2017 and continuing as long as the Notes areOutstanding, the Issuer shall furnish to the Trustee an Opinion of Counsel relating to the securityinterest Granted by the Issuer to the Trustee, stating that, as of the date of such opinion, the lienand security interest created by this Indenture with respect to the Collateral remain in effect andthat no further action (other than as specified in such opinion) needs to be taken to ensure thecontinued effectiveness of such lien over the next year.

Performance of Obligations. (a) The Issuer may contract withSection 7.7other Persons, including the Asset Manager, for the performance of actions and obligations to beperformed by the Issuer hereunder by such Persons and the performance of actions and otherobligations with respect to the Collateral of the nature set forth in the Asset ManagementAgreement by the Asset Manager. Notwithstanding any such arrangement, the Issuer shallremain liable for all such actions and obligations. In the event of such contract, the performanceof such actions and obligations by such Persons shall be deemed to be performance of suchactions and obligations by the Issuer; and the Issuer will punctually perform, and use its bestefforts to cause the Asset Manager or such other Person to perform, all of its obligations andagreements contained in the Asset Management Agreement or such other agreement.

(b) So long as any Listed Securities are Outstanding, the Issuer shall take suchcommercially reasonable actions as may be required to obtain and maintain such listing ofSecurities, including the provision of any reports or other information to such stock exchange orany listing agent and the appointment of a local Paying Agent and/or Transfer Agent; provided,however, that the Issuer will not be required to maintain a listing on an E.U. stock exchange ifcompliance with requirements of the European Commission or a relevant Member State becomesburdensome in the sole judgment of the Asset Manager.

Negative Covenants. (a) The Issuer will not, and with respect toSection 7.8clauses (ii) through (x), the Co-Issuer will not, except as expressly permitted by this Indenture:

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 Collateral;

claim any credit on, make any deduction from, or dispute the(ii)enforceability of the payment of any amount payable in respect of the Securities (otherthan as required in accordance with the Code or any applicable laws of the CaymanIslands or other applicable jurisdiction) or assert any claim against any present or futureHolder, by reason of the payment of any taxes levied or assessed upon any part of theCollateral;

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(A) incur or assume or guarantee any indebtedness, other than the(iii)Securities and this Indenture and the transactions contemplated hereby, or (B) issue anyclass of securities or issue any additional Issuer Ordinary 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 be releasedfrom any covenants or obligations with respect to this Indenture or the Securities, (B)permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance(other than the lien of this Indenture) to be created on or extend to or otherwise arise uponor burden the Collateral or any part thereof, any interest therein or the proceeds thereof, or(C) take any action that would permit the lien of this Indenture not to constitute a validfirst priority security interest in the Collateral;

except to the extent required by applicable law, dissolve or liquidate in(v)whole or in part so long as any Class of Notes issued by it is Outstanding;

enter into any agreements that provide for a future financial obligation on(vi)the part of the Issuer, except for any agreements that (A) involve the purchase or sale ofCollateral, contain customary purchase or sale terms and are documented with customarytrading documentation, or (B) contain customary "no petition" and "limited recourse"provisions;

in the case of the Co-Issuer, have any subsidiaries or employees (other(vii)than its manager) or in the case of the Issuer, have any subsidiaries (other than theCo-Issuer) or employees (other than its directors); provided that the foregoing shall notprohibit the Issuer from entering into the Administration Agreement with theAdministrator in its capacity as such;

pay dividends other than in accordance with the terms of this Indenture or(viii)its Governing Documents;

conduct business in any name other than its own, commingle its property(ix)with the property of any other entity or take any other action or conducts its affairs in amanner that is reasonably likely to result in its separate existence being ignored or itsassets and liabilities being substantively consolidated with the assets or liabilities of anyother Person in a bankruptcy, reorganization or other insolvency proceeding;

(A) in the case of the Issuer, transfer its membership interest in the(x)Co-Issuer so long as any Senior Notes are Outstanding or (B) in the case of the Co-Issuer,permit the transfer of any of its membership interests so long as any Senior Notes areOutstanding;

engage in any transaction with the holders of Issuer Ordinary Shares or(xi)common stock that would constitute a conflict of interest, provided that the entry into theAdministration Agreement with the Administrator will not be deemed to be conflicts ofinterest;

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amend the Asset Management Agreement except pursuant to its respective(xii)terms;

enter into any hedge agreement;(xiii)

engage in securities lending; or(xiv)

elect to be taxable for U.S. federal income tax purposes as other than a(xv)disregarded entity or a partnership unless (a) 100% of each Class of Issuer Only Notes hasconsented to such election and (b) the Corporate Condition has been satisfied.

The Co-Issuer will not invest any of its assets in "securities" (as defined in(b)the Investment Company Act), and will keep all of its assets in cash.

Statement as to Compliance. On or before March 1 in eachSection 7.9calendar year, commencing in 2017, or immediately if there has been a Default under thisIndenture, the Issuer shall deliver to the Trustee, the Asset Manager and the Rating Agency and,upon its written request, any Holder, an Officer's certificate of the Issuer stating, as to each signerthereof, that:

a review of the activities of the Issuer and of the Issuer's performance(a)under this Indenture during the twelve-month period ending on December 31 of the preceding year(or from the Closing Date until December 31, 2016 in the case of the first such certificate) and asof a date not more than five days prior to the date of the certificate in the case of a certificate givenin connection with the occurrence of a Default has been made under such Officer's supervision;and

to the best of such Officer's knowledge, based on such review, the Issuer(b)has fulfilled all of its obligations under this Indenture throughout the relevant period, or, if therehas been a Default, specifying each such Default known to such Officer and the nature and statusthereof, including actions undertaken to remedy the same.

Co-Issuers May Consolidate, etc., Only on Certain Terms. NeitherSection 7.10the Issuer nor the Co–Issuer (as applicable, the "Merging Entity") shall consolidate or merge withor into any other Person or transfer or convey all or substantially all of its assets to any Person(other than in a liquidation of the Collateral as permitted under this Indenture), unless permittedby Cayman Islands law (in the case of the Issuer) or United States and Delaware law (in the caseof 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") shall be a company incorporated and existing under the laws of the Cayman Islands(in the case of the Issuer) or Delaware (in the case of the Co–Issuer) or such other jurisdictionapproved by a Majority of the Controlling Class; provided, that no such approval shall be requiredin connection with any such transaction undertaken solely to effect a change in the jurisdiction ofincorporation pursuant to Section 7.4; provided, further, that such Person shall expressly assume,

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by an indenture supplemental hereto, executed and delivered to the Trustee, each Holder and theAsset Manager, the due and punctual payment of any principal, interest on and other payments onall Notes and the performance of every covenant of this Indenture on its part to be performed orobserved, all as provided herein;

with respect to such consolidation or merger prior notice has been given to(b)the Rating Agency;

if the Merging Entity is not the surviving corporation, the Successor shall(c)have agreed with the Trustee (i) to observe the same legal requirements for the recognition of suchformed or surviving corporation as a legal entity separate and apart from any of its Affiliates as areapplicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or mergewith or into any other Person or transfer or convey the Collateral or all or substantially all of itsassets to any other Person except in accordance with the provisions of this Section 7.10;

if the Merging Entity is not the surviving corporation, the Successor shall(d)have delivered to the Trustee and the Rating Agency an Officer's certificate and an Opinion ofCounsel each stating that such Person is duly organized, validly existing and in good standing inthe jurisdiction in which such Person is organized; that such Person has sufficient power andauthority to assume the obligations set forth in clause (a) above and to execute and deliver anindenture supplemental hereto for the purpose of assuming such obligations; that such Person hasduly authorized the execution, delivery and performance of an indenture supplemental hereto forthe purpose of assuming such obligations and that such supplemental indenture is a valid, legal andbinding obligation of such Person, enforceable in accordance with its terms, subject to bankruptcy,reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and togeneral principles of equity (regardless of whether in a proceeding in equity or at law); that, if theMerging Entity is the Issuer, immediately following the event which causes such Person to becomethe successor to the Merging Entity, (i) such Person has good and marketable title, free and clear ofany lien, security interest or charge, other than the lien and security interest of this Indenture, to theCollateral securing, in the case of a consolidation or merger of the Issuer, all of the Notes or, in thecase of any transfer or conveyance of the Collateral securing any of the Notes, such Notes, (ii) theTrustee continues to have a valid perfected first priority security interest in the Collateral and (iii)such other matters as the Trustee or any Holder of Notes may reasonably require; provided thatnothing in this clause (iii) implies or imposes a duty on the Trustee to require other 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 to the Trustee, the Asset Manager(f)and each Noteholder an Officer's certificate and an Opinion of Counsel each stating that suchconsolidation, merger, transfer or conveyance and such supplemental indenture comply with thisArticle VII and that all conditions in this Article VII relating to such transaction have beencomplied with and that such transaction will not (i) result in the Merging Entity or Successorbecoming taxable as a corporation for U.S. federal income tax purposes or (ii) have a material andadverse effect on the U.S. federal income tax treatment of the Issuer or the U.S. federal income taxconsequences to the holders of any Class of Notes Outstanding at the time of issuance, as describedin the Offering Circular under the heading "Certain U.S. Federal Income Tax Considerations";

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after giving effect to such transaction, neither of the Co-Issuers nor the(g)pool of collateral will be required to register as an investment company under the InvestmentCompany Act; and

after giving effect to such transaction, the outstanding stock of the(h)Merging Entity will not be beneficially owned by any U.S. Person for purposes of the InvestmentCompany Act.

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 hereof, the Person formed by or surviving such consolidation ormerger (if other than the Issuer or the Co-Issuer), or, the Person to which such consolidation,merger, transfer or conveyance is made, shall succeed to, and be substituted for, and mayexercise every right and power of, and shall be bound by each obligation and covenant of, theIssuer or the Co-Issuer, as the case may be, under this Indenture with the same effect as if suchPerson had been named as the Issuer or the Co-Issuer, as the case may be, herein. In the event ofany such consolidation, merger, transfer or conveyance, the Person named as the "Issuer" or the"Co-Issuer" in the first paragraph of this Indenture or any successor which shall theretofore havebecome such in the manner prescribed in this Article VII may be dissolved, wound-up andliquidated at any time thereafter, and such Person thereafter shall be released from its liabilitiesas obligor and maker on all of the Securities and from its obligations under this Indenture.

No Other Business. The Issuer shall not engage in any business orSection 7.12activity other than issuing and selling the Securities, acquiring, owning, holding and pledging andselling Collateral Obligations and other Collateral in connection therewith and the Co-Issuershall not engage in any business or activity other than issuing and selling the Co-Issued Notesand, with respect to each of the Co-Issuers, such other activities which are necessary, suitable orconvenient to accomplish the foregoing or are incidental thereto or connected therewith. TheIssuer and the Co-Issuer will not amend their Governing Documents without Rating AgencyConfirmation.

Notice of Changes in Ratings. The Issuer shall promptly notify theSection 7.13Trustee in writing (which shall promptly notify the Holders and the Asset Manager) if at any timethe rating of any Rated Notes has been changed or withdrawn.

Reporting. At any time when any Applicable Issuer is not subjectSection 7.14to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule12g3-2(b) under the Exchange Act, upon the written request of a Holder or Certifying Person,such Applicable Issuer shall promptly furnish or cause to be furnished Rule 144A Information,and deliver such Rule 144A Information, to such Holder or Certifying Person, to a prospectivepurchaser designated by such Holder or beneficial owner or to the Trustee for delivery to suchHolder or Certifying Person or a prospective purchaser designated by such Holder or CertifyingPerson, in order to permit required or protective compliance by any such Holder or CertifyingPerson with Rule 144A in connection with the resale of any such Security. "Rule 144AInformation" shall be information that is required by subsection (d)(4) of Rule 144A.

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Calculation Agent. (a) The Issuer hereby agrees that for so long asSection 7.15any of the Floating Rate Notes remain Outstanding there will at all times be an agent appointedto calculate LIBORthe Reference Rate in respect of each Interest Period (the "CalculationAgent"). The Issuer hereby appoints the Collateral Administrator as the initial CalculationAgent. The Calculation Agent may be removed by the Issuer at any time. If the CalculationAgent is unable or unwilling to act as such or is removed by the Issuer, the Issuer will promptlyappoint as a replacement Calculation Agent a leading bank, reasonably acceptable to the AssetManager, which is engaged in transactions in U.S. Dollar deposits in the international U.S.Dollar market and which is not Affiliated with the Issuer. The resignation or removal of theCalculation Agent shall not be effective without a successor having been duly appointed.

As soon as possible after 11:00 a.m. (London time) on each LIBORInterest(b)Determination Date, but in no event later than 11:00 a.m. (New York time) on the Business Dayimmediately following each LIBORInterest Determination Date, the Calculation Agent willcalculate the Interest Rate of each Class of Floating Rate Notes for the related Interest Period, andwill communicate such rates and the amount of interest for each Interest Period and the relatedPayment Date to the Issuer, the Trustee, the Asset Manager, the Depository, Euroclear, Clearstreamand the principal Paying Agent as soon as possible thereafter but in no event later than the first dayof the related Interest Period. The Calculation Agent will also specify to the Issuer the quotationsupon which the Interest Rates are based and in any event the Calculation Agent shall notify theIssuer before 5:00 p.m. (London time) on each LIBORInterest Determination Date if it has notdetermined and is not in the process of determining such Interest Rates, together with its reasonstherefor.

The establishment of LIBORthe Reference Rate on each LIBORInterestDetermination Date by the Calculation Agent and its calculation of the Interest Rate applicable toeach Class of Notes for the related Interest Periods will (in the absence of manifest error) be finaland binding on each of the Co-Issuers, the Trustee, the Paying Agents, the Asset Manager and allowners of an interest in Securities. The Calculation Agent shall not be held liable for any loss,liability or expense incurred without gross negligence, willful misconduct or bad faith on its partarising out of or in connection with the performance of its obligations hereunder.

Neither the Trustee, Paying Agent nor Calculation Agent shall be under(c)any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR (or otherapplicable Reference Rate), or whether or when there has occurred, or to give notice to any othertransaction party of the occurrence of, any Designated Reference Rate Condition, (ii) to select,determine or designate any Designated Reference Rate, or other successor or replacementbenchmark index, or whether any conditions to the designation of such a rate have been satisfied,or (iii) to select, determine or designate any Reference Rate Modifier, or other modifier to anyreplacement or successor index, or (iv) to determine whether or what conforming changes arenecessary or advisable, if any, in connection with any Reference Rate Amendment or with any ofthe foregoing. Neither the Trustee, Paying Agent, nor Calculation Agent shall be liable for anyinability, failure or delay on its part to perform any of its duties set forth in this Indenture as aresult of the unavailability of LIBOR (or other applicable Reference Rate) and absence of adesignated replacement Reference Rate, including as a result of any inability, delay, error orinaccuracy on the part of any other transaction party, including without limitation the Collateral

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Manager, in providing any direction, instruction, notice or information required or contemplated bythe terms of this Indenture and reasonably required for the performance of such duties. TheCalculation Agent shall, in respect of any Interest Determination Date, have no liability for theapplication of LIBOR as determined on the previous Interest Determination Date if so requiredunder the definition of LIBOR. If the Calculation Agent at any time or times determines in itsreasonable judgment that guidance is needed to perform its duties, or if it is required to decidebetween alternative courses of action, the Calculation Agent may (but is not obligated to)reasonably request guidance in the form of written instructions (or, in its sole discretion, oralinstruction followed by written confirmation) from the Collateral Manager, including withoutlimitation in respect of facilitating or specifying administrative procedures with respect to thecalculation of any Reference Rate, on which the Calculation Agent shall be entitled to rely withoutliability. The Calculation Agent shall be entitled to refrain from action pending receipt of suchinstruction.

ARTICLE VIII

SUPPLEMENTAL INDENTURES

Supplemental Indentures without Consent of Holders. TheSection 8.1Co-Issuers, when authorized by Resolutions, the Asset Manager and the Trustee, at any time andfrom time to time may, but will not be required to, enter into one or more indenturessupplemental hereto, in form satisfactory to the Trustee:

without the consent of any Holder (except as expressly noted below), for(a)the following purposes:

to evidence the succession of another Person to either of the Co-Issuers(i)and the assumption by any such successor Person of its covenants herein and in the Notespursuant to Section 7.10 or 7.11, the change of the name of the Issuer or Co-Issuer inconnection with a change of name or identity of the Asset Manager or to avoid the use ofa trade name or trademark in respect of which the Issuer or Co-Issuer does not have alicense;

to add to the covenants of either of the Co-Issuers or the Trustee for the(ii)benefit of the Holders or to surrender any right or power herein conferred upon either ofthe Co-Issuers;

to evidence and provide for the acceptance of appointment hereunder by a(iii)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 Section 6.10, 6.12 and 6.13;

to convey, transfer, assign, mortgage or pledge any property permitted to(iv)be acquired under this Indenture to or with the Trustee or to correct or amplify thedescription of any property at any time subject to the lien of this Indenture, or to betterassure, convey and confirm unto the Trustee any property subject or required to besubjected to the lien of this Indenture (including, without limitation, any and all actions

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necessary or desirable as a result of changes in law or regulations) or to subject to the lienof this Indenture any additional property permitted to be acquired under this Indenture;

to modify the restrictions on and procedures for resale and other transfer of(v)Notes in accordance with any change in any ERISA or other applicable law or regulation(or the interpretation thereof) or to enable the Co-Issuers to rely upon any less restrictiveexemption from registration under the Securities Act, the Investment Company Act orother applicable law or to remove restrictions on resale and transfer to the extent notrequired thereunder, in each case as evidenced by an Opinion of Counsel;

to provide for and/or facilitate the issuance of Additional Notes to the(vi)extent permitted by Section 2.12 or Section 9.1 and to extend to such Additional Notes(to the extent explicitly provided herein) the benefits and provisions of this Indenture;

to take any action necessary or advisable to (A) prevent either of the(vii)Co-Issuers, the Trustee, any Paying Agent or the Holders of any Class of Notes frombecoming subject to (or to otherwise minimize) withholding or other taxes, fees orassessments, including by achieving Tax Account Reporting Rules Compliance, (B)prevent the Issuer from being treated, or to reduce the risk of the Issuer being treated, asengaged in a trade or business within the United States for U.S. federal income taxpurposes or otherwise being subject to tax on a net income basis in any jurisdiction or (C)implement any Bankruptcy Subordination Agreement;

to make such changes as will be necessary or advisable in order for the(viii)Notes to be listed or de-listed on an exchange, including the Irish Stock Exchange;provided that any such listing will not cause the Issuer to be treated as a publicly tradedpartnership taxable as a corporation for U.S. federal income tax purposes unless (A)100% of each Class of Issuer Only Notes has consented to such supplemental indentureand (B) the Corporate Condition has been satisfied with respect to such supplementalindenture;

to amend, modify or otherwise accommodate changes to this Indenture to(ix)comply with any rule or regulation enacted by regulatory agencies of the U.S. federalgovernment or any stock exchange after the Closing Date that are applicable to the Notesand/or either of the Co-Issuers;

to facilitate the delivery and maintenance of the Notes in accordance with(x)the requirements of DTC, Euroclear or Clearstream;

to reduce the Authorized Denominations of any Class subject to applicable(xi)law; provided, that such reduction will not cause the Issuer to be unable to rely on anysafe harbor to avoid treatment as a publicly traded partnership taxable as a corporation forU.S. federal income tax purposes;

to provide for and/or facilitate a Redemption Financing, Refinancing or(xii)Re-Pricing in accordance with Section 9.1 or Section 9.4, respectively (including the

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establishment of a non-call period or prohibition on the future Re-Pricing or Refinancingof the Refinancing Obligations or Re-Priced Class);

to make any modification determined by the Asset Manager to be(xiii)necessary in order for a Refinancing or a Re-Pricing not to be subject to any RiskRetention Requirements;

to modify the Rule 17g-5 Procedures;(xiv)

to correct any inconsistency or typographical or other error, to cure any(xv)defect or ambiguity in this Indenture or to conform this Indenture to the OfferingCircular;

to permit the Issuer to enter into any agreements not expressly prohibited(xvi)by this Indenture as well as to permit the Issuer to enter into any agreement, amendment,modification or waiver which the Issuer may determine will not materially and adverselyaffect the interest of any Holder or beneficial owner of Notes (other than any Class thathas given any required consent to such supplemental indenture in accordance withSection 8.2(a));

to amend this Indenture or the Notes in any manner which the Issuer may(xvii)determine will not have a material and adverse effect on any Class of Notes (other thanany Class that has given any required consent to such supplemental indenture inaccordance with Section 8.2(a));

with the consent of a Majority of the Controlling Class, to evidence any(xviii)waiver or elimination by the Rating Agency of any requirement or condition with respectto it set forth herein;

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

to change the date within the month on which reports are required to be(xx)delivered under this Indenture;

to take any action necessary or advisable for any Bankruptcy(xxi)Subordination Agreement; and to (A) issue a new Note or Notes in respect of, or issueone or more sub classes of, any Class of Notes, in each case, with new identifiers(including CUSIPs, ISINs and Common Codes, as applicable) in connection with anyBankruptcy Subordination Agreement; provided, that any sub-class of a Class of Notesissued pursuant to this clause (xxi) shall be issued on identical terms as, and rank parripassu in all respects with, the existing Notes of such Class and (B) provide for proceduresunder which beneficial owners of such Class that are not subject to a BankruptcySubordination Agreement may take an interest in such new Note or Notes or sub-classes;

with the consent of a Supermajority of the Section 13 Banking Entities(xxii)(voting collectively), a Majority of the Subordinated Notes and a Majority of theControlling Class, to amend, modify or otherwise change provisions in this Indenture so

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that (1) the Issuer is not a "covered fund" under the Volcker Rule, (2) any Class of RatedNotes will not constitute "ownership interests" under the Volcker Rule or (3) the Issuerwill qualify for the loan securitization exclusion under the Volcker Rule;

with the consent of a Majority of the Subordinated Notes and a Majority of(xxiii)the Controlling Class, to conform to ratings criteria and other guidelines (including anyalternative methodology published by the Rating Agency) relating to collateral debtobligations in general published by the Rating Agency; or

to make any modification determined by the Asset Manager to be(xxiv)necessary or advisable in order for the Asset Manager to comply with the Risk RetentionRequirements, including (without limitation) in connection with a Refinancing,Re-Pricing, additional issuance of Notes or material amendment to any of the TransactionDocuments; or

to change the base rate component of the Interest Rate applicable to the(xxv)Floating Rate Notes and to make such other amendments as are necessary or advisable inthe reasonable determination of the Asset Manager to facilitate such change (including,without limitation, any modifications to the Interest Coverage Tests); provided that theDesignated Reference Rate Condition has been satisfied; provided, further, that unless thebase rate chosen by the Asset Manager is a Designated Reference Rate, a Majority of theControlling Class and a Majority of the Subordinated Notes consents to such base rate(any such supplemental indenture, a "Reference Rate Amendment").

provided, however, that if a Majority of the Class A Notes (so long as the Class ANotes are Outstanding) or a Majority of the Subordinated Notes has provided written notice of itsobjection to the Trustee within 20 Business Days of notice of a proposed amendment pursuant toclauses (xv), (xvi) or (xvii) above based upon such Majority's reasonable determination that suchproposed amendment would have a material and adverse effect on the interests of the Class ANotes or the Subordinated Notes, as applicable, and providing the basis for such reasonabledetermination, the Trustee will not proceed with such amendment under such clause.

Supplemental Indentures with Consent of Holders. (a) With theSection 8.2consent of (x) a Majority of each Class materially and adversely affected thereby and (y) theAsset Manager, the Trustee and Co-Issuers may enter into one or more indentures supplementalhereto to add any provisions to, or change in any manner or eliminate any of the provisions of,this Indenture or modify in any manner the rights of the Holders of such Class under thisIndenture; provided, however, that the consent of 100% of each Class materially and adverselyaffected thereby shall be required for the Trustee and the Issuer to enter into one or moreindentures supplemental hereto that would:

w(i)ith respect to the Senior Notes: (A) change the Stated Maturity or the due date of anyinstallment of interest; (B) reduce the principal amount, the Interest Rate (other than inconnection with a Re-Pricing or a Reference Rate Amendment) or the Redemption Price;(C) change (x) the earliest possible Redemption Date for such Class, (y) provisions of thisIndenture relating to the application of proceeds of any Collateral to payments, or (z) any

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place where, or the currency in which, any payment is made; or (D) impair the right toinstitute suit for the enforcement of any such payment on or after the Stated Maturitythereof (or, in the case of redemption, on or after the applicable Redemption Date);

reduce the percentage of the Aggregate Outstanding Amount of each Class(ii)whose consent is required for the authorization of any such supplemental indenture or forany waiver of compliance with provisions of this Indenture or any Default hereunder orits consequences (including remedies) provided for in this Indenture;

impair or adversely affect the Collateral held on the date of such(iii)supplemental indenture, except as otherwise expressly permitted in this Indenture;

permit the creation of any lien ranking prior to or on a parity with the lien(iv)of this Indenture with respect to any part of the Collateral or terminate such lien on anyproperty at any time subject thereto (other than in connection with the sale thereof inaccordance with, or as otherwise expressly permitted in, this Indenture) or deprive theSecured Parties of the security afforded by the lien of this Indenture, except as expresslypermitted hereunder;

reduce the percentage of the Aggregate Outstanding Amount of each Class(v)whose consent is required to request the Trustee to preserve the Collateral or rescind theTrustee's election to preserve the Collateral pursuant to Section 5.5 or to sell or liquidatethe Collateral pursuant to Section 5.4 or Section 5.5;

modify any of the provisions of this Section 8.2, except to increase any(vi)percentage vote or consent required or to provide that additional provisions of thisIndenture cannot be modified or waived without the consent of the Holders; or

modify the definition of the term "Outstanding" or the Priority of(vii)Payments set forth in Section 11.1 or Section 13.1.

With the consent of a Majority of the Controlling Class and a Majority of(b)the Subordinated Notes, to modify any Concentration Limit, any Reinvestment Requirement, theCollateral Quality Test or any defined term utilized in the determination of the Collateral QualityTest.

With the consent of 100% of each Class of Issuer Only Notes and subject(c)to the Issuer's receipt of a Co-Issued Note Tax Opinion, the Trustee and the Co-Issuers mayexecute one or more supplemental indentures to make any changes as will be necessary oradvisable to permit the Issuer to form one or more wholly owned subsidiaries, each of which is aspecial purpose vehicle treated as a corporation for U.S. federal income tax purposes and formedfor the purpose of holding an asset in connection with a workout or restructuring of a CollateralObligation that could cause the Issuer to be treated as engaged in a trade or business in the UnitedStates for U.S. federal income tax purposes.

With the consent of 100% of each Class of Issuer Only Notes, the Trustee(d)and the Co-Issuers may execute one or more supplemental indentures to make any changesrequired for, or related to, the Issuer being taxable as a corporation for U.S. federal income tax

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purposes (whether as a result of an election to be so treated or an action that causes the Issuer to betreated as a publicly traded partnership) if clauses (a) through (c) of the Corporate Condition havebeen satisfied with respect to such supplemental indenture.

Execution of Supplemental Indentures. (a) The Trustee is herebySection 8.3authorized to join in the execution of any such supplemental indenture and to make any furtherappropriate agreements and stipulations which may be therein contained, but the Trustee shallnot be obligated to enter into any such supplemental indenture which affects the Trustee's ownrights, duties, liabilities or indemnities under this Indenture or otherwise, except to the extentrequired by law.

No later than 20 Business Days prior to the execution of any proposed(b)supplemental indenture (except, with respect to any Person, to the extent such Person agrees to ashorter period or waives such notice), the Trustee, at the expense of the Issuer, shall provide to theAsset Manager, the Holders and the Rating Agency a copy of such supplemental indenture (or adescription of the substance thereof). If the required percentage of Holders of each Class fromwhich consent is required for a supplemental indenture pursuant to Section 8.2 has consented, therequirement to provide the Holders a copy of the proposed supplemental indenture (or a descriptionof the substance thereof) shall be deemed to be satisfied. It shall not be necessary for any Act ofHolders to approve the particular form of any proposed supplemental indenture, but it shall besufficient if such Act shall approve the substance thereof.

In executing or accepting the additional trusts created by any supplemental(c)indenture permitted by this Article VIII or the modifications thereby of the trusts created by thisIndenture, the Trustee shall be entitled to receive, and (subject to Section 6.1 and 6.3) shall be fullyprotected in relying in good faith upon an Opinion of Counsel to the effect that the execution ofsuch supplemental indenture is authorized or permitted by this Indenture and that all conditionsprecedent thereto have been complied with. The Co-Issuers and the Trustee may each rely on acertificate of an Authorized Officer or other relevant Person (including an investment banking firmfamiliar with the Notes and the market for the Notes as to the economic effect) as to whether theHolders of any Class would not be materially and adversely affected by a supplemental indenturepursuant to Section 8.1(a)(xvi) or (xvii) or Section 8.2(a) and such determination shall beconclusive and binding on all present and future Holders; provided that, if a Majority of the ClassA Notes (so long as the Class A Notes are Outstanding) or a Majority of the Subordinated Notesprovides the written notice described in Section 8.1(a) to the Trustee with respect to a proposedamendment pursuant to Section 8.1(a)(xv), (xvi) or (xvii) or a Majority of any Class provide noticeto the Trustee of their determination based upon such Majority's reasonable determination that aproposed amendment under Section 8.2(a) would have material and adverse effect on such Class,the Trustee shall be bound by such Majority's determination. The Trustee may, but shall not beobligated to, enter into any such supplemental indenture which affects the Trustee's own rights,duties or indemnities under this Indenture or otherwise.

Notwithstanding the foregoing, any Class of Notes being refinanced will bedeemed not to be materially and adversely affected by any terms of the supplemental indenturerelated to such Refinancing. Any Non-Consenting Holder will be deemed not to be materiallyand adversely affected by any terms of the supplemental indenture related to, in connection withor to become effective on immediately after the Re-Pricing Redemption Date.

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Notwithstanding anything in this Indenture to the contrary, the Issuer shall(d)not permit to become effective, and the Asset Manager shall not be bound to follow, anyamendment or supplement to this Indenture that would (i) increase the duties or liabilities of,reduce or eliminate any right or privilege of (including as a result of an effect on the amount or thepayment priority of any Asset Management Fees or other amounts payable to the Asset Manager)or result in adverse economic consequences to the Asset Manager (in such capacity), (ii) directly orindirectly modify the restrictions on the purchases or sales of Collateral Obligations set forth inArticle XII, the Concentration Limits or the Reinvestment Requirements, (iii) constitute anamendment under Section 8.1(a)(xvi) or (xvii) or Section 8.2(b), (iv) expand or restrict the AssetManager's discretion under this Indenture or the Asset Management Agreement, or (v) adverselyaffect the Asset Manager, without the prior written consent of the Asset Manager, such consent notto be unreasonably withheld or delayed; provided, that the Asset Manager may withhold its consentin its sole discretion if such amendment or supplement affects the amount, timing or priority ofpayment of the Asset Management Fees or increases or adds to the obligations of the AssetManager.

Promptly after the execution by the Issuer and the Trustee of any(e)supplemental indenture, the Trustee, at the expense of the Issuer, shall provide to the Holders, theAsset Manager and the Rating Agency, a copy thereof. Any failure of the Trustee to provide suchnotice, or any defect therein, shall not, however, in any way impair or affect the validity of anysuch supplemental indenture.

If any supplemental indenture permits the Issuer to enter into a hedge,(f)swap or derivative transaction (each a "hedge agreement"), the Co-Issuers and the Trustee will notenter into such supplemental indenture without the consent of a Supermajority of the Section 13Banking Entities (voting collectively), a Majority of the Subordinated Notes and a Majority of theControlling Class; provided that such supplemental indenture will require that, before entering intoany such hedge agreement, the following conditions are satisfied: (A) the Issuer receives a writtenopinion of counsel to the effect that either (1) the Issuer entering into such hedge agreement willnot cause it to be considered a "commodity pool" as defined in Section 1a(10) of the CommodityExchange Act, as amended or (2) if the Issuer would be a commodity pool, (a) that the AssetManager, and no other party, would be the "commodity pool operator" and "commodity tradingadviser"; and (b) with respect to the Issuer as the commodity pool, the Asset Manager is eligiblefor an exemption from registration as a commodity pool operator and commodity trading adviserand all conditions precedent to obtaining such an exemption have been satisfied; (B) the AssetManager agrees in writing (or the supplemental indenture requires) that for so long as the Issuer isa commodity pool, it will take all actions necessary to ensure ongoing compliance with theapplicable exemption from registration as a commodity pool operator and commodity tradingadviser with respect to the Issuer, and any other actions required as a commodity pool operator andcommodity trading adviser with respect to the Issuer; (C) the Issuer receives a written opinion ofcounsel to the effect that the Issuer entering into such hedge agreement will not, in and of itself,cause the Issuer to be considered a "covered fund" as defined for purposes of the Volcker Rule orfail to qualify for the loan securitization exclusion under the Volcker Rule; (D) the Issuer hasreceived Rating Agency Confirmation with respect to the Issuer entering into such hedgeagreement; and (E) the Asset Manager certifies that (1) the written terms of the hedge agreement

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directly relate to the Collateral Obligations and the Notes and (2) such hedge agreement reducesthe interest rate and/or foreign exchange risks related to the Collateral Obligations and the Notes.

The Asset Manager shall not be bound by any supplemental indenture until(g)it has received a copy of such supplemental indenture and, unless the Asset Manager has beengiven prior written notice of such supplemental indenture and has consented thereto in writing.

Notwithstanding the foregoing in this Section 8.3, in no case will a supplementalindenture that becomes effective on or after the Redemption Date of any Class of Notes beconsidered to have a material adverse effect on any Holder of such Class (provided that theredemption of such Class is effected on such Redemption Date), and no Holder of such Classshall have an objection right or consent right to such supplemental indenture on the basis of amaterial and adverse effect.

Effect of Supplemental Indentures. Upon the execution of anySection 8.4supplemental indenture under and in compliance with this Article VIII this Indenture shall bemodified in accordance therewith, and such supplemental indenture shall form a part of thisIndenture for all purposes; and every Holder of Notes theretofore and thereafter authenticated anddelivered hereunder shall be 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 Applicable Issuer shall, bear a notation in form approvedby the Trustee as to any matter provided for in such supplemental indenture. If the ApplicableIssuer shall so determine, new Notes, so modified as to conform in the opinion of the ApplicableIssuer to any such supplemental indenture, may be prepared and executed by the ApplicableIssuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

Re-Pricing Amendment. For the avoidance of doubt, theSection 8.6Co-Issuers and the Trustee may, without regard for the provisions of this Article VIII and withthe consent of the Asset Manager, enter into a supplemental indenture pursuant to Section 9.4solely to (a) modify the spread over LIBORthe Reference Rate or stated interest rate applicable tothe Re-Priced Class and (b) in the case of an issuance of Re-Pricing Replacement Notes, issuesuch Re-Pricing Replacement Notes.

ARTICLE IX

REDEMPTION

Optional Redemption; Election to Redeem. (a) At the direction ofSection 9.1the Required Redemption Percentage to the Issuer (with a copy to the Trustee who will promptlyforward such notice to the Asset Manager) and with the consent of the Asset Manager, the Issuerwill redeem the Senior Notes at their respective Redemption Prices on any (i) Business Day afterthe last day of the Non-Call Period; or (ii) Business Day during or after the last day of theNon-Call Period upon the occurrence and during the continuance of a Tax Event, subject to therequirements and conditions set forth below.

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The redemption direction may specify a redemption of one or more specifiedClasses of Senior Notes (in whole but not in part) with Refinancing Proceeds (each, a"Refinancing") or, if a Refinancing is not specified, the Issuer will redeem each Class of SeniorNotes (in whole but not in part) (a "Senior Notes Redemption"). For purposes of a Refinancingor a Senior Notes Redemption, each Pari Passu Class will constitute a separate Class. On anyBusiness Day on or after the Senior Notes have been redeemed or paid in full, the SubordinatedNotes (in whole but not in part) will be redeemed (an "Equity Redemption") at the direction ofthe Required Redemption Percentage to the Issuer (with a copy to the Trustee) and with theconsent of the Asset Manager.

To effect a Senior Notes Redemption, the Asset Manager will direct the(b)disposition of the Collateral to the extent necessary to fund such redemption; provided that theAsset Manager (on behalf of the Issuer), with the consent of a Majority of the Subordinated Notes,may, in lieu of directing the disposition of all or a portion of the Collateral, obtain a loan, credit orsimilar facility from one or more financial institutions or purchasers (collectively, "RedemptionFinancing"). The Issuer will provide notice to the Rating Agency at least five Business Days priorto the execution of Redemption Financing and may enter into a supplemental indenture pursuant toArticle VIII to facilitate Redemption Financing (including, without limitation, to Grant a securityinterest to the Redemption Financing lender). The Holders of the Subordinated Notes shall nothave any cause of action against any of the Co-Issuers, the Asset Manager or the Trustee for anyfailure to obtain Redemption Financing.

No Senior Notes Redemption may occur unless, at least five Business Days priorto the applicable Redemption Date, the Asset Manager:

certifies to the Trustee that the Issuer has entered into one or more binding(i)commitments to sell, not later than the Business Day immediately preceding suchRedemption Date, all or part of the Pledged Collateral Obligations; or

certifies to the Trustee, prior to the sale of any Pledged Collateral(ii)Obligations, that in its reasonable business judgment the expected Sale Proceeds, anyRedemption Financing and other funds expected to be available for distribution on suchRedemption Date would be at least sufficient to pay (A) the Redemption Price on all ofthe Senior Notes, (B) all Administrative Expenses and (C) any accrued and unpaid AssetManagement Fees (collectively, the "Senior Notes Redemption Amount").

In the case of an Equity Redemption, the Asset Manager will direct the(c)disposition of any remaining Collateral; provided that the Asset Manager (on behalf of the Issuer),with the consent of a Majority of the Subordinated Notes, may, in lieu of directing the dispositionof all or a portion of the Collateral, obtain Redemption Financing in an amount equal to the MarketValue Amount of such Collateral determined by (x) the Asset Manager or (y) an Independent partythat regularly provides valuation of obligations similar to the remaining Collateral retained by theIssuer. No Equity Redemption may occur unless the expected proceeds available for distributionon the proposed Redemption Date would be at least sufficient to pay all Administrative Expensesand other fees and expenses payable under the Priority of Payments (including, without limitation,

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any Dissolution Expenses and any other amounts required to be reserved for post-redemptionexpenses).

To effect a Refinancing, the Issuer will obtain Redemption Financing or(d)shall issue Notes (the "Replacement Notes" and, together with Redemption Financing,"Refinancing Obligations") with the terms, priorities and conditions set forth in a supplementalindenture (prepared by the Issuer or the Asset Manager on its behalf) and will redeem one or moredesignated Classes of Senior Notes ("Redeemed Notes") from the Refinancing Proceeds. NoRefinancing will occur unless (i) the Asset Manager has consented, (ii) the Replacement Notes areissued pursuant to a supplemental indenture and (iii)(A) in the case of a Refinancing of all theRated Notes, the Refinancing Proceeds together with all other amounts available for distribution onthe Redemption Date are sufficient to pay the Redemption Prices of each Class of Redeemed Notesor (B) on a Partial Redemption Date, the Refinancing Proceeds (together with the PartialRedemption Interest Proceeds available in accordance with the Priority of Partial RedemptionPayments to pay the accrued interest portion of the Redemption Price) are sufficient to pay theRedemption Prices of each Class of Redeemed Notes.

In addition, if one or more Classes of Senior Notes will be Outstanding after such Refinancing,the following additional conditions must be satisfied (as certified by the Issuer or the AssetManager on its behalf):

the Aggregate Outstanding Amount of each class of Refinancing(i)Obligations equals the Aggregate Outstanding Amount of the corresponding Class ofRedeemed Notes;

the interest rate spread over LIBORthe Reference Rate payable in respect(ii)of each class of Refinancing Obligations is less than or equal to the interest rate spreadover LIBORthe Reference Rate payable on the corresponding Class of Redeemed Notes;

the stated maturity of each class of Refinancing Obligations is the same as(iii)the Stated Maturity of the corresponding Class of Redeemed Notes;

no class of Refinancing Obligations will have a higher priority of right of(iv)payment than the corresponding Class of Redeemed Notes;

the Voting Rights of each class of Refinancing Obligations are the same as(v)the Voting Rights of the corresponding Class of Redeemed Notes;

the Rating Agency has been notified of such Refinancing;(vi)

the Trustee receives Tax Advice to the effect that the Refinancing will not(vii)alter the U.S. federal income tax characterization, as expressed at the time of issuance, ofany Senior Notes that will be Outstanding after the Refinancing and which have beentreated as issued for U.S. federal income tax purposes prior to the Refinancing;

if any Refinancing Obligations will be issued or treated as issued with(viii)more original issue discount than the Notes of the corresponding existing Class that havealready been issued or treated as issued for U.S. federal income tax purposes, taking into

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account the qualified reopening rules, those Refinancing Obligations will be issued with aseparate CUSIP from the Notes of the corresponding existing Class;

the Refinancing Obligations have the same U.S. federal income tax(ix)characterization as any Class of Notes Outstanding that are parri passu with suchcorresponding class of Refinancing Obligations, disregarding for this purpose the taxcharacterization of any Notes held by a Sole Equity Owner or the effect of any regulationsthat would treat debt as equity for periods in which it is held by a Holder or beneficialowner that is related to the issuer of such debt; and

any class of Refinancing Obligations that may be treated as equity interests(x)of the Issuer for U.S. federal income tax purposes have the same AuthorizedDenominations and are subject to the same ownership and transfer restrictions as anyClass of Notes Outstanding that are pari passu with such corresponding class ofRefinancing Obligations.

For the avoidance of doubt, the Asset Manager may consent, or withhold consentto a Refinancing in its sole discretion and unless it consents to do so, none of the Asset Manageror any Affiliate of the Asset Manager will be under any obligation to purchase any obligations ofthe Issuer in connection with such Refinancing.

Expenses relating to the offering of the Replacement Notes will be paid asAdministrative Expenses. For the avoidance of doubt, any Administrative Expenses relating to aRefinancing may be paid on the Refinancing Date and/or one or more Payment Dates followingthe Refinancing Date pursuant to the Priority of Payments.

The Holders of the Subordinated Notes shall not have any cause of action againstany of the Co-Issuers, the Asset Manager or the Trustee for any failure to obtain a Refinancing.Notwithstanding anything else herein, if a Refinancing is obtained meeting the requirementsspecified above as certified by the Asset Manager, the Issuer and the Trustee shall amend thisIndenture to the extent necessary to reflect the terms of the Refinancing and no further consentfor such amendments shall be required from the Holders of Notes other than the Holders of theSubordinated Notes directing or consenting to the redemption (if any).

The election of the Issuer to redeem the Securities will be evidenced by an(e)Issuer Order directing the Trustee to make the payment to the Paying Agent of the RedemptionPrices from funds in the Payment Account in accordance with the Priority of Payments. The Issuershall deposit, or cause to be deposited, the funds required for a Senior Notes Redemption or anEquity Redemption in the Payment Account at least one Business Day prior to the RedemptionDate.

Notwithstanding the foregoing, the Issuer shall continue to hold funds on depositin the Credit Facility Reserve Account to the extent required to meet the Issuer's futureobligations with respect to the Unfunded Amount of any Credit Facility on the date of the IssuerOrder directing the Optional Redemption may not be terminated until the later of (i) the seventhday prior to the Redemption Date and (ii) the last date on which an Optional Redemption may becancelled under Section 9.2(d).

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Notice of Optional Redemption; Cancellation. (a) The Issuer shallSection 9.2give notice of an Optional Redemption to the Trustee, the Asset Manager and the Rating Agency(which notice shall include the Redemption Date, the applicable Record Date, the principalamount of each Class of Securities to be redeemed on such Redemption Date and the respectiveRedemption Prices) in accordance with Section 9.1 at least 30 days prior to the Redemption Date(unless the Trustee and the Asset Manager shall agree to a shorter notice period of not less than10 days).

The Trustee shall give notice of an Optional Redemption to each Holder(b)not less than ten days prior to the applicable Redemption Date. All notices of redemption willstate:

the applicable Redemption Date;(i)

the Aggregate Outstanding Amount and Redemption Price of each Class(ii)of Securities being redeemed (which, for the Subordinated Notes, may be estimated);

that the amount payable in respect of the redeemed Securities will be(iii)limited to the applicable Redemption Price;

the place or places where the Certificated Securities subject to Optional(iv)Redemption are to be surrendered upon payment of such Redemption Price; and

that such redemption may be cancelled upon the occurrence of certain(v)conditions, as provided in this Indenture.

Failure to give notice of an Optional Redemption to any Holder, or any(c)defect therein, shall not impair or affect the validity of the redemption of, or principal payment on,any other Notes.

An Optional Redemption will be cancelled:(d)

if Section 9.1(b) is applicable and the Asset Manager does not deliver the(i)evidence or certifications described therein at least five Business Days prior to theapplicable Redemption Date in form satisfactory to the Trustee;

at the direction of the Required Redemption Percentage; provided that (a)(ii)the Trustee and the Asset Manager receive written notice of such revocation prior to thethird Business Day preceding the related Redemption Date and (b) prior to suchnotification no irrevocable steps have been taken with respect to liquidating the CollateralObligations in connection with such Optional Redemption or marketing the RefinancingObligations in the case of a Refinancing; or

at the direction of the Issuer no later than the Business Day before the(iii)Redemption Date if available funds will be less than the Senior Notes RedemptionAmount.

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At the cost of the Issuer, the Trustee shall give notice to the Asset Manager, eachHolder and the Rating Agency of any cancellation of an Optional Redemption no later than, inthe case of (d)(i) and (d)(ii), two Business Days prior to the Redemption Date and, with respectto (d)(iii), on the Redemption Date.

Within seven days of receipt by the Trustee and the Issuer of notice from(e)any Holder of Subordinated Notes (or, in the case of a Tax Event, any Affected Class) holding lessthan the Required Redemption Percentage that it wishes to direct an Optional Redemption, theTrustee shall forward such notice to the other Holders of such Class informing them of receipt ofthe notice and that any such Holder may join in directing an Optional Redemption by providingwritten notice to the Issuer and the Trustee on or before the date specified by the Trustee in thenotice (which shall be no less than seven days after the date of the Trustee's notice).

Notes Payable on Redemption Date. The Notes to be redeemedSection 9.3will, on the Redemption Date, become due and payable at the Redemption Price, and from andafter the Redemption Date (unless the Issuer shall default in the payment of the RedemptionPrice and accrued interest) Senior Notes will cease to bear interest. Upon final payment on aCertificated Security to be redeemed, the Holder shall present and surrender such CertificatedSecurity at the place specified in the notice of redemption on or prior to such Redemption Date;provided, that if there is delivered to the Co-Issuers and the Trustee (i) such security or indemnityas may be required by them to save each of them harmless and (ii) an undertaking thereafter tosurrender such Note, then, in the absence of notice to the Applicable Issuer and the Trustee thatthe applicable Note has been acquired by a Protected Purchaser, such final payment shall bemade without presentation or surrender. Installments of interest (including any Excess Interest)on Notes of a Class so to be redeemed whose Stated Maturity is on or prior to the RedemptionDate shall be payable to the Holders of such Notes, or one or more predecessor Notes, registeredas such at the close of business on the relevant Record Date according to the terms andprovisions of Section 2.7(c).

If any Note called for Optional Redemption is not be paid upon surrender on theRedemption Date, the principal thereof shall, until paid, bear interest from the Redemption Dateat the applicable Interest Rate for each successive Interest Period the Note remains Outstanding.

Re-Pricing of the Notes. (a) On any Business Day on or after theSection 9.4end of the Non-Call Period, at the written direction of the Asset Manager or a Majority of theSubordinated Notes (with the consent of the Asset Manager), the Issuer shall reduce the spreadover LIBORthe Reference Rate with respect to any Class of Re-Pricing Eligible Notes (suchreduction with respect to any such Class, a "Re-Pricing" and any Class of Rated Notes to besubject to a Re-Pricing, a "Re-Priced Class"); provided that the Issuer shall not conduct anyRe-Pricing unless each condition specified in this Section 9.4 is satisfied with respect thereto;provided, further, that after it receives notice of any Re-Pricing, the Trustee on behalf and at theexpense of the Issuer shall notify the Rating Agency in writing of such Re-Pricing. For purposesof a Re-Pricing, each Pari Passu Class will constitute a separate Class. For the avoidance ofdoubt, no terms of any Rated Notes other than the spread over LIBORthe Reference Rateapplicable thereto may be modified or supplemented in connection with a Re-Pricing, except thata non-call period may be established or further Re-Pricing or Refinancing prohibited with respect

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to the Re-Priced Class. In connection with any Re-Pricing, the Issuer may engage a broker-dealer(the "Re-Pricing Intermediary") upon the recommendation of the Asset Manager to assist theIssuer in the Re-Pricing.

At least 15 Business Days (or such shorter period of time as the Asset(b)Manager finds reasonably acceptable) prior to the proposed Re-Pricing Date, the Issuer, or theRe-Pricing Intermediary on behalf of the Issuer, shall cause to be posted notice to the Trustee'swebsite and deliver a notice in writing (with a copy to the Asset Manager, the Trustee and theRating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:

specify the proposed Re-Pricing Date and the proposed Re-Pricing Rate(i)(or rates);

request each Holder of the Re-Priced Class to approve the proposed(ii)Re-Pricing or provide a proposed Re-Pricing Rate at which they would consent to suchRe-Pricing that is within the range provided, if any, in clause (i) above (such proposal, a"Holder Proposed Re-Pricing Rate");

request each consenting Holder of the Re-Priced Class to provide the(iii)Aggregate Outstanding Amount of the Re-Priced Class that such Holder is willing topurchase at such Re-Pricing Rate (including within any range provided) specified in suchnotice (the "Holder Purchase Request"); and

state that the Issuer will have the right to (A) cause Non-Consenting(iv)Holders to sell their Notes of the Re-Priced Class on the Re-Pricing Date to one or moretransferees at a sale price equal to the Redemption Price or (B) redeem such Notes at theirRedemption Price;

provided that the Issuer at the direction of the Asset Manager may extend the Re-Pricing Date ordetermine the Re-Pricing Rate taking into consideration any Holder Proposed Re-Pricing Rates atany time up to two Business Days prior to the Re-Pricing Date.

Failure to give a notice of Re-Pricing, or any defect therein, to any Holder of any Re- PricedClass shall not impair or affect the validity of the Re-Pricing or give rise to any claim based uponsuch failure or defect. Any notice of a Re-Pricing may be withdrawn by the Asset Manager on orprior to the Business Day prior to the scheduled Re-Pricing Date by written notice to the Issuer,the Trustee and the Asset Manager (if applicable) for any reason. Upon receipt of such notice ofwithdrawal, the Trustee shall cause notice to be posted to the Trustee's website and send suchnotice to the Holders of Notes and the Rating Agency. The Trustee shall also arrange for noticeof any Re-Pricing and notice of any withdrawal of a notice of Re-Pricing to be delivered to theIrish Listing Agent to deliver to the Irish Stock Exchange so long as any Notes are listed thereonand so long as the guidelines of such exchange so require.

In the event 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 at least five Business Days prior tothe proposed Re-Pricing Date (such date as determined by the Issuer in its sole discretion), theIssuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver written notice thereof to

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any Holder of the Re-Priced Class who delivered a Holder Purchase Request with a HolderProposed Re-Pricing Rate that is equal to or less than the Re-Pricing Rate as determined by theAsset Manager (such request, an "Accepted Purchase Request") specifying the AggregateOutstanding Amount of the Notes of the Re-Priced Class that the Holder has agreed to purchasewith a Re-Pricing Rate equal to or less than such Holder Proposed Re-Pricing Rate.

In the event that the Issuer receives Accepted Purchase Requests with respect tomore than the Aggregate Outstanding Amount of the Notes of the Re-Priced Class held byNon-Consenting Holders, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shallcause the sale and transfer of such Notes or will sell Re-Pricing Replacement Notes to suchconsenting Holders and redeem Non-Consenting Holders' Notes, without further notice to theNon-Consenting Holders thereof, on the Re-Pricing Date to the Holders delivering AcceptedPurchase Requests with respect thereto, pro rata (subject to the applicable AuthorizedDenominations) based on the Aggregate Outstanding Amount of the Notes such Holdersindicated an interest in purchasing pursuant to their Holder Purchase Requests.

In the event that the Issuer receives Accepted Purchase Requests with respect toless than the Aggregate Outstanding Amount of the Notes of the Re-Priced Class held byNon-Consenting Holders, the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shallcause the sale and transfer of such Notes or will sell Re-Pricing Replacement Notes to suchconsenting Holders and, if applicable, conduct a redemption of Non-Consenting Holders' Notes,without further notice to the Non-Consenting Holders thereof, on the Re-Pricing Date to theHolders delivering Accepted Purchase Requests with respect thereto, and any excess Notes of theRe-Priced Class held by Non-Consenting Holders shall be sold to one or more purchasersdesignated by the Re-Pricing Intermediary on behalf of the Issuer or redeemed with Re-PricingProceeds.

All sales of Non-Consenting Holders' Notes or Re-Pricing Replacement Noteswill be completed only if the related Re-Pricing is completed in accordance with the provisionsof this Indenture and, in the case of sales of Non-Consenting Holders' Notes shall be made at theapplicable Redemption Price. The Holder of each Rated Note, by its acceptance of an interest inthe Rated Notes, agrees to sell and transfer its Rated Notes in accordance with this Indenture andagrees to cooperate with the Issuer and the Re-Pricing Intermediary (if any) to effect such salesand transfers. The Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliverwritten notice to the Trustee and the Asset Manager not later than one Business Day prior to theproposed Re-Pricing Date confirming that the Issuer has received written commitments topurchase all Notes of the Re-Priced Class held by Non-Consenting Holders.

The Issuer shall not effect any proposed Re-Pricing unless:(d)

the Co-Issuers and the Trustee shall have entered into a supplemental(i)indenture dated as of the Re-Pricing Date solely to modify the Interest Rate applicable tothe Re-Priced Class and/or, in the case of an issuance of Re-Pricing Replacement Notes,solely to issue such Re-Pricing Replacement Notes;

confirmation has been received that all Notes of the Re-Priced Class held(ii)by Non-Consenting Holders have been sold and transferred or redeemed;

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the Rating Agency shall have been notified of such Re-Pricing;(iii)

all expenses of the Issuer and the Trustee (including the fees of the(iv)Re-Pricing Intermediary and fees of counsel) incurred in connection with the Re-Pricingdo not exceed the amount of Interest Proceeds available to pay such AdministrativeExpenses after taking into account all amounts required to be paid pursuant to the Priorityof Interest Proceeds on the immediately succeeding Payment Date, unless such expensesshall have been paid or shall be adequately provided for by an entity other than the Issuer;

any Re-Pricing Replacement Notes will be issued or treated as issued with(v)more original issue discount than the Notes of the corresponding existing Class, takinginto account the qualified reopening rules, or otherwise will be issued with a separateCUSIP from the Notes of the corresponding existing Class; and

the Re-Pricing is conducted in compliance with the securities laws of all(vi)applicable jurisdictions.

If the Trustee receives written notice from the Issuer that a proposed Re-Pricingwill not proceed, the Trustee shall post notice to the Trustee's website and notify the Holders ofthe Notes and the Rating Agency.

The Trustee shall be entitled to receive, and (subject to Sections 6.1 and(e)6.3 hereof) shall be fully protected in relying upon an Opinion of Counsel stating that theRe-Pricing is permitted by this Indenture and that all conditions precedent thereto have beencomplied with. The Trustee may request and rely on an Issuer Order providing direction and anyadditional information requested by the Trustee in order to effect a Re-Pricing in accordance withthis Section 9.4. The Issuer shall direct the Trustee to segregate payments and take otherreasonable steps to effect the Re-Pricing, and the Trustee shall have the authority to take suchactions as may be directed by the Issuer or the Asset Manager to effect a Re-Pricing. In order togive effect to the Re-Pricing, the Issuer may, to the extent necessary, obtain and assign a separateCUSIP or CUSIPs to the Notes of each Class held by consenting Holders or Non-ConsentingHolders.

Notice of Re-Pricing shall be given by the Trustee at the expense of the(f)Issuer not less than 10 Business Days prior to the proposed Re-Pricing Date to each Holder ofNotes of the Re-Priced Class (with a copy to the Asset Manager) specifying the applicableRe-Pricing Date, Re-Pricing Rate and Redemption Price. Failure to give a notice of Re-Pricing, orany defect therein, to any holder of any Re-Priced Class shall not impair or affect the validity of theRe-Pricing or give rise to any claim based upon such failure or defect.

Any notice of a Re-Pricing may be withdrawn by the Asset Manager on or prior tothe Business Day prior to the scheduled Re-Pricing Date by written notice to the Issuer and theTrustee for any reason. Upon receipt of such notice of withdrawal, the Trustee shall send suchnotice to the Holders of Notes and the Rating Agency.

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ARTICLE X

ACCOUNTS, ACCOUNTINGS, RELEASES AND PAYMENTS

Collection; General Account Requirements. (a) Except asSection 10.1otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shallreceive and collect, directly and without intervention or assistance of any fiscal agent or otherintermediary, all property payable to or receivable by the Trustee pursuant to this Indenture,including all payments due on the Pledged Obligations, in accordance with the terms andconditions of such Pledged Obligations. The Trustee shall segregate and hold all such propertyreceived by it in trust for the benefit of the Secured Parties and shall apply it as provided in thisIndenture.

The accounts established by the Trustee pursuant to this Article X may(b)include any number of sub-accounts for convenience in administering the Collateral. TheAccounts specified in Section 10.2 and 10.3 shall be established on or before the Closing Date.

Each Account shall be an Eligible Account established with an(c)Intermediary that is an Eligible Institution in the name of the Trustee for the benefit of the SecuredParties and maintained pursuant to an Account Agreement providing, inter alia, that theestablishment and maintenance of such Account will be governed by the law of a jurisdictionsatisfactory to the Issuer and the Trustee. All funds held by or deposited with the Trustee in anyAccount shall be held in trust for the benefit of the Secured Parties. The Trustee agrees to give theIssuer and the Asset Manager immediate notice if any Account or any funds on deposit therein, orotherwise to the credit of such Account, shall become subject to any writ, order, judgment, warrantof attachment, execution or similar process. The Co-Issuer will have no legal, equitable orbeneficial interest in an Account.

The Trustee (as directed by the Asset Manager, which may be in the form(d)of a standing instruction) shall invest or cause the investment of all funds received into or retainedin the Accounts (other than the Payment Account, the Custodial Account and the Tax ReserveAccount) in Eligible Investments (unless otherwise required under this Indenture and except whensuch funds shall be required to be disbursed under this Indenture) maturing on or before the nextPayment Date, except as specified below. If the Trustee has not received investment instructionsfrom the Asset Manager, the Trustee shall seek instructions from the Asset Manager within threeBusiness Days after transfer of funds to any such Accounts. If the Trustee does not thereuponreceive instructions from the Issuer or the Asset Manager within five Business Days after transferof such funds to any such Accounts, it shall invest and reinvest the funds held in any suchAccounts, as fully as practicable in the U.S. Bank Money Market Deposit Account (or otherstandby Eligible Investment identified in writing by the Issuer or the Asset Manager on its behalf).

The Trustee shall not in any way be held liable by reason of any(e)insufficiency of funds in any Account resulting from any loss relating to any such investment andwill not be liable for the selection of investments.

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Collection Account. (a) In accordance with Section 10.1, theSection 10.2Trustee shall establish at the Intermediary segregated non-interest bearing trust accounts, whichshall be designated the "Interest Collection Account" and the "Principal Collection Account."The Trustee shall, immediately upon receipt, or upon transfer from any Account as permittedhereunder, deposit into (i) the Interest Collection Account, all Interest Proceeds and (ii) thePrincipal Collection Account, all Principal Proceeds, in each case as required by clause (b)below.

Deposits. The Trustee shall promptly upon receipt deposit in the Interest(b)Collection Account or the applicable Principal Collection Account all funds and property receivedby the Trustee and (x) designated for deposit in the applicable Collection Account or (y) notdesignated under this Indenture for deposit in any other Account, including:

all proceeds received from the disposition of any Collateral (unless(i)simultaneously reinvested in Collateral Obligations or in Eligible Investments);

all Interest Proceeds and Principal Proceeds (other than, prior to the(ii)Effective Date, Uninvested Proceeds); and

such funds as the Issuer may, but under no circumstances will be required(iii)to, deposit or cause to be deposited from time to time in the Collection Account asInterest Proceeds.

Withdrawals. The only permitted withdrawal from or application of funds(c)or property on deposit in the Collection Account shall be in accordance with the provisions of thisIndenture, including:

as directed by the Asset Manager, (A)(1) on or prior to the Effective Date,(i)Principal Proceeds in the Principal Collection Account and (2) on or after the EffectiveDate but prior to the Determination Date related to the First Payment Date following theClosing Date, Interest Proceeds in an amount not greater than the Effective Date InterestDiversion Amount, in each case, may be used for the purchase of Collateral Obligationsin accordance with the requirements of this Indenture, and (B) on or after the RefinancingDate but prior to the Determination Date related to the first Payment Date after theRefinancing Date, Principal Proceeds in an amount not greater than the Effective DatePrincipal Diversion Amount may be applied as Interest Proceeds on each applicablePayment Date so long as the Effective Date Target Par is satisfied after giving effect tosuch diversion and the Effective Date Ratings Confirmation Condition has been satisfiedand (C) after the Refinancing Date, Principal Proceeds may be used for the purchase ofCollateral Obligations as permitted under and in accordance with the requirements ofArticle XII,

from time to time for the payment of Administrative Expenses pursuant to(ii)Section 11.2 or repurchase of Notes pursuant to Section 11.3,

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on the Business Day prior to each Payment Date, to the Payment Account(iii)for application pursuant to Section 11.1 and in accordance with the Payment DateInstructions, and

within one Business Day after receipt of any Distribution or other proceeds(iv)which are not cash, the Trustee shall so notify the Issuer and the Issuer shall, within fiveBusiness Days of receipt of such notice from the Trustee, sell such Distribution or otherproceeds for cash in an arm's length transaction to a Person that is not an Affiliate of theIssuer or the Asset Manager; provided that, subject to the requirements of Section 12.1,the Issuer need not sell such Distribution or other proceeds if the Asset Manager certifiesto the Trustee that (A) such Distribution or other proceeds constitute CollateralObligations or Eligible Investments or (B)(x) such Distribution or other proceeds will besold within any time period specified in Section 12.1, (y) the Issuer retaining suchDistribution or other proceeds is not otherwise prohibited by this Indenture and (z) theAsset Manager has determined (in consultation with counsel) that such Distribution orother proceeds were received in lieu of a debt previously contracted for purposes of theVolcker Rule.

Eligible Investments. Eligible Investments must mature no later than the(d)Business Day immediately preceding the next Payment Date; provided, however, if an Event ofDefault has occurred and is continuing, Eligible Investments must mature no later than the earlierof (i) 30 days after the date of such investment or (ii)(A) the Business Day immediately precedingthe next Payment Date or (B) if issued by the Bank in its capacity as a banking institution, no laterthan such Payment Date.

Additional Accounts.Section 10.3

Payment Account.(a)

Deposits. The Trustee shall promptly upon receipt deposit in the Payment(i)Account all funds and property designated in this Indenture for deposit in the PaymentAccount, including on the Business Day prior to each Payment Date, funds in theCollection Account in accordance with the Payment Date Instructions.

Withdrawals. The only permitted withdrawal from or application of funds(ii)or property on deposit in the Payment Account shall be in accordance with the provisionsof this Indenture, including on or before each Payment Date, as specified in the PaymentDate Instructions.

Expense Reserve Account.(b)

Deposits. The Trustee shall promptly upon receipt deposit in the Expense(i)Reserve Account all funds designated for deposit in the Expense Reserve Account,including:

funds designated in the Closing Certificate for deposit in the(A)Expense Reserve Account for the payment of organizational and other expenses

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incurred in connection with the issuance of the Securities but unpaid on or beforethe Closing Date, and

funds from Interest Proceeds as directed in accordance with(B)subclause (iii) of the Priority of Interest Proceeds.

Withdrawals. The only permitted withdrawal from or application of funds(ii)or property on deposit in the Expense Reserve Account shall be in accordance with theprovisions of this Indenture, including at the direction of the Asset Manager:

from time to time, at the direction of the Asset Manager on behalf(A)of the Issuer, to pay such expenses described in clause (i)(A) above,

from time to time for payments pursuant to Section 11.2, and(B)

on any Business Day, to the Collection Account as Interest(C)Proceeds.

Custodial Account.(c)

Deposits. The Trustee shall promptly upon receipt deposit in the(i)Custodial Account all property (other than cash) Delivered to the Trustee pursuant to thisIndenture.

Withdrawals. The only permitted withdrawal from or application of funds(ii)or property on deposit in the Custodial Account shall be in accordance with theprovisions of this Indenture.

Uninvested Proceeds Account.(d)

Deposits. The Trustee shall promptly upon receipt deposit in the(i)Uninvested Proceeds Account all Net Proceeds at Closing not designated for deposit inanother account pursuant to the Closing Certificate, which will include the Closing DateReserve.

Withdrawals. The only permitted withdrawal from or application of funds(ii)or property on deposit in the Uninvested Proceeds Account shall be in accordance withthe provisions of this Indenture, including:

on or prior to the Effective Date, as so directed upon Issuer Order(A)or a trade confirmation delivered by the Asset Manager, for the purchase ofCollateral Obligations,

on or prior to the Effective Date, all or a portion of the Closing(B)Date Reserve not designated by the Asset Manager as Principal Proceeds, to theCollection Account; and

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on any Business Day following the Effective Date and prior to the(C)first Payment Date, any amounts remaining in the Uninvested Proceeds Accountto the Principal Collection Account as Principal Proceeds.

Credit Facility Reserve Account.(e)

Deposits. The Trustee shall immediately upon receipt deposit in the Credit(i)Facility Reserve Account all funds and property designated in the Closing Certificate andthis Indenture for deposit in the Credit Facility Reserve Account in connection with thepurchase of a Credit Facility, including:

upon the purchase of any Credit Facility, additional Principal(A)Proceeds will be deposited (and will be treated as part of the purchase price), andat all times funds will be maintained by the Issuer in the Credit Facility ReserveAccount such that the aggregate amount of funds on deposit in the Credit FacilityReserve Account will be at least equal to 100% of the Unfunded Amount of alloutstanding Credit Facilities, and

after the initial purchase, all principal payments received on any(B)Revolving Credit Facility will be deposited directly into the Credit FacilityReserve Account (and will not be available for distribution as Principal Proceeds)to the extent required for the aggregate amount of funds on deposit in the CreditFacility Reserve Account to be at least equal to 100% of the Unfunded Amount ofall outstanding Credit Facilities.

Withdrawals. The only permitted withdrawal from or application of funds(ii)or property on deposit in the Credit Facility Reserve Account shall be in accordance withthe provisions of this Indenture and an Issuer Order, including at the direction of theAsset Manager:

solely to cover any future draw-downs on Collateral Obligations(A)that are Credit Facilities, and only funds in the Credit Facility Reserve Accountshall be used for such purposes, and

upon the sale, maturity or termination of a Credit Facility or(B)termination or a reduction of the related commitment, any funds in the CreditFacility Reserve Account in excess of the Unfunded Amount on all remainingCredit Facilities will be transferred to the Collection Account and treated as SaleProceeds.

Eligible Investments. Eligible Investments in the Credit Facility Reserve(iii)Account must mature no later than the next Business Day.

Interest Reserve Account.(f)

Deposits. The Trustee shall promptly upon receipt deposit in the Interest(i)Reserve Account the Closing Date Reserve.

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Withdrawals. The only permitted withdrawal from or application of funds(ii)or property on deposit in the Interest Reserve Account shall be in accordance with theprovisions of this Indenture, including at the direction of the Asset Manager:

on or prior to the Effective Date, all or a portion of the Closing(A)Date Reserve designated by the Asset Manager as Principal Proceeds, to thePrincipal Collection Account; and

after the Effective Date but prior to the first Payment Date, all or a(B)portion of the Closing Date Reserve not designated by the Asset Manager asPrincipal Proceeds, to the Interest Collection Account.

Tax Reserve Accounts. The Issuer may establish a Tax Reserve Account(g)to deposit payments on a Non-Permitted Tax Holder's Notes. Each Tax Reserve Account shall beestablished at the direction of the Issuer with the Bank or other account bank that satisfies therequirements of this Indenture. The Issuer may direct the Trustee (or other Paying Agent) todeposit payments on a Non-Permitted Tax Holder's Notes into a subaccount of the Tax ReserveAccount established in respect of such Non-Permitted Tax Holder. Amounts deposited into theTax Reserve Account shall, at the direction of the Issuer, be either (i) released to the Holder ofsuch Notes at such time that the Issuer determines that the Holder of such Notes complies with itsHolder Reporting Obligations and is not otherwise a Non-Permitted Tax Holder, or (ii) released topay costs related to such noncompliance (including Taxes imposed by FATCA); provided that anyamounts remaining in a Tax Reserve Account will be released to the applicable Holder (a) on thedate of final payment for the Class held by such Holder or (b) at the request of the Holder on anyBusiness Day after such Holder has certified to the Issuer and the Trustee that it has transferred allof its Notes. Any amounts deposited into the Tax Reserve Account in respect of Notes held by aNon-Permitted Tax Holder shall be treated for all purposes under this Indenture as if such amountshad been paid directly to the Holder of such Notes. Amounts deposited in a Tax Reserve Accountshall remain uninvested and shall not be released except upon the direction of the Issuer. For theavoidance of doubt, any amounts released to a Holder as described above shall be released to theHolder as of the Record Date for the Payment Date in which the related amounts were depositedinto the Tax Reserve Account. In connection with the establishment of a Tax Reserve Account (orsub-account thereof) in respect of a Non-Permitted Tax Holder, the Issuer shall assign, or cause tobe assigned, to such Note a separate CUSIP or CUSIPs and, to the extent that such Non-PermittedTax Holder's Notes are represented by beneficial interests in a Global Security, shall take suchother actions as are reasonably necessary to permit the payments on such Note to be deposited intosuch Tax Reserve Account; provided that to the extent any amounts on deposit in a Tax ReserveAccount are released as a result of a Non-Permitted Tax Holder's transfer of all of its Notes asdescribed above, the Issuer shall, to the extent such Non-Permitted Tax Holder's Notes arerepresented by beneficial interests in a Global Security, cancel any additional CUSIP obtained inrespect of such beneficial interests and cause such beneficial interest to be restored to the originalCUSIP. Each Non-Permitted Tax Holder shall reasonably cooperate with the Issuer to effect theforegoing and, by acceptance of its Note, agrees to the requirements of this Section.

Reports by Trustee. The Trustee shall supply in a timely fashion,Section 10.4upon request, to either of the Co-Issuers, the Administrator and/or the Asset Manager any

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information regularly maintained by the Trustee with respect to the Pledged Obligations, theSecurities and the Accounts reasonably needed to complete the Payment Date Report or adischarge of this Indenture or any other information reasonably available to the Trustee by reasonof its acting as Trustee hereunder and required to be provided by Section 10.5 or requested inorder to permit the Asset Manager to perform its obligations under the Asset ManagementAgreement or the Administrator, under the Administration Agreement. The Trustee shallforward to the Asset Manager and, upon written request, to any Holder or Certifying Person,copies of notices and other writings received by it from the obligor of any Pledged CollateralObligation or from any Clearing Agency with respect to any Pledged Collateral Obligationadvising the holders of such security of any rights that the holders might have with respectthereto (including, without limitation, notices of calls and redemptions of securities) as well asall periodic financial reports received from such issuer and Clearing Agencies with respect tosuch issuer.

Accountings.Section 10.5

Monthly. Subject to Section 5.1, not later than the 23rd (or, if such day is(a)not a Business Date, the next succeeding Business Day) of each month (other than a month inwhich a Payment Date occurs), the Collateral Administrator, on behalf of the Issuer, shall compileand provide the Monthly Report to the Trustee (who shall forward it to the Rating Agency, theAsset Manager, each Holder (accompanied, in the case of the Depository, by a request that it betransmitted to owners on the books of the Depository), and any Certifying Person and, upon writteninstructions (which may be in the form of standing instructions) from the Asset Manager with allappropriate contact information, the Investor Information Service). The Monthly Report shall bedetermined as of the eighth Business Day prior to the 23rd day of each month (the "Monthly ReportDetermination Date") (other than a month in which a Payment Date occurs), commencing inNovember 2016.

Upon receipt of each Monthly Report, the Trustee shall compare the informationcontained therein to the information contained in its records with respect to the Collateral andshall, within two Business Days after receipt of such Monthly Report, notify the Issuer and theAsset Manager if the information contained in the Monthly Report does not conform to theinformation maintained by the Trustee with respect to the Collateral. In the event that anydiscrepancy exists, the Trustee and the Issuer, or the Asset Manager on behalf of the Issuer, shallattempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trusteeshall within five Business Days request the Independent accountants appointed by the Issuerpursuant to Section 10.7 to perform agreed upon procedures on such Monthly Report and theTrustee's records to assist the Trustee in determining the cause of such discrepancy. If suchreview reveals an error in the Monthly Report or the Trustee's records, the Monthly Report or theTrustee's records shall be revised accordingly and, as so revised, shall be utilized in making allcalculations pursuant to this Indenture, and a copy of such revised report will be provided to eachrecipient of the initial report.

Payment Date Report. Subject to Section 5.1, no later than each Payment(b)Date (commencing with the first Payment Date), the Collateral Administrator, on behalf of theIssuer, shall provide the Payment Date Report to the Trustee (for forwarding to the Rating Agency,the Asset Manager, each Holder (accompanied, in the case of the Depository, by a request that it be

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transmitted to owners on the books of the Depository), and any Certifying Person and, upon writteninstructions (which may be in the form of standing instructions) from the Asset Manager with allappropriate contact information, the Investor Information Service), determined as of the relatedDetermination Date.

If the distributions to be made on any Payment Date would cause the remainingPledged Obligations (other than Unsaleable Obligations) to be less than the amount ofDissolution Expenses, the Trustee will notify the Issuer and the Administrator at least fiveBusiness Days before such Payment Date (or as promptly as practicable after the Trustee hasreceived notice of such Dissolution Expenses from the Asset Manager, if notice is receivedthereafter).

Payment Date Instructions. Each Payment Date Report after approval by(c)the Asset Manager shall be deemed to be instructions to the Trustee (the "Payment DateInstructions") to withdraw on the related Payment Date from the Payment Account amounts setforth in such Payment Date Instruction and to pay or transfer those amounts in the mannerspecified, and in accordance with the priorities established, in Section 11.1.

If the Trustee shall not have received any accounting provided for in this(d)Section 10.5 on the first Business Day after the date on which such accounting is due to theTrustee, the Trustee shall use reasonable efforts to cause such accounting to be made by theapplicable Payment Date or Redemption Date. To the extent the Trustee is required to provide anyinformation or reports pursuant to this Section 10.5 as a result of the failure of the Issuer or theAsset Manager to provide such information or reports, the Trustee may, but will not be required to,retain an Independent certified public accountant in connection therewith and the reasonable costsincurred by the Trustee for such Independent certified public accountant shall be reimbursedpursuant to Section 6.8.

Each Monthly Report and Payment Date Report shall contain, or be(e)accompanied by, the following notice:

Rule 144A Global Securities may be beneficially owned only byPersons that (a) are (i) qualified purchasers for purposes of Section3(c)(7) of the U.S. Investment Company Act of 1940 and (ii)qualified institutional buyers within the meaning of Rule 144Aunder the Securities Act and (b) can make the representations setforth in Section 2.5 of the Indenture or the appropriate exhibit tothe Indenture. The Issuer has the right to compel any beneficialowner that does not meet the qualifications set forth above to sellits interest in Rule 144A Global Securities, or may sell suchinterest on behalf of such owner, pursuant to Section 2.11 of theIndenture.

On each anniversary of the Closing Date (or the next Business Day, if such(f)anniversary is not a Business Day) the Trustee will send to the Depository the notice set forth inclause (e) above, accompanied by a request that it be transmitted to the owners of Securities on thebooks of the Depository, identifying the Securities to which it relates and requesting that each

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Holder convey copies of such notice to each person shown in its records as an owner of Securitiesheld by the Depository.

Release of Collateral. (a) The Asset Manager may, by Issuer OrderSection 10.6or trade confirmation delivered to the Trustee no later than the settlement date of any sale of aPledged Obligation (or, in the case of physical settlement, no later than the Business Daypreceding such date) direct the Trustee to deliver such Pledged Obligation against receipt ofpayment therefor.

The Asset Manager may, by Issuer Order delivered to the Trustee no later(b)than the settlement date of any redemption or payment in full of a Pledged Obligation (or, in thecase of physical settlement, no later than the Business Day preceding such date) direct the Trusteeor, at the Trustee's instruction, the Intermediary, to deliver such Pledged Obligation, if in physicalform, duly endorsed, or, if such Pledged Obligation is a Clearing Corporation Security, to cause itto be presented (or in the case of a general intangible, cause such actions as are necessary totransfer such Pledged Obligation to the designated transferee free of liens, claims or encumbrancescreated by this Indenture), to the appropriate paying agent therefor on or before the date set forredemption or payment, in each case against receipt of the redemption price or payment in fullthereof.

Subject to Article XII, the Asset Manager may, by Issuer Order delivered(c)to the Trustee no later than the settlement date of an exchange, tender or sale or otherwise pursuantto an Offer (or, in the case of physical settlement, no later than the Business Day preceding suchdate), direct the Trustee or, at the Trustee's instructions, the Intermediary, to deliver such PledgedObligation, if in physical form, duly endorsed, or, if such Pledged Obligation is a ClearingCorporation Security, to cause it to be delivered, in accordance with such Issuer Order, in each caseagainst receipt of payment therefor.

Subject to Article XII, the Trustee shall, (i) upon receipt of an Issuer(d)Order, release any Unsaleable Obligations and (ii) upon receipt of an Issuer Order at such time asthere are no Notes Outstanding and all obligations of the Issuer hereunder have been satisfied,release the Collateral.

Following delivery of any Pledged Obligation pursuant to clauses (a)(e)through (e), such Pledged Obligation shall be released from the lien of this Indenture withoutfurther action by the Trustee or the Issuer.

The Trustee shall deposit any proceeds received by it from the disposition(f)of a Pledged Obligation in the Collection Account, unless such proceeds are simultaneouslyapplied to the purchase of Collateral Obligations or Eligible Investments.

Reports by Independent Accountants. (a) Subject to Section 5.1,Section 10.7on or prior to the delivery of any reports of accountants required to be delivered under thisIndenture, the Asset Manager (on behalf of the Issuer) shall appoint a firm of Independentcertified public accountants of recognized international reputation for purposes of preparing anddelivering the reports of such accountants required by this Indenture. Upon any resignation by orremoval of such firm, prior to the delivery of any subsequent reports required to be delivered

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under this Indenture, the Asset Manager (on behalf of the Issuer) shall appoint, by Issuer Orderdelivered to the Trustee and the Administrator, a successor thereto that shall also be a firm ofIndependent accountants of recognized international reputation.

Neither the Trustee nor the Collateral Administrator shall have any responsibilityto the Issuer or the Secured Parties hereunder to make any inquiry or investigation as to, and shallhave no obligation in respect of, the terms of any engagement of Independent accountants by theIssuer (or the Asset Manager on behalf of the Issuer); provided that in the event such firmrequires the Trustee to agree to the procedures performed by such firm or to execute anyagreement in order to access its report or letter, which may contain confidentiality provisions, theIssuer hereby directs the Trustee to so agree or execute any such agreement. Without limiting thegenerality of the foregoing, the Trustee is hereby authorized, without liability on its part, toexecute and deliver any acknowledgement or other agreement with such firm of Independentcertified public accountants required for the Trustee to receive any of the certificates, reports orinstructions provided for herein, which acknowledgement or agreement may include, amongother things, (i) acknowledgements with respect to the sufficiency of the agreed upon proceduresto be performed by such accountants, (ii) releases by the Trustee (on behalf of itself and/or theHolders) of any claims, liabilities, and expenses arising out of or relating to such accountant'sengagement, agreed-upon procedures or any report issued by such accountants under any suchengagement and acknowledgement of other limitations of liability in favor of such accountants,and (iii) restrictions or prohibitions on the disclosure of any such certificates, reports or otherinformation or documents provided to it by such accountants (including to the Holders).Notwithstanding the foregoing, in no event shall the Trustee or Collateral Administrator berequired to execute any agreement in respect of the Issuer's accountants that the Trusteereasonably determines may subject it to risk of expenses or liability for which it is not adequatelyindemnified or otherwise adversely affects it.

Upon the written request of the Trustee or any Holder of a Subordinated(b)Note, the Issuer will cause the firm of Independent certified public accountants appointed pursuantto Section 10.7(a) to provide any Holder of Subordinated Notes with all of the information requiredto be provided by the Issuer pursuant to Section 10.9 or assist the Issuer in the preparation thereof.

Reports to the Rating Agency. In addition to the information andSection 10.8reports specifically required to be provided to the Rating Agency pursuant to the terms of thisIndenture, the Issuer or the Asset Manager on behalf of the Issuer, shall provide or procure toprovide to the Rating Agency all reports delivered to the Trustee hereunder (except for anyaccountant's report), and such additional information or calculation as the Rating Agency mayfrom time to time reasonably request and the Issuer or the Asset Manager on behalf of the Issuer,determines may be obtained and provided without unreasonable expenses or burden.

The Issuer shall promptly notify the Trustee and the Asset Manager if the ratingon any Class of Notes by the Rating Agency has been, or it is known to the Issuer that such ratingwill be, changed or withdrawn. So long as any Securities are listed on the Irish Stock Exchange,upon receipt of such notice, the Trustee, in the name and at the expense of the Issuer, shall notifythe Irish Stock Exchange of any reduction or withdrawal in the rating of the Securities, if anysuch listed Securities are affected thereby.

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The Issuer will cause to be obtained (i) an annual review of any DIP Loan, (ii) anannual review of any Collateral Obligation with a credit estimate from Moody's or a Moody'sRating Factor assigned using a Moody's RiskCalc Calculation and (iii) upon the occurrence of aSpecified Amendment, a review of any Collateral Obligation with a credit estimate from Moody'sor a Moody's Rating Factor assigned using a Moody's RiskCalc Calculation.

The Issuer will cause to be obtained an annual review of any rating estimate withrespect to a Collateral Obligation.

Tax Matters. (a) The Issuer will have in effect an election causingSection 10.9it to be treated as a pass-through entity for U.S. federal income tax purposes at the time the Notesare issued. The Issuer intends to treat itself as a disregarded entity from its sole owner for U.S.federal income tax purposes, ORIX Corporate Capital Inc. (the "ORIX Owner"), or anyapplicable Sole Equity Owner, as the case may be. If and when the Subordinated Notes and anyother interests that are treated as equity of the Issuer for U.S. federal income tax purposes aretransferred such that those interests are considered held by two or more tax owners for U.S.federal income tax purposes, the Issuer intends to treat itself as a partnership for U.S. taxpurposes. Each Holder or beneficial owner of a Note or interest therein, by investing in a Note,is deemed to agree to such treatment.

The Issuer shall treat the Notes as described in the "Certain U.S. Federal(b)Income Tax Considerations" Section of the Offering Circular for U.S. federal income tax purposes,except as otherwise required by applicable law.

The Issuer has not and will not elect to be treated other than as a(c)partnership or disregarded entity for U.S. federal, state or local income or franchise tax purposesand shall make any election or take any action necessary to avoid classification as a corporation forU.S. federal, state or local tax purposes unless (a) 100% of each Class of Issuer Only Notes hasconsented to such election and (b) the Corporate Condition has been satisfied.

The Issuer shall not file, or cause to be filed, any U.S. federal or other(d)income or franchise tax return in any state of the United States on the basis that the Issuer isengaged in a trade or business within the United States for U.S. federal income tax purposes unlessit shall have obtained an opinion of counsel prior to such filing that, under the laws of suchjurisdiction, the Issuer is required to file such income or franchise tax return.

The Issuer will provide, upon request of a Holder of Subordinated Notes,(e)any information that such Holder reasonably requests in order for such Holder to comply with itsU.S. federal, state or local tax return filing and information reporting obligations.

The Issuer (or the Asset Manager acting on behalf of the Issuer) will take(f)such reasonable actions, consistent with law and its obligations under this Indenture, as arenecessary to achieve Tax Account Reporting Rules Compliance, including appointing any agent orrepresentative to perform due diligence, withholding or reporting obligations of the Issuer (or theSole Equity Owner) pursuant to FATCA, and any other action that the Issuer would be permitted totake under this Indenture in furtherance of Tax Account Reporting Rules Compliance. The Issuer

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shall provide any certification or documentation (including the IRS Form W-9 or the applicableIRS Form W-8, or any successor form) to any payor (as defined under FATCA) from time to timeas provided by law to minimize U.S. withholding tax or backup withholding tax.

Upon written request at any time, the Trustee and the Indenture Registrar(g)shall provide to the Issuer or the Asset Manager and any of their respective agents orrepresentatives information regarding Holders of the Notes and payments on the Notes that isreasonably available to the Trustee or the Indenture Registrar, as the case may be, by reason of itacting in such capacity and determined by the Issuer or the Asset Manager (or any of theirrespective agents or representatives) as necessary for Tax Account Reporting Rules Compliance.The Trustee shall have no liability for such disclosure or, subject to its duties herein, the accuracythereof.

The Co-Issuer has not and will not elect to be treated as other than a(h)disregarded entity for U.S. federal, state or local tax purposes.

Upon the Issuer's receipt of a request of a Holder of a Class C Note, a(i)Class D Note or a Class E Note (or, if issued with original issue discount, a Class B Note) orwritten request of a person certifying that it is an owner of a beneficial interest in such a Note forthe information described in U.S. Treasury Regulations Section 1.1275-3(b)(1)(i) that is applicableto such Note, the Issuer will cause its Independent certified public accountants to provide promptlyto the Trustee and such requesting Holder or owner of a beneficial interest in such a Note all ofsuch information.

If and when the Subordinated Notes and any other interests that are treated(j)as equity of the Issuer for U.S. federal income tax purposes are transferred such that those interestsare considered held by two or more tax owners for U.S. federal income tax purposes, the followingprovisions shall apply (but, for the avoidance of doubt, the following provisions shall have no forceor effect while the Subordinated Notes and the other interests that are treated as equity of the Issuerfor U.S. federal income tax purposes are held by a Sole Equity Owner):

Each Holder or beneficial owner of a Subordinated Note or other interest(i)that is treated as equity of the Issuer for U.S. federal income tax purposes (each suchinterest, a "Partnership Interest" and each such Holder or beneficial owner, a "Partner")agrees to treat the Issuer as a partnership and this Indenture as part of the Issuer'spartnership agreement for purposes of Subchapter K and any related provisions of theCode.

Except as otherwise provided herein, the ORIX Owner shall be the initial(ii)"tax matters partner" as defined in Section 6231(a)(7) of the Code prior to amendment bythe Bipartisan Budget Act of 2015, and the "partnership representative" as defined inSection 6223 of the Code (together, the "Partnership Representative") for all U.S. federalincome tax purposes set forth in the Code with the power and authority to take all actionsand do such things as required or as it shall deem appropriate under the Code or theTreasury Regulations promulgated thereunder. The powers granted to the PartnershipRepresentative shall not limit the rights of the Issuer to enforce claims against Partnersunder this Indenture or otherwise. The ORIX Owner shall remain the Partnership

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Representative for the Issuer with respect to all periods in which the ORIX Owner holdsSubordinated Notes, unless the ORIX Owner appoints a different person to be, and mayremove and replace the Partnership Representative. For periods in which the ORIXOwner holds no Subordinated Notes, the ORIX Owner shall cease to be the PartnershipRepresentative for the Issuer, and a Majority of the Subordinated Notes shall appoint adifferent Partnership Representative.

To the extent that, as a result of a determination by a taxing authority or(iii)adjudicative body, there is any adjustment or proposed adjustment (an "AuditAdjustment") for the purposes of any tax law to any items of income gain, loss, deductionor credit of the Issuer for any taxable period (the "Adjustment Period"):

The Partnership Representative agrees to take reasonable steps(A)(taking into account the ability to effectively contest any Audit Adjustment andthe overall taxes imposed on the Issuer and the Partners (disregarding for thispurpose the specific tax characteristics of any Partner)), which may includefollowing procedures under Code Section 6225 to reduce any imputedunderpayment or making an election under Code Section 6226 and enforcingrights against Partners, to reduce liabilities of the Issuer for taxes, interest,additional amounts or penalties, or related amounts including any imputedunderpayment, arising from the Audit Adjustment (except to the extent suchamounts are in fact reimbursed by the Partners) and instead to cause each Partnerto be liable for and economically bear its allocable share (determined with respectto the Adjustment Period) of the tax items affected by the Audit Adjustment(including interest, additional amounts and penalties or related amounts, includingany imputed underpayment); and

each Partner agrees to (a) provide tax information or certifications(B)(including evidence of filing or payment of tax) as reasonably requested by thePartnership Representative in connection with an Audit Adjustment; (b) complywith the Partnership Representative's reasonable request to file accurate andtimely amended returns to reflect an Audit Adjustment; and (c) be liable for andeconomically bear (and indemnify and hold the Issuer and each other Partnerharmless from), all taxes and related interest, additional amounts and penaltiesand other liabilities including reasonable administrative costs resulting from orotherwise attributable to the Partner's allocable share (determined with respect tothe Adjustment Period by the Partnership Representative, in consultation with theInvestmentAsset Manager) of the tax items affected by the Audit Adjustment.

This clause (iii) and clause (vi), below, shall survive the transfer or termination ofa Partnership Interest in the Issuer, as well as the termination, dissolution, liquidation andwinding up of the Issuer.

Without limiting the foregoing, but subject to Section 7.8(a)(xv), the(iv)Partnership Representative shall make or cause to be made any and all elections on behalfof the Issuer under any applicable tax law as the Partnership Representative shall deem, in

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its discretion, to be in the best interests of the Issuer, including an election under Section754 of the Code.

(A) The Partnership Representative shall establish and maintain or(v)cause to be established and maintained on the books and records of the Issuer anindividual capital account for each Partner in accordance with Section 704(b) of the Codeand Treasury Regulations Section 1.704-1(b)(2)(iv).

For capital account purposes, all items of income, gain, loss and(B)deduction shall be allocated among the Partners in a manner such that, if theIssuer were dissolved, its affairs wound up, its assets sold for their respective"book values" (within the meaning of Treasury regulations Section1.704-1(b)(2)(iv)) and its liabilities satisfied in full (except that nonrecourseliabilities with respect to an asset shall be satisfied only to the extent that suchnonrecourse liabilities do not exceed the book value of such asset) and its assetsdistributed to the Partners in accordance with their respective capital accountbalances immediately after making such allocation, such distributions would, asnearly as possible, be equal to the distributions that would be made pursuant to theprovisions of this Indenture. Any special allocations provided for in Section10.9(j)(v)(E)-(G)shall be taken into account for capital account purposes.

For U.S. federal, state and local income tax purposes, items of(C)income, gain, loss, deduction and credit shall be allocated to the Partners inaccordance with the allocations of the corresponding items for capital accountpurposes under this Section 10.9(j)(v), except that items with respect to whichthere is a difference between tax and book basis will be allocated in accordancewith Section 704(c) of the Code, the Treasury Regulations thereunder, andTreasury Regulation Section 1.704- 1(b)(4)(i).

The provisions of this Section 10.9(j)(v) relating to the(D)maintenance of capital accounts are intended to comply with Treasury RegulationSection 1.704-1(b) and shall be interpreted and applied in a manner consistentwith such regulations. The Partnership Representative shall be authorized tomake appropriate amendments to the allocations of items pursuant to this Section10.9(j)(v) if necessary in order to comply with Section 704 of the Code orapplicable Treasury Regulations thereunder.

Notwithstanding any other provision set forth in this Section(E)10.9(j)(v), no item of deduction or loss shall be allocated to a Partner to the extentthe allocation would cause a negative balance in the Partner's capital account(after taking into account the adjustments, allocations and distributions describedin Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceedsthe amount that such Partner would be required to reimburse the Issuer pursuantto this Indenture or under applicable law. In the event some but not all of thePartners would have such excess capital account deficits as a consequence of suchan allocation of loss or deduction, the limitation set forth in this Section10.9(j)(v)(E) shall be applied on a Partner by Partner basis so as to allocate the

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maximum permissible deduction or loss to each such Partner under TreasuryRegulation Section 1.704-1(b)(2)(ii)(d). In the event any loss or deduction isspecially allocated to a Partner pursuant to either of the two preceding sentences,an equal amount of income of the Issuer shall be specially allocated to suchPartner prior to any allocation pursuant to Section 10.9(j)(v)(B).

In the event any Partner unexpectedly receives any adjustments,(F)allocations, or distributions described in Treasury Regulations Sections1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Issuer income and gain shall bespecially allocated to such Partner in an amount and manner sufficient toeliminate as quickly as possible any deficit balance in its capital account in excessof that permitted under Section 10.9(j)(v)(E) created by such adjustments,allocations or distributions. Any special allocations of items of income or gainpursuant to this Section 10.9(j)(v)(F) shall be taken into account in computingsubsequent allocations pursuant to this Section 10.9(j)(v)(F) so that the netamount of any items so allocated and all other items allocated to each Partnerpursuant to this Section 10.9(j)(v)(F) shall, to the extent possible, be equal to thenet amount that would have been allocated to each such Partner pursuant to theprovisions of this Section 10.9(j)(v)(F) if such unexpected adjustments,allocations or distributions had not occurred.

In the event the Issuer incurs any nonrecourse liabilities, income(G)and gain shall be allocated in accordance with the "minimum gain chargeback"provisions of Treasury Regulations Sections 1.704-1(b)(4)(iv) and 1.704-2.

The capital accounts of the Partners shall be adjusted in accordance(H)with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair marketvalue of Issuer property whenever a Partnership Interest is relinquished to theIssuer, whenever an additional Person becomes a Partner as permitted under thisIndenture, upon any termination of the Issuer within the meaning of Section 708of the Code, and when the Issuer is liquidated as permitted under this Indenture,and shall be adjusted in accordance with Treasury Regulations Section1.704-1(b)(2)(iv)(e) in the case of a distribution of any property (other than cash).

To the extent the Issuer is required by law to withhold or to make tax(vi)payments on behalf of or with respect to any Partner (e.g., backup withholding) ("TaxAdvances"), the Issuer may cause such amounts to be withheld and such tax payments tobe made as so required. All Tax Advances made on behalf of a Partner shall, at the optionof the Issuer, (i) be promptly paid to the Issuer by the Partner on whose behalf such TaxAdvances were made (such payment not to constitute a capital contribution), or (ii) berepaid by reducing the amount of the current or next succeeding distribution ordistributions which would otherwise have been made to such Partner or, if suchdistributions are not sufficient for that purpose, by so reducing the proceeds of liquidationotherwise payable to such Partner. Whenever the Issuer selects option (ii) pursuant to thepreceding sentence for repayment of a Tax Advance by a Partner, for all other purposes ofthis Indenture such Partner shall be treated as having received all distributions (whetherbefore or upon liquidation) unreduced by the amount of such Tax Advance and interest

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thereon. Each Partner hereby agrees, to the extent permitted by applicable state andfederal law, to reimburse the Issuer for any liability with respect to Tax Advancesrequired on behalf of or with respect to such Partner.

No more than 50% of the debt obligations (as determined for U.S. federal(vii)income tax purposes) held by the Issuer may at any time consist of real estate mortgagesas determined for purposes of Section 7701(i) of the Code unless, based on Tax Advice,the ownership of such debt obligations will not cause the Issuer to be treated as a taxablemortgage pool for U.S. federal income tax purposes.

By its purchase of a Partnership Interest, each Partner acknowledges that it hasread this Section 10.9(j) and agrees to the covenants set forth herein.

If the Issuer is aware that it has purchased an interest in a "reportable(k)transaction" within the meaning of Section 6011 of the Code, and a Holder or beneficial owner of aSubordinated Note (or any other Note that is required to be treated as equity for U.S. federalincome tax purposes) requests in writing information about any such transactions in which theIssuer is an investor, the Issuer (or the Asset Manager acting on behalf of the Issuer) shall provide,or cause its Independent accountants to provide, such information it has reasonably available that isrequired to be obtained by such Holder or beneficial owner under the Code as soon as practicableafter such request.

ARTICLE XI

APPLICATION OF PROCEEDS

Disbursements from the Payment Account. Notwithstanding anySection 11.1other provision in this Indenture, but subject to the other subsections of this Section and Section13.1, on each Payment Date the Trustee shall disburse amounts from the Payment Account asfollows and for application by the Trustee in accordance with the following:

On each Payment Date (other than as provided in the Priority of(a)Post-Acceleration Payments or on the Stated Maturity), Interest Proceeds will be distributed in thefollowing order of priority (the "Priority of Interest Proceeds"):

to the payment of any taxes (including any stamp taxes) and governmental(i)fees (including annual fees) and registered office fees of the Co-Issuers and any amountsdue in respect of the listing of the Notes on any stock exchange;

to the payment of accrued and unpaid Administrative Expenses (in the(ii)order specified in the definition thereof); provided that such payments (together with anyAdministrative Expenses paid pursuant to Section 11.2 since the immediately precedingPayment Date) will not exceed on any Payment Date the Administrative Expense SeniorCap;

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to the deposit to the Expense Reserve Account, at the Asset Manager's(iii)discretion, an amount equal to the lesser of (x) the Ongoing Expense Reserve Ceiling and(y) the Ongoing Expense Reserve Amount;

to the payment of (A) the Asset Management Senior Fee for such Payment(iv)Date minus any Deferred Current Senior Fee; and then (B) any unpaid DeferredCumulative Senior Fee that the Asset Manager has designated to be paid; provided thatthe aggregate amount of the Deferred Cumulative Senior Fee that is paid pursuant to thisclause (iv)(B) on any Payment Date shall not exceed the Deferred Cumulative Senior FeeCap;

to the payment of interest, including any Defaulted Interest and interest(v)thereon, (A) on the Class A Notes, and then (B) on the Class B Notes;

if any Class A/B Coverage Test is not satisfied as of the related(vi)Determination Date, to the payment of principal on the Class A Notes and the Class BNotes in accordance with the Principal Payment Sequence until each such test is satisfiedas of such Determination Date;

to the payment of interest on the Class C Notes, including any Defaulted(vii)Interest and interest thereon and interest on Deferred Interest;

if any Class C Coverage Test is not satisfied as of the related(viii)Determination Date, to the payment of principal on the Class A Notes, the Class B Notesand the Class C Notes in accordance with the Principal Payment Sequence, until eachsuch test is satisfied as of such Determination Date;

to the payment of Deferred Interest on the Class C Notes;(ix)

to the payment of interest on the Class D Notes, including any Defaulted(x)Interest and interest thereon and interest on Deferred Interest;

if any Class D Coverage Test is not satisfied as of the related(xi)Determination Date, to the payment of principal on the Class A Notes, the Class B Notes,the Class C Notes and the Class D Notes in accordance with the Principal PaymentSequence, until each such test is satisfied as of such Determination Date;

to the payment of Deferred Interest on the Class D Notes;(xii)

to the payment of interest on the Class E Notes, including any Defaulted(xiii)Interest and interest thereon and interest on Deferred Interest;

if any Class E Coverage Test is not satisfied as of the related(xiv)Determination Date, to the payment of principal on the Class A Notes, the Class B Notes,the Class C Notes, the Class D Notes and the Class E Notes in accordance with thePrincipal Payment Sequence until such test is satisfied as of such Determination Date;

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to the payment of Deferred Interest on the Class E Notes;(xv)

during the Reinvestment Period, if the Interest Diversion Test is not(xvi)satisfied as of the related Determination Date, to the Collection Account as PrincipalProceeds for the purchase of additional Collateral Obligations, an amount equal to thelesser of (a) 50% of available Interest Proceeds and (b) the amount necessary to satisfysuch test;

in the event that an Effective Date Ratings Confirmation Failure is(xvii)continuing as of the related Determination Date, to the payment of principal on the RatedNotes in accordance with the Principal Payment Sequence, until the Effective DateRatings Confirmation Condition has been satisfied or the Rated Notes are paid in full;

to the payment of (A) the Asset Management Subordinated Fee for such(xviii)Payment Date, minus any Deferred Current Subordinated Fee; and then (B) any unpaidDeferred Cumulative Subordinated Fee that the Asset Manager has designated to be paid;

to the payment of accrued Administrative Expenses (in the order specified(xix)in the definition thereof), to the extent not paid under clause (ii) above;

until the Target Return has been achieved, to the Subordinated Notes the(xx)payment of any remaining Interest Proceeds; and

if the Target Return has been achieved (on or prior to such Payment Date),(xxi)(A) 80% of the remaining Interest Proceeds to the Subordinated Notes, and (B) 20% ofthe remaining proceeds to the Asset Manager in respect of the Asset ManagementIncentive Fee Amount.

On each Payment Date (other than as provided in the Priority of(b)Post-Acceleration Payments and on the Stated Maturity), Principal Proceeds (other than SpecifiedProceeds) will be distributed in the following order of priority (the "Priority of PrincipalProceeds"):

to the payment to the extent not paid from Interest Proceeds on such(i)Payment Date of

the items described under clauses (i), (ii), (iv), (v) and (vi) under(A)the Priority of Interest Proceeds, in the specified order of priority and then

to the payment of the amount referred to in the following clauses of(B)the Priority of Interest Payments (in the order set forth below):

clauses (vii) and (ix), but only if the Class C Notes are the(1)Controlling Class, and then

clause (viii), and then(2)

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clauses (x) and (xii), but only if the Class D Notes are the(3)Controlling Class, and then

clause (xi), and then(4)

clauses (xiii) and (xv), but only if the Class E Notes are the(5)Controlling Class, and then

clause (xiv);(6)

in the event an Effective Date Ratings Confirmation Failure is continuing(ii)as of the related Determination Date, to the payment of principal on the Rated Notes inaccordance with the Principal Payment Sequence until the Effective Date RatingsConfirmation Condition is satisfied or the Rated Notes are paid in full;

(I) on any Senior Notes Redemption Date, to the payment of(iii)

the Redemption Price for the Senior Notes in accordance with the(A)Principal Payment Sequence; and then

the items described under clauses (xviii) through (xix) under the(B)Priority of Interest Proceeds to the extent not paid from Interest Proceeds on suchPayment Date; and then

until the Target Return has been achieved, any remaining Principal(C)Proceeds to the Subordinated Notes; and then

if the Target Return has been achieved (on or prior to such(D)Payment Date), (x) 80% of the remaining Principal Proceeds to the SubordinatedNotes and (y) 20% of the remaining Principal Proceeds to the Asset Manager inrespect of the Asset Management Incentive Fee Amount;

(II) on any Redemption Date (other than a Partial Redemption Date)relating to a Refinancing, to the payment of:

(A) the Redemption Price for the Senior Notes in accordance with thePrincipal Payment Sequence; and then

(B) the items described under clauses (xviii) through (xix) under thePriority of Interest Proceeds to the extent not paid from Interest Proceeds on suchPayment Date;

during the Reinvestment Period, any remaining Principal Proceeds and,(iv)after the Reinvestment Period, Specified Proceeds and Eligible Reinvestment Amountsfor deposit in the Collection Account for the purchase of Collateral Obligations;

after the Reinvestment Period, to the payment of(v)

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principal of the Senior Notes in accordance with the Principal(A)Payment Sequence; and then

the items described under clauses (xviii) through (xix) under the(B)Priority of Interest Proceeds to the extent not paid from Interest Proceeds on suchPayment Date; and then

until the Target Return has been achieved, any remaining Principal(C)Proceeds to the Subordinated Notes; and then

if the Target Return has been achieved (on or prior to such(D)Payment Date), (x) 80% of the remaining Principal Proceeds to the SubordinatedNotes and (y) 20% of the remaining Principal Proceeds to the Asset Manager inrespect of the Asset Management Incentive Fee Amount.

If an Enforcement Event is continuing, then on each Payment Date (or, if(c)the Trustee has been directed to liquidate the Collateral, only on each Liquidation Payment Date)or on the Stated Maturity, Interest Proceeds and Principal Proceeds will be distributed in thefollowing order of priority (the "Priority of Post-Acceleration Payments"):

to the payment of any taxes (including any stamp taxes) and governmental(i)fees (including annual fees) and registered office fees of the Co-Issuers and any amountsdue in respect of the listing of the Notes on any stock exchange;

to the payment of accrued and unpaid Administrative Expenses (in the(ii)order specified in the definition thereof); provided that such payments (together with anyAdministrative Expenses paid pursuant to Section 11.2 since the immediately precedingPayment Date) will not exceed on any Payment Date the Administrative Expense SeniorCap;

to the payment of (A) the Asset Management Senior Fee for such Payment(iii)Date minus any Deferred Current Senior Fee; and then (B) any unpaid DeferredCumulative Senior Fee that the Asset Manager has designated to be paid; provided thatthe aggregate amount of the Deferred Cumulative Senior Fee that is paid pursuant to thisclause (iii)(B) on any Payment Date shall not exceed the Deferred Cumulative Senior FeeCap;

to the payment of (A) interest on the Class A Notes, including any(iv)Defaulted Interest and interest thereon, and then (B) principal on the Class A Notes untilsuch Class A Notes are paid in full;

to the payment of (A) interest on the Class B Notes, including any(v)Defaulted Interest and interest thereon, and then (B) principal on the Class B Notes untilsuch Class B Notes are paid in full;

to the payment of (A) interest on the Class C Notes, including any(vi)Defaulted Interest and interest thereon and interest on Deferred Interest, then (B) Deferred

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Interest on the Class C Notes, and then (C) principal on the Class C Notes until suchClass C Notes are paid in full;

to the payment of (A) interest on the Class D Notes, including any(vii)Defaulted Interest and interest thereon and interest on Deferred Interest, then (B) DeferredInterest on the Class D Notes, and then (C) principal on the Class D Notes until suchClass D Notes are paid in full;

to the payment of (A) interest on the Class E Notes, including any(viii)Defaulted Interest and interest thereon and interest on Deferred Interest, then (B) DeferredInterest on the Class E Notes, and then (C) principal on the Class E Notes until suchClass E Notes are paid in full;

to the payment of (A) the Asset Management Subordinated Fee for such(ix)Payment Date, minus any Deferred Current Subordinated Fee; and then (B) any unpaidDeferred Cumulative Subordinated Fee that the Asset Manager has designated to be paid;

to the payment of accrued Administrative Expenses (in the order specified(x)in the definition thereof), to the extent not paid under clause (ii) above;

until the Target Return has been achieved, to the Subordinated Notes, the(xi)payment of any remaining proceeds; and

if the Target Return has been achieved, (A) 80% of the remaining proceeds(xii)to the Subordinated Notes and (B) 20% of the remaining amount to the Asset Manager inrespect of the Asset Management Incentive Fee Amount.

On any Partial Redemption Date or Re-Pricing Redemption Date,(d)Refinancing Proceeds or Re-Pricing Proceeds and Partial Redemption Interest Proceeds will bedistributed in the following order of priority (the "Priority of Partial Redemption Payments"):

to pay the Redemption Price (without duplication of any payments(i)received by any Class of Senior Notes pursuant to the Priority of Interest Proceeds or thePriority of Post-Acceleration Payments) of each Class of Redeemed Notes beingrefinanced in accordance with the Principal Payment Sequence;

to pay Administrative Expenses related to the Refinancing; and(ii)

any remaining proceeds from the Refinancing, for deposit in the Collection(iii)Account as Principal Proceeds.

Disbursements for Certain Expenses. Provided that no Event ofSection 11.2Default has occurred and is continuing, the Asset Manager, on behalf of the Issuer, may direct theTrustee to disburse Interest Proceeds in the Collection Account or the Expense Reserve Accountfrom time to time on dates other than Payment Dates for payment of the items described inSection 11.1(a)(i) and (ii) (subject to the Administrative Expense Senior Cap and the prioritiesset forth in the definition of Administrative Expenses).

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Disbursements for Repurchase of Notes. At any time that the ClassSection 11.3A Notes, the Class B Notes and the Class C Notes are no longer Outstanding, the Issuer maydirect the Trustee to disburse Principal Proceeds to pay the purchase price of Repurchased Notesand Interest Proceeds to pay accrued interest in connection with the purchase of RepurchasedNotes in accordance with Section 2.5(i).

Contributions. (a) At any time, any Holder of Securities may (i)Section 11.4make a contribution of cash by notice to the Asset Manager and the Trustee no later than oneBusiness Day prior to such contribution or (ii) solely in the case of Holders of CertificatedSecurities, by notice to the Asset Manager and the Trustee no later than five Business Days priorto the applicable Payment Date, designate any portion of Interest Proceeds or Principal Proceedsthat would otherwise be distributed on such Securities in accordance with the Priority ofPayments, to the Issuer (each, a "Contribution" and each such Holder, a "Contributor").

So long as the Class A Notes are Outstanding, the amount of each(b)Contribution accepted must be at least $1 million and the number of total Contributions accepted,together with the number of separate issuances of Additional Subordinated Notes, shall be no morethan five unless consent has been obtained from a Majority of the Class A Notes.

Subject to clause (b) above, the Asset Manager, on behalf of the Issuer,(c)may accept or reject any Contribution in its reasonable discretion and shall notify the Trustee ofany such acceptance; provided, that in the case of clause (ii) of the definition of Contribution, suchnotice must be provided no later than three Business Days prior to the applicable Payment Date.For the avoidance of doubt, any Contributions described in clause (ii) of the definition ofContribution shall be deemed for all purposes as having been paid to the Contributor pursuant tothe Priority of Payments. If a Contribution is accepted, it will be applied by the Asset Manager onbehalf of the Issuer as Principal Proceeds.

Once accepted, no Contribution or portion thereof will be returned to the(d)Contributor at any time (other than by operation of the Priority of Payments).

ARTICLE XII

SALE OF COLLATERAL OBLIGATIONS; SUBSTITUTION

Sale of Collateral Obligations. (a) The Asset Manager, on behalfSection 12.1of the Issuer, may direct the Trustee to sell (and the Trustee will sell in the manner specified):

any Defaulted Obligation;(i)

any Equity Security;(ii)

any Credit Risk Obligation;(iii)

any Credit Improved Obligation; provided that either(iv)

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(1) the Sale Proceeds from such sale are at least equal to the(A)Reinvestment Requirements Adjusted Balance or (2) after giving effect to suchsale, the Aggregate Principal Balance of all Collateral Obligations plus, withoutduplication, Principal Proceeds on deposit in the Accounts will be greater than theReinvestment Target Par Balance; or

during the Reinvestment Period, the Asset Manager reasonably(B)believes prior to such sale that either (1) after giving effect to such sale andsubsequent reinvestment, the Aggregate Principal Balance of all CollateralObligations plus, without duplication, Principal Proceeds on deposit in theAccounts will be greater than the Reinvestment Target Par Balance or (2) aftersuch sale it will be able to enter into one or more binding commitments to reinvestall or a portion of the proceeds of such sale into additional Collateral Obligationswith an Aggregate Principal Balance at least equal to the ReinvestmentRequirements Adjusted Balance of the Collateral Obligation sold within 30Business Days after such sale; and

any Collateral Obligation (other than an obligation being sold pursuant to(v)clauses (i) through (iv) above) at any time other than during a Restricted Trading Period(each, a "Discretionary Sale"); provided that (A) after giving effect to such sale, theAggregate Principal Balance of all Discretionary Sales effected during the preceding 12calendar months (or, for the first 12 calendar months after the Closing Date, during theperiod commencing on the Closing Date) will not exceed 25% of the Collateral PrincipalBalance, in each case, as of the first day of such 12 calendar month period (or as of theClosing Date, as the case may be; it being understood that no such limitation will apply tosales of Collateral Obligations with respect to any period prior to the Effective Date); and(B) either:

at any time (x) the Sale Proceeds from such sale are at least(1)equal to the Reinvestment Requirements Adjusted Balance or (y) aftergiving effect to such sale, the Aggregate Principal Balance of all CollateralObligations plus, without duplication, Principal Proceeds on deposit in theAccounts will be greater than the Reinvestment Target Par Balance; or

during the Reinvestment Period, the Asset Manager(2)reasonably believes prior to such sale that it will be able to enter intobinding commitments to reinvest all or a portion of the proceeds of suchsale in additional Collateral Obligations with an Aggregate PrincipalBalance at least equal to the Reinvestment Requirements AdjustedBalance of such Collateral Obligation sold within 30 Business Days aftersuch sale.

Without regard to the restrictions in Section 12.1(a) and without regard to(b)whether an Event of Default has occurred, the Asset Manager, on behalf of the Issuer, will usecommercially reasonable efforts to sell:

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each Equity Security (other than Margin Stock) received as the result of(i)any workout or resolution of a Defaulted Obligation within 36 months of the date onwhich such Equity Security was received by the Issuer; and

each Equity Security or Pledged Collateral Obligation that constitutes(ii)Margin Stock not later than 45 days regardless of price after the later of (x) the date of theIssuer's acquisition thereof or (y) the date such Equity Security or Pledged CollateralObligation became Margin Stock.

After the Issuer has notified the Trustee of an Optional Redemption(c)(including, without limitation, a Senior Notes Redemption and an Equity Redemption), the AssetManager will direct the Trustee to sell, as necessary, all or a substantial portion of the CollateralObligations without regard to the restrictions in Section 12.1(a).

Notwithstanding the restrictions of Section 12.1(a), the Asset Manager(d)will no later than the Determination Date for the Stated Maturity, on behalf of the Issuer, direct theTrustee to sell (and the Trustee shall sell in the manner specified) for settlement in immediatelyavailable funds no later than two Business Days before the Stated Maturity any CollateralObligations scheduled to mature after the Stated Maturity of the Notes and distribution of anyproceeds thereof to the Issuer.

Notwithstanding the restrictions of Section 12.1(a) and without regard to(e)whether an Enforcement Event has occurred and is continuing, if the Aggregate Principal Balanceof the Collateral Obligations is less than the Optional Liquidation Amount, the Asset Manager maydirect the Trustee, at the expense of the Issuer, to sell (and the Trustee shall sell in the mannerspecified) the Collateral Obligations without regard to such restrictions.

If an Event of Default has occurred and is continuing and acceleration has(f)occurred (and is not rescinded), the Asset Manager may continue to direct the sale of CreditImproved Obligations, Credit Risk Obligations, Defaulted Obligations, Equity Securities andUnsaleable Obligations only until the direction to liquidate has been delivered to the Trustee inaccordance with this Indenture.

Notwithstanding the restrictions of Section 12.1(a), (without regard to(g)whether an Enforcement Event has occurred and is continuing) and subject to Section 6.1(c)(iv):

at the direction of the Asset Manager, the Trustee, at the expense of the(i)Issuer, will conduct an auction of Unsaleable Obligations in accordance with theprocedures described in clause (ii);

promptly after receipt of such direction, the Trustee will forward the notice(ii)prepared by the Asset Manager to the Holders of an auction, setting forth in reasonabledetail a description of each Unsaleable Obligation provided by the Asset Manager and thefollowing auction procedures:

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any Holder may submit a written bid to purchase one or more(A)Unsaleable Obligations 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;

if no Holder submits such a bid, unless delivery in kind is not(C)legally or commercially practicable and subject to any transfer restrictions(including minimum denominations), the Trustee will provide notice thereof toeach Holder and offer to deliver (at no cost to the Trustee or the Holder andwithout any decrease in the amount payable under this Indenture to such Holder) apro rata portion of each unsold Unsaleable Obligation to the Holders of theHighest Ranking Class that provide delivery instructions to the Trustee on orbefore the date specified in such notice. To the extent that minimumdenominations do not permit a pro rata distribution, the Trustee, in consultationwith the Asset Manager, will distribute or cause to be distributed the UnsaleableObligations on a pro rata basis to the extent possible and any remaining amountwill be delivered to the first Holder whose delivery instructions are received bythe Trustee. The Trustee shall use commercially reasonable efforts to effectdelivery of such interests;

if no such Holder provides delivery instructions to the Trustee, the(D)Trustee will promptly notify the Asset Manager and offer to deliver (at no cost tothe Trustee or the Holder) the Unsaleable Obligation to the Asset Manager. If theAsset Manager declines such offer, the Trustee will take such action as directed bythe Asset Manager (on behalf of the Issuer) to dispose of the UnsaleableObligation, which may be by donation to a charity, abandonment or other means.

Without regard to the restrictions of Section 12.1, the Issuer (or the Asset(h)Manager on the Issuer's behalf) may not vote in favor of a Maturity Amendment unless, asdetermined by the Asset Manager, after giving effect to such Maturity Amendment, (i) the statedmaturity of the Collateral Obligation that is the subject of such Maturity Amendment is not laterthan the Stated Maturity of the Senior Notes and (ii) the Weighted Average Life Test is satisfied or,if not satisfied, is maintained or improved, after giving effect to any Trading Plan in effect duringthe applicable Trading Plan Period; provided that, notwithstanding the provisions of clause (ii)above, the Issuer may agree to a Maturity Amendment that is a Credit Amendment; however, theAggregate Principal Balance of all Collateral Obligations subject to a Maturity Amendment that isa Credit Amendment pursuant to this proviso from the Refinancing Date onward shall not exceed10% of the Effective Date Target Par.

A "Credit Amendment" is (i) an amendment or modification and exchange of aCollateral Obligation for an amended obligation in cases where, in the Asset Manager'scommercially reasonable judgment exercised in accordance with the Asset ManagementAgreement, (x) not exchanging such related Collateral Obligation would cause the relatedCollateral Obligation to become a Defaulted Obligation, have a lower priority security interest,

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become unsecured or result in the removal of material covenants or (y) due to the materiallyadverse financial condition of the obligor, the amendment, modification or exchange is beingdone to minimize losses on the related Collateral Obligation or (ii) any waiver, modification,amendment, or variance in connection with an insolvency, bankruptcy, reorganization or workoutof the obligor of a Collateral Obligation.

Reinvestment Requirements and Trading Restrictions. (a) DuringSection 12.2the period from the Closing Date to and including the Effective Date, Principal Proceeds andamounts on deposit in the Uninvested Proceeds Account (and accrued interest received withrespect to any Collateral Obligation to the extent used to pay for accrued interest on additionalCollateral Obligations) may be used to purchase additional Collateral Obligations.

After the Effective Date and during the Reinvestment Period, provided no(b)Event of Default has occurred and is continuing, the Asset Manager may instruct the Trustee to usePrincipal Proceeds to purchase Collateral Obligations and Interest Proceeds to purchase accruedinterest, so long as, in the case of commitments to purchase after the Effective Date, the AssetManager determines, at the time of the Issuer's commitment to purchase and after giving effect tosuch purchase, the following "Reinvestment Period Criteria" will be satisfied:

each Overcollateralization Test (and after the second Determination Date,(i)each Interest Coverage Test) will be satisfied, or if not satisfied, such Coverage Test willbe maintained or improved;

(A) in the case of an additional Collateral Obligation purchased with Sale(ii)Proceeds of a Credit Risk Obligation or a Defaulted Obligation, either (1) the AggregatePrincipal Balance of all additional Collateral Obligations purchased with such SaleProceeds will at least equal the Sale Proceeds from such sale, (2) the Aggregate PrincipalBalance of the Collateral Obligations will be maintained or increased (when compared tothe Aggregate Principal Balance of the Collateral Obligations immediately prior to suchsale) or (3) the Aggregate Principal Balance of all Collateral Obligations plus, withoutduplication, Principal Proceeds on deposit in the Accounts will be greater than theReinvestment Target Par Balance and (B) in the case of any other purchase of additionalCollateral Obligations purchased with Sale Proceeds, either (1) the Aggregate PrincipalBalance of the Collateral Obligations will be maintained or increased (when compared tothe Aggregate Principal Balance of the Collateral Obligations immediately prior to suchsale) or (2) the Aggregate Principal Balance of all Collateral Obligations plus, withoutduplication, Principal Proceeds on deposit in the Accounts will be greater than theReinvestment Target Par Balance; and

either (A) each requirement or test, as the case may be, of the(iii)Concentration Limits and the Collateral Quality Test (except, in the case of an additionalCollateral Obligation purchased with the Sale Proceeds of a Credit Risk Obligation, aDefaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfiedor (B) if any such requirement or test was not satisfied immediately prior to suchinvestment, such requirement or test will be maintained or improved after giving effect tothe investment.

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The Reinvestment Requirements need not be satisfied with respect to each(c)single source of Principal Proceeds ("Identified Sources") and a series of reinvestments ("IdentifiedReinvestments") if they are satisfied on an aggregate basis meeting the following conditions (each,a "Trading Plan"):

such reinvestments occur within a specified period (the "Trading Plan(i)Period") beginning on the date designated by the Asset Manager and ending on the earlierof (x) the date that is 10 Business Days after the date designated by the Asset Managerand (y) the next Determination Date;

the Asset Manager identifies to the Trustee the Identified Sources and(ii)Identified Reinvestments;

only one series of Identified Sources and Identified Reinvestments is(iii)identified for the same period;

the Aggregate Principal Balance of such Identified Reinvestments does not(iv)exceed 5.0% of the Collateral Principal Balance;

the Asset Manager reasonably believes that the Reinvestment(v)Requirements will be satisfied on an aggregate basis for such Identified Reinvestments;and

if the Reinvestment Requirements are not satisfied with respect to any(vi)such Identified Reinvestments, notice will be provided to the Rating Agency by the AssetManager and the Asset Manager may not identify any subsequent IdentifiedReinvestments unless Rating Agency Confirmation has been obtained.

Notwithstanding anything in this Indenture to the contrary, as a condition(d)to any purchase of an additional Collateral Obligation, if the balance of the Principal CollectionAccount after giving effect to (i) all expected debits and credits in connection with such purchaseand all other sales and purchases (as applicable) previously or simultaneously committed to, and(ii) without duplication of amounts in the preceding clause (i), anticipated receipts of PrincipalProceeds, is a negative amount, the absolute value of such amount may not be greater than 3% ofthe Net Collateral Principal Balance as of the Measurement Date immediately preceding the tradedate for such purchase.

After the Reinvestment Period, unless an Event of Default has occurred(e)and is continuing, the Asset Manager on behalf of the Issuer may, subject to the other requirementsin this Indenture, but will not be required to, direct the Trustee to invest Eligible ReinvestmentAmounts in Substitute Obligations in accordance with the following requirements (the"Post-Reinvestment Period Criteria"):

such Substitute Obligation is a Collateral Obligation;(i)

subject to clause (i), such Substitute Obligation is not as of such date a(ii)Credit Risk Obligation as determined by the Asset Manager;

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(A) in the case of Eligible Reinvestment Amounts received with respect to(iii)the sale of Credit Risk Obligations, either (x) the Reinvestment Balance Criteria aresatisfied or (y) the Aggregate Principal Balance of all Substitute Obligations purchasedwith the Eligible Reinvestment Amounts received with respect to such sale of such CreditRisk Obligations equals or exceeds the aggregate amount of Eligible ReinvestmentAmounts received with respect to such sale of such Credit Risk Obligations and (B) in thecase of Eligible Reinvestment Amounts received with respect to Unscheduled PrincipalPayments, the Reinvestment Balance Criteria are satisfied;

the stated maturity of each Substitute Obligation is not later than the stated(iv)maturity of such Collateral Obligation the prepayment of which gives rise to the EligibleReinvestment Amount or Credit Risk Obligation, as applicable;

each of the Maximum Moody's Rating Factor Test, the S&P Weighted(v)Average Recovery Rate Test and the Weighted Average Life Test, after giving effect tothe reinvestment, either (A) is satisfied, or (B) if not satisfied, the level of compliancewith such tests will be improved or maintained when compared to the level of complianceimmediately before the sale or prepayment related to the Eligible Reinvestment Amountsapplied to such purchase; provided that, if the Weighted Average Life Test was notsatisfied on the last day of the Reinvestment Period, the Weighted Average Life Testmust be satisfied;

all Concentration Limits are satisfied after giving effect to the(vi)reinvestment or, if not satisfied, the level of compliance with such Concentration Limitswill be improved or maintained when compared to the level of compliance immediatelybefore the sale or prepayment related to the Eligible Reinvestment Amounts applied tosuch purchase;

each Overcollateralization Test and each Interest Coverage Test is satisfied(vii)after giving effect to the investment in the Substitute Obligations;

a Restricted Trading Period is not then in effect;(viii)

each Substitute Obligation has the same or higher S&P Rating as the(ix)Collateral Obligation the prepayment of which gives rise to the Eligible ReinvestmentAmount or the Credit Risk Obligation, as applicable; and

the trade date for the purchase of such Substitute Obligation occurs prior(x)to the later of (A) 30 days from receipt of such Eligible Reinvestment Amounts or (B) thelast day of the Collection Period during which such Eligible Reinvestment Amounts werereceived.

Except in accordance with the Post-Reinvestment Period Criteria, after theReinvestment Period, the Asset Manager shall not direct the Trustee to invest any amounts onbehalf of the Issuer unless (x) consent thereto has been obtained from holders evidencing 100%of the Aggregate Outstanding Amount of each Class, (y) the Rating Agency and the Trustee havebeen notified of such investment and (z) such investment is made in Collateral Obligations, the

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purchase of which complies with the Tax Guidelines and the other applicable requirements setforth in this Indenture.

Not later than the Business Day immediately preceding the end of the(f)Reinvestment Period, the Asset Manager shall deliver to the Trustee a schedule of CollateralObligations purchased by the Issuer with respect to which purchases the trade date has occurred butthe settlement date has not yet occurred and shall specify the amount of Principal Proceeds thatwill be required to settle such trades ("Specified Proceeds") and certify to the Trustee that theSpecified Proceeds are expected to be available at the time of settlement. Such certification will bedeemed to have been made by the Asset Manager by delivery of such schedule to the Trustee.Such Collateral Obligations will be treated as having been purchased by the Issuer prior to the endof the Reinvestment Period for purposes of the Reinvestment Requirements.

The Issuer will not exercise any warrant or other similar right received in(g)connection with a workout or a restructuring of a Collateral Obligation that requires a payment thatresults in receipt of an Equity Security unless the Asset Manager on the Issuer's behalf certifies tothe Trustee that (i) exercising the warrant or other similar right is necessary for the Issuer to realizethe value of the workout or restructuring, (ii) such Equity Security will be sold prior to the Issuer'sreceipt of such Equity Security unless such sale or other disposition is prohibited by applicable lawor an applicable contractual restriction in the related Underlying Instruments, in which case theAsset Manager will sell such Equity Security as soon as such sale or disposition is permitted byapplicable law and not prohibited by such contractual restriction and (iii) the Asset Manager andthe Issuer have received advice of counsel that such exercise, retention and sale, in and ofthemselves, should not cause the Issuer to fail to qualify for the loan securitization exclusion underthe Volcker Rule or result in the Issuer becoming a "covered fund" under the Volcker Rule. Suchcertification shall be deemed to have been made by the delivery of an Issuer Order or tradeconfirmation related to the exercise of the warrant or other similar right.

Conditions Applicable to All Transactions Involving Sale or Grant.Section 12.3(a) Any transaction effected under this Article XII or under Section 10.2 shall be effected on theopen market and conducted on an arm's length basis, and, if effected with a Person affiliated withthe Asset Manager, the Issuer or the Trustee, shall be effected on terms as favorable to theHolders and the Issuer as would be the case if such Person were not so affiliated; provided thatthe Trustee shall have no responsibility to oversee compliance with this clause (a) by the otherparties.

Upon any substitution pursuant to this Article XII, all of the Issuer's right,(b)title and interest to the Collateral Obligation being acquired shall be Collateral subject to the Grantto the Trustee pursuant to this Indenture and shall be Delivered to the Trustee.

The Asset Manager (on behalf of the Issuer) shall certify compliance with(c)the provisions of this Article XII to the Trustee, not later than the date fixed by settlement of adisposition or purchase of a Collateral Obligation. Any trade confirmation or Issuer Order, whichmay be in the form described in clause (d) below, provided to the Trustee by the Asset Managershall be deemed to satisfy the foregoing.

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Any direction or Issuer Order relating to any transaction effected under(d)this Article XII may be in the form of a trade confirmation or similar instrument, document orother written instruction (including by electronic means) from the Asset Manager on which theTrustee may rely.

Notwithstanding anything contained in this Article XII to the contrary, the(e)Issuer shall have the right to effect any transaction which has been consented to by Holders ofNotes evidencing 100% of the Aggregate Outstanding Amount of each Class of Notes and ofwhich the Rating Agency has been notified.

ARTICLE XIII

HOLDERS' RELATIONS

Subordination. (a) Anything in this Indenture or the Securities toSection 13.1the contrary notwithstanding, the Issuer and the Holders of each Lower Ranking Class agree forthe benefit of the Holders of each Higher Ranking Class that such Lower Ranking Classes andthe Issuer's rights in and to the Collateral (the "Subordinate Interests") shall be subordinate andjunior to each Higher Ranking Class to the extent and in the manner set forth in this Indentureincluding, without limitation, as set forth in Section 11.1 and as hereinafter provided. If anyEvent of Default has occurred and has not been cured or waived and acceleration occurs inaccordance with Article V, including, without limitation, as a result of a Bankruptcy Event, eachHigher Ranking Class (including any accrued but unpaid interest thereon) shall be paid in full incash or, to the extent 100% of the Controlling Class consents, other than in cash, before anyfurther payment or distribution is made on account of the Subordinate Interests.

In the event that, notwithstanding the provisions of this Indenture, any(b)Holder of any of the respective Subordinate Interests shall have received any payment ordistribution in respect of such Subordinate Interests contrary to the provisions of this Indenture,then, unless and until each Higher Ranking Class shall have been paid in full in cash (or, to theextent 100% of the Controlling Class or 100% of the Lower Ranking Classes consent, other than incash) in accordance with this Indenture, such payment or distribution shall be received and held intrust for the benefit of, and shall forthwith be paid over and delivered to, the Trustee, which shallpay and deliver the same to the Holders of the Higher Ranking Classes in accordance with thisIndenture; provided, however, that, if any such payment or distribution is made other than in cash,it shall be held by the Trustee as part of the Collateral, and subject in all respects to the provisionsof this Indenture, including, without limitation, this Section 13.1.

Each Holder of Subordinate Interests agrees with all Holders of each(c)Higher Ranking Class that such Holder of Subordinate Interests shall not demand, accept, orreceive any payment or distribution in respect of such Subordinate Interests in violation of theprovisions of this Indenture including, without limitation, this Section 13.1; provided, however,that after such Higher Ranking Classes have been paid in full, the Holders of Subordinate Interestswill be fully subrogated to the rights of the Holders of such Higher Ranking Classes. Nothing inthis Section 13.1 will affect the obligation of the Issuer to pay Holders of Subordinate Interests.

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By its acceptance of an interest in the Securities, each Holder and(d)beneficial owner of Securities acknowledges and agrees to the provisions of Section 5.4(d),including the Bankruptcy Subordination Agreement.

Standard of Conduct. In exercising any of its or their VotingSection 13.2Rights, subject to the terms and conditions of this Indenture, including, without limitation,Section 5.9, a Holder will not have any obligation or duty to any Person or to consider or takeinto account the interests of any Person and will not be liable to any Person for any action takenby it or them or at its or their direction or any failure by it or them to act or to direct that an actionbe taken, without regard to whether such action or inaction benefits or adversely affects anyHolder, the Issuer, or any other Person, except for any liability to which such Holder may besubject to the extent the same results from such Holder's taking or directing an action, or failingto take or direct an action, in violation of the express terms of this Indenture.

Information Regarding Holders. (a) Any Holder or CertifyingSection 13.3Person shall have the right, but only after the occurrence and during the continuance of a Defaultor an Event of Default and upon five Business Days' prior written notice to the Trustee, at suchHolder or Certifying Person's cost, to obtain a complete list of Holders (and unless confidentialtreatment has been requested by such Certifying Persons, Certifying Persons); provided,however, that each owner of an interest in a Security agrees by acceptance of such list that it willuse the list for no purpose other than the exercise of its rights hereunder. The Initial Purchaserwill have the right to obtain a complete list of Holders at any time upon five Business Days' priorwritten notice. At any other time, a Holder or Certifying Person may request, at its own expense,that the Trustee forward a notice to the other Holders and Certifying Persons on its behalf.

The Trustee (and the Bank it its other capacities under the Transaction(b)Documents) will provide to the Asset Manager all information reasonably available to it by reasonof it acting in such capacity relating to the Notes or the Collateral (other than privileged orconfidential information) that is reasonably requested by the Asset Manager in connection withregulatory matters, including any information that is necessary or advisable in order for the AssetManager (or its parent or Affiliates) to comply with regulatory requirements applicable to the AssetManager from time to time. The Trustee will provide to the Issuer or the Asset Manager acomplete list of Holders (and unless confidential treatment has been requested by such CertifyingPersons, Certifying Persons) at any time upon receipt by the Trustee of written notice five BusinessDays prior. At the direction of the Issuer or the Asset Manager, the Trustee will request a list ofparticipants holding interests in the Notes from one or more book-entry depositories (at the cost ofthe Issuer) and provide such list to the Issuer or the Asset Manager, respectively. Upon the requestof any Holder or Certifying Person, the Trustee shall provide an electronic copy of this Indenture,the Asset Management Agreement, the Collateral Administration Agreement and any agreementsreferenced as a supplement to this Indenture that is in the possession of, or reasonably available to,the Trustee. The Trustee (or the Bank it its other capacities under the Transaction Documents) willhave no liability for providing such information or, subject to its responsibilities and obligationsunder this Indenture, the accuracy thereof. The Trustee will not be required to disclose anyinformation that it determines would be contrary to the terms of, or its duties and obligationsunder, this Indenture.

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Each purchaser of Securities, by its acceptance of an interest in Securities,(c)agrees to provide to the Issuer and the Asset Manager all information reasonably available to it thatis reasonably requested by the Asset Manager in connection with regulatory matters, including anyinformation that is necessary or advisable in order for the Asset Manager (or its parent orAffiliates) to comply with regulatory requirements applicable to the Asset Manager from time totime.

Notices and Reports to Holders; Waiver. (a) Except as otherwiseSection 13.4expressly provided herein, where this Indenture provides for any notice or document, including,without limitation any report, or any supplemental indenture (each, for purposes of this Section13.4, a "document") to be provided to Holders,

such document shall be sufficiently given to Holders if in writing and(i)mailed, first class mail postage prepaid, to each applicable Holder, at the address of suchHolder as it appears in the Indenture Register (or in electronic form to such address as theHolder may designate in writing to the Trustee or as provided in subsection (g) below)not earlier than the earliest date and not later than the latest date required hereunder, and

such document shall be in the English language; and(ii)

such documents will be deemed to have been given on the date of such(iii)mailing or transmission.

The Trustee will provide upon reasonable request by a Holder or(b)Certifying Person, an electronic copy of this Indenture and the Asset Management Agreement.

Neither the failure to mail any document, nor any defect in any document(c)mailed to any particular Holder, shall affect the sufficiency of any document (including notice)with respect to other Holders. In the event that, by reason of the suspension of the regular mailservice as a result of a strike, work stoppage or similar activity, it shall be impractical to mail adocument to Holders when such document is required to be given pursuant to any provision of thisIndenture, then any manner of providing such document as shall be satisfactory to the Trustee shallbe deemed to be a sufficient giving of such a document.

In addition, each document delivered to Holders will be provided, for so(d)long as any of the Securities are listed on any stock exchange and the guidelines of the stockexchange so require, to the stock exchange as required.

Notwithstanding the foregoing, in the case of Global Securities, there may(e)be substituted for such mailing of a document the delivery of the relevant document to theDepository, Euroclear and Clearstream for communication by them to the beneficial holders ofinterests in the relevant Global Security. A copy of any such notice, upon written request therefor,shall be sent to any Certifying Person.

Any Person entitled to receive a document pursuant to this Indenture may(f)waive receipt of such document in writing, either before or after the event, and such waiver shall bethe equivalent of delivery of such document. Any such waivers by Holders shall be filed with the

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Trustee but such filing shall not be a condition precedent to the validity of any action taken inreliance upon such waiver.

Notwithstanding any provision to the contrary in this Indenture or in any(g)agreement or document related hereto, any documents (including, without limitation reports,notices or supplemental indentures) required to be provided by the Trustee to Holders may beprovided by providing notice of, and access to, the Trustee's website containing such document.

Holder Meetings. The Issuer, at the request (as described below)Section 13.5and expense of owners of interests in Notes, may call a meeting (which may be through atelephone conference call, video conference or similar means) of the owners of interests in Notes.

To be entitled to Vote at any such meeting, a Person must be a Holder or aCertifying Person. The Persons entitled to Vote for a Majority of each Class entitled to Vote atsuch meeting will constitute a quorum. The Issuer may make such reasonable regulations as itwill deem advisable for any meeting with respect to the proof of ownership and other evidence ofthe right to Vote, and all such other matters concerning the conduct of the meeting as it will deemappropriate. Any Holder that has executed an instrument in writing appointing a Person as proxywill be deemed to be present for the purposes of determining a quorum and be deemed to haveVoted; provided that such Holder will be considered as present or Voting only with respect to thematters covered by such instrument in writing (which may include authorization to Vote on anyother matters as may come before the meeting).

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 Authorized Officer of either of the Co-Issuers orthe Asset Manager may be based, insofar as it relates to legal matters, upon a certificate oropinion of, or representations by, counsel, unless such Authorized Officer knows 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 Authorized Officer of either of theCo-Issuers or the Asset Manager or any Opinion of Counsel may be based, insofar as it relates tofactual matters, upon a certificate or opinion of, or representations by, the Issuer, the Co-Issuer,the Asset Manager or any other Person, stating that the information with respect to such factualmatters is in the possession of the Issuer, the Co-Issuer, the Asset Manager or such other Person,unless such Authorized Officer of the Issuer, the Co-Issuer, the Asset Manager or such counselknows that the certificate, opinion or representations with respect to such matters are erroneous.

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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 the either of the Co-Issuers, then notwithstanding thatthe satisfaction of such condition is a condition precedent to such Co-Issuers' rights 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).

Acts of Holders; Voting Rights. (a) Any Vote provided by thisSection 14.2Indenture to be given or taken by Holders or Certifying Persons may be embodied in andevidenced by one or more instruments of substantially similar tenor signed by such Holders orCertifying Persons in person or by an agent duly appointed in writing; and, except as hereinotherwise expressly provided, such action shall become effective when such instrument orinstruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer.Such instrument or instruments (and action or actions embodied therein and evidenced thereby)are herein sometimes referred to as the "Act" of the Holders or Certifying Persons 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 or(b)writing may be proved in any manner that the Trustee deems sufficient.

The Aggregate Outstanding Amount of Securities held by any Person, and(c)the date of its holding the same, shall be proved by the Indenture Register. A Certifying Personwill be required in connection with any Vote to provide evidence of beneficial ownership of theAggregate Outstanding Amount of each applicable Class of Securities for its purposes to Act.

Any Vote by the Holder or Certifying Person of any Security shall bind the(d)Holder (and any transferee thereof) of such Security and of every Security issued upon theregistration thereof or in exchange thereof or in lieu thereof, in respect of anything done, omitted orsuffered to be done by the Trustee or either of the Co-Issuers in reliance thereon, whether or notnotation of such action is made upon the certificate representing such Security.

Notwithstanding any other provision of this Indenture, with respect to any(e)Global Security, Certifying Persons may Vote (including with respect to remedies, supplementalindentures, and Optional Redemption) as if they were the Holders of the related interest in suchGlobal Security; provided that they demonstrate to the satisfaction of the Trustee and the Issuerthat the Holder has not acted on their behalf with respect to the same action. The Trustee will notbe required to take any action that it determines might involve it in liability unless it has beenprovided with indemnity reasonably satisfactory to it.

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With respect to any Vote (including at a meeting), each Holder, Certifying(f)Person or proxy will be entitled to one vote for each U.S. $1.00 principal amount of the interest ina Note as to which it is the Holder, Certifying Person or proxy; provided that no Vote will becounted in respect of any Security challenged as not Outstanding and ruled by the IndentureRegistrar to be not Outstanding.

Notices to Certain Designated Persons Other Than Holders.Section 14.3Except as otherwise expressly provided herein, any request, demand, authorization, direction,notice, consent or waiver or other documents provided or permitted by this Indenture to be madeupon, given or furnished to, or filed with any of the parties indicated below shall be sufficient forevery purpose hereunder if made, given, furnished or filed in writing to and mailed, by certifiedmail, return receipt requested, hand delivered, sent by overnight courier service guaranteeing nextday delivery or by email or facsimile in legible form at the following address applicable to theform of delivery (or at any other address provided in writing by the relevant party):

the Trustee or the Collateral Administrator, at the Trustee's Corporate(a)Trust Office;

to the Issuer at Mariner CLO 2016-3, Ltd., c/o Estera Trust (Cayman)(b)Limited, Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands,Attention: The Directors, facsimile no. (345) 949-4901,947-3273, email: sf@estera.com;

the Co-Issuer addressed to it at Mariner CLO 2016-3, LLC, c/o Puglisi &(c)Associates, 850 Library Avenue, Suite 204, Newark, Delaware, 19711, facsimile no.: (302)738-7210, email: dpuglisi@puglisiassoc.com;

the Asset Manager addressed to it at Mariner Investment Group, LLC, 500(d)Mamaroneck Avenue, Suite 101, Harrison, New York 10528, facsimile no. 914-777-3343,Attention: John Kelty, email: jkelty@marinercapital.comjkelty@marinercapital.com; or

to the Administrator at Estera Trust (Cayman) Limited, Clifton House, 75(e)Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands, Attention: ManagingDirector, facsimile no. (345) 949-4901,947-3273, email: sf@estera.com; or.

(f) to the Irish Stock Exchange, c/o McCann FitzGerald Listing ServicesLimited as listing agent, at Riverside One, Sir Rogerson's Quay, Dublin 2 Ireland, telephone no.(353) 1 829 0000, facsimile no. (353) 1 829 0010, email: tony.spratt@mccannfitzgerald.ie.

Notwithstanding any provision to the contrary in this Indenture or in anyagreement or document related hereto, any information or documents (including, withoutlimitation reports, notices or supplemental indentures) required to be provided by the Trustee toPersons identified in this Section 14.3 may be provided by providing notice of and access to theTrustee's website containing such information or document.

The Bank (in each of its capacities) agrees to accept and act upon instructions ordirections pursuant to this Indenture or any other Transaction Document sent by unsecured email,facsimile transmission or other similar unsecured electronic methods, provided, however, that

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any Person providing such instructions or directions shall provide to the Bank an incumbencycertificate listing Authorized Persons designated to provide such instructions or directions, whichincumbency certificate shall be amended whenever a person is added or deleted from the listing.If such person elects to give the Bank email or facsimile instructions (or instructions by a similarelectronic method) and the Bank in its discretion elects to act upon such instructions, the Bank'sreasonable understanding of such instructions shall be deemed controlling. The Bank (in each ofits capacities) shall not be liable for any losses, costs or expenses arising directly or indirectlyfrom the Bank's reliance upon and compliance with such instructions notwithstanding suchinstructions conflicting with or being inconsistent with a subsequent written instruction. Anyperson providing such instructions or directions agrees to assume all risks arising out of the useof such electronic methods to submit instructions and directions to the Bank, including withoutlimitation the risk of the Bank acting on unauthorized instructions, and the risk of interceptionand misuse by third parties.

Notices to the Rating Agency; Rule 17g-5 Procedures. (a) AnySection 14.4Notice or other document required or permitted by this Indenture to be made upon, given orfurnished to, or filed with, the Rating Agency, and any other communication with the RatingAgency will be sufficient for every purpose hereunder if such Notice or other document relatingto this Indenture, the Notes or the transactions contemplated hereby:

is in writing;(i)

has been sent (by 12:00 p.m. (New York time) on the date such Notice or(ii)other document is due) to Mariner2016-317g5@usbank.com, or such other email addressas is provided by the Collateral Administrator (the "Information Agent Address") forPosting, and

has been furnished by email to the following address (or such other(iii)address provided by the Rating Agency): to S&P, at cdo_surveillance@spglobal.com andwith respect to (x) any documents related to obtaining Rating Agency Confirmation inconnection with the Effective Date, CDOEffectiveDatePortfolios@spglobal.com; (y) anyreports delivered under Section 10.4, CDO_Surveillance@ spglobal.com; and (z) anyrequests for credit estimates, creditestimates@ spglobal.com.

Each of the parties hereto agrees that it will not communicate information(b)relating to this Indenture, the Notes or the transactions contemplated hereby to the Rating Agencyorally unless (A)(1) it records such communication, and (2) either the recording is done through thefacilities of the Issuer's Website and is immediately posted thereon or such party provides suchrecording to the Information Agent Address for Posting on the same day such communication takesplace or (B) if a recording of such communication is not feasible, a summary of the communicationis provided to the Information Agent Address for Posting on the same day such communicationtakes place. The provisions set forth in clause (a) and this clause (b) constitute the "Rule 17g-5Procedures."

The Trustee:(c)

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will not be responsible for maintaining the Issuer's Website, posting any(i)Notices or other communications to the Issuer's Website or ensuring that the Issuer'sWebsite complies with the requirements of this Indenture, Rule 17g-5, or any other law orregulation;

makes no representation in respect of the content of the Issuer's Website or(ii)compliance by the Issuer's Website with this Indenture, Rule 17g-5, or any other law orregulation and the maintenance by the Trustee of the website described in this Section14.4 shall not be deemed as compliance by or on behalf of the Issuer with Rule 17g-5 orany related law or regulation;

will not be responsible or liable for the dissemination of any identification(iii)numbers or passwords for the Issuer's Website;

will not be liable for the use of the information posted on the Issuer's(iv)Website, whether by the Co-Issuers, the Rating Agency or any other Person that may gainaccess to the Issuer's Website or the information posted thereon (to the extent it was notprepared by the Trustee and the Trustee had no obligation to prepare or deliver suchinformation); and

shall have no obligation to engage in or respond to any oral(v)communications with respect to the transactions contemplated hereby, any transactiondocuments relating hereto or in any way relating to the Securities or for the purposes ofdetermining the initial credit rating of the Rated Notes or undertaking credit ratingsurveillance of the Rated Notes with the Rating Agency or any of its respective officers,directors or employees.

Effect of Headings and Table of Contents. The Article and SectionSection 14.5headings herein and the Table of Contents are for convenience only and shall not affect theconstruction hereof.

Successors and Assigns. All covenants and agreements in thisSection 14.6Indenture by the Co-Issuers and the Trustee shall bind their successors and assigns, whether soexpressed or not.

Benefits of Indenture. Nothing in this Indenture or the SecuritiesSection 14.7expressed or implied, shall give to any Person (other than (i) the parties hereto and theirsuccessors hereunder and (ii) the Asset Manager and the Holders, each of which shall be expressthird party beneficiaries of this Indenture), any benefit or any legal or equitable right, remedy orclaim under this Indenture. The parties hereto acknowledge and agree that the Asset Managershall be an express third party beneficiary of Section 15.2 with the right to enforce any rights orremedies thereunder to the same extent as if the Asset Manager was a party to this Indenture.

Governing Law. THIS INDENTURE AND EACH SECURITYSection 14.8SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF NEW YORK.

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Submission to Jurisdiction. The parties hereto, to the fullest extentSection 14.9permitted by applicable law, irrevocably submit to the non-exclusive jurisdiction of the UnitedStates District Court for the Southern District of New York and any court of the State of NewYork located in the City and County of New York, and any appellate court from any courtthereof, in any action, suit or proceeding brought against it, arising out of or relating to thisIndenture, the Securities or the transactions contemplated hereunder or for recognition orenforcement of any judgment, and the parties hereto hereby irrevocably and unconditionallyagree that all claims in respect of any such action or proceeding may be heard or determined insuch New York State court or, to the extent permitted by law, in such Federal court. The partieshereto agree that a final judgment in any such action, suit or proceeding shall be conclusive andmay be enforced in other jurisdictions by suit on the judgment or in any other manner providedby law. To the fullest extent permitted by applicable law, the parties hereto hereby waive andagree not to assert by way of motion, as a defense or otherwise in any such suit, action orproceeding, any claim that it is not personally subject to the jurisdiction of such courts, that thesuit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, actionor proceeding is improper or that the related documents or the subject matter thereof may not belitigated in or by such courts.

Counterparts. This instrument may be executed in any number ofSection 14.10counterparts, each of which so executed shall be deemed to be an original, but all suchcounterparts shall together constitute but one and the same instrument. Electronic delivery of anexecuted counterpart will be effective as delivery of a manually executed counterpart of thisIndenture.

Liability of Co-Issuers. Notwithstanding any other terms of thisSection 14.11Indenture (other than the last paragraph of Section 7.1), the Notes or any other agreement enteredinto between, inter alia, the Co-Issuers or otherwise, neither of the Co-Issuers shall have anyliability whatsoever to the other under this Indenture, the Securities, any such agreement orotherwise, and, without prejudice to the generality of the foregoing neither of the Co-Issuers shallbe entitled to take any steps to enforce, or bring any action or proceeding, in respect of thisIndenture, the Securities, any such agreement or otherwise against the other. In particular,neither of the Co-Issuers shall be entitled to petition or take any other steps for the winding up orbankruptcy of the other or shall have any claim in respect of any assets of the other.

Severability. In case any provision in this Indenture or in theSection 14.12Securities shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of theremaining provisions shall not in any way be affected or impaired thereby.

Waiver of Jury Trial. THE TRUSTEE, THE HOLDERS, THESection 14.13ISSUER AND THE CO-ISSUER HEREBY KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY WAIVE (TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW) ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYLITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTIONWITH, THIS INDENTURE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIESHERETO. EACH OF THE ISSUER, THE CO-ISSUER, THE TRUSTEE, AND THE

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HOLDERS ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL ANDSUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION ISA MATERIAL INDUCEMENT FOR SUCH PARTIES ENTERING INTO THIS INDENTUREOR ACCEPTING ANY OF THE BENEFITS OF THE SECURITIES.

ARTICLE XV

ASSET MANAGEMENT

Assignment of Asset Management Agreement. (a) The Issuer, inSection 15.1furtherance of the covenants of this Indenture and as security for the Secured Obligations and theperformance and observance of the provisions hereof, hereby assigns, transfers, conveys and setsover to the Trustee, for the benefit of the Secured Parties, all of the Issuer's right, title and interestin, to and under the Asset Management Agreement, including, without limitation, (i) the right togive all notices, consents and releases thereunder, (ii) the right to give all notices of terminationand to take any legal action upon the breach of an obligation of the Asset Manager thereunder,including the commencement, conduct and consummation of proceedings 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 whatsoever that the Issuer is or may be entitled to dothereunder; provided, however, that the Issuer may exercise any of its rights under the AssetManagement Agreement without notice to or the consent of the Trustee (except as otherwiseexpressly required by this Indenture), so long as an Event of Default has not occurred and is notcontinuing.

The assignment made hereby is executed as collateral security, and the(b)execution and delivery hereof shall not in any way impair or diminish the obligations of the Issuerunder the provisions of the Asset Management Agreement, nor shall any of the obligationscontained in the Asset Management Agreement be imposed on the Trustee. Upon the retirement ofthe Notes and the release of the Collateral from the lien of this Indenture, this assignment and allrights herein assigned to the Trustee shall cease and terminate and all of the estate, right, title andinterest of the Trustee in, to and under the Asset Management Agreement shall revert to the Issuerand no further instrument or act shall be necessary to evidence such termination and reversion.

Standard of Care Applicable to Asset Manager. For the avoidanceSection 15.2of doubt, the standard of care set forth in the Asset Management Agreement shall apply to theAsset Manager with respect to those provisions of this Indenture applicable to the AssetManager.

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IN WITNESS WHEREOF, we have set our hands and executed thisINDENTURE as a Deed as of the date first written above.

MARINER CLO 2016-3, LTD., as IssuerExecuted as a Deed

By:Name:Title:

Witnessed by:Name:

MARINER CLO 2016-3, LLC, as Co-Issuer

By:Name:Title:

U.S. BANK NATIONAL ASSOCIATION,as Trustee

By:Name:Title:

SCHEDULE A-1

MOODY'S INDUSTRY CLASSIFICATION GROUP LIST

Aerospace & Defense1.

Automotive2.

Banking, Finance, Insurance & Real Estate3.

Beverage, Food & Tobacco4.

Capital Equipment5.

Chemicals, Plastics & Rubber6.

Construction & Building7.

Consumer goods: Durable8.

Consumer goods: Non-durable9.

Containers, Packaging & Glass10.

Energy: Electricity11.

Energy: Oil & Gas12.

Environmental Industries13.

Forest Products & Paper14.

Healthcare & Pharmaceuticals15.

High Tech Industries16.

Hotel, Gaming & Leisure17.

Media: Advertising, Printing & Publishing18.

Media: Broadcasting & Subscription19.

Media: Diversified & Production20.

Metals & Mining21.

Retail22.

Services: Business23.

Sch A-1- 1

Services: Consumer24.

Sovereign & Public Finance25.

Telecommunications26.

Transportation: Cargo27.

Transportation: Consumer28.

Utilities: Electric29.

Utilities: Oil & Gas30.

Utilities: Water31.

Wholesale32.

Sch A-1- 2

SCHEDULE A-2

S&P INDUSTRY CLASSIFICATIONS

IndustryAssetCode

Asset Description

Industry Code Description

0 Zero Default Risk1020000 Energy

Equipment &Services

5220000 Personal Products

1030000 Oil, Gas &Consumable

Fuels6020000

Health Care Equipment & Supplies

1033403 Mortgage RealEstate

InvestmentTrusts (REITs)

6030000 Health Care Providers & Services

2020000 Chemicals 9551729 Health Care Technology2030000 Construction

Materials6110000 Biotechnology

2040000 Containers &Packaging

6120000 Pharmaceuticals

2050000 Metals & Mining 9551727 Life Sciences Tools & Services2060000 Paper & Forest

Products7011000 Banks

3020000 Aerospace &Defense

7020000 Thrifts & Mortgage Finance

3030000 Building Products 7110000 Diversified Financial Services3040000 Construction &

Engineering7120000 Consumer Finance

3050000 ElectricalEquipment

7130000 Capital Markets

3060000 IndustrialConglomerates

7210000 Insurance

3070000 Machinery7311000

Real Estate Investment Trusts (REITs)

3080000 TradingCompanies &Distributors

7310000Real Estate Management & Development

3110000 CommercialServices &Supplies

8020000 Internet Software & Services

9612010 Professional Services 8030000 IT Services3210000 Air Freight &

Logistics8040000 Software

3220000 Airlines 8110000 Communications Equipment3230000 Marine

8120000Technology Hardware, Storage & Peripherals

3240000 Road & Rail

Schedule A-2- 1

8130000 Electronic Equipment, Instruments & Components

3250000 TransportationInfrastructure 8210000

Semiconductors & Semiconductor Equipment

4011000 Auto Components9020000

Diversified Telecommunication Services

4020000 Automobiles9030000

Wireless Telecommunication Services

4110000 HouseholdDurables

9520000 Electric Utilities

4120000 Leisure Products 9530000 Gas Utilities4130000 Textiles,

Apparel &Luxury Goods

9540000 Multi-Utilities

4210000 Hotels,Restaurants &

Leisure9550000 Water Utilities

4300001 Entertainment4300002 Interactive Media and Services4310000 Media

9551701Diversified Consumer Services

9551702

Independent Power and Renewable Electricity Producers

4310000 Media

PF1 Project Finance: Industrial Equipment

4410000 Distributors PF2 Projection Finance: Leisure and Gaming

4420000 Internet and

CatalogDirect Marketing Retail

PF3 Project Finance: Natural Resources and Mining

4430000 Multiline Retail PF4 Project Finance: Oil and Gas4440000 Specialty Retail PF5 Project Finance: Power5020000 Food & Staples

RetailingPF6 Project Finance: Public

Finance and Real Estate5110000 Beverages PF7 Project Finance:

Telecommunications5120000 Food Products PF8 Project Finance: Transport5130000 Tobacco IPF International Public Finance5210000 Household

Products5220000 Personal Products6020000 Health Care Equipment & Supplies6030000 Health Care Providers & Services

Schedule A-2- 2

6110000 Biotechnology6120000 Pharmaceuticals7011000 Banks7020000 Thrifts & Mortgage Finance7110000 Diversified Financial Services7120000 Consumer Finance7130000 Capital Markets7210000 Insurance7310000 Real Estate Management & Development7311000 Equity REITs8030000 IT Services8040000 Software8110000 Communications Equipment8120000 Technology Hardware, Storage & Peripherals8130000 Electronic Equipment, Instruments & Components8210000 Semiconductors & Semiconductor Equipment9020000 Diversified Telecommunication Services9030000 Wireless Telecommunication Services9520000 Electric Utilities9530000 Gas Utilities9540000 Multi-Utilities9550000 Water Utilities95517019551702

Diversified Consumer ServicesIndependent Power and Renewable Electricity Producers

9551727 Life Sciences Tools & Services9551729 Health Care Technology9612010 Professional Services

PF1 Project Finance: Industrial EquipmentPF2PF3PF4

Project Finance: Leisure and GamingProject Finance: Natural Resources and Mining

Project Finance: Oil and GasPF5PF6

Project Finance: PowerProject Finance: Public Finance and Real Estate

PF7PF8

Project Finance: TelecommunicationsProject Finance: Transport

Schedule A-2- 3

SCHEDULE B

MOODY'S RATING SCHEDULE

"Assigned Moody's Rating": The monitored publicly available rating or theestimated rating expressly assigned to a debt obligation (or facility) by Moody's that addressesthe full amount of the principal and interest promised. Any Assigned Moody's Rating that is anestimated rating which has not been obtained within 90 days following a material deteriorationdetermination or a material amendment will be deemed to be "Caa1" pending receipt of suchrating.

"Moody's Credit Estimate": With respect to any Collateral Obligation as of anydate of determination, an estimated credit rating for such Collateral Obligation (or, if such creditestimate is the Moody's Rating Factor, the credit rating corresponding to such Moody's RatingFactor) provided or confirmed by Moody's; provided that if Moody's has been requested by theIssuer, the Asset Manager or the issuer of such Collateral Obligation to assign or renew anestimate with respect to such Collateral Obligation but such rating estimate has not beenreceived, pending receipt of such estimate, the Moody's Rating or Moody's Default ProbabilityRating of such Collateral Obligation shall be (1) "B3", for a period of no longer than threemonths, if the Asset Manager certifies to the Trustee and the Collateral Administrator that theAsset Manager believes that (x) it has provided all information required by Moody's to providethe credit estimate and (y) such estimate shall be at least "B3" and if the Aggregate PrincipalBalance of Collateral Obligations determined pursuant to this subclause (1) does not exceed 10%of the Collateral Principal Balance of all Collateral Obligations or (2) otherwise, "Caa3";provided further, with respect to a Collateral Obligation's credit estimate which has not beenrenewed, the Moody's Credit Estimate will be (1) within 13-15 months of issuance, onesubcategory lower than the estimated rating and (2) after 15 month of issuance, "Caa3."

"Moody's Default Probability Rating": With respect to any Collateral Obligation,as of any date of determination, the rating determined in accordance with the following, in thefollowing order of priority:

any Collateral Obligation (other than a DIP Loan):(a)

if the obligor of such Collateral Obligation has a corporate family(i)rating by Moody's (including pursuant to a Moody's Credit Estimate), such rating;

if the preceding clause does not apply, if the senior unsecured debt(ii)of the obligor of such Collateral Obligation has a public rating by Moody's (a"Moody's Senior Unsecured Rating"), such Moody's Senior Unsecured Rating;

if the preceding clauses do not apply, if the senior secured debt of(iii)the obligor has a public rating by Moody's, the Moody's rating that is onesubcategory lower than such rating;

if the preceding clauses do not apply, the Asset Manager may elect(iv)to use (A) a Moody's Credit Estimate or (B) a rating estimated in good faith by the

Schedule B- 1

Asset Manager in accordance with the Moody's RiskCalc Calculation, in eachcase to determine the Moody's Rating Factor for such Collateral Obligation;provided that no more than 20% (or such higher percentage as Moody's mayconfirm) of the Aggregate Principal Balance of the Collateral Obligations mayhave Moody's Rating Factors assigned using the Moody's RiskCalc Calculation;

if the preceding clauses do not apply, the Moody's Derived Rating,(v)if any; or

if the preceding clauses do not apply, "Caa3."(vi)

with respect to a DIP Loan, the rating which is one subcategory below the(b)facility rating (whether public or private) of such DIP Loan rated by Moody's.

For purposes of determining a Moody's Default Probability Rating, if an obligordoes not have a Moody's corporate family rating and any entity in such obligor's corporate familyhas a Moody's corporate family rating, the Moody's corporate family rating from Moody's of suchentity will be deemed to be the Moody's corporate family rating of the obligor.

"Moody's Derived Rating": With respect to any Collateral Obligation and theobligor thereof as of any date of determination, is the rating determined in accordance with thefollowing, in the following order of priority:

if another obligation of the obligor is rated by Moody's, by adjusting the(a)rating of the related Moody's rated obligations of the related obligor by the number ofrating subcategories according to the table below:

Obligation Category of RatedObligation Rating of Rated Obligation

Number of SubcategoriesRelative to RatedObligation Rating

Senior secured obligation greater than or equal to B2 -1Senior secured obligation less than B2 -2Subordinated obligation greater than or equal to B3 +1Subordinated obligation less than B3 0

if the preceding clauses do not apply, by using one of the methods(b)provided below:

pursuant to the table below:(i)

Schedule B- 2

Type of CollateralObligation

Rating by S&P(Public andMonitored)

Collateral Obligation Ratedby S&P

Number ofSubcategories

Relative toMoody's

Equivalent ofRating by S&P

Not StructuredFinance Obligation

= >BBB- Not a Loan orParticipation in Loan

-1

Not StructuredFinance Obligation

= <BB+ Not a Loan orParticipation in Loan

-2

Not StructuredFinance Obligation

Loan orParticipation in Loan

-2

if such Collateral Obligation is not rated by S&P but another(ii)security or obligation of the obligor has a public and monitored rating by S&P (a"parallel security"), the rating of such parallel security shall at the election of theAsset Manager be determined in accordance with the table set forth in subclause(i) above, and the Moody's Rating or Moody's Default Probability Rating of suchCollateral Obligation shall be determined in accordance with the methodology setforth in clause (a) above (for such purposes treating the parallel security as if itwere rated by Moody's at the rating determined pursuant to this subclause (ii));

provided that the Aggregate Principal Balance of Collateral Obligations determinedpursuant to this subclause (b) does not exceed 10% of the Collateral Principal Balance ofall Collateral Obligations.

"Moody's Rating": With respect to any Collateral Obligation as of any date ofdetermination, is the rating determined in accordance with the following, in the following orderof priority:

with respect to any Collateral Obligation that is a Senior Secured Loan:(a)

if Moody's has assigned such Collateral Obligation a rating(i)(including pursuant to a Moody's Credit Estimate), such rating;

if the preceding clause does not apply, if the obligor of such(ii)Collateral Obligation has a corporate family rating by Moody's (includingpursuant to a Moody's Credit Estimate), the Moody's rating that is onesubcategory higher than such corporate family rating;

if the preceding clauses do not apply, if the obligor of such(iii)Collateral Obligation has a Moody's Senior Unsecured Rating, the Moody's ratingthat is two subcategories higher than such Moody's Senior Unsecured Rating;

if the preceding clauses do not apply the Moody's Derived Rating,(iv)if any; or

Schedule B- 3

if the preceding clauses do not apply, "Caa3."(v)

With respect to a Collateral Obligation that is not a Senior Secured Loan:(b)

if Moody's has assigned such Collateral Obligation a rating(i)(including pursuant to a Moody's Credit Estimate), such rating;

if the preceding clause does not apply, if the obligor of such(ii)Collateral Obligation has a Moody's Senior Unsecured Rating, such Moody'sSenior Unsecured Rating;

if the preceding clauses do not apply, if the obligor of such(iii)Collateral Obligation has a corporate family rating by Moody's (includingpursuant to a Moody's Credit Estimate), the Moody's rating that is onesubcategory lower than such corporate family rating;

if the preceding clauses do not apply, if the subordinated debt of(iv)the obligor of such Collateral Obligation has a public rating from Moody's, theMoody's rating that is one subcategory higher than such rating;

if the preceding clauses do not apply, the Moody's Derived Rating,(v)if any; or

if the preceding clauses do not apply, "Caa3."(vi)

Notwithstanding the foregoing, for purposes of determining a Moody's Rating, if an obligor doesnot have a Moody's corporate family rating and any entity in such obligor's corporate family has aMoody's corporate family rating, the Moody's corporate family rating from Moody's of suchentity will be deemed to be the Moody's corporate family rating of the obligor.

"Moody's Rating Factor": With respect to any Collateral Obligation, the number(i) determined pursuant to the Moody's RiskCalc Calculation or a Moody's Credit Estimatepursuant to the definition of Moody's Default Probability Rating or (ii) in all other cases, set forthin the table below opposite the Moody's Default Probability Rating of such Collateral Obligation.

Moody's DefaultProbability

Rating

Moody'sRatingFactor

Moody's DefaultProbability

Rating

Moody'sRatingFactor

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 6,500

Schedule B- 4

Moody's DefaultProbability

Rating

Moody'sRatingFactor

Moody's DefaultProbability

Rating

Moody'sRatingFactor

Baa2 360 Caa3 8,070Baa3 610 Ca, C or lower 10,000

"Moody's Recovery Rate": With respect to any Collateral Obligation, as of anydate of determination, will be the recovery rate determined in accordance with the following, inthe following order of priority:

if the Collateral Obligation has been specifically assigned a recovery rate(a)by Moody's (for example, in connection with the assignment by Moody's of an estimatedrating), such recovery rate;

if the preceding clause does not apply and it is a DIP Loan, 50%;(b)

if the preceding clauses do not apply, the rate determined pursuant to the(c)table below based on the number of rating subcategories difference between the CollateralObligation's Moody's Rating and its Moody's Default Probability Rating (for purposes ofclarification, if the Moody's Rating is higher than the Moody's Default Probability Rating,the rating subcategories difference will be positive and if it is lower, negative):

Number of Moody's RatingsSubcategories Difference

Between the Moody's Ratingand the Moody's Default

Probability Rating

Senior SecuredLoans (%)

Second LienLoans (%)

Other CollateralObligations (%)

+2 or more 60 55* 45+1 50 45* 350 45 35* 30-1 40 25 25-2 30 15 15

-3 or less 20 5 5

* If the Collateral Obligation does not have both a corporate family rating from Moody's and an AssignedMoody's Rating, its Moody's Recovery Rate will be determined by reference to the "Other CollateralObligations" column.

and

if the preceding clauses do not apply, 50%.(d)

"Moody's RiskCalc Calculation": For purposes of the definition of Moody'sDefault Probability Rating, the calculation made as follows, as modified by any updated criteriaprovided to the Asset Manager by Moody's:

Schedule B- 5

For purposes of this calculation, the following terms have the meanings1.provided below.

".EDF": With respect to any loan, the lowest five year expected default frequencyfor such loan as determined by running the current version Moody's RiskCalc in both theFinancial Statement Only (FSO) and the Credit Cycle Adjusted (CCA) modes in accordance withMoody's published criteria in effect at the time. In the CCA mode, the model will be run for thecurrent year, as well as for each of the previous four years (12, 24, 36 and 48 months prior).

"Pre-Qualifying Conditions": With respect to any loan, conditions that will besatisfied if the obligor or, if applicable, the Underlying Instrument with respect to the applicableloan satisfies the following criteria for the most recent fiscal year:

the independent accountants of such obligor shall have issued an(a)unqualified, signed U.S. GAAP audit opinion with respect to the most recent fiscal yearfinancial statements, including no explanatory paragraph addressing "going concern" orother issues; for LBOs, a full one-year audit of the firm after the acquisition has beencompleted should be available;

the obligor's EBITDA is equal to or greater than U.S.$5,000,000;(b)

the obligor's annual sales are equal to or greater than(c)U.S.$10,000,000;

the obligor's book assets are equal to or greater than(d)U.S.$10,000,000;

for the current and prior fiscal year, such obligor's:(e)

EBIT/interest expense ratio is greater than 1.0:1.0 and(i)1.25:1.00 with respect to retail (adjusted for rent expense); and

debt/EBITDA ratio is less than 6.0:1.0;(ii)

no greater than 25% of the company's revenue is generated from(f)any one customer of the obligor;

the obligor is a for profit operating company in any one of the(g)Moody's Industry Classification Groups with the exception of (i) Banking, Finance,Insurance and Real Estate and (ii) Sovereign and Public Finance;

none of the financial covenants of the Underlying Instrument have(h)been modified, amended or waived within the preceding three months; and

the Underlying Instrument (including any financial covenants(i)contained therein) has not been modified or waived within the preceding three months

Schedule B- 6

except for waivers or modifications determined by the Asset Manager in its reasonablediscretion not to relate to a decline in credit quality.

The Asset Manager shall provide Moody's with the .EDF and the2.information necessary to calculate such .EDF, such information to include: (i) audited financialstatements used for RiskCalc model inputs, (ii) RiskCalc model inputs, (iii) documentation thatPre-Qualifying Conditions have been met, (iv) all model runs and mapped rating factors and (v)documentation for any loan amendments or modifications. Moody's shall have the right (in itssole discretion) to (i) amend or modify any of the information utilized to calculate the .EDF andrecalculate the .EDF based upon such revised information, in which case such .EDF shall bedetermined using the table in paragraph 3 below in order to determine the applicable Moody'sDefault Probability Rating, or (ii) have a Moody's credit analyst provide a credit estimate for anyloan, in which case such credit estimate provided by such credit analyst shall be the applicableMoody's Default Probability Rating.

As of any date of determination, the Moody's Rating Factor for each loan3.that satisfies the Pre-Qualifying Conditions shall be the weaker of (i) the Asset Manager'sinternal rating or (ii) the Moody's Rating Factor based on the .EDF for such loan determined inaccordance with the table below:

RiskCalc-Derived .EDFMoody's Rating

Factor

Baa3.edf and above 1766Ba1.edf, Ba2.edf, Ba3.edf, or B1.edf 2720B2.edf or B3.edf 3490Caa.edf 4470

As of any date of determination, the Moody's Recovery Rate for each loan4.that meets the Pre-Qualifying Conditions shall be the lower of (i) the Asset Manager's internalrecovery rate or (ii) the recovery rate as determined in accordance with the table below (and theAsset Manager shall give the Collateral Administrator notice of such Moody's Recovery Rate):

Type of LoanMoody's Recovery

Rate

First-lien, senior secured loans 50%All other loans 25%

provided that Moody's shall have the right (in its sole discretion) to issue a recovery rate assignedby one of its credit analysts, in which case such recovery rate provided by such credit analystshall be the applicable Moody's Recovery Rate.

Schedule B- 7

SCHEDULE C

S&P RATING SCHEDULE

"S&P Matrix": The applicable weighted average recovery rate with respect to theHighest Priority S&P Class will be determined according to its initial S&P rating on the ClosingDate by reference to the applicable "S&P Recovery Rate Case" set forth in the S&P Matrixbelow, as elected by the Asset Manager. On and after the Effective Date, the Asset Manager willhave the right to choose which S&P Recovery Rate Case set forth below will be applicable forpurposes of the S&P Weighted Average Recovery Rate Test. On 10 Business Days' writtennotice to the Collateral Administrator (or such shorter time as may be acceptable to the CollateralAdministrator), the Asset Manager may choose a different S&P Recovery Rate Case; providedthat the Collateral Obligations must be in compliance with such different S&P Recovery RateCase and, solely for purposes of this proviso, if the Issuer has entered into a commitment toinvest in a Collateral Obligation, compliance with newly selected S&P Recovery Rate Case maybe determined after giving effect to such investment. For the avoidance of doubt, in no eventwill the Asset Manager be obligated to a choose different S&P Recovery Rate Case. In the eventthe Asset Manager fails to choose a S&P Recovery Rate Case prior to the Effective Date, S&PRecovery Rate Case 18 will apply.

S&P Recovery Initial Note rating categories

Rate Case AAA (%) AA (%) A (%) BBB (%) BB (%)

1 40.55 50.15 55.75 61.75 66.752 40.80 50.40 56.00 62.00 67.003 41.05 50.65 56.25 62.25 67.254 41.30 50.90 56.50 62.50 67.505 41.55 51.15 56.75 62.75 67.756 41.80 51.40 57.00 63.00 68.007 42.05 51.65 57.25 63.25 68.258 42.30 51.90 57.50 63.50 68.509 42.55 52.15 57.75 63.75 68.7510 42.80 52.40 58.00 64.00 69.0011 43.05 52.65 58.25 64.25 69.2512 43.30 52.90 58.50 64.50 69.5013 43.55 53.15 58.75 64.75 69.7514 43.80 53.40 59.00 65.00 70.0015 44.05 53.65 59.25 65.25 70.2516 44.30 53.90 59.50 65.50 70.5017 44.55 54.15 59.75 65.75 70.7518 44.80 54.40 60.00 66.00 71.0019 45.05 54.65 60.25 66.25 71.2520 45.30 54.90 60.50 66.50 71.5021 45.55 55.15 60.75 66.75 71.7522 45.80 55.40 61.00 67.00 72.0023 46.05 55.65 61.25 67.25 72.25

Schedule C- 1

S&P Recovery Initial Note rating categories

Rate Case AAA (%) AA (%) A (%) BBB (%) BB (%)

24 46.30 55.90 61.50 67.50 72.5025 46.55 56.15 61.75 67.75 72.7526 46.80 56.40 62.00 68.00 73.0027 47.05 56.65 62.25 68.25 73.2528 47.30 56.90 62.50 68.50 73.5029 47.55 57.15 62.75 68.75 73.7530 47.80 57.40 63.00 69.00 74.0031 48.05 57.65 63.25 69.25 74.25

"S&P Rating": With respect to any Collateral Obligation, the rating determined asfollows: provided, however, (a) if such Collateral Obligation is (x) on watch for upgrade by S&Pit shall be treated as upgraded by one rating subcategory or (y) on watch for downgrade by S&P itshall be treated as downgraded by one rating subcategory, unless S&P has notified the AssetManager in writing that such treatment is no longer required; (b) if it is a DIP Loan with a ratingby S&P as published by S&P and still outstanding, its S&P Rating shall be such rating; provided,that if such credit rating is a point-in-time credit rating, such rating was not assigned more than12 months prior to the date of determination; and (c) if it is a Current Pay Obligation of anobligor that (x) is not in bankruptcy and (y) has a Distressed Exchange Offer pending, its S&PRating shall be determined based on clause (v):

if there is an issuer credit rating by S&P as published by S&P (or(i)rating on a guarantor that unconditionally and irrevocably guarantees suchCollateral Obligation pursuant to a form of guarantee that satisfies S&P'sguarantee criteria), then the S&P Rating of such Collateral Obligation shall besuch rating;

if there is not an issuer credit rating by S&P but there is a rating by(ii)S&P on a senior unsecured obligation of the obligor, then the S&P Rating of suchCollateral Obligation shall be such rating;

if such Collateral Obligation is a senior secured or senior(iii)unsecured obligation of the obligor:

if there is not an issuer credit rating or a rating on a senior(A)unsecured obligation of the obligor by S&P, but there is a rating by S&Pon a senior secured obligation of the obligor, then the S&P Rating of suchCollateral Obligation shall be one subcategory below such rating; and

if there is not an issuer credit rating or a rating on a senior(B)unsecured or senior secured obligation of the obligor by S&P, but there isa rating by S&P on a subordinated obligation of the obligor, then the S&P

Schedule C- 2

Rating of such Collateral Obligation shall be one subcategory above suchrating if such rating is higher than "BB+" and will be two subcategoriesabove such rating if such rating is "BB+" or lower;

if clauses (i) through (iii) do not apply, then the S&P Rating of(iv)such Collateral Obligation may be determined using any one of the methodsbelow:

if an obligation of the obligor has a published rating from(A)Moody's and is not a DIP Loan then the S&P Rating will be determined inaccordance with the methodologies for establishing the Moody's Rating,except that the S&P Rating of such Collateral Obligation shall be (1) onesubcategory below the S&P equivalent of the rating assigned by Moody'sif such Collateral Obligation is rated "Baa3" or higher by Moody's and (2)two subcategories below the S&P equivalent of the rating assigned byMoody's if such Collateral Obligation is rated "Ba1" or lower by Moody's;provided that no more than 15% of the Pledged Collateral Obligations, byAggregate Principal Balance, may be given an S&P Rating based on arating given by Moody's as provided in this subclause (A); or

if no other security or obligation of the obligor is rated by(B)S&P or Moody's, then the Issuer or the Asset Manager on behalf of theIssuer, shall apply to S&P for a rating estimate, which shall be its S&PRating; provided that, pending receipt, its S&P Rating will be determinedas set forth in clause (vi) below;

if it is a Current Pay Obligation, then its S&P Rating will be(v)determined as follows: the higher of such obligation's issuer rating and "CCC";

(A) if the Issuer owns only one issue of debt obligation of anissuer with a Distressed Exchange Offer pending, then (1) with respect to aCurrent Pay Obligation ranking higher in priority (before and after theexchange) than the obligation subject to the Distressed Exchange Offer,the higher of (x) the rating derived by adjusting such Current PayObligation's issue rating up or down by the number of notches specified inTable 1 below for its related assigned specific recovery rating and (y)"CCC-," and (2) with respect to any other such Current Pay Obligation,"CCC-"; and

(B) if the Issuer owns more than one issue of obligations of anissuer with a Distressed Exchange Offer pending, then with respect to eachsuch Current Pay Obligation, the rating corresponding to the weightedaverage rating "points" in Table 2 below calculated by dividing (1) thesum of the products of (x) the outstanding par amount of each Current PayObligation multiplied by (y) the rating "points" in Table 2 belowcorresponding to the rating of such Current Pay Obligation as determinedpursuant to clause (A) above by (2) the aggregate outstanding par amount

Schedule C- 3

of all such Current Pay Obligations issued by the issuer with theDistressed Exchange Offer pending (rounded up to the nearest wholenumber).

Table 1

S&P Assigned Recovery RatingNotches to Derive Rating from Issue

Rating

1+ -31 -22 -13 04 05 +16 +2

None Not available for notching

Table 2

Rating Rating "Points"

AAA 1AA+ 2AA 3AA- 4A+ 5A 6A- 7

BBB+ 8BBB 9BBB- 10BB+ 11BB 12BB- 13B+ 14B 15B- 16

CCC+ 17CCC 18CCC- 19

if the Issuer has applied for a credit estimate (and concurrently(vi)submitted all available Required S&P Credit Estimate Information in respect ofsuch application) at the time of the acquisition of a Collateral Obligation, pendingreceipt from S&P of such estimate, the S&P Rating of such Collateral Obligation

Schedule C- 4

shall be the credit estimate that the Asset Manager believes will be provided byS&P, in each case for no more than 90 days (unless S&P grants an extension)after which the S&P Rating will be "CCC-"; a credit estimate must be renewedannually, and pending receipt of such renewal, the S&P Rating shall be that of theexpiring credit estimate for no more than 90 days after the 12 month anniversary(unless S&P grants an extension) after which the S&P Rating will be "CCC-";provided that the Asset Manager shall use commercially reasonable efforts toprovide prompt written notice to S&P of the occurrence of any of the followingevents with respect to a Collateral Obligation the S&P Rating of which is basedupon a credit estimate upon having acquired actual knowledge of the same: (i)nonpayment of interest or principal; (ii) the rescheduling of any interest orprincipal in any part of the capital structure; (iii) any material breach ofcovenant(s); (iv) any restructuring of debt (including proposed debt); (v) theoccurrence of significant transactions (material sales or acquisitions of assets); or(vi) changes in payment terms (that is, the addition of payment-in-kind terms,changes in maturity dates, and changes in coupon rates).

With respect to the Collateral Obligations generally, if at any time S&P (or itssuccessor) ceases to provide rating services, references to rating categories of S&P shall bedeemed instead to be references to the equivalent categories of any other nationally recognizedinvestment rating agency designated in writing by the Asset Manager on behalf of the Issuer(with written notice to the Collateral Administrator), as of the most recent date on which suchother rating agency and S&P published ratings for the type of security in respect of which suchalternative rating agency is used. The Trustee, the Collateral Administrator, the Issuer and theAsset Manager shall not disclose any such estimated rating received from S&P.

"S&P Recovery Rate": The S&P Recovery Rate of any Collateral Obligation will be determinedfor the Highest Priority S&P Class based on the tables below in the following manner, or such higherrecovery rate for which Rating Agency Confirmation from S&P is obtained:

(a) (a) if the Collateral Obligation has an S&P Assigned Recovery Rating, then the S&PRecovery Rate is the applicable percentage set forth in the Table 1;

(b) (b) if the Collateral Obligation is either senior unsecured debt or subordinated debt that doesnot have an S&P Assigned Recovery Rating and the senior secured debt of the obligor has an S&PAssigned Recovery Rating, then S&P Recovery Rate will be determined based on Table 2 and 3; and

(c) (c) if the Collateral Obligation does not have an S&P Assigned Recovery Rating and therelevant obligor does not have senior secured debt with a current S&P Assigned Recovery Rating, thenthe S&P Recovery Rate will be determined based on Table 4.

Schedule C- 5

Table 1: Recovery Rates for Obligations with S&P Assigned Recovery Ratings

S&P Recovery Rating of a Collateral Obligation

Initial Liability Rating

Range from

Published Reports*

"AAA" "AA" "A" "BBB" "BB""B" and

below

1+ 100 75% 85% 88% 90% 92% 95%

1 90-99 65% 75% 80% 85% 90% 95%

2 80-89 60% 70% 75% 81% 86% 89%

2 70-79 50% 60% 66% 73% 79% 79%

3 60-69 40% 50% 56% 63% 67% 69%

3 50-59 30% 40% 46% 53% 59% 59%

4 40-49 27% 35% 42% 46% 48% 49%

4 30-39 20% 26% 33% 39% 39% 39%

5 20-29 15% 20% 24% 26% 28% 29%

5 10-19 5% 10% 15% 19% 19% 19%

6 0-9 2% 4% 6% 8% 9% 9%

Recovery rate

* 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.

Asset Specific Recovery

Rates

Recovery Indicator

from published

reports Initial Liability Rating

"AAA" "AA" "A" "BBB" "BB" "B" "CCC"

and below

1+ 100 75.00% 85.00% 88.00% 90.00% 92.00% 95.00% 95.00%

1 95 70.00% 80.00% 84.00% 87.50% 91.00% 95.00% 95.00%

1 90 65.00% 75.00% 80.00% 85.00% 90.00% 95.00% 95.00%

2 85 62.50% 72.50% 77.50% 83.00% 88.00% 92.00% 92.00%

2 80 60.00% 70.00% 75.00% 81.00% 86.00% 89.00% 89.00%

2 75 55.00% 65.00% 70.50% 77.00% 82.50% 84.00% 84.00%

2 70 50.00% 60.00% 66.00% 73.00% 79.00% 79.00% 79.00%

3 65 45.00% 55.00% 61.00% 68.00% 73.00% 74.00% 74.00%

3 60 40.00% 50.00% 56.00% 63.00% 67.00% 69.00% 69.00%

3 55 35.00% 45.00% 51.00% 58.00% 63.00% 64.00% 64.00%

3 50 30.00% 40.00% 46.00% 53.00% 59.00% 59.00% 59.00%

4 45 28.50% 37.50% 44.00% 49.50% 53.50% 54.00% 54.00%

4 40 27.00% 35.00% 42.00% 46.00% 48.00% 49.00% 49.00%

4 35 23.50% 30.50% 37.50% 42.50% 43.50% 44.00% 44.00%

4 30 20.00% 26.00% 33.00% 39.00% 39.00% 39.00% 39.00%

5 25 17.50% 23.00% 28.50% 32.50% 33.50% 34.00% 34.00%

5 20 15.00% 20.00% 24.00% 26.00% 28.00% 29.00% 29.00%

5 15 10.00% 15.00% 19.50% 22.50% 23.50% 24.00% 24.00%

5 10 5.00% 10.00% 15.00% 19.00% 19.00% 19.00% 19.00%

6 5 3.50% 7.00% 10.50% 13.50% 14.00% 14.00% 14.00%

6 0 2.00% 4.00% 6.00% 8.00% 9.00% 9.00% 9.00%

Schedule C- 6

Schedule C- 7

Table 2: Recovery Rates for Senior Unsecured ObligationsJunior to Obligations with an S&P Assigned Recovery Rating

For Collateral Obligations Domiciled in Group A

S&P Asset Recovery

Rating of the Senior Secured Debt

InstrumentRate

Initial Liability Rating

"AAA" "AA" "A" "BBB" "BB" "B" and below

1+ 18% 20% 23% 26% 29% 31%1 18% 20% 23% 26% 29% 31%2 18% 20% 23% 26% 29% 31%3 12% 15% 18% 21% 22% 23%4 5% 8% 11% 13% 14% 15%5 2% 4% 6% 8% 9% 10%6 -% -% -% -% -% -%

Recovery rate

For Collateral Obligations Domiciled in Group B

S&P Asset Recovery

Rating of the Senior Secured Debt

InstrumentRate

Initial Liability Rating

"AAA" "AA" "A" "BBB" "BB" "B" and below

1+ 13% 16% 18% 21% 23% 25%1 13% 16% 18% 21% 23% 25%2 13% 16% 18% 21% 23% 25%3 8% 11% 13% 15% 16% 17%4 5% 5% 5% 5% 5% 5%5 2% 2% 2% 2% 2% 2%6 -% -% -% -% -% -%

Recovery rate

For Collateral Obligations Domiciled in Group C

S&P Asset Recovery

Rating of the Senior Secured Debt

InstrumentRate

Initial Liability Rating

"AAA" "AA" "A" "BBB" "BB" "B" and below

1+ 10% 12% 14% 16% 18% 20%1 10% 12% 14% 16% 18% 20%2 10% 12% 14% 16% 18% 20%3 5% 7% 9% 10% 11% 12%4 2% 2% 2% 2% 2% 2%5 -% -% -% -% -% -%6 -% -% -% -% -% -%

Recovery rate

Schedule C- 8

Table 3: Recovery Rates for Subordinated Obligations Junior to Obligations with an S&PAssigned Recovery Rating

For Collateral Obligations Domiciled in Groups A and B

S&P Asset Recovery

Rating of the Senior Secured Debt

InstrumentRate

Initial Liability Rating

"AAA" "AA" "A" "BBB" "BB" "B" and below

1+ 8% 8% 8% 8% 8% 8%1 8% 8% 8% 8% 8% 8%2 8% 8% 8% 8% 8% 8%3 5% 5% 5% 5% 5% 5%4 2% 2% 2% 2% 2% 2%5 -% -% -% -% -% -%6 -% -% -% -% -% -%

Recovery rate

For Collateral Obligations Domiciled in Group C

S&P Asset Recovery

Rating of the Senior Secured Debt

InstrumentRate

Initial Liability Rating

"AAA" "AA" "A" "BBB" "BB" "B" and below

1+ 5% 5% 5% 5% 5% 5%1 5% 5% 5% 5% 5% 5%2 5% 5% 5% 5% 5% 5%3 2% 2% 2% 2% 2% 2%4 -% -% -% -% -% -%5 -% -% -% -% -% -%6 -% -% -% -% -% -%

Recovery rate

Schedule C- 9

Table 4: S&P Tiered Corporate Recovery Rates (By Obligation Class and Class of Notes)

Recovery rates for obligors Domiciled in Group A, B or C:

Priority CategoryInitial Liability Rating

"AAA" "AA" "A" "BBB" "BB""B" and"CCC"

Senior Secured Loans*Group A 50% 55% 59% 63% 75% 79%Group B 39% 42% 46% 49% 60% 63%Group C 17% 19% 27% 29% 31% 34%

Senior Secured Loans (Cov-Lite Loans)*Group A 41% 46% 49% 53% 63% 67%Group B 32% 35% 39% 41% 50% 53%Group C 17% 19% 27% 29% 31% 34%

Unsecured Loans, Second Lien Loans and First-Lien Last-Out Loans**Group A 18% 20% 23% 26% 29% 31%Group B 13% 16% 18% 21% 23% 25%Group C 10% 12% 14% 16% 18% 20%

Subordinated loansGroup A 8% 8% 8% 8% 8% 8%Group B 8% 8% 8% 8% 8% 8%Group C 5% 5% 5% 5% 5% 5%

Recovery rateGroup A: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel,

Japan, Luxembourg, The Netherlands, Norway, Poland, Portugal, Singapore, Spain, Sweden, Switzerland,

U.K., U.S.the United Kingdom and the United States

Group B: Brazil, Dubai International Finance CentreCzech Republic, Greece, Italy, Mexico, South Africa,

Turkey, and the United Arab Emirates.

Group C: India, Indonesia, Kazakhstan, Russian FederationRussia, Ukraine, Vietnam and others not included inGroup A or Group B.

* Solely for the purpose of determining the S&P Recovery Rate for such loan, no loan will constitute a "Senior Secured Loan" if such loan is secured solely or primarily by common stock or other equity interests.

** Solely for the purpose of determining the S&P Recovery Rate for such loan, the aggregateprincipal balance of all Unsecured Loans, First-Lien Last-Out Loans and Second Lien Loansthat, in the aggregate, represent up to 15% of the Aggregate Principal Balance will have theS&P Recovery Rate specified for Unsecured Loans, First-Lien Last-Out Loans and SecondLien Loans in the table above and the aggregate principal balance of all Unsecured Loans,First-Lien Last-Out Loans and Second Lien Loans in excess of 15% of the AggregatePrincipal Balance will have the S&P Recovery Rate specified for subordinated loans in thetable above.

Schedule C- 10

SCHEDULE D

S&P CDO MONITOR SCHEDULE

"Class Break-even Default Rate": With respect to the Highest Priority S&P Class, the maximumpercentage of defaults, at any time, that the Current Portfolio or the Proposed Portfolio, asapplicable, can sustain, determined through application of the S&P CDO Monitor, 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 in full.

"Class Default Differential": With respect to the Highest Priority S&P Class, at any time, therate calculated by subtracting the Class Scenario Default Rate at such time for such Class fromthe Class Break-even Default Rate for such Class at such time.

"Class Scenario Default Rate": With respect to the Highest Priority S&P 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 Ratinginitial rating of such Class, determined byapplication by the Asset Manager of the S&P CDO Monitor at such time.

"Current Portfolio": At any time, the portfolio of Collateral Obligations and EligibleInvestments, representing Principal Proceeds (determined in accordance with certain assumptionsincluded in this Indenture), then held by the Issuer.

"Highest Priority S&P Class": The Class of Outstanding Notes that is rated by S&P in respect ofwhich no Higher Ranking Class is Outstanding.

"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.

"S&P CDO Adjusted BDR": The value calculated based on the following formula (or such otherpublished formula by S&P that the Asset Manager provides to the Collateral Administrator):

BDR * (A/B) + (B-A) / (B * (1-WARR)), whereXXwhere

Term MeaningBDR S&P CDO BDR

A Effective Date Target Par

B

Collateral Principal Balance (excluding the AggregatePrincipal Balance of the Collateral Obligations that are notS&P CLO Specified Assets) plus the S&P Collateral Value

of the Collateral Obligations that are not S&P CLO SpecifiedAssets

WARRS&P Weighted Average S&P Recovery Rate for theHighest

Priority S&P Class A Notes

Schedule D- 1

"S&P CDO BDR": The value calculated based on the following formula (or such otherpublished formula by S&P that the Asset Manager provides to the Collateral Administrator):

C0 + (C1 * WAS) + (C2 * WARR), where

Term MeaningC0 0.05361[_]C1 4.660837[_]C2 1.051982[_]

WAS S&P Weighted Average Spread

WARRS&P Weighted Average S&P Recovery Rate for theHighest

Priority S&P Class A Notes

"S&P CDO Formula Election Date": The date designated by the Asset Manager upon at leastfive Business Days' prior written notice to S&P, the Trustee and the Collateral Administrator asthe date on which the Issuer will begin to utilize the S&P CDO Adjusted BDR, provided that anS&P CDO Formula Election Date may only occur once.

"S&P CDO Formula Election Period": The period from the S&P CDO Formula Election Dateuntil the occurrence of an S&P CDO Model Election Date.

"S&P CDO Model Election Date": The date designated by the Asset Manager upon at least fiveBusiness Days' prior written notice to S&P, the Trustee and the Collateral Administrator as thedate on which the Issuer will begin to utilize the S&P CDO Monitor.

"S&P CDO Model Election Period": (i) The period from the Effective Date until the occurrenceof the S&P CDO Formula Election Date (if any) and (ii) the period, if any, from and after theS&P CDO Model Election Date.

"S&P CDO Monitor": The computer model developed by S&P used to calculate the defaultfrequency in terms of the amount of debt assumed to default as a percentage of the originalprincipal amount of the Collateral Obligations consistent with a specified benchmark rating levelbased upon certain assumptions (including the applicable S&P Weighted Average S&P RecoveryRate) and S&P's proprietary corporate default studies, as may be amended by S&P from time totime upon notice to the Asset Manager, the Collateral Administrator and the Trustee. The modelis currently available at https://www.sp.sfproducttools.com/sfdist/login.ex. The inputs to theS&P CDO Monitor will be chosen by the Asset Manager and include either (x) a S&P WeightedAverage S&P Recovery Rate and a S&P Weighted Average Spread from the definition of S&PCDO Monitor Inputs or (y) a S&P Weighted Average S&P Recovery Rate and a S&P WeightedAverage Spread confirmed in writing by S&P, provided that as of the date such inputs to theS&P CDO Monitor are selected, the S&P Weighted Average S&P Recovery Rate for the HighestPriority S&P Class equals or exceeds the S&P Weighted Average S&P Recovery Rate for suchClass chosen by the Asset Manager and the S&P Weighted Average Spread equals or exceeds theS&P Weighted Average Spread chosen by the Asset Manager. In the case of an S&P CDOModel Election Period, any requirement that involves the use of the S&P CDO Monitor(including the S&P CDO Monitor Test and Class Scenario Default Rate) will apply only

Schedule D- 2

following receipt of the input files for the S&P CDO Monitor by the Asset Manager and theCollateral Administrator.

"S&P CDO Monitor Inputs": The following inputs selected by the Asset Manager: (a) (a) S&PWeighted Average S&P Recovery Rate selected from the table below; provided that unless theAsset Manager otherwise notifies S&P in writing on or prior to the Effective Date, as of theEffective as of the Second Refinancing Date the S&P Weighted Average S&P Recovery Ratewill be 44.80[_]%;

Liability RatingAn Amount (in increments of 0.10%):

Not Less Than (%) Not Greater Than (%)

"AAA" 35[_] 50[_]

(b)

(b) S&P Weighted Average Spread, any spread between 2.00[_]% and 5.00[_]% (in incrementsof 0.05%); provided that unless the Asset Manager otherwise notifies S&P in writing on or priorto the Effective Date, as of the Effectiveas of the Second Refinancing Date the S&P WeightedAverage Spread will be 3.50[_]%.

"S&P CDO Monitor Test": A test that will be satisfied on any Measurement Date after theEffective Date and, solely in the case of an S&P CDO Model Election Period, following receiptby the Asset Manager and the Collateral Administrator of the S&P CDO Monitor input files, if,after giving effect to the sale of a Collateral Obligation or the purchase of a Collateral Obligation,(a) during any S&P CDO Model Election Period, the Class Default Differential of the ProposedPortfolio with respect to the Highest Priority S&P Class is positive; (b) during any S&P CDOFormula Election Period, the S&P CDO Adjusted BDR is equal to or greater than the S&P CDOSDR; provided that for purposes of calculating the S&P CDO Monitor Test during any S&PCDO Formula Election Period in connection with the Effective Date, the S&P Effective DateAdjustment will be applied; or (c) no Class rated by S&P remains Outstanding.

"S&P CDO SDR": The value calculated based on the following formula (or such other publishedformula by S&P that the Asset Manager provides to the Collateral Administrator):

0.3299150.247621 + (1.210322 * EPDRSPWARF/9162.65) – (0.586627 * DRD/16757.2) +-(2.538684 / ODM/7677.8) +- ((0.216729 / IDM/2177.56) +- (0.0575539 /RDM/34.0948) –+(0.0136662 * WAL/27.3896), where

Term Meaning

EPDRSPWARFS&P Expected Portfolio Default RateWeighted Average

Rating FactorDRD S&P Default Rate DispersionODM S&P Obligor Diversity MeasureIDM S&P Industry Diversity MeasureRDM S&P Regional Diversity MeasureWAL S&P Weighted Average Life

Schedule D- 3

For purposes of this calculation, the following definitions will apply:

"S&P Default Rate": For each S&P CLO Specified Asset, the assumed defaultrate contained within Standard & Poor's default rate table (see "CDO Evaluator 6.3 ParametersRequired To Calculate S&P Portfolio Benchmarks," published February 24, 2015, or such otherpublished table by S&P that the Asset Manager provides to the Collateral Administrator) usingthe S&P CLO Specified Asset's S&P Rating and the number of years to maturity. If the numberof years to maturity is not an integer, the default rate is determined using linear interpolation.

"S&P Default Rate Dispersion": The value calculated by multiplying thePrincipal Balance for each S&P CLO Specified Asset by the absolute value of thedifference between the S&P Default RateRating Factor and the S&P ExpectedPortfolio Default RateWeighted Average Rating Factor, then summing the totalfor the portfolio and then dividing this result by the Aggregate Principal Balanceof the S&P CLO Specified Assets.

"S&P Expected Portfolio Default Rate": The value calculated by multiplying thePrincipal Balance of each S&P CLO Specified Asset by the S&P Default Rate, then summing thetotal for the portfolio and then dividing this result by the Aggregate Principal Balance of all ofthe S&P CLO Specified Assets.

"S&P Industry Diversity Measure": The value calculated by determining theAggregate Principal Balance of the S&P CLO Specified Assets within each S&PIndustry Classification, then dividing each of these amounts by the AggregatePrincipal Balance of the S&P CLO Specified Assets from all the industries,squaring the result for each industry and then taking the reciprocal of the sum ofthese squares.

"S&P Obligor Diversity Measure": The value calculated by determining theAggregate Principal Balance of the S&P CLO Specified Assets from each obligorand its affiliates, then dividing each of these amounts by the Aggregate PrincipalBalance of S&P CLO Specified Assets from all the obligors in the portfolio,squaring the result for each obligor and then taking the reciprocal of the sum ofthese squares.

"S&P Rating Factor": For each S&P CLO Specified Asset, a number set forth tothe right of the applicable S&P Rating below (or as published by S&P from timeto time as determined by the Asset Manager), which table may be adjusted fromtime to time by S&P:

Schedule D- 4

S&P Rating S&P Rating Factor S&P Rating S&P Rating Factor

AAA 13.51 BB+ 784.92AA+ 26.75 BB 1233.63AA 46.36 BB- 1565.44AA- 63.90 B+ 1982.00A+ 99.50 B 2859.50A 146.35 B- 3610.11A- 199.83 CCC+ 4641.40

BBB+ 271.01 CCC 5293.00BBB 361.17 CCC- 5751.10BBB- 540.42 CC, D or SD 10,000

"S&P Regional Diversity Measure": The value calculated by determining theAggregate Principal Balance of the S&P CLO Specified Assets within eachStandard & Poor's region categorization (see "CDO Evaluator 6.37.2 ParametersRequired To Calculate S&P Global Ratings Portfolio Benchmarks," publishedFebruary 24, 2015,March 27, 2017, or such other published table by S&P that theAsset Manager provides to the Collateral Administrator), then dividing each ofthese amounts by the Aggregate Principal Balance of the S&P CLO SpecifiedAssets from all regions in the portfolio, squaring the result for each region andthen taking the reciprocal of the sum of these squares.

"S&P Weighted Average Life": The value calculated by determining the numberof years between the current date and the maturity date of each S&P CLOSpecified Asset, then multiplying each S&P CLO Specified Asset's PrincipalBalance by its number of years, summing the results of all S&P CLO SpecifiedAssets and then dividing this amount by the Aggregate Principal Balance of allS&P CLO Specified Assets.

"S&P Weighted Average Rating Factor": The value calculated by summing theproducts obtained by multiplying the Principal Balance for each S&P CLOSpecified Asset by its S&P Rating Factor, dividing such sum by the AggregatePrincipal Balance of all S&P CLO Specified Assets and rounding the result up tothe nearest whole number.

"S&P CLO Specified Assets": Collateral Obligations with an S&P Rating equal to or higher than"CCC-."

"S&P Effective Date Adjustment": In connection with determining whether the S&P CDOMonitor Test is satisfied in connection with the Effective Date if an S&P CDO Formula ElectionDate has occurred, in calculating the S&P CDO Adjusted BDR, the Collateral Principal Balancewill exclude the amount of Principal Proceeds that is permitted to be designated as InterestProceeds pursuant to the definition of Effective Date Principal Diversion Amount.

Schedule D- 5

SCHEDULE E

CALCULATION OF DIVERSITY SCORE

"Diversity Score" means the sum of each of the Industry Diversity Scores, whichare calculated as follows:

An "Issuer Par Amount" is calculated for each Industry Issuer, the sum of(a)the par amounts of all Pledged Collateral Obligations issued by each issuer of PledgedCollateral Obligations (an "Industry Issuer").

An "Average Par Amount" is calculated by dividing the sum of the Issuer(b)Par Amounts by the number of Industry Issuers; provided that, for purposes of calculatingthe Average Par Amount, any Affiliated Industry Issuers will be considered one IndustryIssuer.

An "Issuer Score" is calculated for each Industry Issuer by taking the lesser(c)of (a) one and (b) the Issuer Par Amount for such issuer divided by the Average ParAmount.

An "Aggregate Industry Equivalent Unit Score" is then calculated for each(d)Moody's Industry Classification Group, by adding the Issuer Scores for each IndustryIssuer in such Moody's Industry Classification Group.

An "Industry Diversity Score" is determined by reference to the Diversity(e)Score Table set forth below for the related Aggregate Industry Equivalent Unit Score;provided, that if any Aggregate Industry Equivalent Unit Score falls between any twosuch scores, then the Industry Diversity Score for that industry will be the lower of thetwo Diversity Scores in the table.

Diversity Score Table

AggregateIndustry

EquivalentUnit Score

DiversityScore

AggregateIndustry

EquivalentUnit Score

DiversityScore

AggregateIndustry

EquivalentUnit Score

DiversityScore

AggregateIndustry

EquivalentUnit Score

DiversityScore

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 4.6300

Schedule E- 1

AggregateIndustry

EquivalentUnit Score

DiversityScore

AggregateIndustry

EquivalentUnit Score

DiversityScore

AggregateIndustry

EquivalentUnit Score

DiversityScore

AggregateIndustry

EquivalentUnit Score

DiversityScore

1.0500 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 4.70001.7500 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

Schedule E- 2

SCHEDULE F

CONTENT OF MONTHLY REPORT

The Monthly Report will contain the following information:

the Aggregate Principal Balance of all Pledged Obligations as of the(a)determination date;

the Balance in each Account;(b)

the Collateral Principal Balance;(c)

the nature, source and amount of any proceeds in the Collection Account,(d)including a specification of Interest Proceeds and Principal Proceeds (including Eligible PrincipalInvestments) and detailing any amounts designated as Interest Proceeds or Principal Proceeds bythe Asset Manager, and Sale Proceeds received since the date of determination of the lastMonthly Report or Payment Date Report, as applicable (or since the Closing Date, in the case ofthe initial Monthly Report) (as applicable, the "Last Report");

the Principal Balance, annual interest rate or the spread to LIBORthe(e)Reference Rate (or other applicable index) and payment frequency, as applicable; the LIBORtheReference Rate floor (if any); maturity date; issuer; country in which the issuer or borrower underan assignment of a bank loan; the actual rating (if any), the Moody's Rating (indicating any ofwhich were derived from S&P ratings), the Moody's Default Probability Rating (and, if aMoody's Rating Factor is assigned using the Moody's RiskCalc Calculation or is derived fromS&P ratings, an indication to such effect, including in the case of the Moody's RiskCalcCalculation the date of the last update) and the S&P Rating (provided, that in the case of any"estimated," "private" or "shadow" rating, such rating shall be disclosed only as an asterisk),indicating in each case whether such rating or Moody's Rating or S&P Rating has increased,decreased or remained the same since the Last Report and whether it is on credit watch, and withrespect to any Moody's Rating that is an estimated rating, the date it was assigned; the Moody'sIndustry Classification Group of each Pledged Obligation purchased since the Last Report; anindication of whether each Pledged Obligation is a Senior Secured Loan, a Second Lien Loan oran Unsecured Loan;

the number, identity, Loan/X, if available, and CUSIP number, if(f)applicable, settlement date and Principal Balance of any Pledged Collateral Obligations or EquitySecurities that were released for sale or other disposition or Granted to the Trustee since the dateof determination of the Last Report together with the sale or purchase price of each such securityand a calculation in reasonable detail necessary to determine compliance with the DiscretionarySale percentage;

the identity of each Collateral Obligation that is a Defaulted Obligation,(g)including each Collateral Obligation that became a Defaulted Obligation since the date ofdetermination of the Last Report;

Schedule F- 1

the Aggregate Principal Balance of Pledged Collateral Obligations with(h)respect to each Concentration Limit and a statement as to whether each applicable percentage issatisfied;

a calculation in reasonable detail necessary to determine compliance with(i)each Collateral Quality Test, each Coverage Test and the Event of Default Par Ratio, the requiredratio and a "pass/fail" indication;

the Diversity Score and the Weighted Average Moody's Rating Factor;(j)

the identity of any First-Lien Last-Out Loans;(k)

the identity and principal amount of all Eligible Investments;(l)

any pending identified reinvestments under Section 12.2(c);(m)

the aggregate principal amount and Class of any Repurchased Notes since(n)the Closing Date;

any Trading Plan since the date of determination of the Last Report and an(o)indication of whether it was successfully completed;

if the relevant Monthly Report Determination Date occurred during the(p)Reinvestment Period and during an S&P CDO Formula Election Period, (A) the S&P CDOAdjusted BDR, (B) the S&P CDO BDR, (C) the S&P CDO SDR, (D) the S&P Default RateDispersion, (E) the S&P Expected Portfolio Default RateWeighted Average Rating Factor, (F)the S&P Industry Diversity Measure, (G) the S&P Obligor Diversity Measure, (H) the S&PRegional Diversity Measure and (I) the S&P Weighted Average Life;

the Weighted Average Spread; and(q)

such other information as the Asset Manager may reasonably request and(r)to which the Collateral Administrator agrees.

Schedule F- 2

SCHEDULE G

CONTENT OF PAYMENT DATE REPORT

The Payment Date Report will contain the Payment Date Instructions and thefollowing information with respect to such Payment Date:

the Aggregate Outstanding Amount of each Class of Notes prior to giving(a)effect to any payments on the Payment Date;

the amount of principal payments, Defaulted Interest or Deferred Interest(b)to be made on the Securities of each Class, showing separately the payments from InterestProceeds and the payments from Principal Proceeds;

the interest (including Excess Interest, Defaulted Interest and Deferred(c)Interest, and interest thereon, if any) payable with respect to each Class (in the aggregate and byClass), showing separately the payments from Interest Proceeds and the payments from PrincipalProceeds;

the Administrative Expenses payable (on an itemized basis);(d)

for the Collection Account:(e)

the amount of Principal Proceeds payable from the Collection(i)Account on such Payment Date;

the amount of Interest Proceeds payable from the Collection(ii)Account on such Payment Date; and

the Balance remaining in the Collection Account immediately after(iii)all payments and deposits to be made on such Payment Date; and

the information that would be required in a Monthly Report(f)

Schedule G- 1

Annex B

REPLACEMENT INDENTURE EXHIBITS